TERMS AND CONDITIONS
V1RA APP LTD
V1RA APP LTD provides an agency marketing and software solution service via an online Platform, which connects Companies and Creators, enabling them to create digital marketing Campaigns.
By signing up with V1RA APP LTD’s subscription service, the Company accepts and agrees to be bound by (and separately warrants and represents to V1RA APP LTD and to the Creator that it will comply with) these Terms and Conditions in relation to each Campaign placed on the Platform. Any other terms or conditions sought to be imposed by the Company (including, without limitation, terms in any insertion or purchase order, email, or acknowledgement) are expressly excluded and shall not be binding on V1RA APP LTD or the Creator.
By registering with V1RA APP LTD, the Creator further accepts and agrees to be bound by (and separately warrants and represents to V1RA APP LTD and to the Company that it will comply with) these Terms and Conditions in relation to each Campaign it is engaged with via the Platform.
These Terms and Conditions constitute the entire agreement between V1RA APP LTD, the Company, and the Creator in respect of any and all Campaigns conducted on behalf of the Company via the Platform (“Agreement”).
THE PARTIES AGREE:
1.1 In this Agreement:
Advertising Services
means the advertising of the Company Materials by the Creator, together with the Creator Materials, in accordance with the requirements of the Company and as set out in the Campaign.
Advertising Laws
means all laws, regulations and codes of practice which are applicable to the Advertising Services (including the UK Code of Non-broadcast Advertising, Sales Promotions and Direct Marketing (CAP Code), the ISBA Creator Marketing Code of Conduct and all other codes under the general supervision of the Advertising Standards Authority, Trading Standards and/or Competition and Markets Authority).
Affiliate Campaign
means a Campaign in which the Creator earns commission based solely on verified sales or other tracked commercial actions driven by the Creator’s content. The Creator applies to participate and is either automatically approved or manually approved or rejected by the Company, depending on the Campaign settings configured by the Company at the time of Campaign creation. Affiliate Campaign earnings are subject to the Commission Holding Period.
Autopilot
means the optional Platform feature through which a Creator grants V1RA APP LTD permission to automatically publish pre-approved brand or artist content to the Creator’s connected social media accounts. Autopilot may be activated by the Creator in one of two ways:
(a) by toggling the Autopilot feature on within the Platform, whereupon V1RA APP LTD will automatically match the Creator to eligible Instant Reach Campaigns and post approved content on the Creator’s behalf; or
(b) by applying to a specific Instant Reach Campaign (displayed to the Creator as an Autopilot Campaign), which shall activate the Autopilot feature and also enrol the Creator for automatic matching and fulfilment of future Instant Reach Campaigns.
Once Autopilot is activated by either method, the Creator is enrolled in the automatic matching pool for all eligible Instant Reach Campaigns going forward. The Creator may revoke Autopilot consent at any time with immediate effect via the Platform.
Campaign
means the digital marketing campaign placed by the Company on the Platform specifying the requirements for the Campaign to be conducted by the Creator. Campaigns fall into one of four types: Instant Reach Campaigns, Creator Content Campaigns, Performance Campaigns, or Affiliate Campaigns.
Campaign Package
means any series of Campaigns ordered by the Company and supplied by the Creator.
Campaign Period
means the period over which advertising will be provided by the Creator, as set out in the Campaign.
Campaign Reports
means the report V1RA APP LTD provides to the Company detailing the Campaign analytics and influencer metrics in the form agreed in the Campaign, including a breakdown of the Advertising Services by day, content area, impressions and clicks.
Commission Holding Period
means a period of thirty (30) days from the date on which a commission-based earning is recorded on the Platform, during which the relevant Creator Consideration is held by V1RA APP LTD before becoming available for withdrawal by the Creator. This period exists to account for customer refunds, returns, chargebacks, and fraud verification.
Company(ies)
means any company or entity placing an order for a Campaign via the Platform.
Company Materials
means the Company’s copy, logos, artwork, designs, brand and product information, creative materials, digital materials and any other information or materials supplied by the Company to V1RA APP LTD and the Creator in connection with the Agreement.
Confidential Information
means any information that a party has or acquires before or after the date of this Agreement that is confidential in nature concerning the other party, including its or their business, affairs, operations, processes, budgets, pricing policies, product information, plans, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers.
Creator
means one or more social media users, content creators or influencers registered on the Platform to provide the Advertising Services for and on behalf of the Company.
Creator Channels
means the platform and/or channels which are controlled by the Creator and in relation to which the Creator agrees to distribute the Creator Materials.
Creator Consideration
means the sums or amounts payable to the Creator as set out in the relevant Campaign, or separately agreed between the Company and Creator.
Creator Content Campaign
means a Campaign in which the Creator produces and posts original content on their own social media channels and earns based on verified views generated by that content. The Creator applies to participate and is either automatically approved or manually approved or rejected by the Company, depending on the Campaign settings configured by the Company at the time of Campaign creation.
Creator Image Rights
means the name, likeness, branding, image, voice or signature of the Creator.
Creator Materials
means any and all content and materials produced by or on behalf of the Creator as a result of the performance of the Advertising Services featuring and/or otherwise referring or relating to the Company or the Company Materials as described in any Campaign.
Data Protection and Privacy Laws
means any laws relating to privacy or to the processing, privacy and/or use of Personal Data, in each case as applicable to and binding on either party, including:
(a) the Data Protection Act 2018, the UK GDPR, and the Privacy and Electronic Communications Regulations 2003; and
(b) any laws which implement, replace, extend or amend any of the foregoing.
Instant Reach Campaign
means a Campaign (displayed to Companies as “Instant Reach” and to Creators as “Autopilot”) in which the Company uploads video content and V1RA APP LTD automatically distributes that content to matched Creator accounts on supported social media platforms. Creators participate via the Autopilot feature. Creator earnings under Instant Reach Campaigns are based on verified views and are available for instant withdrawal.
Intellectual Property Rights
means copyright, rights related to copyright such as moral rights and performers’ rights, patents, rights in inventions, rights in Confidential Information, know-how, trade secrets, trade marks, geographical indications, service marks, trade names, design rights, rights in get-up, database rights, databases, domain names, business names, rights in computer software and all similar rights of whatever nature wherever in the world arising and, in each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and wherever existing.
Performance Campaign
means a hybrid Campaign in which the Creator earns based on both verified views and sales commission. The Creator applies to participate and is either automatically approved or manually approved or rejected by the Company, depending on the Campaign settings configured by the Company at the time of Campaign creation. The views component is payable on an instant, on-demand basis, and the commission component is subject to the Commission Holding Period.
Platform
means the website and application operated by V1RA APP LTD and located at the URL: https://www.v1ra.com.
Platform Data
means all data generated through or collected by the Platform in connection with Campaigns, including but not limited to performance analytics, audience metrics, engagement data, conversion data, transaction records, and aggregated or anonymised datasets derived therefrom.
Platform Fees
means the subscription fees and/or campaign fees payable by the Company to V1RA APP LTD.
Term
means the period between the placing of the Campaign Order and the conclusion of the Campaign Period as specified in the Campaign Order.
2.1 The Platform supports four Campaign types:
(a) Instant Reach Campaigns (displayed to Creators as Autopilot Campaigns);
(b) Creator Content Campaigns;
(c) Performance Campaigns; and
(d) Affiliate Campaigns.
2.2 For each Campaign placed on the Platform, the Company agrees to engage the Creator in connection with the marketing, advertising and promotion of the Company’s products in accordance with the terms of this Agreement.
2.3 For Creator Content Campaigns, Performance Campaigns, and Affiliate Campaigns, the Creator must apply to participate via the Platform. Upon application:
(a) where the Company has configured the Campaign for automatic approval, the Creator shall be approved immediately upon application; or
(b) where the Company has configured the Campaign for manual review, the Company shall review the Creator’s profile and approve or reject the application at its discretion.
2.4 Approval to participate in a Campaign does not guarantee earnings. Earnings are determined by the Creator’s performance in accordance with the Campaign terms.
2.5 For Instant Reach Campaigns, Creators participate via the Autopilot feature. The Creator may activate Autopilot by:
(a) toggling the Autopilot feature on within the Platform, whereupon V1RA APP LTD will automatically match the Creator to eligible Instant Reach Campaigns; or
(b) applying to a specific Instant Reach Campaign (displayed to the Creator as an Autopilot Campaign), which shall activate the Autopilot feature and enrol the Creator in automatic matching for all future eligible Instant Reach Campaigns.
2.6 Once Autopilot is activated by either method described in Clause 2.5, V1RA APP LTD shall automatically match the Creator to eligible Instant Reach Campaigns and publish pre-approved content to the Creator’s connected social media accounts on the Creator’s behalf.
2.7 The Creator may revoke Autopilot consent at any time with immediate effect by disabling the Autopilot feature via the Platform. Upon revocation:
2.7.1 V1RA APP LTD shall cease all automated posting to the Creator’s accounts immediately;
2.7.2 any content already published prior to revocation shall remain live unless separately removed by the Creator; and
2.7.3 the Creator shall remain entitled to any earnings accrued from Autopilot content published prior to revocation.
2.8 V1RA APP LTD shall ensure that all content published via Autopilot has been pre-approved by the relevant Company and complies with applicable Advertising Laws.
2.9 V1RA APP LTD shall not be liable for any loss or damage arising from content posted to a Creator’s account via Autopilot where such content was posted with the Creator’s prior consent and in accordance with this Clause 2.
3.1 The Company shall:
3.1.1 supply the Company Materials required for the Campaign;
3.1.2 cooperate with V1RA APP LTD and the Creator in all matters relating to the Campaign and respond promptly to any request by the Creator or V1RA APP LTD for approval or information reasonably required by the Creator in connection with the Campaign;
3.1.3 ensure the Company Materials are accurate and complete in all material respects;
3.1.4 ensure that any and all advertising and marketing claims incorporated in any Company Materials and in any specification for Advertising Services in the Campaign comply with all applicable laws, including the Advertising Laws; and
3.1.5 where the Company has configured a Campaign for manual review, review and respond to Creator applications within a reasonable timeframe.
3.2 The Company warrants and represents to V1RA APP LTD and the Creators that:
3.2.1 the Company is entitled to enter into this Agreement and has full power and authority to grant the rights expressed to be granted under this Agreement; and the Company is exclusively entitled to give all assurances and confirmations set out herein to enable the Creator to provide the Advertising Services as described without making any further payment other than as expressly set out in this Agreement;
3.2.2 the Company Materials and any information supplied to the Creator or to V1RA APP LTD are accurate, complete and up to date and will not infringe any third-party Intellectual Property Rights;
3.2.3 the Company Materials will not contain any defamatory, obscene or otherwise unlawful material or content; and
3.2.4 the Company Materials will comply with all applicable laws and regulations (including the Advertising Laws).
3.3 V1RA APP LTD reserves the right to remove, suspend or amend any Campaign that, in its reasonable opinion, breaches these Terms and Conditions or may adversely affect its reputation or the reputation of any Creator.
4.1 The Creator shall:
4.1.1 carry out the Advertising Services using all reasonable skill and care, in a timely and professional manner, and in accordance with the Campaign requirements;
4.1.2 ensure that all Creator Materials and any Creator Channels used comply with applicable Advertising Laws, the terms of this Agreement, and any reasonable instructions issued by V1RA APP LTD or the Company;
4.1.3 for Creator Content, Performance, and Affiliate Campaigns, submit the Creator Materials to V1RA APP LTD and/or the Company for approval before publication;
4.1.4 not post any Creator Materials until such approval is obtained (this requirement does not apply to Instant Reach/Autopilot Campaigns where content is published automatically by V1RA APP LTD); and
4.1.5 make any amendments reasonably required by V1RA APP LTD or the Company to ensure compliance with the Campaign requirements and Advertising Laws.
4.2 The Creator shall not:
4.2.1 engage in any activity which is misleading, defamatory, offensive, obscene, discriminatory or otherwise unlawful;
4.2.2 make any statement or representation in the Creator Materials that is inaccurate or misleading as to the Company’s products or services;
4.2.3 disclose any Confidential Information belonging to V1RA APP LTD or the Company; or
4.2.4 artificially inflate views, engagement, or sales metrics through any fraudulent means, including but not limited to the use of bots, click farms, fake accounts, or purchased engagement.
4.3 The Creator shall make all required disclosures under Advertising Laws in relation to paid partnerships, advertisements or sponsorships and shall use appropriate tags or labels to identify content as advertising where required.
5.1 The Company shall pay V1RA APP LTD the Platform Fees and shall fund the Creator Consideration in accordance with the Campaign terms via the Platform.
5.2 Unless otherwise specified, all amounts are exclusive of VAT and any other applicable taxes, which shall be added at the appropriate rate.
5.3 If the Company fails to make any payment by the due date, V1RA APP LTD may charge interest on the overdue amount at a rate of 4% per annum above the Bank of England base rate, accruing daily until payment is made.
5.4 The Company may cancel a Campaign directly via the Platform at any time. Where cancellation occurs:
5.4.1 the Platform shall notify the Company of any fees, charges, or Creator Consideration that have already been incurred or are otherwise payable as a result of the Campaign prior to cancellation;
5.4.2 the Company shall remain liable for all fees and Creator Consideration accrued up to the point of cancellation; and
5.4.3 V1RA APP LTD shall not be obliged to refund any Platform Fees or campaign spend already processed, unless otherwise determined at V1RA APP LTD’s sole discretion.
5.5 Creator Consideration earned from verified views (including Instant Reach/Autopilot Campaigns, Creator Content Campaigns, and the views component of Performance Campaigns) shall be available for withdrawal by the Creator on an instant, on-demand basis via the Platform, subject to Clause 5.9.
5.6 Creator Consideration earned from sales commission (including Affiliate Campaigns and the commission component of Performance Campaigns) shall be subject to the Commission Holding Period of thirty (30) days before becoming available for withdrawal. The Commission Holding Period exists to account for customer refunds, product returns, chargebacks, and fraud verification.
5.7 Where a sale or tracked action that generated commission-based earnings is subsequently reversed, refunded, or charged back during the Commission Holding Period, the corresponding Creator Consideration shall be deducted before release.
5.8 Where a Creator participates in a Performance Campaign, the views-based earnings and commission-based earnings shall be treated separately for payout purposes: views-based earnings are available for instant withdrawal under Clause 5.5, and commission-based earnings are subject to the Commission Holding Period under Clause 5.6.
5.9 V1RA APP LTD reserves the right to withhold, delay, or suspend any Creator payout (whether views-based or commission-based) where:
5.9.1 V1RA APP LTD reasonably suspects fraud, artificial inflation of views, bot activity, or any other manipulation of Campaign metrics;
5.9.2 the relevant Company disputes the Campaign results or the validity of the Creator’s performance;
5.9.3 the Creator is in breach of these Terms and Conditions or any applicable Platform rules; or
5.9.4 the Creator has not completed all required compliance checks, identity verification, or KYC (Know Your Customer) procedures as required by V1RA APP LTD or its payment processing partners.
5.10 Where V1RA APP LTD withholds a payout under Clause 5.9, it shall use reasonable endeavours to notify the Creator of the reason for the withholding and to resolve the matter within a reasonable timeframe. V1RA APP LTD shall release withheld funds promptly upon satisfactory resolution, or may permanently forfeit such funds where fraud or material breach is confirmed.
6.1 All Intellectual Property Rights in the Company Materials shall remain the property of the Company.
6.2 All Intellectual Property Rights in the Creator Materials shall remain the property of the Creator, subject to the licence granted below.
6.3 The Creator hereby grants to the Company a worldwide, royalty-free, non-exclusive licence to use, reproduce, publish, display and communicate the Creator Materials (including Creator Image Rights incorporated therein) for the purposes of the Campaign and the Company’s own marketing and promotion, for the Campaign Period and for a period of twelve (12) months thereafter, unless a different duration is specified in the Campaign or otherwise agreed in writing between the parties.
6.4 The Company grants to V1RA APP LTD a non-exclusive licence to use the Company Materials solely for the purpose of performing its obligations under this Agreement.
7.1 All Platform Data is and shall remain the exclusive property of V1RA APP LTD. Neither the Company nor the Creator acquires any ownership rights in the Platform Data by virtue of this Agreement.
7.2 V1RA APP LTD grants the Company and the Creator a limited, non-exclusive, non-transferable right to view and export their own respective Campaign performance data via the Platform dashboard, solely for their own internal business purposes.
7.3 Neither the Company nor the Creator shall:
7.3.1 sell, licence, sublicence, or commercially exploit any Platform Data;
7.3.2 use Platform Data to build or contribute to any competing product or service; or
7.3.3 scrape, harvest, or systematically extract Platform Data by any automated means.
7.4 V1RA APP LTD may use aggregated and anonymised Platform Data for its own purposes, including product development, benchmarking, and marketing, provided that no individual Company or Creator is identifiable from such use.
8.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of any other party, except as permitted by this Clause.
8.2 Each party may disclose the other party’s Confidential Information:
(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s Confidential Information comply with this Clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
8.3 No party shall use any other party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
9.1 Either party may terminate this Agreement immediately by written notice if the other party:
(a) commits a material breach of this Agreement and fails to remedy that breach within 14 days after being notified in writing; or
(b) becomes insolvent, bankrupt or has a receiver appointed over its assets.
9.2 V1RA APP LTD may terminate this Agreement at any time on 14 days’ written notice to the Company or Creator.
10.1 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
10.2 Upon termination, each party shall immediately return (or destroy at the other party’s request) all Confidential Information belonging to the other party.
10.3 Upon termination, any Creator Consideration that has been earned but not yet paid out shall remain subject to the applicable payout terms (including the Commission Holding Period where relevant) and shall be paid to the Creator in due course, subject to Clause 5.9.
10.4 Upon termination, the Autopilot feature shall be immediately deactivated for the affected Creator, and V1RA APP LTD shall cease all automated posting to the Creator’s accounts.
11.1 Nothing in this Agreement limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
11.2 Subject to Clause 11.1, V1RA APP LTD shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or any indirect or consequential loss or damage whatsoever arising in connection with this Agreement.
11.3 V1RA APP LTD’s total liability to the Company and/or Creator for all claims arising out of or in connection with this Agreement shall be limited to the total Platform Fees paid by the Company in the 12-month period immediately preceding the claim.
12.1 Assignment. No party may assign, transfer or sub-contract any of its rights or obligations under this Agreement without the prior written consent of V1RA APP LTD.
12.2 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by all parties.
12.3 Set-off. All amounts due shall be paid in full without set-off or deduction.
12.4 No Partnership. Nothing in this Agreement is intended to create a partnership or joint venture between the parties.
12.5 Severance. If any provision of this Agreement is held to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
12.6 Waiver. A failure or delay by a party to exercise any right under this Agreement shall not constitute a waiver of that right.
12.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.
12.8 Third Party Rights. A person who is not a party to this Agreement shall have no rights to enforce any term of it.
12.9 Notices. All notices shall be in writing and sent to: V1RA APP LTD, 38a-42a Ormskirk Road, Preston, England, PR1 2QP, or by email to hello@v1ra.com.
12.10 Force Majeure. V1RA APP LTD shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations if such delay or failure results from events beyond its reasonable control.
12.11 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
12.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.