Terms and Conditions

TERMS AND CONDITIONS

Last Revised: 22nd February, 2022

1. Scope of Services

1.1. These Terms and Conditions (the "Terms") are a legally binding agreement between you, whether as a casual visitor or a registered user ("User", "you" or "your") and BrandRefer a trading name of Referea GmbH, having its registered office at Stadlerstrasse 20, Seuzach, 8472, Switzerland under the company registration number CHE-368.521.012 ("BrandRefer", "we", "our" or "us") setting out your rights and obligations in relation to this website www.brandrefer.com (the "Website"), BrandRefer email newsletter (the "Newsletter"), any BrandRefer products and services, and all materials and content of any kind available or provided through the Website, the Newsletter, the App, products, services or us (collectively, the "Services").

1.2. Certain aspects of the Services may be subject to additional terms and conditions, which may include, among other things, Ambassador Program, Order Form, Master Influencer Agreement, Campaign Briefing (collectively, "Additional Terms"). When Additional Terms are made available in connection with any aspect of the Services, those Additional Terms also apply to your use of that aspect of the Services and control in the event of a conflict with these Terms.

1.3. By accessing, viewing, previewing, subscribing, registering, contacting, placing an order or otherwise using the Services in any manner, you represent and warrant that you are of the appropriate legal age to enter into this Agreement. If you are using the Services as a representative of an organization, you have the power to enter into legally binding agreements for the organization and you are responsible for anyone that uses the Services through your registration or account, such as your employees, consultants or contractors.

1.4. By accessing or using the Services, you confirm that you have read, understood and agreed to these Terms, any applicable Additional Terms, including the Privacy Policy and the Cookies Policy, which is incorporated herein by reference. If you do not agree to these Terms and any applicable Additional Terms, do not access or use the Services.

1.5. We reserve the right, in our sole and absolute discretion, to investigate complaints or reported violations of these Terms and any applicable Additional Terms, to take any action we deem appropriate, including, without limitation, deleting, suspending, limiting and terminating your registration or account, and/or access and use to the Services and shall have no liability to you for any loss or damage caused by such action.

2. Description of Services

2.1. We provide casual visitors and registered users with access to the following Services:

2.1.1. Casual visitors are people who do not register or create account with us, but want to explore the Website and other Services to access all publicly available material, content and contact us.

2.1.2. Registered users can do all the things that casual visitors can do, and additionally through the Services:

order, purchase, access and use BrandRefer’s products and services, subscribe to our newsletters and other Services;
access restricted content;
submit and share content;
register for our various events (both online and offline);
receive alerts and other notifications; and
become BrandRefer influencer or ambassador.

2.2. As a User we grant you a limited, non-exclusive, non-perpetual, non-sublicensable, non-transferable, and fully revocable license to access, view, and use the Services solely as provided by these Terms and any applicable Additional Terms, and as expressly permitted by the features and functionality of the Services, subject to your complete compliance with these Terms and all applicable Additional Terms, including Privacy Policy and Cookie Policy.

2.3. You agree not to use the Services:

to edit, scrape, modify, store, reproduce, copy, republish, upload, post, translate, rent, transfer, transmit, lease, loan, sell, distribute, display, decompile, reverse engineer, reverse assemble, decipher, make available to the public or otherwise distribute in any way the Services, other than expressly permitted in these Terms or through the functionality of the Services;
in a manner that is illegal, infringing, defamatory, harassing, or abusive, that violates the privacy or publicity rights of another User or any other third party, or that is otherwise objectionable;
to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
to “stalk,” threaten, or otherwise harass another person;
to send spam or other unsolicited bulk email;
to transmit any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality or security of the Services; and
to cover, obscure, block, or in any way interfere with any advertisements and/or safety features.

3. Definitions

3.1. In these Terms and Conditions of this Agreement the following terms shall have the following meanings:

"Confidential Information" comprises any details or information about the Services not publicly known, including but not limited to the material terms and conditions of these Terms and any Additional Terms, relating to or disclosed in the course of rendering the Services under these Terms or any applicable Additional Terms which is or should be reasonably understood to be confidential or proprietary to BrandRefer, User, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners;

"Content" means any social media post (including sponsored post), any campaign, or any material and content in any format, including without limitation all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content that is created, submitted, posted, uploaded, emailed, provided or otherwise made available to, or appears on the Services for whatever purpose; and

"Influencer" means a social media influencer on LinkedIn who registers to access and use the BrandRefer influencer marketing services to create, endorse, share and distribute sponsored posts and receive compensation for such sponsored posts.

4. Account Creation

4.1. Some Services require you to register or create an account to participate in or to secure additional Services, such as registering to BrandRefer influencer marketing services, purchasing BrandRefer products and services, or signing up for BrandRefer email newsletters.

4.2. During the registration or account creation, you may be asked to provide certain information that will assist in authenticating your identity such as email address, name, surname, role, company name, date of birth, physical address, phone number, LinkedIn URL, and VAT number.

4.3. You acknowledge and agree that:

you will provide accurate, current and complete information about yourself or organisation you are representing, and to immediately inform us to update this information to maintain its accuracy;
you are solely responsible for the confidentiality and use of any information you provide, as well as for any use, misuse, or communications entered through the Services using such information;
you will immediately inform us of any need to deactivate your registration or account, or change any other information;
BrandRefer is in no way obliged to review and monitor registrations, account creations or accept you and give access to the Services; and
provide or supply you as the Influencer with influencer marketing campaigns by accessing and using the Services.

5. User Content

5.1. You are solely responsible for your Content. You represent and warrant to us that you have all of the necessary legal rights required to use such Content as used in connection with the Services. Your Content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or BrandRefer or a third party.

5.2. You may not submit, upload, post, email, transmit, or otherwise make available any Content to the Service that:

infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
is defamatory, libellous, indecent, abusive, threatening, obscene, pornographic, sexually explicit, invasive of another’s privacy and publicity rights, promotes violence, or contains hate speech (i.e. speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity);
discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information;
contains legal, tax or healthcare advice;
has ever been the subject of any threatened or actual legal proceedings or other similar complaint;
contains any misrepresentation or suggestion that you or any entity has the approval or sponsorship of any other entity which you or it does not have;
includes opinions and views not genuinely held by you; and
is of another person without that person's consent.

5.3. To the extent your Content contains any personal information, you represent and warrant that you obtained such personal information lawfully and have the right to share it with us. You also agree that we have a legitimate interest in using that personal information.

5.4. You grant to us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, perform, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content in all media.

5.5. You acknowledge and agree that:

our rights include, without limitation, the right to use your Content to promote us and the Services;
you will not assert against us any moral right or right of publicity in connection with our use of your Content;
we may create ideas and content that may be, or may obtain content from other parties that may be similar or identical to your Content; and
you have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary or other right in or related to your Content.

5.6. With respect to BrandRefer influencer marketing campaigns service, to grant to the relevant Influencer, a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to post, share, comment upon and re-post the relevant Content across their social media channels as part of any approved campaign in accordance with these Terms and any applicable Additional Terms.

5.7. We are not responsible for, and disclaim all liability for, all third party content and all communications that you receive from third parties via the Services, and any action that you may take or refrain from taking as a result of any such third party communication.

5.8. If we suspect, or have any doubt to the legality, validity, accuracy or suitability of your Content, we reserve the right, in our sole and absolute discretion, to decline, edit or remove any Content made available to the Services, or stored on BrandRefer’s servers, or hosted or published upon the Website.

5.9. We take intellectual property rights very seriously. If you believe that any Content on the Services infringes upon your intellectual property rights, and would like us to remove this Content, please contact us on info@brandrefer.com.

6. Privacy

6.1. The protection of personal data provided by the User is of the highest priority for BrandRefer. As such, we make every effort to ensure compliance with data protection. For more information, please read our Privacy Policy.

6.2. We will only raise, process and use data necessary for the provision of the Services rendered by BrandRefer, for the use and operation of the Services offered.

7. Third-Party Links

7.1. The Services may provide, or third-parties may provide, links to other websites, apps, resources or other services created by third parties (collectively, "Third-Party Services").

7.2. When you access and engage with a Third-Party Services, you do so at your own risk and you are interacting with the third-party, not with BrandRefer. If you choose to use a Third-Party Services and share information with it, the Third-Party Services may use and share your information in accordance with the Third-Party Services' privacy policy and your privacy settings on such Third-Party Services.

7.3. We encourage you not to provide any personally identifiable information to or through any Third-Party Services unless you know and are comfortable with the party with whom you are interacting.

8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOUR ACCESS AND USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BRANDREFER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE WITH RESPECT TO THE SERVICES.

WE DO NOT PROVIDE OR AUTHORIZE THE PROVISION OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL ADVICE THROUGH THE SERVICES, AND SO WE DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF MEDICAL, LEGAL, OR OTHER PROFESSIONAL INFORMATION THAT IS CONTAINED WITHIN THE SERVICES. RATHER THAN RELYING ON THIS INFORMATION, YOU SHOULD SEEK ADVICE FROM A QUALIFIED PROFESSIONAL. WE DO NOT MAKE ANY REPRESENTATIONS REGARDING, NOR DO WE ENDORSE THE ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER MATERIAL OR DATABASE DISPLAYED, UPLOADED, OR DISTRIBUTED IN THE SERVICES, OR AVAILABLE THROUGH LINKS IN THE FOREGOING.

BRANDREFER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE THAT:

THE SERVICES IS AVAILABLE FOR USE IN ALL LOCATIONS;
THE SERVICES IS APPROPRIATE, ACCEPTABLE OR SUITABLE FOR ANY PURPOSE;
THE SERVICES WILL MEET YOUR REQUIREMENTS AND WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE;
THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS;
THE SERVICES WILL BE SUCCESSFUL IN RESPECT OF YOUR BUSINESS OR COMMERCIAL PERFORMANCE; AND
ANY ERRORS IN THE SERVICES WILL BE CORRECTED.

BRANDREFER DO NOT GUARANTEE THE ACCURACY OF, AND DISCLAIM LIABILITY FOR INACCURACIES OR TYPOGRAPHICAL ERRORS RELATING TO THE SERVICES (INCLUDING, WITHOUT LIMITATION, PHOTOGRAPHS, GENERAL PRODUCT AND SERVICE DESCRIPTIONS, COMMENTS, REVIEWS).

BRANDREFER IS NOT RESPONSIBLE OR LIABLE FOR ANY ASPECT OF THE CONTENT. THE CONTENT OF THE USER IS NOT MODERATED, APPROVED OR ENDORSED BY BRANDREFER. ACCORDINGLY, NO CONTENT CONSTITUTES A REPRESENTATION BY BRANDREFER, NOR DOES BRANDREFER ACCEPT ANY LIABILITY FOR THE LEGALITY, VALIDITY, ACCURACY OR SUITABILITY OF ANY CONTENT OF THE USER. YOU AGREE THAT BRANDREFER IS NOT RESPONSIBLE OR LIABLE FOR, AND DOES NOT ENDORSE, ANY CONTENT POSTED ON SOCIAL MEDIA PLATFORMS OR USING THE SERVICES. BRANDREFER DOES NOT HAVE ANY OBLIGATION TO PRE-MODERATE, MONITOR, EDIT OR REMOVE ANY CONTENT. IF YOUR CONTENT VIOLATES THESE TERMS OF THIS AGREEMENT AND ANY APPLICABLE ADDITIONAL TERMS, YOU BEAR LEGAL RESPONSIBILITY FOR THAT CONTENT.

BRANDREFER AND OUR AGENTS, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES AND SUBCONTRACTORS WILL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRE-CONTRACT OR OTHER REPRESENTATIONS (OTHER THAN FRAUDULENT ON NEGLIGENT MISREPRESENTATIONS) OR OTHERWISE OUT OF OR IN CONNECTION WITH THE TERMS OF THIS AGREEMENT, ANY ADDITIONAL TERMS, AND THE SERVICES FOR ANY:

ECONOMIC LOSSES (INCLUDING WITHOUT LIMITATION LOSS OF REVENUES, DATA, PROFITS, CONTRACTS, BUSINESS OR ANTICIPATED SAVINGS);
LOSS OF GOODWILL OR REPUTATION;
LOSS OF PRIVACY AND LOSS OF DATA; AND
SPECIAL OR INDIRECT LOSSES SUFFERED OR INCURRED BY THAT PARTY ARISING OUT OF OR IN CONNECTION WITH THE PROVISIONS OF ANY MATTER UNDER THESE TERMS AND ANY ADDITIONAL TERMS.

THE SERVICES CONTAINS HYPERLINKS TO WEB OR MOBILE SITES OPERATED BY PARTIES OTHER THAN BRANDREFER. SUCH HYPERLINKS ARE PROVIDED FOR YOUR INFORMATION AND REFERENCE ONLY. BRANDREFER DOES NOT CONTROL SUCH WEB OR MOBILE SITES AND IS NOT RESPONSIBLE FOR THEIR CONTENTS OR YOUR USE OF THEM. BRANDREFER'S INCLUSION OF HYPERLINKS TO SUCH WEB OR MOBILE SITES DOES NOT IMPLY ANY ENDORSEMENT OF CONTENTS ON SUCH WEB OR MOBILE SITES OR ANY ASSOCIATION WITH THEIR OPERATORS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT BRANDREFER SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, MATERIALS, GOODS OR SERVICES AVAILABLE THROUGH ANY THIRD PARTY WEB OR MOBILE SITE.

WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A VIRUS, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR TO YOUR DOWNLOADING OF ANY CONTENT ON IT, OR ON ANY WEBSITE LINKED TO IT.

WE WILL TAKE ALL REASONABLE PRECAUTIONS TO KEEP THE DETAILS OF YOUR REGISTRATION, ACCOUNT CREATION, ORDER AND PAYMENT SECURE, BUT, UNLESS WE ARE NEGLIGENT, WE CANNOT BE HELD LIABLE FOR ANY LOSSES CAUSED AS A RESULT OF UNAUTHORISED ACCESS TO INFORMATION PROVIDED BY YOU.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL AND ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF THESE TERMS AND ANY ADDITIONAL TERMS, OR IN RESPECT OF THE ACCESS OR THE USE OF ANY PART OR ALL OF THE SERVICES, THE CONTENT OR MATERIAL IN ANY MANNER, EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING AND USING THE SERVICES.

9. INDEMNITY

YOU AGREE TO INDEMNIFY US FULLY, DEFEND AND HOLD US, AND OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND THEIR RESPECTIVE AFFILIATES, AGENTS, SUBCONTRACTORS, HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITY, DAMAGES, LOSSES, FEES, EXPENSES, COSTS, (INCLUDING REASONABLE LEGAL FEES) INCURRED BY OR ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE FOLLOWING:

ANY BREACH OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE ADDITIONAL TERMS BY YOU OR ANY OF THE WARRANTIES OR COVENANTS OR MISREPRESENTATIONS GIVEN OR MADE BY YOU, YOUR USE OF THE SERVICES OR ANYTHING DONE WHILE YOUR ACCOUNT IS ACTIVE OR LOGGED INTO THE SERVICES;
YOUR CONTENT AND POSTS ON SOCIAL MEDIA PLATFORMS;
YOUR CLAIM AGAINST BRANDREFER OR ANY OTHER USER OF THE SERVICES FOR ANY REASON;
ANY CLAIM OR ACTION BY ANY THIRD PARTY OR ANY OTHER USER OF THE SERVICES ARISING DIRECTLY OR INDIRECTLY FROM YOUR PERFORMANCE, CONTENT, SUBMISSIONS OR BREACH OF ANY OF THE PROVISIONS OF THESE TERMS OF THIS AGREEMENT OR ANY APPLICABLE ADDITIONAL TERMS;
ANY CLAIM OR ALLEGATION THAT YOUR CONTENT INFRINGES A THIRD PARTY'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS; AND
YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES OR REGULATIONS.

10. CONFIDENTIALITY AND NON-DISCLOSURE

10.1. User agrees not to disclose any Confidential Information to any other person who has not also entered into this Agreement by accepting the Terms of this agreement and any applicable Additional Terms.

10.2. User will be responsible for any breach of section 10 Terms of this Agreement and will indemnify and keep indemnified in full the BrandRefer against all costs, expenses, losses or damages (including but not limited to legal expenses) which may arise directly or indirectly from unauthorised disclosure or use of Information.

11. Termination

11.1. BrandRefer may terminate these Terms and any applicable Additional Terms for good cause at any time and with immediate effect. Good cause entitling BrandRefer to termination shall include, among other things, if the User:

breach any of these Terms or any applicable Additional Terms;
defaults on the payment of fees;
does not cooperate or otherwise makes it impossible for BrandRefer to deliver agreed Services; and
is instituted with insolvency proceedings.

11.2. If User terminates these Terms and any applicable Additional Terms for cause, User will be refunded a prorated portion of the fees paid upfront by the User for any agreed ongoing and not rendered paid Services by BrandRefer.

11.3. Once any termination becomes effective, your registration, account, all licences granted to you under these Terms and any applicable Additional Terms and your right to access and use the Services shall immediately terminate.

12. Marketing Reference

12.1 You agree that BrandRefer may reference you as our provider or User of the Services and use your name, company name, logo, trade marks and likeness, as applicable, in listings of influencers and customers appearing on the BrandRefer site and for other marketing and promotional purposes.

13. FORCE MAJEURE

13.1. We will not be liable to you for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by us to comply with these Terms and any Additional Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

14. Intellectual Property

14.1. BrandRefer owns all of the text, images, software, trademarks, service marks or other material contained on the Services. You will not copy or transmit any of the material except for your personal, non-commercial use, unless permitted otherwise through the functionality of the Service. All copyright, trademark and other proprietary rights notices presented on the Services must appear on all copies you print. Other non-BrandRefer product, service, or company designations on the Services belong to those respective third parties and may be mentioned in the Services for identification purposes only. You should contact the appropriate third party for more complete information regarding such designations and their registration status. Your use of and access to the Services does not grant you any license or right to use any of the marks included in the Services.

15. Changes to the Terms and Conditions

15.1. We reserve the right, in our sole and absolute discretion, to change or modify these Terms and any applicable Additional Terms (including any policies which are incorporated by reference herein) at any time and without prior notice to you. Any such changes will take immediate effect when posted on the Website (as indicated by the "Last Revised" date) and it is your responsibility to read the Terms and any applicable Additional Terms on each occasion you use the Services and your continued use of the Services shall signify your acceptance to be bound by the latest Terms and any applicable Additional Terms.

16. Severability

16.1. These Terms and any Additional Terms supersede all other agreements between the parties concerning their subject matter. If any provision of these Terms and any applicable Additional Terms is found to be unenforceable, that provision will be limited to the minimum extent necessary so that these Terms and any applicable Additional Terms will otherwise remain in full force and effect. Our failure to enforce any part of these Terms and any applicable Additional Terms is not a waiver of our right to later enforce that or any other part of the Terms and any applicable Additional Terms. We may assign any of our rights and delegate any of our obligations under these Terms and any applicable Additional Terms.

17. Governing Jurisdiction

17.1. The Swiss courts will have exclusive jurisdiction over any claim arising from, or related to the Terms, any Additional Terms, or the Services, although we retain the right to bring proceedings against you for breach of these Terms and any applicable Additional Terms in your country of residence or any other relevant country. These Terms and any applicable Additional Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Switzerland.

18. Contact information

18.1. If you have any questions about this agreement, please contact us at info@brandrefer.com.