By participating in our ambassador programme you (the Ambassador) agree to these terms and conditions.
SpinVid Limited (trading as SpinVid) is a company incorporated in England and Wales under company registration number 10938272, and whose registered office is at Office 7, 35-37 Ludgate Hill, London, EC4M 7JN (SpinVid).
1.1 All following capitalised words in this agreement shall have the following meaning, unless the context provides otherwise:
Ambassador Royalties means a percentage or fixed monetary amount of SpinVid’s Net Receipts which SpinVid shall pay to you in accordance with Clause 5, such percentage or fixed amount to be determined by SpinVid (at its own discretion) and communicated to you at the time you are on boarded as an ambassador;
App Sale means each individual purchase of a premium subscription to the SpinVid App using a Discount Code;
Discount Code(s) means the unique code(s) and URL(s) which are issued to you by SpinVid;
Quarter means each three-month period starting on the first day of January, April, July, and October in each calendar year. Quarterly shall be construed accordingly;
SpinVid App means the application software called SpinVid which is available for download on the iOS AppStore and the Google Play App store;
SpinVid’s Net Receipts means the net amount received by SpinVid for each App Sale, after deducting any value added or other sales tax thereon, any commissions payable by SpinVid to the iOS AppStore and the Google Play App store, any other commissions or sums payable by SpinVid to its third party partners and any transfer fees owed by SpinVid to its bank.
1.2 A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.
1.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.4 A reference to writing or written includes emails.
2. AGREEMENT AND TERM
2.1 This agreement constitutes the entire agreement between the parties. By executing the agreement both parties are automatically agreeing to the provisions of the entire contract. The Ambassador acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of SpinVid which is not set out in the agreement.
2.2 The agreement shall come into existence and commence on the date you agree to the terms and conditions (Commencement Date), and shall continue, unless terminated in accordance with its terms.
3. ELIGIBILITY CRITERIA
3.1 You must meet all of the following eligibility criteria:
3.1.1 You must be 18 years or older to participate.
3.1.2 You must remain compliant with the terms and conditions of this agreement for the duration of the agreement.
3.1.3 You must have and actively use at least one or more of the following social media channels: Instagram, Facebook, YouTube, TikTok and Twitter.
3.1.4 You agree to follow SpinVid official social media accounts for all social platforms you are active.
4. AMBASSADOR ROYALTIES
4.1 You shall:
4.1.1 actively promote the SpinVid brand, SpinVid App and any other SpinVid products to your social media platform network, posting at least three times per month and quoting the Discount Code(s) in each post;
4.1.2 comply with any reasonable instructions from SpinVid in connection with this agreement;
4.1.3 ensure that any content you post under Clause 4.1.1 complies with the relevant social media platform’s terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority’s guidance on social media endorsements and all other applicable regulatory guidance, as updated from time to time. Without limiting the foregoing, you shall use an appropriate disclosure (such as #ad) in the posts in a way that is clear and comprehensible;
4.1.4 not make any derogatory statement relating to SpinVid, the SpinVid brand, SpinVid App or any other SpinVid product in public, online (including on any social media platform), to the press or elsewhere;
4.1.5 at SpinVid’s request remove any posts which are derogatory of SpinVid, the SpinVid brand, SpinVid App or any other SpinVid product over which it has control both from the relevant social media platform and any other media as soon as practicably possible;
4.1.6 not be involved in a similar brand ambassador programme or engage in any promotional activity of a business which competes with SpinVid for the duration of the agreement;
4.1.7 not make any statements which in the Client’s reasonable opinion would prejudice the goodwill or reputation of SpinVid, the SpinVid brand , SpinVid App, or any other SpinVid product;
4.1.8 not be involved in any business concern which is (or intends to be) in competition with SpinVid App or any other SpinVid product, during the term of this agreement and for a period of twelve months after its
termination, without the prior written consent of SpinVid; or 4.1.9 not offer to employ or engage or otherwise endeavour to entice away from SpinVid anyone employed or engage by SpinVid, during the term of this agreement and for a period of six months after its termination, without the prior written consent of SpinVid.
5.1 Subject to Clause 5.2, within 60 days of the end of each Quarter, SpinVid shall pay you the Ambassador Royalties which you have earned in the previous Quarter. For the avoidance of doubt, where there are zero App Sales during a Quarter you will not earn any Ambassador Royalties for that Quarter.
5.2 Where the amount of the Ambassador Royalties owed to you for a Quarter does not exceed an amount equivalent to £40, SpinVid shall not be required to pay the Ambassador Royalties for that Quarter until the cumulative Quarterly amount of Ambassador Royalties owed to you exceeds £40, in which case the Ambassador Royalties shall be paid within 60 days of the end of the Quarter in which the amount of Ambassador Royalties owed to you has exceeded £40.
5.3 SpinVid shall pay the Ambassador Royalties into a bank account nominated in writing by you.
5.4 In the unlikely event SpinVid makes an error in the calculation of the Ambassador Royalties, SpinVid shall have the right to recover any surplus amounts which have been paid to you as a result of that error, and you will repay such amounts immediately.
5.4 SpinVid may change the rates of the Ambassador Royalties at any time and any change shall be reflected in your next payment (if any) due under Clause 5.1.
6. INTELLECTUAL PROPERTY
6.1 SpinVid agrees that all intellectual property rights in:
6.1.1 all materials created by the Ambassador in performing its obligations under this agreement (including any photographs, audiovisual content, music compositions, artwork, graphics, designs, performance and any other material protected by intellectual property rights) (Ambassador Materials); and
6.1.2 the Ambassador’s preexisting trademarks, service marks, logos, other materials connected with the Ambassador’s brand, names (including nicknames and stage names), biography, signature, image, voice and likeness (Ambassador Assets), shall vest in and remain the sole property of the Ambassador at all times.
6.2 The Ambassador grants SpinVid, for the duration of this agreement, a nonexclusive worldwide licence to use, and to authorise others to use, the Ambassador Materials and the Ambassador Assets for the purpose of promoting the Ambassador’s association with, and provision of brand ambassador services to, SpinVid including by using and promoting the Ambassador Materials and the Ambassador Assets on SpinVid’s own websites, social media pages and other marketing and publicity material in any medium. The Ambassador acknowledges that SpinVid is not responsible for third parties’ use of the Ambassador Materials and Ambassador Assets or for their removal from media outside its control after the expiry of this agreement.
6.3 SpinVid may provide materials to the Ambassador in connection with this agreement (SpinVid Materials). SpinVid grants the Ambassador, for the duration of this agreement, a nonexclusive worldwide licence to use the SpinVid Materials solely for the purpose of performing its obligations under this agreement. Other than under this licence, the Ambassador shall not acquire any right in or title to the SpinVid Materials.
6.4 Any goodwill derived from the use of the SpinVid Materials by the Ambassador shall accrue to SpinVid. SpinVid may, at any time, call for a document confirming the assignment of that goodwill and the Ambassador shall immediately execute it.
6.5 The terms of this Clause 6 shall survive termination of this agreement for any reason.
7. WARRANTIES AND INDEMNITIES
7.1 SpinVid and the Ambassador anticipate that this agreement shall not constitute an employment relationship. The Ambassador agrees to reimburse SpinVid (on an after tax basis) any amounts SpinVid is required to pay to a tax authority in respect of income tax, national insurance contributions or any like taxes, together with interest and penalties thereon.
7.2 The Ambassador warrants, represents and undertakes that:
7.2.1 they have the legal capacity and are free contractually to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
7.2.2 to the best of their knowledge and belief, the Ambassador Assets and the Ambassador Materials (excluding SpinVid Materials) are wholly original and their use in accordance with this agreement will not infringe the intellectual property rights of any third party;
7.2.3 to the best of their knowledge and belief, the Ambassador Assets and the Ambassador Materials (excluding SpinVid Materials) will not contain any defamatory matter, breach any contract, law or duty of confidentiality, infringe data protection rights or constitute contempt of court or obscenity;
7.2.4 to the best of their knowledge and belief, the Ambassador Assets and the Ambassador Materials (excluding SpinVid Materials) will comply with the relevant social media platform’s terms of use, the law, the CAP and BCAP advertising codes, the Competition and Markets Authority’s guidance on social media endorsements and all 9.3 other applicable regulatory guidance, as updated from time to time;
7.2.5 to the best of their knowledge and belief, they have not used paid followers, bots or other forms of technology to artificially inflate their follower numbers or make their posts appear more popular.
7.3 The Ambassador shall indemnify SpinVid against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by SpinVid arising out of or in connection with any third party claims or any action, adjudication or decision taken against SpinVid by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of Clause 7.2.
8. LIMITATION OF LIABILITY
8.1 References to liability in this Clause 8 includes every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.2 Nothing in agreement shall limit any liability:
8.2.1 Under Clause 7.3;
8.2.2 which cannot legally be limited, including but not limited to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation; or
8.2.3 for either party’s deliberate default.
8.3 Subject to Clause 8.2:
8.3.1 each party’s total liability to the other shall not exceed £10,000 (GBP);
8.3.2 SpinVid shall not have any liability to the Ambassador for:
a. loss of profits or income;
b. loss of sales or business;
c. loss of agreements or contracts;
d. loss of anticipated savings;
e. loss of use or corruption of software, data or information;
f. loss of or damage to goodwill;
g. loss of publicity or loss of opportunity to enhance the Ambassador’s reputation; or h. indirect or consequential loss;
8.3.3 the Ambassador shall have liability to SpinVid for:
a. loss of profits or income;
b. loss of sales or business; and
c. loss of or damage to goodwill; and
8.3.4 the Ambassador shall not have any liability to SpinVid for:
a. loss of agreements or contracts;
b. loss of anticipated savings;
c. loss of use or corruption of software, data or information; or
d. indirect or consequential loss.
9. TERMINATION
Either party may terminate this agreement by giving 7 days’ notice to the other party.
Without limiting its other rights or remedies, SpinVid may terminate the agreement with immediate effect by giving written notice to the Ambassador if:
9.2.1 the Ambassador commits a material breach of its obligations under this agreement and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
9.2.2 the Ambassador takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 9.2.2;
9.2.3 the Ambassador suspends or ceases, or threatens to suspend or cease, carrying on business; or
9.2.4 the Ambassador (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
9.3 On termination of the agreement for any reason:
9.3.1 without prejudice to its rights of setoff, SpinVid shall, subject to receipt of appropriate invoices, pay the Ambassador sums due under this agreement up to the date of termination;
9.3.2 the Ambassador shall, if requested by SpinVid, remove any and all posts associated with SpinVid from the relevant social media platforms as soon as practicably possible; and
9.3.3 each Party shall promptly deliver to the other party (or dispose of as directed by it) all materials and property belonging or relating to the other party and all copies of the same, to the extent that such materials are in the relevant party’s possession or control and it is practicable to do so.
10. DATA PROTECTION & CONFIDENTIALITY
10.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.
10.2 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by Clause
10.3. Each party may disclose the other party’s confidential information:
10.3.1 to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this Clause 10; and
10.3.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
10.4 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
11. OTHER IMPORTANT TERMS
11.1 Variation:
11.1.1 Subject to clause 5.4. SpinVid has the right to vary these terms and conditions from time to time on giving the Ambassador at least 30 days’ notice in writing. If you are not satisfied with the variations you may terminate this agreement before they are due to take effect.
11.2 Rights and remedies:
11.2.1 Except as expressly provided in this agreement, the rights and
remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
11.3 Waiver:
11.3.1 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
11.4 Severance:
11.4.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
11.5 Assignment:
11.5.1 The Client shall not, without the prior written consent of SpinVid, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
11.5.2 SpinVid may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement.
11.6 No partnership or agency:
11.6.1 Nothing in this agreement is intended to or shall operate to create a
partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
11.7 Third party rights:
11.7.1 This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
11.8 Notices:
11.8.1 Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by prepaid firstclass post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes; or sent by email to, in the case of the Ambassador, the address specified when you register your interest as to join the ambassador programme, and in the case of SpinVid to [email protected].
11.8.2 A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 09:00 on the first business day following delivery). A correctly addressed notice sent by prepaid first class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. Any notice sent by email shall be deemed to have been received at the time of transmission (or if transmission is not during business hours, at 09:00 on the first business day following transmission).
11.9 Governing law and Jurisdiction:
11.9.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
11.9.2 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 or its subject matter or formation (including non contractual disputes or claims).
