Influencer Agreement

INFLUENCER MONETISATION TERMS

These terms, along with any previous information provided by you in the sign up process, form a legally binding agreement (Terms) between Vello Influencers Pty Ltd (ACN 634 424 365) (Vello), the individual Influencer and, the Influencer’s Representative, i.e. any person or entity authorized to represent or manage the Influencer as identified by you.
These Terms are deemed to have been entered into at the time the Representative agrees to them (being today’s date), unless otherwise agreed in writing between the parties (Start Date).
Vello operates as a licensee of a broader network of licensees of the App (the Vello application which allows interactions between the Representative and the Subscribers (a user that has subscribed to the Influencer, via the Representative through the App), and Vello is licensed to provide remuneration from Subscribers.

1. INTRODUCTION
By submitting agreement to the Influencer Monetisation Agreement for using or accessing the App or Vello’s platforms or systems, which Vello owns itself or holds a licence to operate, the Representative and the Influencer acknowledge that they agree jointly and severally to and are subject to these Terms, including the Privacy Policy. If either the Representative or the Influencer does not fully agree to these Terms, neither of them is authorised to access or otherwise use the App in that capacity.

If the Representative is a company, partnership or other entity, the Influencer or another person who uses the App or accepts these Terms, on behalf of that Representative, represents that they have the authority to bind the entity to these Terms.

Vello does not authorise anyone to register with the App unless they are able to enter into legally binding contracts.

Representatives and Influencers who violate these Terms may, without limiting Vello’s rights, have their access and use of the App suspended and their Post (video post that the Representative uploads on the App, which is not in response to a Subscriber Communication but accessible by Subscribers and Users), Influencer Communication (any video interaction of the Representative in response to a Subscriber Communication through the App) and other content removed from the App, at Vello’s ultimate discretion.

The Representative warrants to Vello that it holds, and will at all times during the currency of these Terms hold, the right to represent the Influencer and act in the name of the Influencer in providing the Services, which the provision by the Representative of Influencer Communications in response to Subscriber Communications, and the publication of Posts and content to Subscribers and Users through the platform, being the App, in a secure and confidential environment.

2. SERVICES

2.1 Supply of Services
Vello agrees to provide the Representative with access to the functionality of the App to allow the Representative to carry out the Services for the duration of these Terms and in accordance with these Terms and the terms and conditions hereof.

2.2 Exclusivity
The Representative acknowledges and agrees to provide the Services exclusively through the App and in accordance with these Terms and must not, during the period between the Start Date and expiry or termination of these Terms and for a period of 6 months after the expiry or termination of these Terms, provide any services that are the same as or similar to the Services through any other entity, business, platform, system or application other than Vello unless Vello provides written consent otherwise, which consent may be provided or withheld by Vello in its sole discretion. The Influencer warrants and agrees that it will only provide services the same as or similar to the Services via the Representative and will not provide such services themselves or via any other person during the period of exclusivity provided by the Representative to Vello. The exclusivity only operates in relation to provision of services the same as or similar to the Services for the benefit of people in countries in which Vello, or other members of the same network of App licensees as Vello, offer influencer monetisation agreements related to the App.

The Representative and the Influencer acknowledge and agree that the grant of exclusivity was a fundamental factor in Vello offering the payment amount it has offered for the provision of the Services under these Terms.

3. PAYMENT
3.1 Payment of Influencer Royalty
(a) Vello will pay, or procure a third party to pay, to the Representative the Influencer Royalty through Stripe or any other platform specified by Vello from time to time.
(b) The Influencer Royalty is calculated as follows:
75% of the Subscriber Fee, after deduction of the App Fees
Where
Subscriber Fee means the fee paid by a subscriber to interact with the qualifying Influencer via the App.
App Fees means the relevant fees and costs associated with the App being the Stripe payment fees, any hosting or storage fees and charges or other payment fees and less reasonable direct administration costs of Vello.
(c) The right for the Representative to receive Influencer Royalty payments ceases immediately upon these Terms ending.
(d) The Influencer Royalty will be payable in arrears on the 14th day of the subsequent month.
(e) The Influencer Royalty as calculated above is exclusive of GST.

3.2 Withholding
To the extent required by any Law, Vello may withhold from any payment to the Representative an amount equivalent to any applicable withholding tax.

4. RIGHTS AND OBLIGATIONS
4.1 Rights of Vello
Vello has the right to change, suspend or discontinue any aspect of the App at any time, including the layout and the availability of any App features, database or content without any prior notice or liability.

4.2 Rights of the Representative
The Representative is able to determine its own deliverables, including the number of Subscribers it allows, the number and type of Influencer Communications it engages in and the corresponding Subscriber Fee.

4.3 Obligations of Influencer
The Representative must:
(a) ensure, to the best of its ability, that all Influencer Communications conform to the reasonable expectations of the Subscribers and Vello;
(b) ensure that it uploads, to the best of its ability, appropriate and tailored content, including Posts, on the App;
(c) ensure that, to the best of its knowledge, any details or information provided in a Influencer Communication, Post or any publication are accurate and up-to-date, and if not, immediately notify Vello of any errors;
(d) with respect to the App, its content, and databases comprised in the App, in any form, whether by using automatic devices or manual processes, exploit, copy, distribute, reproduce, edit, translate, make publicly accessible or decompile any of the same;
(e) act reasonably and not upload or send on or to the App any content or programs, which on account of their size or nature, might damage Vello’s computers or networks;
(f) not use the App or Vello’s platform or systems for purposes other than those referred to in these Terms;
(g) not post or transmit information that is in any way false, fraudulent or misleading or that would give rise to criminal or civil liability or other complaint including information or material that is unlawful, threatening, abusive, defamatory, vulgar, indecent, sexually explicit, pornographic or profane material;
(h) immediately report to Vello when a video interaction sent by a Subscriber to the Representative through the App (Subscriber Communication) contains any unlawful, threatening, abusive, defamatory, vulgar, indecent, sexually explicit, pornographic or profane material;
(i) reasonably assist Vello with removing any Subscribers or a user of the App that has not subscribed (Users) from the App; and
(j) ensure that Influencer Communications, Posts and publications by the Representative which are accessible to a Subscriber or User does not violate any applicable laws or regulations or third party rights. The Representative is solely and exclusively responsible for the consequences with respect to its Influencer Communications, Posts or other content made accessible. Vello hereby disclaims any liability for the verification of compliance with any laws applicable in Posts and Influencer Communications published by the Representative.
The Representative must ensure the Influencer does not do anything that, if the Representative were the party doing it, it would be prohibited by or contrary to the spirit of these Terms.

4.4 Takedown
Upon notification from Vello, the Representative must ensure that any Influencer Communication, Post or content published which Vello determines, in its sole discretion, is improper, inappropriate or unsuitable, is immediately removed after being provided with written notice from Vello. The Representative acknowledges that Vello may take down or remove such content without requiring prior permission from the Representative.

4.5 Spam
Vello does not tolerate spam or unsolicited commercial electronic Influencer Communications of any kind.

4.6 Financial consequences
The Representative will be held solely and exclusively responsible for all the financial consequences resulting from damage to Vello due to content or any program transmitted or sent directly by the Representative that results in any damage to the hardware or software of Vello, including damaging the system or data. The financial consequences include reasonable legal fees.

5. CONFIDENTIALITY AND PRIVACY
5.1 Privacy
Vello complies with its Privacy Policy.
The Representative and the Influencer accepts that it has read the App’s Privacy Policy and consents to the processing of data as outlined in those policies.
The Representative and the Influencer acknowledge that in performing any obligations or services under these Terms, they each agree to comply (and to ensure that all of their employees, officers, agents and personnel also comply) with the National Privacy Principles and all related provisions of the Privacy Act 1988 (Cth) and all other applicable privacy Laws in Australia in respect of all Personal Information collected, used, disclosed and otherwise handled by them under or in connection with these Terms.

In this clause 5.1, Personal Information means information or an opinion (including information or an opinion forming part of a database), that is recorded in any form and whether true or not, about an individual whose identity is apparent, or can be reasonably ascertained, from the information or opinion.

5.2 Influencer confidentiality
The Representative and the Influencer must do the following (and ensure that its employees, officers, agents and contractors of an entity (Personnel) do the following):
(a) keep any data or information that is disclosed intentionally or unintentionally to a Influencer or its Personnel in relation to using the Service and/or App confidential at all times;
(b) notify Vello immediately upon the disclosure of confidential data, in particular personal information from any Subscribers or other information that is confidential or private in nature; and
(c) not use or disclose any data to any person, except as expressly permitted by these Terms or with Vello’s express written consent.
The Representative and the Influencer must not do anything with any data or information that would or might cause the Representative, the Influencer or Vello to breach the Privacy Act or any other law and must comply with any privacy guidelines Vello issue from time to time. The Representative and the Influencer must not use any data or information to contact, or market to, any person in any way and must not transfer any data or information outside Australia.
The Representative must notify Vello immediately if the Representative or the Influencer breaches this clause or becomes aware of any suspected breach of this clause.

5.3 Vello confidentiality
The Representative acknowledges that Vello is under contractual and statutory restrictions in relation to the use and disclosure of any data, which may include personal information about the Representative, the Influencer, Subscribers and any other Users.

Vello agrees to keep any personal information that is provided by the Representative or the Influencer, or disclosed to Vello confidential except in circumstances where the disclosure of the Confidential Information may be required by law or where the Confidential Information has entered the public domain other than through Vello.

5.4 Firewall
A firewall system will be implemented to prevent unauthorised access to the App and Vello’s platforms or systems.

Vello will have in place systems to prevent other Representative and Users from accessing sensitive and Confidential Information supplied by the Representative pursuant to these Terms.
Vello will not be responsible for any error, virus or other fault that may affect the firewall system but will endeavour to resolve any issue concerning the firewall in a timely manner.

6. INTELLECTUAL PROPERTY
In this clause 6 Intellectual Property means any and all intellectual property, proprietary rights and industrial property rights (whether registered or unregistered) throughout the world including, without limitation, copyright, moral rights, performers’ protection, patents and inventions, trade marks, brand names, logos, service marks, designs and circuit layouts, software, domain names, trade secrets, business methods, know-how and methods of practice.

6.1 Licence
The Representative and the Influencer hereby grant to Vello a non-exclusive, royalty-free, transferrable, sub-licensable, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of the Influencer’s Intellectual Property (Licence).

6.2 Scope of Licence
(a) As part of the Licence, the Representative and Influencer grant to Vello the right and power to:

(i) host, show, exploit, use, utilise, distribute, display, run, perform, commercialise, or otherwise deal with the Intellectual Property on the App, or any related platform;

(ii) repost, republish, reproduce, copy, modify, or otherwise reuse the Intellectual Property, whether in part or in full, in connection with App in any manner Vello sees fit. For the avoidance of doubt, this includes using the Intellectual Property in or on any marketing or promotional materials or on the Vello website; and

(iii) include on the App or any related platform or content, such as “tags” and “hashtags”, reasonable details of the Representative or Influencer, including personal and identifying details such as name, photograph and image, Subscribers.

(b) Subject to the non-exclusive Licence granted in these Terms, nothing contained in these Terms shall prevent the Representative or the Influencer from continuing to exploit its own Intellectual Property Rights, including its personal image and brand, in such other means as it sees fit.

6.3 Term of Licence
The Licence may be terminated by the Representative or Influencer in accordance with clause 10 of these Terms. However, Intellectual Property will continue to appear on the App if the Representative or Influencer has shared Intellectual Property with third parties who have not deleted it.

6.4 Use of Vello’s Intellectual Property
The Representative and the Influencer should assume that all intellectual property on the App is owned by Vello or third parties (Vello’s Materials) and unless permitted by law, the Representative and the Influencer must not copy, reproduce, transmit, display or otherwise distribute any of Vello’s Materials in whole or in part without Vello’s prior written consent.

6.5 Additional Rights
The Representative and the Influencer agree that Vello can download and install updates to the App and Services on the Influencer’s device as reasonably required.

7. THIRD PARTIES
7.1 Links to third party Apps
The App may contain links and pointers to other applications, resources, and sponsors of the App. Links to and from the App to other third-party applications or platforms, maintained by third parties, do not constitute an endorsement by use of any third parties, the third-party applications or the contents thereof.
Vello is not responsible for any third-party applications or platforms, however will take reasonable steps to ensure that third-party applications are verified and proper.

8. LIABILITY
8.1 Warranties
To the extent permitted by law, Vello does not warrant that the use of the App or Service will be uninterrupted or error-free.
Subject to anything to the contrary expressly outlined in these Terms, Vello makes no express warranties.

9. BREACH
If any Post, Influencer Communications or content published by the Representative is in breach of these Terms, or if the Representative or the Influencer does not comply with its obligations under these Terms, or for any other valid reason, in addition to its right to damages and/or to obtain an injunction, Vello reserves the right to suspend, down-tier or terminate the relevant Post, Influencer Communications or content associated with the Representative or the Influencer in accordance with clause 10 of these Terms.

10. TERM AND TERMINATION
10.1 Term
These Terms will continue indefinitely until terminated by either party in accordance with these Terms.

10.2 Termination on notice
Either party may terminate these Terms at any time by giving the other at least 6 months prior written notice, unless clause 10.3 applies, in which cases immediate termination is permitted.

10.3 Immediate termination
Either party may choose to terminate these Terms immediately on written notice to the other party upon the occurrence of any of the following:
(a) the other party breaches a material obligation of these Terms that cannot be remedied;
(b) the other party breaches a material obligation of these Terms that can be remedied but fails to remedy such breach within 10 days of receipt of written notice specifying the breach and requiring it to be remedied; or
(c) the any party becomes bankrupt, or if a party trades as a company, that company becomes bankrupt, insolvent, under administration or an externally-administered body corporate.
10.4 Effect of termination
Upon termination of these Terms for any reason:
(a) Vello will pay the Representative any monies outstanding for Services performed prior to termination, where Vello has on before termination received a corresponding payment from a Subscriber;
(b) Vello will be entitled to a refund of any amounts paid in advance for Services not delivered;
(c) all rights granted to the Representative and the Influencer under these Terms will immediately cease;
(d) the Representative must immediately cease to use and operate the App in any way (unless it has Vello’s express written consent);
(e) any profile, page or posts of the Representative or the Influencer, at the sole discretion of Vello, may be deleted;
(f) the Representative must cooperate with the remote deletion or removal of any Posts, Influencer Communications or any content published by the Representative on the App and immediately destroy or return to Vello (at its option) any property of Vello in the Representative’s possession, custody or control and, in the case of destruction, certify to Vello that the Representative has done so.
If the Representative or the Influencer fails to comply with these Terms the Representative must pay to Vello all expenses, including (without limitation) reasonable legal expenses incurred by Vello in enforcing its rights under these Terms.
Vello is not liable to pay the Representative any amount by way of early termination charges or compensation for loss of prospective revenue or profit suffered in connection with such termination.

10.5 Survival
The termination of these Terms will not affect the accrued rights of either party as at the date of termination. Clauses 5, 6, 10.5, 15.2 and 15.7 will survive the termination of these Terms.

11. GST
11.1 Definitions
In this clause 11 any expression used that is defined in the A New Tax System (Goods and Services Tax) Act 1999 has the defined meaning.

11.2 Consideration is GST Exclusive
Any consideration to be paid or provided for a supply made under or in connection with these Terms does not include an amount of GST (GST Exclusive Consideration).

11.3 Taxable Supply
If any supply by one party (Supplier) to another party (Recipient) under or in connection with these Terms are a taxable supply, then the amount due to the Supplier for that supply will be the sum of:
(a) the GST Exclusive Consideration; and
(b) the amount of GST payable by the Supplier in respect of that supply (the GST Amount).

11.4 Tax Invoice
The Recipient’s obligation to pay to the GST Amount is subject to the Supplier first providing to the Recipient a tax invoice conforming with the requirements of GST Law.

11.5 Reimbursement and Indemnity Payments
(a) If a payment to a party under these Terms is a reimbursement or indemnification, calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that loss, cost or expense.
(b) A party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise.

12. DISPUTES
12.1 Third party disputes
Vello does not mediate between the Influencer, the Representative, the Subscriber and any third party in the event of any dispute arising between them. The Influencer and the Representative enters into any transaction with a third party entirely at its own risk.

12.2 International Arbitration
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Australian Centre for International Commercial Arbitration Rules. The number of arbitrators shall be one; the seat of arbitration shall be Melbourne, Australia. The language of arbitration shall be English. The parties consent to an appeal to the Supreme Court of Victoria on any question of law arising in the course of arbitration or out of an arbitration award.

13. AMENDMENT
Vello may give the Representative notice of a proposal to amend these Terms in any way at any time. Any such amendment will not take effect earlier than 30 days after the date on which Vello provides written notice to the Representative. If any proposed amendment is materially adverse to the Representative then it may decline to agree to it, and subsequently terminate these Terms by providing Vello with at least 14 days written notice to Vello effective no later than the date on which the amendment takes effect.

14. NOTICES
Any notice or other written Influencer Communication given under these Terms by either party to the other must be sent by email or by ordinary prepaid mail to the corresponding address set out below or if no address is supplied, to the registered office of the party, unless either party notifies the other of a change of the relevant address.
(a) Vello:
Address: HLB Mann Judd, Level 9, 575 Bourke Street, Melbourne VIC 3000
Telephone: (+61) 1800 732 673
Email: support@staging.vello.vip
Contact: Owen Boland
(b) Representative/Influencer:
As previously provided by the Representative or Influencer during the sign up process
Each party must ensure that at all times the email address is current, and endeavour to ensure it is operational.
A notice will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.

15. MISCELLANEOUS
15.1 Transfer of agreement
Vello may assign or novate these Terms, or its rights under it, to any person. The Representative and the Influencer must execute any document prepared by Vello to give effect to the assignment or novation, provided that the document does not effect any amendment (other than the change of parties with effect from the relevant date) to the actual provisions of this document that is to the disadvantage of the Representative.
The Representative may only transfer its rights or its obligations under these Terms to another person if Vello agrees in writing.

15.2 Applicable law
These Terms are to be construed according to, and are governed by, the Law of Victoria and the parties submit to the non-exclusive jurisdiction of the courts in and of Victoria.
The parties to these Terms are committed to compliance with the Law of Australia as well as the laws of other countries that are, or may be, of potential relevance.
In this clause 15.2, Law means any law, statute, regulation, ordinance code, standard, by-law, requirement or approval of any government, governmental, semi-governmental or municipal body in Australia.

15.3 Counterparts
These Terms may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.

15.4 Electronic Execution
The parties to these Terms give all necessary consents under the Electronic Transactions Act 1977 (Cth) or any equivalent legislation of any jurisdiction for:
(a) the execution or exchange of this document;
(b) the delivery of any notice under it; and
(c) any requirement for anything under it to be done in writing,
to be done or satisfied by electronic means.

15.5 Currency
(a) Unless expressly stipulated otherwise, a reference to $ or dollars and all fees, costs, expenses or other amounts referred to in or in relation to these Terms is calculated in Australian currency.
(b) When calculating the Influencer Royalty and all other fees payable in connection with these Terms, Vello also reserves the right to take into account any currency conversion fees and any relevant foreign taxes and other fees payable.

15.6 Language
These Terms, and all correspondence, notices and communications made under or in connection with these Terms, shall be in English.

15.7 Interpretation
In these Terms:
(a) Inclusive Terms. Use of inclusive terms such as “including” will be read as “including, without limitation”.
(b) Numbers. Words importing the singular include the plural and vice versa.
(c) Persons. References to persons include corporations.
(d) Writing. References to writing include any mode of representing or reproducing words in visible form, and include email transmissions.