Terms of service
This document constitutes an offer by Ushoo Inc. incorporated in accordance with state legislation of Delaware (hereinafter the “Provider”) to any individual entrepreneur or legal entity (hereinafter the “Merchant”) that agrees to these terms, forming an agreement for the provision of internet-based services under the specified conditions below (hereinafter the “Agreement”). By purchasing any of the services outlined in this Agreement, the Merchant consents to adhere to the terms and conditions set forth herein, including any additional terms, conditions, and policies mentioned or accessible via hyperlink.
Definitions
Agreement – a deal governed by the terms and conditions detailed herein, and in the invoice dispatched to the Merchant, is finalized through the Merchant's acceptance of the offer, signified by the payment of the Provider's invoice. The particular terms of the Agreement will be explicitly established and recorded by the Parties within the invoice.
Applicable law - the law (legislation) of the country of incorporation (registration/location) of the Provider. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA.
Invoice – an invoice issued by the Provider to the Merchant, dispatched through the platform or via electronic communication channels, delineates the primary conditions of the transaction agreed upon by the Parties, including the duration of terms, and financial stipulations, among others. By settling this invoice, the Merchant conveys full and unconditional acceptance (without any amendments or revisions) of the terms specified in both the invoice and the overarching Agreement.
Influencer – an independent third-party individual who partners with the Merchant through the Provider's services. Influencers are typically engaged in marketing initiatives, leveraging their social media presence and audience influence to promote the Merchant's products or services.
Initial mandatory term – the initial mandatory term refers to the specified duration during which the Agreement remains in force, starting from the issuance of the first invoice in the Merchant's name. This term is predetermined and during this period, the Merchant is obligated to comply with the terms of the Agreement, including payment obligations for the duration of this term.
Merchant – the Party entering into the Agreement with the Provider. The Merchant seeks to enhance their marketing strategies, specifically targeting social media audiences, and utilizes the Provider's consulting and management services, as well as the Ushoo Platform, to achieve this goal.
Monthly plan – the monthly plan refers to the specific package of services selected by the Merchant, as detailed in the first invoice issued by the Provider. This plan includes a set of services provided by the Provider, and entails both fixed monthly plan fees and variable commissions based on the Merchant's revenue.
Personal account – a feature provided to the Merchant as part of the Ushoo Platform. This account likely includes access to analytics, sales figures, and other relevant data that help the Merchant track performance and manage their marketing initiatives effectively.
Provider – the party offering consulting and management services to the Merchant within the scope of the Agreement. The Provider is responsible for facilitating the Merchant's marketing reach through the Ushoo Platform, including leveraging partnerships with influencers and providing technological and administrative support.
Reporting period – the specific time frame for which the Merchant's sales are analyzed and commissions are calculated. At the end of each reporting period, the Provider issues an invoice to the Merchant based on the calculated commissions and the monthly plan fees.
Ushoo Platform - a technological framework provided by the Provider under the Agreement. It encompasses tools, features, and administrative support necessary for the Merchant to effectively carry out their marketing initiatives, particularly those targeting social media audiences. The Ushoo Platform likely includes analytics, campaign management tools, and possibly integration with social media platforms or influencer networks.
1. Scope of Agreement
1.1. The Merchant aims to enhance their marketing strategies aimed at social media audiences. The Provider offers consulting and management services to boost the Merchant's marketing reach within these social media audiences.
1.2. Under the terms of this Agreement, the Provider grants the Merchant a non-exclusive, non-assignable, and non-transferable license to access and utilize the Ushoo Platform.
1.3. The Provider delivers consulting and management services via the Ushoo Platform, which encompasses relevant technological features and administrative support for the Merchant. These services are tailored to support marketing initiatives targeting social media audiences, often through partnerships with independent third-party influencers.
2. Acceptance of Offer
2.1. Acceptance of this offer by the Merchant is constituted by the first transfer of funds to the Provider’s account, in accordance with the procedures outlined in this Agreement.
2.2. By making the first transfer of funds to the Provider’s account, the Merchant acknowledges having read, understood and accepted the terms of this offer in their entirety. The Merchant’s acceptance of the offer indicates their agreement to all conditions of this Agreement and any additional terms of interaction with the Provider, as provided in the first invoice offer for payment for the selected Monthly plan. These additional terms and conditions are considered an integral part of this Agreement.
2.3. The scope and cost of services provided to the Merchant, as per the Monthly plan selected under this Agreement, shall remain unchanged during the initial mandatory term of the Agreement, as detailed in the first invoice issued in the Merchant’s name.
2.4. After the expiration of the initial mandatory term of the Agreement, any modifications to the order, scope, cost of services, or other essential conditions of service provision under this Agreement may be unilaterally implemented by the Provider, provided that the Merchant is notified. Such notifications will be conveyed through posting on the specified website link https://ushoo.ai/terms and via an email sent to the Merchant’s designated contact email address.
2.5. Acceptance of any revised version of the Agreement by the Merchant will be signified through subsequent payment of an invoice issued following any amendments to the Agreement. Should the Merchant disagree with the changes, they reserve the right to terminate the Agreement in accordance with clause 3.6. of this Agreement.
2.6. All annexes, amendments, and additions to the Agreement are to be considered an integral and inseparable part of the Agreement.
2.7. By accepting the offer, the Merchant consents to be contacted by the Provider via email and/or phone, using the contact details provided to the Provider for the purpose of being informed about the Provider’s services and operations. The Merchant retains the right to unsubscribe from such communications at any time through specified means, with this consent remaining valid indefinitely throughout the duration of this Agreement.
3. Term of Agreement
3.1. This Agreement shall become effective upon the first receipt of funds into the Provider’s account following the issuance of an invoice in the Merchant’s name.
3.2. The term of this Agreement shall be determined individually for each Merchant and will be clearly stated on the first invoice issued by the Provider to the Merchant.
3.3. In the event the Merchant elects to terminate this Agreement before the expiry of the initial mandatory term as indicated on the first invoice issued in the Merchant’s name, and where such termination is not attributable to any fault on the part of the Provider, the Merchant shall be obligated to make full payment for all remaining months of the term.
3.4. The Merchant shall have the right to terminate this Agreement before the expiry of the term specified on the first invoice in the event of a fault by the Provider. Fault by the Provider is defined as a complete lack of activity, failure to provide technical support or failure to deliver consulting services. In such cases, there will be no refund of funds already paid by the Merchant, but the Merchant shall be released from the obligation to pay for the remaining months of the initial mandatory term.
3.5. Upon the expiry of the initial mandatory term, this Agreement shall automatically extend for an additional period of one month, unless either Party elects to terminate the Agreement. The Agreement shall automatically renew each time unless either Party expresses an intention to terminate it.
3.6. Following the expiry of the initial minimum mandatory term, the Merchant may unilaterally terminate this Agreement by providing the Provider with at least 14 calendar days' notice prior to the end of the current period. If notice is not provided in accordance with this term, the Agreement shall extend for an additional one-month period.
3.7. The Provider may unilaterally terminate this Agreement at any time by giving the Merchant at least 14 calendar days’ notice prior to the end of the current period. No refund of funds already paid shall be made. If the termination by the Provider occurs before the expiry of the mandatory term, the Merchant shall be exempted from paying for the remaining months.
4. Remuneration
4.1. The remuneration payable to the Provider shall comprise two components:
4.1.1. a fixed payment for services as per the selected Monthly plan (hereinafter the “Monthly plan fees”),
4.1.2. and a variable component calculated as a percentage of the Merchant’s revenue for the reporting period (hereinafter the “Commissions”).
4.2. The exact amount of the Monthly plan fees and the Commissions to be paid to the Provider for each Merchant will be established in the first invoice issued by the Provider to the Merchant.
4.3. Based on analytics from the Merchant’s Personal account, the Provider will determine the realized sales for the reporting month and issue an invoice for payment to the Merchant accordingly.
4.4. The Commissions will be calculated monthly and will be due within 10 days from the end of each month. All Monthly plan fees shall be due on the first day of each reporting period.
4.5. All amounts owed by the Merchant under this Agreement shall become due and payable within 10 days of the Merchant's receipt of an invoice issued by the Provider.
4.6. Each invoice issued by the Provider will include the Monthly plan fees for the forthcoming month, the Commissions for the preceding month, and any other expenses necessary to provide the services of the applicable service package, including, but not limited to, the Influencer’s fees. Each invoice shall provide a breakdown of the services rendered, the corresponding fees, and any commission calculations. The first invoice issued to the Merchant shall include only the Monthly plan fees. The Provider shall not be liable to the Merchant for any modification, price change, suspension, or discontinuance of the service of any third party.
4.7. The Merchant may fulfil the payment obligations by transferring the funds to the account as per the provided banking details or via card through a partner payment service.
4.8. The Parties may mutually agree to additional services not included in the Provider’s standard Monthly plan. In such cases, the scope of services and corresponding remuneration for the Provider will be detailed in an additional invoice offer issued to the Merchant. This additional invoice offer shall be deemed an integral part of this Agreement. The issuance of an additional invoice offer shall not affect the Parties' obligations under the existing Agreement in relation to the pre-agreed Monthly plan.
4.9. Should the Merchant fail to settle any amount due under this Agreement within 30 days of the receipt of the corresponding invoice, the unpaid amount will accrue interest at a rate of 2.5% per month. This interest shall be compounded monthly and will accrue from the 31st day after the receipt of the invoice until the outstanding amount is paid in full.
Intellectual property
5.1. The Merchant acknowledges and agrees that all intellectual property rights, encompassing but not limited to visual design elements, videos, trademarks, trade names, patents, copyrights, and other proprietary rights linked to or involved with the Ushoo Platform, irrespective of whether they are created, developed, utilized, or licensed in connection with the services rendered under this Agreement, shall perpetually remain the sole property of the Provider or its licensors.
5.2. The Provider recognizes that all intellectual property rights, including but not limited to trademarks, copyrights, trade names, and other related rights that are provided or made available by the Merchant under this Agreement, shall continually be the exclusive property of the Merchant or the respective third-party licensors, as appropriate.
5.3. In situations where the Merchant engages in the distribution or marketing of third-party products pursuant to this Agreement, the Provider acknowledges and agrees that any and all intellectual property rights related to such third-party products shall steadfastly remain the exclusive property of the respective third-party proprietors. Nothing in this Agreement shall be interpreted as transferring or assigning any of these rights to either the Provider or the Merchant.
5.4. The Merchant bestows upon the Provider a non-exclusive right and license to utilize the Merchant's trademarks, trade names, service marks, business names, webpage titles, slogans, logos, and copyrighted materials, for the explicit purpose of promoting, advertising, announcing, or marketing the Merchant's involvement in the Provider's Platform. The Merchant warrants to the Provider that no other entity holds rights to these materials and that these materials do not infringe upon or violate the rights of any third party. The Merchant affirms their exclusive ownership of all these materials, along with all associated trademark rights, copyrights, and other proprietary rights. The Merchant possesses full legal authority to grant such a license to the Provider, and is not bound by any legal or contractual restrictions in doing so. While the Provider is not obligated to promote the Merchant's involvement in the Ushoo Platform, it retains the discretion to do so.
Confidentiality
6.1. Each Party is obliged to:
6.1.1. use its reasonable endeavors to keep all data or information (whether technical, commercial, or financial) acquired under or according to this Agreement (including information relating to the other Party’s products, operations, processes, plans, or intention, product information, know-how, design rights, trade secrets, market opportunities, and business affairs, as the case may be) strictly confidential and shall not disclose this to any other person; and
6.1.2. not use any data or information referred to in paragraph above for any purpose other than about the proper performance of its obligations and exercise of its rights under this Agreement.
6.2. The provisions of this clause 6 shall not apply to:
6.1.1. any information in the public domain otherwise than by breach of this Agreement;
6.1.2. any information disclosed by a Party with the prior written consent of the other Party.
6.3. The Provider is entitled to disclose any data or information referred to above without the prior written consent of the Merchant if such disclosure is made in good faith:
6.3.1. to any directors, officers, employees, lawyers, accountants, or other contractors or agents engaged by or on behalf of the Merchant and acting in that capacity, having made them aware of the requirements of this clause 6 and subject to the assumption by them of confidentiality obligations substantially the same as those contained herein;
6.3.2. to the extent required by any applicable Laws.
6.4. The Parties shall be bound by this clause 6 during the term of this Agreement and 1 year after its termination.
7. Indemnification and liability
7.1. Each Party (the "Indemnifying Party") agrees to defend, indemnify, and hold the other Party, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Party") harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from the Indemnifying Party's breach of representation, warranty, or any obligation under this Agreement.
7.2. Notwithstanding any other provision herein or any representations or warranties expressed or implied elsewhere in this Agreement, the Provider's sole and exclusive role under this Agreement is to facilitate an introduction between the Merchant and the Influencer. The Provider hereby expressly disclaims, and the Merchant hereby expressly releases the Provider from, any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements, and expenses of whatever kind, whether foreseeable or unforeseeable, which may arise out of or result from the quality, safety, legality, or any representations or warranties made about the goods sold, marketed, or promoted. Furthermore, the Merchant agrees to defend, indemnify, and hold harmless the Provider from and against any and all such liabilities and obligations. It is further acknowledged and agreed by the Merchant that any recourse or claims concerning the goods shall solely be directed towards the Merchant or the respective third-party owner of such goods, and not the Provider.
8. Governing law and dispute resolution
8.1. This Agreement shall be interpreted, understood, and enforced entirely under the jurisdiction of the laws of the State of Delaware, without giving effect to its principles of conflict of laws.
8.2. Prior to pursuing any lawsuit or legal claim, the Parties agree to first endeavor to settle any disputes, disagreements, or claims that emerge from or relate to this Agreement through earnest mediation. In the event that mediation does not result in a resolution within 30 days of its commencement, such dispute shall then be resolved exclusively through binding arbitration in Delaware. The party that prevails in any arbitration proceeding or legal action stemming from this Agreement shall be eligible to recoup reasonable legal fees and associated costs.
9. Representations
9.1. The Provider’s representations:
9.1.1. The Provider affirms their registration under relevant laws and commits to maintaining compliance with all legal requirements. Any changes to the Provider’s registration status will be promptly reported to the Merchant.
9.1.2. The Provider will adhere to all applicable laws and regulations in the execution of its operations.
9.1.3. The Provider maintains its own contracts with partners and clients, recognizing that the Merchant does not hold a direct contractual or fiduciary relationship with these entities.
9.1.4. The Provider is authorized to enter into and fulfill this Agreement without any legal conflicts impeding its ability to do so.
9.1.5. The Provider will inform the Merchant of any circumstances that may hinder its ability to fulfill its obligations under this Agreement.
9.1.6. The Provider may engage subcontractors in the delivery of services, with significant changes being discussed with the Merchant beforehand.
9.2. The Merchant’s representations:
9.2.1. The Merchant complies with all applicable laws and will inform the Provider of any past regulatory issues that may affect this Agreement.
9.2.2. The Merchant confirms that it is authorized to enter into this Agreement without breaching any other obligations.
9.2.3. The Merchant will notify the Provider of any impediments to fulfilling its duties under this Agreement.
9.2.4. The Merchant ensures the accuracy of its provided information.
9.2.5. The Customer commits to efficiency, punctuality, and cooperation in fulfilling its contractual duties.
10. Liability and responsibility
10.1. The Provider is not liable to the Merchant under or in connection with any claim made by the Merchant or any of its affiliates under this Agreement (i) for any indirect losses (including, without limitation, loss of profit, loss of sales or business, loss of agreements or opportunities).
10.2. The Provider is liable to the Merchant for any direct losses attributable to the Merchant in the amount of any documented damages, provided, however, that the maximum aggregate liability of the Provider under or in connection with any claim made by the Merchant or any of its affiliates under this Agreement (including any related costs and expenses) shall not exceed the amount equal to 100% (one hundred percent) of the total amount of the remuneration received by the Provider for the relevant reporting period.
11. Miscellaneous
11.1. This Agreement, including all annexes and supplementary documents, represents the complete understanding between the Parties.
11.2. A Party's failure to exercise any right under this Agreement does not constitute a waiver of that right in any other instance.
11.3. The titles and subheadings in this Agreement are solely for the ease of reading and should not impact the interpretation or understanding of the Agreement's content. The term “including” is used to provide examples and does not limit the scope of the associated subject.
11.4. Rights or obligations under this Agreement cannot be transferred or assigned without written consent from the other Party. Such consent will not be denied without reasonable grounds. Any attempt to do so against these terms will be deemed void from the outset.
11.5. Neither Party is responsible for non-performance due to events beyond their reasonable control, excluding labor disputes specific to either Party. In the event of such unforeseen circumstances, the Provider cannot guarantee continuous or flawless service. There may be instances when the service is delayed, restricted, or unavailable. Despite this, the Provider will endeavor to offer services to the Merchant and its clients in alignment with its continuity plans. The Merchant will be privy to the current continuity plans before the finalization of this Agreement.
11.6. All notices or other communication given or made under or in connection with this Agreement will be in writing in English and will be deemed to have been duly given or made only if delivered by electronic mail to the following address (or such other addresses as may from time to time be notified by the Parties): svart@ushoo.ai. Such notices or other communication will be considered duly given and received upon the date and time they are actually received in the recipient's inbox.
11.7. If through a court proceeding any provision of the Agreement holds invalid, the Parties agree that such provision shall be considered replaced by another provision that implements the original intentions of the parties (as it permitted by law). If one of the provisions of the Agreement becomes invalid due to changes in law, the remaining provisions remain unchanged. The invalid provision shall be replaced by a provision that is legally permissible and close in meaning to the replaced one. The invalidity of one or more provisions of the Agreement shall not invalidate the entire Agreement or other provisions thereof.
This current version of the Agreement is dated April 6, 2024. Please be aware that the terms and conditions of this contract are subject to change at any time. As our Merchant, it is important for you to stay informed of any updates or modifications. We encourage you to regularly review the contract by following the link provided below. By keeping yourself updated, you ensure a continued understanding and agreement with the most current terms of our contract. Stay informed to ensure that our ongoing partnership aligns seamlessly with the latest contractual provisions.
The latest version of this Agreement can be at https://ushoo.ai/terms.