Billo Terms of Service
ACCEPTANCE OF TERMS OF SERVICE
Last updated: August 24, 2021
1.1. Billo, UAB Billo.app (herein referred to as Billo, we, us or our) owns and operates certain web sites, including https://billo.app, platforms, including https://manage.billo.app and Billo Mobile Apps (collectively, the “Platform”) and makes available marketing and promotional services (the Billo Services). All use of the Billo Services and Platform is subject to the terms and conditions contained in this Terms of Service Agreement, as amended from time to time (Agreement). Please read this Agreement carefully. By accessing, creating an account, browsing, or otherwise using the Billo Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Billo Services.
1.2 This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all existing agreements between them concerning such subject matter, and may be modified at any time without prior notice. Any changes to this Agreement will be posted on this page and will indicate the latest revision. You may read a current, effective copy of this Agreement at any time by visiting https://billo.app/terms-of-service. Billo will notify you of any changes to this Agreement either through a pop-up notice, email, or other reasonable means. We are not responsible for lost notifications. Any such changes will become effective no earlier than thirty (30) days after they are posted, with the exception to any changes made to Billo functionality, services or for any legal reasons that are effective immediately. Continuation to browse Billo websites and/or use Billo services will constitute as your agreement to any changes made to the Agreement. In the event of any conflict of terms found between this Agreement or any other terms and conditions, end user license agreements or privacy policies, the terms of this Agreement shall prevail.
1.4 ARBITRATION. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. SECTION 10 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BILLO ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED IN A COURT OF LAW.
2.1 The purpose of Billo platform is to connect businesses (“Brands”) with the user community on social media (“Creators”) and enable social media marketing, user-generated content and other campaigns: create and manage relationships, arrange products/services giveaways, enable user generated content purchases and distribution on social media; subject to compliance with these Terms of Service. In these Terms of Service, Brands and Creators are collectively and individually referred to as “users” or “you” as the context requires.
2.2 Your access to and use of the Billo Platform is conditional upon your agreement and acceptance of these Terms of Service. Continuation to use Billo Platform is regarded as acceptance of these Terms of Service. If you do not wish to be bound by these Terms of Service, do not use the Platform.
2.4 Billo reserves the right to change the Platform in any way it sees fit. Even if you have an Account, your ability to access and use the Billo Platform may be terminated at any time without notice to you.
2.5 Any costs associated with using the Billo Platform remain your responsibility and are dependent on the service provider used.
USING THE BILLO PLATFORM
3.1 The Billo Platform allows Brands to connect with the user community on social media and/or purchase user-generated content in order to:
3.1.1 Acquire Creators’ video and audio content, created specifically for the Brand (“Content”) pursuant to a request submitted by Brand on the Platform;
3.1.2 Provide Creators with affiliate commissions, based on sales made through Creators’ channels.
3.2 “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, trademarks, service marks, trade names, domain names, right of publicity, patents, designs, and similar rights, whether or not registered or able to be registered, and includes the right to apply for the registration of such rights, anywhere in the world. Brand acquires all right, title, and interest in all Intellectual Property Rights to the Content, created by Creator and uploaded onto the Billo Platform that pertains to the Brand’s product. Subject to the license granted by Brand to Billo in paragraph 220.127.116.11, such Content, created by Creator and uploaded onto the Billo Platform, can also be used by Billo for Billo’s social media, advertising and other purposes both within and outside of Billo platform.
3.3 The relevant Brand is solely responsible for:
3.3.1 providing Creator with an accurate and comprehensive description of Content requirements (“Campaign Brief”);
3.3.2 ensuring free product giveaways or service trials;
3.3.4 approving campaign participants and content created for the Brand in a timely manner;
3.3.5 timely paying for Content uploaded to the Billo Platform.
3.4 Billo Platform allows Creators to participate in social media marketing and/or user-generated campaigns by:
3.4.1 providing tailored social media marketing and/or user-generated content campaigns with accurate and comprehensive requirements;
3.4.2 creating Content for Brands in accordance with Campaign Brief and/or other requirements, provided in advance.
3.5 Creator is solely responsible for:
3.5.1 providing accurate and up to date personal, contact and social media account information. This includes Paypal or Bank account information for Billo to be able to transfer earned commission to Creator;
3.5.2 ensuring compliance with Campaign Brief and/or other requirements, provided in advance. Billo reserves the right to decline Creators’ work until provided requirements are matched to desired standards;
3.5.3 timely delivery, in accordance with Campaign Brief and/or other requirements, provided in advance;
3.5.4 including necessary information, required by Billo, Brand or the governing law when publishing on social media channels, if agreed by the Brand, including but not limited to ad disclaimers.
3.6. Creators and Brands agree that they will not attempt to negotiate terms or payment for the social media marketing campaign or user-generated content.
3.7. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Billo Platform to a human perceivable form; distribute or republish any element of the Billo Platform in any way; resell, rent, lease or lend any element of the Billo Platform; defeat, disable or circumvent any security feature of the Billo Platform; or transfer any element of the Billo Platform to any third party.
3.8 To use Billo Platform, users must be eligible to use the social media platforms (under the relevant platforms prevailing terms and conditions). By using any social media applications or features on the Billo Platform, Creator also consents and agrees to be bound by the particular terms and conditions of use of the social media platform.
3.9 Creator is solely responsible for Creator’s interactions with other users of the Billo Platform. Creator agrees that Billo and Brand are not responsible for the conduct of any user.
3.10 You must not engage in crawling, scraping, caching or otherwise accessing any content on the Billo Platform via automated means, except with Billo’s written consent.
3.11 Nothing in these Terms of Service is intended nor does create a partnership, agency, employment or fiduciary relationship between Billo and any user.
3.12 Subject to Brand’s and Creator’s respective compliance with these Terms of Service, Brand and Creator are granted a limited, non-exclusive, revocable and non-transferable license to access and use the Billo Platform in the manner anticipated in these Terms of Service. Any costs associated with accessing and using the Billo Platform generally remain the respective responsibility of Brand and Creator and is dependent on the service provider used. Brand and Creator are responsible for ensuring that the respective computer system or mobile device that Brand or Creator use to access the Billo Platform is compatible with the Billo Platform and meets all relevant technical specifications necessary to obtain the benefit of the Billo Platform.
3.13 The Billo Platform may contain links to other sites not maintained by Billo (“Linked Sites”). Billo is not responsible for the content of any Linked Sites, whether or not Billo is affiliated with the Linked Sites. Billo does not in any way endorse any Linked Sites and is not responsible for the quality or delivery of any products or services offered, accessed or advertised by such Linked Sites. To the extent that these Linked Sites collect personal information or contributions from Creator, Billo shall bear no responsibility or liability for the manner in which such information or postings are used or exploited. The Linked Sites are for Creator’s convenience only and Creator agrees to access them at Creator’s own risk.
3.14 You also acknowledge and consent to the Billo Platform accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Billo Platform. The Billo Platform is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
REGISTERING AN ACCOUNT
4.1 In order to use the Billo Platform, users must register an account via the Platform in the manner required and as set out in these Terms of Service.
4.2 Billo reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion.
4.3 All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Billo Platform. You may never use another’s Account without permission.
4.4 You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify Billo of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify Billo when you desire to cancel your Account. Billo will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
4.5 Billo retains the right and absolute discretion to terminate your Account and/or access to the Billo Platform (or any element thereof) if it believes that you are abusing or tampering with the Billo Platform (or any element thereof) in any way, that you have breached these Terms of Service, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the Billo Platform (or any element thereof).
4.6 The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. Billo reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
4.7 Users understand that in creating an Account they are providing their information to Billo and not to any social media platform. Users of the Billo Platform (whether Creators or Brands) are solely responsible and liable for any Content or information they respectively transmit to other users of the Billo Platform. To the extent permitted by law, each user of the Billo Platform agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the Billo Platform. Any questions, comments or complaints about the Billo Platform must be directed to Billo and not to any media or social media platforms.
TERMS APPLICABLE FOR CREATORS
5.1 Creator Eligibility
5.1.1 Any person must be 18 or older to register Creator Account on the Billo Platform.
5.1.2 In order to participate in any Campaigns and earn compensation via Billo, Creators must meet the following minimum standards:
5.2 Further Terms for Creator Accounts
5.2.1 If Creator does not meet the minimum standard, Creator may not be able to participate in campaign or access the full functionality of the Platform.
5.2.2. To register Creator Account, Creator must sign in to the Platform with their Instagram, Facebook account or other provided manner. In order to participate in campaigns, Creator must connect their Instagram account in the manner required. Billo Platform will not publish any content on Creator’s behalf on owned social media channels.
5.3 Creator Compensation
5.3.1 Creators are compensated for the Content they create after the Content is uploaded to the Platform and accepted by Brand.
5.3.2 Creator agrees that by uploading the Content to the Platform, Creator transfers all right, title, and interest in all Intellectual Property Rights to the Content to Brand, and must not post such Content on Creator’s own social media channels, unless so permitted by Brand.
5.4 Terms for Participating in a Campaign
5.4.1 Content must adhere to the requirements contained in these Terms of Service, and requirements imposed by Brand and Billo at the time of submitting the Content for approval. Brand or Billo may reject Content which does not comply with this condition until all requirements are met.
5.4.2 Creator warrants, in respect of each piece of Content created for the Campaigns, that:
18.104.22.168 Creator is of legal age to create, own and operate social media channels;
22.214.171.124 Creator owns the Intellectual Property Rights in the Content and has the right, as applicable, to assign the Intellectual Property Rights in the Content to the Brand in the manner set out in these Terms of Service;
126.96.36.199 the Content does not violate the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity;
188.8.131.52 the Content does not contain any misrepresentation or suggestion that Creator or any third party has the approval or sponsorship of any other party which Creator or such third party does not have;
184.108.40.206 any and all statements in the Content regarding Creator’s use and experience of the Brand or the Brand’s products or services are true and correct and representative of Creator’s opinion regardless of whether Creator is paid for such content or not, and fairly represent Creator’s use and experience and Creator will promptly notify Billo if Creator’s opinion of the Brand changes from that which Creator has expressed to date;
220.127.116.11 the relevant Content does not contain any representations or material which Creator knows or suspects (or ought reasonably to have known or suspected) to be false, misleading or deceptive;
18.104.22.168 the relevant Content is original and does not contain materials that have been previously broadcast, streamed, published, posted onto any social media channel, or otherwise communicated to the public by Creator in any way and does not contain materials that have been used in previous marketing materials or promotions for any third party or which otherwise infringe the rights of any third party;
22.214.171.124 Creator has not entered into any other agreement, arrangement or understanding with any guild, union, industrial organization or other third party which prevents or limits Creator from adhering to these Terms of Service, performing Creator’s obligations or granting the rights and benefits set forth herein, or result in a conflict of interest;
126.96.36.199 the use of the Content and the exercise of the Intellectual Property Rights in the Content by the Brand and Billo will not infringe any Intellectual Property Rights or other legal rights of any person or entity, nor give rise to a liability or any obligation to pay compensation to any person or entity.
5.5 Rights in Content
5.5.1. All right, title and interest in all Intellectual Property Rights in Content created will be transferred to the Brand. Billo reserves the right to also use the Content created for Billo’s own marketing and advertising purposes both on and outside The Billo Platform.
5.5.2 In consideration of Payment for the Content, the Creator agrees to grant in respect of each and every piece of Content:
188.8.131.52 the right to edit and re-format the Content into such formats or versions for use by Brand in such media as Brand requires in accordance with this clause;
184.108.40.206 a transfer and assignment to Brand of all right, title, and interest in all Intellectual Property Rights to the Content, created by Creator and uploaded onto the Billo Platform that pertains to the Brand’s product, without further notification to or consent of the Creator or any further compensation payable to the Creator. Brand grants Billo a royalty-free, perpetual, worldwide, irrevocable, non-exclusive, transferable license to use, edit, and re-format the Content for the sole purpose of marketing and promoting Brand and/or Billo (and the Billo products and services to which this Agreement pertains), without further notification to or consent of the Creator or any further compensation payable to the Creator;
220.127.116.11 the right to use the Creator’s identity and performances in the Content and to communicate the Content to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of Billo and internal communications of Billo); in all social media (including but not limited to the social media channels of Brand); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media);
18.104.22.168 the right to organically share, comment upon and organically re-post the relevant Content in the social media channel upon which the Content was published;
5.5.3 Creator acknowledges and agrees that Brand will not be required to remove from its social media channels any Content or any comment, share or re-post of Content.
5.5.4 Creator acknowledges and agrees that upon uploading the Content to the Platform, the Content and all Intellectual Property Rights subsisting in Content irrevocably becomes the property of Brand). This assignment is absolute, worldwide and for all uses and purposes including, without limitation the re-assignment of the Content to any other person or entity, licensing the Content to any other person or entity, the making of any modifications, enhancements, adaptations or versions of the Content, creating derivative works, and including any releases of the post in any medium. Creator agrees that Creator will, upon request by Billo, execute all documents and provide all information necessary to perfect Brand’s title in all Intellectual Property Rights in the Content. Creator releases Brand and Billo, their directors, officers, employees, successors, and assigns from all liability from any claims by Creator in connection with Content uploaded at Brand’s or Billo’s request.
5.5.5 Creator acknowledges and agrees that Content must not be posted to Creator’s channels or published in any other way under any circumstances, including re-posting or commenting upon the content after it has been posted or shared by Billo or a Brand.
5.5.6 By uploading Content to the Platform, Creators grant to Brand and Billo and its successors, licensees and assigns, to the maximum extent permitted by law, an unconditional and irrevocable waiver of all Moral Rights in the Content, and genuine consent to Brand and Billo and the successors, licensees and assigns of Brand and Billo, to use, deal, reproduce, publish, transmit, adapt, edit, change, modify or relocate the Content, whether in whole or in part, and whether alone or in combination with any other materials, including where such acts involve an infringement of any Moral Rights subsisting in the Content.
5.7 Creator Restraints
5.7.1 Creator agrees not to:
22.214.171.124 parody, disparage, give any adverse comment or make fun of the Brand or its products of services generally in any way;
126.96.36.199 create any contextual or surrounding posts or other material on a Channel that in any way detracts from, dilutes the effect of, or undermines Content or the Brand or its products or services.
5.7.2 Creator acknowledges that the restrictions contained in the clause above are reasonable in scope and duration having regard to the interests of the Brand and Billo and that these Terms of Service go no further than is reasonably necessary to protect the interests of the Brand and Billo.
ADDITIONAL TERMS FOR BRANDS
6.1 Further Terms for Brand Accounts
6.1.1 To register a Brand Account, Brand must access the Billo Platform and log in in the manner required, including providing Brand’s full name, email address, office address, telephone number and credit card details. Brand will not be charged to create a Brand Account.
6.1.2 Brand will be charged upfront for each Task Brand creates (multiple tasks if you select one of Billo’s Subscription plans). More information on Billo’s Pricing and charges can be found on our pricing page, located at https://billo.app/pricing/
6.1.3 Brands must adhere to the minimum spend (if applicable) implemented by Billo and enclosed on the Websites and the Platform. Billo may, at its sole discretion, change the minimum spend for Brand Accounts.
6.1.4 Brands are able to create social media campaigns on the Platform (“Campaigns”). Brand agrees that the information provided about the product/service in a Campaign is accurate.
6.1.5 With respect to Campaigns, Brand acknowledges and agrees that the Brand’s use of any Content is strictly conditional upon payment for the Campaign and then only in accordance with these Terms of Service.
6.1.6 Billo reserves the right to not approve the Campaigns and/or Brands that promote nudity, religious beliefs, violence, forbidden substances, as well as Brands that might cause any conflict of interests. Therefore, Billo also reserves the right to reject Content that promotes nudity, religious beliefs, violence and forbidden substances.
6.2 Payment Terms for Brands
6.2.1 You agree to pay Billo all fees and charges made to your Brand Account for all created, approved Tasks, in accordance with these Terms of Service.
6.2.2 You must pay all charges in the manner agreed upon when creating the Campaign. If no manner for payment is stated, the payment must be made by credit card using a provider authorised by Billo. Billo reserves the right to charge a credit card surcharge.
6.2.3 Brands may request that Billo issue an invoice for fees and charges expected to be incurred by the Brand during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign.
6.2.4 Brands may be required an additional advanced payment for the Campaign, if:
188.8.131.52 Creators are required to purchases Brands’ products/services before creating Content for the Campaign;
184.108.40.206 Billo, under its sole discretion, identifies a threat to the Creator’s interest.
6.2.5 Billo reserves the right to refuse any Invoice request in its sole discretion.
6.2.6 Where no terms of payment are stated on an Invoice or otherwise agreed with Billo in writing, the following standard payment terms apply:
220.127.116.11 Transactions made on Credit Card are charged upfront;
6.3 Payment of all Invoices is due in accordance with these Terms of Service.
6.4 When you create a Campaign for your Brand, you undertake that you are an authorised user of the card or account (as applicable) nominated on your Brand Account and to pay the applicable charges, that the card details provided are current, correct and complete and that your nominated card or account (as applicable) will cover the full amount of the charges. You must not pay, or attempt to pay, any charges through any fraudulent or unlawful means. Upon receiving your Campaign, we may carry out a standard pre-authorisation check of your nominated card or account (as applicable) to verify the details provided and to ensure there are sufficient funds to fulfil the Campaign Budget. The relevant Campaign may not be started until this pre-authorisation check has been completed.
6.5 If you fail to pay any charges or we are unable to successfully process your payment of any charges within the timeframe required (as applicable), we reserve the right to charge a late payment fee calculated at a rate of ten percent (10%) per annum but no less than $10.00 per month. This amount represents a genuine and reasonable estimate of such costs and expenses associated with managing and processing late payments. We also reserve the right to withdraw credit facilities (where applicable) at any time or to remove your access to the Billo Platform. Without limiting our rights, in the event you fail to pay any charges within the timeframe and in the manner required, we reserve the right to suspend or terminate your access to the Billo Platform or to suspend or terminate any current Campaigns.
6.6 Terms for Campaigns
6.6.1 Billo in its sole discretion reserves the right to reject Campaigns that do not comply with these Terms of Service or applicable law.
6.6.2 Upon creating the Campaign, you agree to the calculated price per Content and confirm Campaign budget.
6.6.3 You must not attempt to instruct, coerce or manipulate Creator to hide the commercial relationship between the Brand (Advertiser) and the Creator. Such attempts may result in Brand being immediately removed from the Billo Platform.
6.6.4 You acknowledge and agree that your right to use Content is strictly limited in accordance with these Terms of Service.
6.6.5 You warrant that:
18.104.22.168 you own the Intellectual Property Rights in Content you upload to the Billo Platform and have the right to licence the Content to Billo and Creators in the manner set out in these Terms of Service; or
22.214.171.124 you have the right to licence the Content to Billo and Creators in the manner set out in these Terms of Service; and
126.96.36.199 you will not encourage or facilitate any misrepresentation or suggestion that the Brand or any entity has the approval or sponsorship of any other entity which the Brand or entity does not have;
188.8.131.52 any Content you upload to the Billo Platform does not contain any representations or material which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading or deceptive.
6.6.6 Brand acknowledges that Creators are independent third parties and not directly controlled by Billo. As a consequence, any Content will inherently risk negative or unflattering comments about Brand’s content, products or services.
6.6.7 You acknowledge that Billo has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Content, Campaign, channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
BILLO INTELLECTUAL PROPERTY
7.1 All Billo materials on the Billo Platform are protected by all applicable laws including copyright and trademark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Service. Nothing in these Terms of Service will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the Billo materials to a Brand or Creator.
7.2 All right, title and interest in all Intellectual Property Rights in all of Billo brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the Billo Platform (“the Brand Features”) are the property of Billo and will remain or be vested in Billo at all times. Your use of the Billo Platform will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the Billo Platform. Billo, on a case by case basis and to the extent required, grants you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Billo Platform.
CREATOR & BRAND REPRESENTATIONS AND WARRANTIES
8.1 Creators and Brands participating in the Billo Platform warrant, represent and covenant that:
8.1.1 all information you provide to Billo upon registering for an Account is true, accurate and complete and not misleading;
8.1.2 any third-party social media accounts to which you link upload to the Content are:
184.108.40.206 your own accounts;
220.127.116.11 if the Account refers to a Brand, that you are the authorised representative of the Brand with the right to access its social media accounts and represent its interests; and
18.104.22.168 if the Account refers to an individual other than you, you are the authorised representative of that individual with the right to access his or her social media accounts and control his or her interests;
8.1.3 You have the right and authority to create an Account and agree to these Terms of Service, including, where relevant, the authority of any Brand or individual to create an Account, agree to these Terms of Service and to use the Billo Platform on its or his or her behalf;
8.1.4 You are authorised to submit Content, as applicable, in the manner invited via the Billo Platform;
8.1.5 Any Content you submit to the Billo Platform will not contain anything that:
22.214.171.124 is illegal or contrary to any laws, applicable industry code or the requirements or directions or relevant regulators;
126.96.36.199 is copied or adapted either wholly or substantially from any other work or material;
188.8.131.52 is indecent, obscene, threatening, discriminatory, harassing, in breach of any confidence, defamatory, offensive or objectionable or contains, depicts or alludes to or promotes aggressive, unruly, antisocial, lewd or illegal behaviour or sexually suggestive imagery;
184.108.40.206 parodies, disparages or makes fun of Billo or its products of services or Billo generally in any way;
220.127.116.11 solicits passwords or personal information for commercial or unlawful purposes or provides any telephone numbers, street addresses, last names, URLs or email addresses (unless part of a Campaign)
18.104.22.168 promotes an illegal or unauthorised copy of another person’s copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated materials;
22.214.171.124 involves the transmission of junk mail, chain letters, unsolicited mass mailing or spam; or
126.96.36.199 infringe the privacy rights, contract rights or other rights (including Intellectual Property Rights) of any person, corporation or entity.
9.1 FTC rules regarding testimonials in advertising do not apply to Billo, thus the Brand is solely responsible for compliance with them.
9.2. To comply with the FTC rules regarding testimonials in advertising, all Brands are advised to follow the guidelines of the FTC, which can be found here.
9.3 FTC rules regarding testimonials in advertising apply to Creators to the extent that Creators are endorsing the Brand’s product. In practice this means that the Creators cannot make false or misleading statements as part of their endorsements and they must disclose material connections between them and the advertiser. There is no guarantee that any post submitted will be positive. All product reviews must reflect the Creator’s genuinely held beliefs.
10.1 The Brand and the Creator acknowledge that:
10.1.1 Brand may arrange to send Creator a sample product or choose to reimburse Creator the cost associated with purchasing the product/service. In either case, the Product or Service trial is free for the Creator.
10.1.2 Billo will not be responsible or liable in any way for late delivery or non-arrival or any products sent from a Brand to a Creator.
10.1.4 Ownership rights in the Intellectual Property Rights in the Content created are transferred to the Brand.
10.1.5 nothing in these Terms of Service grants to the Creator any ownership rights in the Intellectual Property Rights of the Brand; and
10.1.6 nothing in these Terms of Service requires the Brand to make use of any of the rights granted to the Brand by the Creator under this Agreement.
10.2 Creator agrees to indemnify, and must defend and hold harmless, Billo and its related bodies corporate, personnel, servants and agent, from and against any loss, damages, and expense, including reasonable attorney fees, arising from any claim, demand, action, suit or proceedings brought by a third party in relation to:
10.2.1 access to the Billo Platform in violation of this Agreement;
10.2.3 your Content, if such Content does not conform to the terms of a Campaign Brief or other instructions provided by Brand;
10.2.4 your violation of any applicable laws, rules or regulations; and
10.2.5 any misrepresentation made by you.
10.3 Brand agrees to indemnify, and must defend and hold harmless Billo, its affiliates, and respective directors, officers, employees, successors, agents and assigns against any loss, damages, and expense, including reasonable attorney fees, arising from any claim, demand, action, suit or proceedings brought by a third party in relation to:
10.3.1 access to the Billo Platform in violation of this Agreement;
10.3.3 any claim or allegation that your Content infringes a third party’s rights, including Intellectual Property Rights; and
10.3.4 your violation of any applicable laws, rules or regulations.
10.4. Billo represents, warrants, and covenants that (a) Billo owns or otherwise has sufficient rights to the Platform to ensure lawful access and use of the Platform by you in accordance with the terms of this Agreement; (b) the Platform, or use of the Platform, does not and will not violate the patents, copyrights, contract rights, or other intellectual property rights of any third party.
10.5. Billo agrees to indemnify, defend and hold harmless Brand, its affiliates, and its respective directors, officers, employees, successors, agents and assigns against any loss, damages, and expense, including reasonable attorney fees, arising from any claim, demand, action, suit or proceedings brought by a third party in relation to (a) Billo’s breach of any representation, warranty, covenant, or obligation under this Agreement; (b) infringement of any patent, copyright, trade secret, trademark or other intellectual property right arising out of Brand’s use of the Platform in accordance with the terms of this Agreement; and (c) Billo’s violation of any applicable laws, rules or regulations.
10.6. The Party seeking indemnity under items 10.2-10.5 of this Agreement (“Indemnified Party”) will use commercially reasonable efforts to provide the other Party (“Indemnifying Party”) with prompt written notice of any claim for which the Indemnified Party seeks an indemnity. The Indemnified Party reasonably will cooperate in the defense of any such claim, at the Indemnifying Party’s sole expense. The Indemnifying Party may not settle any claim against the Indemnified Party without the Indemnified Party’s prior express written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense of a claim through counsel of its own choice at its own expense; provided, however, that if the Indemnified Party reasonably determines that the Indemnifying Party is unwilling or unable to defend the Indemnified Party’s interests, then the Indemnified Party may assume the defense against any claims at the Indemnifying Party’s sole expense. The Parties’ indemnification obligations survive termination of the Agreement.
LIMITATION OF LIABILITY
11.1 In using the Billo Platform, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Billo be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Billo Platform.
11.2 Except in connection with a party’s indemnification or confidentiality obligations, either party’s liability in connection with these Terms of Service, regardless of the form or cause of action, shall be limited to the amount actually paid by the Brand to Billo for the services related to the Brand’s most recent Campaign or $20,000, whichever is lower. Billo shall not be liable to Creator for damages of any kind arising out of the Creator’s use of the Billo Platform. Without limiting their foregoing, and except in connection with a party’s indemnification or confidentiality obligations, in no event shall either party be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, the Billo Platform, these Terms of Service or any Content or Campaign. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if Billo or any other party has been advised of the possibility of such damages.
12.1 Billo reserves the right to monitor the Billo Platform generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, Billo may close or freeze the Account immediately. Billo retains the right and absolute discretion to suspend or terminate your Account, and/or access to the Billo Platform generally without notice if Billo believes you have abused any privilege accorded to you as a participant in the Billo Platform, supplied misleading information or made any misrepresentations to Billo in connection with the Billo Platform, tampered with the Billo Platform in any way, breached these Terms of Service, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the Billo Platform. Billo retains the right to remove any Content that it considers breaches these Terms of Service. In the event of termination or suspension of your Account in accordance with these Terms of Service, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. Billo’s legal rights to recover damages or other compensation from you are reserved.
12.2 During the term, each party may receive certain non-public information and materials concerning the other party’s business, technology and products that are proprietary and of substantial value to such party (“Confidential Information”). Each party will not use or disclose to any third party any Confidential Information except as permitted by this Agreement or as authorized by the other party’s prior written consent. Each party will use reasonable efforts to maintain the confidentiality of all such Confidential Information, and no party will use less effort than it ordinarily uses with respect to its own confidential information. The foregoing will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body (provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement), or on a confidential basis to its legal or financial advisors, or prospective acquirers or investors. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the recipient; (b) is rightfully and lawfully known by the recipient at the time of disclosure without a confidentiality obligation; (c) is independently developed by the recipient without use or access of the disclosing party’s Confidential Information; or (d) the recipient rightfully and lawfully obtains from a third party without disclosure restrictions.
13.1 If the Billo Platform is not capable of running as planned for any reason beyond the reasonable control of Billo, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Billo Platform, or if any social media platform alters its terms of service, access or permission in such a way that affects the Billo Platform, Billo reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Billo Platform.
13.2 No additional Creator or Brand originating agreement or other terms and conditions (including purchase order or insertion order terms and conditions) may be imposed on Billo unless agreed by Billo in writing and, in such case, if any terms and conditions in a Creator or Brand originating agreement or other terms and conditions are inconsistent with these Terms of Service, these Terms of Service shall prevail to the extent of any inconsistency.
13.3 If you are using the Billo Platform on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity. These Terms of Service constitute the entire agreement between you and Billo and govern your use of the Billo Platform, superseding any prior agreements between you and Billo. You will not assign any rights or obligations under these Terms of Service, in whole or in part, to any third party without the prior written consent of Billo. Billo may assign its rights or obligations hereunder at its sole discretion.
13.4 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Service without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
14.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Billo, whether relating to this Agreement (including any alleged breach thereof), the Billo Services, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Billo are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
14.2 YOU AND BILLO AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BILLO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
14.3 Billo is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the Billo Platform and/or Billo Services can be resolved quickly and to the user’s satisfaction by emailing customer support at [email protected] If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (Notice). The Notice to Billo should be sent to Gedimino str. 22A-14, Kaunas, 44319 (Notice Address). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If Billo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Billo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Billo or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Billo is entitled.
14.4 All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
14.5 If a court decides that any term or provision of this Arbitration Agreement other than Section 3 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any provision in Section 3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
14.6 Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, Billo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Billo Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
CONTACT AND HELP DETAILS
Email: [email protected]
Phone: +1 650 699 6740
Address: 584 Castro St #2163
San Francisco, CA 94114-2512
Phone: +370 622 49761
Address: Gedimino g. 22A-14, LT-44319 Kaunas