Above And Beyond Business Members Terms and conditions
1. Description of Services and Acceptance of
Terms and
conditions
The
Services that Above and Beyond time advertisement, LLC. (collectively,
hereinafter “Above and Beyond”, “we”, “our”,
and “us”) provides to you are subject to the terms and conditions set
forth herein (“Terms and conditions”), which govern your access to
and/or use of (a) Above and Beyond’s consumer
engagement and activation platform that enables businesses and brands to
identify and engage with influencer
member,
consumer content creators, conduct surveys and perform other consumer research,
and track the success of consumer engagement initiatives with various campaigns,
(b) aboveandbeyond.ae website, and/ or (c) use of mobile
versions and/or applications, content, products, services and any sites Above and Beyond may have now and/or in the future
(collectively, the “Platform Services”), including without
limitation as it relates to marketing, purchasing campaigns, participating in
campaigns and/or interacting with influencer
member,
businesses, brands and/or other users of the Services. Above and Beyond may
offer additional services including but not limited to brand pages, surveying
tools, communication tools, engagement reporting and third-party software
integrations (“Additional Services”) at its then-current rates. The
Platform Services and Additional Services shall collectively be referred to
herein as the “Services”.
By
clicking on the “Accept” button on the screen as it relates to the Terms and
conditions and/or by accessing and/or using the Services, you will be deemed a Above and Beyond business member (“business member”)
and acknowledge and agree that you have read, understand and agree to be bound
by all of the terms and conditions of this Terms and conditions, as well as all
other applicable rules or policies, terms and conditions and/or agreements that
are and/or may be established by Above and
Beyond
from time to time and the foregoing shall be incorporated herein by reference.
If you agree to this Terms and conditions on behalf of an entity, or in
connection with providing and/or receiving services on behalf of an entity, you
represent and warrant that you have authority to bind such entity or agency to
this Terms and conditions. In such event, “you” and “your” as used herein will
refer and apply to each entity or agency. The terms and conditions of this
Terms and conditions will govern your access to and/or use of the Services.
Please read this Terms and conditions carefully. If you do not accept this
Terms and conditions, now or in the future, please stop your use of the
Services immediately, in which case any continuing access and/or use of the
Services is unauthorized.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF
DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES
BETWEEN YOU AND ABOVE AND
BEYOND
WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO
PARTICIPATE IN A CLASS ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION. THE
PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES ARE WAIVING THEIR RIGHT TO A
TRIAL BY JURY IN THE EVENT OF ARIBTRATION.
2. Privacy Policy
You
also agree to Above and beyond’s privacy policy, located at aboveandbeyond.ae (“Privacy Policy”) and
consent to any personal information we may obtain about you being collected,
stored, and/or otherwise processed in accordance with the Privacy Policy and
this Terms and conditions.
3. Changes to Terms
Subject
to the terms and conditions set forth herein, Above and beyond may, at any time, for any reason, in
its sole discretion make changes to the Services, plans and/or modify this
Terms and conditions. If Above and
beyond makes changes
and/or modifications that affect your access to and/or use of the Services, Above and beyond will provide a
notice of such changes by posting the updated Terms and conditions on the page
and changing the “last updated” date listed above. We may also provide you with
additional forms of notice of modifications and/or updates as appropriate under
the circumstances. If you do not agree with the changes and/or modifications to
this Terms and conditions, you shall not use the Services after the effective
date of the changes. Please revisit this Terms and conditions regularly to
ensure that you stay informed of any changes. For the avoidance of doubt,
the foregoing modifications and/or changes refer to the Services and not the
campaigns, as Above and beyond will not make any
changes to campaigns mutually agreed upon the parties unless otherwise agreed
upon by the parties as further described herein.
4. Eligibility
To
access and/or use the Services, you must provide a valid trade license based on
local requirement to be able to carry on your business conduct and the
requisite power and authority to enter into this Terms and conditions and meet
any other applicable age, residency and legal requirements. You may not access
and/or use the Services for any purpose if either of the representations in the
preceding sentence are not true.
5. Setting up an Account
You
are required to establish an account through the Services, and you agree to
provide true, accurate and current information in connection with your account.
You are responsible for updating and correcting information you have
submitted to create and/or maintain your account. Any usernames and passwords
used for the Services are for your use only. You are solely responsible
for maintaining the security and confidentiality of the password you use to
access your account. You understand and agree that Above and beyond shall have no responsibility for any
incident arising out of, and/or related to, your account settings. Above and beyond will assume that
anyone using the Services and/or transacting through your account is you.
Therefore, you further agree to immediately notify Above and beyond of any unauthorized use of your
password and/or account and/or any other breach of security. You may only
create and hold one (1) account that you are solely responsible for managing
and are prohibited from using other disguised identities when using the
Services. We may refuse to grant you an account with a name that
impersonates someone else, if it may be illegal, vulgar, offensive, and/or if
it may be protected by trademark and/or other proprietary rights, as determined
by Above and beyond in its sole and
absolute discretion. Your account is non-transferrable and may not be sold,
combined and/or otherwise shared with any other person. If you violate this
Terms and conditions, Above and
beyond may terminate your
account immediately.
6. Membership
and Payment Terms
a. Memberships. Above and beyond offers the following membership plans to access
and/or use the Services: Grow Business (“Grow Business Membership”)
and a Elite Business (“Elite Business Membership”). Business member will
elect either a Grow or Elite Business memberships when business
member signs up
for an account on the Services. Individual campaigns that exceed a cost of 10,000
AED will be designated Managed Service.
i. Grow Business
membership
In the event you elect a Grow Business membership, the
terms and conditions in this Section 6ai apply in addition to the other terms
and conditions set forth herein (except for the terms and conditions
specifically related to Elite Business Membership).
The term of the Grow Business Membership shall commence on
the date you supply all required information about your business and click agree
to the terms and/or otherwise use our Services and shall continue until either
you or Above and beyond terminate your
account in accordance with the terms and conditions set forth herein.
You will be required to provide and input the requested
information into the Services related to each campaign, including without
limitation, the brand logo, brand description, campaign description and
instructions and related images. After such information is provided for
any applicable campaign, the potential influencer member will be identified and recommended for
the campaign based upon the information you provided and the information the influencer member have provided to Above and beyond. Selected influencer member will receive approved Instructions,
with details regarding post requirements. When Business member campaign requires influencers to
showcase product in their own filming locations, they are responsible for
communicating with any selected influencer
member,
managing its own customer support channels and/ or shipping products to and/or
from the influencer member. Above and Beyond
will provide standard metrics and analytics related to the influencer member and campaigns as
made generally available to its other users, via the business member
Dashboard. In addition, Above and
Beyond
will assign a hotline service to assist with any questions you may have.
The Grow Business membership campaigns pricing is based on
each campaign and indicated on the Services and, in consideration for Above and Beyond’s performance of the Services, you
agree to pay the related fees for the Services you elect to use, for campaigns
you initiate. Such fees shall be due and payable upon campaign submission
and shall be deducted from a payment account designated by you or through
available payment facilities within Above and Beyond. You authorize Above and Beyond to automatically charge the payment
account for the fees due and owing hereunder. Grow Business members campaigns
do not include guarantees regarding Post Count, Potential Reach, or Engagement
Rates. All numbers provided during the campaign creation process are estimates,
and are not guaranteed.
ii. Elite Business
Membership
In the event you
elect a Managed Service Plan, the terms and conditions in this Section 6aii
apply in addition to the other terms and conditions set forth herein (except
for the terms and conditions specifically related to Grow Business membership),
and the parties will also enter into statements of work (“SOW(s)”)
detailing specific campaigns and related Services. Neither party will
have any obligation with respect to any draft SOW unless and until it is
executed by both parties. Except as otherwise provided herein, if any
terms and/or conditions of this Terms and conditions conflict with any terms
and/or conditions of any SOW, the terms and conditions set forth in the SOW
will control solely with respect to the Services covered under such SOW.
Unless otherwise agreed to by the parties in an SOW, the term of the Elite
Business membership shall commence on the date you click and/or agree via registeration
to this Terms and conditions and/or otherwise start using our Services and
shall continue for a period of twelve (12) months thereafter. In the
event you elect Elite Business membership, Above and Beyond
will conduct a kick-off meeting with you to discuss your goals and expectations
and assign a ‘Business member Success Manager’ to assist with your
campaigns. Unless otherwise set forth in an SOW, for each campaign (A) the
parties shall set forth targeting parameters for identifying influencer member
that reach Business member’s target audience before or during the Kickoff Call,
(B) Elite Business members shall set up a campaign and create Grow
influnecers member-approved
application and instruction materials for their campaigns, (C) Above
and Beyond shall showcase the business member’s application in Above and Beyond’s influencer
member app/website and invite influencer member to
apply for the business member’s
campaign, (D)
the Services will identify potential influencer
member based
on historical engagement rates and Above and
beyond’s
proprietary selection process, (E) For Paid Advertisement, Above and Beyond shall send -approved instructions to
identified influencer member, and (F) Above and beyond shall communicate with influencer member and manage customer support channels.
In addition, Above and Beyond shall provide business member
account services such as troubleshooting, creative recommendations, and
campaign analytics throughout any active campaign.
Pricing for Elite
Business membership vary based on elected service available on Elite Business
membership profile “requests”. In consideration for Above and Beyond’s performance of the Services
described herein and in the SOW, business member shall pay Above and beyond the fees set forth
in the applicable SOW. Unless otherwise set forth in an SOW, campaign-related
fees shall be paid by business member to Above and beyond fully once campaign request is raised.
Above and beyond’s preferred payment method is via
credit card, but business member may request an
alternate payment form. Any services provided outside of the scope of the
Services described herein and in the applicable SOW shall be provided at Above and beyond’s then-current rates and due and
payable by business member upon receipt of the applicable invoice
b.
Credit Card Payments
Above and beyond uses a third-party payment platform to
process payments. Your credit card information or other payment method will be
processed and stored by our third-party payment processor, Stripe. You
expressly understand and agree that all payments and monetary transactions are
handled by such third-party and the use of such platform is governed by the
third-party’s terms and conditions and Above and Beyond
shall have no liability related thereto.
In the event business member elects to pay the
fees due hereunder via credit card, business member authorizes Above and Beyond to automatically charge the payment
account for the fees due and owing hereunder and any SOW. If business member’s payment account on file is closed or
the account information is changed, or if, for any reason, a charge is rejected
by business member’s payment account, business member shall immediately update business member’s payment account or supply a new
payment account, as appropriate. If business member is unable to
update its payment account with appropriate information, then Above and beyond will suspend
Services, without liability, until valid payment account information is
provided. If Above and Beyond believes that business member has
participated in a fraudulent chargeback, Above and Beyond
will pursue its claims against business member to the fullest
extent allowed by law.
7. Campaigns
a. Campaign Objectives
For Managed Services, Campaigns may be structured by objectives (“Objective(s)”)
as offered on the members profile “Requests” or as may otherwise be set forth
in a SOW for an Elite Business member. Objectives may include the Buzz Campaign
(provided with a duration), Promotional Video Campaign, or Full Year Reach.
For the purposes of this Terms and conditions, (i) “Buzz Campaign” shall mean all
posts by any influencer member participating in a business member campaign that has met agreed-upon
post requirements, (ii) “Promotional Video Campaign” is
defined as the number of video created by influencers in relation to the
campaign started by Business members (iii) “Full Year Reach” or “Reach” is defined as the aggregate of fifty promotions
pushed through selected social media with supplied ADV content.
b. Submission of Campaigns
For Elite and Grow Business members can submit their preferred campaign
request through their members profile, once endorsed
Our
admin will grant approval, request extra information or reject request based on
given situation. For the avoidance of doubt, campaigns may be rejected by Above and Beyond in its sole and absolute discretion,
without liability, and Above and
Beyond’s
obligations described herein shall not apply until Above and Beyond
approves of such campaign as described herein. Self-Serve business member may work with their business member Success Manager to make revisions to a
campaign to ensure approval.
c. Campaign Period
Subject to the terms and conditions set forth herein, the “Campaign
Start Date” shall commence beginning on the date on which the business member sets in their
request, and upon receipt of full payment. For Elite Business member only, at the expiration of the
Campaign Period, Above and beyond provide business member with a report only when requested (“Campaign
Impact Report”). If business member wishes to extend
the campaign, business member must notify Above and beyond before the Campaign End Date. In
the event Above and beyond approves such
extension, business member agrees to pay fully Above and Beyond the remaining fees owed for the
initial Campaign Period and the applicable fees related to such extension.
d. Location-Based Campaigns
business member may initiate location-based campaigns
on the Services. In such event, business member is solely
responsible for all elements of a location-based campaign including but not
limited to arranging access and ensuring the safety and suitability of such
location, securing the location, paying any deposits, arranging for access,
paying for travel expenses, securing proper permitting, ensuring sufficient
insurance, and abiding by any laws and regulations. For campaigns that are
limited to specific regions or locations, business member
acknowledges that fewer influencer
member will
be available, depending on the designated locations, which might extend the
campaign timeline. Campaign that are regional in scope may also require
additional costs, to be outlined in a SOW.
e. Products for Campaigns
In the event business member is utilizing
physical products in its campaign (“business member Product(s)”) business member shall be
responsible for all shipping costs and any other costs related to the
production, preparation, and delivery of any business member Products to any influencer member. In the event business member elects a Self-Service Plan and is
utilizing business member Products in a
campaign, business member agrees that it
shall make its own shipping arrangements with the influencer member that are participating in any campaign
with business member Products, but that
it will provide tracking numbers, via the business member Dashboard, to ensure a seamless
Campaign experience for the influencer
member. In
the event business member elects a Managed
Service Plan and is utilizing business member Products in a
campaign, business member shall make its own
shipping arrangements with the influencer
member that
are participating in any campaign with business member Products, unless otherwise agreed in an
SOW by the parties that Above and
beyond will provide
shipping and fulfillment services through one of its partners. In either case, business member agrees to provide
Tracking numbers for business member Products to Above and beyond, via the Campaign Dashboard or
otherwise, to ensure seamless delivery of the campaign. Above and beyond cannot guarantee
specific Campaign timelines, unless the business member provides tracking numbers, as Above and beyond will not be able to
determine the status of individual influencer
member posts.
In the event a business member Product is required
for any business member campaign, business member agrees that Above and beyond may required
additional time in advance of the Post go live date, in order to account for
shipping. Above and beyond recommends that business member supply at least
twenty percent (20%) more business member Products to influencer member than the expected
number of participating influencer
member in
each instance to account for any business member Products that may
get damaged or lost in transit. business member acknowledges and
agrees that Above and beyond is not liable for
any lost and/or damaged business member Products.
e. Campaign influencer member and influencer member Content
Above and beyond allows
third-parties who sign up to participate as influencer member access to and use of the Services to
participate in campaigns initiated by a business member.
Each influencer member may offer social media services via
the Services, including but not limited to social media posts, like
aggregation, and distribution of business member Assets
(collectively referred to as “Influencer
member
Service(s)”)
and has the opportunity to work with various brands and business on the
Services. business member hereby acknowledges
and agrees that while Above and
Beyond may
provide information about an influencer
member,
based on location, following, engagement, or relevancy; such information is
based solely on data that is submitted by the influencer member,
and Above and Beyond provides such information solely for
the convenience of all business member and this is not an
introduction, endorsement, or recommendation by Above and Beyond of
any influencer member or any influencer member’s Services. Any opinions,
advice, or information expressed by any influencer member or
other third-party are those of the individual and the individual alone and they
do not reflect the opinions of Above and
Beyond and
the inclusion of any influencer member in a campaign does
not constitute any endorsement by Above and
Beyond. Above and Beyond does not direct, is not an employer,
has no control over, makes no representations and/or guarantees related to any
individual influencer member or any influencer member Services. For Managed Services, Above and beyond will guarantee that
posts meet the requirements outlined in the request raised by business member
and/or the SOW, and as agreed to and outlined in the influencer member Instructions. For Grow Business members,
business member agrees that it is
solely responsible for its interactions with any influencer member on the Services and will indemnify,
defend and hold harmless Above and
beyond for any damages Above and beyond suffers related to
any of business member’s interactions on the Services.
Business member: Notwithstanding anything herein to the contrary, Above and Beyond (i) does not ensure that influencer member will meet business member’s
requirements or complete instructions in accordance with business member’s direction, (ii) does not conduct
criminal background checks on its influencer
member or
otherwise inquire into the background of its influencer member,
other than the influencer member -provided answers
to survey questions, and (iii) shall have no liability related to influencer members’ acts and/or omissions (including
without limitation if any influencer
member
participates in competing campaigns and/or opts-out to receive communications).
Managed: Notwithstanding anything herein to the contrary, Above and Beyond does ensure that influencer member will meet business member t’s requirements or
complete instructions in accordance with business member’s
direction, and will replace any influencer
member who
do not meet requirements with one who does. All campaign requirements must be
laid out to Above and beyond during the
Applications and Instructions approval process, and any edits to requirements
provide after the Instructions are approved will be subject to Change Fees. Above and beyond does not conduct
criminal background checks on its influencer
member or
otherwise inquire into the background of its influencer member,
other than the influencer member -provided answers
to survey questions. Above and
beyond shall have no
liability related to individual influencer
member’s acts
and/or omissions (including without limitation if any influencer member participates in competing campaigns
and/or opts-out to receive communications).
business member acknowledges and
agrees that it will use the Services as its exclusive method to request,
initiate, and pay for any micro-influencer or influencer member social media campaigns that involve the
influencer member identified and/or
used on the Services, and will not engage in contact with any influencer member outside of the
Services. Above and beyond acknowledges that business member may work with other
influencer-style companies or platforms but requires that they not provide Above and beyond influencer member information to
competitive companies. business member agrees to notify Above and beyond immediately if an influencer member, a person representing an influencer member, and/or any other user improperly
contacts business member or suggests
engaging in a relationship, making, or receiving payments outside of the
Services. Any content provided by an influencer member via its influencer member Services (the “Influencer member Content”) is the property
of such influencer member, and such influencer member shall retain all title, right, and
interest in such influencer member Content. Above and Beyond secures the right for business member to use such influencer member Content and hereby grants business member a royalty free,
non-transferable, non-assignable, non-exclusive, perpetual license to use,
display, modify and create derivative works of any influencer member
Content from any business member campaigns in any
format for purposes of advertising and marketing. All Above and Beyond influencer member
agree to the above permissions via the influencer member
Terms of Service.
8. Business Member Assets
a. Business Member Asset Guidelines
“Business member Assets” shall mean business member’s Products and any information business member submits to Above and Beyond and/or influencer member through the Services, including but not
limited to text, audio messages, videos, photos, images, business member’s trademarks and/or business member’s intellectual property. business member may submit business member Assets to Above and Beyond for use in performing Services business member agrees that it
shall not:
1. include
any content that provides or claims to provide any medical advice;
2. include
any confidential information of business member and/or any other
third party in the business member Assets;
3. submit
any business member Assets that contain
nudity, or sexual or explicit content;
4. submit
any business member Assets
that depict gratuitous violence, animal or child abuse, or encourages
violence against others;
5. submit
any business member Assets that contain
hate speech or promotes or condones violence against individuals or groups
based on race or ethnic origin, religion, disability, gender, age, nationality,
veteran status, or sexual orientation/gender identity;
6. submit
any business member Assets that are
considered spam or politically controversial;
7. submit
any business member Assets that may be
considered misleading, unlawful, defamatory, obscene, invasive, threatening or
harassing;
8. submit
business member Assets that include
content that is (or may be) offensive, including without limitation, bigotry,
racism, discrimination, hatred and/or profanity; and/or
9. submit
business member Assets that promote
and/or provide information about illegal activities and/or physical harm or
injury to any group, individual, institution and/or property.
If you have violated any of the foregoing or if Above and beyond believes that any business member Asset may harm the
Services, other users and/or Above and
beyond’s
interests, your access to and/or use of the Services may be suspended or
terminated, without liability, as determine by Above and beyond in its sole and absolute
discretion. Above and
beyond is not required to
host, display, migrate, or distribute any of the business member Assets and Above and beyond may refuse to accept, provide access to
and/or transmit any business member Assets in its sole
and absolute discretion, without liability. Any business member Assets found to be in violation of this
Terms and conditions or that Above and
beyond determines may be
harmful may be modified, edited, or removed by Above and beyond,
without liability, in Above and
beyond’s sole
and absolute discretion.
b. Business Member Asset Placement
Business member understands and
agrees that influencer member may use the business member Assets in the
campaign and as it relates to the Services and may be placed on influencer member’s social media
channels. Use of these assets will be outlined in Campaign Instructions, which
must be approved by the business member. In any event, Above and beyond is not liable for influencer member use of such business member Assets. Business member is responsible for
instructing influencer member on how the influencer member should properly use
business member Assets. Please be
aware that if business member wishes to supply
instructions related to the business member Assets, business member must submit such
information contemporaneously when submitting the business member Assets, and before the campaign is
initiated. In the event business member modifies the
instructions after the campaign is initiated, then business member shall pay full amount Above and beyond its then-current change fee to
implement such modifications. Above and
beyond will discuss with business member how business member Assets should be
used and/or displayed and monitor the placement of business member Assets by influencer member to ensure business member Assets are used and/or displayed in
accordance with business member’s
expectations.
c. License Grant for Business Member Assets
business member shall retain all
right, title and interest in the business member Assets. business member grants Above and beyond, its partners, affiliates, users,
representatives, assigns and v a non-exclusive,
fully-paid, royalty-free, irrevocable, worldwide, transferable, assignable
license to display, publicly perform, distribute, store, broadcast, transmit,
reproduce, modify, prepare derivative works and otherwise use and/or reuse all
or part of the business member Assets as it
relates to the Services and for publicity purposes on Above and beyond’s website and in other marketing
materials.
9. Your Conduct and Responsibilities
When
using the Services, you are solely responsible for your use and for any acts
and/or omissions occurring under your account. Above and beyond grants you the rights set forth herein
subject to the terms and conditions set forth herein, including without
limitation:
1. You
shall not use the Services except through specific channels provided by Above and beyond to you;
2. You
shall not decompile, reverse engineer, disassemble, modify, and/or otherwise
reduce to human-perceivable form all or any part of the Services;
3. You
shall not use or permit the use of, reproduce and/or otherwise duplicate,
disclose, distribute, modify, encumber, time-share, license, sublicense, rent,
sell, lease, loan, and/or transfer the Service, any portion thereof, and/or any
of your rights thereto;
4. You
shall not merge the Services or any portion thereof with any other program
and/or materials;
5. You
will not copy, distribute or disclose any part of the Services (including
without limitation information provided therein) in any medium, including
without limitation by any automated or non-automated “scraping”;
6. You
will not use any robot, spider, crawler, scraper or other automated means or
interface not provided by Above and
beyond to access the
Services or to extract or export data collected through the Services;
7. You
agree not to submit and/or transmit any business member Assets, email and/or materials through
the Services that contain a virus, worm, Trojan horse and/or any other harmful
component;
8. You
are responsible for the accuracy and quality of the business member Assets, data and content that you
submit and will not violate the intellectual property rights of anyone;
9. You
shall not submit content that is offensive or engage in unlawful acts, including
without limitation, bigotry, racism, discrimination, hatred, profanity,
harassment, stalking, bullying and/or harming anyone or anything;
10.
You shall not imply that business member Assets, materials
and/or content is in anyway sponsored and/or endorsed by Above and beyond;
11.
You may not access all or any part of
the Services in order to build a product and/or service which competes with the
Services or to create derivative works or improvements to the Services;
12.
You shall not imitate part or all of the
design, layout and/or look-and-feel of the Services and/or individual sections
of it, in any form and/or media;
13.
You will use commercially reasonable
efforts to prevent unauthorized access to and/or use of the Services and notify
Above and beyond promptly of any
unauthorized access;
14.
You shall not violate any of Above and beyond’s requirements, policies and procedures;
15.
You agree to comply with all applicable
laws, rules and regulations;
16.
You shall not use the Services for any
unlawful purpose and/or to violate any local, federal, international law, code
of conduct and/or other guidelines which may be applicable to the Services
provided;
17.
You agree not to intentionally hold Above and beyond and/or its
employees, directors, officers or agents up to public scorn, ridicule and/or
defamation;
18.
You will not attempt to do any of the
following: access data not intended for you, monitor the Services for data
gathering purposes in an effort to track usage by others and/or interfere with
the Services in relation to any user in any manner;
19.
You will not attempt to interfere with,
compromise the system integrity or security of, or decipher any transmissions
to or from the servers used by Above and
beyond in providing the
Services;
20.
You will not take any action that
imposes, or may impose in Above and
beyond’s sole
discretion, an unreasonable or disproportionately large load on Above and beyond’s infrastructure and/or otherwise
interfere with and/or disrupt the Services; and/or
21.
You will not permit any other person
and/or entity to engage in any of the foregoing conduct.
In
the event Above and beyond has reason to
believe you are in breach of this Section 9, then Above and beyond may suspend your access to and/or use
of the Services immediately, without liability.
10. Use of Services and Availability
Above and
beyond retains the right,
in its sole and absolute discretion, to deny Services and/or access to and/or
use of the Services to anyone at any time and for any reason without liability.
While we use reasonable efforts to keep the Services accessible, the Services
may be unavailable from time to time. You understand and agree that there may
be interruptions to the Services and/or access to your account due to
circumstances both within our control such as routine maintenance, and outside
of Above and beyond’s control. The
Services may be modified, updated, suspended and/or discontinued at any time
without notice and/or liability.
11. Cancellation of Campaigns & Termination
In
the event business member desires to cancel a
campaign after it is initiated, business member shall not be liable
for all costs and expenses related to such cancellation. After the
initial term of the Grow or Elite Business membership you selected when you
signed up for Services, you may terminate your account and this Terms and
conditions via the dashboard in the Services or by contacting Above and beyond at support@aboveandbeyond.ae. Without limiting any other remedies Above and beyond may have, Above and beyond may suspend and/or
terminate your account and this Terms and conditions and/or any applicable SOW
at any time, without liability and without prior notice, if we determine that
(a) you have violated any applicable laws while using the Services, (b) if you
have violated this Terms and conditions and/or any other Above and beyond policies, (c) if Above and beyond believes or you
have engaged in gross negligence, willful misconduct, fraud or
misrepresentation and/or (d) if we believe that any of your actions may harm Above and beyond. Unless otherwise set forth in
an SOW (for a Managed Service Plan), upon termination (i) access to the
Services will be become immediately disabled, (ii) any campaigns not concluded
will be terminated immediately without liability, (iii) you will immediately
pay Above and beyond all fees incurred
through the then-current term as if your account and this Terms and conditions
has not been terminated, (iv) you will reimburse Above and beyond for any fees, costs and expenses
incurred by Above and beyond as a result of such
termination. Notwithstanding anything herein to the contrary, you will not be
entitled to any refunds of pre-paid fees in the event of termination. If
we terminate your account for breach of this Terms and conditions, you may not
subscribe under a new account unless Above and
beyond formally invites
you. If you commit fraud and/or falsify information in connection with your
access to and/or use of the Services, your account will be terminated
immediately and we reserve the right to hold you liable for any and all damages
that we suffer, and we may pursue legal action through relevant local and
national law enforcement authorities and may notify your ‘Internet Service
Provider’ of any fraudulent activity we associate with you and/or your access
to and/or use of the Services.
12. Third-Party Products
There
may be third-party products, services, software, and/or social networks
(collectively “Third-Party Products”) integrated into the Services.
Please be aware that Above and
beyond is not affiliated
with any Third-Party Products or the companies or providers that own or control
such Third-Party Products. Any Third-Party Products that are made
available in connection with the Services do not constitute an endorsement or
recommendation to use such Third-Party Products. Third-Party Products are
not under the control of Above and
beyond and Above and beyond shall have no
ability to control the availability of or your access to any Third-Party
Products. You agree to release Above and beyond from any liability
related to your use of any Third-Party Products or any costs or charges related
to such Third-Party Products. In order to use any Third-Party Products, you may
be required to agree to that company’s terms and conditions and/or privacy
policy. You agree to comply with the foregoing when using the Services.
Where you decide to use such Third-Party Products, Above and beyond is not a party to
any contracts created between you and such Third-Party Products’ companies or
providers.
13. Linked Sites
The
Services may provide links to various other independent third-party websites (“Linked
Sites”) that may be of interest to you and for your convenience only. Above and beyond does not control
and/or endorse such Linked Sites and is not responsible for their content nor
is it responsible for accuracy and/or reliability of any information, data,
opinions, advice or statements contained within such Linked Sites. You will
need to make your own independent judgment regarding your interaction with these
Linked Sites at your own risk. We encourage you to be aware when you leave the
Services and to read the terms and conditions and privacy policy of each Linked
Site that you visit. Above and
beyond reserves the right
to terminate any link and/or linking program at any time. Above and beyond disclaims all
warranties, express and implied, as to the accuracy, validity, and legality
and/or otherwise of any materials or information contained on such Linked
Sites.
14. Confidentiality
Above and
beyond shall not be
subject to any obligations of confidentiality regarding any information and/or
materials submitted through the Services except as otherwise specified in this
Terms and conditions, Privacy Policy, SOW and/or as required by law.
15. Ownership
The
Services and any Above and beyond -provided content,
layouts, arrangements, metadata, images and the infrastructure used to provide
the Services are proprietary to Above and
beyond and Above and beyond shall retain all
right, title and interest in the foregoing. By using the Services and accepting
this Terms and conditions, Above and
beyond grants you a
limited, personal, nontransferable, nonexclusive, revocable right to access
and/or use the Services pursuant to this Terms and conditions and to any
additional terms and policies set forth by Above and beyond.
Neither this Terms and conditions nor your use of the Services convey and/or
grant to you any rights (i) in or related to the Services except for the
limited right to access and use the Services described above, and (ii) to use
or reference in any manner Above and
beyond’s names,
logos, product and service names, trademarks or service marks or those of Above and beyond’s licensors.
16. Idea Submission
Above and
beyond or any of its
employees do not accept or consider unsolicited ideas, including but not
limited to ideas relating to processes, technologies, product enhancements, or
product names. Please do not submit any unsolicited ideas, content, artwork,
suggestions, or other works (“Submissions”) in any form to Above and beyond. The sole purpose of this policy is to
avoid potential misunderstandings or disputes when Above and beyond’s products might seem similar to ideas you submitted
to Above and beyond. If, despite our request not to, you
do send us your ideas, you agree to the following (a) your Submissions and
their contents will automatically become the property of Above and beyond, without any compensation to you, (b) Above and beyond may use or
redistribute the Submissions and their contents for any purpose and in any way,
(c) there is no obligation for Above and
beyond to review the
Submission, and (d) there is no obligation to keep any Submissions
confidential.
17. Intellectual Property of above and beyond
The
name ‘Above and beyond Time’, the design of the
Services along with Above and beyond created text,
writings, images, templates, scripts, graphics, interactive features and the
trademarks, marks and logos contained therein (“Marks“), are owned by or
licensed to Above and Beyond Time Advertisement LLC. The Marks
are subject to copyright and other intellectual property rights under UAE laws
and international conventions. Above and
beyond reserves all rights
not expressly granted in and to the Services. You agree to not engage in the
use, copying, or distribution of the Marks or anything else contained within
the Services unless we have given you express written permission. All
rights not expressly granted are hereby reserved.
18. Representations and Warranties of business member Assets
business member represents and
warrants the following (a) business member owns or has
properly licensed all business member Assets provided,
(b) the business member Assets do not and
will not infringe on any copyright, moral right, trademark or other
intellectual property right and will not violate any right of privacy or right
of publicity, (c) the business member Assets provided do
not violate any Emirates or federal laws or any third party agreements, (d) business member has the sole,
exclusive and unencumbered ownership of all rights of every kind and character
throughout the universe in and to the business member Assets and has
clear title to any other subsidiary materials contained in the business member Assets, (e) business member has the absolute
right to grant to Above and beyond, all rights,
licenses and privileges granted to or vested in Above and beyond under this Terms and conditions and/or
applicable SOW, (f) business member has obtained all
clearances and paid all monies necessary for Above and beyond to
exercise the license granted herein and there will not be any other rights to
be cleared or any payments required to be made by Above and beyond as a result of any use of the business member Assets pursuant to
the rights and licenses herein granted (including without limitation, payments
in connection with contingent participations, residuals, clearance rights,
moral rights, union fees, and music rights), (g) all of the individuals and
entities connected with the production of the business member Assets, and all of the individuals and
entities whose names, voices, photographs, likenesses, appearance, works,
services and other materials appear or have been used in the business member Assets, have
authorized and approved business member’s use thereof, and
Above and beyond shall have the
right to use all names, voices, photographs, likenesses, appearance and
performances contained in the business member Assets in
connection with the exploitation, promotion, and use of the license granted
herein, and/or (h) there are no existing, anticipated, or threatened claims or
litigation that would adversely affect or impair the use of any of the business member Assets.
19. Warranty Disclaimer
YOU
EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THAT THE SERVICES INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, INFLUENCER MEMBER SERVICES AND CONTENT RELATED THERETO
ARE PROVIDED ON AN ‘AS IS’, ‘AS AVAILABLE’ AND ‘WITH ALL FAULTS’ BASIS. ABOVE AND BEYOND DOES NOT REPRESENT OR WARRANT THAT THE
SERVICES WILL BE ERROR-FREE, UNINTERRUPTED AND/OR THAT DEFECTS WILL BE
CORRECTED. ABOVE AND BEYOND DOES NOT MAKE ANY REPRESENTATIONS OR
WARRANTIES THAT THE INFORMATION (INCLUDING WITHOUT LIMITATION ANY INSTRUCTIONS)
ON THE SERVICES ARE ACCURATE, COMPLETE, OR USEFUL. ABOVE AND BEYOND
DOES NOT WARRANT THAT YOUR USE OF THE SERVICES ARE LAWFUL IN ANY PARTICULAR
JURISDICTION. ABOVE AND BEYOND MAKES NO WARRANTY
THAT THE INFORMATION, RESULTS AND/OR ADVICE THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES WILL BE EFFECTIVE. NEITHER ABOVE AND BEYOND,
NOR ANY OF ITS EMPLOYEES, MANAGERS, OFFICERS, ASSIGNS AND/OR AGENTS MAKE ANY
REPRESENTATIONS, GUARANTEES, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER,
EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, ACCURACY, AND FROM COURSE
OF DEALING, USAGE AND/OR TRADE PRACTICE, OR ANY WARRANTIES AS TO THE NUMBER OF
VISITORS TO PAGES DISPLAYED ON ABOVE AND
BEYOND’S SERVICES,
OR THE FUNCTIONALITY, PERFORMANCE AND/OR RESPONSE TIMES OF THE SERVICES, ANY
INFORMATION PROVIDED VIA THE SERVICES, ANY INFLUENCER MEMBER
SERVICES AND/OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO
ABOVE AND BEYOND OR VIA THE SERVICES.
20. LIMITATION OF LIABILITY
YOUR
USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, INFLUENCER MEMBERS SERVICES, INFLUENCER MEMBER CONTENT, INTERACTIONS BETWEEN BUSINESS MEMBER AND INFLUENCER MEMBER,
ACTS AND/OR OMISSIONS OF INFLUENCER
MEMBER, BUSINESS MEMBER ASSETS, URL NAMES, INFORMATION,
IMAGES AND COPY IS AT YOUR OWN RISK. IN NO EVENT SHALL ABOVE AND BEYOND, ITS OFFICERS, DIRECTORS, EMPLOYEES,
PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR
ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE
DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR
PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER
IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR
ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ABOVE AND BEYOND HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING
SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY ABOVE AND BEYOND ITS EMPLOYEES, REPRESENTATIVES AND/OR
AGENTS. BECAUSE SOME COUNTIES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH , ABOVE AND BEYOND’S LIABILITY IS LIMITED TO THE MAXIMUM
EXTENT PERMITTED BY LAW. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO
THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN
JURISDICTIONS WHERE SUCH LIMITATIONS ARE INAPPLICABLE, YOU AGREE THAT ABOVE AND BEYOND’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR
YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE CAMPAIGNS, INFLUENCER MEMBER SERVICES, INFLUENCER MEMBER CONTENT, INTERACTIONS BETWEEN BUSINESS MEMBER AND INFLUENCER MEMBER,
ACTS AND/OR OMISSIONS OF INFLUENCER
MEMBER, BUSINESS MEMBER ASSETS, URL NAMES, INFORMATION,
IMAGES AND COPY IS THE LESSER OF THE AMOUNT YOU PAID IN THE PAST
SIX MONTHS FOR SERVICES OR ONE HUNDRED Dirhams (AED 100.00).
21. Indemnity
You
agree to defend, indemnify and hold harmless Above and beyond,
its officers, directors, employees, subcontractors and agents, from and against
any and all claims, demands, proceedings, damages, obligations, losses,
liabilities, costs, awards, fees, expenses (including but not limited to
attorney’s fees) and liabilities of any nature arising from (a) your use of and
access to the Above and beyond Services, (b) your
violation of any term of this Terms and conditions, Privacy Policy and/or SOW,
(c) your negligence or willful misconduct, (d) any claim that your use of the
Services harmed another user or third party, (e) any claim by an influencer member of unauthorized use
or infringement of influencer member-provided content,
(f) any claim that business member Assets violate the
intellectual property rights or other rights of any third party; (g) any claim
of fraud or misrepresentation committed by business member and/or (h) business member’s
failure to comply with applicable laws.
You
shall immediately give notice to Above and
beyond of any third-party
claim against you which might give rise to a claim against Above and beyond. In the event of a claim such as
the one described in this indemnity section, we may elect to settle with the
party/parties making the claim and you shall be liable for the damages as
though we had proceeded with a trial.
22. DMCA Copyright Policy and
Copyright Agreement
Above and
beyond respects the
intellectual property rights of others and expects you to do the same. We
reserve the right to block access to and/or remove material that we believe in
good faith to be copyrighted material that has been illegally distributed by
you and/or other third parties and remove and discontinue service to repeat
offenders. We will respond to clear notices of copyright infringement when you
provide the following:
1. a
physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;
2. identification
of the copyrighted work claimed to have been infringed;
3. identification
of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to be
disabled;
4. information
sufficient to permit Above and
beyond to contact you,
such as your physical address, telephone number, and, if available, an
electronic mail address;
5. a
statement that the complaining party has a good faith belief that use of the
material in the manner complained of is not authorized by the copyright owner,
its agent, or the law; and
6. a
statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
Contact
information for Above and beyond’s DMCA Agent for
notice of claims of copyright infringement is: Above and beyond,
Attn: Copyright Abu Dhabi, (support@aboveandbeyond.ae).
The
Copyright Agent will not remove content from the Services in response to phone
or email notifications regarding allegedly infringing content, since a valid
DMCA notice must be signed, under penalty of perjury, by the copyright owner or
by a person authorized to act on his or her behalf. Please submit such
notifications by fax or ordinary mail only and as further described by this
Section. The Copyright Agent should be contacted only if you believe that your
work has been used or copied in a way that constitutes copyright infringement
and that such infringement is occurring on the Services linked to and/or from
the Services. All other inquiries directed to the Copyright Agent will not be
responded to.
23. Dispute Resolution
a. Disputes
We want to address your concerns without needing to file a
formal legal case. Before filing a claim against Above and beyond, you agree to try to resolve the dispute informally by contacting
your Campaign Strategist, or the company at support@aboveandbeyond.ae. You may also
email the Founder and Managing Partner Mr. Ahmed AL Qubaisi at ahmed.alqubaisi@aboveandbeyond.ae. with concerns. The parties will try to resolve the
dispute within thirty (30) days after receipt of written notice, but if the
parties are unable to resolve any claims related to this Terms and conditions
and/or any SOW within such timeframe, then the parties shall resolve such
dispute through final and binding arbitration, except as set forth under
‘Exceptions to Agreement to Arbitrate’ section below and/or opt out as
described below.
d. Exceptions to Agreement to
Arbitrate
You and Above and beyond each agree that the
following claims are exceptions to this arbitration clause and will be brought
in a judicial proceeding in a court of competent jurisdiction (a) any claim
related to actual or threatened infringement, misappropriation or violation of
a party’s copyrights, trademarks, trade secrets, patents, or other intellectual
property rights, (b) any claim seeking emergency injunctive relief based on
exigent circumstances (e.g., imminent danger or commission of a crime, hacking,
cyber-attack), or (c) any claim that qualifies in small claims court in Abu Dhabi, UAE
e. How to Opt-Out of Arbitration
You can opt-out and decline this agreement to arbitrate by contacting Above and beyond in writing within
thirty (30) days after the date that you first became subject to this
arbitration provision (i.e.: the date you initially accepted this Terms and
conditions). Such notice shall be sent to:
support@aboveandbeyond.ae. If you opt out, neither you
nor Above and beyond can require the
other to participate in an arbitration proceeding.
24. Relationship of Parties
business member agrees that Above and Beyond is acting as an
independent contractor in performing the Services contemplated under this Terms
and conditions and that the relationship between Above and beyond and business member shall not constitute a partnership,
joint venture, or agency. Neither Above and beyond nor any of Above and beyond’s employees or agents (a) is an employee,
agent or legal representative of business member, or (b) shall have
any authority to represent business member or to enter into
any contracts or assume any liabilities on behalf of business member.
Neither business member nor business member’s employees or agents (i) is an
employee, agent or legal representative of Above and beyond, or
(ii) shall have any authority to represent Above and beyond or to enter into any contracts or
assume any liabilities on behalf of Above and
beyond.
25. Force Majeure
You
agree that Above and beyond is not responsible
to you for anything that we may otherwise be responsible for, if it is the
result of events beyond our control, including, but not limited to, acts of
God, war, insurrection, riots, terrorism, crime, labor shortages (including
lawful and unlawful strikes), embargoes, postal disruption, communication
disruption, failure or shortage of infrastructure, shortage of materials, or any
other event beyond our control.
26. Statements By Employees
Any
statements made or actions undertaken by Above and beyond’s employees are non-binding in nature.
Unless explicitly stated otherwise in this Terms and conditions and/or
SOW, Above and beyond employees and staff
do not have the authority to execute an agreement or contractually bind Above and beyond to any agreements.
27. Severability & Non-waiver
In
the event that a provision of this Terms and conditions and/or SOW is found to
be unlawful or otherwise is found to be unenforceable, the Terms and conditions
and/or SOW will remain in force as though it had been entered into without that
unenforceable or unlawful provision being included in it. We reserve all
rights permitted to us under this Terms and conditions as well as under the
provisions of any applicable law. Our non-enforcement of any particular
provision or provisions of this Terms and conditions and/or SOW or any
applicable law should not be construed as our waiver of the right to enforce
that same provision under the same or different circumstances at any time in
the future.
28. Survival
All
provisions of this Terms and conditions which by their nature should survive
termination shall survive termination, including, without limitation, content
provisions, business member representations and
warranties, payment provisions, ownership provisions, warranty disclaimers,
indemnity and limitations of liability.
29. Assignment
You
may not assign your rights and/or obligations under this Terms and conditions
and/or SOW to any other party without our prior written consent. We may
assign our rights and/or obligations under this Terms and conditions and/or SOW
to any other party at our discretion.
30. Communications
By
using the Services, you agree to receive certain communications in connection
with the Services. When you access and/or use the Services, you are
communicating with Above and beyond electronically, and
you consent to receive communications from Above and beyond electronically including but not
limited to notices related to the Services provided to you via email. You
agree that all agreements, notices, disclosures and/or other communications
that Above and beyond provides to you electronically
satisfy any legal requirement that such communications be in writing. Your
consent to receive records and notices electronically will remain in effect
until you withdraw it. You may withdraw your consent to receive further
records and notices electronically at any time by contacting Above and beyond. If you withdraw your consent to
receive such records and notices electronically, Above and beyond will revoke your access to the
Services. Any withdrawal of your consent to receive records and notices
electronically will be effective only after Above and beyond has a reasonable period of time to
process your request for withdrawal.
31. Entire Agreement
This
Terms and conditions along with the Privacy Policy and any applicable SOWs
constitute the complete and exclusive understanding and agreement between the
parties regarding the subject matter herein and supersedes all prior or
contemporaneous agreements or understandings written or oral, relating to its
subject matter.
Contact us: If you would like to request
additional information regarding this Terms and conditions, please contact us at support@aboveandbeyond.ae