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Terms and Conditions

Terms and Conditions - Agreement between User and MashDrop, Inc.



Welcome to MashDrop. The http://www.mashdrop.com website (the "Site") is comprised of various web pages operated by MashDrop, Inc. ("MashDrop"). http://www.mashdrop.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of http://mashdrop.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference. mashdrop.com is an E-Commerce Site. MashDrop enables social influencers to earn fees by posting advertiser-supplied creative on their social-media pages and feeds.

Privacy

Your use of http://mashdrop.com is subject to MashDrop's Privacy Policy. Please review our Privacy Policy, which also governs the Site and informs users of our data collection practices.

Electronic Communications

Visiting http://mashdrop.com or sending emails to MashDrop constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that MashDrop is not responsible for third party access to your account that results from theft or misappropriation of your account. MashDrop and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.




Additional terms and conditions of use for Advertisers


Registration and use of the website

  1. When registering on the website the Advertiser undertakes to provide the personal information about his/her person which is requested about the company e.g. name, complete address and email address truthfully.
  2. The Advertiser undertakes not to transmit content containing viruses, trojans or other malware which could damage MashDrop's system. In the case of an infringement of this provision the Advertiser undertakes to compensate MashDrop for any loss or damage.

Contract conclusion and services of MashDrop

  1. MashDrop reserves the right to review the Advertiser and to approve his/her use of the platform. Approval on the part of MashDrop does not create any entitlement in law in respect of the Advertiser to the corresponding activity by MashDrop as an intermediary.
  2. MashDrop provides distribution for advertising by connecting Advertisers and Social-Influencer Publishers to a platform that will sub-publish advertiser-supplied content to the Influencer’s social-media network channels.
  3. MashDrop will bring both offers and bids for product and service promotion to the registered Advertisers' and Influencers’ attention by providing relevant influencer profile information and advertiser content and pricing data via the platform.
  4. Bids and offers brokered in this manner by MashDrop represent non-binding bids and offers. Influencers may set prices to post content by uploading their own legally binding offers. Advertisers may bid for distribution by indicating the price-per-click they are willing to pay.
  5. MashDrop will relay bids and offer acceptances to the selected Influencers. Influencers will be notified by email and have 24-hours to accept or decline the revenue opportunity. If the selected Influencer fails to accept or decline the offer within the 24-hour period the campaign art will auto post on the Influencer’s social-media networks. If the selected influencer has elected to opt-out of the auto-post program, the campaign will terminate and the payment will be refunded.
  6. By accepting a bid or offer the Influencer is obliged to produce and publish the post in accordance with the description in the offer and the specifications.
  7. After the order has been placed, MashDrop will not endeavor to make direct communication possible between the Advertiser and Influencer. An amendment of the contractual agreements or similar is, however, not permitted. The Advertiser undertakes not to submit any request for additional services to the Advertiser over and above his original offer and not to circumvent MashDrop.

The Advertiser's services

  1. The promotional opportunities must be formulated by the Advertiser as precisely as possible so that the Influencer can recognize the type of post which is expected. The Influencer can be selected from a number of categories.
  2. The Advertiser undertakes vis-a-vis MashDrop not to transmit any content which breaches public decency or applicable law. These include but are not limited to any breach of intellectual property rights such as trade mark rights, copyright as well as competition and criminal law. The Advertiser also undertakes not to transmit content and not to create corresponding posts containing content which is libelous or content which is discriminatory. If these obligations should be breached, MashDrop may block the Advertiser's access to the platform with immediate effect.
  3. The Advertiser grants MashDrop all rights to the materials and information needed for acceptance on the platform and distributed to the Influencers.
  4. The Advertiser confirms that he is in possession of all rights to the material he uses and particularly that in using and presenting them neither copyrights, nor other performing rights, trade mark rights or other rights such as the right to a person's own image are infringed. On making an offer the Influencer receives in return the right to use and disseminate the product and any labelling rights accordingly in the context of the order.

Warranty

  1. The Influencer is liable to the Advertiser for the agreed attributes of the materials produced. In this respect the criteria are the requirements formulated by the Advertiser.
  2. In all other respects the provisions of law between the Advertiser and MashDrop apply for the product placement/promotion.

Payment

  1. All agreed fees and costs of MashDrop are due upon campaign creation and presentation of campaign art to the Influencer. Advertisers will buy promotion space on the Influencer's social channel(s) as indicated.
  2. The payment is made via PayPal.

Liability

  1. The Advertiser has no entitlement to the uninterrupted availability of the MashDrop service. MashDrop endeavors to make the pages available by means of the latest technology but interruptions and restrictions may occur from time to time, particularly when maintenance or other service measures are being undertaken. In this respect the Advertiser has no entitlement to compensation for drop-outs. This also applies in the event of force majeure.
  2. MashDrop has no further liability. In particular, MashDrop is not liable for content inserted by the contractual parties.
  3. The Advertiser will indemnify MashDrop against all third party claims which are asserted against MashDrop by reason of the content communicated by the Advertiser.

Confidentiality

The Advertiser undertakes to treat the information communicated in the context of the contractual relationship as confidential even after the conclusion of the contract and to maintain secrecy on such information. This understanding on confidentiality does not apply in so far as the information was already in the public domain or if it can subsequently be proven that it was made accessible to the other party by a third party without this obligation of confidentiality being breached.

Prohibition of competition

The Advertiser undertakes that even after the end of the campaign he will not approach the Influencer(s) directly in order to circumvent MashDrop.

Final provisions

  1. If individual provisions of this agreement should be invalid in whole or in part, the validity of the remaining Terms and Conditions of Use in all other respects is not affected. To the extent that they exist, the corresponding provisions of law take the place of the invalid points.



Additional terms and conditions of use for Influencers


Registration and use of the website

  1. When registering on the website the Influencer undertakes to provide the personal information which is requested about his/her person e.g. name, email address truthfully and particularly not to use a name he/she is not entitled to use or, for example, to purport to be a different person. It is on incumbent on MashDrop to check the truthfullness of the information. The Influencer undertakes to create only one account and always to maintain the information in an updated condition.
  2. The Influencer must be 18 years of age or more. If the Influencer is less than 18 years of age, he/she warrants that he/she has his/her parent's or guardian's agreement when registering.
  3. The Influencer undertakes not to transmit content containing viruses, trojans or other malware which could damage MashDrop's system. In the case of an infringement of this provision the Influencer undertakes to compensate MashDrop for any loss or damage.

Contract conclusion and services of MashDrop

  1. MashDrop reserves the right to review the Influencer and to approve his/her use of the platform. Approval on the part of MashDrop does not create any entitlement in law to the corresponding activity by MashDrop as an intermediary.
  2. Users/Influencers that register for the service give MashDrop permission to post advertiser-sponsored content on their social-media pages and feeds. MashDrop will connect influencer accounts to the various social-media networks through the network API provided by the social-media network selected by the user. Upon registration, users must establish a connection with this sign in application. MashDrop does not collect or save network username and password information.
  3. MashDrop will notify registered Influencers when they are selected for “pay-per-click” ad campaign postings. In this event, Influencers have up to 24-hours to accept or decline the advertiser’s bid price and post the content on their social media. If the 24-hour period has elapsed and the influencer has yet to decline the advertiser’s bid, the notification will, by default, constitute a legally binding acceptance and the advertiser’s content will be posted to their social-media pages. Registered Influencers duly grant MashDrop access to their social-media accounts in order to post the awarded content to their social communities on their behalf. Influencers may also grant MashDrop administrative rights to enable posting on related social-media group, business and fan pages.
  4. MashDrop will notify registered Influencers when they are selected for “pay-per-post” ad campaigns. In this event, Influencers will have up to 24-hours to accept or decline the advertiser’s acceptance of the Influencer’s offer price and post the content on their social media. If the 24-hour period has elapsed and the influencer has yet to decline their offer, the notification will constitute a legally binding acceptance and the advertiser’s content will be posted on the influencer’s social-media. Registered Influencers duly grant MashDrop access to their social-media accounts in order to post the awarded content to their social communities on their behalf. MashDrop may also be granted administrative rights to enable posting on related social-media group, business and fan pages.
  5. The Influencer may remove sponsored posts from their social-media page at any time but must notify MashDrop by email. Influencers may also disable the default auto-post setting by selecting ’opt-out’ on their account profile page.
  6. Unless declined within the initial 24-hour notification period MashDrop is obliged to publish the post in accordance with the description in the offer or the specifications.

The Influencer's services

  1. The Influencer undertakes to execute the relevant order properly and to publish it in the agreed medium. The post must remain on the agreed social medium channel for a specified period of time based on the Posting Guideline Schedule.
  2. The Influencer grants MashDrop an exclusive right of use unrestricted in time of the material which was provided. The Influencer waives any right of being named as the creator/originator.
  3. The Influencer also undertakes not to subsequently use the content which was posted for other private or commercial purposes.

Remuneration

  1. Influencer accounts will be credited and paid upon reaching a threshold amount of $50.00. Payments will be made via Paypal.
  2. The remuneration is understood to be a net price (less commissions and fees). All payments are inclusive of any taxes owned. US-based Influencers must complete Form W-9 and will a Form 1099 if necessary.

Warranty

  1. The provisions of law apply in respect of liability for defects as to quality or defects of title unless provided otherwise in these Terms and Conditions of Use or the individual agreements.
  2. The Influencer warrants the agreed properties of the material produced and also warrants that MashDrop may use the materials without infringing any third party rights.

Liability

  1. The Influencer has no entitlement to the uninterrupted availability of the MashDrop service. MashDrop endeavors to make the pages available by means of the latest technology but interruptions and restrictions may occur from time to time, particularly when maintenance or other service measures are being undertaken. In this respect the Influencer has no entitlement to compensation for drop-outs. This also applies in the event of force majeure.
  2. MashDrop has no further liability. In particular, MashDrop is not liable for content inserted by the contractual parties.
  3. The Influencer will indemnify MashDrop against all third party claims which are asserted against MashDrop by reason of the content communicated by the Influencer.

Confidentiality

The Influencer undertakes to treat the information communicated in the context of the contractual relationship as confidential even after the conclusion of the contract. This understanding on confidentiality does not apply in so far as the information was already in the public domain or if it can subsequently be proven that it was made accessible to the other party by a third party without this obligation of confidentiality being breached.

Children Under Thirteen

MashDrop does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use http://mashdrop.com only with permission of a parent or guardian.

Refund Policy

If, for any reason the advertiser-supplied content is not published or posted by the selected influencer, the full amount of the paid campaign buy will be refunded or credited back to the advertiser. Live PPC campaigns will run until the credit is exhausted.

Links to Third Party Sites/Third Party Services

MashDrop may contain links to other websites ("Linked Sites"). The Linked Sites are facebook.com; twitter.com; LinkedIn.com not under the control of MashDrop and MashDrop is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. MashDrop is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by MashDrop of the site or any association with its operators. Certain services made available via http://mashdrop.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the http://mashdrop.com domain, you hereby acknowledge and consent that MashDrop may share such information and data with any third party with whom MashDrop has a contractual relationship to provide the requested product, service or functionality on behalf of http://mashdrop.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use http://mashdrop.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to MashDrop that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of MashDrop or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto. You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. MashDrop content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of MashDrop and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of MashDrop or our licensors except as expressly authorized by these Terms.

Third Party Accounts

You will be able to connect your MashDrop account to third party accounts. By connecting your MashDrop account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

International Users

The Service is controlled, operated and administered by MashDrop from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the MashDrop Content accessed through http://mashdrop.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless MashDrop, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. MashDrop reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with MashDrop in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and MashDrop agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MASHDROP, INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME. MASHDROP, INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. MASHDROP, INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MASHDROP, INC. AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MASHDROP, INC. OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

MashDrop reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Wyoming and you hereby consent to the exclusive jurisdiction and venue of courts in Wyoming in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and MashDrop as a result of this agreement or use of the Site. MashDrop's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of MashDrop's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by MashDrop with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.


© 2017 MashDrop, Inc. All rights reserved.


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