By registering as a user or a customer on the Promoty platform (web platform and all its subdirectories and subdomains), you agree that you have read the terms and conditions and agree to them fully and you will fulfill your duties as written in the terms and conditions.
- Promoty (or Promoty platform) – Promoty Marketing OÜ (registry code 14362043, address Valukoja 10, 11415, Tallinn, Estonia) is an Estonian company that produces and manages a marketplace software platform that allows the customer and the user to organize marketing activities between each other. The main purpose of the web platform is to provide means of communication and logistics between the two parties (customer and user) automatically. The primary business of Promoty is to license the software platform to customers and users.
- Customer – Physical or Legal person/entity, who has agreed to the terms and conditions written here and has registered a Marketer account and uses Promoty to create and conduct marketing activities.
- User – Physical or Legal person/entity, who has agreed to the terms and conditions written here and has registered an Author account. Authors use Promoty to find Requests created by Customers and other digital services provided in the Promoty web platform (statistics, content planners etc.). A manager of an Author may register a User account where such manager represents the Author.
- Author account – Account type where the main purpose is to fulfill Campaign Briefs and find deals.
- Marketer account – Account type that is meant for campaign creation and brand management.
- Agency account – Account type that is meant for managing marketer accounts on behalf of the marketer.
- Marketing campaign – A digital collection of Requests targeted and made available for a specific group of Authors which is created by a Customer. The Offer Payments and fees make up the cost of the Marketing Campaign for the Customer. Promoty is not responsible for the content, terms and conditions of Marketing Campaigns (including Campaign briefs and Requests), as Promoty only serves as the marketplace software that is used to organize these transactions. When accepting to participate in a campaign and submitting its content to the campaign, it is the responsibility of the Author to follow the specific terms and conditions of such Customer-created Marketing Campaigns (including terms described in Campaign Briefs and Requests) in addition to these Promoty Terms and Conditions, which are also applicable at all times.
- Campaign brief (or brief) – Description of the Marketing Campaign.
- Offer Payment – Monetary payment which is intended for a user who has fulfilled the requirements of a Request in a Marketing Campaign.
- Payout – Consists of one or multiple Offer Payments and happens when the money is transferred from Mangopay to the User’s bank account or from Promoty to the User’s bank account. In order to request a payout, the User must undergo an Identity Verification. Users who are under 18 years old may choose to wait until when they become 18 years old or have their legal guardian complete the Identity Verification and have them receive the payout on their behalf. In case the User represents an Author such User needs to undergo the Identity Verification. Upon permission by Author, User receives the Offer Payments instead of Author and in such case, the User is responsible for complying with all obligations and requirements in these Terms and Conditions.
- Promoty fee – Promoty fee is a monetary payment that is charged on every offer completed for the usage of the service. Promoty fee is calculated dynamically but stays between 20-50% (or/and a fixed fee as stipulated on the platform) of the Offer payment. By default the Promoty fee is 20% but the dynamic change may occur in selected special cases defined by Promoty.
- Subscription fee – Subscription fee is a monetary payment which is recurring every month or annually and is used for premium services within the Promoty platform. This can be applied for both Users and Customers.
- Total transaction payment – Total transaction payment is the total cost that a Customer pays upon completed transaction. Total transaction payment consists of Offer payment(s), Subscription fee, Promoty fee and extra services (applicable, if such on-demand extra services have been ordered by the Customer from Promoty). VAT will be added to the Total transaction payment sum and is payable by the Customer. On the invoice the total transaction payment components are listed as follows: the sum of the Offer payment(s) plus Promoty fee is listed as “The media purchased through Promoty.” (the final sum of the purchased intellectual property); Subscription fee is listed as “License”; extra services are listed as “Extra services”.
- User invite – When one user invites a new user to the platform with their invite link found in the Promoty platform.
- Request – Part of the Marketing Campaign which sets the terms for the User to receive the Offer Payment and in which the Customer shows intent to accept the content offered by the User for that Request. In order to receive the Offer Payment, the User has to comply with all the terms set out by the Customer in the offer description and undergo automatic check by Promoty. If the automatic check passes and Promoty registers the offers as completed then the Customer will have a predefined time, defined by the Customer in the offer description, to check if the offer matches all the terms required. The Request will be regarded as completed if the media has been published. In case of a campaign in which the media will not be published (the Customer is obtaining the media for its own use), then the Request will be regarded as completed when the Customer has confirmed the media. Then, the offer will become claimed by the User and the User is eligible to receive the Offer Payment. It is important to note that when the offer has become claimed by the User, the User cannot propose amendments regarding the media anymore. In case the Request is completed partially, the User will receive a part of the Offer Payment, proportional to the percentage of Marketing Campaign completed by the User.
- Offer – an offer with which the User responds to the Customer’s Request through which User offers its Intellectual Property for validation and potential acceptance by the Customer. By submitting an Offer, the User agrees to comply with any and all terms and conditions stated in the Customer’s Request, Campaign Brief, Marketing Campaign and/ or detailed by the Customer otherwise. Also, Promoty may submit Offers and direct these to Users for acceptance in case Promoty is interested in acquiring User(s) Intellectual Property for its own internal, marketing, branding and/or advertising purposes.
- Candidacy – There is a possibility that a user might present media that has not been directly ordered by a Customer with the goal to impress the Customer and win an Offer at any point in time even if a Marketing Campaign is not running. The Customer has no obligation to accept such Candidacy by the user but in the case they wish to do so they can accept the Candidacy submitted by the user. After Candidacy Submission has been accepted by the Customer, it will be processed the same way as Offers in Marketing Campaigns.
- Candidacy Submission – The media, including Intellectual Property that is submitted by the user to a customer in the case of a Candidacy.
- Identity Verification – Know-your-customer process provided by Mangopay or Veriff. Legal documents uploaded through the platform never touch Promoty servers and are handled by Mangopay according to Mangopay terms and conditions.
- Mangopay – Payment and compliance gateway used by Promoty. By agreeing to these terms and conditions you also agree to Mangopay’s terms and conditions seen HERE.
- Contract – Contract between the User, the Customer and Promoty which will be considered concluded according to the terms listed in these Terms and Conditions.
- Web Platform – Web page promoty.eu /promoty.fi /promoty.lv/ promoty.io / promoty.ee / promoty.lt / promoty.se / promoty.no / promoty.dk / promoty.nl and all its functionality in all subdomains and subdirectories.
- Promoty Credit – Digital representation of the user’s and customer’s balances.
- Promoty discount – A type of discount that can be given by Promoty that can be applied to pay the Promoty fee or subscription fees only. For example, if 50€ of Promoty discount is given and there are two offers that it will be applied to, one with a payout of 8€ with a fee of 2€ and another product offer with a payout of 0€ and a fee of 10€ then the total cost would be only 8€ and 12€ of Promoty discounts will be used with a remaining balance of 38€. If discount is not applied, then the total cost would be 20€. The aim is to provide discounts to customers and users.
- Terms and conditions – These Terms and Conditions of using Promoty web platform, which are compulsory to all Users and Customers accessing the Web Platform.
- Intellectual Property – any existing or future intellectual and industrial property rights anywhere in the world including any copyright and related right, design right, design, service mark, and any other rights of a similar nature. For the avoidance of doubt, Intellectual Property includes photos, videos as well as audio works.
Goal of these Terms and conditions
- The goal of these Terms and Conditions is to regulate the communication and logistics of the User and Customer of the Promoty marketplace and the licensing regulation of the Promoty marketplace. Customers pay for services and Intellectual Property through Promoty’s payment processor (Mangopay, Transferwise, LHV bank or Stripe) and Promoty pays out to the respective Users as per accepted Offers.
Conclusion of Contracts between Customer, User and Promoty
- The Customer creates a Marketing Campaign and identifies predefined or non-predefined Users who will receive the Request created during the Marketing Campaign.
- The User will show interest in the Request, after reading the campaign terms set out by the Customer, by clicking the intended button to show interest and/or propose their Offer. This indicates a willingness to sell, transfer and license the User’s Intellectual Property shown and/or indicated in the Offer to the Customer. Creating a Candidacy Submission also indicates willingness sell transfer and license the User’s Intellectual Property shown and/or indicated in the Candidacy Submission to the Customer.
- An individual contract between Customer, User and Promoty is considered concluded when the User has either published the Intellectual Property in social media or when the Customer has confirmed the Intellectual Property (in case of a campaign which does not include posts in social media) in accordance with these Terms and Conditions and the Campaign Brief.
- Customers publish Marketing Campaigns, submit Requests and accept Offers through the Web Platform independently and on their own responsibility and free will, are aware of the risks of publishing Marketing Campaigns and accepting Offers and any and all accompanying rights and duties. Customers and Users carry fully responsible for submitting Requests, Offers and Candidacy Submissions and accepting such Requests, Offers and Candidacy Submissions. Promoty accepts no liability in connection with the content, accuracy and suitability of the Requests, Offers and/ or Candidacy Submissions and timely and/ or accurate payouts of Offer Payments (including differences in currencies and timing of transactions).
Duties and Rights of the contract
- The Customer and the User have the right to use the Promoty platform in accordance with the Terms and Conditions only.
- The Customer and User have the duty to follow all laws regarding the use of the Web Platform, either local or international, intellectual property laws and the good will principle. The Web Platform cannot be used for illegal activities and submitting any false, fraudulent, inappropriate, offensive, harmful, violent or sexually explicit content.
- The User has to give access to the media submitted in the Marketing Campaign to the Customer and Promoty upon request after such Offer has been accepted by the Customer. In the case where the User cannot for technical or any reason provide such Intellectual Property to Promoty or the Customer, then Promoty has the right to fine the User in the sum of the respective Offer payment from future Marketing Campaigns.
- Customer and User are responsible for giving accurate information to Promoty and Mangopay.
- The User has the right to cancel an Offer before it is accepted by the Customer thus forfeiting the Offer Payment.
- The User has to remove the any submitted content included in Offers and/ or Candidacy Submissions from their social media channels upon the request of the Customer or Promoty.
- The Customer does not have an obligation to accept any Offers or Candidacy Submissions if that is their decision.
- The Customer has the right to request changes from the User at any time before the Offer has been accepted by the Customer.
- If a User or a Customer does not agree with the new changes, they are entitled to terminate their agreement with Promoty by deleting their Marketer or Author Account completely from the Web Platform.
- Promoty will reserve the right to decide which Campaigns are appropriate to conduct and may obstruct any Campaigns from being published.
- Promoty will reserve the right to decide which Offers and/ or Candidacy Submissions are appropriate to present to the Customer and may reject any content from being uploaded to Promoty.
Promoty Marketing Campaign marketplace service description
- Customer creates a Marketing Campaign Brief on the Web Platform with the desired terms and target audience.
- If a Customer pays to Promoty, then the recipient will be Mangopay, or in certain cases Promoty, in the case where the User will be paid an Offer Payment. In such a case the money will be stored on Mangopay according to Mangopay terms and conditions and the payout will be made to Users who have gone through the Mangopay KYC process. The User will generate earnings as a result and is responsible for declaring all earnings according to local law (in Estonia according to KMS § 11 lg 1) and any and all taxes or state fees (including, but not limited to any local and international taxes and fees such as VAT, income taxes and/or social benefits taxes, if applicable). Promoty is not responsible for the declaration of User earnings to tax agencies in any local countries on the User’s behalf. Promoty’s revenue is the fee for the total transaction plus VAT on that fee.
- Customer can pay for Requests in a Marketing Campaign using the means and methods provided in the Web Platform.
- The Requests are sent to Users defined in the Campaign Brief.
- The Users will submit Offers in response to Requests according to the Brief and the respective Offer Payment is paid to Promoty or into Mangopay by the Customer at the end of the month, unless agreed otherwise between the Author and the Customer in the Web Platform (such as the chat function).
- If the Customer paid into Mangopay then Mangopay will pay out to the User when all Mangopay terms are met and Mangopay receives the payment time from Promoty.
- Promoty defines the time of the payout to the Users.
- Promoty gets the Promoty software usage license fee for every completed Request, even if the Request is completed partially. In this case, Promoty fee is reduced proportionally to reflect only the part of Request or Campaign successfully completed.
- The content submitted in an Offer for a Campaign that has been accepted by the Customer must be kept on the User’s social media channels at minimum until the time specified in the Request or Campaign Brief.
- Customer cannot use Promoty to do marketing for Promoty’s competitors, Promoty will reserve the right to decide who is Promoty’s competitor.
- The Intellectual Property submitted by the User in an Offer or Campaign Submission has to be owned and created by the User. The User is not allowed to submit 3rd party content without prior written approval from the original owner which Promoty and/ or Customer are able to inspect upon request.
- Both the Customer and the User agree that they do not discuss or negotiate other terms outside of Promoty during the Campaign, unless it is related to the transport of goods or products related to the Marketing Campaign. Failing to comply with this point will incur a fine of 100€ for every incident and/or the removal of the Customer and/or User from the platform.
- Payouts consist of Offer payments.
- The User may be paid in two ways: monetary and goods/services.
- Monetary payouts are handled by our partner Mangopay or by Promoty.
- By paying the Payout to the User, Promoty acquires Intellectual Property for its own purposes or in order to resell it to the Customer.
- Users under 18 years of age are not able to get monetary payouts but they can collect their Offer payments on their Mangopay wallet or in Promoty and receive the payout once they turn 18 and fill all terms required by Mangopay or Promoty or via their legal guardian as specified below. They are able to receive goods/services.
- Users under 18 years of age can add a legal guardian to their account and if the legal guardian completes Identity Verification in MangoPay, then they are able to receive the earnings of that User.
- Goods/services payouts are handled by the Customer, Promoty provides shipping details.
- Promoty has the right to expire unclaimed payments after 1 year of no activity and failure to complete the Veriff KYC process or Mangopay KYC process. Unless the User is under 18 years old, in which case the payments shall be held until the User turns 18 years old.
- Payout time and the currency are defined by Promoty. The default currency is Euro (€).
- The User is responsible for the income and other taxes that they have to declare. If the income earned by the User is irregular and cannot be considered as entrepreneurship under local regulation then the User is responsible for the income and other taxes that they have to declare locally. The User agrees to take all tax responsibility.
- If the income earned by the User is regular and can be considered as entrepreneurship, the User is obligated to register their legal entity in their Author account. The User will then invoice Promoty (or Promoty will generate an invoice on behalf of the user) for the Payouts. The User agrees to ensure all international tax-related matters are correctly configured.
Termination of the contract
- The contract between Customer, Promoty and User terminates after the Marketing Campaign ends and the Offer Payment has been conducted.
- If a Customer or a User deletes their account on Promoty then the remaining credit will be refunded, if refund is not possible within 1 month due to failed KYC, no contact or any other reason Promoty will claim the credit as revenue. If the closing of the account is related to breach of these Terms and Conditions, Payment Terms or MangoPay Terms, no refund will be made.
- Promoty has the one-sided right to terminate the contract if the User or the Customer does not comply with these Terms and Conditions.
Intellectual Property rights
- Both the Customer and the User understand that Promoty’s web platform constitutes as Intellectual Property which is owned by Promoty. The Intellectual Property on Promoty’s web platform cannot be used by the User or the Customer without Promoty’s prior consent. If a party breaches this obligation, then the breaching party must compensate for all the damages caused to Promoty.
- The Customer and the User have no right to use or replicate Promoty trademarks, logos, design solutions, technical solutions or other media covered by intellectual property rights, or to use or replicate similar elements whose rights belong to 3rd parties and are displayed on the Promoty web platform and website.
- No automated crawlers/robots or data mining on the web platform is allowed unless you have an explicit written consent from the management of Promoty.
- Upon acceptance of the Offer or Candidacy Submission by the Customer, the User assigns to the Customer and Promoty with full title guarantee all Intellectual Property contained in relevant Offer or Candidacy Submission. All Intellectual Property in the Offer or Candidacy Submission constitutes Customer’s and Promoty’s exclusive property. In the event or to the extent that such rights cannot be assigned, the User hereby grants to Customer and Promoty an irrevocable, perpetual, exclusive and royalty-free right to use the Intellectual Property contained or referred to in the Offer and/ or Candidacy Submission, including the right to grant any third parties the right to use such Intellectual Property, including the right to commercialize such Intellectual Property without limits and any further payments or benefits to the User as specified further in these Terms and Conditions. In the event that the Customer does not pay out the Offer Payment as agreed in the Campaign, the Intellectual Property is transferred back to the User in full, all licenses given under these Terms and Conditions terminate automatically and neither the Customer nor Promoty have any rights to such Intellectual Property transferred back to the User.
- On request and without further payment the User will do everything necessary to give effect to the assignment of the Intellectual Property rights to the Offer/ Candidacy Submission and/or use of the Intellectual Property by Customer and Promoty and will sign any agreements, assignment confirmations or other documents or take any other measures necessary to ensure that Customer and Promoty are fully able to commercially exploit Intellectual Property as specified in the Campaign in case of Customer and for online advertising in case of Promoty. For avoidance of doubt, Promoty Web Platform is intended to transfer Intellectual Property for the purposes of use in social media by the Customer.
- In case the Customer wants to use the Intellectual Property outside of its social media accounts or digital marketing, for example for offline, TV or other such advertising, a separate Intellectual Property transfer needs to be completed and fees and terms for such transfer of Intellectual Property will be agreed separately between the Customer and the User on the Web Platform, Promoty fee will be added as customary.
- The User warrants that:
- it is entitled to assign the Intellectual Property;
- where the User would not otherwise be the first owner of the Intellectual Property, it has
obtained a written and valid assignment of all existing and future Intellectual Property to the User prior to assigning such Intellectual Property to Customer and Promoty;
- to the fullest extent permissible by law, it waives all the statutory moral rights to the Intellectual Property; and
- it will provide to Customer and Promoty with a copy of all relevant documents evidencing compliance with this.
- Breach of these Intellectual Property clauses by the User are deemed a material breach of these Terms and Conditions and upon any evidence of such breach, Promoty is entitled to terminate any existing contracts with the User and the User agrees to immediately pay back to the Customer and/ or Promoty any Offer Payments or any other payments made to the User under these Terms and Conditions.
- After receipt of Intellectual Property to the Offer/ Candidacy Submission in accordance with these Terms and Conditions, the Customer is entitled to use the Intellectual Property as described in the Marketing Campaign, which includes right to use Intellectual Property on the Customer’s social media accounts and in digital marketing, but not in offline marketing (including TV marketing or advertisements). The Customer is entitled to assign Intellectual Property within its Group or to its partners and agents for use on the Customer’s social media accounts, as well as in digital marketing. The Customer is entitled to edit the Intellectual Property if needed.
- After receipt of Intellectual Property to the Offer/ Candidacy Submission in accordance with these Terms and Conditions, Promoty is entitled to use the Intellectual Property on its website and online advertisements, in its social media, online and/ or digital marketing campaigns and marketing materials as it sees fit. Use of Intellectual Property in any offline or TV marketing or advertising campaigns needs to be agreed and paid separately.
- Promoty is not responsible for any economical, physical, mental or reputational damage that might occur regarding Customers or Users. Promoty is not responsible for the accuracy or validity of any information or content provided by the Customers or Users.
- However false user account statistics with the intent to fraud Customers is considered cyber crime and will be reported accordingly if detected with a high degree of certainty.
- The Customer and User are obliged to maintain and use the Web Platform as it is intended with good will.
- Promoty is meant for Users that are over 13 years old (included). Promoty does not take responsibility for the actions of Users under the age of 13 who may have gained access to the platform through presenting false information.
- Where the User is below the age of 18 years (but above 13 as set out above), the User may use the Web Platform only if and to the extent that consent is given or authorized by the holder of parental responsibility over the child by sending a signed letter of consent to [email protected] Adding a legal guardian to the account and completing Identity verification also counts as consent.
- The User is responsible for any Intellectual Property, information and content submitted in an offer.
- The Customer is responsible for the contents of the Marketing Campaign. It is the Customers responsibility to verify that the Marketing Campaign is in compliance with local marketing and advertising laws, regardless if Promoty accepts the marketing campaign or not. If a fine is issued to Promoty due to the activity of a Customer, the Customer agrees to immediately reimburse the fine to Promoty in full upon request. In the case Promoty is fined as a result of a Customer’s activity, the Customer is contractually fined by breaching these Terms & Conditions in the same amount as the fine issued to Promoty. Promoty is entitled to deduct any fines issued to Promoty due to the activity of a Customer from any credits, advance payments or other payments that the Customer has provided to Promoty prior to Promoty receiving such fine or payments that the Customer is providing Promoty after the fine is issued.
- Promoty is not responsible for the Intellectual Property submitted in Marketing Campaigns nor the appropriate marking of such content as advertising or following any local advertising laws by the Users such as, but not limited to advertising restrictions on alcohol, tobacco, gambling, health and medical services and products, financial services and/or any other services and products with locally or internationally restricted advertising regime. The User is responsible for marking the content as advertising or otherwise as required in accordance to local laws (in addition in any social media, content has to be marked with hashtag #ad or “paid partnership with ‘brand name’ ” or with an alternative regulated by local law) and for following any and all local and international requirements, regulations and legislation restricting advertising. Promoty is created for communication between the User and the Customer and does not take part in the Intellectual Property submission or posting process. If a User or a Customer is fined for breaking content marking laws, they are obliged to pay the fine in full and if Promoty is fined as a result of a User’s or Customer’s activity, the User and/or Customer at fault agrees to immediately reimburse the fine to Promoty in full upon request. Additionally, the User or the Customer will be contractually fined for the same amount as the fine issued to Promoty. Promoty is entitled to deduct any fines issued to Promoty due to the activity of a Customer from any credits, advance payments or other payments that the Customer has provided to Promoty prior to Promoty receiving such fine or payments that the Customer is providing Promoty after the fine is issued.
- Promoty has the right to use and present all data and statistics (including spend) in marketing campaigns for marketing and sales processes.
- Promoty web platform has the ability to display links, Promoty is not responsible for the content referred to in the links.
- In the case a Customer creates a Marketing Campaign and does not pay for the Requests that have been completed, then the Customer is responsible for the User not receiving a payout and/or delays caused in payouts.
- The law of the Republic of Estonia will apply to this contract, if not otherwise required by local laws. In case local laws apply, then only to the extent strictly required under local legislation. Under no circumstances are local laws applicable if the User/ Customer are legal entities.
- Any dispute arising from this contract will be solved through discussions between the parties. If discussions cannot produce a result, then respective parties can turn to the Harju Maakohtu (Harju Court) in Estonia.
- Promoty is unilaterally entitled to suspend any User or Customer account without prior notice or explanation if the Customer or User has violated Terms of Service, is a threat to the availability, integrity or security of the web platform and/or has submitted false, fraudulent, inappropriate, harmful, offensive, violent or sexually explicit content.
- If any of the points in the Terms of Conditions become not applicable or enforceable then the rest of the points are still legally binding.
- Customer’s or User’s comments and suggestions about Promoty’s quality and improvement are welcome, please write to us at [email protected]