Dartory Terms and Conditions
Last Updated: September 11, 2017
Welcome to Binatir Limited
These Terms govern your rights and obligations (whether as a guest or a registered user) regarding the access and/or use of Dartory' website, mobile application or any Internet service (including any associated software supplied by Dartory) (collectively referred to as "Platform") under Dartory's control or ownership. These Terms constitute a legally binding agreement between Binatir Limited (including all its subsidiaries, related and/or associated companies) (these entities are collectively referred to as "Dartory", "we", "us" or "our"), the proprietor of all rights in and to the Platform and/or Service, and you, the user of the Platform and/or Service.
1. Definitions and Interpretation
1.1 In these terms and conditions, the following definitions and rules of interpretation apply unless otherwise defined or the context requires otherwise:
"App" shall mean Dartory, the software provided by Binatir Limited, supplied by us and downloaded and installed by you on your mobile device through which you may obtain the Services.
"Brands" shall mean a company/brand who has signed up to our services, can purchase a marketing package.
"Dartory lists" shall mean a user who has signed up to our services, passed the basic requirements set forth by Dartory to prove his or her ability to provide services to Dartory’s clients and generate content for Dartory’s clients.
"Hong Kong" shall mean Hong Kong Special Administrative Region of the People's Republic of China.
1.2 Headings are for convenience only and do not affect interpretation. The singular includes the plural and the masculine shall include the feminine and neuter and vice versa.
1.3 A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
2. License of App
2.1 Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable licence to download and install one copy of the App on your mobile device and to run such copy of the App solely for your own personal use.
2.2 Your use of Dartory grants you no rights in relation to our intellectual property rights (including, without limitation, copyright, trade marks, logos, graphics, photographs, animations, videos and text or rights in and to the App and applications) or the intellectual property of our retail or advertising partners, other than the non-transferable, personal right to use and receive the Services in accordance with these Terms.
2.3 You must not
- license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the App in any way;
- modify or make derivative works based upon the Services or App;
- create Internet "links" to the Services or "frame" or "mirror" any App on any other server or wireless or Internet-based device;
- reverse engineer or access the App in order to
launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or Appremove any copyright, trademark or other proprietary notices from any portion of the Servicesattempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
- design or build a competitive product or service,
- design or build a product using similar ideas, features, functions or graphics of the Services or App, or
- copy any ideas, features, functions or graphics of the Services or App, or
Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you agree to be bound by these Terms.
- Dartory is for Dartorylists - -Micro-Influencers, storytellers, opinion formers and tastemakers - not celebrities. You may not recognize them but their followers do. It can be more powerful to have one hundred Dartorylists with a thousand followers, than one Dartorylist with a hundred-thousand followers - so be open.
- Dartorylists invest a lot of time into creating post submissions for you. Responding to each one quickly will prevent Dartorylists from having a negative experience with your brand.
- Resist the urge to micro-manage. Everything from bad grammar to shaky footage makes up a unique dialect a Dartorylist has crafted with their audience over thousands of posts. If you change the language, you’ll change the Dartorylists anticipated response.
- If you wouldn't recommend the brand for free - don't recommend it for money. Dartory is for discovers who love sharing cool stuff, and brands they are passionate about.
- Dartory is a platform and different countries have different rules about disclosure so be safe and be transparent. Add #spon #ambassador #brandambassador, #ad or similar in your description tags so that your followers can identify a sponsored post.
- Post must stay on the top of your feed for minimum 5 hours and on your platform for 21 days. Dartory will automatically check your post remains live and exactly as it was when approved by the Brand before paying you commissions.
- We invite and approve Dartorylists who’ve organically grown their audience. If we find you’re misrepresenting the organic nature and size of your audience we will delete your account.
- If you’re seen to be recommending competing brands in quick succession or over-populating your feed with sponsored posts, you’ll lose credibility with Brands and your followers. Stay cool, stay on brand and play nice.
4.1 At Dartory we believe that consumers always come first with sponsored posts. Therefore both Brands and Dartorylists need to ensure that no campaign or post is false or misleading.
4.2 Dartory mandates that users comply with the Trade Descriptions Ordinance, Chapter 362, Laws of Hong Kong and all applicable laws and regulations, including but not limited to the Trade Descriptions Ordinance.
5. Term and Termination
This Agreement will remain in full force and effect while you use the Service and/or have a registered account with Dartory. The Company may terminate or suspend your account at any time without notice if the Company believes that you have breached this Agreement, or for any other reason, with or without cause, in its sole discretion. Upon such termination or suspension, you will not be entitled to any refund of unused fees for in app purchases. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account. After your account is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
6. Your Responsibility
6.1 You are responsible for your use of the Services, for any Content you post to the Services, and for any consequences thereof. Most Content you submit, post, or display through the Service will be able to be viewed by other users and others that you may share it with. You should only provide Content that you are comfortable sharing with others under these Terms.
6.2 You may use the Services only if you can form a binding contract with Dartory and are not a person barred from receiving services under the laws of Hong Kong or other applicable jurisdiction. You agree that you are at least 16 years old. If you are accepting these Terms and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
6.3 The Services that Dartory provides are always evolving and the form and nature of the Services that Dartory provides may change from time to time without prior notice to you. In addition, Dartory may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.
7.1 Participating Brands create and launch campaign invites ("Campaigns") which are displayed in the Dartory mobile application. Dartorylists who have downloaded the Dartory mobile application have the opportunity to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network.
7.2 All Campaigns accepted by the Dartorylists must comply with the requirements set forth by the Brand (herein referred to as the "Requirements") in the Campaign. Each Campaign listing should contain a complete and final description of the requirements.
7.3 Unless the Campaign is for a Cause or Charity (in which case the Dartorylist can ‘donate’ a post) the Dartorylist’s create content in accordance with the Campaign requirements and Dartory will be providing the corresponding reward as depicted specifically at each Campaign.
8. Terms for Dartorylists
Any person over the age of 15 years may register for an Account, but in order to receive an invite, have submissions to Campaigns approved, and earn compensation via the Dartory Marketplace, Dartorylists must meet the following minimum standards:
- At least 500 real followers on the Dartorylists’ Channels relevant to the channels required by the Brand; and
- If you do not meet the minimum standard in conditions set forth above, you may not be able to participate in Campaigns or access the full functionality of the Application.
- To register an Dartorylist Account, Dartorylist must download the Application and sign in to the Application with their Facebook and/or Instagram accounts in the manner required.
- Once a Post has been approved by a Brand, you are required to publish the Post to your relevant Channel through the Dartory platform in the manner required within 24 hours of the Post being approved (unless the date and time of the post has been specifically requested by the Brand in which case you must publish the post at that time or within a maximum of 15 mins either side of the specified time).
- You will not have an opportunity to edit a submission after a Brand has approved the Post. You agree you are solely responsible for the publication of Posts. Dartory merely provides a service allowing Brands to approve Posts before publication, but the publishing of Posts remains your responsibility.
- Before receiving any Payments, you will be asked to provide financial details including your nominated bank account, Payoneer or PayPal account details.
- You acknowledge and agree that the relevant Brand, not Dartory, will be solely liable for Payment of the applicable Post Fee for the approved Post. Dartory merely facilitates such Payment on behalf of the Brand and, while Dartory may remit payment to the Dartorylist directly to the account details provided by Dartorylist, under no circumstances does Dartory accept liability for Payment of the Post Fee. You agree that you will not pursue any actions, legal or otherwise, against Dartory for any non-payment, and that this provision constitutes a bar to any such proceedings.
- Posts which do not comply with this condition may be removed from Dartory at Dartory’s absolute discretion.
- Dartorylists must clearly disclose in sponsored Posts their relationship with the Brand. Dartory requires that you make such disclosures in such a way so that it is clear to the ordinary consumer viewing your Channels that there is a commercial relationship between you and the Brand. This may be achieved through the use of hashtags such as #sponsored, #spon, #advertisement or #ad or through other means suitable to your particular circumstances, Community and Channels.
- Dartory reserves the right, but is in no way obliged, to review and monitor the disclosure practices of all Dartorylists in relation to particular Post or your Channels generally and to require greater levels of disclosure (at Dartory’s sole discretion) in particular Posts or across your Channels generally or, if you do not agree to the required levels of disclosure, to remove you from the Dartory Platform.
- Dartory and the relevant Dartorylist and Brand acknowledge and agree that any necessary public relations announcements regarding the removal or modification of a Post, as the case may be, will be agreed by Dartory and the relevant Dartorylist and Brand before publication.
- In consideration of Payment of the Post Fee, the Dartorylist agrees to grant in respect of each and every Post: to Dartory (and its agents) the right to edit and reformat the Post into such formats or versions for use by Dartory in such media as Dartory requires in accordance with this clause; to Dartory (and its agents): a royalty-free, perpetual, worldwide, irrevocable, unconditional, non-exclusive, transferable licence to use the Post for the purpose of marketing and promoting Dartory (and its products and services) in any manner, without further notification to or consent of the Dartorylist or any further compensation payable to the Dartorylist; the right to use the Dartorylist’s Identity and performances in the Post and to communicate the Post to the public in all languages, in all media including but not limited to: all online paid media (including but not limited to digital banners); in all online owned media (including but not limited to the website of Dartory and internal communications of Dartory); in all social media (including but not limited to the social media channels of Dartory); and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media); to the relevant Brand (and its agents): the right to share, comment upon and re-post the relevant Post in the social media channel upon which the Post was published, for a period of twenty-one (21) days expiring at 11:59pm on the twenty-one day after the Post was first published; and the right to use the Dartorylist’s Identity and performances in the Post and to communicate the post to the public in accordance with conditions above and in any earned media or public relations activity published by a third party (including but not limited to print, digital and/or social media).
- You acknowledge and agree that the relevant Brand will not be required to remove from its social media channels any Post or any comment, share or re-post of a Post after the post has been shared.
- As a Dartorylist , you will at all times perform your obligations and provide Posts to Dartory and the Brand as an independent contractor and not in the capacity of an employee, partner or agent or in any other capacity. You agree that neither Dartory nor the Brand will be obliged to pay to you or recover from you any amount as a result of you being deemed to be an employee of either Dartory or the Brand, including in respect of annual leave, superannuation, withholding tax, income tax, workers compensation contributions or any similar payments or deductions.
- You acknowledge that Dartory has not made any warranties in respect of the success of a Post or that a Post will be approved by a Brand or in respect of your business or commercial performance or otherwise. You agree that you (and your agents) will not negotiate terms or payment from Brands outside the Dartory Platform. Any attempt to circumvent the Dartory Marketplace will result in the removal of you from the Dartory Platform in Dartory’s sole discretion.
- You acknowledge that Dartory has the right to request for additional information from you, including but not limited to your legal full name, HKID, address etc, for the compliance of any legal, labor and taxation ordinance set forth by the Hong Kong government. It is your responsibility to provide such information upon request; and in the case that Dartory is not able to receive the appropriate information upon request, you acknowledge Dartory has fulfilled its fiduciary and legal duty and it is your sole-responsibility to fulfil any legal requirements set forth by the Hong Kong government.
9. Terms for Brands
To start a campaign, you must contact our Business Development staff and describe the details of the campaign.
- Dartory may, at its sole discretion, implement a minimum spend for Brand Accounts. You will be notified in writing of any such minimum spend and the minimum spend will only apply to Campaigns launched after you have been notified in writing.
- You must pay all charges as advised by Dartory in writing. Payment must be made by cheque or bank transfer to Dartory. Dartory reserves the right to charge an admin surcharge in case of any changes made to the Campaign brief. If a surcharge is applicable you will be notified in writing by email.
- Brands and Media Agencies may request that Dartory issue an invoice for fees and charges expected to be incurred by the Brand or Media Agency during the course of a Campaign (“Invoice”), prior to the commencement of the Campaign. Dartory reserves the right to refuse any Invoice request in its sole discretion.
- Where no terms of payment are stated on an Invoice or otherwise agreed with Dartory in writing, the following standard payment terms apply: 30 days from end date of the campaign for approved Brands
- Media Agencies using the Dartory Platform acknowledge and agree Dartory is a cost of good and is non-commissionable. No agency rebates will be given.
- You agree that you will not negotiate terms or payment to Dartorylists outside the Dartory Platform. Any attempt to circumvent the Dartory Platform may result in the removal of the Brand from the Dartory Platform in Dartory’s sole discretion.
- You must not attempt to instruct, coerce or manipulate Dartorylist to hide the commercial relationship between you and the Dartorylist. Such attempts may result in Brand being immediately removed from the Dartory Platform.
- Brand agrees that Dartory is not responsible for any aspect of the Brand’s Content to be reviewed, shared, sponsored or advertised by Dartorylists. Brand acknowledges and agrees that Dartory is not responsible or liable for the content of any Post.
- Brand acknowledges that Dartorylists are independent third parties and not directly controlled by Dartory. As a consequence, any Posts will inherently risk negative or unflattering comments about Brand’s content, products or services. Brand specifically acknowledges and agrees that Dartory has no control over any Post that may be published and that Brand is solely responsible (and assumes all liability and risk) for determining whether such Post are acceptable and appropriate to the Brand.
- You acknowledge that Dartory has not made any warranties in respect of the success of any Campaign in respect of your business or commercial performance or otherwise of any Post, Campaign, Channel or other media, marketing communications channel, marketing or advertising campaign, promotion or advertisement.
10. Approvals Relating to Payment to the Dartorylist
Final approval and payment to the Dartorylist will occur if the post is active 10 days after the end date of the campaign and remains unaltered from the original approved submission. Dartory will automatically check for active posts and make payments to the Dartorylist on behalf of the Brand.
If Dartory fails to locate required the required elements, images, tags, location description, required destination links, time of post and disclosure, no payment will be made to the Dartorylist.
12. Log-in and Passwords
12.1 You agree that you shall take all steps necessary to protect your login details (username and password) for the Service and keep them secret. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You agree that you shall not give your login details to anyone else or allow anyone else to use your login details or account.
12.2 If you fail to keep your login details secret, or if you share your login details or account with someone else (whether intentionally or unintentionally), you accept full responsibility for the consequences of this (including any unauthorized purchases or sales) and agree to fully compensate us for any losses or harm that may result.
12.3 We will not be responsible to you for any loss that you suffer as a result of an unauthorized person accessing your account and using our Services and we accept no responsibility for any losses or harm resulting from its unauthorized use, whether fraudulently or otherwise.
13. Content on the Services
All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not be able to monitor or control every piece of Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We cannot and do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Dartory be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof. Dartory will not be responsible or liable for any use of your Content in accordance with these Terms. You represent and warrant that you have all the intellectual and property rights, power and authority necessary to grant the rights granted herein to any Content that you submit.
14. Your Rights
You retain your rights to any Content you submit, post or display on or through the Services. By submitting, posting or displaying Content on or through the Services, you grant Dartory a worldwide, non-exclusive, royalty-free license to use, process, transmit, and distribute such Content in association with the marketing and promotion of the Dartory Services. We will never license or sublicense your work without your express permission.
15. Your License To Use the Services
Dartory gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Dartory as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Dartory, in the manner permitted by these Terms.
16. Disclaimer and Exclusion of Liability
You acknowledge that:
16.1 - In accessing the Services, you have relied on your own skill and judgment in the use in determining its sufficiency for the use and results which you intend.
16.2 - No promise, representation or warranty has been made by Dartory in respect of the profitability, benefits or any other consequence in the use of the Site, or in respect of the suitability of the Site to the operations, business or needs of.
16.3 - The Services are provided "as is," and Dartory hereby expressly disclaims any and all warranties of any kind or nature, whether express, implied, or statutory. Dartory does not warrant or represent that the Site will be free from bugs or that the use of Site will be uninterrupted or error free, and Dartory does not make any other representations regarding the use, or the results of use, of the Site in terms of accuracy, reliability, or otherwise.
16.4 - Dartory shall not be liable for any loss of use or goodwill, interruption of business, loss or inaccuracy of business information or data, lost profits, cost of procurement of substitute services, or any indirect, special, incidental, exemplary, or consequential damages of any kind regardless of the form of action, whether in contract, tort (including negligence), strict product liability, or otherwise, even if it has been advised of the possibility of such damages.
16.5 In no event shall Dartory, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees be liable to any User of the Site or any other person or entity for any direct, indirect, special, incidental, punitive, consequential or exemplary damages (including, but not limited to, damages for loss of profits, loss of data, or loss of use) arising out of the use or inability to use the Site or any information or images contained thereon or stored or maintained by Dartory , whether based on warranty, contract, tort, or otherwise, even if Dartory has been advised of or should have known of the possibility of such damages or losses.
16.6 - In no event shall the total liability of Dartory, its agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, for all damages, losses, and causes of action resulting from User’s use of the Site, whether in contract, tort (including, but not limited to negligence) or otherwise, exceed the amount paid to Dartory for the applicable license. Without limiting the foregoing, in no event shall Dartory, its divisions, agents, successors, subsidiaries, affiliates or assigns, and each of their respective officers, directors, employees, have any liability for any damages or losses arising out of or otherwise incurred in connection with the loss of any image or data or information contained in a User Account or otherwise stored by or on behalf of Dartory.
17. Governing law and jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Hong Kong. Both you and us agree to submit to the exclusive jurisdiction of the courts of Hong Kong as regards any dispute or matter arising under these Terms.