RECESS MEMBERS
TERMS OF SERVICE

RECESS MEMBERS NETWORK

TERMS OF USE FOR INFLUENCERS

Effective Date: February 28, 2017

PLEASE READ THESE TERMS CAREFULLY. THIS IS A BINDING CONTRACT.

INTRODUCTION

Recess Digital, Inc. and its affiliates (“Recess,” “us”, “we”) offers eligible college students the ability to participate in the RECESS Members Network subject to these Terms of Use (the “Terms”).  By signing up to participate in our RECESS Members Network and/or by participating in promotions, sponsored posts, events, and other activities as part of the RECESS Members Network (collectively, “Campaigns”) you (“Influencer” or “you”) agree to be bound by these Terms, as these Terms may be amended from time to time by us upon written notice (via email or otherwise) to you, as well as our Website Terms of Use which can be found at https://www.recess.is/terms-of-service and our Privacy Policy which can be found https://www.recess.is/privacy-policy. Therefore, it is crucial that you comprehend these Terms.

 

YOU AGREE TO BE BOUND BY THESE TERMS

BY SIGNING UP, AND/OR BY CLICKING “I ACCEPT” IF PRESENTED WITH THESE TERMS IN A CLICK-THROUGH FORMAT, SIGNIFIES YOUR AGREEMENT TO THESE TERMS AND ANY OTHER TERMS OR POLICIES COMMUNICATED TO YOU IN CONNECTION WITH THE RECESS MEMBERS NETWORK AND CONSTITUTES YOUR BINDING ACCEPTANCE OF THESE TERMS OR ANY OTHER TERMS OR POLICIES PRESENTED TO YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE RECESS MEMBERS NETWORK, INCLUDING ANY MODIFICATIONS THAT RECESS MAKES FROM TIME TO TIME.

You may participate in the RECESS Members Network only if you are 18 years or older, are legally capable of forming a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are under 18, you may participate in the RECESS Members Network only with the involvement of a parent or guardian. We will not be liable for any damages that may result from misrepresentation of age by a user of the RECESS Members Network.

 

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE STOP PARTICIPATING IN THE RECESS MEMBERS NETWORK IMMEDIATELY, OR IF APPLICABLE, CANCEL YOUR ACCOUNT. 

These Terms will continue to apply to you until terminated by either you or us. We may terminate these Terms or suspend your access to the RECESS Members Network at any time. If we suspend your access to the RECESS Members Network, we shall have no liability or responsibility to you. 

WE MAY MODIFY THESE TERMS

From time to time, we may change, update, delete or add to these Terms. Any changes to these Terms will be effective immediately upon posting, and any continued participation in the RECESS Members Network after changes have been posted constitutes your acceptance to those changes. It is your responsibility to review these Terms and applicable policies periodically for changes.

 

PRIVACY

We respect the privacy of our customers and encourage you to read our Privacy Policy, located at https://www.recess.is/privacy-policy to understand our practices so that you may make an informed decision about participating in the RECESS Members Network. Any information we may collect through your participation in the RECESS Members Network is subject to our Privacy Policy. Through your acceptance of these Terms, you expressly consent to the use and disclosure of personally identifiable and other data and information as described in the Privacy Policy.  To the extent any such data or information is collected or generated by us, the data and information will be solely owned by us and may be used by us for any lawful purpose.

 

OUR SERVICES

We offer a way for brands, advertisers, marketers or their agents, and/or other companies or businesses that own a brand (individually a, “Brand”) to engage digital influencers and content creators to promote the Brand through the creation and distribution of digital content. While you are participating in the RECESS Members Network, we will use reasonable efforts to present you with opportunities to monetize your Instagram account.

 

 

ELIGIBILITY

 

To be eligible to participate in our Creator’s Network:

1.     You must be 18 years of age or older, or if you are between 16-18, you must have permission from your parent or legal guardian to participate. You may not participate if you are under 16.

2.     You must be currently enrolled in a college or university

3.     You must have a valid e-mail address issued by your college or university

4.     You must not have previously had your ability to participate in the Creator’s Network suspended or terminated by Recess

 

REGISTRATION

 

In order to participate in the RECESS Members Network, you are required to register and provide us with certain information so we may create an influencer profile for you (“Influencer Profile”). As part of the registration process, you, as an Influencer, will be asked to submit your name, location, email address, date of birth, gender, ethnicity, and  Instagram, twitter, facebook, snapchat handle (collectively, “Influencer Registration Information”) and you may required to submit data and information related to your college name, interests, social media reach, demographic, geographic reach, a bio, photos and related content and information for use in your Influencer Profile (collectively, the “Influencer Profile Information”). You agree that all Registration Information and Influencer Profile Information you provide to Recess will be true, accurate, current and complete, you agree that you may not provide Recess with an Instagram,Facebook, Twitter, or Snapchat handle that you do not own or control,  and your failure to provide such information shall constitute a breach of these Terms and may result in the immediate termination of your ability to participate in the RECESS Members Network. You shall promptly update your Influencer Registration Information and Influencer Profile Information to keep it true, accurate, current and complete. Any time you wish to change or delete your Influencer Registration Information and/or Influencer Profile Information, or delete your Influencer Profile all together, you may do so by contacting us at info@recess.is.  You acknowledge and agree that you are responsible for all information and other content that you transmit or post when participating in the RECESS Members Network. You may terminate your participation in the RECESS Members Network at any time and cancellation will take effect immediately.

By choosing to have Recess create an Influencer Profile for you, and through your election to share your data and information, which may include personally identifying information and intellectual property, you hereby grant Recess the right to disclose your Instagram, twitter, facebook, snapchat handle and Influencer Profile Information to Brands and other third parties. Additionally, if participation in a Campaign requires the applicable Brand to ship product(s) to you, you agree that we may share your Influencer Registration Information with the applicable Brand in order to facilitate the transaction. You further agree to allow Recess to represent your Instagram, Twitter, Facebook, and Snapchat account to Brands.

ENGAGEMENT BY BRANDS

We will communicate Brand offers to you and you have the choice to accept them or not. If you choose to accept any offer, in addition to these Terms, you agree that you may be subject to the terms and policies governing the applicable Campaign and any other rules and regulations governing such Campaign provided to you by us.

 

In each offer we communicate to you, we will send you Campaign instructions and guidelines and payment term (“Guidelines”). We will also communicate to you how long you have to accept the offer (the “Offer Deadline”). If you do not accept the offer by the Offer Deadline, you will not be able to participate in the applicable Campaign. If you choose to accept an offer, you acknowledge and agree that you are solely responsible for meeting all deadlines contained in the offer, following all Guidelines, and creating all content related to the Campaign.  If you fail to fully follow all Guidelines and/or meet deadlines, you acknowledge and agree you will not be entitled to the compensation that would otherwise be due. We have no responsibility to monitor the Campaigns for which you provide services, and you will be liable for any and all claims related to content you create.

 

If you choose to accept an offer and participate in a Campaign, you warrant that you will perform such services: (i) in accordance with the requirements set forth in the Campaign description communicated to you; (ii) in compliance with applicable law; (iii) in a manner that will not infringe any third party right including any copyright or trademark right, any right of privacy or publicity or contain any defamation; and (iv) in manner that complies with the these Terms. Further, you agree that you will not publically disparage Recess and/or any Brand or any of their respective officers, directors, employees or representatives. For purposes of this section, “disparage” shall mean any negative statement, whether written or oral, about Recess or any Brand or any of its officers, directors, employees or representatives.

 

DISCLOSURE REQUIREMENTS

 

You also agree to perform such services in compliance with The FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Guidelines”). Specifically, you agree that: (a) the information you publish as part of the Campaign will not be misleading or deceptive and (b) that, in association with your performance of services, you will disclose any material connection between you and the Brand by including appropriate hashtags and disclosures. Accordingly, you agree, thatyou will disclose that you have been paid or have been given products or services (or discounts on products or services) in consideration for the posts made as part of your participation in the RECESS Members Network. For more information about the FTC Guidelines, please visit the FTC’s website. Your posts shall reflect your honest opinion, finding, beliefs or experience with the products or brands to which your post(s) relate. You shall be responsible for compliance with all regulations that apply to your participation in the RECESS Members Network. If you fail to adhere to FTC regulations, you agree to indemnify and hold us harmless from any and all fines, sanctions, or other penalties that result from your violation of these regulations.

 

NAME AND LIKENESS

You hereby grant Recess and your affiliates and designees the right to represent and present your Instagram, Twitter, Facebook, and Snapchat handle and account and reach data and information to Brands in connection with your participation in the RECESS Members Network.

If you accept and offer and/or otherwise participate in any Campaign, you hereby grant Recess and the applicable Brand the right to reproduce or distribute, in any medium, your pictures, social media handles, reach data and information, and likeness for purposes of advertising, publicity, promotion or trade in connection with the Campaign, and to repost the posts made in connection with the Campaign, tag your social media handle, direct traffic to your post and link to your post for a period of 12 months from the date of the Post.

 

CONTENT OWNERSHIP; GRANT OF RIGHTS

Unless otherwise agreed, you will retain all ownership rights in the content you create in connection with any Campaign, but agree to grant Recess and the Brand engaging your services for a Campaign a license to use said content in the manner described in the applicable Guidelines for the Campaign. Notwithstanding your ownership, you agree that Recess reserves the right, for any or no reason, to require you to cease the use of and remove any such content, or any portion thereof, from any and all social media sites and/or other media. You agree to remove any such content within twenty-four hours of receiving our written demand of removal.

 

 

YOU ARE RESPONISBLE FOR YOUR CONTENT

 

Recess and its successors, assigns, employees, agents, directors, and officers do not undertake or assume any duty to monitor any Campaign for inappropriate or unlawful content. Recess and its’ affiliates, successors, assigns, employees, agents, directors, and officers assume no responsibility or liability which may arise from the content you create in connection with your participation in the RECESS Members Network including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation, and you agree to assume all responsibility and liability which may arise. Further, when you create content in connection with your participation in the RECESS Members Network, you agree that we are not responsible for the content you post in any way or for your compliance, or your lack of compliance, with various terms and conditions of using such social media networks.

 

 

GETTING PAID

 

Once you have posted the required post in compliance with the Guidelines for an applicable Campaign, you will need to send Recess a link to the post. We will then check the post to ensure compliance with the Guidelines. If in compliance, you will receive the award (each, an “Award”) or be paid via a third party payment processor within seven to thirty days (as applicable- the type of compensation, whether monetary or an award will be indicated in the applicable Brand offer). You acknowledge and agree that you may be required to submit payment information, such as your Venmo user-name or Paypal e-mail address to receive payment, and Recess shall not be liable to you if you fail to do so. If the total amount of compensation you earn through your participation in the RECESS Members Network is over $600, you will be required to submit a W9. You agree to accept as payment in full for your participation in any Campaign the compensation described in the applicable Brand offer and/or Guidelines.

 

No federal or state withholding taxes, FICA, SDI or other employee payroll taxes or deductions are made with respect to compensation paid to you pursuant to these Terms (although we may, at our sole discretion, make any such deductions as we deem necessary).  You are responsible for all such taxes, and shall report for federal and state income and any other tax purposes all such compensation, and to pay all taxes due thereon.  You agree to indemnify, defend and hold us harmless in the event that any claims are made by any taxing authority by reason of your failure to properly pay any and all taxes, which are due in relation to the services provided by you to us pursuant to these Terms.

 

If for any reason any Award is unavailable, Recess reserves the right to award a substitute Award, or portion of an Award, of comparable or greater value. Award(s) are not transferable, assignable or redeemable for cash except in the Recess’ sole discretion. Recess shall have no responsibility or obligation to you if you are unable or unavailable to, or you do not for any reason, accept or utilize an Award. All costs and expenses not specifically listed in the applicable offer and/or Guidelines as part of the Award are your sole the responsibility.

 

AWARDS ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT RECESS HAS NEITHER MADE NOR IS IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO THE AWARDS, including, without limitation, its quality, mechanical condition, merchantability, or fitness for a particular purpose, with the exception of any standard manufacturer's warranty that may apply to the applicable Award or any components thereto.

 

 

INVITING FRIENDS AND REWARDS

 

We offer a way for participants in the RECESS Members Network to refer friends to participate and earn rewards (each, a “Reward”). When a friend who you referred enters your name in the “referred by” section during registration, we will keep track of your referrals. Each eligible referral is equal to one referral point. In order to be an eligible referral, the person who signs up cannot already be registered as a participant in the RECESS Members Network, and must otherwise meet the eligibility requirements contained in these Terms.

 

Once you have earned enough referral points to earn a certain Reward, we will notify you via the e-mail address you provided. To receive the Reward, you may be required to respond to the e-mail within a certain amount of time and provide your shipping address or other information required to facilitate the transaction. If you do not timely respond to such information request, the Reward may be forfeited, in Recess’ sole discretion.

 

Your referral points are cumulative, and will be tracked by us beginning from when you register to participate in the RECESS Members Network until such time that: (i) you are no longer eligible to participate; (ii) you request that we delete your Influencer Profile or we; or (iii) we discontinue the service.

 

Each type and/or level of Reward is limited to one per person.  Rewards are awarded while supplies last. If we run out of any Reward, we will provide a substitute Reward of equal or greater Value.

If for any reason any Reward is unavailable, Recess reserves the right to award a substitute Reward, or portion of a Reward, of comparable or greater value. Reward(s) are not transferable, assignable or redeemable for cash except in the Recess’ sole discretion. Recess shall have no responsibility or obligation to you if you are unable or unavailable to, or you do not for any reason, accept or utilize a Reward. All costs and expenses not specifically listed as part of the applicable Reward offer are your sole the responsibility.

 

REWARDS ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. YOU ACKNOWLEDGE THAT RECESS HAS NEITHER MADE NOR IS IN ANY MANNER RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO THE REWARDS, including, without limitation, its quality, mechanical condition, merchantability, or fitness for a particular purpose, with the exception of any standard manufacturer's warranty that may apply to the applicable Reward or any components thereto.

 

WE MAY DISCONTINUE OR SUSPEND OUR SITES, SERVICES OR YOUR ACCESS

Recess reserves the right to add, change, modify, suspend or discontinue (temporarily or permanently) any portion of the RECESS Members Network, in its sole discretion, at any time with or without notice. In addition, Recess may impose limits on any portion of the RECESS Members Network, or restrict your access to participation in the RECESS Members Network, in its sole discretion without notice or liability.

COMMUNICATIONS

 

All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your participation in the RECESS Members Network, such as your suggestions regarding improvements that we make to the RECESS Members Network (collectively, “Comments”) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory relating to submissions. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make. You warrant and represent that you own the rights to such or are otherwise authorized to post, distribute, display, perform, transmit, and distribute such Comments and grant us the right to do the same.

THIRD PARTY CONTENT, PRODUCTS AND SERVICES

Third party services, content, information and products may be made available by Recess through your participation in the RECESS Members Network  (“Third Party Products”). Third Party Products are provided solely for your convenience and Recess makes no representations or warranties regarding any Third Party Products, takes no responsibility and assumes no liability for any Third Party Products. Third Party Products are the responsibility and are subject to the applicable terms and policies of the third parties that offer them.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (a) you are, and at all times shall remain, in possession of all rights necessary to enter into these Terms, including without limitation the rights to the Instagram handle provided by you; (b) in entering into these Terms and participating in any Campaign shall not infringe on the rights of any person or entity; (c) your contributions to any deliverables posted or used in connection with any Campaign will be original and will not infringe on any third party rights; and (d) your participation in the RECESS Members Network will at all times be in compliance with these Terms and any other additional terms provided to you in connection with an applicable Campaign or Reward.

 

 

INDEMNIFICATION

You agree to defend, indemnify and hold Recess, and its successors and assigns, and any affiliated companies, subsidiaries or sponsors and their respective officers, directors, affiliates, agents and employees, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising out of or relating to: (i) your participation in the RECESS Members Network, (ii) your breach or alleged breach of these Terms including, without limitation, a breach or alleged breach of any representation or warranty by you in the Terms; (iii) your violation of any law, rule, regulation or rights of others in connection with your participation in the RECESS Members Network, or (iv) infringement, violation or misappropriation of any copyright, trade secret, or any other intellectual property rights or the violation of any property or privacy right arising from any of the information or content that you create and/or post or otherwise transmit in connection with your participation in the RECESS Members Network.

LIMITATION OF LIABILITY

To the maximum extent permitted by law, in no event shall Recess or any of its subsidiaries, sponsors or affiliates, together with its respective directors, officers, shareholders, employees and agents be liable for any direct, incidental, indirect, consequential, special, punitive, or exemplary damages of any kind, including, without limitation: (i) lost revenues or profits, (ii) loss of business or loss of data, or (iii) loss or damage to any computer, mobile phone or other device that is in any way related to the RECESS Members Network, your participation in the RECESS Members Network, even if Recess and/or its subsidiaries, sponsors or affiliates have been advised of the possibility of such damages, or for any claim, loss or injury based on errors, omissions, interruptions or other inaccuracies related to your participation in the RECESS Members Network, including, without limitation, as a result of breach of any warranty or other term of the Terms, participation in the RECESS Members Network, the software, unauthorized access to or alternation or your transmissions of data, statements or conduct of any third party in connection with your participation in the RECESS Members Network, any other matter relating to the RECESS Members Network. Some states do not allow the exclusion or limitation of liability of consequential or incidental damages, so the above exclusions may not apply to all users; in such states liability is limited to the fullest extent permitted by law.

 

RECESS’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE RECESS MEMBERS NETWORK IS TO TERMINATE YOUR PARTICIPATION IN THE RECESS MEMBERS NETWORK AND DISCONTINUE PARTICIPATION IN THE RECESS MEMBERS NETWORK.  

GOVERNING LAW; JURISDICTION

The Terms shall be governed by, and will be construed under, the laws of the United States of America and the law of the State of California, without regard to choice of law principles. All disputes arising out of or related to your participation in the RECESS Members Network shall be subject to the exclusive jurisdiction of the state and federal courts located within California and you agree to submit to the personal jurisdiction of such courts.

NO GUARANTEES

 

You acknowledge that we haven’t promised you any specific results or outcomes. We have no obligation to exercise rights granted hereunder, including without limitation, to send you offers to participate in any Campaigns.

 

ADVICE TO SEEK COUNSEL

 

You acknowledge and agree that we have recommended that you have an independent attorney review these Terms, given you the opportunity and adequate time to have an independent attorney review, and that you have either received counsel or decided not to seek independent legal advice before agreeing to these Terms.

 

NON-CIRCUMVENTION

 

You agree to make no attempt to contact or initiate contact at any time for any purpose, including attempting to enter into any negotiations or contractual obligations, either directly or indirectly with any Brand you are introduced to by Recess through your participation in the RECESS Members Network unless such approval is specifically granted in written form by us.  If it appears that you are in violation of the terms of this section, you acknowledge and agree that we, in addition to all other legal and equitable remedies, shall be entitled to an injunction to restrain you from continuing said relationship and also recover any and all damages or losses either direct or indirect as a result of any such relationship, including punitive damages.

 

GENERAL

Relationship of Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Recess as a result of the Terms or your participation in the RECESS Members Network.

Assignment. Recess may assign the Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Terms without Recess’ prior written consent, and any unauthorized assignment by you shall be null and void.

Severability. If any of the provisions of the Terms is found to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect.

No Waiver. Our failure to enforce any provision of the Terms shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of the Terms shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

All questions and concerns regarding the Terms should be directed to info@recess.is.

Copyright © 2017 RECESS DIGITAL, INC. All Rights Reserved.