Last updated: 25th May 2019.
Dyzio Limited (“we” or “Dyzio”) is a limited liability company registered in England with company number 09866425. Our registered office address is Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR. 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 / Dyzio APIs are subject to these Terms and by accessing and using the Dyzio Platform / Dyzio APIs 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 or via email. 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;
- Agreement means the agreed contracted terms between Dyzio Limited and the Account Holder, including the Paid Plan, the level of any agreed Commission, the number of Users and the time period it covers;
- 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;
- Dyzio APIs means a range of Dyzio applications, that provide our customers access to campaign tracking and data services, outside of the Dyzio Platform;
- Dyzio Fees means any fees payable by an Account Holder to Dyzio in connection with an Account;
- Dyzio Platform means the technology platform and services 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;
- Free Trial Period: means the Account has access to a Paid Plan (i.e. Premium or Pro Team) and the associated Dyzio Services, for an agreed limited period of time
- 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, TikTok and others);
- Paid Plan means the paid package you have signed up to, i.e. Premium Plan, Pro Team Plan, White-label Plan, API Plan or Enterprise plan;
- 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.
- Subscription Fee means the price of the Paid Plan you select (i.e. Premium, Pro Team, API Plan or White-label);
- Subscription term means the agreed duration of the Paid Plan (i.e. monthly or annual)
- Users means any person who accesses and uses the Dyzio Platform including, for the avoidance of doubt, the Account Owner, Campaign Owner, any Campaign Team Member, any Collaborator and any Influencer.
- User Content any and all documentation, information, creative deliverable, data, messages and text submitted to the Dyzio Platform by a User;
2) Dyzio and the Dyzio Platform & APIs
The Dyzio Platform is a self service technology platform that enables brands, agencies, influencer platforms and talent agents to build their own private influencer database and then create influencer marketing reports to measure return on investment, via influencer authentication.
The Dyzio APIs are a set of applications, that enable our clients to connect to dyzio services, set-up campaigns and access data related to these campaigns, outside of the Dyzio Platform.
Dyzio makes available the Dyzio Platform / Dyzio APIs 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.
We will use commercially reasonable efforts to make the Dyzio Platform and Dyzio APIs 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 / Dyzio APIs 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 and Dyzio APIs may (but we are not required to) enable your access to third party websites and applications, for example YouTube, Instagram, Facebook, TikTok, Twtch 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 / Dyzio APIs.
Youtube API Data
Dyzio accesses Youtube data via the YouTube API Services. By accessing YouTube data via the Dyzio platform you are agreeing to be bound by YouTube’s Terms of Service.
The Account Owner, 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
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, or other), associated with any new Campaign you are invited to participate in, on the websites https://dyzio.co and https://app.dyzio.co.
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 & Payments
Account Holders will be responsible for payment of Dyzio Subscription Fees or any other fees related to the 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.
Any queries regarding payments or your subscription should be sent to firstname.lastname@example.org.
a) Free and Paid Plans
- Free trial accounts are not required to provide a credit card number.
- Free Trials: If you’re participating in any free trial period offer for a Premium or Pro Team Plan, your account will convert to a paid Subscription at the end of this trial period. You will be required to pay the agreed Subscription Fee at this point, or the Account will be frozen and inaccessible until all outstanding payments have been processed by dyzio.
- Paid Plans: All Paid Plan Account Owners must enter a valid credit card and you must be authorized to use the payment method that you enter when you create a billing account.
b) Subscription Fees, Recurring Billing Authorization and Refunds
- By providing Credit Card information and agreeing to purchase any Paid Plan (i.e. Premium, Pro Team or White -label), Account Holders hereby authorizes Dyzio to automatically charge the Account Holder’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) for the Subscription Fee or any additional Dyzio Services that you use while this Agreement is in force.
- You are billed monthly based on the price of the selected Paid Plan (i.e. Premium or Pro Team), plus any agreed add-ons (e.g. additional data or White-label fees). These metrics are used to calculate your ‘Subscription Fee’ each month. Account Holders acknowledges and agrees that the amount billed and charged each month may vary depending on the Account Holder’s use of the Dyzio Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.
- The Subscription Fees are billed in advance on a monthly basis and are non-refundable. The Subscription Fee is based on the agreed Paid Plan plus any add-ons on the last day of the prior month.
- You can see your current monthly Subscription Fee for your Paid Plan when you first sign-up or upgrade your plan and any time after that in your ‘Manage Organisation’ settings in the Dyzio Platform.
- There will be no refunds or credits for partial months or a partial year (for annual Agreements) of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- Dyzio shall add applicable VAT to the Paid Plan and any agreed commission fees under this Agreement at the prevailing rate, for UK customers only. For all other countries Paid Plans and fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
- Prices of all Paid Plans and Commissions, including but not limited to monthly Subscription Fees to the Services, are subject to change upon 30 days notice from us. Such notice may be provided at any time via the email you have provided at sign up.
- All accounts registered to pay via check, wire-transfer, or Automated Clearing House (ACH), are due within thirty (14) days of billing date unless otherwise agreed-to by the parties in writing. If payment is not received by dyzio on the due date, the User’s account will be frozen and inaccessible until all outstanding payments have been processed by dyzio.
- dyzio uses a third-party intermediary (https://reepay.com/) to manage credit card processing and this intermediary is not permitted to store, retain or use your billing information except to process your credit card information for dyzio ltd.
c) Upgrading and Downgrading you Plan
- For any upgrade in Paid Plan level, you will be charged a prorated amount for the partial month of use of the new Paid Plan on your next billing cycle. The next billing cycle will reflect any such upgrades. Your account services and features will upgrade immediately.
- For any downgrade in Paid Plan level, the credit card that you provided will automatically be charged the new rate on your next billing cycle. The availability of the Paid Plan will also be downgraded on your next billing cycle.
- Downgrading your Paid Plan (e.g. from Premium to Pro Team or to Free) will cause the loss of features in your account. dyzio does not accept any liability for such loss.
d) Termination of Recurring Billing
- Account Holders may terminate the Agreement by sending Dyzio a notice of non-renewal to email@example.com or, if Account Holder’s Subscription Term is on a monthly basis (or if otherwise permitted by Dyzio), by terminating via the “Managed Organisation” page on the Dashboard, with termination effective at the end of the current Subscription Term.
- If you cancel the Agreement before the end of your current paid up month, your cancellation will take effect at the next billing cycle and you will not be charged again.
- Free Trial Subscriptions: If an Account Holder does not enter into a Paid Plan following an agree Free Trial Period, this Agreement and Customer’s right to access and use the Paid Services will terminate at the end of the Free Trial Period and the Account Holders Credit Card will not be charged.
e) Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card (“Credit Card”), the following terms apply:
- Changing Credit Card Information. At any time, Account Holders may change their Credit Card information by entering updated Credit Card information via the “Managed Organisation” page in the Dyzio Platform. If your credit card information has expired, you must update the information when requested. If not, you agree that we have the right to close your account or downgrade your account without any liability for any loss of data or loss of Dyzio Services.
- Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
- Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Dyzio and Dyzio may, in its sole discretion, either (i) invoice the Account Holder directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Account Holder (if applicable) or (iii) terminate this Agreement.
- Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Dyzio will charge the Account Holder’s Credit Card (or invoice the Account Holder directly) for any outstanding fees for Account Holder’s use of the Services during the Subscription Term, after which Dyzio will not charge the Account Holder’s Credit Card for any additional fees.
6) Dyzio API Terms of Service
You must not share your API keys or publicly share any code for accessing or manipulating the dyzio APIs. The only API which may be automated is the Campaign Integration API.
Any attempt to script, scrape or automate Dyzio’s APIs used in the main application (https://app.dyzio.co) will result in a 10 day block from the platform with no refund.
You may contact Dyzio for support in connection with the Dyzio Platform and/or the Dyzio Services by emailing us at firstname.lastname@example.org.
8) 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.
10) User Content Storage and Security
a) any loss or corruption to;
b) any unauthorised disclosure of; or
11) Restrictions on Use
In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content or its data: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
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, the Dyzio Platform and Dyzio APIs 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, the Dyzio Platform or the Dyzio APIs other than as necessary to enable you to access the Dyzio Services and Data. 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 libellous 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.
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
Dyzio provides the Dyzio Platfor, Dyzio APIs 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:
- 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 (all Collaborator Data will be anonymised), 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.
- All paid subscription Plan Account Holders must enter a valid credit card. Free trial accounts are not required to provide a credit card number.
- You must be authorized to use the payment method that you enter when you create a billing account.
- You authorise us to charge you for the Dyzio Platform using your credit card and for any paid feature of the Dyzio Platform that you choose to sign up for or use while this Agreement is in force.
- You are billed monthly based on the price of the Plan you select (i.e. Premium or Pro Team). These are the “Pricing Metrics” that are used to calculate your bill.
- You can see your current monthly fee for your Plan when you first sign-up or upgrade and any time after that in your Manage Organisation settings in the APP.
- The Services are billed in advance on a monthly basis and are non-refundable. The services are based on what your Pricing Metrics were on the last day of the prior month.
- There will be no refunds or credits for partial months or a partial year (for annual subscription Plans) of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
- For any upgrade in Plan level, you will be charged a prorated amount for the partial month of use of the new Plan on your next billing cycle. The next billing cycle will reflect any such upgrades. Your account Services and features will upgrade immediately.
- For any downgrade in Plan level, the credit card that you provided will automatically be charged the new rate on your next billing cycle. Your account Services will also be downgraded on your next billing cycle.
- Downgrading your dyzio plan (e.g. from Premium to Pro Team) will cause the loss of features in your account. dyzio does not accept any liability for such loss.
- If you cancel the Services before the end of your current paid up month, your cancellation will take effect at the next billing cycle and you will not be charged again.
- Dyzio shall add applicable VAT to the Plan and any agreed commission fees under this agreement at the prevailing rate, for UK customers only. For all other countries Plans and fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
- Prices of all Services, including but not limited to monthly subscription Plan fees to the Services, are subject to change upon 30 days notice from us. Such notice may be provided at any time via the email you have provided at sign up.
- All accounts registered to pay via check, wire-transfer, or Automated Clearing House (ACH), are due within thirty (30) days of billing date unless otherwise agreed-to by the parties in writing. If payment is not received by dyzio on the due date, the User’s account will be frozen and inaccessible until all outstanding payments have been processed by dyzio.
- If you’re participating in any free trial period offer, your account will convert to a paid subscription at the end of this trial period. You will be required to pay the agreed subscription fee at this point, or the user’s account will be frozen and inaccessible until all outstanding payments have been processed by dyzio.
- If your credit card information has expired, you must update the information when requested. If not, you agree that we have the right to close your account or downgrade your account without any liability for any loss of data or loss of Services.
- dyzio uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use your billing information except to process your credit card information for dyzio ltd.
- 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.
- 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.