TERMS OF SERVICE
galleri5 technologies private limited, a Company incorporated under the Companies Act, 2013, having its registered office at Ground Floor, Indiqube Delta (EESHAN building), #6, 14th Main Opposite Agara Lake, Near Greenview Medical Centre, Sector 5, HSR Layout, Bengaluru, Karnataka 560034. (hereinafter referred to as "galleri5" which term shall, where the context admits, mean and include, its successors and assigns) operates an online platform which has software and applicable technologies related to influencer marketing, digital marketing, content marketing and other related internet marketing services. This includes galleri5 powered websites, mobile applications, products and services (“galleri5 Platform”). Customers of galleri5 (hereinafter referred to as “Brand” or “Brands”) use galleri5 services to undertake the services from You (hereinafter referred to as “You” or “Influencer”). “Users” of galleri5 include both Brands and Influencers. These services include content creation, social media promotion and promoting specific branded content in line with terms and conditions set forth by galleri5 and the Brands. Influencer content includes digital content and digital material generated, created, developed or procured by the Influencers of galleri5 Platform, including photographs, images, vectors, moving images, animations, films, videos, text, words, notes, audiovisual works or other media together with any associated keywords, metadata and/or titles (“Content”).The following Terms of Use ("Terms") is a legally binding, non-exclusive agreement between You and galleri5. By using the galleri5 Platform, you have agreed to have read the Terms carefully, understand it fully and will comply with all its provisions, terms and conditions. This Terms describes and controls your legal relationship with galleri5, the rights you are granting to galleri5 in any Content, and the uses galleri5 may make of the Content. The galleri5 Platform may include software that is downloaded to your computer, mobile, tablet, or other device. You agree that we may automatically upgrade the software of the galleri5 Platform, and these Terms will apply to such upgrades.Subject to these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use the galleri5 Platform.1. Brand Assignments1.1 galleri5 allows Brands to invite you to undertake assignments (hereinafter referred to as “Campaign” or “Campaigns”), wherein you will work as a contractor for galleri5 and the Brand subject to the terms and conditions of that particular Campaign’s agreement (“Agreement” or “Contract”). You may at any point in time be engaged with galleri5 on more than a Contract depending on the Campaigns / assignments taken up by You as an Influencer.1.2 You shall provide services to Brands basis Agreements for each particular Campaign and You shall be responsible for taking the required and necessary actions to perform your obligations under the respective Agreement. Each Campaign will have an Agreement which will have a detailed Services annexure and other Terms that govern that particular Agreement. You must respect and fully adhere to the Agreement (Contract)’s Scope of Work, Terms, Compensation, Content Rights, Invoicing and Payments and other timelines and guidelines mutually agreed at the time of formalizing the Agreement. You should have the full right and authority to enter into these Brand Agreements1.3 Brand Agreements will be valid for a certain period with necessary clauses for terminations and renewals1.4 Any compensations payable by galleri5, Brands to You will be governed by that Campaign’s Agreement and Scope of Work1.5 As a material term of this Terms of Service, the Influencer agrees that the payment arrangement established under a specific Agreement represents galleri5 and Brand’s entire payment obligation under that Scope of Work alone. No payment obligations exist between galleri5 and Influencer outside of Brand Agreements / Campaigns. Compensations agreed for a specific Contract is independent and will not have any bearing on any other commercial agreements between galleri5, Brands and the Influencer under other Agreements or Contracts1.6 You grant galleri5 a worldwide, non-exclusive right to use your name, display name, and other information capable of identifying you (“Personal Information”) and Content in connection with galleri5's marketing and promotional activities without the payment of any compensation to you. galleri5, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you. Such Personal Information may be extracted from your accounts on various third party social networking platforms after obtaining your due consent.2. Accounts2.1 You agree to provide true and complete information relating to your galleri5 user account and Content, and grant us the permit to access your Personal Information through Facebook, Instagram, Twitter, Google or any other internet platform which you use to access and register with galleri5, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content:
By opening a galleri5 account, you express your consent to the galleri5 Privacy Policy, which is incorporated herein by reference and governs galleri5's collection, processing, storage and transfer of the Content and data submitted by you, including data relating to you, your account, your Content or other Personal Information. You agree that your Personal Information may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.
galleri5 has the right, at its sole discretion, to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with galleri5's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with galleri5, or for convenience.
galleri5 will terminate your account no later than sixty (60) days following its receipt of a written or email request from you. For the sake of clarity, before the termination of your account is made effective by galleri5, your Content will remain available on the galleri5 Platform.
You may not submit identical Content and profile information to more than one account without the prior written consent of galleri5.3. Ownership of Content3.1 Under Brand Agreements (or Campaign Contracts), You will share Content with galleri5 and Brands for review / approval before publishing them publicly in accordance with the terms and guidelines of that Agreement. Content Reuse rights for Content submitted to Campaigns will be governed by the the Campaign Agreement3.2 You may also submit Content for marketing / engaging Brands and Users of the galleri5 Platform3.3 In all cases, galleri5 allows you to submit any Content either by directly uploading from any of your computer, tablet or mobile devices or by directly transferring through any of the various third party social networking platforms, including but not limited to Facebook, Instagram, Twitter, Google+. galleri5 reserves the right to add or delete any of the social networking platforms through which you can submit Content to the galleri5 platform. galleri5 will authenticate your account on the third party social networking platform before you can submit your Content to galleri5, and in doing so will comply with any policies or guidelines provided by such third party social networking platforms.3.4 By submitting any Content to galleri5 and Brands, you grant to galleri5 and the users of the galleri5 Platform a non-exclusive, royalty-free, transferrable, sublicensable, worldwide license to use, store, display, reproduce, share, re-share, modify, create derivative works, perform, and distribute your Content on galleri5 solely for the purpose of operating, developing, providing, and using the galleri5 Platform and marketing you to Brands using galleri5. Nothing in these Terms shall restrict other legal rights galleri5 may have to your Content, for example under other licenses. galleri5 reserves the right to remove or modify any of your Content for any reason, including Content that we believe violates these Terms or our policies. You also give permission to galleri5 to add, modify or remove information related to your Content in order to manage and license such Content if required, in accordance with applicable laws.3.5 You are granting galleri5 the non-exclusive right to license and use your submitted Content within the galleri5 Platform and for marketing purposes3.6 The copyrights in all Content remain with the copyright owner, and nothing in the Terms shall be construed as a transfer of copyright to galleri5. However, by submitting Content to galleri5, you expressly waive any artists' authorship rights or any moral rights that you would otherwise have under the applicable laws, so that any user of galleri5 Platform may use your Content in accordance with these Terms or Campaign Agreement’s Terms.3.7 You represent and warrant that: (i) you own the Content submitted by you on or through the galleri5 Platform or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) the posting and use of your Content on or through the galleri5 Platform does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the galleri5 Platform; and (iv) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction.4. Releases4.1 You agree and certify hereby that in relation to all Content you upload to galleri5, which contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness, you have sought the relevant releases, permissions and authorization from such individuals. You also agree to provide, if requested by galleri5, valid and accurate property releases to galleri5 for all Content that requires such releases, in the form acceptable to galleri5, which determination shall be made in galleri5's sole discretion. All releases shall be electronically delivered to galleri5 with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be taken down or rejected by galleri5.4.2 You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.4.3 The submission of falsified, inaccurate or otherwise defective model releases is a material breach of this Terms. Releases submitted by you shall not contain any terms inconsistent with the Terms. You agree that galleri5 may furnish copies of releases to users or any third party is required and as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason galleri5 deems reasonable in its sole discretion.4.4 galleri5 has the right to refuse to accept or to remove Content from the galleri5 Platform for any reason. galleri5 will remove Content if galleri5 believes that such Content may (in galleri5's sole discretion) subject galleri5 or any of its or Brands’ officers, managers, directors or employees to legal action or if the Content violates the Terms galleri5 may at anytime, without any prior notice to you and at its sole discretion, decide to take down or remove any Content submitted by you, for such period of time as may be necessary, in case galleri5 receives any legal notice alleging breach of applicable laws or third party infringement notice in relation to such Content.4.5 galleri5 shall use reasonable efforts to cause Content removed from or opted out from galleri5 Platform to be removed from the website/application of any galleri5 affiliates or partners (including co-branded websites) within sixty (60) days of the removal of the subject Content from the galleri5 Platform, including its websites and mobile applications.4.6 galleri5 may advertise and/or market your Content on social networking platforms including Facebook, Instagram, Twitter, Google and similar sites and the applications related thereto.4.7 You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the galleri5 Platform.4.8 You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the galleri5 Platform, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.4.9 You may not use the galleri5 Platform for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the galleri5 Platform and your Content, including but not limited to, copyright laws.4.10 You agree that you will not solicit, collect or use the login credentials of other galleri5 users (Brands and Influencers).4.11 You must not create or submit unwanted email, comments, or other forms of commercial or harassing communications (a/k/a "spam") to any galleri5 users (Brands and Influencers).4.12 You must not use domain names or web URLs in your username without prior written consent from galleri5.4.13 You must not interfere or disrupt galleri5 servers or networks connected to the galleri5 Platform, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any galleri5 page is rendered or displayed in a user's browser or mobile application.4.14 You are responsible for keeping your password secret and secure.4.15 You are solely responsible for your conduct and any Content that you submit, post or display on or via the galleri5 Platform.5. galleri5 Trademarks5.1 For the purposes of the Terms, the term, "Trademark(s)" means all registered or unregistered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by galleri5.5.2 Nothing contained herein grants or shall be construed to grant you any rights to use any galleri5 Trademarks.5.3 You agree that you will not use galleri5's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks of galleri5. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of galleri5 Trademarks or the Trademark rights claimed by galleri5.5.4 You agree that you will not use any galleri5 Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social networking handle or channel, or as a metatag, keyword, or any other type of programming code or data.5.5 You may not at any time, adopt or use, without galleri5's prior written consent any word or mark which is similar to or likely to be confused with galleri5's Trademarks.5.6 The look and feel of the galleri5 Platform, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of galleri5 and may not be copied, imitated or used, in whole or in part, without the prior written consent of galleri5.5.7 You may not frame or hotlink to the galleri5 Platform or to any item of Content other than your own without the prior written consent of galleri5.5.8 All rights in and to galleri5's Trademarks not expressly granted to you hereunder are reserved by galleri5.6. Copyright Infringement Claims6.1 You hereby grant galleri5 the right and authority to take such steps as galleri5 deems commercially reasonable to protect galleri5's rights in the Content.6.2 In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to galleri5 and receiving galleri5's prior written consent to such action.6.3 While galleri5 takes commercially reasonable steps to ensure that the rights of its users are not violated by other parties, galleri5 has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.6.4 We respect your rights and may take action to protect your content. If you suspect potential misuse of your content, please contact us with the details before taking any action directly.7. Representations and Warranties7.1 You represent and warrant that:
a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement
c. you are at least 13 years of age;
d. if you are between 13 and 17 years of age or have not reached the age of majority in your jurisdiction of residence (together, "Not of Majority Age"), you may not use the galleri5 Platform except with the supervision and permission of a parent or legal guardian. If you are Not of Majority Age, you must have a parent or legal guardian review and agree to this Terms and our policies;
e. the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
f. if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.
g. if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to galleri5 for the purposes set forth herein.
h. the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
i. there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
j. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with galleri5 and Brands or the sale of your Content - nor will you advertise or otherwise publicize your relationship with galleri5 and Brands, nor will you use galleri5 and Brand's Trademarks through the use of search engine advertising and/or marketing.7.2 galleri5 represents and warrants that:
a. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
b. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, galleri5 may send you written notice of such claim, using the email address provided by you to galleri5, specifying the details of the claim as then known to galleri5. You will cooperate fully with galleri5 in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.8. Confidentiality8.1 By submitting any Content to galleri5, you acknowledge that you will acquire certain confidential and proprietary information (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.9. Indemnification9.1 You agree to indemnify and hold galleri5, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the Terms. You will not be liable for any incidental, consequential, or special damages in the case of third party claims.9.2 galleri5 shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of galleri5's representations or warranties or any of galleri5's obligations pursuant to the Terms. galleri5 will not be liable for incidental, consequential, or special damages in the case of third party claims.9.3 If galleri5 is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, galleri5 shall have the right but not the obligation to assume control of any litigation.9.4 When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
a. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the Terms, unless the failure to notify causes material prejudice to the indemnifying party; and
b. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense10. Miscellaneous10.1 The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.10.2 The Terms contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.10.3 The validity, interpretation and enforcement of the Terms, matters arising out of or related to the Terms or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Karnataka (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the Terms, matters arising out of or related to this Terms or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Karnataka in the City of Bengaluru and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.10.4 If any individual term of the Terms is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Terms, so that the Terms shall otherwise remain in full force and effect. The Terms shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.10.5 galleri5 will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your user Account.10.6 You shall not post on any public platform, including various social media platforms, that refers to You as being an employee or in a partnership or agency relationship with any Brand and / or galleri5.10.7 Please note that galleri5 reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from galleri5, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.10.8 In the event that you breach any of the terms of this or any other agreement with galleri5, galleri5 shall have the right to terminate your account without further notice, in addition to galleri5's other rights at law and/or equity.10.9 It is expressly understood and agreed that this Terms is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Terms as to third parties.10.10 If these terms change, we will notify you. This agreement will be governed by the Laws of India.10.11 By submitting any content to galleri5 and/or by participating in the forums, you agree to be bound by this Terms, and Privacy Statement, both of which are deemed incorporated herein by this reference.Effective as of JANUARY 01, 2021