Terms for Brands

This agreement is between you, the Brand (“Brand”), and Takefluence (Admitad International FZ-LLC), registered and incorporated in the UAE with a registered office at Premises No 101, First Floor, Building 14, Dubai Internet City, Dubai  (“Takefluence” or the “Company”).

Your access to and use of the Platform is conditioned on your acceptance of and compliance with these Terms.

By accessing or using the Platform, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

1. Introduction

1.1 Takefluence agrees to provide the Brand with the ability to use the Takefluence Platform to effectively connect brands with appropriate Content Creators (Influencers, customers, visitors, users, etc.) in a way that supports the achievement of the Brand’s marketing and promotional goals, subject to your compliance with the Terms and Conditions of this Agreement. By enrolling as a Brand, the Brand, its agents, representatives, employees, and any other person acting on its behalf with respect to the use of the Takefluence Platform shall be bound by and agree to be bound by this Agreement.

2.  General Provisions

2.1. This Agreement comes into effect after you complete the Service registration procedure, namely, after the Brand clicks the button on the registration page (offer acceptance) at Takefluence.com. The date the Brand clicks the link will be the “Effective Date”.  The Agreement will remain in effect unless terminated in accordance with clause 7 of this Agreement.

2.2. All the information that the Brand provides must be accurate and true to their knowledge at the time of submission. It is the sole responsibility of the Brand to keep all user account information up to date. Failure to provide accurate information may result in account termination.

2.3. Takefluence reserves the right to refuse applications, and the acceptance of any Brand is subject to the sole discretion of the Takefluence Platform.  The Brand hereby consents to Takefluence using the Brand’s details and Personal Data for the purposes of carrying out any factual checks that it considers to be necessary to confirm the identity of the Brand, its suitability for (and the suitability of the Brand’s Website(s)) for the Takefluence Platform and any other matter which is connected to the Brand’s application and, whenever subsequently accepted by Takefluence is connected to its activities and role as a Takefluence Brand.

2.4. If the Brand is accepted into the Takefluence Platform, he/she will be required to complete Know Your Customer (KYC) validation. This may involve submitting a tax residency certificate, company registration document, and/or other similar documents. 

2.5. KYC Documentation is held privately by Takefluence and will be reviewed and assessed by Takefluence’s compliance team. The team has full discretion in evaluating whether the documentation provided is both genuine and acceptable. Takefluence reserves the right to request further documentation for any specific Brand and reserves the right to refuse the Brand.

2.6. The Brand will also be required to provide a billing address to Takefluence’s Platform.  This address will be subject to verification by Takefluence’s compliance team.

2.7. The Brand may be requested to make a test bank transaction for validation purposes, the amounts of which will be accounted for in future Takefluence services.

2.8. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. Only a written document signed by both Parties, including but not limited to the corresponding Insertion Order (IO), may change, modify, or amend the terms and conditions of this Agreement.

3. Relationship

3.1. As of the effective date of this Agreement (“Effective Date”), the Brand agrees to accept and pay for, and Takefluence agrees to provide, the services identified and set forth in the Agreement (“Services”).

3.2. The Brand acknowledges that Takefluence may legitimately need all information, assistance, and cooperation from the Brand to carry out its contractual obligations.

3.3. The Brand acknowledges the superiority of Takefluence’s Tracking Solution and the results presented therein over other systems used, including systems for measuring leads or sales. Takefluence’s system remains the official source of information for billing purposes. If other external systems, such as Google Analytics, are used as an alternative source of data analysis, the Brand is obliged to configure it in accordance with Takefluence’s guidelines in order to avoid possible discrepancies.

3.4. Subject to the terms of this Agreement, the Brand will be permitted to create an Ambassador Program with corresponding Tasks (marketing tasks that include but are not limited to creating content, reposting content, writing reviews, driving sales, unboxing, giving feedback) for Content Creators on Takefluence.com. The Brand must specify the conditions and deliverables of Tasks on the Takefluence Platform for Content Creators and provide links to a specific page or an ad hosted by the Brand containing advertising and marketing materials or Brand social media accounts for use by Takefluence’s Content Creators to promote the Brand’s products or services.

3.5. Takefluence will send reports on Tasks to the Brand’s email. The Brand undertakes to check these reports within 14 calendar days to approve the completed Tasks. All Tasks, upon the expiry of the said period, will be automatically approved and must be paid for.

3.6. The Brand agrees to be solely responsible for the contents of its Marketing Materials and the manner in which they are used by Content Creators to promote the Brand’s products and/or services.

3.7. The Brand is solely responsible for its website content and the products and/or services promoted and/or sold from that website (including but not limited to compliance of the same with all applicable laws, regardless of the Brand’s location). Takefluence shall not be responsible, under any circumstances, for the practices of any specific Brand or Content Creator or for the content of their websites, posts, emails, or other communications using the Takefluence Platform. Furthermore, Takefluence shall have no liability (whether in contract, tort, negligence, or otherwise) for the same.

3.8. The Brand shall compensate Takefluence against all costs (including, without limitation, legal costs), claims, losses, damages, defamation, and awards suffered or incurred by Takefluence in relation to the Brand’s website content, posts, or emails or similar communications and the products and/or services promoted and/or sold from the Brand’s website including, without limitation, any and all claims, losses, damages, and awards against Takefluence with respect to non-compliance of the Brand website, its content and/or the goods and/or services marketed and/or sold through it with all applicable laws.

3.9. The Brand acknowledges that Takefluence shall accept no responsibility for Content Creators’ unwanted actions that come through the Brand’s Program(s) based upon the Brand’s settings.

3.10. Brand Program Details are the details of the Brand Ambassador Program. Any Tasks shall be contained within the Brand’s Program listing on the Takefluence Platform. The Brand independently fills out the data about its Program (including but not limited to deliverables, countries, categories, compensations, forbidden actions, promotional content about brand information, qualifications for working with the Task, etc.). The Brand’s Program and corresponding Tasks will be published for public access after review by the Takefluence Platform. Notwithstanding the preceding, nothing contained in the Brand listing may conflict with this Agreement, and any such conflicting terms and conditions shall be void.

3.11. The Brand grants to Takefluence Platform and Content Creators a non-transferable, royalty-free, worldwide license to display and link to their website or website content, and all trademarks, service marks, trade names, and/or copyrighted material and all other intellectual property rights, from each of their websites and/or subscription email for the limited purposes of promoting their Program. This is subject to the Terms and Conditions of this Agreement. The Takefluence Platform shall have no liability or assume any responsibility for any costs, damages, or losses incurred by the improper use or distribution of these resources.

3.12. Takefluence reserves the right to remove the Program from the list of available programs if the Brand does not resolve any issues affecting Content Creators within seven (7) days of receiving written notice.

3.13. The Takefluence Platform may contact the Brand by email, telephone, post, SMS, social media platform, and other possible means of communication for feedback relating to the Service under this Agreement and/or for marketing purposes in respect to other services of the Takefluence Group’s entities.

3.14. The Brand shall be solely responsible for compliance with all applicable laws in all relevant jurisdictions, including sanctions and regulations.

4. Fees and Reporting

4.1. The Brand shall pay a fee to Takefluence for the Services rendered as per the Service details agreed to on the Takefluence Platform and final data as agreed to by the Parties. To use the Platform’s services, the Brand must pay the subscription fee according to the chosen plan and top up the advertising account on the Takefluence Platform.

4.2. Any Taxes levied on either Party shall be borne by the respective Party in accordance with the applicable tax laws in the governing jurisdiction. All Fees due to Takefluence under this Agreement shall be exclusive of VAT. If VAT is applicable, the applicable VAT shall be borne by the Brand. Fees paid by the Brand to Takefluence shall be made free and clear of and without deduction of VAT. If a reverse-charge mechanism applies, or if the Brand needs to withhold VAT in the country where it is VAT registered, the Brand shall provide a VAT number to Takefluence and be liable to account for and pay such VAT to the relevant tax authorities. All payments of Fees to be made by the Brand to Takefluence under this Agreement shall be paid without set-off, counterclaim, or deduction unless strictly required by applicable law, for example, because of a legal requirement to withhold any taxes.

4.3. In the event of arrears, Takefluence has the right to request, and the Brand is obliged to provide within five (5) working days from the date of request its financial statements (balance sheet, income statement, and cash flow statement) for the last three (3) years, including the current year.

5. Indemnification

5.1. The Brand shall keep Takefluence Platform, its Content Creators, and their respective directors, officers, employees, and agents indemnified from and against any costs (including, without limitation, legal costs), awards, damages, claims for damages, or other claims for compensation arising from the breach by the Brand of any and all applicable laws in all jurisdictions; any claims from Content Creators and customers of the goods and/or services supplied by it and/or sold by it; claims, awards, and/or judgments from any authority in respect of the Brand’s supply of the goods and/or services and/or website content; the content of the Brand’s website or any incorrect information given to Takefluence by the Brand; any infringement or potential infringement of any third party’s intellectual property rights. The Brand shall also indemnify Takefluence for any other damages, losses, or costs caused by the Brand’s improper, negligent, or unauthorized use of Takefluence services; technical problems or the loss of data caused by the Brand on the Takefluence and Brand Website or on any website to which the Brand is linked by Takefluence.

6. Limitation of Liability

6.1. To the extent permitted by applicable law, Takefluence shall not be liable (whether in contract, tort, negligence, or otherwise and howsoever arising) for any losses, liabilities, costs, expenses, and claims (including but not limited to direct, indirect, or consequential losses, loss of profit, loss of contracts, loss of reputation and all interest, penalties, and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses arising out of or in connection with defects in the Service; interruptions in the accessibility to the Service; infringements on data or loss of data on the information handling system; defects in the security system or viruses or other harmful software components; any third party deleting, removing, deactivating or tampering with the Content Creator and Brand Tracking Service or Tracking Codes and Pixels.

6.2. Takefluence shall have no liability (to the extent permitted by applicable law, whether by contract, tort, negligence, or otherwise and howsoever arising) for any delay and/or failure to perform its obligations under this Agreement where such delays and/or failures to perform arise as a result of events beyond the reasonable control of Takefluence, including but not limited to flood, fire, act of government, and/or failures of telecommunications and internet service providers.

6.3. Takefluence shall have no liability (to the extent permitted by applicable law, whether in contract, tort, negligence, or otherwise and howsoever arising) for any mistake or error of any kind when configuring Program settings inside Brand accounts. It is the Brand’s responsibility to ensure that the Brand Program is configured properly by Takefluence. This includes payout amounts, deadlines, promotion terms, geographical restrictions, prizes, additional incentives, favorable rates, or any other Program settings inside a Brand account.

7. Termination

7.1. Either Party may cancel this Agreement or an IO by giving thirty (30) business days prior written notice to the other Party. Any accrued but unpaid payment obligations shall survive termination of the Agreement. In the event of termination, the Brand shall allow thirty (30) business days for the Programs to become inactive across the Takefluence Platform, and the Brand shall be responsible for the Sales and Conversions that result from Ads published during those thirty (30) days.

7.2. Takefluence may terminate this Agreement immediately at any time following acceptance of the Brand onto the Takefluence Platform if the Brand does not meet Takefluence requirements or fails to provide documentation requested by Takefluence or otherwise as Takefluence reasonably determines, including (but not limited to) any malpractice, late payment of commission or Brand Fees, or any breach of these Terms. Takefluence will provide reasonable notice of such termination where possible.

7.3. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, Takefluence may terminate this Agreement immediately at any time upon notice to the Brand in the event of any one or more of the following:

7.3.1. In the specific circumstances set out in this Agreement.

7.3.2. The Brand commits a breach of this Agreement.

7.3.3. Any event of insolvency occurs, including (but not limited to) the Brand being unable to pay its debts, making any arrangements with creditors, a petition for winding up is filed, and/or an administrator is appointed.

7.3.4. The Brand suspends, ceases, or threatens to suspend or cease carrying on all or a substantial part of its business.

7.3.5. The Brand Website is inoperative.

7.3.6. There is a change of control of the Brand account or related business.

 8. Non-Disclosure

8.1. The Brand or Takefluence may provide the other with information that is confidential and proprietary to that Party or a third party, as designated by the Disclosing Party. The Receiving Party agrees to make commercially reasonable efforts but in no case less effort than it uses to protect its own Confidential Information and maintain the confidentiality of and protect any proprietary interests of the Disclosing Party.

8.2. The Receiving Party agrees not to disclose Confidential Information without prior express written consent from the other Party in each instance. The term “Confidential Information” shall not include information that is, or becomes, part of the public domain through no action or omission of the Receiving Party; that becomes available to the Receiving Party from third parties without knowledge by the Receiving Party of any breach or violation of fiduciary duty; or that the Receiving Party had in its possession prior to this Agreement.

9. Final Provision

9.1. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the UAE without regard to its conflict of laws, rules, or principles.

9.2. Any dispute arising out of the formation, performance, interpretation, nullification, termination, or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever shall be settled by Dubai Courts.

9.3. The Brand’s use of the Takefluence Platform irrefutably acknowledges that it has read and agreed to every term and provision of this Agreement.

9.4. Takefluence reserves the right to update and change these Terms from time to time without notice. Any new updates, features, or options that will be added to the Platform, including the release of new tools and resources, shall be subject to these Terms. By continuing to use the Platform, you confirm that you accept the current Terms and Conditions in full at the time you use the Service.

9.5. The use of the Takefluence Platform by the Brand after changes are made to this Agreement indicates the Brand’s consent to the changes and willingness to assume the obligations specified in this Agreement. Disagreement with the changes in the Agreement entails the termination of this Agreement, as well as the termination of work with the Takefluence Platform.