These Dash Social Creators Subscription Services Terms (the “Creators Terms”) govern Customer’s use of and access to the Creators Subscription Services (as defined herein) which are provided by Dash Hudson Inc. (“Dash Social”). These Creators Terms are incorporated into the agreement in place between the parties with respect to the use of the Creators Subscription Services (the “Agreement”). Capitalized terms used but not defined in these Creators Terms have the meanings given in the Agreement. In the event of any conflict between these Creators Terms and the Agreement, these Creators Terms prevail.
Creators Subscription Services. For purposes of these Creators Terms, “Creators Subscription Services” means the proprietary creator management subscription services provided by Dash Social, which include use of Dash Social’s web-based creator management application and technical support, each corresponding to the plan and features purchased by Customer per the applicable Order Form. For certainty, reports generated about the performance of Customer’s campaigns in connection with use of the Creators Subscription Services will constitute Customer Content.
Creators. Customer acknowledges, understands, and agrees that, among other features, the Creators Subscription Services allow the identification and initiation of direct communications, interactions, and transactions with “Creator(s),” which for purposes of these Creators Terms, means any individual, entity, or other organization (other than Dash Social and its Affiliates), and their respective Affiliates or agents, that create promotional media content, including without limitation social media influencers. Customer agrees not to share with Dash Social or enable Dash Social to collect personal data that Customer knows or ought to reasonably know is from a Creator who has not consented to such use, is from or about any individual under the age of majority in the jurisdiction in which they reside, or that includes Sensitive Information. Customer acknowledges and agrees that Dash Social does not, and has no obligation to, enter into agreements or contracts with Creators on Customer’s behalf and Customer is solely responsible for entering into any contracts, licenses, or other agreements with Creators engaged by Customer (“Creator Contracts”) for the services and content provided by such Creators (“Creator Content”) and for the use of the Creators Subscription Services in respect of such Creator and Creator Content.
Data Protection. Customer acknowledges, understands, and agrees that for the purposes of these Creators Subscription Services, Dash Social is acting as the data processor on behalf of Customer in respect of any Creator Personal Data, as defined in the DPA, or other related information (including Creator Content). Accordingly, Customer is the data controller and is solely responsible for informing Creators of the sub-processing by Dash Social in connection with the Creators Subscription Services and for obtaining any required consents in connection with the same. The terms of the DPA are hereby incorporated by reference and shall apply to the extent that Dash Social processes Personal Data on behalf of Customer.
Creator Content. Customer acknowledges and agrees that Dash Social and its Affiliates do not review or clear any Creator Content and are not responsible for the review or clearance of such content. Customer is solely responsible for obtaining, maintaining, and/or complying with all legal and regulatory requirements, licenses, consents, authorizations, and/or permissions necessary for the use of Creator Content and for Customer’s engagement of Creators, including but not limited to use of any third party content (including, but not limited to, any images or music), and compliance with any applicable advertising rules and standards, including but not limited to the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Customer shall indemnify, defend, and hold harmless Dash Social and its Affiliates and each of its and their respective officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from any actual or threatened third party claim arising out of or related to Customer’s acts or omissions in respect of the foregoing responsibilities and in relation to such claim, and shall pay: (a) all defense costs (including reasonable attorneys’ fees and expenses), (b) any settlement amounts negotiated by Customer, (c) all damages awarded by a court after all appeals have concluded, and (d) any other losses, fines, penalties, costs and other amount directly incurred by the Indemnified Parties in connection with the claim. Dash Social shall: (a) promptly give written notice of each claim to Customer; (b) give Customer sole control of the defense and settlement of each Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases the Indemnified Parties of all liability); and (c) provide to Customer, at Customer’s cost, all reasonable assistance and co-operation in respect to each Claim.
Representations and Warranties. Customer represents and warrants that (a) it will not misrepresent and/or otherwise provide Creators with any false information about its products, services, brand, company, or activities or about Dash Social and the Dash Social Services; (b) Customer will not engage Creators to create content or materials or otherwise provide services that violate any federal, state, or local, law, rule, or regulations; (c) Customer will not engage Creators or otherwise request the development of Creator Content in connection with any illegal products, services, or activities; (d) Customer will not discriminate against Creators based on race, gender, gender expression, religion, nationality, disability, sexual orientation, age, family status, or any other legally protected class or characteristic; (e) Customer will not use the Creators Subscription Services for content or activity which is objectionable or otherwise violates Dash Social’s Acceptable Use Policy; and (f) any content, copy, messaging, or other materials that Customer suggests, requests, and/or requires Creators to include, or that Customer otherwise approves to be included, in Creator Content will not violate the rights of any third party or any applicable federal, state, or local, law, regulation, or rule. Customer understands that any violation of its obligations under these Creators Terms, including this Section 5, may result in the suspension or termination of Customer’s access to the Creators Subscription Services and the Agreement.
Disclaimers. CUSTOMER ACKNOWLEDGES THAT THE ACCURACY AND TIMELINESS OF CREATOR CONTENT IS DEPENDENT ON THIRD PARTY PLATFORMS. DASH SOCIAL AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ANY AND ALL LIABILITY RELATED TO, ANY CREATOR CONTRACTS, ANY CREATOR CONTENT, AND ANY AND ALL RELATED INTERACTIONS OR TRANSACTIONS MADE OR FACILITATED THROUGH THE CREATORS SUBSCRIPTION SERVICES. ANY SUCH INTERACTIONS OR TRANSACTIONS WILL BE MADE AT EACH CUSTOMER’S OWN RISK. ANY CREATORS DISPLAYED ON OR VIA THE CREATORS SUBSCRIPTION SERVICES ARE INDEPENDENT OF DASH SOCIAL AND NOT CONTRACTORS, AGENTS, OR EMPLOYEES OF DASH SOCIAL OR ITS AFFILIATES. CUSTOMER UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR PERFORMING ANY RESEARCH, VETTING OR DILIGENCE ON A CREATOR, INCLUDING BUT NOT LIMITED TO REVIEWING THE CREATOR’S WORK PRIOR TO ENGAGING THEM AND EVALUATING THE APPROPRIATENESS OF ANY CREATOR FOR CUSTOMER’S BRAND, AND DASH SOCIAL AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY OF THE FOREGOING. DASH SOCIAL AND ITS AFFILIATES DO NOT HAVE CONTROL OVER THE PERFORMANCE, VALUE, QUALITY, TIMING, OR LEGALITY OF ANY WORK OR WORK PRODUCT ACTUALLY DELIVERED BY CREATORS, AND DASH SOCIAL AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATIONS ABOUT THE ORIGINALITY, SUITABILITY, RELIABILITY, COPYRIGHTABILITY, TIMELINESS, OR ACCURACY OF ANY WORK OR WORK PRODUCT PROVIDED BY CREATORS, NOR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF SUCH CREATORS. DASH SOCIAL AND ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTY THAT CREATOR CONTENT WILL NOT INFRINGE ON ANY COPYRIGHT, TRADEMARK RIGHT, RIGHT OF PUBLICITY, OR OTHER THIRD PARTY RIGHT. DASH SOCIAL AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY CREATOR OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.
User Conduct. Customer is responsible and liable for all content and data produced by its Users through the Creators Subscription Services. Customer acknowledges that, although the Creators Subscription Services provide rules for User conduct (via Dash Social’s Acceptable Use Policy), Dash Social does not and cannot control or direct any Users’ actions through the Creators Subscription Services and is not responsible for the content or information Users transmit or share through the Creators Subscription Services, or for the actions of any Users or other third party in connection with the Creators Subscription Services, including without limitation Creators. Dash Social and its Affiliates are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information Users may encounter in using the Creators Subscription Services or for the conduct, whether online or offline, of any User of the Creators Subscription Services.
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