These Terms and Conditions (hereinafter referred to as the "Terms") govern the use of the Affily platform (hereinafter referred to as "Affily," "we," "us," or "our"). By creating an account or using Affily’s services, you agree to comply with these Terms and enter into a legally binding agreement with Affily Network ApS, CVR No. DK43326716, Porcelænshaven 26B, 2000 Frederiksberg, Denmark (hereinafter referred to as the "Company").

If you need to contact us regarding these Terms, you may do so by emailing: info@affily.app.

Last updated: March 2025

1. GENERAL TERMS & INTRODUCTION

1.1. Definitions

In these Terms and Conditions (hereinafter referred to as the "Terms"), the following terms shall be understood as defined below:

• "Affily" refers to the digital UGC platform AFFILY NETWORK (CVR No. DK43326716), which connects brands, creators, and agencies for collaboration on paid content ("Services").

• "Platform" refers to Affily’s online marketplace, accessible at https://affily.app/, where brands, creators, and agencies can interact, enter agreements, and process payments.

• "Brand" refers to any company, marketing agency, or other legal entity that uses the platform to engage and compensate creators for content.

• "Creator" refers to an individual influencer, content creator, or UGC specialist offering services on the platform.

• "Agency" refers to any entity that represents multiple creators or manages influencer marketing on behalf of brands.

• "Services" refers to any form of UGC content created by creators and made available to brands via the platform.

• "User" refers to any individual, company, or entity that has created an account and uses Affily’s platform.

• "Secure Payment" refers to the temporary holding of funds via a third-party payment gateway (e.g., Stripe) until payment conditions are fulfilled.

1.2. Role of the Platform

1. Affily is a facilitator, not a party to transactions:

   • Affily operates solely as a marketplace and assumes no legal responsibility for transactions, agreements, or content delivered via the platform.

   • Any agreement between a brand and a creator constitutes a direct contract between these parties. Affily is not liable for breaches, errors, or disputes between them.

2. Affily does not own any content created via the platform:

   • Affily is neither a producer, buyer, nor owner of UGC content created by creators.

   • All rights and licenses are regulated by separate agreements between brands and creators.

3. Affily is not responsible for the quality or legality of content:

   • The platform does not oversee whether creators deliver the agreed-upon content.

   • Brands are solely responsible for ensuring that the content meets their needs and complies with applicable laws.

1.3. Changes to the Terms & Conditions

1. Affily may modify these Terms at any time:

   • Updated Terms will take effect upon publication on the platform.

   • Users will be notified of significant changes, and continued use of the platform after such changes constitutes acceptance of the new Terms.

2. Users are responsible for staying informed about the Terms:

   • It is each user's responsibility to stay updated on any changes to the Terms andConditions.

1.4. Acceptance & Compliance with the Terms

1. By creating an account, the user accepts these Terms:

   • Use of the platform requires that the user reads, understands, and agrees to these Terms.

   • If a user does not accept the Terms, they must cease using the platform and delete their account.

2. Violation of the Terms may result in penalties:

   • Affily reserves the right to suspend, restrict, or permanently close an account in case of a violation of the Terms.

   • Any attempt to bypass Affily’s systems or payment processes may result in legal action.

1.5. Governing Law & Jurisdiction

1. Affily operates under Danish law:

   • Any disputes arising in connection with the use of the platform shall be resolved in accordance with Danish legislation.

2. Jurisdiction for disputes:

   • Any legal disputes shall be handled by the Copenhagen City Court or another relevant Danish court, unless otherwise agreed.

3. Force Majeure:

   • Affily is not liable for delays, system failures, or breaches caused by force majeure events, including but not limited to cyberattacks, natural disasters, government interventions, or other unforeseeable events beyond Affily’s control.

2. USER ROLES & RESPONSIBILITIES

This section outlines the rights, obligations, and responsibilities of all user types on Affily. By using the platform, all users agree to comply with these rules and act in good faith.

2.1. Brands

Brands include businesses, marketing agencies, and e-commerce operators that use Affily to engage creators and purchase UGC content.

1. Responsibility for Payments & Campaign Descriptions

   • Brands must ensure that campaign descriptions are clear, precise, and accurate.

   • Brands may not misuse the payment system or attempt to bypass platform fees.

   • Payments must be processed through Affily’s secure payment system.

2. Collaboration Guidelines with Creators

   • Brands must respect creators' working time, delivery deadlines, and rights.

   • Any form of abuse, fraud, or manipulation of creators is strictly prohibited.

   • Brands that fail to meet payment obligations, violate rules, or engage in unreasonable behavior may be suspended or banned from the platform.

   • Brands may not request creators to produce content that:

     1. Violates tax regulations, marketing laws, or consumer protection rules.

     2. Contains misinformation, scams, or deceptive advertising.

     3. Affily reserves the right to reject or remove creators and brands that violate these rules.

2.2. Creators

Creators include influencers, UGC specialists, and content creators who offer paid services to brands via the platform.

1. Responsibility for Service Delivery

   • Creators must deliver content that meets the agreed-upon quality and complies with brand requirements.

   • Content must be original and may not infringe copyrights or contain illegal materials.

   • Creators who fail to deliver as agreed may have payments withheld or risk account suspension.

2. Compliance with Platform Guidelines

   • Creators may not take collaborations outside of Affily without prior approval.

   • Creators commit to professional communication and adherence to Affily’s ethical standards.

   • Fraud, fake engagement metrics (e.g., purchased followers/likes), or misleading content is strictly prohibited and may result in immediate removal from the platform.

3. Payment & Disclaimer

   • Creators are solely responsible for reporting their earnings and paying taxes in their respective jurisdictions.

   • Affily acts solely as a payment facilitator and is not responsible for VAT or tax reporting obligations.

4. Prohibition of Discrimination, Hate Speech & Unethical Content

   • Creators may not produce content that includes:

     1. Hate speech, racism, sexism, or discriminatory language.

     2. Political or religious messages unless explicitly approved by the brand.

     3. Illegal, pornographic, or violent content.

2.3. Influencer & Marketing Agencies

Influencer and marketing agencies may represent multiple creators and act as intermediaries between brands and influencers.

1. Obligations as an Agency

   • Agencies must ensure that the creators they represent comply with Affily’s rules.

   • Agencies may not misrepresent a creator’s reach, engagement, or capabilities.

2. Responsibility for Payments & Contracts

   • If an agency acts on behalf of a creator, the agency is responsible for ensuring that payments are correctly disbursed to the respective creator.

   • Agencies may be held legally liable if they violate platform rules or fail to fulfill payment obligations.

3. Sanctions for Violations

   • Agencies that breach the rules or attempt to circumvent the platform may have their accounts permanently closed.

   • Creators associated with an agency may also be suspended from the platform if the agency violates the Terms.

2.4. Age Requirements & Legal Obligations

1. Minimum Age Requirement to Create an Account

   • Creators must be at least 15 years old to use the platform.

   • Creators aged 13-15 must obtain parental or guardian consent, where a parent/guardian must approve and accept the Terms. Consent must be sent to info@affily.app.

2. Special Rules for Underage Creators

   • Brands collaborating with creators under 18 years of age must comply with child protection regulations in their marketing activities.

   • Affily may require confirmation of parental consent if there is any doubt regarding a creator’s age.

3. Payment Terms & Transaction Policy

3.1. How Payments Work

1. All transactions on Affily are processed through an approved payment gateway (e.g., Stripe).

2. Payments are made through a secure payment mechanism, where funds are held in an escrow account until the creator has delivered the content and the brand has approved the deliverable.

3. Affily acts as a facilitator of payments but is not responsible for payment failures, technical errors from third-party payment service providers, or incorrect information provided by the user.

3.2. Fees & Commission

1. Affily charges a platform commission to cover operational costs, support, and technical maintenance.

2. Brands pay a service fee of 5% of the transaction amount.

3. Creators pay a platform commission of 10% of their earnings on the platform.

4. All fees are automatically deducted upon transaction completion and are non-refundable.

3.3. Payment Hold & Approval

1. Affily holds payments for creators until the brand has approved the deliverable.

2. If a brand does not confirm receipt of the content within 7 days after delivery, the payment will be automatically released to the creator.

3. Affily may withhold payments in cases of suspected fraudulent activity, fraud investigations, or violations of the Terms.

3.4. Financial Liability for Non-Delivery or Unsatisfactory Quality

1. If a creator fails to deliver the agreed-upon content within the specified timeframe, the brand has the right to cancel the order and request a refund.

2. Affily deducts its service fee from both the brand and the creator from the creator’s balance if the agreed-upon content is not delivered.

3. If a creator does not have sufficient funds in their account to cover the fee, Affily reserves the right to issue a payment demand for the outstanding amount.

4. If a creator delivers content that does not meet the agreed quality standards, the brand may request a partial refund or a revised version of the content.

3.5. Liability for Free Products & Returns

1. If a creator has received a free product as part of a campaign but fails to deliver the agreed-upon content, they are financially responsible for either:

   • Returning the product at their own expense if the brand requests it.

   • Alternatively, paying the brand the purchase price or the estimated value of the product.

2. Affily is not responsible for enforcing or managing product returns between brands and creators but may assist in facilitating communication between the parties.

3.6. Payment Dispute Resolution

1. Brands are entitled to at least one revision of the delivered content if it does not meet the agreed-upon requirements or is unsatisfactory. The number of revisions may vary and should be outlined in the agreement between the brand and the creator before work begins.

2. If the delivered content does not meet the specifications described in the brand's brief, the creator must make the necessary adjustments at no additional cost.

3. If a creator refuses to make the required revisions, or if the delivered content continues to fail to meet expectations, the brand may request a partial or full refund.

4. If a brand unjustifiably withholds approval of a completed deliverable, Affily may intervene as a mediator.

5. Chargebacks and payment reversals through the payment provider may result in the temporary or permanent suspension of the user’s account.

6. If a brand requests a refund or cancels an order, the payment will be refunded minus Affily’s service fee.

7. Affily reserves the right to block a user from the platform in cases of repeated payment disputes or misuse of refund requests.

3.7. VAT & Tax Obligations

1. Creators must indicate whether they are VAT-liable when registering on the platform.

2. If a creator is VAT-liable, Affily will pay out VAT to the creator, who is responsible for properly reporting and settling it with the tax authorities.

3. Affily cannot be held liable for incorrect VAT reporting and assumes no legal responsibility for creators' tax obligations.

4. Brands are responsible for handling any tax obligations related to payments made to creators.

5. Affily may request tax-related information from creators if required by applicable law.

3.8. Payouts to Creators

1. Payouts to creators are processed via Affily’s payment gateway, typically within 3-7 business days after content approval.

2. The minimum payout threshold is 100 DKK.

3. Any transaction fees charged by the payment provider may be deducted from the payout amount.

4. Affily is not responsible for payout delays caused by bank transfers, technical issues with third-party payment providers, or incorrect payment details provided by the creator.

4. Collaboration Rules & Communication

To ensure transparency, fair terms, and a secure marketplace for both brands and creators, all communication and collaboration must take place on Affily. Violation of these rules may result in suspension, a buyout fee, or legal action.

4.1. All Communication Must Take Place on the Platform

1. Brands and creators must exclusively communicate via Affily.

2. It is strictly prohibited to share contact details, including email, phone numbers, or social media profiles, outside of Affily’s messaging system.

3. Any attempt to bypass the platform’s communication system will be considered a violation of these Terms & Conditions.

4.2. Prohibition of Off-Platform Collaboration

1. Brands and creators may not take their collaboration off-platform for a minimum of 12 months after their first order through Affily.

2. All payments must be processed through Affily, and direct transactions between parties outside the platform are strictly prohibited.

3. If Affily detects that a brand and a creator are collaborating outside the platform, Affily may withhold funds, suspend users, or take legal action for breach of contract.

4.3. Buyout Fee & Consequences for Violating the Exclusivity Clause

1. If a brand wishes to continue working with a creator outside of Affily, they can buy out the exclusivity clause by paying a buyout fee.

2. The buyout fee will be at least equivalent to the first order’s value, but Affily reserves the right to adjust the amount based on the expected future collaboration value.

4.4. Sanctions for Bypassing Affily

1. If Affily detects or receives evidence of off-platform collaboration, Affily may demand financial compensation.

2. Affily reserves the right to withhold funds from user accounts if there is suspicion of exclusivity clause violations.

3. Users who repeatedly attempt to bypass the system may permanently lose access to the platform.

4. Brands and creators commit to respecting Affily’s business model and contributing to a fair and sustainable collaboration environment.

5. Content Rights & Intellectual Property (IP)

5.1. Ownership of UGC Content

1. When a brand purchases UGC content via Affily, the creator transfers all rights to the brand, unless otherwise agreed individually.

2. The brand receives an exclusive, global, and perpetual usage right to the content.

3. Creators retain the right to use the content in their portfolio and on their own channels to showcase their work unless the brand explicitly requires full exclusivity.

4. If a brand wishes to acquire full ownership without allowing the creator to display the content, this must be agreed upon separately between the parties.

5.2. Editing & Redistribution of Content

1. Brands are free to edit, modify, and repurpose the content for all marketing purposes, including advertising, social media, websites, and other channels.

2. Content may not be resold, licensed, or transferred to a third party without a written agreement with the creator.

3. If a brand wishes to transfer or sell the content to another party, this must be negotiated separately, potentially requiring an additional payment to the creator.

5.3. Affily’s Right to Use Content

1. Affily has the right to use content transacted via the platform for marketing, branding, and demonstrating platform functionality.

2. This may include the use of content on Affily’s website, social media, advertising campaigns, and other communication channels.

3. Creators and brands may request that Affily refrains from using specific content in marketing, but such requests must be made in writing.

6. Disclaimer of Liability

6.1. Affily is Not Liable for:

1. Disputes Between Brands and Creators

   • Affily acts solely as a technological facilitator and is not a contractual party to agreements between brands and creators.

   • Any disputes, non-payment issues, or dissatisfaction with a deliverable are exclusively matters between the brand and the creator.

   • Affily provides a dispute resolution feature but cannot enforce a specific outcome.

2. Quality of Delivered Content

   • Affily is not responsible for whether creators deliver content that meets sufficient quality standards or aligns with the brand’s expectations.

   • It is the brand’s sole responsibility to review a creator’s previous work and references before entering into an agreement.

3. Financial Losses Due to Payment Disputes

   • Affily is not liable for financial losses suffered by brands or creators due to delayed payments, withheld funds, chargebacks, or unauthorized transactions.

   • The platform’s payment system operates through a third party, and Affily has no control over external banking or payment processing errors.

6.2. Affily Cannot Be Held Liable for:

1. Hacking, Data Breaches, or Security Incidents

   • Affily employs industry-standard security measures but cannot guarantee absolute protection against hacking, phishing, malware, or other cyberattacks.

   • Users are responsible for safeguarding their account credentials and passwords.

2. Downtime or Technical Errors

   • Affily strives to maintain a stable platform but cannot guarantee uninterrupted operation.

   • Downtime, system updates, server failures, or third-party provider errors may affect platform functionality, and Affily is not liable for any losses incurred as a result.

3. Errors or Missing Features on the Platform

• Affily provides the platform "as is" with no guarantee of error-free functionality.

• Any system errors, missing features, or unintended system changes do not entitle users to compensation or damages.

6.3. Liability for Copyright Infringement

1. Creators are responsible for ensuring that the content they provide does not infringe third-party copyrights or intellectual property rights.

2. Creators may not use copyrighted music, images, video clips, or other materials unless they have the necessary licenses or the brand explicitly approves such use.

3. If a copyright infringement occurs, the creator is fully responsible for any financial claims, fines, or legal consequences.

4. Brands are responsible for ensuring that the content they purchase is suitable for use in their marketing, complies with GDPR, and adheres to applicable laws.

5. Brands are responsible for external use of content – If brands redistribute creators’ content through third-party platforms (e.g., paid advertising), the brand is responsible for ensuring that it complies with the platform's guidelines.

6. Affily is not liable for copyright infringements, and brands are encouraged to review the received content before using it for commercial purposes.

6.4. Limitation of Liability

1. Affily shall under no circumstances be held financially liable for direct, indirect, or consequential damages arising from the use of the platform. This includes, but is not limited to:

   • Loss of income, customers, or business opportunities.

   • Unauthorized access to user accounts or data.

   • Errors, technical issues, or interruptions in platform operations.

   • Viruses, cyberattacks, or data breaches.

   • Fraud or misuse of the service by third parties.

7. Confidentiality

7.1. Creators May Not Disclose Collaboration Details

1. Creators may not disclose, publish, or share information regarding agreements, financial terms, specific deliverables, or other collaboration details without written permission from the brand and/or Affily.

7.2. Protection of Confidential Information

1. Creators may not disclose or use internal information about brands, including marketing strategies, campaign plans, business models, sales figures, or any other non-public data obtained through the collaboration.

2. This also applies to Affily’s internal business processes, technology, and operations.

7.3. Definition of Confidential Information

1. Confidential Information includes any non-public information whose disclosure could harm Affily, brands, or other users.

2. This includes, but is not limited to, customer data, strategic documents, creative briefings, and financial agreements.

7.4. Protection of Personal Data

1. Brands may not disclose or use personal data of creators unless explicit consent has been given.

2. Affily complies with applicable data protection regulations and requires all users to respect GDPR and other relevant data privacy laws.

7.5. Confidentiality Obligation After Collaboration Ends

1. The obligation to protect confidential information continues even after a campaign has ended or a creator is no longer active on Affily.

2. Creators and brands may not use or share confidential information after the collaboration ends, unless explicit written permission has been obtained.

3. Violation of confidentiality obligations may result in suspension or permanent exclusion from the platform, as well as potential legal consequences.

8. Legal Terms & Applicable Law

8.1. Applicable Law

1. These Terms and Conditions are governed by and interpreted in accordance with Danish law.

2. Any dispute arising in connection with the use of Affily’s platform shall be resolved before the Copenhagen City Court, unless otherwise required by mandatory legal provisions.

3. If any provision of these Terms is deemed invalid or unlawful under applicable law, this shall not affect the validity of the remaining provisions.

8.2. Dispute Resolution

1. Affily aims to resolve disputes through dialogue and mediation before legal action is pursued.

2. Users are encouraged to contact Affily’s support team to seek an amicable resolution before initiating legal proceedings.

8.3. Force Majeure Clause

1. Affily is not liable for any failure to fulfill obligations, delays, or disruptions caused by force majeure events, including but not limited to:

   • Cyberattacks, hacking, data breaches, or other malicious IT activities that Affily could not reasonably foresee or prevent.

   • Technical failures or system outages affecting third-party providers on whom Affily relies for service delivery.

2. In the event of a force majeure situation affecting the platform’s functionality, Affily will strive to restore normal operations as quickly as possible but is not obligated to compensate users for any resulting losses or inconveniences.

8.4. Changes in Legislation & Compliance

1. Affily reserves the right, at its sole discretion, to amend or replace these Terms at any time. It is the user’s responsibility to stay updated on any changes. If a user does not accept the applicable Terms, they must discontinue use of the platform. Continued use of Affily’s website, application, or services after changes are made shall be considered acceptance of the revised Terms.

2. Each user is responsible for ensuring that their activities on the platform comply with applicable laws in their respective jurisdictions.