GENERAL TERMS AND CONDITIONS FOR COMPANIES

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GENERAL TERMS AND CONDITIONS FOR COMPANIES

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1. THE INFLUENCE SWITZERLAND PLATFORM

1.1 BB Switzerland Sàrl, registered in the Commercial Register of Geneva, has its registered office at Chemin Louis-Hubert 2, 1213 Petit-Lancy (« INFLUENCE SWITZERLAND »). 1.2 BB Switzerland Sàrl offers this platform to enable Businesses and Influencers to interact, build relationships, create, distribute and share Sponsored Content via Influencers’ social channels to their community of subscribers. 1.3 These General Terms and Conditions of Business Contract (« GTCB ») describe the terms and conditions of access to and use of the INFLUENCE SWITZERLAND Platform, and are fully accepted by the Company’s membership and/or use of the Platform. 1.4 The Influencer’s contractual position is governed by the General Terms and Conditions of the Influencer Agreement (« GTCIA »), which are fully accepted by the Influencer’s membership and/or use of the Platform. 1.5 Upon approval of the T&Cs, INFLUENCE SWITZERLAND grants the Influencer and the company a limited, non-exclusive, revocable and non-transferable license to access and use the INFLUENCE SWITZERLAND Platform. 1.6 Acceptance of the GCI and the GCE does not entail any relationship between the Influencer, the company and INFLUENCE SWITZERLAND other than that of the use of the INFLUENCE SWITZERLAND Platform as described and, in particular, for purely exemplary but non-exhaustive purposes, it does not entail any partnership or agency or fiduciary relationship. 1.7 Access to and/or use of the INFLUENCE SWITZERLAND Platform are subject to the Influencer’s acceptance of the GCI and the company’s acceptance of the GCE. 1.8 Each time the Influencer accesses and uses the INFLUENCE SWITZERLAND Platform, he agrees to abide by the GCI. If the Influencer does not intend to comply with the GTCCI, he must not access and/or use the INFLUENCE SWITZERLAND Platform. 1.9 Each time the Company accesses and uses the INFLUENCE SWITZERLAND Platform, it agrees to comply with the GTCB. If the Company does not intend to comply with the GTCB, it must not access and/or use the INFLUENCE SWITZERLAND Platform. 1.10 The INFLUENCE SWITZERLAND Platform allows the Company to allocate a campaign budget to create an advertising campaign using the « Campaign Builder » functionality in order to share it with Influencers. 1.11 The Influencer will access the Advertising Campaign via the INFLUENCE SWITZERLAND application, by creating and sending content to the company for approval, unless the company rejects it or requests a modification. 1.12 The Influencer may proceed with the publication of the agreed Content in the event of approval by the company, thus giving rise to the execution of the Advertising Campaign. 1.13 The Influencer may only claim his remuneration after approval of the Content and after publication of the latter on the chosen distribution channels belonging to the Influencer, and this under the conditions predefined with INFLUENCE SWITZERLAND and the company (the « Customer »). 1.14 The INFLUENCE SWITZERLAND platform is designed to be used by persons who are at least eighteen (18) years of age. The Influencer and the Company are solely responsible for interactions with the INFLUENCE SWITZERLAND platform. If INFLUENCE SWITZERLAND becomes aware of access to the INFLUENCE SWITZERLAND platform by a person under the age of eighteen (18), it will exclude that person from the platform. 1.15 INFLUENCE SWITZERLAND reserves the right to modify the GTCS at any time by updating the web page and by communicating them to companies using the e-mail address indicated in their Company Account. 1.16 INFLUENCE SWITZERLAND and its partners reserve the right to intervene on the INFLUENCE SWITZERLAND Platform by making the modifications deemed necessary and/or appropriate, as well as for maintenance purposes, by communicating all information to the companies using the e-mail address indicated in their Company Account. During such interventions, access to and use of the INFLUENCE SWITZERLAND Platform may be temporarily suspended, provided that INFLUENCE SWITZERLAND has provided specific notice at least twenty-four (24) hours prior to such intervention, using the e-mail address indicated in the Influencer and/or Company Accounts. 1.17 INFLUENCE SWITZERLAND declines all responsibility for the procedure for creating the Advertising Campaign, the publication of content and the payment of commissions and remuneration, given that all of these steps are managed exclusively by the Influencer and the Business in complete autonomy. 1.18 In particular, INFLUENCE SWITZERLAND declines all responsibility with respect to the content uploaded to the INFLUENCE SWITZERLAND Platform by the Influencers and/or by the Businesses, as it does not undertake to moderate, approve, monitor, modify or delete the content transmitted. Also, it will not verify the legality, validity, accuracy or appropriateness thereof. 1.19 The Influencer and the Company may not negotiate the execution and/or payment of an advertising campaign outside the INFLUENCE SWITZERLAND platform. 1. 20 The Influencer and the Company undertake: i) not to decompile, submit to modification, disassemble any element of the INFLUENCE SWITZERLAND Platform, including through the intermediary of third parties and/or in any other manner; ii) not to distribute or republish any element of the INFLUENCE SWITZERLAND Platform in any manner whatsoever; iii) not to resell, rent or allow the use, even temporary, of any element of the INFLUENCE SWITZERLAND Platform; iv) not to alter, deactivate or circumvent in any way whatsoever the security features of the INFLUENCE SWITZERLAND Platform; v) not to transfer any element of the INFLUENCE SWITZERLAND Platform to a third party in any way whatsoever; vi) to guarantee INFLUENCE SWITZERLAND access to information relating to location and geolocation; vii) to guarantee INFLUENCE SWITZERLAND the possibility of using its logo in connection with the services and/or products provided. 1.21 The Influencer and the Company agree not to participate in any crawling, scraping or caching activity, and undertake not to access in any way whatsoever any content of the INFLUENCE SWITZERLAND Platform by any means whatsoever, except by virtue of the express authorization of INFLUENCE SWITZERLAND , which will be communicated in writing via the INFLUENCE SWITZERLAND Platform upon request transmitted by the latter. to all information shared on social networks. INFLUENCE SWITZERLAND suggests checking the conditions of use of the social networks linked to the INFLUENCE SWITZERLAND Platform before selecting the corresponding links, applications or functions, and/or interacting with them. The INFLUENCE SWITZERLAND Platform is in no way sponsored, subscribed to, administered by or associated with any of the linked social networks. 1.24 All costs related to the downloading, installation, access and use of the INFLUENCE SWITZERLAND Platform are borne by the Company, which is solely responsible for the use of the INFLUENCE SWITZERLAND Platform. 1.25 The Influencer and the Company must verify and ensure that the devices used are compatible with the INFLUENCE SWITZERLAND Platform and that they comply with all technical specifications necessary for its access and use. INFLUENCE SWITZERLAND declines all responsibility with regard to the material accessibility of the INFLUENCE SWITZERLAND platform in relation to the pre-selected connection service chosen by the Company and/or the devices used by the latter. 1.26 INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform in the event of violation of the individual prohibitions and/or non-compliance with the individual obligations referred to in the preceding points. 1.27 The provisions of these GTCB relating to companies also apply to media, communication and influence agencies.

2. COMPANY ACCOUNT REGISTRATION

2.1 In order to use the INFLUENCE SWITZERLAND platform, the Company must use the “Campaign Builder” by creating and registering a Company account, in accordance with the conditions set out in the GTCB. 2.2 INFLUENCE SWITZERLAND reserves the right to refuse registration and/or cancel a Business Account at its discretion. 2.3 All information provided at the time of registration of the Corporate Account must be up-to-date, correct and complete. Incomplete, inappropriate and/or incomprehensible registrations will not be considered valid. The Company must log in as required each time it wishes to use the INFLUENCE SWITZERLAND Platform. It is forbidden to use an Enterprise account of another person or entity without their prior consent. 2.4 The Company is required to maintain the strictest confidentiality regarding the details of its Company account and any activity carried out on the INFLUENCE SWITZERLAND Platform. 2.5 The Company undertakes to immediately inform INFLUENCE SWITZERLAND of any unauthorized use of its Company account or any other breach of security. Access to and use of the Company account are the sole responsibility of the Company, which may inform INFLUENCE SWITZERLAND of the cancellation of the latter at any time. 2.6 INFLUENCE SWITZERLAND is not liable for any liabilities and/or damages suffered by the Company in connection with non-compliance with the GTCB. 2. 7 INFLUENCE SWITZERLAND reserves the right to delete the Company account and/or to prohibit the Company from accessing the INFLUENCE SWITZERLAND Platform (or any element thereof) if it considers that the Company: i) Is making use of it in a manner that does not comply with the GTC; ii) Intends to falsify it (or any element thereof) in any way whatsoever; iii) Has breached the GTC and/or has been involved in any illicit and/or illegal activity or, in any event, is behaving incorrectly insofar as it is intended to jeopardize the normal management of the INFLUENCE SWITZERLAND Platform (or any element thereof) . 2.8 The use of any automated software or other mechanical and/or electronic means enabling the creation of one or more Company accounts is expressly prohibited. INFLUENCE SWITZERLAND reserves the right to suspend or delete any company account created in violation of this provision. 2.9 The information provided by the business for the creation of the Business Account will be intended solely for INFLUENCE SWITZERLAND and the business will be responsible for its accuracy. 2.10 The company expressly waives any recourse against INFLUENCE SWITZERLAND, the social networks and/or the linked Sites for any loss, claim, expense and damage (of any nature) which may be caused to it by the use of the INFLUENCE SWITZERLAND Platform. 2.11 Any questions, comments and/or complaints regarding the INFLUENCE SWITZERLAND Platform must be addressed exclusively to INFLUENCE SWITZERLAND and may not be passed on to other persons and/or socially connected persons. 2.12 In the event of violation of the individual prohibitions and/or non-compliance with the individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND Platform.

3. DOWNLOADING THE CAMPAIGN BUILDER AND COMPANY COMMITMENTS

3.1 To register a Company Account, the Company must: i) download the Campaign Builder and log in as required by the INFLUENCE SWITZERLAND platform; ii) provide all the requested data, such as, but not limited to, full name and/or company name and/or full corporate name, e-mail address, telephone address and password; iii) select the chosen payment method (bank transfer or debit from current account and/or credit card); iv) provide all the necessary and/or useful details to make each payment. 3.2 No amount will be charged for the creation of the Corporate Account. 3.3 INFLUENCE SWITZERLAND may, at its discretion, provide for a minimum expenditure for Company accounts. 3.4 The Company, with reference to the content uploaded to the INFLUENCE SWITZERLAND platform with a view to carrying out an advertising campaign, agrees to:

1. Grant to INFLUENCE SWITZERLAND and its assignees a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable license to use the content published on the INFLUENCE SWITZERLAND Platform for the purposes of marketing and promoting INFLUENCE SWITZERLAND (and its products and services) in any manner whatsoever, without further notice or authorization and without further compensation;
2. Grant to the Influencer a royalty-free, perpetual, international, irrevocable, unconditional, non-exclusive, transferable license to publish, share, comment on the content published on the INFLUENCE SWITZERLAND Platform on its social influence channels as part of the Content approved in in accordance with the GCE;
3. The Company acknowledges and accepts: i) that the license to use the content published on the INFLUENCE SWITZERLAND Platform will only take place after payment of the Commission on the contents and ii) that it is not authorized to use any content published on the INFLUENCE SWITZERLAND Platform in any way whatsoever outside of the INFLUENCE SWITZERLAND Platform, as long as it has not paid the Commission or remuneration on the Contents.

3.5 INFLUENCE SWITZERLAND has the right to cancel and/or suspend the provision of its services and/or delete the Company account if it has reasonable grounds to believe that the company is not using the INFLUENCE SWITZERLAND Platform in a legal and/or correct manner and/or reasonable manner in relation to its purpose and/or its function, in accordance with the CGCE.

4. BUSINESS CONSIDERATION

4.1 The company undertakes to pay the fees for using the INFLUENCE SWITZERLAND platform and the commissions and remuneration on the content, as well as the fees due appearing on the Company account in accordance with the CGCE. Payment of the amounts due in accordance with the preceding point must be made according to the terms provided by the Campaign Builder or according to the written instructions transmitted by INFLUENCE SWITZERLAND. 4.2 Individual payments must be made, in the absence of several written instructions from INFLUENCE SWITZERLAND, by credit card, PayPal or any other prepaid system and, in any case, through a supplier approved by INFLUENCE SWITZERLAND. INFLUENCE SWITZERLAND reserves the right to charge a specific commission when using credit cards. 4.3 INFLUENCE SWITZERLAND reserves the right to verify the reliability and actual functionality of the means and payment identification information provided by the company. The company guarantees in any case ownership of the means and payment documents provided and also ensures that they are up to date, correct and complete in relation to the commitments made. 4.4 The company undertakes not to use fraudulent and/or illegal means and/or payment methods. 4.5 The company will notably allocate the amount intended for the Advertising Campaign using the Portfolio function via the Campaign Builder before it begins. 4.6 INFLUENCE SWITZERLAND reserves the right to carry out a specific pre-authorization check of the means of payment indicated by the company in relation to the commitment of expenses made during each advertising campaign. 4.7 In any case, the possibility of sharing the advertising campaign with the Influencer is indirectly subject to the success of the pre-authorization check on the means of payment indicated by the company. 4.8 The company authorizes INFLUENCE SWITZERLAND to invoice the amount corresponding to the commission due to the remuneration on content validated after their publication as agreed with the Influencer via the INFLUENCE SWITZERLAND platform. 4.9 If a company does not have its headquarters in Switzerland, the European Union or Australia, the invoicing of royalties due does not include, respectively, GST and VAT, without prejudice to the collection of taxes, other taxes. and charges of any nature whatsoever applicable under specific regulatory provisions. 4.10 In the absence of a specific provision and/or agreement, the company must make payments on sight. 4.11 Any schedule and/or form and/or method of payment different from that indicated in the CGCE must be specifically approved by INFLUENCE SWITZERLAND. 4.12 Without prejudice to the contractual payment obligation on sight, if the company does not make the payments due within seven (7) working days following the due date of the debt, a default interest of ten percent (10%) will be applied annually. INFLUENCE SWITZERLAND also reserves the right to suspend and/or exclude the company from all access to the INFLUENCE SWITZERLAND platform by terminating any current campaign. 4.13 The company undertakes not to materialize with the Influencer forms of remuneration other than those established by the INFLUENCE SWITZERLAND Platform and , in particular, by way of example but not exhaustive, not to materialize as remuneration to the Influencer, a product or a service. The terms and deadlines for payment of royalties due to Influencers may be subject to negotiation via INFLUENCE SWITZERLAND and the INFLUENCE SWITZERLAND platform. 4.14 In the event of violation of individual prohibitions and/or non-compliance with the individual obligations targeted in the preceding points, INFLUENCE SWITZERLAND reserves the right to retain and/or exclude the company from the INFLUENCE SWITZERLAND platform.

5. CONDITIONS OF PARTICIPATION OF THE COMPANY IN THE ADVERTISING CAMPAIGN

CGCEs . 5.2 The company confirms that it will not negotiate, even through its third parties, agreements and/or payments with an influencer outside the INFLUENCE SWITZERLAND platform.

5.1 INFLUENCE SWITZERLAND reserves the right to refuse any Advertising Campaign if it does not comply with the provisions of the CGCE. 5.2 The company confirms that it will not negotiate, even through its third parties, agreements and/or payments with an influencer outside the INFLUENCE SWITZERLAND platform. 5.3 The company undertakes not to accept or attempt to negotiate with an Influencer the execution of a number of contents greater than recognition of a single remuneration per content and/or a fixed and/or unitary remuneration . 5.4 The company undertakes to guarantee the independence of the influencer, regardless of the relationship that arises from the interaction on the INFLUENCE SWITZERLAND platform.

5.5 The company guarantees:

1. To be in possession of all intellectual property rights to the content shared on the INFLUENCE SWITZERLAND Platform and to have the right to grant licenses to these rights to INFLUENCE SWITZERLAND and the Influencer in accordance with these CGCE;
2. That it will refrain from sharing suspicious, false, misleading and/or illusory content on the INFLUENCE SWITZERLAND Platform.

5.6 The company undertakes not to object to the payment of commissions due on influencing content when the content published complies with the agreed advertising campaign. 5.7 Payment of the Commission on the content will be granted to the Influencer within (48) hours following the accreditation of the corresponding sums by the company, unless the Influencer is responsible for a violation of the CGCE, excluding any inherent and consequent liability of INFLUENCE SWITZERLAND. 5.8 The purchase of the intellectual rights of the Content subject to the approval procedure by the company is only recognized to the company after the influencer has published the content and received the agreed compensation via the INFLUENCE SWITZERLAND platform. 5.9 The company agrees to use the rights of the content for uses authorized by law and not to harm the image of the influencer 5.10 The company accepts that INFLUENCE SWITZERLAND will not be responsible for the content or message shared via the INFLUENCE SWITZERLAND platform. 5.11 INFLUENCE SWITZERLAND declines all responsibility for the use of the Content by the company. 5.12 The company acknowledges that the Influencer is an independent third party and that the content is in no way validated by INFLUENCE SWITZERLAND. Consequently, the company accepts that the Influencer may publish content inconsistent with what was agreed in the creation of the Advertising Campaign. The Company specifically acknowledges and accepts that INFLUENCE SWITZERLAND has no control over the content that may be published by the Influencer, assuming all responsibilities and inherent risks resulting from the collaboration with the Influencer and the INFLUENCE SWITZERLAND platform. 5.13 The company acknowledges that INFLUENCE SWITZERLAND gives no guarantee as to the success of the advertising campaign. 5.14 In the event of violation of individual prohibitions and/or non-compliance with the individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

6. INTELLECTUAL PROPERTY

6.1 All documents on the INFLUENCE SWITZERLAND platform are the exclusive property of INFLUENCE SWITZERLAND and are protected by legislation on copyright and commercial companies, with the exception of functionalities granted to the Influencer and the company in accordance with the provisions of the CGCI and the CGCE . 6.2 The option granted in the CGCI and CGCE to influencers and companies allowing them to use the functionalities of the INFLUENCE SWITZERLAND Platform does not determine any right to use them outside of these provisions or provisions. 6.3 All rights, title and interest in all INFLUENCE SWITZERLAND companies, logos, images, buttons, codes, layouts, text, content, products and services present on the Platform (the “INFLUENCE SWITZERLAND Platform Materials”) are the exclusive property of INFLUENCE SWITZERLAND and will always remain the exclusive property of INFLUENCE SWITZERLAND. 6.4 INFLUENCE SWITZERLAND may grant a defined and non-exclusive license for the use of the Elements of the INFLUENCE SWITZERLAND Platform or certain of them to the extent that it deems this concession functional to the use of the INFLUENCE SWITZERLAND Platform. 6.5 In the event of violation of individual prohibitions and/or non-compliance with the individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

7. OTHER STATEMENTS FOR INFLUENCERS AND BUSINESSES

7.1 The Influencer and the Companies operating on the

1. All information provided to INFLUENCE SWITZERLAND when creating the Influencer account and the Business account is true, accurate, complete and compliant, and not misleading;
2. Any account and other accounts on social media and/or third-party social networks to which they are affiliated and/or linked are their property;
3. If a different account refers to a company, it is an authorized person of the company, who has been assigned the right of access to accounts on the media and/or social networks and who represents interests;
4. If an account refers to another person, authorization has been given, including with regard to access to accounts on media and/or social networks representing their interest;
5. Have the right and/or authorization to create an Influencer account or a Business account, and to accept the CGCI and CGCE;
6. To be authorized to send content to the INFLUENCE SWITZERLAND platform according to the CGCI and the CGCE;
7. That all content sent to the INFLUENCE SWITZERLAND Platform will not be:
8. Is illegal and/or contravenes applicable regulatory provisions of any degree or level;
9. Either copied and/or adapted entirely and/or substantially from other content;

iii. Be indecent, obscene, threatening, discriminatory, harassing, violate security. Is not defamatory, offensive and contains, depicts, alludes to or encourages aggressive, unregulated, antisocial, obscene and/or illegal behavior and/or contains sexually explicit images;

1. Parody, discredit and/or mock INFLUENCE SWITZERLAND and/or its products and/or services in any other way;
2. In requesting passwords and/or personal information for commercial, illicit or illegal purposes; Request to provide any telephone number, postal address, last name, URL or email address (unless the presence of the indicated elements, only those lawful, is expressly requested in the Campaign);
3. In an action to promote an illegal and/or unauthorized copy of another person’s copyrighted work (for example: providing pirated computer programs or links to them, providing information to circumvent protected devices or provide pirated content);

vii. In the transmission of junk mail, or the sending of mass mail or spam; viii. Will not infringe the privacy, contractual rights and/or other rights of any person (including intellectual property rights) 7.2 In the event of violation of individual prohibitions and/or failure to comply with individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

8. PROVISIONS ON THE RELATIONSHIP BETWEEN INFLUENCER AND COMPANY

8.1 The Influencer and the Company acknowledge that:

1. The Influencer and INFLUENCE SWITZERLAND are not required to purchase products and/or services from the Company;
2. The Company may, at its discretion, arrange for a sample product to be sent to the Influencer;
3. The Influencer may ask the Company to send a sample product, but the Company assumes no obligation to fulfill this request;
4. INFLUENCE SWITZERLAND will under no circumstances be responsible for delivery delays and/or non-delivery of products sent by the Company to the Influencer;
5. The address provided by the Influencer via the INFLUENCE SWITZERLAND platform is not verified by INFLUENCE SWITZERLAND;
6. If the company sends a product sample to the Influencer, it is not guaranteed that the Influencer will produce Content on that product or that any Content sent will be positively reviewed by the company;
7. If the Influencer chooses to purchase a product, there is no guarantee that the Influencer’s Content on the product will be approved by the company;
8. The CGCI and the CGCE do not provide any rights in favor of the company over the intellectual property rights on the content and/or the identity of the influencer;
9. The CGCI and the CGCE do not provide the Influencer with any property rights over the intellectual property rights of the company;
10. The CGCI and CGCE do not provide that the company must use the rights granted to the company by the influencer;
11. If the company and the influencer agree to send samples and/or finished products and/or sketches, the corresponding reports and exchanges must be carried out exclusively via the INFLUENCE SWITZERLAND platform.

8.2 In the event of violation of individual prohibitions and/or non-compliance with individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

9. GUARANTEES AND INDEMNITIES FOR INFLUENCERS AND COMPANIES IN FAVOR OF INFLUENCE SWITZERLAND

9.1 The Influencer and the Company undertake not to call into question INFLUENCE SWITZERLAND and its member bodies, its staff, its service providers and subcontractors, and its agents against any form of claim, liability, damage, loss and expense arising from or in any way related to the use of the INFLUENCE SWITZERLAND platform, as described below (including in the case of a direct change in the operating operations of the platform):

1. Content uploaded to the INFLUENCE SWITZERLAND platform and/or access to it;
2. Violation of the CGCI and CGCE and/or any guarantee given and/or concluded;
3. Complaints against a business for any reason;
4. Complaints against an influencer for any reason;
5. Any third party claim (including a different company and/or influencer) arising directly and/or indirectly from the violation of any provision of the CGCI and/or CGCE;
6. Any claim also relating to the fact that documents uploaded to the INFLUENCE SWITZERLAND Platform violate the rights of third parties, including intellectual property rights;
7. Violation of any applicable law.

9.2 In the event of violation of individual prohibitions and/or non-compliance with individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

10. LIMITATION OF LIABILITY IN FAVOR OF INFLUENCE SWITZERLAND

10.1 By using the INFLUENCE SWITZERLAND Platform, the Influencer and/or the Company may come into contact with content uploaded to the INFLUENCE SWITZERLAND Platform which presents characteristics of dangerousness, obscenity, deception and/or negligence. INFLUENCE SWITZERLAND cannot under any circumstances be held responsible for content uploaded to the INFLUENCE SWITZERLAND Platform which presents these characteristics, including, but not limited to, the presence of any error or omission and/or any loss or damage of any nature whatsoever, including that resulting from the use of content loaded on the INFLUENCE SWITZERLAND Platform, as well as that transmitted and/or otherwise made available through it. 10.2 The liability of INFLUENCE SWITZERLAND towards the company with regard to the CGCI and CGCE will be limited to the amount actually paid by the company to INFLUENCE SWITZERLAND for the services relating to the last advertising campaign. INFLUENCE SWITZERLAND will not be liable to Influencers for damage caused by the use of the INFLUENCE SWITZERLAND platform. Under no circumstances will INFLUENCE SWITZERLAND and/or any associated entity, rights holder, licensee and/or assignee be liable for any direct, indirect, special, incidental, consequential, sanctioning damages resulting from or related to any company or individual. The foregoing limitations apply even if the declared liability is based on tort, negotiable relationship, negligence, even if INFLUENCE SWITZERLAND and/or any other person has been informed of the possibility of the alleged damage occurring. 10.3 INFLUENCE SWITZERLAND gives no guarantee and does not undertake that the INFLUENCE SWITZERLAND Platform is always available and/or always error-free, reliable and/or secure and/or free of viruses and/or other dangerous components. The Influencer and the Company use the INFLUENCE SWITZERLAND Platform and assume the inherent and consequential risks, accepting that INFLUENCE SWITZERLAND declines all liability for damages and/or losses that may arise, whether direct or consequential. The Influencer and the Company agree that INFLUENCE SWITZERLAND disclaims all liability with regard to losses resulting from any interference, malfunction, delay, failure and/or damage which may occur to the devices and materials used and/or which result from access , installation, and/or an update and/or use of the INFLUENCE SWITZERLAND platform. The Influencer and the Company assume responsibility for the use of the INFLUENCE SWITZERLAND Platform, including compliance with all applicable laws and rules. 10.4 In the event of violation of individual prohibitions and/or non-compliance with individual obligations referred to in the preceding points, INFLUENCE SWITZERLAND reserves the right to suspend and/or exclude the company from the INFLUENCE SWITZERLAND platform.

11. MONITORING

11.1 INFLUENCE SWITZERLAND reserves the right to monitor the INFLUENCE SWITZERLAND platform and all activities of Influencer accounts and Business accounts. 11.2 If, in the execution of this monitoring activity, INFLUENCE SWITZERLAND finds signs of fraud, abuse or suspicious activities of any nature, it may, at its discretion, delete or suspend the Influencer account and /or the Company account which was the author or who participated in it. 11.3 INFLUENCE SWITZERLAND retains the right to remove content downloaded on the INFLUENCE SWITZERLAND platform which constitutes infringements of the CGCI and/or the CGCE. 11.4 INFLUENCE SWITZERLAND reserves, in all cases governed by the preceding point, to take measures to compensate for the damage caused to the holder of the Influencer account and/or the Company account.

12. CASE OF FORCE MAJEURE

12.1 If the INFLUENCE SWITZERLAND Platform is not able to function during any movement or event beyond the possibilities of repair and/or maintenance by INFLUENCE SWITZERLAND, it reserves the right to take, at its discretion, the possibility of canceling, terminating, modifying or suspending access to it. 12.2 If these are reasons and/or relevant events within the meaning of the previous point, acts of war, terrorism, state of emergency or disaster (including natural disasters), infections by computer viruses, bugs, tampering, unauthorized intervention, technical failures and/or any event likely to significantly affect the administration, security, integrity and/or proper functioning of the INFLUENCE SWITZERLAND platform.

13. EFFECTIVENESS OF CGCI AND CGCE

13.1 The CGCI and the CGCE prevail over any other agreement concluded by INFLUENCE SWITZERLAND, the Influencer and/or the company. 13.2 If one or more clauses of the CGCI and/or CGCE are considered void and/or voidable and/or invalid and/or otherwise inapplicable and/or ineffective, this circumstance will not affect the validity of the other distinct clauses, which must be considered fully in force and effective.

14. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

14.1 The CGCI and the CGCE are governed by Swiss law and it is expressly agreed that the Court of First Instance of Geneva has exclusive jurisdiction over any dispute which may result therefrom, including with regard to their validity, interpretation and execution. .

15. COMMUNICATIONS

15.1 For the purposes of executing the CGCI and CGCE, for any communication with the Influencer and the Company, INFLUENCE SWITZERLAND provides the following contact details: i) for communications by postal mail: Influence Switzerland, chemin Louis-Hubert 2, 1213 Petit-Lancy, Switzerland; ii) for communications by email: brands@influence-switzerland.ch

16. INTERPRETATION AND DEFINITIONS

16.1 In the CGCI and the CGCE:

1. Words indicating gender also include all other genders;
2. The singular includes the plural and vice versa;
3. A term derived from another corresponds to a defined meaning;
4. Any reference to an individual includes their personal representatives, assigns, successors and approved assigns;
5. The monetary amounts are expressed mainly in euros, or exceptionally in foreign currencies.

16.2 The following terms have the meanings indicated respectively in the CGCI and the CGCE:

1. “Company Account” means the registration account for the INFLUENCE SWITZERLAND platform created and used by the Company;
2. “Influencer Account” means the registration account for the INFLUENCE SWITZERLAND platform created and used by the Influencer;
3. “Media agency” means any person carrying out an activity related to social networks and/or social media;
4. “INFLUENCE SWITZERLAND Application” means the mobile application through which the Influencer accesses the use of the INFLUENCE SWITZERLAND platform, available for download on the ITunes Store and on Google Play;
5. “Company” means each person, entity or agency that uses the INFLUENCE SWITZERLAND platform to create an advertising campaign;
6. “Campaign Budget” indicates the amount of money that the company devotes to carrying out the Advertising Campaign;
7. “Advertising Campaign” means the Advertising Campaign ordered by the company from the Influencer via the INFLUENCE SWITZERLAND Platform;
8. “Campaign Builder” means the desktop platform that the company uses to create an advertising campaign on the INFLUENCE SWITZERLAND platform and which is available on www.app.INFLUENCE SWITZERLAND.io;
9. “Influence Channels” means an Influencer’s social networks and/or social media, such as and not limited to: Twitter, Facebook, Instagram, TikTok or LinkedIn;
10. “CGCE” designates the General Conditions of Business Contract;
11. “CGCI” designates the General Conditions of Influencer Contract;
12. “Content commission” indicates the consideration or remuneration recognized by the company to the influencer following the approval of the Content and its publication;
13. “Community Influencer” indicates the following of an Influencer on the social networks belonging to him;
14. “Content Right” designates the procedure provided by the INFLUENCE SWITZERLAND platform by which the Influencer sells to the company the rights to the Content subject to the approval procedure;
15. “Intellectual Property Rights” means all present or future intellectual property rights of any nature exercisable anywhere in the world, including, without limitation, rights relating to or relating to copyright, inventions (including patents), commercial companies, service companies, trade names, domain names, design, any rights related to the topography of silicon chips, confidential information, know-how and the like, industrial and commercial intellectual property rights, whether or not registered or filed, including the right to request registration of these rights;
16. “Elements of the INFLUENCE SWITZERLAND Platform” means all rights, title and interest in all companies, logos, images, buttons, codes, layouts, texts, content, exclusive products and services belonging to INFLUENCE SWITZERLAND, and present on the INFLUENCE SWITZERLAND platform;
17. “INFLUENCE SWITZERLAND” designates the brand INFLUENCE SWITZERLAND represented by the company BB Switzerland Sàrl registered in the register of companies and the Geneva Commercial Court, at the following number CHE -151.468.130, and whose head office is located at Chemin Louis-Hubert 2, 1213 Petit-Lancy;
18. “Influencer Identity” indicates the name, likeness, business, character and online profile of the Influencer;
19. “Influencer” means an influential person on social media who registers on the INFLUENCE SWITZERLAND platform to create content and receive compensation from companies through it;
20. “INFLUENCE SWITZERLAND Platform” means the INFLUENCE SWITZERLAND mobile applications, the Campaign Builder and any other functionality and/or website belonging to and/or associated with INFLUENCE SWITZERLAND;
21. “Content” means any content for social media and/or social networks created by an Influencer, which is to be shared with the Influencer’s Community via their own social networks;
22. “Linked Sites” means websites accessible through certain features of the INFLUENCE SWITZERLAND platform;
23. “Social Connection” means social media and/or social networks accessible via certain features of the INFLUENCE SWITZERLAND platform;
24. “Portfolio” means the functionality of the INFLUENCE SWITZERLAND platform by which the company allocates a certain budget to a given activity.

 

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