Last updated: June 2017

Dyzio Terms & Conditions of Use

 

Dyzio Limited (“we” or “Dyzio”) is a limited liability company registered in England with company number 09866425. Our registered office address is 9 Cranmer Road, Sevenoaks, Kent, TN13 2AT. Our trading address is 1 Maple Place, London, W1T 4BB. Our VAT Registration number is 231016564. We are registered on the data protection register with registration number ZA240404.

 

Please review these terms and conditions of use (the “Terms”) carefully. Your access to and use of the Dyzio Platform is subject to these Terms and by accessing and using the Dyzio Platform you are agreeing to be bound by these Terms. If you do not agree to any of the Terms, please do not use the Dyzio Platform. If you are acting on behalf of any entity, you represent that you have authority to legally bind that entity.

 

We may occasionally revise the terms of this Agreement. If we make any substantial changes, we may notify you by prominently posting notice of the changes within the Dyzio Platform. Any changes to this Agreement will be effective upon the date set forth in the applicable notice. Continued use of the Dyzio Platform following notice of such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

1) Defined Terms

 

In these Terms, the following capitalised terms shall have the following meanings:

  • Account means an account established on the Dyzio Platform by a User;

  • Account Holder means a brand or agency who registers an Account on the Dyzio Platform;

  • Campaign means an influencer marketing and/or branded content campaign managed through the Dyzio Platform;

  • Campaign Owner means the User who, acting on behalf of the Account Holder, initiates a Campaign on the Dyzio Platform and has responsibility and authority for subsequent management of the Campaign;

  • Campaign Team Member means employees and/or representatives of the Account Holder;

  • Collaborators means any person (other than a Campaign Team Member or Influencer) who has been invited to collaborate on a Campaign by the Campaign Owner or a Campaign Team Member;

  • Influencer means any Social Influencer invited to collaborate on a Campaign by a Campaign Owner or Campaign Team Member. Influencers are contracted to produce branded content, on behalf of agencies and brands, to be pushed live and hosted on their own social channels (e.g. Youtube, Facebook, Instagram, Twitter, Snap and others);

  • User Content any and all documentation, information, creative deliverable, data, messages and text submitted to the Dyzio Platform by a User;

  • Dyzio Fees means any fees payable by an Account Holder to Dyzio in connection with an Account (including any Commission payable in accordance with paragraph 10)(c) of these Terms);

  • Dyzio Platform means the technology platform made available by Dyzio at the Site as more particularly described in paragraph 2) below;  

  • Dyzio Services means the operation and maintenance of the Dyzio Platform and any directly related or ancillary services in connection therewith;

  • Personal Data has the meaning given to it in the Data Protection Act 1998;

  • Site means the website at which the Dyzio Platform is made available, being www.dyzio.co or https//:app.dyzio.co

  • Users means any person who accesses and uses the Dyzio Platform including, for the avoidance of doubt, the Campaign Owner, any Campaign Team Member, any Collaborator and any Influencer.

 

2) Dyzio and the Dyzio Platform

 

The Dyzio Platform is a technology platform that enables brands, or agencies acting on behalf of brands, to set-up and project manage influencer marketing and branded content Campaigns.

 

Dyzio makes available the Dyzio Platform to Users but is not a party to any Campaign. Any arrangements between Users with respect to a Campaign (including, for example, engagement letters, fee arrangements or intellectual property agreements) must be arranged separately between the relevant Users and Dyzio has no responsibility or liability to ensure that these are in place or complied with. In the event that any contracts are agreed between Users by means of the contract agreement functionality on the Dyzio Platform, Users are solely responsible for ensuring they agree to the terms of the relevant contract and have sought their own independent legal advice regarding its terms and validity.

 

We will use commercially reasonable efforts to make the Dyzio Platform available pursuant to these Terms except for (a) planned downtime (with reasonable advance notice and to the extent practicable non-business hours); (b) emergency downtime; and (c) any unavailability caused by circumstances beyond our reasonable control. Dyzio reserves the right to modify the Dyzio Platform from time to time and makes no guarantees as to the continuous availability of the Dyzio Platform or of any specific feature(s) or functionality(ies) of the Dyzio Platform.

 

The Dyzio Platform may (but we are not required to) enable your access to third party websites and applications, for example YouTube, Instagram, Facebook and Twitter (“Other Applications”). We do not control Other Applications. You are solely responsible for your use of the Other Applications, including compliance with all terms, rules and policies with respect to such Other Applications. Under no circumstances will we be liable in any way for Other Applications, including any inability or failure to enable access to Other Applications from the Dyzio Platform.

 

3) Campaigns

 

In respect of each Campaign, the Account Holder will nominate a Campaign Owner who will be responsible for management of the Campaign.

 

The Campaign Owner and the Campaign Team Members have the ability to invite Collaborators and Influencers to participate in the Campaign and to provide varying levels of access to such Collaborators.

 

The Account Holder, the Campaign Owner and the Campaign Team Members are solely responsible for ensuring that the correct and appropriate people are invited to collaborate on the Campaign and that their access levels are appropriately set. Dyzio shall have no responsibility or liability in this regard.

 

4) Access, Rights and Restrictions

 

a) Account Holders

In order to be an Account Holder, you will be required to register and establish an Account. You agree to provide accurate, current and complete information in connection with your Account and agree to maintain and promptly update and such data as necessary to maintain its accuracy. You acknowledge that we may use your registration data (including any Personal Data) we collect in connection with your use of the Dyzio Platform in accordance with our Privacy Policy.

 

b) Users

 

Users will be able to access the Dyzio Platform by logging-on with a user name (email address) and password.

 

Users must safeguard their user names and passwords. You will notify us immediately if you learn of any unauthorized use of any user name and password or any other known or suspected breach of security.

 

c) Influencer Data

 

In addition, to access the Dyzio Platform as an Influencer and use the data, content, information and services made available through the Dyzio Platform, you must authenticate your social channel accounts (YouTube, Twitter, Facebook, Instagram, Snapchat or other), associated with any new Campaign you are invited to participate in, on the websites https://dyzio.co and https://app.dyzio.co. By doing this, you: 

  • warrant to us that you are the owner or authorised representative of the social channel that you are verifying; and

  • warrant to us that you are 18 years of age or older;

  • warrant that the content posted on your social channel account complies with all applicable social channel terms and conditions, guidelines and policies, and does not infringe the right of any third party, including intellectual property rights; and

  • grant us access to and permission to use (subject to applicable channel API terms and conditions) all and any social channel analytics data associated with your channel, including but not limited to measurements of user activity, geographics and demographics, content view counts and ratings, traffic sources and user device type and operating systems (the “Collaborator Data”) in connection with the Dyzio Platform. You hereby acknowledge and accept that such use includes: (i) disclosure of the Collaborator Data to our partners which include marketing agencies and brands (“Partner(s)”) and, where the Partner is a marketing agency, its clients, for their internal business use for the purpose of researching your content, reach and audience; and (ii) the creation and unlimited use and disclosure of data which combines or aggregates (wholly or in part) the Collaborator Data with other data or information, or otherwise adapts the Collaborator Data, to such a degree that it cannot be identified as originating or deriving directly from the Collaborator Data, cannot be reverse-engineered such that it can so be identified, and is not capable of use substantially as a substitute for the Collaborator Data. 

 

d) Access Grant

 

Subject to your compliance with these Terms, we grant to you a non-exclusive, non-transferable, non-sublicenseable, right to access the Dyzio Platform. Except for the limited rights granted herein to access the Dyzio Platform, we reserve all right, title and interest in and to the Dyzio Platform, including all software, programming interfaces and other technology underlying the user interface and online services through which you interact with Dyzio and other Users in connection with Campaigns, and all updates, upgrades and improvements to the Dyzio Platform.

 

5) Fees

 

Account Holders will be responsible for payment of Dyzio Fees with respect to any Campaign or other use of the Dyzio Platform related to their Account. 

 

Any Dyzio Fees payable in connection with your Account will be notified to you at the time you register your Account (or upgrade your Account, as applicable). Dyzio reserves the right to amend the Dyzio Fees from time to time but agrees to provide advanced notice to Account Holders of any proposed increase.

 

6) Support

 

You may contact Dyzio for support in connection with the Dyzio Platform and/or the Dyzio Services by emailing us at support@dyzio.co.

 

 

7) User Content

 

a) Responsibility for User Content

 

You are solely responsible for any User Content which you submit, make available, or use with respect to Dyzio and/or the Dyzio Platform. You represent and warrant that all of your User Content is to the best of your knowledge not in violation of any third party rights.  Prior to submission, you must have obtained all necessary rights and licenses in all elements of your User Content. 

 

b) Use of User Content 

 

You must evaluate, and will bear all risks associated with, the use of or reliance on User Content obtained through the Dyzio Platform. We will not pre-screen or actively review User Content, but we may refuse or delete any User Content of which we become aware that fails to fulfil the purpose of the Dyzio Platform, is in breach of these Terms, is contrary to law, or is otherwise inappropriate in our discretion. Under no circumstances will we be liable in any way for any User Content, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. We will have no obligation or liability to you to maintain, store, or license any User Content.

 

8) Privacy

 

We take your privacy seriously. All personal data collected and processed by us in connection with the Dyzio Platform, shall be handled strictly in accordance with our Privacy Policy, which forms part of these Terms.

 

9) User Content Storage and Security

 

All User Content submitted to and/or stored on the Dyzio Platform is stored on secure 3rd party servers. More information on how and where your content is stored can be found in the ‘where we store your data’ section of our Privacy Policy. You acknowledge that you have read and agree to the terms of our Privacy Policy and are happy with the manner in which your data will be stored. Any User Content submitted to and/or stored on the Dyzio Platform is stored at your own risk and we accept no responsibility for:

 

a) any loss or corruption to;

b) any unauthorised disclosure of; or

c) any unauthorised access gained to,
 

any of your data provided that it has been stored in the manner envisaged by these terms and our Privacy Policy. Dyzio makes no guarantee as to the safety or security of any User content stored through the Dyzio Platform. 

 

10) Payments through the Dyzio Platform

 

a)     Payment Services Provider Account

 

The Dyzio Platform enables Account Holders to make payments to Influencers and Influencers to receive such payments.

 

In order to use this feature, Account Holders and Influencers will be required to create an account with MangoPay via the Dyzio Platform. As part of this process, Account Holders and Influencers will be required to submit all necessary ‘know your customer information’ and related information to MangoPay in accordance with the instructions on the Site.

 

MangoPay is our payment services provider (“PSP”), and signing up to the payments feature on the Dyzio Platform, you accept the MangoPay General Terms and Conditions of Use (http://www.mangopay.com/wp-content/blogs.dir/10/files/2013/06/EN-Terms-and-conditions-of-Mangopay-May-20131.pdf).

 

MangoPay is the programming interface that facilitates the transfer and conversion of money and electronic money and is provided by Leetchi Corp S.A, a société anonyme incorporated under Luxembourg law with a registered office at 14, rue d’Aldringen, L-1118, Luxembourg and Luxembourg company number B173459.

 

For the avoidance of doubt, if you are found to have breached the MangoPay General Terms and Conditions of Use, Dyzio may terminate your Account immediately.

 

An E-Wallet is a virtual wallet for the Account Holder maintained by the PSP. Funds contained in an E-Wallet are physically held by the PSP. Funds paid into an Account Holder’s E-Wallet are held in a segregated client account separate from any funds belonging to the PSP. The PSP complies with the client money rules of the FCA and all other applicable UK requirements relating to client money. Funds held in an E-Wallet do not accrue interest.

 

a)     Making Payments

 

In order to be able to make payments to Influencers, Campaign Owners (or their Team Members) must first have:

  • set a total Influencer budget for a Campaign via the Dyzio Platform (a “Campaign Budget”);

  • allocated fees for each Influencer involved in that Campaign and agreed those fees with the relevant Influencer; and

  • transferred funds to the relevant Account Holder’s payment wallet with the PSP (“E-Wallet”) sufficient to cover the proposed payments and associated Dyzio Commission.

Payments to Influencers can only be authorised by a Campaign Owner via the Dyzio Platform. Neither Dyzio, nor the PSP shall be held liable in any way for any payments which have been authorised in error by the Campaign Owner or any Team Member.

 

No payment shall be made to an Influencer without due authorisation from the Campaign Owner via the Dyzio Platform. By authorising a payment to an Influencer, you are authorising the PSP to debit the Account Holder’s E-Wallet by the amount of the proposed payment and transfer those funds to the relevant Influencer.

 

If you believe a payment has been an un-authorised payment has been made or a payment has been authorised in error, please contact Dyzio as soon as possible.

 

Any taxation due on any transaction effected through the Dyzio Platform is the sole responsibility of the relevant payer and/or payee (as applicable).

 

Any dispute between an Influencer and an Account Holder regarding any aspect of their engagement,

including but not limited to: (i) due performance by the Influencer; or (ii) non-payment or delayed payment of fees by the Account Holder, is a matter between the Influencer and the Account Holder and Dyzio shall not be party to any such dispute.

 

b)     Commission

 

Dyzio charges a commission (“Commission”) on all payments made through the Dyzio Platform. The rate of Commission payable will be as agreed between Dyzio and the Account Holder in writing from time to time. Commission is debited from an Account Holder’s E-Wallet automatically when payments are made into the E-Wallet by the relevant Account Holder.

 

11) Restrictions on Use

 

As a condition of your use of the Dyzio Platform you agree that you will not: 

  • adapt, alter, modify, improve, translate or create derivative works of the Dyzio Platform;

  • reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or obtain the source code to all or any portion of the Dyzio Platform;

  • use the Dyzio Platform for any purpose that is unlawful under any applicable law or prohibited by these terms and conditions;

  • use the Dyzio Platform to commit any act of fraud;

  • use the Dyzio Platform to distribute viruses or malware or other similar harmful software code;

  • use the Dyzio Platform for purposes of promoting unsolicited advertising or sending spam;

  • use the Dyzio Platform to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);

  • use the Dyzio Platform in any manner that disrupts the operation of our Site or business or the website or business of any other entity;

  • use the Dyzio Platform in any manner that harms minors;

  • promote any unlawful activity;

  • use the Dyzio Platform to gain unauthorised access to or use of computers, data, systems, accounts or networks;

  • attempt to circumvent password or user authentication methods; and

  • use the Dyzio Platform to upload, download, display, perform, transmit, or distribute any Content that is, nor will you engage in any activities that are, infringing, libellous, defamatory, erroneous, misleading, deceptive, offensive, hateful, obscene, pornographic, abusive, threatening, tortious, in violation of any privacy or intellectual property rights, or otherwise unlawful, or to transmit malicious code, viruses, time bombs, Trojan horses, or similar mechanisms, scripts, agents, bots or programs.

 

12) Suspension

 

We may immediately suspend your access to the Dyzio Platform if we become aware or reasonably suspect that: (a) your use of the Dyzio Platform violates applicable laws or regulations or any of these Term, or (b) your continued use of the Dyzio Platform will disrupt use of the Dyzio Platform by other Users, poses a security risk to the Dyzio Platform, may harm Dyzio or its systems or may subject Dyzio or any third party to liability. Dyzio will provide you with notice of any such suspension and an opportunity to remedy the issue unless we in good faith believe doing so will result in imminent harm. We will not be liable if for any reason the Dyzio Platform is unavailable at any time or for any period. 

 

13) Intellectual Property

 

The Site and the Dyzio Platform and all intellectual property rights in it are owned by us. Intellectual property rights means rights such as: copyright, trademarks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind whether or not they are registered or unregistered (anywhere in the world). We reserve all of our rights in any intellectual property in connection with these terms and conditions. 

 

Nothing in these terms and conditions grants you any legal rights in the Site or the Dyzio Platform other than as necessary to enable you to access the Dyzio Services. You agree not to adjust or try to circumvent or delete any notices contained on the Site (including any intellectual property notices) and in particular in any digital rights or other security technology embedded or contained within the Site.

 

14) Representations and Warranties

 

a) Dyzio Warranties

 

We represent and warrant that: (a) we have the right, power and authority to enter into and to perform pursuant to these Terms; and (b) the Dyzio Services provided hereunder will be performed in a professional and workmanlike manner in accordance with industry standards. In the event that Dyzio breaches this warranty, Dyzio will, to the extent possible, re-perform the services in a manner consistent with the warranty, with the understanding that re-performance is the sole and exclusive remedy for any breach.

 

b) User Warranties

 

You represent and warrant that: (a) you have the right, power and authority to enter into and to perform pursuant to these Terms; (b) none of your Content is libelous or obscene, does not violate the right of privacy or publicity of any person or any of your obligations under these Terms; and (c) you will comply with all applicable laws and regulations in connection with your use of the Dyzio Platform.

 

15) Liability

 

Dyzio’s aggregate liability to any User will not exceed the fees paid to Dyzio by the Account Holder in respect of the Campaign to which a claim relates. You understand and agree that absent your agreement to these limitations of liability, we would not provide the Dyzio Platform or related services to you.

 

In no event will either party be liable for:

 

a) any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect); or

b) any indirect, special or consequential loss or damage. 

 

Neither party limits its liability for:

 

a) death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable); or

b) fraud or fraudulent misrepresentation by it or its employees

 

16) Disclaimer

 

Dyzio provides the Dyzio Platform and the Site on an "as is" and "as available" basis. You therefore use the Dyzio Platform at your own risk.

 

Dyzio expressly disclaims any and all warranties of any kind, whether express or implied, including without limitation the implied warranties of the merchantability, fitness for a particular purpose, non-infringement and any other warranty that might arise under any law.

 

Without limiting the foregoing, Dyzio makes no representations or warranties:

  • that the Site or the Dyzio Platform will be permitted and/or available in your jurisdiction;

  • that the Site or the Dyzio Platform will be uninterrupted or error-free;

  • relating to any third party’s use of the Content submitted by you;

  • that any Content submitted by you will be made available on the Site or the Dyzio Platform;

  • that the Site or the Dyzio Platform will meet your business or professional needs; or

  • that Dyzio will continue to support any particular features of the Site or the Dyzio Platform.

 

17) Governing Law and Jurisdiction

 

These Terms shall be governed by and construed in accordance with the laws of England and any dispute arising out of or in connection with them shall be subject to the exclusive jurisdiction of the English court.