SHARER TERMS AND CONDITIONS

1. INTRODUCTION

1. These Sharer Terms and Conditions (we refer to them as the “Sharer Terms”) set out the terms and conditions which apply to you when you use the Service, including the creation of Content and promotion of Products on the App.
2. Capitalised terms used in these Sharer Terms are defined in Schedule 1.
3. These Sharer Terms are between a Sharer (who we will also refer to as “you” and “your” in these Sharer Terms) and ILI Global Limited (“we” or “us”).
4. We may amend these Sharer Terms (or any part of them) at any time. We will notify you of any such changes in writing, which may include by email. If you continue to use the App and/or Service following notification of such changes, you will be deemed to have accepted any such changes to these Sharer Terms.
5. The Schedules to these Sharer Terms and/or any policy referred to in them form a binding part of them. 
6. If you have any questions about these Sharer Terms or your rights under them, please contact us at help@iloveit.com.
7. They apply to you in addition to, and without affecting the scope of any provision of, our User Terms, which also apply to you when you use the App.

2. COMMENCEMENT OF THESE SHARER TERMS

1. The Sharer Terms will become effective from the earlier of: i) the date on which you accept these Sharer Terms; or ii) you first download and access the App.
2. The Sharer Terms will continue to apply to you unless or until they are terminated in accordance with Clause 14.

3. THE SERVICE PROVIDED BY US

1. In consideration of your fulfilment of your obligations, we will:
   1. provide the Service with reasonable skill and care; 
   2. use reasonable efforts to restore any faults in the Service as soon as reasonably possible. The transmission of information via the internet is not completely secure, and there is always a risk that communications by electronic means may not reach their intended destination, or may do so later than intended, for reasons outside of our control, and it is not technically possible to provide the Service entirely free of fault at all times; and
   3. make your Products available to customers in accordance with the i love it Sharer Terms and Conditions.
2. We reserve the right to revise or alter the Service at any time. Any variation in the Service will be subject to these Sharer Terms.

4. HOW THE I LOVE IT SERVICE WORKS 

1. i love it provides the platform through which Brands make their Products available for sale on the App. Customers may order and pay for Products and we facilitate the negotiation and/or conclusion of the sale of Products on the App.
2. You will create and submit Content to the App for the purposes of recommendation of Products on the App. The Content will be uploaded to the App following its submission by you to the App.
3. If a Customer purchases a Product through the App that you have promoted in your Content (Sharer Sale), we will pay you a Commission in respect of that purchase. A Product purchase will be deemed a Sharer Sale if the last piece of Content that a Customer clicked on to reach the Product page from which they subsequently made the relevant purchase was Content submitted by you. 

4. We (the Sharers and i love it) agree to conduct ourselves at all times in our relations with each other with respect and mutual cooperation. 

5. YOUR ACCOUNT

1. You agree that you will promptly provide on request such information as we may require to enable us to complete your onboarding to the Service and/or to verify the identification and operations of you and/or your business, including (without limitation) to fulfil any legal and/or regulatory obligations which may apply to us, including in accordance with our Content Guidelines. You will not be able to set up a Sharer account and/or upload any Content until you have provided this information to us, and we, and any applicable third party, has reviewed and approved such information.

2. Please see our Privacy Policy for more information on how we handle this information.

6. PRESENTATION OF THE APP AND YOUR CONTENT

1. We have absolute discretion as to:
   1. the look, feel and content of the App; and
   2. the inclusion, positioning, location and all other presentation of any Content (including in our sole discretion the right to remove any Content from the App at any time during the Term).
2. We may, in our sole discretion, remove any Content from the App at any time during the Term for any reason (including, without limitation, because the Content does not comply with these Sharer Terms, the Content Guidelines and/or with any other i love it policy). i love it may, but it is not obliged to, provide the Sharer with notice of any such non-compliance, and allow the sharer to make such amendments to the Content, within any relevant timeframe notified to the Sharer by i love it.  If the Sharer makes such changes and ili is then satisfied that the Content is compliant with these Sharer Terms and/or otherwise suitable for uploading to the App again, then i love it may, but is not obliged to, do so.

7. SHARER'S OBLIGATIONS AND COMPLIANCE WITH LAWS

You agree :

1. to comply with the Content Guidelines;
2. to promptly pass on to i love it any complaints, comments or questions you receive about any Product or any questions or comments you receive in relation to any Product. You may not respond to any such complaints, comments or questions yourself;
3. to ensure that the Content complies with all applicable laws, regulations, codes and guidance as updated from time to time (“Applicable Laws”), including without limitation the CAP advertising code, the CAP Influencer’s Guide, and any Applicable Laws imposed or introduced by the ASA from time to time ;
4. to comply with all applicable anti-bribery legislation;
5. to ensure that your biography on all your social media accounts accurately reflects your association with i love it;
6. to comply with all your applicable obligations in relation to tax, including (without limitation) VAT registration and compliance, where applicable;
7. to inform i love it immediately of any criminal prosecution or other complaint brought against you after the date of this agreement and of any actual or likely press speculation or inquiry into you, your personal or business affairs, or publication in relation to such matters;
8. to inform i love it as promptly as reasonably practicable of any material developments or changes in your circumstances or activities which could reasonably be expected to adversely affect i love it’s use of the Content;
9. not to do anything which in i love it’s reasonable opinion would jeopardise your ability to perform your obligations under these Sharer Terms or prejudice the goodwill or reputation of i love it or any Product.

8. SHARER'S WARRANTIES AND INDEMNITY

1. You warrant, represent and undertake to i love it that:
   1. you have the legal capacity and are free to enter into and to perform this agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent you doing so;
   2. you are 18 years of age or older and you agree to provide i love it with identification to confirm your age if requested to do so by i love it;
   3. you do not have any unspent criminal convictions of any kind existing at the date of commencement of these Sharer Terms;
   4. the Content will be wholly original to you (unless it incorporates material provided to you by i love it) and will not infringe the copyright or any other rights of any third party;
   5. the Content will not contain any defamatory material or breach any contract, law or duty of confidentiality, or infringe any copyright or data protection rights;
   6. the rights you have granted to i love it are owned by or granted to you absolutely and you have not previously assigned, licensed or in any way encumbered them; and
   7. you have disclosed in writing to i love it all material facts that are relevant to your engagement as a Sharer under these Sharer Terms, including the nature and duration of past and existing endorsement agreements between you and third parties.
2. You shall indemnify i love it against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by i love it arising out of or in connection with any third-party claims or any action, adjudication or decision taken against i love it by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of clause 8.
3. You confirm that nothing in these Sharer Terms creates any form of employment relationship between us and you, and you (and/or your employer, as applicable) are solely and directly responsible to the relevant tax authorities for all matters regarding your tax obligations, including without limitation income tax and VAT.

9. PAYMENT OF COMMISSION AND HOW IT WORKS

General

1. When we accept you as a Sharer on the App, your payments wallet will be created and allocated to your i love it account.
2. When you make a Sharer Sale, you will be able to see the details of that Sharer Sale on your account dashboard, and the Commission Fee that you may earn from the Sharer Sale will be visible in your wallet.
3. No Commission Fee will be payable to you by i love it, and/or available to you to withdraw from your wallet, unless and until: i) the Returns Period has passed; and ii) during such Returns Period the order relating to the Sharer Sale has not been returned by the relevant customer and refunded by the Brand. 
4. If both conditions under clause 9.C. have been met, the Commission Fee will be available to you to withdraw from your wallet, provided that at the time at which you wish to make the withdrawal, the sum held in your wallet is greater than £10 (ten pounds sterling). In order to withdraw such Commission Fee, please contact us at help@iloveit.com to make a relevant request.
5. You will provide all banking details requested by us, so that we can make any payment owing to you in respect of any of Sharer Sales.
6. You will ensure that your banking details are kept up-to-date, and you must notify us of any changes no later than by the next working day. You agree to take full responsibility for any lost payments, and for paying any banking charges or other administrative expenses incurred by us as a result of any inaccuracies in your banking details. i love it is not accountable or liable for any delays in any payment to you where you have not supplied banking details, the details supplied are not correct or out of date, or where an outstanding query that affects the value of any monies owed is awaiting a response from you.
7. i love it is not responsible for any charges that may be applied by your bank for the receipt of funds by you from us.

10. INTELLECTUAL PROPERTY RIGHTS

1. Our Intellectual Property Rights
   1. You recognise that the Intellectual Property Rights in the i love it name, logo or branding are owned entirely by us, and agree that you may only use the i love it name, logo or branding in accordance with these Sharer Terms or with our prior written consent.
   2. All Intellectual Property Rights in the App and Service are and will remain our absolute property, or the property of our licensors as appropriate.
   3. Any Intellectual Property Rights created by us in the course of the performance of these Sharer Terms or otherwise in the provision of the App and/or Service will remain our property.
2. Intellectual Property Rights in information and material you provide to us
   1. You warrant that you are the legal owner of all of the Intellectual Property Rights in and relating to any Content or any other material or data which you provide to us for inclusion on the App, which includes without limitation any photographs, logos, images and copy that you provide to us, and any music included in any Content, and/or that you possess a valid permission to use any and all such Intellectual Property Rights;
   2. You warrant that if you make your Content available on the App, any consequent use of your Intellectual Property Rights by us on the App or otherwise in connection with the App or these Sharer Terms (including, without limitation, the use of your Content on our social channels, on our website or in any communications (including educational communications) created and shared by us, and/or by any Brand on its own site and/or social channels) will not infringe any Intellectual Property Rights owned by any third party, and there is and will be no claim against us by any third party arising in relation to the use of such Intellectual Property Rights.
   3. You agree to compensate us in full for any and all damages, liabilities, costs, expenses and/or losses resulting from any breach of Clause 10 in respect of any claim that the normal operation, possession or use of those Intellectual Property Rights by us infringes a third party's rights (Intellectual Property Rights Infringement Claim).
   4. In the event of any claim by a third party that the use of your Intellectual Property Rights on the App infringes the Intellectual Property Rights of such third party you will immediately make without any charge to us such alterations, modifications or adjustments to the Intellectual Property Rights as will be necessary to make them non-infringing. We will notify you as soon as possible if we become aware of any such claim by a third party.
   5. We may choose to take sole conduct of the defence to any claim or action in respect of any third party Intellectual Property Rights infringement claim and may settle or compromise such claim or action at our sole discretion. You agree to give us such assistance as we will reasonably require in respect of the conduct of such defence including with all court procedures and the provision of all relevant documents. At our request, you agree to take the conduct of the defence to any claim or action in respect of any of your Intellectual Property Rights. You agree not to, at any time, admit liability or otherwise settle or compromise, or attempt to settle or compromise, such claim or action except upon our express written instructions.
3. This Clause 10 will survive termination or expiry of these Sharer Terms regardless of how they come to an end.

11. CONFIDENTIALITY AND SECURITY

a. The Sharer and i love it agree that we will keep in confidence any Confidential Information and, except in accordance with these Sharer Terms, will not share that Confidential Information with any person (other than their employees, professional advisers or suppliers who need to know the information) without the written consent of the other party. For the avoidance of doubt, you authorise us (including our employees, agents and contractors) to hold and process your Content.

b. The obligations of confidentiality under the Sharer Terms will not extend to any matter which either party can show:

1. is in or has become part of the public domain, other than through a breach of the Sharer Terms or other confidentiality obligations;
2. was lawfully in the possession of the recipient before the disclosure under the Sharer Terms took place;
3. was independently disclosed to it by a third party entitled to disclose the same; or
4. is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.

c. The obligations of confidentiality under the Sharer Terms will remain in effect for two (2) years after the termination or expiry of the Sharer Terms, however they come to an end.

12. EXCLUSION AND LIMITATION OF LIABILITY (PLEASE READ THIS SECTION CAREFULLY)

1. Nothing in these Sharer Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or any other liability that cannot be excluded by law.
2. Subject to Clause 12.a, our total liability to you if we fail to comply with the Sharer Terms will be limited in aggregate to a maximum of £100 (one hundred pounds sterling).
3. Subject to Clause 12.a, we will not be liable to you for any loss of profit or other economic loss, foreseeable losses, costs, expenses or other claims for foreseeable compensation or loss or damage that arise in connection with the Sharer Terms, or for any liability incurred by you to a Customer, or to any other person, whether arising from the provision of the Service or otherwise.

13 TERMINATION

1. We may restrict, suspend or terminate our provision of the Service (or any part of it), or terminate the Sharer Terms immediately if:
   1. you significantly breach the Sharer Terms (or any other terms (including without limitation any i love it policies) which may apply in accordance with these terms);
   2. if you are unable to pay your debts when they fall due, or you enter into a legal process or an arrangement relating to being unable to pay your debts; or
   3. in our sole discretion, we determine that your eligibility or suitability to be listed on the App, or to make your Content available on the App, changes.

2. Without affecting the scope of clause 13.a, we may suspend or terminate our provision of the Service (or any part of it), or terminate the Sharer Terms for  any reason, at our convenience and/or sole discretion, we provide you with 30 days’ written notice of such suspension or termination.

3. If we restrict, temporarily suspend or terminate the provision of the Service to you, we will provide you with clear written reasons for doing so, and provide you with the opportunity to clarify the reasons prior to the restriction, suspension or termination becoming effective. 
4. Following termination of your use of the App:
   1. we will retain any payments that may be due to you as at the date of termination in respect of Sharer Sales for a period of [sixty (60) days] from the effective date of termination (the “Termination Period”). Following expiry of the Termination Period, we will pay any sums payable to you as at the date of termination, less any refunds of any of Sharer Sales during the Termination Period;
   2. we may exercise our discretion to remove any of your Content from the App and Service;
   3. i love it and the Sharer shall retain all rights, remedies and obligations that have accrued or become due prior to termination.
5. You shall provide us with no less than thirty (30) days’ written notice if you wish to terminate your participation on the App, and these Sharer Terms.

14. DATA PROTECTION

Each party shall, at its own expense, ensure that it complies with all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the General Data Protection Regulation ((EU) 2016/679) as retained in UK law. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

15. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Sharer Terms that is caused by any act or event beyond our reasonable control. If such an event takes place that affects the performance of our obligations under these Sharer Terms, our obligations shall be suspended and the time for performance will be extended for the duration of the event. 

16. WAIVER

If we do not insist that you perform any of your obligations under these Sharer Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you. 

17. ASSIGNMENT AND SUBCONTRACTING

You may not assign or transfer your rights or your obligations under these Sharer Terms without our prior written consent. 

We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement

18. ENFORCEABILITY

Each paragraph of these Sharer Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect. 

19. RIGHTS OF THIRD PARTIES

These Sharer Terms are between you and us. No other person has any rights to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise. Nothing in this clause excludes our rights when acting as commercial agent of any Sharer. 

20. GOVERNING LAW AND JURISDICTION 

These Sharer Terms shall be governed by and construed in accordance with English law. Any dispute arising from, or related to, the Sharer Terms shall be subject to the exclusive jurisdiction of the courts of England. 

‍

SCHEDULE 1: DEFINITIONS 

For the purposes of these Sharer Terms, the following terms shall have the following meanings:

App means the social commerce platform we provide to facilitate the recommendation and sale of Products.

ASA means the Advertising Standards Authority.

Brand means a seller who makes their Products available through the App.

CAP Influencers Guide means the guidance for social influencers, issued by the Committee of Advertising Practice on 28 September 2018;

Charges means the charges detailed in your Commercial Schedule as may be payable by you (following notification by us in writing).

Commission Fee means the commission payable to you by i love it in respect of Sharer Sales. The percentage value of the Commission Fee payable to you shall be as agreed between you and i love it in writing.

Confidential Information means any information that would be regarded as confidential by a reasonable business person including (without limitation) relating to the business, affairs, customers, clients, suppliers, plans, operations, processes, product information, know-how, designs, trade secrets or software of either party.

Content means any video content and photographs you create, and which, together with any other information, data or other material you provide to us to make available on the Service for the purposes of recommendation of Product(s).

Content Guidelines means any guidelines notified to you by us from time to time in relation to the presentation, content and formatting of your Content.

Sharer Sale shall have the meaning given to it in Clause 4.C.

Customer means a customer who buys a Product through the App.

i love it means ILI Global Limited, with company number 14828893, and its registered address at 3rd Floor 12 Gough Square, London, EC4A 3DW.

Intellectual Property Rights means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) as amended or re-enacted (by

common law, civil law, equity or otherwise) in relation to any invention, discovery, literary work, dramatic work, musical work, artistic work, copyright, database, trade mark, service mark, design (whether two dimensional or three dimensional), patents, semiconductor topography, confidential information, know-how, trade secret, and in each case whether or not it has been reduced to a material form, and howsoever it may be recorded, stored or embodied (including in an electronic or transient medium), including all applications for such rights as well as all extensions and renewals of such rights.

Products means any goods made available for sale by a Brand on the App.

Returns Period means the period of time following sale of a product during which a customer is entitled to cancel and return an order to a Brand, in accordance with our Returns & Refund Policy.

‍Service means the App and other services we provide, including without limitation the services and functionality provided to you through the App.

‍