Website and App Terms of Service

CONTRACT

Welcome to Kindred Soul Limited ("Kindred") which is provided by [Insert Company Name]. You are reading the terms of service (the "Terms") which govern the relationship and serve as an agreement between you and us and set forth the terms and conditions by which you may access and use our website and application (the "App") (collectively the "Services").

  1. For the purposes of these Terms, “you” and “your” means you as the user of the Services. You acknowledge and agree that these Services are provided for commercial purposes. If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity; (b) you represent and warrant that you are an authorised representative of the business or entity with the authority to bind the entity to these Terms and that you agree to these Terms on the entity’s behalf; and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your entity.
  2. Kindred may modify these Terms from time to time to reflect changes in law or modifications or updates to the Services. Changes will not apply retrospectively and, unless a change is required immediately for legal or security reasons, notice of the change shall be provided a reasonable time prior to the change taking effect.
  3. The Terms form a legally binding agreement between you and us. Please take the time to read them carefully. Your continuing visits, access, or use of our Services reaffirms your acceptance and agreement in each instance. If you do not agree to these Terms, do not register, visit, access, download or use our Services. You can terminate these Terms at any time by closing your user account and no longer visiting, accessing or using our Services.

ELIGIBILITY AND REGISTRATION

  1. The Services are intended solely for users who are sixteen (16) years old (or the age of majority in your country if it is higher than 16). If you are under 16 (or, if higher than 16, the age of majority in your country) and access the Services, you are in breach of these Terms. By registering for an account with Kindred, you represent and warrant that you are at least sixteen (16) years old or over the age of majority in your country of residence.
  2. You agree to provide complete and accurate information when you register for the Services and you agree to keep such information accurate and complete during the time that you use the Services. You are solely responsible for maintaining the confidentiality of your username and password. You agree to notify Kindred immediately of any unauthorised use of your account.

SERVICES AND UPDATES

  1. You acknowledge and agree that your use of the Services may be subject to additional terms of service. If you are utilising the Services as an Advocate, please review the following Advocate Terms. If you are utilising the Services as a Brand, please review the following Brand Terms.
  2. Kindred may, from time to time, change the Services and any aspect of the Services if required necessary for security or legal reasons, to ensure the functionality of the Services or to reflect advancements in technology or to enhance the features for our users. You hereby consent to automatic updates to the Services installed on your computer.
  3. You acknowledge and agree that your functionality of Kindred may be restricted, and may cease, if you do not upgrade to new versions of the Service available.
  4. You are responsible for all data fees, rates, and charges of your mobile device carrier which may be incurred during your use of the Services.

RIGHTS AND RESTRICTIONS ON USE

Your Access to and Use of the Services

  1. You agree not to copy our Services, circumvent our security, or otherwise engage in prohibited conduct.
  2. You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Kindred is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our website pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by Kindred. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Kindred or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilising Kindred’s name or trademarks without our express written consent.
  3. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
  4. You agree you will not reverse engineer, disassemble or decompile any part of the Service, Kindred prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder.
  5. You shall not distribute, licence, transfer or sell in whole or in part, any of the Services or any derivative works thereof.
  6. You agree to be bound by any application, forum, or specific rules published within the Services.
    Your Relationship with Third Parties using the Service
  7. Kindred connects Advocates and Brands to facilitate content sharing for conscious consumers. Kindred does not accept any liability for the actions of the advocates and brands using the Service. Kindred makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services advertised, offered, or provided by any Brand, statements made by any Influencer, or other individual, company, or service provider utilising the Services or featured on the Services and assumes no liability related thereto.

YOUR CONTENT

  1. You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.
  2. You grant to Kindred a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform, publicly display, archive, and otherwise use and exploit such Content, in whole or in part, in any manner, medium, or form, whether now known or hereinafter devised, as Kindred sees fit in its sole discretion, and includes without limitation use for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to Kindred the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the Kindred brand. You further grant to Kindred all rights necessary to facilitate your use of a third party’s website, app or services that require syndication or other use of your Content in connection with Kindred.
  3. KINDRED IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM OR IN CONNECTION WITH, THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT THAT YOU VOLUNTARILY SUBMIT THROUGH THE SERVICES IN AREAS THAT OTHERS CAN VIEW, COPY AND USE.
  4. You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything Kindred, in its sole discretion, determines to be offensive or:
    1. impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
    2. promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, or IS otherwise objectionable;
    3. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    4. you do not have the right to disclose under contract or applicable law;
    5. contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
    6. involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails — “spam”;
    7. uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
    8. other than pursuant to a Brand Agreement or Advocate Agreement, engages in advertising or other solicitation activities such as pyramid schemes, contests, or sweepstakes unless you have specific prior agreement with Kindred;
    9. includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
    10. violates or encourages or facilitates the violation of any applicable local, state, national or international law.

Violating these terms may lead to you being immediately and permanently banned, with notification to your Internet Service Provider if deemed necessary.

LINKS TO THIRD PARTY SITES

  1. The Services may contain links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that Kindred is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. Kindred is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by Kindred. If You decide to access any Linked Technologies, then You do so at your own risk.

SERVICE AVAILABILITY AND TERMINATION

  1. Kindred may suspend or terminate Your use of the Services with or without cause or notice to You, including, without limitation, if Kindred believes that You have violated or acted inconsistently with these Terms.
  2. We may, but do not promise to store or keep any content that you have provided, liked or posted.
    KINDRED SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH ANY SUCH DISCONTINUATION OF SERVICES (INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT).

OWNERSHIP OF INTELLECTUAL PROPERTY

  1. Kindred own our intellectual property and only provide You a limited license to use our Services per this Agreement. You do not acquire any ownership rights by using our Services.
  2. Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by Kindred and are protected by law from unauthorised use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. Kindred, the Kindred logos, and all designs are trademarks and/or trade dress of Kindred and may not be used without the express written permission of Kindred. All other trademarks appearing on the Services are the property of their respective owners.

EXPORT CONTROL

You agree to comply with all export laws.

  1. You agree to comply with all UK, U.S. and other foreign export laws regarding the importation and exportation of goods and services. You represent and warrant that: (i) you are not located in any country to which the United States has embargoed goods or has designated as a “terrorist supporting” country; and (ii) you are not listed on any United States list of prohibited or restricted parties.

FEEDBACK AND IDEAS

  1. All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to Kindred in connection with the use of the Services shall be the exclusive property of Kindred. Such Ideas will be non-confidential and Kindred shall have no obligations to you, contractual or otherwise. You agree that Kindred may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to You.

DIGITAL MILLENNIUM COPYRIGHT ACT

  1. If you believe that your copyright has been infringed by a third party on our Services, then please follow this take down procedure.
  2. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third-party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim.
  3. You may notify us of alleged infringement of intellectual property rights by contacting our Designated Agent at: Email:contact@kindredteam.com
  4. Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.
  5. Please do not send any other communications to the Designated Agent, who is appointed solely for the purposes of receiving notices of copyright claims under the DMCA.

LIMITATION OF LIABILITY

KINDRED’S LIABILITY TO YOU IS NOT LIMITED OR EXCLUDED TO THE EXTENT THAT SUCH LIABILITY CANNOT BE LIMITED OR EXCLUDED IN ACCORDANCE WITH APPLICABLE LAW. KINDRED WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, ARISING OUT OF INTERRUPTION TO THE SERVICES OR ANY CONTENT POSTED PURSUANT TO THE SERVICES. ADVOCATES AND BRANDS ARE LIABLE FOR THEIR OWN ACTS AND OMISSIONS AND KINDRED DOES NOT ACCEPT ANY LIABILITY ON THEIR BEHALF. THE TERMS OF THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THESE TERMS.

CHOICE OF LAW, VENUE, CLAIM RESOLUTION AND CLASS ACTION WAIVER

The laws of England and Wales, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the English courts.

APPLE TERMS

If you downloaded the App from Apple’s App Store, then please review these additional terms.

The following addresses certain matters with respect to Apple Inc. (“Apple”) and/or the so-called “Usage Rules” set forth in Apple’s App Store Terms of Service (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html, and last visited February 7, 2017) as of the effective date hereof (“Apple’s Usage Rules”):

Acknowledgement. The Parties hereby acknowledge that:

  • this Agreement is between the Parties only, and not with Apple;
  • Apple is not responsible for the Website, the App, or the content thereof;
  • Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;
  • Apple has no warranty obligations, whether express or implied;
  • Apple is not responsible for addressing any claims you or any third party have or may have relating to any of the Apps or your possession and/or use of any of the Apps, including, without limitation, (i) product liability claims, (ii) any claim that such Apps fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer production or similar legislation, and (iv) intellectual property infringement claims;
  • this Agreement’s usage rules for the Apps are not intended to be less restrictive than Apple’s Usage Rules;
  • Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement; and
  • Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof. Amended Scope of Limited License — The App. If you download, access, or use any of the Apps from or through Apple’s App Store, then the limited license granted to you hereunder with respect to such Apps (see section 2(c) above) is hereby amended to add the following restriction: you may not use such Apps on any device other than the Apple-brand device (e.g., iPhone, iPod Touch, iPad) that You own or control, or in any manner that is contrary to Apple’s Usage Rules.

GENERAL TERMS

  1. Assignment. Kindred may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without Kindred’s written consent.
  2. Force Majeure. Kindred shall not have any liability for any failure to perform obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of Kindred or such other party.
  3. Waiver/ Severability. If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore. Kindred’s failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.

Contact Us.

If you need to contact Kindred about these Terms or the Services, please do so by contacting:

All notices will be sent to:

Kindred Soul Limited

PEM, Salisbury House,

Station Road, Cambridge, CB1 2LA

Email: contact@kindredteam.com

ATTN: Legal

Effective date: 04 September 2019

Terms for Brands

Kindred Terms of Use (Brand)

Current version of these Terms of Use dated 28.09.2019

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE “REJECT” BUTTON BELOW.

If you are accepting these terms on behalf of a business or entity, then “you” and “your” includes you and that business or entity, and you represent and warrant that you are an authorised representative of the business or entity with the authority to bind the entity to this Agreement and that you agree to these Terms on the entity’s behalf.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We, Kindred Soul Ltd (“Kindred)” of PEM, Salisbury house, Station road, Cambridge CB1 2LA license you to use:

  • The application software (the Kindred Platform) and any updates or supplements to it;
  • any related online documentation (Documentation).
  • The service you connect to via the Kindred Platform we provide to you (Service).

as permitted in these terms.

By using the Kindred Platform You agree to accept these Terms of Use perform certain services on and subject to the terms and conditions set out in this Agreement and the Kindred Website and App Terms of Service. You accept and agree to enter into this agreement on an Non Paid For basis from the date of this Agreement. Kindred shall be entitled to appoint other Brands or Agencies to the Kindred Platform, including those that may be similar or compete with You. Except where otherwise stated, the terms of this Agreement apply to both Brands and Agencies acting on behalf of a Brand. Each Agency accepts it has the authority to bind the Brands to the terms set out herein.

In this Agreement, the following terms have the following meanings:

"Brand" or "Partner" means any organization that enters into the Kindred Brand Terms of Use and places offers or information on the Kindred Platform.

"Agency" means any marketing agency or organization which has agreements with or works with Brands as part of their client base or portfolio.

“Influencer” or “Advocate” means an individual or organisation with a following across one or multiple social media channels with established credibility in a specific industry or area of interest. The Advocate can recommend products or services to this audience by virtue of their authenticity and reach.

“Kindred Month” means November 2019 and each November thereafter brands will offer discounts/offers (worldwide) on the Kindred Platform to Advocates to promote to their audience.

“Kindred Platform” means the affiliate / marketplace where Brands place offer codes for their products and services enabling Advocates to sell to a larger, authentically engaged audience.

“Non Paid For” means the Kindred platform is currently free for Brands to place their products and services. The Brand only pays when something is sold using either a discount code or the kindred link provided by the Brand on the Kindred platform. A dashboard on the platform allows the Brand to track sales alongside a transaction list.

“Paid For” means an Influencer paid (or paid in kind) by a Brand to promote or sell their products/ services as agreed the Brand and Influencer. This existing partnership is separate to a partnership with Kindred. However, a Brand may use their existing Influencer partnership to send out promotional codes using the Kindred Platform.

“Total Transaction Value” means the total net value (not including applicable taxes such as VAT and sales taxes) of any and all sales as per the discount code/s Brands place on the Kindred platform and Advocates have promoted and sold to their audience or Followers.

  1. Kindred will provide You with: (i) free of charge hosting on the Kindred Platform to enable You to make Offers to Influencer’s; and (ii) access to Kindred’s live dashboard that tracks Influencers’ effectiveness including Return on Investment on sales.
  2. By accepting these Terms of Use, You agree that:
    1. You will open a Kindred Brand Account;
    2. Brands will apply a minimum of one (1) Offer per month to the Kindred Platform for Influencers to market on Your behalf with a minimum of 1% commission available to the Influencer which will be based on the Total Transaction Value and will be shared by the Influencer and third parties such as charities;
    3. Kindred works with charity organizations such as Just Giving and Global Giving to distribute payments to the end charity and these organizations will take a fee out of any donation made;
    4. Kindred is not responsible for the use of any donations by any charity or organization;
    5. Brands shall maintain sufficient levels of stock on the items offered to the Influencers;
    6. Brands will ship applicable offered goods to the countries selected for the campaign from a dedicated e-commerce website with the ability to accept ‘voucher codes’ at check out;
    7. Brands will provide 30 day sale or return policy where applicable and Influencer commission will be held by Kindred in escrow for 30 days and will not be paid to Influencers if relevant purchases or part purchases are returned within this period or in the case of fraud;
    8. In addition to the commission paid to the Influencer, Brands will pay Kindred a 5% commission on the Total Transaction Value of all offers when reaching £100/$100/€100 in fees or within 72 hours of transaction date, whichever is sooner.
    9. Kindred acts as a platform to connect You to Influencers but You will enter into a direct relationship with the Influencer and Kindred is not responsible for handling any disputes between You and Influencers or any other third parties (including in relation to payment of commission);
    10. Kindred is not responsible for verifying the accuracy of any bank or payment details provided by Influencers or used by Kindred, Brands or Agencies (including in relation to the payment of commission);
    11. Influencers, Brands and Agencies are responsible for accounting for and paying all applicable local taxes (including but not limited to VAT and any local sales tax’s), Kindred will be acting in a ‘collection agent’ capacity as far as any amounts due to the Advocates are concerned. The supply for VAT purposes is from the Advocate to the Brand and so it is for the Advocate to account for any VAT that may be due. The underlying supplies are from the Advocate to the Brand. and the amount of commission paid to Kindred (5%), shall, where applicable, be exclusive of VAT and any local sales tax’s and VAT shall be added as an additional amount.
  3. Kindred Referral System: Kindred shall provide You with a personalised tracking link (the “Link”) that can be shared by You on social media and directly with your contacts, customers and followers (such as Influencers). If a contact or follower uses the Link and signs up to the Kindred Platform or Service using the Link then any and all sales related to this contact or follower shall entitle You to a one percent (1%) commission on all sales transactions by that direct contact or follower payable by Kindred from its 5% brand commission as a credit against Your account balance. If this credit is not used on the Kindred Platform and is withdrawn after three (3) months, this will be paid as a gross amount inclusive of any local taxes (including but not limited to VAT and local sales tax’s). Any commission payable in accordance with this Clause shall be valid for twelve (12) months from the date you accept these Terms of Use. Kindred retains the right, without notice or liability, to change or remove this feature at any time.
  4. Brands will use all reasonable efforts to ensure their Paid For Influencers are signed up to and use the Kindred Platform to promote your Offers, goods and services by requesting an invitation link from Kindred in advance. Agencies must use all reasonable efforts to ensure their talent rosters are signed up to and use the Kindred Platform by requesting an invitation link from Kindred in advance.
  5. Kindred shall offer the Brand the opportunity to undertake a Closed Offer to selecteded Influencers, which involves Brands offering specific campaigns/offers privately to selected Influencers which are not available to other Influencers on the Kindred Platform.
  6. The commission payments shall be deducted at source by Kindred and brands will see a transaction history setting out the Total Transaction Value and commission applied by Kindred. Kindred may require a deposit payment in advance for specific campaigns to ensure efficient payments to Influencers. Payment of any deposit shall be agreed by the Parties and may be made by invoice, transfer, PayPal or card.
  7. Kindred shall use commercially reasonable endeavours to make the Kindred Platform available 24 hours a day, seven days a week, except for any periods of unscheduled maintenance, which Kindred will endeavour to perform outside of normal business hours in the UK (9am-5pm GMT on weekdays, excluding public holidays in England & Wales).
  8. Kindred is not liable for any failure to make the Kindred Platform continuously available but shall use all reasonable efforts to ensure the Kindred Platform is available as soon as possible following any unscheduled maintenance or downtime. In the event of any interruption to the availability of the Kindred Platform, Kindred shall seek to provide support to Brands and Advocates as soon as is reasonably possible.
  9. In consideration of Kindred entering into this Agreement, You grant to Kindred with effect from the date of signature of this Agreement, a non-exclusive, royalty free license to use any content from Your website, Your stock photography and other content provided by You from time to time on Your website and other on and offline channels. Kindred may use Your corporate logo and/or branding where you give your prior written consent to do so.
  10. You may only use the Kindred logo and any other Kindred intellectual property with the prior written consent of Kindred.
  11. It is expressly agreed that Kindred shall have no liability whatsoever in respect of the provision of the Kindred Platform by You to anyone. Kindred is not liable for any content You provide on the Kindred Platform or which you publish in relation to Kindred or Brands (including on social media channels) and You accept that Kindred does not publish any content on behalf of the Brand or own any of the content you publish. You further agree to indemnify Kindred against any claims made by any person against Kindred in respect of any loss or damage caused directly or indirectly by the use of the Kindred Platform.
  12. While this Agreement is in force and for a period of one year following termination of this Agreement, you and/or Your group companies and/or affiliates of what-so-ever nature shall not, in any manner, solicit and/or accept any business relationship from sources (such as Advocates) that have been made available to You/Your affiliates by and through Kindred, nor in any manner shall access, contact, solicit and/or conduct any transaction with said sources, otherwise than exclusively in accordance with this Agreement. All communication with any such sources shall take place exclusively through the Kindred Platform.
  13. Each party shall keep confidential the existence and terms of this Agreement and all information receiving or obtained as a result of negotiating, preparing, executing, performing or implementing it which relates to the other party or any of its affiliated companies, or any of its clients, agents or subcontractors acting on its behalf. Neither party shall use such information for any purpose other than to perform its obligations under this Agreement. Notwithstanding the foregoing, either party may, after consultation with the other party (wherever practicable), disclose confidential information if and to the extent: (a) required by law; (b) required by its professional advisers, officers, employees, subcontractors or agents to provide their services subject always to similar duties of confidentiality); or (c) that information is in or has to come into the public domain through no fault of that party; or (d) the other party has given prior written consent to the disclosure.
  14. Kindred processes personal data in accordance with the Kindred Privacy Policy. The parties each warrant that they shall comply with any applicable data protection, privacy or similar laws (“Data Protection Laws”), including but not limited to, the Data Protection Act 2018 and the General Data Protection Regulations (GDPR), that apply in relation to any personal data in connection with this Agreement (“Protected Data”). In particular, You shall obtain all necessary consents to the processing of personal data so far as may be necessary for the purposes of this Agreement, including without limitation the disclosure of such personal data to Kindred or any third parties with whom You may share personal data for the purposes of fulfilling Your obligations under this Agreement. Each party shall indemnify the other and keep the other indemnified against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements on a full indemnity basis) losses and damages arising from or incurred by reason of any wrongful processing of any Protected Data.
  15. You are responsible for the security of any card holder data (credit or debit) provided to You by any means (orally, electronically, offline or via paper based records). In accordance with PCI guidelines, You will monitor your PCI DSS compliance. Kindred reserves the right to terminate the Agreement with immediate effect should Your security procedures not meet applicable standards or should PCI Compliance not be met and/or maintained.
  16. The Agreement shall come into effect from the first use of the Kindred Platform and the acceptance of these Terms of Use and shall continue until terminated by either party on one month’s written notice to the other party.
  17. In the event that this Agreement shall expire or be terminated in accordance with its terms, Kindred agrees that it will cease to offer the Kindred platform or other benefits to You. You agree that in the event that this Agreement is terminated that you shall continue to honour the outstanding existing Offers made available to Influencers.
  18. No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
  19. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  20. This Agreement and (any documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.
  21. Any notice or other communication to be given under this Agreement shall be in writing and shall be sent by email to contact@kindredteam.com
  22. You shall not, without the prior written consent of Kindred party, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement. Kindred has the right to assign, transfer, charge, mortgage, subcontract or deal in any other manner with its rights and obligations under this Agreement at any time. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  23. Kindred owns any and all intellectual property relating to the Kindred Platform that includes the mobile application (App), the copyright, patents, know-how, trade secrets, design rights, database rights, topography rights, mask works, utility models, domain names and all similar rights and in each case: (i) whether registered or not; (ii) including any applications to protect or register such rights; (iii) including all renewals and extensions of such rights or applications; (iv) whether vested, contingent or future; (v) to which the Party licensing those rights or its licensor are or may be entitled; and (vi) wherever existing.
  24. The Parties agree that the provisions of this Agreement are personal to them and are not intended to confer any rights of enforcement on any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
  25. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
  26. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Terms for Advocates

Kindred Terms of Use (Advocate)

Current version of these Terms of Use dated [ ˜ ] 2019

PLEASE READ THESE LICENCE TERMS CAREFULLY

BY CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.

IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE “REJECT” BUTTON BELOW.

WHO WE ARE AND WHAT THIS AGREEMENT DOES

We, Kindred Soul Ltd (“Kindred)” of PEM, Salisbury House, Station Road, Cambridge, CB1 2LA license you to use:

  • The application software (the Kindred Platform) and any updates or supplements to it; and
  • The service you connect to via the App we provide to you through it (Service)

as permitted in these terms.

By using the Kindred Platform You agree to enter into this agreement and accept these Terms of Use and to perform certain services on and subject to the terms and conditions set out in this Agreement and the Kindred Website and App Terms of Service. Kindred shall be entitled to appoint other Advocates to the Kindred Platform.

In this Agreement, the following terms have the following meanings:

“Brand” or “Partner” means any organization that enters into the Kindred Brand Terms of Use and places offers or information on the Kindred Platform.

“Influencer”, “Advocate” “You” means any individual or organisation with a following across one or multiple social media channels with established credibility in a specific industry or area of interest. The Advocate can recommend products or services to this audience by virtue of their authenticity and reach.

“Kindred Month” means November 2019 and each November thereafter brands will offer discounts/offers (worldwide) on the Kindred Platform to Advocates to promote to their audience.

“Kindred Platform” means the affiliate / marketplace where influencers, Brands and Partners place offer codes for their products and services enabling advocates to sell to a larger, authentically engaged audience.

“Total Transaction Value” means the total net value (not including applicable taxes such as VAT and sales taxes) of any and all sales as per the discount code/s Brands place on the Kindred platform and Advocates have promoted and sold to their audience or Followers.

  1. Kindred will provide You with: (i) twelve months free of charge hosting on the Kindred Platform to enable You to accept offers from Brands and Partners of Kindred using the Kindred Platform;
  2. By accepting these Terms of Use You understand that:
    1. You have opened a Kindred Advocate (Influencer) Account;
    2. Commission earned will be held in escrow for 30 days following Completion of the transaction so as to allow for any returns/refunds processed during that time after which it is payable upon withdrawl;
    3. The percentage of commission paid to You will be based on Total Transaction Value and the percentage of commission as displayed by the Brand and where applicable, as shared between You and third parties such as charities;
    4. Kindred will receive a brand margin commission from the Brand;
    5. Kindred works with charity organizations such as Just Giving and Global to distribute payments to the end charity and these organizations will take a fee out of any donation made;
    6. Kindred is not responsible for the use of any donations by any charity or organization;
    7. Kindred acts as a platform to connect You to Brands but You will enter into a direct relationship with the Brand and Kindred is not responsible for handling any disputes between You and Brands or any other third parties (including in relation to payment of commission);
    8. Kindred is not responsible for verifying the accuracy of any bank or payment details provided by You or used by Kindred or Brands (including in relation to the payment of commission);
    9. If you provide incorrect bank details, Kindred is not responsible for any payments made to those incorrect bank details and have no obligation to assist in the recovery of any funds paid to the incorrect bank; Kindred will be acting in a “collection agency” capacity as far as any amounts due to the advocates from the Brands are concerned; and
    10. You will receive the gross value of commission (including in relation to the referral system) and You are responsible for accounting for and paying all applicable local taxes (including but not limited to Income Tax, VAT etc).
  3. Kindred Referral System: Kindred shall provide You with a personalised tracking link (the “Link”) that can be shared by You on social media and directly with your contacts and followers. If a contact or follower uses the Link and signs up to the Kindred Platform or Service using the Link then any and all sales related to this contact or follower shall entitle You to a one percent (1%) commission on all sales transactions by that direct contact or follower payable by Kindred from its brand 5% commission. Any commission payable in accordance with this Clause shall be valid for twelve (12) months from the date you accept these Terms of Use. Kindred retains the right, without notice or liability, to change or remove this feature at any time.
  4. You will use all reasonable efforts to ensure You are signed up to and use the Kindred Platform to promote Brand and Partner Offers, goods and services.
  5. You are solely responsible for all content you produce and display further to your arrangement with a Brand. Kindred is not responsible for and expressly disclaims any liability arising from or in connection with the use or disclosure of any information, communication or content that your produce, display or otherwise disseminate further to your agreement with a Brand.
  6. Commission payments shall be deducted at source by Kindred acting as a collection agent.
  7. Kindred shall use commercially reasonable endeavours to make the Kindred Platform available 24 hours a day, seven days a week, except for any periods of unscheduled maintenance, which Kindred will endeavour to perform outside of normal business hours in the UK (9am-5pm on weekdays, excluding public holidays).
  8. Kindred is not liable for any failure to make the Kindred Platform continuously available but shall use all reasonable efforts to ensure the Kindred Platform is available as soon as possible following any unscheduled maintenance or downtime. In the event of any interruption to the availability of the Kindred Platform, Kindred shall seek to provide support to Brands and Advocates as soon as is reasonably possible.
  9. Kindred processes your personal data in accordance with the Kindred Privacy Policy. In consideration of Kindred entering into this Agreement, You understand that Kindred will use any of Your user data provided by You to Kindred for use on the Kindred Platform and understand that Brands and other third parties (such as agencies) will have access to data relating to your performance and earnings for their accounts/campaigns and any other information reasonably required by them in relation to the Kindred Platform.
  10. You may only use the Kindred logo and any other Kindred intellectual property with the prior written consent of Kindred.
  11. It is expressly agreed that Kindred shall have no liability whatsoever in respect of the provision of the Kindred Platform by You to anyone. Kindred is not liable for any content You provide on the Kindred Platform or which you publish in relation to Kindred or Brands (including on social media channels) and You accept that Kindred does not publish any content on Your behalf or own any of the content you publish. You further agree to indemnify Kindred against any claims made by any person against Kindred in respect of any loss or damage caused directly or indirectly by You in Your use of the Kindred Platform.
  12. Nothing in this Agreement or the use of the Kindred Platform creates any employment or agency relationship between You and Kindred or between You and Brands.
  13. You are responsible for complying with all applicable laws to include marketing and consumer rights legislation. You will further ensure that any content used on any social media or on the Kindred Platform fully complies with applicable laws.
  14. While this Agreement is in force and for a period of one year following termination of this Agreement, you and/or Your affiliates of what-so-ever nature shall not, in any manner, solicit and/or accept any business relationship from sources (such as Brands) that have been made available to You/Your affiliates by and through Kindred, nor in any manner shall access, contact, solicit and/or conduct any transaction with said sources, otherwise than exclusively in accordance with this Agreement. All communication with any such sources shall take place exclusively through the Kindred Platform.
  15. Each party shall keep confidential the existence and terms of this Agreement and all information receiving or obtained as a result of negotiating, preparing, executing, performing or implementing it which relates to the other party or any of its affiliated companies, or any of its clients, agents or subcontractors acting on its behalf. Neither party shall use such information for any purpose other than to perform its obligations under this Agreement. Notwithstanding the foregoing, either party may, after consultation with the other party (wherever practicable), disclose confidential information if and to the extent: (a) required by law; (b) required by its professional advisers, officers, employees, subcontractors or agents to provide their services subject always to similar duties of confidentiality); or (c) that information is in or has to come into the public domain through no fault of that party; or (d) the other party has given prior written consent to the disclosure.
  16. The Agreement shall come into effect on the date of your acceptance of these Terms of Use and shall continue until terminated by either party on one month’s written notice to the other party. Kindred may terminate your agreement if you are not active on the Kindred Platform for a period of six (6) months or longer.
  17. In the event that this Agreement shall expire or be terminated in accordance with its terms, Kindred agrees that it will cease to offer the Kindred platform or other benefits to You.
  18. Kindred may modify the terms of this Agreement from time to time to reflect changes in law or modifications or updates to the Services or the Kindred Platform. Changes will not apply retrospectively and, unless a change is required immediately for legal reasons, notice of the change shall be provided a reasonable time prior to the change taking effect.
  19. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
  20. This Agreement and (any documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this Agreement.
  21. Any notice or other communication to be given under this Agreement shall be in writing and shall be sent by email to contact@kindredteam.com
  22. You shall not, without the prior written consent of Kindred, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of your rights or obligations under this Agreement. Kindred has the right to assign, transfer, charge, mortgage, subcontract or deal in any other manner with its rights and obligations under this Agreement at any time. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
  23. The Parties agree that the provisions of this Agreement are personal to them and are not intended to confer any rights of enforcement on any third party. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
  24. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales.
  25. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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