Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before signing up for the Verlocal Ambassador program operated by InstQuest Incorporated (“us”, “we”, or “our”).
These Terms apply to all applicants of the Verlocal Ambassadors program (Service).
If you disagree with any part of the terms then you may not access the Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by InstQuest Incorporated. InstQuest Incorporated has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that InstQuest Incorporated shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on anysuch content, goods or services available on or through any such web sites or services.
Verlocal Ambassador Privileges
Enrollment in the Verlocal Ambassador program qualified you to enjoy the Verlocal Ambassdaor Privileges. These privileges include but not limited to: One Free Verlocal Experience A Month, Buddy Discount, Verlocal Ambassador T-shirt and our best efforts to share your content on our social media channels.
The One Free Verlocal Experience A Month refers to an experience that worth $100. If the experience chosen exceeds $100, you will have to pay the excess after a $100 rebate is given. Each month, the $100 will be disbursed in the form of a voucher code that can be applied to any Verlocal listing.
Buddy Discount refers to a 20% discount code that can be offered to your friends or partners who are attending the sponsored Verlocal Experience under the Verlocal Ambassador program. It is in good faith that we administer this discount code and up to our discretion to determine the number of times the discount code can be applied and for what listings.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 (change this) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
Content Delivery and Parties’ Responsibilities
In consideration of the privileges as a Verlocal Ambassador, you shall deliver the Content to us by the relevant Delivery Date in accordance with the Content Description including the relevant Brief. Time is of the essence in relation to any Delivery Date. The Delivery Date will be communicated with you once this Contract is executed.
If you are accepted into the Verlocal Ambassador program, you are expected to create four high-quality digital content every month. The standard of quality is up to the discretion of InstQuest Inc. and determined if it satisfies the minimum requirements of what constitutes high-quality digital content.
As a Verlocal Ambassador, you are also expected to join the Verlocal Ambassador Facebook Group. Each month, you are to comment on or share content posted by Verlocal Ambassador Facebook Group administrators. Once a post is uploaded on the Verlocal Ambassador Facebook Group, you are given 36 hours to engage on the post. Failure to comply will result in immediate termination of Verlocal Ambassador privileges.
Your Verlocal Ambassador privileges will be renewed at a quarterly basis and at the discretion of InstQuest Inc.
In the event that you breach the confidence of the contract or fail to deliver the content and meet the responsibility of engaging in Verlocal social media requirement, InstQuest Inc. will have the right to terminate your Verlocal Ambassadors privileged immediately.
You shall cooperate fully with us and any third parties appointed by us as necessary to deliver the Content in accordance with this Contract.
You shall notify us prior to delivery, if any Content contains any content in which any third party claims or might claim any intellectual property right (“Third Party Content”). If so, you shall be responsible for obtaining all necessary rights and permissions, including intellectual property rights or waivers thereof, and contractual documentation in connection with its use. If possible, you shall assign to us all intellectual property rights in the Third Party Content in accordance with clause 3.1 below, or if not possible, you shall ensure that the intellectual property rights in such Third Party Content are licensed to us on an exclusive, perpetual and royalty-free basis for our full use and exploitation.
You agree to notify us immediately if you become aware of any event or circumstance that has caused or may cause a delay in the completion or delivery of the Content to us.
You shall be solely responsible for promptly remedying, at your own expense and to our satisfaction, any non-conforming Content.
Our rights under this Contract are in addition to any applicable statutory terms implied in our favour by the Supply of Goods and Services Act 1982 and any other similar statute.
If You fail to deliver the Content as required by us, we may, without prejudice to any of our other rights or remedies under this Contract or law:
(a) terminate this Contract in whole or in part;
(b) refuse to accept any subsequent delivery of the Content;
(c) purchase substitute Content from elsewhere; and
(d) hold You responsible for any loss and/or additional costs incurred as a result of such failure.
The provisions of this clause 1, clause 3 and clause 4 shall be without prejudice to any acceptance or payment by us and shall extend to any substituted or remedial services that you provide.
We shall have no obligation or responsibility, to review the Content (including any Third Party Content) to determine whether it could result in any liability to any third party and if we reasonably believe in our sole discretion that it may, then we may remove it from publication and withhold payment of the Fee from you in full or in part. We will inform you in good time whenever we take this action.
In the event we are not satisfied that the Content delivered to us by you complies with this Contract (including without limitation the Content Description and relevant Brief) we will notify you and, subject always to compliance with the relevant Delivery Date, we will give you a reasonable opportunity to amend and resubmit the Content. For the avoidance of doubt, we are under no obligation to publish, distribute or otherwise use any Content you deliver to us whether or not it complies with this Contract.
Intellectual Property Rights
You hereby assign to us with full title guarantee by way of present assignment of present and future rights and free from all third party rights, all rights (including without limitation all copyright and any other intellectual property rights) in and to the Content (including any Third Party Rights if applicable subject to clause 1.3 above) and any other materials created or developed by you in connection with your performance of this Contract, together with all accrued rights of action in relation to any past or existing infringement of such rights.
You will, at our request, promptly do (or procure to be done) all such further acts, including the execution of all documents, as we may from time to time require for the purpose of securing the full benefit of this Contract.
We may edit, copy, adapt or translate the Content at our discretion and you undertake to procure irrevocable, waivers of any and all moral rights in the Content from all persons who may have any moral rights in the Content.
All materials provided to you by us in connection with your performance of this Contract including without limitation all documents, text, images, data and other content of any kind (“Contract Materials”) and all disks, tapes and other media on which the Content and Contract Materials are stored, are owned by us or our Client and nothing in this Contract has the effect of assigning or (save as expressly set out in this Contract) granting any right to you in or to the Contract Materials. You must not use any Contract Materials for any purpose other than providing the Content to us. You undertake on completion of the Content or when otherwise requested by us to promptly return all Contract Materials to us, without keeping any paper or digital copies.
You may not reproduce the Content or use the Content for your own purposes (including publicising your services) or use the Content or any of the Contract Materials in relation to any of your other clients or otherwise distribute or syndicate the Content without our express prior written consent, which we may grant or withhold in our absolute discretion.
Warranties and Indemnity
You warrant and undertake to us that the Content:
(a) shall be original and created solely by you and shall not have been copied, adapted or reproduced in whole or in part from any other work;
(b) shall not infringe or violate the any right of any third party in any part of the world including, without limitation, any proprietary right, intellectual property right, right of privacy, publicity or confidentiality or breach any contractual right whatsoever;
(c) shall conform with any and all descriptions and specifications set out in the Content Order Form (including without limitation the Content Description and any Brief) or as otherwise provided by us;
(d) shall be created and provided in accordance with, and shall not violate, any applicable law, statute, ordinance, regulation, code of conduct or guideline (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination and false advertising) from time to time in force; and
(e) shall not be inaccurate, offensive, obscene, defamatory, trade libellous, unlawful or contain anything that could otherwise be deemed harmful to us or our Client or any of our respective brands.
You further warrant and undertake that you and any sub-contractors providing any part of the Content:
(a) shall create and provide the Content using reasonable skill and care, in accordance with best industry practice and standards and in any event, to our satisfaction;
(b) are suitably qualified, have the necessary skills, experience, resources and all necessary consents to provide the Content and fulfil your obligations under this Contract;
(c) neither you nor any of your employees, agents, consultants, partners, representatives or subcontractors (“Associated Persons”) have at any time engaged in, or presently engage in, any activity, practice or conduct which may constitute an offence under any applicable fraud, anti-bribery or corruption laws or regulations, including but not limited to all local and international laws and regulations concerning fraud, bribery and corruption, including but not limited to the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act 1977 (“Anti-Corruption Laws”);
(d) shall provide a safe and healthy working environment for your staff and will comply with all applicable laws, rules and regulations regarding (i) human rights as defined by the United Nations, (ii) the protection of the environment, and (iii) the community in which you operate and other stakeholders. You shall as part of your internal measures to ensure compliance with this clause 4.2(d), maintain and implement policies and procedures to monitor, assess and prevent the risk of non-compliance by you or any of your Associated Persons which shall be made available for immediate inspection upon our written demand and failure to implement policies and procedures which are, in our sole discretion, adequate shall be deemed a material breach of this Contract. You shall, immediately upon discovery, notify us of any breach or suspected breach by any employee or Associated Person of this clause4.2(d);
(e) have right to enter into this Contract and the assignment at clause 3.1 and have not previously assigned, licensed or otherwise disposed of or encumbered any of the Content; and
(f) are entitled to give all assurances, confirmations, waivers and agreements set out in this Contract to enable us and/or our Client to exploit the Content without making any further payment to you or any third party other than as expressly set out in this Contract or otherwise expressly agreed by us in writing.
You shall indemnify us on demand and hold us harmless from any and all claims, liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred by us or, where applicable, our Client, as a result of or in connection with:
(a) any alleged or actual infringement, whether or not under English law, of any third party’s intellectual property rights or other rights arising out of the use of the Content;
(b) any liability arising from your breach of your warranties under this Contract or other failure to perform your obligations as required by this Contract; or
(c) any liability arising as a result of your acts or omissions (or the acts or omissions of your Associated Persons).
The provisions of this clause 4 shall survive termination of this Contract, however arising.
You undertake, for the duration of this Contract and afterwards, to keep strictly confidential all confidential matters disclosed to you by us relating to us, our Client or the Client’s products. Confidential matters will normally include (but are not limited to): your engagement by us and the terms of this Contract, details of the campaign for which the Content is required, all information concerning the Client’s products which are not already in the public domain and all information related to the Client’s advertising and marketing plans. You undertake to ensure that all Associated Persons and other third parties to whom it may be necessary to disclose confidential matters for the purposes of performing your obligations under this Contract undertake to keep such matters strictly confidential.
We may terminate this Contract for any reason upon thirty (30) days written notice to you, in which case we will pay you an appropriate proportion of the Fee for any Content created and delivered to us up to the date of such notice.
Without prejudice to any other rights and remedies available to us under this Contract or otherwise, we may terminate this Contract immediately if:
(a) you are found to be in breach of an obligation under this Contract and, if the breach is capable of remedy, fail to remedy the breach within five (5) days of receipt of a notice from us requiring remedy of the breach;
(b) a petition is presented for an administration or winding up order against you or a receiver, administrative receiver or manager is appointed over any of your assets or an order is made or a resolution passed for your winding up or if you enter into any composition with your creditors or if any of these appear to us to be likely to happen;
(c) for any other reason whatsoever it appears to us that you may become unable to perform your obligations under this Contract or to perform them within the agreed time period.
In the event we terminate this Contract under clause 7.2 you shall reimburse to us all additional costs incurred by us and/or by the Client in obtaining the Content from an alternative supplier.
Termination of this Contract, howsoever arising, shall be without prejudice to the rights, remedies and duties of the parties prior to termination.
Anti-bribery and corruption
You shall ensure that, in relation to this Contract and general business practices, neither you, nor any of your Associated Persons, engage in any activity, practice or conduct which may constitute an offence under any applicable Anti-Corruption Laws. In particular, you shall not, and will ensure that any Associated Persons do not offer or pay to, or solicit or receive from any other person (including public and government officials) or company, any bribe with the intent to obtain an advantage in the conduct of the business or cause another person to improperly perform their duties or to induce any person to perform those duties which they are required to perform in the course of their employment.
As part of your internal measures to ensure compliance under this clause 8, you shall maintain and implement policies and procedures to monitor, assess and prevent the risk of breaching Anti-Corruption Laws by you or any of your Associated Persons. Such policies and procedures shall be made available for immediate inspection upon our written demand and failure to implement policies and procedures which are, in our sole discretion, adequate shall be deemed a material breach of this Contract.
You shall, immediately upon discovery, notify us of any breach or suspected breach by any employee or Associated Person of this clause 8 and/or any Anti-Corruption Law.
Except as agreed by us in writing, no element of the performance of this Contract may be sub-contracted by you and you may not assign or otherwise transfer any rights and/or obligations under these terms without our prior written consent.
These Terms and Conditions shall apply to the exclusion of all other terms and conditions contained in any document, which have not been authorised and signed by us.
Nothing in this Contract is intended to, nor shall be deemed to, constitute a partnership or joint venture of any kind between the parties, and no party shall have authority to act as agent for, or to bind the other party in any way.
No variation of this Contract shall be valid unless it is in writing and signed by, or on behalf of, each of the parties.
A waiver of any right under this Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under this Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
For the purposes of this Contract, all notices, invoices and other communications shall be transmitted to the parties at the addresses in the Content Order form or as otherwise notified to the other party in writing from time to time.
Unless specifically provided otherwise, rights arising under this Contract are cumulative and do not exclude rights provided by law.
This Contract may be executed in any number of counterparts, each of which when executed shall be an original and together shall constitute one and the same instrument. This Contract shall not be effective until each party has executed at least one counterpart.
This Contract and any claim or dispute arising out of or in connection with it (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts.
If you have any questions about these Terms, please contact us.