Brilli™ Influencer

Terms & Conditions

1. YOUR RIGHTS AND OBLIGATIONS

 

  • THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.
  • THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
  • BY SIGNING THE AGREEMENT TO CONDUCT AN AUDIENCE POLL, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. 
  • YOU MAY NOT CONDUCT AN AUDIENCE POLL IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

2. Purpose.

 

You have been informed that:

 

    1. Belle is conducting a marketing research study on behalf of its Client by requesting the Audience Poll;
    2. The purpose of the Audience Poll is to examine customer preferences by collecting real responses to the Poll Question from social media users. 
    3. The opinions and experiences of the Audience Poll participants are important to the research of Belle and Client to better understand customer preferences. 
    4. Belle plans to use this information to understand how to enhance Client's products and/or services and improve Client performance.

3. Assignment of Intellectual Property Rights and License to Use Comments, Feedback, and Ideas.

 

For no additional consideration beyond that described in Section 7 and the opportunity given by Belle to conduct the Audience Poll, you hereby grant to Belle a perpetual, irrevocable, worldwide, royalty-free license to use all poll results, comments, feedback, and ideas you may share with Belle, without notice or acknowledgment to you, for any purposes whatsoever, including, but not limited to, developing, manufacturing, and marketing products and services and creating, modifying, or improving products and services. You hereby assign to Belle all Intellectual Property Rights, title, and interest you may have or develop to inventions that relate to your participation in the Audience Poll. Nothing herein shall require you to assign to Belle inventions that do not relate to your participation in the Audience Poll.

4. Representations, Warranties, and Covenants.

 

You agree, represent, warrant, and covenant that you will not provide false or misleading information. Further, you agree, represent, warrant, and covenant to conduct the Audience Poll by the Response Date, in good faith and to the best of your ability, and in compliance with the rules of the applicable social media platforms used for the Audience Poll. You represent, warrant, and covenant to Belle that you own or otherwise have and will have the necessary rights and consents in and relating to the Audience Poll so that, as received by Belle in accordance with this Agreement, the information provided does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights (as defined below), or any privacy or other rights of any third party or violate any applicable law. For avoidance of doubt, you represent, warrant, and covenant that the Audience Poll will not solicit or transfer to Belle any Personal Information (as defined below) from Audience Poll participants. You represent, warrant, covenant, and agree to respect the privacy of Audience Poll participants and keep the results of the Audience Poll confidential. You acknowledge that information you provide in connection with the Audience Poll responses may be disclosed to Belle and its Clients.

a. (“Personal Information") means information that: (i) directly or indirectly identifies an individual (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, answers to security questions, and other personal identifiers, in case of both subclauses (i) and (ii). 

b. (“Intellectual Property Rights”) means copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights.

5. Confidentiality.

 

You understand that you may be exposed to information about Belle's or its Clients’ products, services, advertising campaign, and branding and ideas that may not have been disclosed to the public, and for avoidance of doubt, this information includes the identity of Belle’s Client if known to you and your Fee (collectively, the "Confidential Information"). You shall maintain the confidentiality of all Confidential Information disclosed to you in connection with the Audience Poll, and shall hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Audience Poll. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for five (5) years after the Response Date.

6. Belle and Client Intellectual Property Rights.

 

You acknowledge and agree that all Intellectual Property Rights of Belle and Client in its corporate name(s), product or trade name(s), trademark(s), copyright(s), patents, trade secrets or confidential or proprietary product or business information remain exclusively in Belle and or Client respectively. You shall not use any Intellectual Property Rights of Belle or Client without first obtaining written permission from Belle.

7. Payment.

 

Upon completing the Audience Poll and delivering the results in strict compliance with the Delivery Instructions, Belle shall pay you the one-time Fee in accordance with the Payment Instructions. You acknowledge that if you do not follow the Payment Instructions that you shall not be eligible for compensation under this Section 7.

8. Choice of Law.

 

This Agreement and all matters arising out of or relating to this agreement are governed by and construed in accordance with the laws of the State of Ohio (including its statutes of limitations and R.C. 2307.39) without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio.

9. Release from Liability and Covenant Not to Sue.

 

YOU FULLY AND FOREVER RELEASE AND DISCHARGE BELLE, ITS CLIENTS, AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND INSURERS (EACH, A "RELEASED PARTY", AND COLLECTIVELY, "RELEASED PARTIES") FROM ANY AND ALL INJURIES (INCLUDING BUT NOT LIMITED TO DEATH), LOSSES, DAMAGES, CLAIMS (INCLUDING BUT NOT LIMITED TO NEGLIGENCE CLAIMS), DEMANDS, LAWSUITS, EXPENSES, AND ANY OTHER LIABILITY OF ANY KIND, OF OR TO YOU, YOUR PROPERTY, OR ANY OTHER PERSON, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH YOUR PARTICIPATION IN THE AUDIENCE POLL, EVEN IF IT IS DUE TO THE NEGLIGENCE, INJUDICIOUS ACT, OMISSION, OR OTHER FAULT OF A RELEASED PARTY. YOU COVENANT NOT TO MAKE OR BRING ANY SUCH CLAIM AGAINST THE COMPANY OR ANY OTHER RELEASED PARTY, AND FOREVER RELEASE AND DISCHARGE THE COMPANY AND ALL OTHER RELEASED PARTIES FROM LIABILITY UNDER SUCH CLAIMS.

10. Indemnification.

 

YOU INDEMNIFY, DEFEND, AND HOLD HARMLESS BELLE AND THE OTHER RELEASED PARTIES FROM AND AGAINST ANY AND ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATING TO YOUR PARTICIPATION HEREUNDER, INCLUDING BUT NOT LIMITED TO YOUR BREACH OF ANY PROVISION OF THIS AGREEMENT. You shall use your best efforts to cooperate in the defense of any claim. You acknowledge that Belle reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification under this agreement.

11. Dispute Resolution and Binding Arbitration.

 

a. YOU AND BELLE GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. YOU ACKNOWLEDGE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

b. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND BELLE ARISING FROM OR RELATING IN ANY WAY TO YOUR PARTICIPATION IN THE AUDIENCE POLL WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

c. The arbitration will be administered by the American Arbitration Association in accordance with the Consumer Arbitration Rules then in effect. The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitration will take place in Columbus, Ohio.

d. A single, mutually agreed arbitrator will have exclusive authority to resolve any dispute relating to the enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

12. Withdrawal.

 

You can withdraw from conducting the Audience Poll at any time, but you cannot terminate, cancel, or revoke this agreement for any reason. You acknowledge that Belle can withhold compensation under Section 7 if you do not fully complete all your obligations. Any such determination by Belle is final.

13. Morality and Conduct.

 

Belle may withhold payment or terminate this Agreement if, in its reasonable and good faith judgment:

a. You commit, are charged with, or are convicted of a criminal offense involving fraud, violence, or moral turpitude; or

b. You engage in public conduct or make public statements that directly disparage, defame, or materially harm the reputation of Belle or Client, or that are reasonably likely to cause measurable financial or reputational damage to Belle or Client, provided that such statements or conduct are (i) intentional and (ii) not a matter of protected speech under applicable law.

13. Miscellaneous.

 

If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement supersedes any oral or written statements made by or to you in connection with the Audience Poll. This agreement may not be modified except by a written agreement that specifically refers to the provision or provisions to be amended and that is signed by an authorized representative of Belle, you are not an employee of or in a joint venture with Belle, or Client, or any other Released Party. You understand that your participation in the Audience Poll or your receipt of consideration under Section 7 does not form an employment relationship between you and Belle or any other Released Party.