This is an agreement between you, a brand advertiser and/or Agency (”you”“Advertiser”) and WeAre8 Australia Pty Ltd, whose registered office is at Level 11, Macquarie street, Sydney, NSW 2000 (“we”, “us”, “our”, “WeAre8”) together referred to as “Parties” and individually referred to as a “Party”, for the use of our WeAre8 Sustainable Ad Manager – Intelligent web platform (“SAM-i Platform”) and provision of the Managed Services and/or Self Service, as defined below, (the “Services").
Contact us: You can contact us at firstname.lastname@example.org
1. WeAre8 DEFINITIONS
“Advertiser Materials” means as defined in clause 4.1;
“Agency” means an agency operating on behalf of a brand advertiser;
“Campaign” means an Advertiser or Agency ad booking to run a brand video and questions toIndividuals that is setup via our SAM-iPlatform;
“Completion” means where an individual watches the full length of the Paid Brand Video and answers all questions after it. An individual can only complete a Paid Brand Video once in respect of that video;
“Confidential Information” means all information of a confidential nature that a Party has or acquires (whether directly or indirectly) including the other Party’s know-how, trade secrets, plans, developments, financial, commercial, technical, tactical, strategic, marketing, operations, customer or product information, personnel information, any information agreed to be or marked as confidential, any other information a Party knows, or could be reasonably expected to know, is confidential and any other such information related to or concerning a Party’s business.;
“Individuals” means any of our community members that have registered on the WeAre8 App and have opted-in to receive Paid Brand Videos;
"Invoiced Partner” means Advertisers who we agree do not need to pre-pay funds for a Campaign in certain circumstances;;
“Managed Services” means the service provided by us whereby our client success team collect the creative brief and other information and create and run Campaigns on behalf of Advertiser and provide reports back to Advertiser as set out in a separate agreement/Statement of Work;
“Paid Brand Videos” a video created and sent by Advertiser to Individuals through the WeAre8 App which Individuals can then accept and view and can receive a reward for Completion;
“Price” Meansthe price as determined by the length of the Paid Brand Video and as referred to in clause 7.1;;
“Price per Completion” means the price an Advertiser will pay for each Completion;
“Self Service” means the service provided by us whereby Advertiser can create and run a Campaign on the SAM-i Platform themselves;;
"Supported Countries" means United Kingdom, Australia, New Zealand
“VAT” means value added tax;
“WeAre8 Fees” means as defined in clause 7.2.3; and
- 2.1. When Advertiser registers an account on the SAM-i Platform, Advertiser is signing up to the Self Service. When adding funds to the SAM-i account, Advertiser is committing to spend those funds and such funds are, except as expressly contemplated by this agreement, non-refundable. Once funds are added to the SAM-i account, Advertiser may create and manage Campaigns themselves, see reporting and fund the Campaigns through the SAM-i Platform. For more information, please see the FAQ page or contact our client success team at email@example.com for any questions.
- 2.3. Payment terms will be governed by the separate agreement and/or Statement of Work.
3. Your use of the WeAre8 App and SAM-i Platform
- 3.2.1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any port of the SAM-i Platform, WeAre8 App and/or the Services in any form or media or by any means;
- 3.2.2. Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SAM-i Platform, WeAre8 App and/or the Services;
- 3.2.3. Access all or any part of the SAM-i Platform, WeAre8 App and/or the Services in order to build a product or service which competes with the same;
- 3.2.4. Use the SAM-i Platform, WeAre8 App and/or the Services to provide services to third parties;
- For clarity, use of the SAM-i platform, WeAre8 App and/or the Services by the Advertiser on behalf of an Agency or Brand is not a breach of this clause 3.2.
- 3.3. The WeAre8 App is made available free of charge and together with the SAM-i Platform are made available on an “as is” basis. We do not guarantee that the WeAre8 App and/or the SAM-i Platform, or any content on it, will always be available, be interruption free and/or will otherwise meet your requirements. We may suspend or withdraw or restrict the availability of all or any part of the WeAre8 App and/or the SAM-i Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
- 3.4. Although we make reasonable efforts to update the information on the WeAre8 App and/or the SAM-i Platform, to the extent permitted by law, we make no representations, warranties or guarantees, whether express or implied, that the content on the WeAre8 App and/or the SAM-i Platform is accurate, complete or up to date. If you notice information that you think is inaccurate – please let us know at firstname.lastname@example.org and we will investigate.
- 3.5. Where the WeAre8 App and/or the SAM-i Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
- 3.6. The WeAre8 App and/or the SAM-i Platform includes information and materials uploaded by other users of the services. The views expressed by other users on the WeAre8 App do not represent our views or values.
- 3.7. We do not guarantee that the WeAre8 App and/or the SAM-i Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the WeAre8 App and/or the SAM-i Platform. You should use your own virus protection software.
4. Campaign creation/editing
- 4.1. Advertiser shall provide all information requested by us (via the SAM-i Platform or otherwise) for the provision of the Services from time to time, including but not limited to:
- 4.1.1. Brand verification details (see clause 5.4 below);
- 4.1.2. Campaign, ad set, ad names;
- 4.1.3. Brand name;
- 4.1.4. brand logo;
- 4.1.5. objectives and details around the overall goal of the marketing Campaign;
- 4.1.6. details of target audience (age, gender, location, custom audiences);
- 4.1.7. timing;
- 4.1.8. budget;
- 4.1.9. beneficiary charity;
- 4.1.10. video creative and creative brief;
- 4.1.11. questions;
- 4.1.12. call to action link; and
- 4.1.13. any promotional content, including any promotional videos and adverts, together with any other content and/or materials (including but not limited to that relating to Campaigns and/or otherwise uploaded to the WeAre8 App and/or SAM-i Platform and/or used as part of the Services) is collectively referred to as “Advertiser Materials”.
- 4.2. Advertiser may test and/or edit Campaigns before publishing and we reserves the right to moderate Paid Brand Videos in our sole discretion from time to time.
- 4.3. Advertiser can modify or otherwise amend the information it provides under clause 4.1 subject to our reserved right to review and/or re-moderate such information in our sole discretion before changes are applied. Any review and/or re-moderation process may temporarily unpublished any related Paid Brand Videos.
- 5.1. We reserve the right to moderate Paid Brand Videos in our sole discretion from time to time. We reserve the right to reject any Campaign with or without a cause.
- 5.2. Where we chooses to moderate any Paid Brand Videos, we may communicate the result of the moderation process to you. If the Campaign is disapproved or rejected, our team may provide a reason for the rejection and an option to amend Campaign and resubmit it for review in order to get it approved.
- 5.3. Advertiser must comply with the Advertising Policies set out here, and/or otherwise provided to Advertiser by us from time to time.
- 5.4. We reserve a right to ask for documentation to verify your identity and to confirm that you are authorised to represent the Brand.
- 5.5. You warrant and represent that you do not and shall not advertise and/or operate in relation to the following sectors:
- 5.5.1. firearms;
- 5.5.2. oil companies;
- 5.5.3. plastic surgery;
- 5.5.4. tobacco;
- 5.5.5. loans – Get rich quick;
- 5.5.6. loans – Money Lending;
- 5.5.7. pornographic or sex-related materials/merchandise;
- 5.5.8. drug paraphernalia;
- 5.5.9. illegal materials or content;
- 5.5.10. religion;
- 5.5.11. politics (for the avoidance of doubt this does not include encouraging oue Customers to vote);
- 5.5.12. esoteric;
- 5.5.13. portal commercial – online directories; and
- 5.5.14. gambling (Casino, poker, gaming and sports betting).
- 6.1. WeAre8 will provide a detailed report on your Campaign(s) including:
- 6.1.1. Number of Completions;
- 6.1.2. Total spent;
- 6.1.3. Individuals’ answers to questions;
- 6.1.4. Clicks; and
- 6.1.5. Audience demographics.
- 6.2. You may integrate our pixel to track conversions on your websites. In such case this data will be populated in the reporting and/or provided by the our client success team.
- 6.3. 1.1. For third-party tracking, Advertiser should choose from those third-party data analytics companies cooperating with us in order to ensure the accuracy of data. Please refer to “Third-party Tracking Link Instruction” in the SAM-i Platform for more details.
- 7. Billing and taxes
- 7.2. The Price includes:
- 7.2.1. consumer payments (i.e. the payments to the Individuals for Completion);
- 7.2.2. charity donations (i.e. donations to the charity of your choice when Individuals Complete Paid Brand Videos);
- 7.2.3. pre-approved expenses; and
- 7.2.4. our fee which covers mobile partnerships, media partnerships, targeting engines, reporting, user and content moderation, data security, our management fee for users of our Managed Services and payment infrastructure (“WeAre8 Fee”). The WeAre8 Fee also includes carbon offset contributions via collaborating projects, helping to make Campaigns carbon friendly.
Billing / Payment terms
- 7.3. Advertiser is required to provide all billing information, brand verification information, details of payment methods and Campaign funds, invoicing information and any other information or details as requested by us from time to time.
- 7.4. Generally, we require Advertisers (other than Invoiced Partners) to pre-pay funds and such balance can then be spent via the SAM-i Platform.
- 7.5. If you are an Invoiced Partner, we may request additional Advertiser verification in relation to you from time to time.If you are an Invoiced Partner, we will issue an invoice and payment is due within 14 calendar days from the invoice issue date, unless otherwise agreed in writing.
- 7.6. If the Advertiser defaults in making payment of any sums by the due date, we reserve the right to: (i) terminate its agreement with Advertiser; or (ii) require immediate payment for all Campaigns booked by the Advertiser and to require payment in advance for future bookings, and pending such payment, we reserve the right to omit or suspend all or any Campaigns due to appear and/or Advertisers use of the Services, the SAM-I Platform and WeAre8 App.
- 7.7. Advertiser shall not set-off or claim to set-off for any reason whatsoever any sum or amount whether in dispute or agreed which may be payable by us to Advertiser.
- 7.8. WeAre8 shall be entitled to charge interest on any outstanding balance owed to us at the rate of 8% above the base rate of Bank of England from the date that the invoice became due for payment until the date it is paid in full.
- 7.9. Any queries concerning an invoice must be raised with our Finance Department at email@example.com within 10 working days of the date of invoice.
- 7.10. Any advertising rates are subject to variation from any government taxes and levies. Advertiser is required to pay GST, subject to receipt of a valid tax invoice. Exact GST charges will be communicated during the payment process. We will provide receipts/invoices for Advertiser to claim GST return, where applicable.
- 7.11. Self Service payments are being processed via Stripe and may include a payment processing fee set by Stripe depending on the payment method. Exact payment fee and processing time will be communicated during the payment process. For more information, please see Stripe’s terms and conditions . We don’t store Advertisers’ payment method details. Advertiser payment details are all stored on Stripe. Available Payment methods include Debit/Credit cards and direct debit.
- 8. DATA
- 8.1. We have the right to track, record, use, and resell anonymised data exclusive of personal data and personal identifiable information associated with how you use our Services and the WeAre8 App, including but not limited to:
- 8.1.1. the categories of Paid Brand Videos you send to Individuals;
- 8.1.2. responses, performance and demographics of your Campaigns; and
- 8.1.3. media spend.
- 9. COMPLIANCE WITH LAWS AND POLICIES
- 9.1. We reserve the right to remove any Advertiser Materials, suspend publication of any Paid Brand Videos, pause any live Campaigns and/or deactivate or blacklist your account if you are in breach of our terms.
- 9.3. Pursuant to clause 5.5, you warrant and represent that the Advertiser Materials are not:
- 9.3.1. Misleading, inaccurate, incomplete or in violation of any intellectual property laws;
- 9.3.2. Defamatory, pornographic, illegal, or offensive in nature;
- 9.3.3. Used to sell immoral or otherwise illegal property; or
- 9.3.4. Include any content or materials that depicts hatred, violence, cruelty, or anything else that could in our reasonable opinion constitute hate speech, infringe the rights of others, or be otherwise considered illegal, immoral, distressing or offensive (including but not limited to abuse, threats, obscenity, defamation, libel, or otherwise promote illegal activities or conduct).
- 9.4. You warrant and represent that:
- 9.4.2. Any information you provide to us, whether via the SAM-i Platform or otherwise (including but not limited to Advertiser Materials) is complete and accurate.
- 9.6. We may provide tools and features to reasonably help you to comply with applicable laws from time to time, in its sole discretion.
- 9.7. You must not create fraudulent accounts or impersonate brands or individuals.
- 9.8. Only Advertisers located in Supported Countries will be eligible to create and send Paid Brand Videos. The use of a VPN to sign up to Our Services outside of the Supported Countries will not enable you to create or send Paid Brand Videos.
- 9.9. If an image of a child appears in any content, you must obtain appropriate rights to use such content.
- 9.10. You must ensure you have the consent of any person featured in any Paid Brand Videos to use their image.
- 10. ADDITIONAL INFORMATION ABOUT THE RELATIONSHIP BETWEEN YOU, Individuals, AND US
- 10.1. You have full discretion over the targeting of your Paid Brand Videos to Individuals and can choose to block Paid Brand Videos from particular profiles based on any criteria you choose. You may also withdraw the Paid Brand Video at any time, however you will not be entitled to a refund in such circumstances.
- 10.2. We do not represent, warrant, promise or guarantee any level of engagement or clickthrough that your Paid Brand Videos will achieve. We have no control over Individuals’ activity through the WeAre8 App and we are simply providing Advertisers the unique opportunity to reach Individuals through the SAM-i Platform. It is entirely up to you to create engaging Paid Brand Videos that Individuals will resonate with.
- 10.3. Except for the payments comprising the Price described above, we do not take any responsibility for agreements reached between Individuals and Advertisers using the WeAre8 App, or otherwise connected via the Services.
- 10.4. You are the owner of the Advertiser Materials you create and publish on our platform and any intellectual property in relation to those materials. You hereby grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, use, view, copy, adapt, modify, distribute, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise fully exploit all Advertiser Materials and otherwise use the Advertiser Materials for the purpose of providing you with the Services. Where you enter into a paid agreement with an Individual requiring the Individual to create and publish content, any related intellectual property rights shall be treated as being owned by you for the purposes of this clause and we have no responsibility in relation to such content.
- 11. LIMITS OF LIABILITY
- 11.4. If any ad fails to be served because Advertiser fails to deliver any information requested by us from time to time (including information requested or otherwise provided under clause 4.1), within the agreed timeline, we will not be responsible in such situation and will not make any payments for compensation to Advertiser/Agency.
- 11.5. WeAre8 shall not be responsible for any consequence or losses suffered by you if Advertiser’s landing page does not work properly. In such situation, we may suspend the ad serving in its sole discretion and free from liability without informing Advertiser in advance in order to maintain a better users’ experience. In addition, Advertiser is prohibited from inserting any universal link onto the landing page and we reserve the right to immediately cease the ad serving free from liability if Advertiser inserts such a link.
- 11.6.1. Publishing the advertising (or a replacement advertising if provided by the Advertiser) as soon as is reasonably practicable and for such time as is necessary to generate a number of substitute Completed video views equal to the shortfall or to otherwise address publication of advertising not in accordance with these terms; or
- 11.7. In the event that any guaranteed Completed video views figure is not reached, we reserve the right to either refund a proportion of the Price, pro rata to the shortfall, or to extend the period the advertising is displayed until the target is reached.
- 11.8. In the event of any disagreement regarding the number of guaranteed video views served, the Advertiser agrees that the figures provided by us will be final and binding.
- 12. GENERAL
- 12.5. ENTIRE AGREEMENT. Our terms, any supplemental policies and any documents expressly incorporated by reference herein, contain the entire understanding of you and us and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us.
- 12.7. NOTICES. We may notify you via e-mail or any other contact information you provide to us.
- 12.8. CAUSES OUTSIDE REASONABLE CONTROL. We shall not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond our control such as acts of God, epidemic, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.
- 12.9. NO PARTNERSHIP OR AGENCY. The Parties are independent persons and are not partners, principal and agent or employer and employee and the Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other Party’s behalf..
Last updated: August 19, 2022