Last updated: 4th March 2022
The following Terms & Conditions (“Terms”) and the terms of any Subscription Agreement (as defined below) that may be separately executed by you and IMCompanion Limited (“Companion”, “we” or “us”), where relevant, set out the terms between you and Companion under which you may access our website imcompanion.com (“Site”), including all software, data, reports, text, images, sounds, video, and content made available through the Site.
Companion is an online influencer marketing management tool (“Service”) which provides the following web-based tools: internal reporting to stakeholders, external reporting to clients, influencer content capture, influencer benchmarking and influencer relationship management (“Online Tools”). The Service includes access to Companion content and data (“Companion Content”) such as reports, metrics, graphs and other presentations of data.
We are a limited company registered in England and Wales under company number 11848139 and have our registered office at 6 Bevis Marks, 15th Floor, London, England, EC3A 7BA. To contact us, please email [email protected].
The Terms apply to all users of, and visitors to, our Site and any company, business or other legal entity on whose behalf the Site is used. By using our Site you confirm that you have read, accepted, and agreed to be bound by these Terms. If you do not agree to these Terms you must not use our Site. You acknowledge that these Terms are a contract between you and us, even though it is electronic and is not physically signed by you and us, and it governs your use of the Site. We recommend that you print a copy of these Terms for future reference.
If you sign up to access our Online Tools, which are made available via the Site, your use of those tools will be governed by a separate subscription agreement (“Subscription Agreement”). In the event of a conflict between these Terms and your Subscription Agreement, the terms of your Subscription Agreement shall govern your relationship solely with respect to any such conflicting terms.
If you are entering into these Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates.
We reserve the right to update and change the Terms at any time without notice. All new features that augment or enhance the current Sites, including the release of new services and resources, shall be subject to the Terms. Continued use of the Site after any such changes shall constitute your consent to said changes. Every time you wish to use our Site, please check these Terms to ensure you understand the terms that apply at that time.
We also reserve the right to modify and discontinue, at any time and from time to time, temporarily or permanently, the Site in whole or in part, with or without notice, for business and operational reasons. We will try to give you reasonable notice of any such modification or discontinuation. We do not guarantee that our Site, or any content on them, will always be available or be uninterrupted.
You are responsible for ensuring that all persons who access our Site through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
Access & Use Of Site
You may use the Site only for lawful purposes. You represent and warrant that you have full power and authority to enter into these Terms and that you are eighteen (18) years of age or older.
You may not use our Site:
You also agree:
You shall comply with any codes of conduct, policies or other notices we provide you or publish in connection with the Site, and you shall promptly notify us if you learn of a security breach related to either the Site.
You are responsible for configuring your information technology, computer programmes and platform to access our Site. You should use your own virus protection software. We do not guarantee that our Site will be secure or free from bugs or viruses.
Personal Information
We will only use your personal information as set out in our Privacy Policy which also applies to your use of our Site: http://www.imcompanion.com/privacy-policy/.
Anti-Slavery Policy
Companion is committed to ensuring that there is no modern slavery or human trafficking in any part of our business, our full Anti-Slavery Policy may be found here: IMCompanion Limited Anti-Slavery Policy.
Intellectual Property
All rights, title and interest in and to the Site, its components, any software that may be made available by us in connection with the Site will remain with and belong exclusively to us. Any rights not expressly granted herein are reserved and no licence or right to use any trademark of Companion or any third party is granted to you in connection with your use of the Site.
Content from YouTube and other third-party social networking services: Companion accesses publicly available content from third-party social networking services, such as YouTube. Companion uses YouTube APIs, and by using and/ or accessing YouTube content within the Site, its services and any software that may be available in connection with the Site, you are agreeing to be bound by YouTube’s Terms of Service, which may be accessed at: https://www.youtube.com/t/terms and Google’s Privacy Policy, which can be accessed at: http://www.google.com/policies/privacy. YouTube and Google, along with any other third-party social networking sites which Companion may access publicly available content from, may update their Terms of Service and Privacy Policies from time to time, and Companion bears no responsibility for your review of any updates or changes to such terms or policies, which Companion recommends you review regularly. You agree that any feedback or ideas you provide to Companion regarding the Site, Service or any suggested improvements thereto (together, the “Feedback”) will be the exclusive property of Companion. To the extent you own any rights in the Feedback, you hereby agree to, and hereby do, assign all right, title and interest in and to the Feedback to Companion. You agree to perform all acts reasonably requested by Companion to perfect and enforce such rights.
Suspension & Termination
We will determine, in our discretion, whether there has been a breach of these Terms through your use of our Site. When a breach of these Terms has occurred, we may take such action as we deem appropriate.
In addition to any other remedies we may have, we may take all or any of the following actions in the event that you have breached these Terms:
Pertaining to any free Companion account(s) (including but not limited to those accessed via any free trials that may be offered, from time to time), Companion reserves the right to withdraw access to such account(s) at any time, at its sole discretion, and subsequently terminate any such free trials that may have been offered.
Disclaimers and Limitation of Liability
We make no warranties regarding your ability to use the Site, or your satisfaction with the Site. Your sole remedy for dissatisfaction with the Site is to stop using the Site.
We make no warranties that the Site will be available at all times, uninterrupted, and error-free and that bugs or errors in the Site will be corrected. You acknowledge that the Site may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance or because of other causes beyond our reasonable control.
You may be asked (by Companion, a Companion group company, a Companion client or a Companion group company client) to authenticate Companion to link to your Instagram Business or Creator Account and/ or your other social media account(s) on a networking platforms like Facebook, Twitter or TikTok, or video-sharing websites such as YouTube (“Linked Sites”), which will enable Companion to access your first-party data and analytics, as well as the party that requested that you authenticate Companion (where relevant). You may therefore be asked to authenticate, register for or log into Linked Sites on their respective website providers and/ or authenticate the Companion Site itself. This will enable us (and the requesting party) to access certain information that you have provided and/ or made public on the Linked Sites/ via the Linked Sites. We will use, store and disclose such information in accordance with Companion’s Privacy Policy: https://www.imcompanion.com/privacy-policy/ .
The inclusion of any Linked Site does not imply endorsement of any third party, their services or websites or any association with the operators of such Linked Sites. You are responsible for viewing and abiding by the privacy statements and terms of service/use posted at any third party or Linked Sites. The information, products, materials and services on Linked Sites are not under our control and we do not provide or endorse any such Linked Sites or the information, products, materials or services contained on or available or accessible on or through any Linked Sites. We are not responsible if any Linked Site is not functioning properly. We make no express or implied warranties with regard to the information, products, materials or services that are contained on or accessible through any Linked Sites. Access and use of any Linked Sites, including the information, products, materials and services on any Linked Sites or available through any Linked Sites, is solely at your own risk, and you acknowledge and agree that we are not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any or dealings with any Linked Site or as the result of the presence of any advertisers on the Linked Sites.
The Site and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether expressly stated or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the service will be uninterrupted, timely, secure, error-free or virus-free, nor do we make any warranty as to the results that may be obtained from use of the Site, and no information, advice or services obtained by you from us or through the Site shall create any warranty not expressly stated in these terms.
Nothing in these Terms excludes the liability of Companion for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
Under no circumstances and under no legal theory (whether in contract, tort, or otherwise) shall Companion be liable to you or any third party for:
any indirect, incidental, special, exemplary, consequential or punitive damages, including lost profits, lost sales or business, lost data; or
for any direct damages, costs, losses or liabilities in excess of the fees actually paid by you to Companion in the twelve (12) months preceding the event giving rise to your claim or, if no fees apply, one hundred (£100) pounds sterling.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against us, and our subsidiaries, affiliates, officers, agents, licensors, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the Site.
You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact.
Indemnification
You shall defend, indemnify, and hold harmless Companion from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access, use or misuse of the Site. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matters.
Linking To Our Site
Should you wish to link to our Site, you may only link to the homepage of each, and may only do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link to our Site in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
We reserve the right to withdraw linking permission without notice.
Alleged Infringements
In the event that you believe in good faith that materials hosted by Companion in relation to the Site (including the Online Tools) infringe your copyright or other rights you may send us a written notice at [email protected]. This should set out the details of your complaint, including the identification of the materials in question and the rights you believe have been infringed, and your contact information so that we can respond to you.
General
Our failure to enforce or to exercise at any time or for any period of time any term of or any right pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect our right later to enforce or to exercise it.
If any provision of these Terms is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from these Terms and shall in no way affect the legality, validity or enforceability of the remaining provisions.
These Terms constitute the entire agreement between the parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to these Terms except as expressly stated in these Terms. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms (unless such untrue statement was made fraudulently). Without prejudice to the foregoing, the only remedy available to a party in respect of a breach of any representation which is incorporated into these Terms shall be for breach of contract.
Provisions of these Terms which either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such expiry or termination.
The relationship of the parties is that of independent parties dealing at arm’s length. Except as otherwise stated in these Terms, nothing in these Terms shall constitute the parties as partners, joint venturers or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
Governing Law & Jurisdiction
The construction, validity and performance of these Terms and any Subscription Agreement and all non-contractual obligations arising from or connected with these Terms and any Subscription Agreement shall be governed by English law and the parties hereby submit irrevocably to the exclusive jurisdiction of the English courts to resolve any dispute between them.
