TERMS AND CONDITIONS OF SERVICE

Latest version: 2018/02/19

The following Terms and Conditions of Service (hereinafter, the "Agreement) govern all services provided by NAKDCOM ONE WORLD AB, with company reg. no. 556971-2002, headquartered in Gamlestadsvägen 4 B 15, 415 02 - Göteborg, Sweden (hereinafter, “NA-KD”), through the website https://be.na-kd.com (hereinafter, the “Platform”).

The Platform allows self-employed individual and legal entities who have accumulated a large and exclusive network of followers on Instagram, Twitter, Snapchat, and/or other social platforms (hereinafter, the “Influencer”), to promote NA-KD and its products and earn money via commission.

The Agreement set the contractual obligations between you - the Influencer - and NA-KD (hereinafter, the “Parties”).

Please be advised that you should not click and accept the Agreement on behalf of an entity unless you have been authorized to bind that entity to the terms of this Agreement.

By registering to the Platform, the Influencer agrees to the following:

  1. SCOPE AND DURATION OF THE AGREEMENT

1.1 This Agreement governs the cooperation between the Parties concerning the promotion of NA-KD and its products (hereinafter the “Products”) by the Influencer.

1.2 This Agreement shall apply as of the day of acceptance of the Influencer registration and shall remain in force until terminated by either Parties in accordance with the provisions set forth in clause 6 of the Agreement.

1.3 The Parties are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The Influencer has no power or authority to bind NA-KD to any obligation, debt, liability, and shall not hold itself out as an agent, employee or representative of NA-KD. This Agreement shall not be deemed to constitute a partnership, association, joint venture or other co-operative entity.

  1. ACCOUNT REGISTRATION & ELIGIBILITY

2.1 In order to access and use the Platform, the Influencer is required to register and provide NA- KD various information. Please review our Privacy Policy to know how NA-KD manages your personal information.

2.2 The Influencer is responsible for the confidentiality of her login information to the Platform (username and password) and must report any loss of exclusive control over this information. The Influencer agrees to provide NA-KD with complete, accurate, and updated information. Incorrect or outdated information may lead to delays, errors or inability to make or receive payments.

2.3 NA-KD will evaluate case by case each application and will approve or deny each application at its sole discretion. The Influencer will receive an approval or denial answer from NA-KD to the email address provided while registering.

  1. USE OF THE PLATFORM

3.1 The Influencer shall use the Platform to promote the Products. The Influencer uses the Platform at her sole discretion. Aforesaid activity and some additional marketing actions decided upon with the Influencer’s contact person, allow the Influencer to earn commission. The more the Influencer uses the Platform, the more the Influencer is likely to earn commission.

3.2 Upon approval of registration, the Influencer will be contacted by her contact so ways to earn commission can be decided.

3.3 The Platform will allow the Influencer to (i) order Products and/or (ii) communicate with her contact and/or (iii) link to the Platform various marketing materials/actions that the Influencer has created (hereinafter, “Content”) through her own social media accounts or sites. The Influencer will be able to order Products, only upon NA-KD’s acceptance.

3.5 The Influencer shall not, for the duration of the Agreement, attempt to contact and/or engage with NA-KD other than via the Platform.

  1. OBLIGATIONS AND RESPONSIBILITIES OF THE INFLUENCER

4.1 The Influencer undertakes, during the term of the Agreement, to promote NA-KD and/or its Products in all marketing channels which the Influencer uses for her business. The promotion shall be conducted in a matter that the Influencer deems appropriate in an editorial context and purpose of her choice.

4.2 The Influencer shall always disclose to her audience when post(s) are marketing actions directly sponsored by NA-KD.

4.3 The nature and design of the Content is determined by the Influencer with the condition that the post(s) directly or indirectly promote NA-KD and/or its Products.

4.4 The Influencer remains responsible for the Content she publishes. NA-KD cannot be held liable for the Content(s) of any of the Influencer posts and/or advertising statements, and/or the Influencer’s failure to disclose her sponsored relationship to her fans and Profile’s social networks. The Influencer is solely responsible for abiding by all laws and regulations that apply to her, including relevant advertising and marketing law.

4.5 The Influencer shall always act in a professional manner and with NA-KD’s best interest in mind. The Influencer shall therefore not post any images, videos or written content that violate the rights (including copyrights) of any third party, and/or that are unlawful, harmful, threatening, abusive, offensive, harassing, discriminatory, defamatory, vulgar, obscene, hateful, degrading or violate and/or encourage the violation of any applicable local, national or international law.

If such Content linked, or not, to the Platform and/or harm in anyway NA-KD, the Agreement may immediately be terminated. In such case, NA-KD reserves the right to take legal actions.

4.6 If the Influencer is represented by a manager, agent, or other third-party representative that has a contractual right to a percentage of fees paid to the Influencer under this Agreement, the Influencer shall be solely responsible for making any payments due to such entity. The Influencer hereby agrees to indemnify and hold NA-KD harmless from and against any claims or legal action brought against it.

  1. COMMISSION

5.1 Commission can only be earned if the approved Influencer provides NA-KD a valid VAT number. NA-KD won’t be able to pay the Influencer commission, if the Influencer does not have a valid VAT registration.

5.2 Once above number has been provided to, and approved by NA-KD, the Influencer and NA- KD will communicate and negotiate the commission terms. Commission terms cannot be negotiated outside of the Platform.

5.3 Commission will be paid directly into the Influencer’s bank account, on a monthly basis. At the end of each month, the Influencer will receive an invoice summarizing the total amount earned. NA-KD shall pay invoices within sixty (90) days from issue.

5.4 NA-KD shall not be held liable for any fees, charges from the Influencer’s banking institution as outside of NA-KD’s control. It is also understood and agreed that transfer period vary depending upon bank policies.

5.5 The Influencer’s earnings may be subject to income and other taxes. You are solely responsible for reporting any taxes to tax authorities in your jurisdiction. NA-KD cannot be held responsible for any claims from above tax authorities.

  1. TERMINATION

6.1 The Parties may terminate this Agreement at any time for any reason, without notice, at their sole discretion. The Influencer account will then be closed and the Influencer shall at NA-KD written request, destroy any and all information and/ or materials in the Influencer possession coming from the Platform.

6.2 In case of termination, only commission earned as of the date of termination shall be paid to the Influencer. Notwithstanding the foregoing, provisions 4.3, 5.4, 8, 9, 10, 11 and 12.7 shall survive the termination of the Agreement.

  1. PERSONNAL INFORMATION

7.1 Our Privacy Policy sets out the terms on which NA-KD processes any personal data collected from the Influencer, or that the Influencer provides to NA-KD. Please make sure to check out and accept how NA-KD manages your personal information before using the Platform.

  1. REPRESENTATION AND WARRANTIES

8.1 The Influencer hereby represents and warrants that:

(i) The Influencer has the unrestricted right to enter into this Agreement without the consent of any third party;

(ii) Content the Influencer posts in relation to the Platform including but not limited to text, photographs, original artwork or videos will be original and have been created specifically by the Influencer;

(iii) this Agreement does not conflict with any presently existing commitment on the part of the Influencer or any competing or conflicting rights of any third party and

(iv) to indemnify and hold the NA-KD harmless from and against any liabilities, losses, claims, demands, costs and expenses arising in connection with any breach or alleged breach by the Influencer of any of the provisions set forth in this Agreement.

(v) the Influencer shall not reproduce and/or copy information or material, or in any way modify, use, store, exploit material from the Platform for any purpose whatsoever.

  1. LIMITATION OF LIABILITY

9.1 The Platform may contain links to other websites. NA-KD is not responsible or liable for (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources.

9.2 NA-KD provides no warranty that the use of the Platform will be successful for the Influencer, that if the Influencer is accepted as an Influencer.

    1. NA-KD will not be liable for any loss or damage, whether in contract, tort, negligence, or otherwise. In particular, NA-KD cannot be held liable for loss of profits, sale, business, revenue, of business opportunity, goodwill or reputation.

    2. NA-KD’s total aggregate liability to the Influencer for any claim in contract, tort, negligence arising out of or in connection with na-kd.com and/or the use of the Platform shall not exceed one hundred (100) euros. In the event of a breach by NA-KD of this Agreement, the Influencer confirms that the recovery of damages would be an appropriate remedy.

  1. INTELLECTUAL PROPERTY RIGHTS

10.1 NA-KD and/or its licensors own all the intellectual property rights related to the Platform, such as, but not limited to, trademarks, logos, images, videos, dashboard, features, data, information, tools, updates, code or software. Any reproduction, duplication, copying, selling, reselling or exploiting is prohibited, except where expressly authorized by NA-KD.

10.2 The Influencer agrees to grant NA-KD a non-exclusive, perpetual, free of charge, worldwide, without any time limitation, license to use, reproduce, distribute, modify any Content published by the Influencer for promoting NA-KD or/its Products through her own social media accounts or sites. The Content may therefore also be presented on NA- KD´s official social media channels and/or na-kd.com, and all its related sub-domains, in pursuit to increase sale of Products and NA-KD awareness.

  1. CONFIDENTIALITY

11.1 The Influencer, whether during the continuance of this Agreement or at any time hereafter, shall not disclose, divulge, make public or make any use of, for whatsoever purpose or reason, the details and provisions set forth and arising from this Agreement and use of the Platform.

  1. MISCELLEANOUS

    1. The Parties may not, in whole or in part, assign or pledge rights and/or obligations under this Agreement without the written approval of the other Party.

    1. NA-KD reserves itself the right to amend this Agreement from time to time. The new date will be added to the Agreement each time we change it. If you continue to use Platform after the date we change the Agreement, you'll be deemed to accept the changes.

    1. If the Agreement must be translated into another language, the definitive version of the Agreement shall be the English language version, and any dispute in respect of the meaning of this Agreement shall be resolved by reference to the English language.

    1. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.

12.6 This Agreement constitutes the entire arrangement and understanding between the Parties and supersedes and extinguishes all prior agreements, negotiations and discussions relating to the subject matter of this Agreement, whether written or verbal. Any changes to this Agreement shall be made only through a written agreement signed by the Parties sought to be bound thereto.

12.7 This Agreement shall be governed by and construed under the laws of Sweden.

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