Terms and Conditions of Use
of Ganax for Influencers
Terms and Conditions of Use of Ganax for Influencers (“Influencer Terms” or “Agreement”)
These Influencers Terms govern your access to and use of applications, websites, content, products and services (the “Platform”) provided by Iniciativas de Éxito, S.A. de C.V. a corporation organized under the laws of Mexico with a registered office at Antonio Dovali Jaime Numero 70, Torre A, Piso 2, Colonia Santa Fe, C.P.01210, Delegación Álvaro Obregón, Ciudad de México, México, doing business as Ganax® (“Ganax”, “we”, “us” or “our”), related to the Influencer´s participation in a Campaign.
These Terms are accepted by the Influencer/user/account when creating their account for the Platform (the “Effective Date”).
In addition to, and without limiting any of the foregoing, these Influencer Terms shall govern your participation in the Campaigns presented by Ganax, as the request of a Brand, via the Platform and through which Influencers are eligible to possibly receive payments as determined by us from time to time, in connection with content and/or services provided by the Influencer through the Platform in connection with a Campaign, or as otherwise determined by Ganax in its sole and absolute discretion.
These Influencer Terms and applicable and specific Brand Briefs are in addition to any other terms, policies and guidelines that you have agreed to adhere to while using the Platform, including, without limitation, our General Terms of Service and Privacy Policy (collectively, the “Supplemental Terms”).
In the event of any conflict and/or inconsistency between the provisions of these Influencers Terms and a Campaign, these Influencer Terms shall prevail.
Defined Terms
Capitalized terms have the meaning given in these Influencer Terms or any other applicable Supplemental Terms, unless otherwise defined within these Influencer Terms:
“Brand” means the person or entity who creates a branded company profile in order to request that Ganax, as an intermediary for the Brand, invite Influencers to participate in a Campaign through the Platform.
“Brand Brief”, means the specific requirements, terms, conditions, do's and don't's, limits and/or guidelines applicable to a specific Campaign and any Campaign Content delivered thereunder, determined solely by the Brand.
"Campaign" means the set of organized actions requested by the Brand, through the Platform, for the positioning of its products and services, in which the Influencer may individually collaborate and participate. These include any task, project, content, or assignment, terms, requirements, key performance indicators, or any other criteria related to such actions, which Ganax, at the request of a Brand, proposes to Influencers through the Platform;
“Campaign Content” means any content (visual, audio, text or otherwise) that Campaigns require you to provide (including but not limited to creating personalized content) for a Campaign and that complies with these Influencer Terms, the Brand Brief.
“Campaign Success Metrics” means the Campaign Content performance indicators, metrics and requirements including, without limitation, user engagement targets for the Campaign Content you provide (such as receiving a stipulated number of follows or views) in order to be eligible to receive payments under any such Campaign.
“Influencer” (or “you,” or “your”) in these Influencer Terms, Ganax users who, by creating an account with Ganax, seek to participate in a Campaign by providing content and, at the sole discretion of Ganax, have met certain specified criteria, or requirements listed in each Brand Brief in addition to any other requirements that may be included in these Influencer Terms. Ganax has the sole and absolute discretion to modify Influencer eligibility requirements or any other criteria related to the Campaign and will be permitted to do so at any time; you should check the latest eligibility requirements that apply to each Campaign and applicable Brand Brief prior to each engagement and participation in a Campaign.
Account Creation and Security
To access or use certain features of the Ganax Platform, you must create an account with accurate and current information. You are responsible for ensuring that all information you provide during registration is complete and up-to-date. Any changes to your information must be promptly updated to ensure its accuracy and completeness.
You may have the option to log in to your account using third-party services such as TikTok, Instagram, or other login providers (“Third-Party Login Providers”). When you use a Third-Party Login Provider, you grant Ganax access to specific information from that provider’s account, including but not limited to, your email address and public profile details. Your use of such services is subject to both the terms of the Third-Party Login Provider and these Influencer Terms. Ganax is not responsible for any issues, including security breaches or unauthorized access, resulting from your use of Third-Party Login Providers. It is your responsibility to manage your Third-Party Login credentials and ensure the security of your account.
You must keep your account credentials, including your password, confidential and not disclose them to any third party. If you suspect or are aware of any unauthorized access to your account or know that your password has been compromised, you must notify us immediately at admin@ganax.com. Ganax will not be liable for any loss or damage arising from unauthorized access to your account due to your failure to maintain the confidentiality of your credentials.
You are solely responsible for all activities that occur under your account. If we believe your account is being used in violation of these Influencer Terms, in a manner that could harm the Platform or infringe upon the rights of third parties, we reserve the right to disable your account without prior notice.
Should you decide to terminate your use of the Platform and delete your account, please contact us at admin@ganax.com. We will assist you through the process. Please note that once your account is deleted, it cannot be reactivated, and all content or information associated with the account will be permanently lost.
Influencer Eligibility
To be eligible as an Influencer, you must (i) have reached the age of majority under the laws of your jurisdiction, (ii) maintain a registered Ganax account in good standing, (iii) undergo and finish all required courses and training provided by Ganax ® (the “Influencer Training”) and (iii) be in compliance with our General Terms of Service, any other Supplemental Terms, and all applicable laws.
Specific Campaigns and Brand Briefs may have additional eligibility requirements. For example, living in a certain country or having a certain minimum number of followers. In certain instances, we may require you to complete an application, complete additional Influencer Training or provide additional information in order to participate in any such Campaign.
Ganax may approve, deny, suspend, or terminate your participation in any or all Campaigns at any time in its sole and absolute discretion, including if you: fail to meet and/or maintain the applicable eligibility requirements; violate these Influencer Terms, any specific Brand Brief or criteria, or our General Terms of Service; or engage in any conduct on or off the Platform that may jeopardize the safety of our community or integrity of the Platform, or interfere with the overall positive experience of our community or the Platform.
You confirm and agree that all information you submit to Ganax in connection with a Campaign is up-to-date, accurate, authentic and complete, and you agree to notify us promptly of any changes to the information you have provided to us.
Nature of relationship between Ganax and the Influencers
You agree and acknowledge that you and Ganax are, and will remain at all times independent contractors limited to Ganax’s role as an intermediary between you and the Brands.
Nothing in these Influencer Terms and/or the applicable Campaign will be construed to create an employment, labor, agency, partnership, joint venture, fiduciary, representative, or any other relationship between you and Ganax or any third party.
For the avoidance of doubt, neither Ganax nor any of its affiliates is acting as your agent in collecting any payments from any person (including, but not limited to, payments from the Brands or from any user of the Platform) or in any other fiduciary role for you in respect of any payment carried out pursuant to these Influencer Terms and the applicable Brand Brief.
You acknowledge and understand that you are not an employee of Ganax and shall not be entitled to (and hereby waive to the maximum extent allowed by law) any benefits provided or rights guaranteed by Ganax, or by operation of law, to its employees. This includes, but is not limited to, group insurance, liability insurance, disability insurance, vacation, leave, retirement plans, or unemployment insurance.
You will not represent yourself to be a Ganax employee, representative, or agent. Additionally, you acknowledge and understand that you do not have any authority to bind Ganax in any manner or form, or enter into any agreement or incur any liability on behalf of Ganax.
Campaigns
As part of the sale, promotion and marketing of their goods, services or products, Brands are interested in collaborating with Influencers, through Ganax, in the planning of Campaigns that may be executed by Influncers.
Ganax, via its Platform, allows Brands to plan different Campaigns for their goods, services or products; and Ganax enables the Brands to acquire insights and other information related to the Campaigns.
The Influencer may apply to any Campaign and, if selected by Ganax, in accordance with the applicable Brand Brief established from time to time and the eligibility requirements contemplated under Section 3 of these Influencer Terms established, from time to time, by the Brand and Ganax, such eligible Influencer will be contacted by Ganax to coordinate the submission of Campaign Content in accordance with the terms of Section 6 of these Influencer Terms.
A single Influencer can apply to various Campaigns at the same time, but the selection process will depend on the Brand Brief and other criteria set by the Brands and Ganax for each Campaign. Therefore, the Influencers agree and acknowledge that they may not be selected for some or all of the Campaigns they applied for and that any non-selection does not entitle them to any compensation and/or claim against Ganax or the Brands
Each Campaign is different, so the Influencer must renew their registration and application for each one and comply with the requirements contemplated under Section 3. This means that registration as an Influencer and applying or being selected for one Campaign does not imply registration, application, or selection for other ongoing Campaigns.
After the Campaign Content is verified by the Ganax Tools in accordance with Section 6 below, the Influencer may post and/or upload the Campaign Content through (i) the Influencer’s social media accounts identified in the Brand Brief or (ii) the Influencer’s social media accounts that comply with the Brand Brief (the “Specified Influencer Social Media Accounts”).The quantity and regularity of their posts will be at the discretion of the Influencer, according to their own interests, in the ways they deem best, and always respecting the criteria and guidelines set by the applicable Brand in the Brand Brief.
Campaign Content, use and related rights
After creating the Campaign Content, the Influencer is required to submit the Campaign Content through Ganax’s verification tools embedded in the Platform (the “Ganax Tools”) for the limited and specific purpose of enabling Ganax, following the Brand’s instructions, to assess whether the Campaign Content complies solely with (i) applicable production values established in the Brand Brief, (ii) the ‘do’s and don’ts’ outlined in the Brand Brief and (iii) the applicable call to action, unique selling proposition, reason to believe and price value as determined in the Brand Brief.
Once the Campaign Content has been verified using the Ganax Tools, in accordance with the preceding paragraph, the Influencer agrees not to alter, modify, or otherwise change the verified Campaign Content in any manner.
THE GANAX TOOLS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, GANAX DISCLAIMS AND EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WITH RESPECT TO THE FUNCTIONALITY, ACCURACY, OR COMPLETENESS OF THE GANAX TOOLS.
Notwithstanding the foregoing, or anything herein to the contrary, the Influencer acknowledges and agrees that the Ganax Tools are not designed, nor should they be used or relied upon, by the Influencer to evaluate compliance of any Campaign Content with these Influencer Terms and/or applicable law.
Notwithstanding anything to the contrary in this Agreement, you agree and acknowledge that all Campaign Content must comply with: (a) these Influencer Terms; (b) all applicable Brand Brief or other requirements established by Ganax or the Brand; (c) any other policies or guidelines of Ganax or the Brand; and (d) any policies, terms of service, or guidelines of the Specified Influencer Social Media Accounts, sites, social networks, or any other third-party social apps or sites where the Campaign Content is posted, uploaded, or published by the Influencer.
Accordingly, you agree and acknowledge that you are solely responsible for ensuring that the Campaign Content complies with these Influencer Terms, applicable law, and all other relevant policies or guidelines, and that you shall be solely liable for any failure to do so.
Ganax may cancel your Influencer status and/or Ganax account if the publication or posting of any such Campaign Content is considered by Ganax, in its sole discretion, to (a) damage Ganax's image and/or reputation, (b) cause any harm to the Brands (including their reputation or image) promoting their products or services through the Platform and the applicable Campaigns, (c) violate these Influencer Terms, (d) violate applicable law, (e) violate any specific Brand Brief or other requirements established by Ganax or the Brand, or any other policies/guidelines of Ganax or the Brand, and/or (f) violate any other policies, terms or service or guidelines of the sites, social networks or any other third party social apps or site in which the Campaign Content is posted, uploaded or published by the Influencer
All publications, uploads or posting of any such Campaign Content shall indicate that such Campaign Content is part of a promotional campaign as required under applicable law.
Failure to comply with these Influencer Terms will entitle Ganax cancel your Influencer status and/or Ganax account and/or require the Influencer to remove or correct the Campaign Content generated and published on personal social networks or third-party sites.
The Campaign Content that must be provided by you in relation to your involvement in a Campaign, after being selected to participate in such Campaign, must comply with any Brand Brief or other requirements as determined by the Brand and Ganax in their sole discretion. Without limiting, and in addition to the foregoing, you agree and acknowledge that only Campaign Content that achieves the Campaign Success Metrics, shall entitle the applicable Influencer to receive any payments under any such Campaign.
Your eligibility to receive the payments under Section 7 below will also be subject to and conditional on your acknowledgement and agreement that all Campaign Content you provide will comply with (a) these Influencer Terms, (b) any specific Brand Brief or other requirements established by Ganax or the Brand, (c) any other policies/guidelines of Ganax or the Brand, (c) the Campaign Success Metrics (d) any other policies, terms or service or guidelines of Specified Influencer Social Media Accounts, the sites, social networks or any other third party social apps or site in which the Campaign Content is posted, uploaded or published by the Influencer, and (e) with all other applicable law and legal requirements, including, without limitation, those applicable to tax and fiscal matters.
You confirm and agree that you (a) own and have all rights to the Campaign Content (including all image rights, related rights, and/or any other intellectual and industrial property rights related to the Campaign Content) and (b) you have the right to grant the relevant and applicable licenses (and/or sublicenses, as applicable) to us and the Brand. Additionally, you confirm and agree that the Campaign Content and the granting of licenses (and/or sublicenses, as applicable) do not and will not infringe or violate the rights of any person or third party.
You acknowledge that any of the persons or entities that own, manage or operate the Specified Influencer Social Media Accounts, sites, social networks or any other third party social apps or site in which the Campaign Content is posted, uploaded or published by the Influencer, have the right to remove any Campaign Content that contains unauthorized uses of music or any other copyrightable elements, trademarks or any other intellectual property.
You hereby irrevocably grant to Ganax and its affiliates, as well as the Brands, a worldwide, non-exclusive, royalty-free, sublicensable, perpetual or for the maximum time permitted by applicable laws, irrevocable right to use, reproduce, distribute, display, perform, share, and create derivative works of the Campaign Content for the limited purpose of using said Campaign Content in the professional portfolio, for client promotion by Ganax, and to promote your participation in the Campaign Content on the Platform (“Campaign Content License”).
In addition to the Campaign Content, when you create specific-targeted content for the benefit of a specific Brand and its products or services (the Targeted Brand Campaign Content”) you hereby irrevocably further grant to such Brand and to Ganax and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable, perpetual or for the maximum time permitted by applicable laws, irrevocable license to use, reproduce, distribute, display, perform, share and create derivative works of such personalized Targeted Brand Campaign Content, and further agree that you will not grant any license to the Targeted Brand Campaign Content to any other individual, person or entity.
You specifically grant Ganax and its affiliates permission to use your name, social media account handles, image, voice, and likeness in connection with the Campaign Content and Campaign Content License, for the limited purpose of using said Campaign Content in Ganax´s professional portfolio, for Ganax client promotion, and to promote your participation in the Campaign Content on the Platform.
Payments
Influencers who (a) comply the applicable terms and conditions as such terms are contemplated in these Influencer Terms and (b) with the conditions set forth below will be eligible to Payable Fees (as defined below), as specified in the applicable Campaigns for which you have been selected in place at the time you provide the Campaign Content, as full consideration for the Campaign Content and licenses granted under these Influencer Terms. Ganax reserves the right to determine and/or change the payments, rewards or other benefits available under the Campaigns at any time with reasonable prior notice to you in its sole and absolute discretion; please check the latest payments available under each applicable Campaign prior to you participation in and engagement with any such Campaign.
You are solely responsible for any and all fees, commissions, or payments due to any third party arising from your receipt of payments, rewards or other benefits resulting from your participation in any relevant Campaign, including under any collaboration or agency agreement that you enter into related to your provision of services under that agreement or the Campaign Content.
Conditions for being eligible to receive payments:
You are required to comply at all times with these Influencer Terms, any applicable Brand Brief or other requirements, the General Terms of Service, any other policies/guidelines of Ganax or the Brand, any other policies, terms or service or guidelines of the Specified Influencer Social Media Accounts, sites, social networks or any other third party social apps or site in which the Campaign Content is posted, uploaded or published by the Influencer, and to refrain from participating or engaging in any conduct that could jeopardize the safety of our community or integrity of the Platform, or interferes with the overall positive experience of our community or the Platform.
You are required to comply with all applicable laws in connection with your use of the Platform, your participation in any relevant Campaign, and your receipt of payments, rewards or other benefits under these Influencer Terms.
To receive payments under these Influencer Terms and any relevant Campaign, you must provide and/or link at least one (1) valid, supported digital payment account registered in your full legal name, or (2) one standard bank account registered to your full legal name (either one a “Payment Account”). You must also maintain the Payment Account in good standing and complete all onboarding requirements truthfully and completely (including without limitation any, know your customer requirements under applicable law). You are responsible for maintaining the status of your Payment Account. Ganax is not liable for any delays, failures, or inability to transfer payments to your Payment Account due to reasons beyond Ganax's reasonable control, including technical or operational limitations of the Payment Account provider. Additionally, Ganax is not responsible for any fees or charges associated with the use or operation of your Payment Account.
Before you can receive payments from any relevant Campaign, you must complete all applicable onboarding requirements. This may include, without limitation, providing Ganax with government identification and tax reporting documentation and the issuance of the applicable invoice that must comply with all applicable fiscal and tax laws and regulations. You confirm and agree that all information and documentation you provide as part of our payment onboarding requirements are associated with you and are up-to-date, accurate, authentic, and complete.
To receive payments, all Campaign Content submitted by and Influencer must meet and achieve the applicable Campaign Success Metrics.
If you fail to meet or comply in full with any of the conditions above, or any other terms and conditions set forth in these Influencer Terms you will not be entitled to receive any Payable Fees, and Ganax will have the right to recover all payments paid out to you under these Influencer Terms and any relevant Campaign.
All payments of Payable Fees to the Influencer are contingent upon Ganax’s receipt of the corresponding payments from the Brand. If Ganax does not receive payment from the Brand for the Campaign, you will not be entitled to receive the corresponding Payable Fees.
Payout Process and Taxes
Payments, rewards, or other benefits accrued under these Influencer Terms and any relevant Campaign will be calculated in the calendar month following the date you provided the relevant Campaign Content or when the payments were earned, and the Campaign Content met the applicable Campaign Success Metrics, or as specified in the applicable Campaign or Brand Brief. Once calculated (which may vary by Campaign), these payments will become payable to you under that Campaign, provided that all conditions under these Influencer Terms are satisfied, the Campaign Success Metrics are met, you comply with all applicable laws, and Ganax has received the corresponding payment from the Brand (“Payable Fees”). You will receive a notification in your account on the Platform once Payable Fees are confirmed and available for payment.
In addition to, and without limiting the foregoing, subject to your compliance with these Influencer Terms and the specific requirements of the relevant Campaign (including the Brand Brief and the Campaign Success Metrics), Ganax offers a Pay-As-You-Go payment structure. Under this structure, you may receive partial payments for Campaign Content that has been submitted, reviewed, and verified as meeting partially or fully the Campaign Success Metrics. Payments may be made, as specified in the immediately preceding paragraph, periodically throughout the duration of the Campaign, rather than as a lump sum within the calendar month following the completion of the entire Campaign.
Ganax reserves the right, in its sole discretion, to adjust the timing or amount of any Payable Fees. Any final adjustments or recalculations of Payable Fees will be communicated to you in a reasonable manner.
Minimum Payment Threshold: To the extent permitted by applicable law, you will only be eligible to receive Payable Fees when the total amount accumulated in your account equals or exceeds MXP $500.00 or the equivalent in another currency (the “Minimum Payment Threshold”).
Fees earned by Influencers in accordance with these Influencer Terms that do not meet the Minimum Payment Threshold will be credited to your account. Once the cumulative balance in your account exceeds the Minimum Payment Threshold, you will then be eligible to receive such Payable Fees.
To the extent permitted by applicable law, you will have no right or entitlement to, and Ganax shall have no obligation to pay, any accumulated amounts of Payable Fees in your account until the cumulative balance exceeds the Minimum Payment Threshold.
We reserve the right to withhold any Payable Fees, and you acknowledge and agree that you will not be eligible to receive any Payable Fees if you violate these Influencer Terms, any applicable Brand Brief, or fail to meet any of the conditions outlined above.
Any payment to you pursuant to these Influencer Terms and/or the applicable Campaign will be conducted by Ganax or third parties acting on our behalf, including, but not limited to payment service providers (any such third party being a “Payment Service Provider”). Please note that the use of a Payment Service Provider’s services is subject to their terms of service and privacy policy, over which we have no control. It is your responsibility to read and understand the Payment Service Provider’s terms and policies and decide whether to proceed. Ganax is not payment services provider and does not provide any payment services.
Without limiting any of the foregoing, you agree and acknowledge that any Payable Fees will be paid to you in your local currency. You understand that the Payable Fees represent a complete payment, net of any transfer fees, Administrative Fees, and any local taxes that Ganax or the Payment Service Provider may be required to withhold, for any Payable Fees, and that you are not entitled to any other compensation of any kind.
All payments made under these Influencer Terms or any relevant Campaign shall be tax-inclusive.
For the avoidance of doubt, neither Ganax nor any Payment Service Provider is acting as your agent in collecting any payments from any person (including payments from the Brands) or in any other fiduciary role for you concerning any payment carried out pursuant to these Influencer Terms. Without limiting, and in addition to the foregoing, the Influencer agrees and acknowledges that payment of all Payable Fees is expressly contingent upon Ganax’s receipt of the corresponding payment from the Brands.
Notwithstanding anything herein to the contrary, the Influencer agrees and acknowledges that there are no promises, assurances, or guarantees, whether explicit or implied, regarding your receipt of Payable Fees, payments, or any other amounts under any Campaign. Any payments or other amounts you may qualify for, if any, do not imply or guarantee your entitlement to any future payments, rewards, or other benefits.
Ganax Fees
In consideration of the intermediary and administrative services provided by Ganax to the Influencers through the use of the Platform which include, but are not limited to, acting as intermediary between Brands and Influencers, facilitating payment of Payable Fees, managing Campaign participation, providing the Influencer Training and the Ganax Tools, Ganax shall charge an administrative fee (collectively the “Administrative Fee”) to Influencers. This fee will be deducted from any Payable Fees due to you under these Influencer Terms and any relevant Campaign.
The amount of the Administrative Fee may vary based on the specific Campaign or service provided, and will be clearly disclosed to you prior to your participation in each Campaign. By agreeing to participate in any Campaign, you acknowledge and agree that Ganax has the right to deduct the applicable Administrative Fee from your Payable Fees.
Ganax reserves the right to modify the Administrative Fee structure at any time, with reasonable prior notice to you, provided that such changes will only apply to future Campaigns and not to any Payable Fees already earned for past Campaigns. The Administrative Fee is non-refundable and will be applied regardless of the outcome of the Campaign, provided that the Campaign Content meets the applicable Success Metrics and all other conditions set forth in these Influencer Terms are satisfied.
For the avoidance of doubt, any Payable Fees payable to you under these Influencer Terms will be paid net of any Administrative Fees, transfer fees, taxes, or other amounts Ganax or the Payment Service Provider may be required to withhold in accordance with applicable laws.
Warranty Disclaimer
THE PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, GANAX EXCLUDES ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT.
IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:
YOUR USE OF THE PLATFORM OR RELATED SERVICES WILL MEET YOUR REQUIREMENTS;
YOUR USE OF THE OF THE PLATFORM OR RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE PLATIFORM OR RELATED SERVICES WILL BE ACCURATE OR RELIABLE; AND
DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE PLATFORM WILL BE CORRECTED.
WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.
Miscellaneous
Relationship between Ganax and the Influencer
You and Ganax are, and will remain at all times, independent contractors. Nothing in these Influencer Terms or the applicable Brand Brief and requirements will be construed to create an employment, labor, agency, partnership, joint venture, fiduciary, representative, or any other relationship between you and Ganax or any third party. For clarity, neither Ganax nor any of its affiliates is acting as your agent in collecting any payments from any person (including, but not limited to, payments from Ganax or any Platform user) or in any other fiduciary role for you concerning any payment carried out pursuant to these Influencer Terms and the applicable Brand Brief. You acknowledge and understand that you are not an employee of Ganax and are not entitled to (and hereby waive to the maximum extent allowed by law) any benefits or rights provided by Ganax to its employees, including but not limited to group insurance, liability insurance, disability insurance, vacation, leave, retirement plans, or unemployment insurance. You will not represent yourself as a Ganax employee, representative, or agent. You acknowledge and understand that you do not have any authority to bind Ganax in any manner or form, or to enter into any agreement or incur any liability on behalf of Ganax.
Confidentiality
In connection with your participation in any Campaign and your use of the Platform, you may receive, have access to, or otherwise become aware of confidential and proprietary information of Ganax, the Brand, or any related third parties (“Confidential Information”). Confidential Information includes, but is not limited to, the existence and details of the Campaign, business strategies, marketing plans, financial information, technical data, product details, unpublished content or campaigns, customer or supplier lists, and any other information marked as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of its disclosure.
You agree that you shall not, without the prior written consent of Ganax, disclose, use, copy, or transmit any Confidential Information for any purpose other than as necessary to fulfill your obligations under these Influencer Terms and any relevant Campaign. You further agree to take all reasonable steps to protect and preserve the confidentiality of such Confidential Information.
Your confidentiality obligations shall not apply to information that:
Is or becomes publicly available without breach of these Influencer Terms by you;
Was lawfully in your possession prior to receiving it from Ganax or the Brand;
Is independently developed by you without use of or reference to the Confidential Information; or
Is required to be disclosed by law or a governmental authority, provided that you promptly notify Ganax and cooperate with Ganax to limit the scope of such disclosure if legally permissible.
These confidentiality obligations will survive the termination or expiration of these Influencer Terms and any relevant Campaign for a period of two (2) years, or for as long as the Confidential Information remains confidential, whichever is longer.
In the event of any unauthorized disclosure or use of Confidential Information, Ganax shall have the right to seek any and all remedies available under applicable law, including but not limited to injunctive relief or monetary damages.
Limitation of Liability
Your participation in any relevant Campaign is entirely at your own risk. The Platform and Campaigns are provided on an “as is” and “as available” basis, without any express, implied, or statutory warranty or condition.
You expressly understand and agree that, to the maximum extent permitted by applicable laws, Ganax shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses resulting from your participation in, or inability to participate in, any relevant Campaign. Our total liability to you will not exceed the monthly average amount of fees paid or payable to you under these Influencer Terms or any applicable Campaign in the six (6) months preceding the date of the most recent claim of liability.
Indemnification
You agree to defend, indemnify, and hold harmless Ganax, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, consultants, contractors, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of your breach of these Influencer Terms, applicable law and the applicable Brand Brief. For the avoidance of doubt, Ganax shall have the right at all times to retain and set off against the Payable Fees or any other amounts due and payable to you for any amounts as incurred by Ganax under this section.
Modification
We reserve the right, at our sole discretion, to modify these Influencer Terms from time to time, for example, when we add or change any relevant Brand Brief, features, dashboards, guidelines or requirements or due to regulatory changes that impact these Influencer Terms.
We may notify you of any material changes to these Influencer Terms that may affect your rights or obligations, using your most recent contact information. If you do not agree to any significant updates to these Influencer Terms, you must terminate these Influencer Terms as provided in Section 11.(f) (Term and Termination) below. The updated Influencer Terms will constitute a new binding Agreement between you and us. To clarify, the updated Influencer Terms will supersede the existing ones, effective on the date provided in the notice or push notification. Your continued used of the Platform or participation in any Campaign after receiving the notice or push notification constitutes your acceptance of the updated Influencer Terms.
Term and Termination
The term of this Agreement shall begin on the Effective Date and shall continue for as long as you continue to use the Platform or until we inform you that your account has been terminated, whichever is earlier.
Termination or suspension of your participation in a Campaign. We may terminate or suspend your participation in any relevant Campaign immediately, at our sole and absolute discretion, if:
We have reason to believe you have violated or are planning to violate these Influencer Terms, any applicable Brand Brief, or our General Terms of Service, including failure to meet or maintain the eligibility requirements;
You become involved in any situation or occurrence that could reflect unfavorably upon you or Ganax or a Brand, including conduct on or off Ganax that violates our General Terms of Services or jeopardizes the safety of our community or Ganax’s or a Brand’s brand and/or public image;
You fail to deliver the Campaign Content or otherwise comply with the requirements under these Influencer Terms and/or the applicable Brand Brief;
Ganax discovers or reasonably suspects that you have violated any applicable laws, regulations, or requirements where you live or where Ganax operates; or
For any reason or for convenience.
Termination is effective immediately, and Ganax will promptly notify you of such termination.
Termination by you
If you wish to terminate your participation in any relevant Campaign, you may contact Ganax directly as provided in Section 12.
Upon termination by either you or Ganax, Ganax shall have no further payment obligations to you. However, if the Payable Fees at the time of termination exceed the Minimum Payment Threshold, Ganax may, at its sole and absolute discretion and to the extent permitted by applicable laws, pay all such undisputed amounts accrued by you in compliance with these Influencer Terms and any relevant Campaign within a reasonable time after termination. If we terminate your status as an Influencer and/or your participation in any relevant Campaign for violations of these Influencer Terms, the applicable Brand Brief, or our General Terms of Service, you forfeit all Payable Fees accrued but not yet transferred by the Payment Service Provider to your Payment Account as of the effective date of termination. Ganax may withhold any amounts otherwise payable to you, to the extent permitted by applicable laws, at its sole and absolute discretion. Influencers whose status and/or participation in any relevant Campaign is terminated by Ganax shall be ineligible to re-apply as an Influencer unless Ganax determines otherwise in writing at its sole and absolute discretion.
Termination or Suspension of a Campaign: Ganax may partly or fully terminate or suspend a Campaign with reasonable notice to you at its sole and absolute discretion if:
There are changes in circumstances beyond Ganax's reasonable control;
There are technical problems with a Campaign that cannot be resolved within a reasonable time; or
Changes in relevant law, a court decision, or a decision by a regulatory authority prohibit a Campaign in part or in full.
If Ganax partly or fully terminates or suspends a Campaign for any of the above reasons, we will issue the Payable Fees you are entitled to under these Influencer Terms, unless prohibited from doing so by a court or regulatory authority.
Each of you and Ganax expressly agrees to waive and set aside our respective rights and obligations under any applicable law to the extent that such law requires any judicial pronouncement for the termination of these Influencer Terms.
The provisions of these Brand Terms which are expressly or impliedly intended to survive the termination or expiry of these Influencer Terms (including Sections 4, 6, 7, 8, 9, 10 and 11) will survive such termination or expiration.
Governing law and jurisdiction
In the event of a dispute between you and Ganax arising out of or relating to these Influencer Terms, the dispute will be resolved pursuant to Section 8 of our General Terms of Service.
Waiver
The failure of Ganax to exercise any rights granted herein upon the occurrence of any of the contingencies set forth in these Influencer Terms shall not constitute a waiver of such rights.
Assignment
You may not assign, transfer, or delegate any rights or obligations contained in these Influencer Terms. Ganax may assign these Influencer Terms at its sole and absolute discretion without prior notice to you.
Language
These Influencers Terms have been prepared in the Spanish language and the English language. In the event of any inconsistency or different interpretation between the Spanish text and the text in English, the Spanish text shall prevail and the relevant text in English shall be deemed to be automatically amended to conform, and to make the relevant text in the English to be consistent, with the relevant Spanish text.
Contact
If you have any problems in relation to your participation in any relevant Campaign, or have a question concerning any aspect of these Influencer Terms and the applicable Campaign Policies, please contact us at admin@ganax.com.
