This Master Advocate Agreement (this “Agreement”) between Finhype, Inc., a St. Kitts and Nevis corporation (“Finhype”), and you, or, if you represent an entity or other organization, that entity or organization (in either case “Advocate”) and provides the terms and conditions under which Advocate may provide creation and distribution of content services (the “Services”). The effective date of this agreement shall be the date that an Advocate has clicked thru acceptance of the terms of this Agreement.
All Services will be provided subject to the terms of this Agreement, and if Advocate wishes to provide Services or access or use any Finhype Technology (as defined below), Advocate may do so only in compliance with the terms of this Agreement.
Without limiting the foregoing, Advocate must be over the age of 18 and meet any of the other qualifications included in this Agreement. If you are 13 or older and younger than 18, then you may access Finhype Technology or provide Services only if you have your parents’ or guardians’ prior permission. By accessing Finhype Technology or providing Services, you represent that you are at least 18 or that you are at least 13 and have your parents’ prior permission to do so. If you are a parent or guardian providing permission for a child age 13 or older to access Finhype Technology or provide Services, then you agree to accept full responsibility for that child’s use of Finhype Technology and provision of Services under this Agreement. You may access the Finhype Technology and provide Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you are required to agree to before being given access to any specific areas of Finhype Technology (any such additional agreements are in addition to this Agreement and will govern your use of the portions of Finhype Technology to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements). Finhype reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Finhype Technology (or any portion thereof), or your right to provide Services, with or without notice.
PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY OTHERWISE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING FINHYPE, TECHNOLOGY OR PROVIDING SERVICES, Advocate ACKNOWLEDGES HAVING READ, UNDERSTOOD, AND AGREEING TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE “ACCEPT” BUTTON, OTHERWISE ACCEPT THIS AGREEMENT, OR ACCESS OR USE THE FINHYPE, TECHNOLOGY OR PROVIDE SERVICES (THE “EFFECTIVE DATE”).
IF ADVOCATES DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, FINHYPE, IS UNWILLING TO ALLOW ADVOCATES TO ACCESS OR USE THE FINHYPE, TECHNOLOGY OR TO PROVIDE SERVICES.
DEFINITIONS. All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the English Speaking Caribbean, United States, United Kingdom, and the English Commonwealth Countries.
“Advertiser” means any client, its affiliates, or customer that has a contractual relationship with Finhype to receive Advocate Content or Submissions, and which may sometimes be referred to as “Subscriber.”
“Content Platform” means all or any portion of a website containing written, video or photographic commentary, news or discussion on one or more particular topics (such as a “Blog”) and that includes any Advocate Content.
“Confidential Information” means all information, including but not limited to the material terms of this Agreement, relating to or disclosed in the course of performing under this Agreement which is or should be reasonably understood to be confidential or proprietary to Finhype, its Advertisers, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners.
“Advocate Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by Advocate pursuant to Program Details.
“IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.
“Program Details” means the specific details provided to Advocate by Finhype or the Advertiser, including, but not limited to, compensation, program dates, branding guidelines, general and specific Advocate responsibilities and the Advertiser.
“Finhype Analytics Code” means computer code provided by Finhype from time to time for inclusion in produced content.
“Finhype Technology” means the Finhype Analytics Code, and all additional software, hardware and other technology used by or on behalf of Finhype to provide services to its clients and Advocate.
OWNERSHIP. Except as expressly provided in the Program Details, All Advocate Content, Submissions and all IPR therein or related thereto, are owned by, and Advocate hereby grants and assigns all of its right, title and interest in and to the foregoing to, Finhype. Finhype may license or assign Advocate Content, Submissions and IPR therein or related thereto to an Advertiser. The parties understand that the foregoing rights are intended to permit Finhype to pass along certain rights to an Advertiser paying for the
Advocate Content, Submissions, and all IPR therein or related thereto.
All Finhype Technology, and all IPR therein or related thereto, is owned by Finhype or its licensors. Finhype hereby grants to Advocate a non-exclusive, non-transferable, personal, revocable license to: (i) use the Finhype
Technology as necessary to provide the Services, and (ii) display the Advocate Content and Submissions on Advocate’s Content Platform in accordance with the applicable Program Details. Except as permitted pursuant to this Agreement, Advocate may not, and will not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Finhype Technology; (b) sublicense, distribute, sell, or otherwise transfer the Finhype Technology (or the access thereto) to any third party; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Finhype Technology; (d) interfere in any manner with the operation of the Finhype Technology or attempt to gain unauthorized access to the Finhype Technology; (e) remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Finhype Technology; (f) remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Finhype Technology; or (g) display or otherwise use any Advocate Content or Submissions in any manner (including without limitation to generate revenue for Advocate) other than as set forth in the applicable Program Details. Advocate will defend, indemnify and hold harmless Finhype and its Advertisers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) incurred or arising from any claim or action by a third party arising out of or relating to the Advocate Content or Submissions, or Finhype’s or an Advertiser’s Use thereof.
EXCLUSIVITY. Advocate has the right to provide content services to others during the Term of this Agreement provided: (a) such other engagement or performance does not interfere in any way with the timely and professional performance of the Services to Finhype; (b) such other engagement or performance does not require the disclosure or use of Confidential Information; and
(c) such other engagement or performance does not conflict with any other agreements between Finhype and Advocate regarding exclusivity. Finhype has no obligation to propose Program Details to Advocate and may receive content services from other Advocates during the Term of this Agreement.
REPRESENTATIONS AND WARRANTIES. By Each Party. Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.
By Advocate. Advocate represents, warrants and covenants that: (a) Advocate is the original author and sole owner of the Advocate Content or otherwise has obtained any content from sources in conformity with the Finhype Content Policy and that for all Advocate Content, Advocate has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content and will provide Finhype with all such releases upon Finhype’s request; (b) no Advocate Content created or obtained by Advocate and delivered to Finhype or posted by Advocate or Finhype hereunder shall infringe on or violate any IPR or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission; (c) no Advocate Content delivered or posted by Advocate hereunder shall contain any profanity, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material and
(d) Advocate Content may not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information.
EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THE Finhype TECHNOLOGY IS PROVIDED “AS IS” AND Finhype DISCLAIMS, AND Advocate DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, Finhype SHALL NOT BE LIABLE TO Advocate FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
FEES; PAYMENT; TAXES.
Fees. Advocate agrees that the compensation described in the Program Details (the “Fees”) represent Advocate’s entire compensation for all Services and Advocate shall not be entitled to reimbursement for any expenses.
Payment. Provided that Advocate is in compliance with this Agreement, Finhype will pay all Fees in accordance with the applicable payment terms and rates outlined in the Program Details within thirty-one (31) days following the 29th day of the month in which Advocate Content was posted and validated by Finhype or Advertiser (e.g., for Advocate Content submitted in the month of August, Finhype will remit payment to Advocate by September 29), unless otherwise stated in the Program Details. Advocate understands that payment is contingent upon: (a) providing their PayPal e-mail to Finhype within their platform profile; and (b) fulfilling and completing all of the obligations contained in the relevant Program Details at the time that Advocate accepted the Program Details. Finhype reserves the right to suspend any agreement with an Advertiser (an “Advertiser Suspension”). Finhype shall not be obligated to pay Advocate any Fees following notice by Finhype to Advocate of an Advertiser Suspension for any Services related to such Fees that have not been performed by Advocate as of the date of such notice.
Taxes. Advocate shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Advocate shall be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees. Finhype will not be responsible to Advocate or any governing body for any taxes relating to amounts that Advocate receives hereunder including but not limited to federal or state income tax, social security tax, or unemployment tax. Advocate shall bear any and all costs, and shall indemnify Finhype against the same, including, without limitation, penalties, interest and attorneys’ fees. Finhype shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Advocate shall reasonably cooperate with any such contest.
TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time by written notice to the other party.
Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. Sections 2.2, 3, 4, 6, 7.2, and 8 through 12 will survive any indemnification or termination of this
INDEMNIFICATION. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any breach of the Indemnifying Party’s representations or warranties under this Agreement. Advocate further agrees to indemnify, defend, and hold harmless Finhype and its Advertisers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any breach by Advocate of the Finhype Content Policy as attached hereto as Exhibit A.
CONFIDENTIALITY. Advocate acknowledges that in the course of providing Services hereunder, Advocate may acquire certain Confidential Information. Advocate shall not:
(a) disclose such Confidential Information to any third party without the prior written consent of Finhype, (b) will notify Finhype if Advocate becomes aware of any breach of confidentiality in any manner whether through (i) Advocate’s negligence, acts or omissions, or
(ii) computer virus, or theft of Advocate’s computer or login information;or (c) use the
Confidential Information for any purpose other than to carry out the Services contemplated hereunder. Advocate acknowledges that misuse or disclosure of any Confidential Information by Advocate will give rise to irreparable injury to Finhype or the owner of such information, which is inadequately compensable in damages. Accordingly, Finhype or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.
GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of St. Christopher & Nevis. Each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a court in St. Christopher and Nevis, West Indies. or in supreme court in the Eastern Caribbean and You irrevocably submit to the personal jurisdiction and venue of any such courts in any such action or proceeding brought in such courts by Finhype .
CHANGES. Finhype reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline hereunder or referenced herein, at any time and in its sole discretion. When Finhype makes changes, Finhype will revise the “last updated” date at the top of this Agreement. Any changes will be effective immediately upon posting by Finhype or upon notice by Finhype. Your continued access or use of the Finhype Technology or providing Services following the posting of changes will constitute your acceptance of such changes.
EXHIBIT A Finhype CONTENT POLICY
The following Finhype Content Policy applies to each Advocate who has entered into a Master Advocate Agreement with Finhype. Terms used but not defined herein will have the definitions ascribed in the Master Advocate Agreement.
Advocates shall comply with the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising (“FTC Guides”), including any updates, additions, modifications, or supplemental guidance to the FTC Guides, in connection with their performance hereunder.
Originality of Content. All portions of Advocate Content must be the original creative work of the Advocate or the Advocate must be the sole owner of the Advocate Content pursuant to the Master Advocate Agreement.
Use of Quotes. Advocates should adhere to the following steps if using quotes:
quotes should be short; (b) Advocates should credit the source; and (c) Advocates should use the quote in the same context as when the quote was originally made. If Advocate has a question about whether he/she can use a quote, Advocate must ask the writer for written permission to use the quote in an email and keep the email.
Advocate must use “no follow” links in Advocate Content.
Advocate may embed a hyperlink in the Advocate Content that links to the specific webpage where the third party content is located. Advocates are also responsible for not linking to sites containing content that would not be permitted under the Master Advocate Agreement.
Third Party Content. In order to avoid potential infringement of IPR, Advocates should not endorse, copy, or adopt third party content.
Statements About Third Parties. Advocate Content shall not contain any defamatory, libelous, or slanderous material. Advocate Content shall not be harassing, abusive, unlawful, tortious, threatening, harmful, pornographic, sexually explicit, obscene, patently offensive, or otherwise promote racism, bigotry, hatred, or physical harm of any kind.
Making Claims. Advocate Content shall be true and accurate to the best of the Advocate’s knowledge and shall not hold out opinion as fact. Advocate Content shall not be intentionally misleading, deceptive, untrue, or fraudulent. Advocate is responsible for checking his/her facts before he/she makes any claims about third parties or products.
Third Party Rights. Advocate Content shall not violate any third party privacy right, right of publicity, or any other IPR.
Cheating. Cheating is prohibited, and will result in immediate action and termination without compensation.
No Advertising. Advocates shall not, as a part of the Advocate Content produced for any Finhype program advertise, market, or otherwise promote any other product or service in which Advocate or any Advocate affiliates have an ownership interest or other financial interest, directly or indirectly.
General. Advocate may only provide the types of Advocate Content authorized in the Program Details and such Advocate Content may only be used in the manner specified in the Master Advocate Agreement. Advocate may not use any music on any web property on which he/she is publishing content without express permission from the copyright or other rights owner(s) for Advocate’s specific intended use in each instance. Advocate must obtain any required permissions or releases where necessary. In accordance with the Digital Millennium Copyright Act and other applicable laws, Finhype has adopted a policy of terminating, in appropriate circumstances and within Finhype’s sole discretion, Advocates who infringe upon the IPR of Finhype or any third party.
Embedded Video Players. Advocate is permitted to embed video players from third party sites in Advocate Content only through publicly available APIs that do not prohibit use by commercial entities in accordance with the API owner’s terms of service, as applicable. Advocate should not copy content and post it on a Content Platform such that Advocate hosts the content;instead, showing third party videos in video players using third party APIs ensures that the third party, and not Advocate, is hosting that content such that if the third party site removes that content from its site at the request of a copyright owner, that content will automatically be removed from the Content Platform as well, since the content is hosted on the third party’s server, and not Advocate’s server.
Use of Images or Other Media. An image or other multi-media element may involve layers of rights. The photographer/creator owns the copyrights in his/her photograph or other media (e.g., the artistic expression of his/her vision). A person depicted in the photograph, video, or other applicable media owns the right to control the use of his/her image (or, in the case of a minor, a parent or guardian may exercise control or grant permission on behalf of the minor). If a trademark or a product in its trade dress (e.g., a Coke® can) appears, the owner of the trademark may have rights in how its
product or trademark is depicted. Advocates must analyze each image or other media element to be sure that he/she has the appropriate permission from all rights owners to use the image or media in accordance with this policy and the Master Advocate Agreement.
No Modifications to Third Party Images or Other Media. Advocate should not modify any third party images or other media in any way that would change its nature or context, unless Advocate is certain that he/she has the right from the copyright owner to create a derivative work. If Advocate has a question about whether he/she can create a derivative work, Advocate must ask the copyright owner for written permission to create the derivative work in an email and keep the email.
Credit and Attribution. Credit or attribution to the source of the image (e.g., Getty Images) is always necessary for a full size photograph. Credit should be used for thumbnail images where space allows. Similarly, attribution should be provided for other media according to its accompanying license terms.
Purchased Engagement. Advocate shall be fully responsible for the fulfilment of all promises and promotions offered by Advocate.
Password Protection. Advocate Content shall not be placed behind any login.