WeAre8 Media Ltd
Advertiser Terms of Use 

           2. Services

          Self Service

• 2.1. When Advertiser registers an account on the SAM-i Platform, Advertiser is signing up to the Self Service. When adding funds to the SAM-i account, Advertiser is committing to spend those funds and such funds are non-refundable. Once funds are added to the SAM-i account, Advertiser may create and manage Campaigns themselves, see reporting and fund the Campaigns through the SAM-i Platform. For more information, please see the FAQ page or contact our client success team at sam-i@weare8.com for any questions.  

          Managed Services

• 2.2. To request our Managed Services, please contact sam-i@weare8.com for more details. In addition to these Terms, Advertiser will be required to agree to a separate Statement of Work with us for the provision of Managed Services , which will provide details of the scope of services and deliverables and the timeline/milestones to be achieved. For the avoidance of doubt, if there is a conflicting clause between these terms of use and any such separate Statement of Work, the Statement of Work shall prevail.  Advertiser shall pay 100% of the actual ad consumption amount to us if any standard ad order is withdrawn in less than 14 calendar days before the scheduled ad flight.
  

• 2.3. Payment terms will be governed by the separate agreement and/or Statement of Work.
  

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           3. Your use of the WeAre8 App and SAM-i Platform

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• 3.1.  We will carry out the Services in accordance with good industry practice and with reasonable care and skill. We grant you a non-exclusive, non-transferable right to access the SAM-i Platform, WeAre8App and the Services solely to run Campaigns pursuant to these terms of use.
  

• 3.2. You shall not:
  

• 3.2.1. Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any port of the SAM-i Platform, WeAre8 App and/or the Services in any form or media or by any means; 
  

• 3.2.2. Attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the SAM-i Platform, WeAre8 App and/or the Services;
  

•   3.2.3. Access all or any part of the SAM-i Platform, WeAre8 App and/or the Services in order to           build a product or service which competes with the same;
  

1.    3.2.4. Use the SAM-i Platform, WeAre8 App and/or the Services to provide services to third            parties; 
   

1. 3.2.5. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the SAM-i Platform, WeAre8 App and/or the Services available to any third-party except as permitted under these terms of use; or
   

1. 3.2.6. Attempt to obtain, or assist third parties in obtaining, access to the SAM-i Platform, WeAre8 App and/or the Services, other than as permitted under these terms of use.
2. For clarity, an Agency may use the SAM-I platform, the WeAre8 app and/or the Services on behalf of an Advertiser and shall be bound by the obligations contained in this clause 3.2
   

1. 3.3. The WeAre8 App is made available free of charge and together with the SAM-i Platform are made available on an “as is” basis. We do not guarantee that the WeAre8 App and/or the SAM-i Platform, or any content on it, will always be available, be interruption free and/or will otherwise meet your requirements. We may suspend or withdraw or restrict the availability of all or any part of the WeAre8 App and/or the SAM-i Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
   

1. 3.4. Although we make reasonable efforts to update the information on the WeAre8 App and/or the SAM-i Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the WeAre8 App and/or the SAM-i Platform is accurate, complete or up to date.
   

1. 3.5. Where the WeAre8 App and/or the SAM-i Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
   

1. 3.6. The WeAre8 App and/or the SAM-i Platform includes information and materials uploaded by other users of the services. The views expressed by other users on the WeAre8 App do not represent our views or values.
   

1. 3.7. We do not guarantee that the WeAre8 App and/or the SAM-i Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access the WeAre8 App and/or the SAM-i Platform. You should use your own virus protection software.

           4. Campaign creation/editing

1. 4.1. Advertiser shall provide all information requested by us (via the SAM-i Platform or otherwise) for the provision of the Services from time to time, including but not limited to:
   

1. 4.1.1. brand verification details;
   

1. 4.1.2. Campaign, ad set, ad names;
   

1. 4.1.3. Brand name;
   

1. 4.1.4. brand logo;
   

1. 4.1.5. objectives and details around the overall goal of the marketing Campaign;
   

1. 4.1.6. details of target audience (age, gender, location, custom audiences);
   

1. 4.1.7. timing;
   

1. 4.1.8. budget;
   

1. 4.1.9. beneficiary charity;
   

1. 4.1.10. video creative and creative brief;
   

1. 4.1.11. questions;
   

1. 4.1.12. call to action link; and
2. 4.1.13. any promotional content, including any promotional videos and adverts. and the above, together with any other content and/or materials (including but not limited to that relating to Campaigns and/or otherwise uploaded to the WeAre8 App and/or SAM-i Platform and/or used as part of the Services) is collectively referred to as “Advertiser Materials”.
   

1. 4.2. Advertiser may test and/or edit Campaigns before publishing and we reserves the right to moderate Paid Brand Videos in our sole discretion from time to time.
   

1. 4.3. Advertiser can modify or otherwise amend the information it provides under clause 4.1 subject to our reserved right to review and/or re-moderate such information in our sole discretion before changes are applied. Any review and/or re-moderation process may temporarily unpublished any related Paid Brand Videos.
   

           5. Moderation

1. 5.1. We reserve the right to moderate Paid Brand Videos in our sole discretion from time to time. We reserve the right to reject any Campaign with or without a cause.
   

1. 5.2. Where we chooses to moderate any Paid Brand Videos, we may communicate the result of the moderation process to you. If the Campaign is disapproved or rejected, our team may provide a reason for the rejection and an option to amend Campaign and resubmit it for review in order to get it approved.
   

1. 5.3. Advertiser must comply with the Advertising Policies set out here, and/or otherwise provided to Advertiser by us from time to time.
   

1. 5.4. We reserve a right to ask for documentation to verify your identity and to confirm that you are authorised to represent the Brand.
   

1. 5.5. You warrant and represent that you do not and shall not advertise and/or operate in relation to the following sectors:
   

1. 5.5.1. firearms;
   

1. 5.5.2. oil companies;
   

1. 5.5.3. plastic surgery;
   

1. 5.5.4. tobacco;
   

1. 5.5.5. loans – Get rich quick;
   

1. 5.5.6. loans – Money Lending;
   

1. 5.5.7. pornographic or sex-related materials/merchandise;
   

1. 5.5.8. drug paraphernalia;
   

1. 5.5.9. illegal materials or content;
   

1. 5.5.10. religion;
   

1. 5.5.11. politics (for the avoidance of doubt this does not include encouraging our Customers to vote);
   

1. 5.5.12. esoteric;

1. 5.5.13. portal commercial – online directories; and
   

1. 5.5.14. gambling (Casino, poker, gaming and sports betting).

           6. Reporting

1. 6.1. WeAre8 will provide a detailed report on your Campaign(s) including:
   

1. 6.1.1. Number of Completions;
   

1. 6.1.2. Total spent;
   

1. 6.1.3. Individuals’ answers to questions;

1. 6.1.4. Clicks; and
   

1. 6.1.5. Audience demographics.
   

1. 6.2. You may integrate our pixel to track conversions on your websites. In such case this data will be populated in the reporting and/or provided by the our client success team.
   

1. 6.3. 1.1.   For third-party tracking, Advertiser should choose from those third-party data analytics companies cooperating with us in order to ensure the accuracy of data. Please refer to “Third-party Tracking Link Instruction” in the SAM-i Platform for more details. 

1. 7. Billing and taxes
   

           Pricing 

1. 7.1. 1.1.   Price per Completion will be communicated on the SAM-i Platform and/orby our representatives in a Statement of Work. The price will be based on the length of the Paid Brand Video and may vary from time to time (“Price”).You shall pay the Price to us in accordance with these terms of use. Changes to the Price will not affect live/current Campaigns, and will only affect new Campaigns published after the change.
   

1. 7.2. The Price includes:
   

1. 7.2.1. consumer payments (i.e. the payments to the Individuals for Completion);
   

1. 7.2.2. charity donations (i.e. donations to the charity of your choice when Individuals Complete Paid Brand Videos);
2. 7.2.3. pre-approved expenses; and

1. 7.2.4. our fee which covers mobile partnerships, media partnerships, targeting engines, reporting, user and content moderation, data security, our management fee for users of our Managed Services and payment infrastructure (“WeAre8 Fee”). The WeAre8 Fee also includes carbon offset contributions via collaborating projects, helping to make Campaigns carbon friendly.

           Billing/Payment terms

1. 7.3. Advertiser is required to provide all billing information, brand verification information, details of payment methods and Campaign funds, invoicing information and any other information or details as requested by us from time to time.  
   

1. 7.4. Generally, we require Advertisers (other than Invoiced Partners) to pre-pay funds and such balance can then be spent via the SAM-i Platform.  
   
2. 7.5. If you are an Invoiced Partner, we may request additional Advertiser verification in relation to you from time to time.If you are an Invoiced Partner, we will issue an invoice and payment is due within 14 calendar days from the invoice issue date, unless otherwise agreed in writing.
   

1. 7.6. If the Advertiser defaults in making payment of any sums by the due date, we reserve the right to: (i) terminate its agreement with Advertiser; or (ii) require immediate payment for all Campaigns booked by the Advertiser and to require payment in advance for future bookings, and pending such payment, we reserve the right to omit or suspend all or any Campaigns due to appear and/or Advertisers use of the Services, the SAM-I Platform and WeAre8 App. 
   

1. 7.7. Advertiser shall not set-off or claim to set-off for any reason whatsoever any sum or amount whether in dispute or agreed which may be payable by us to Advertiser.
   

1. 7.8. WeAre8 shall be entitled to charge interest on any outstanding balance owed to us at the rate of 8% above the base rate of Bank of England from the date that the invoice became due for payment until the date it is paid in full.
   

1. 7.9. Any queries concerning an invoice must be raised with our Finance Department at finance.uk@weare8.com within 10 working days of the date of invoice.
   

1. 7.10. Any advertising rates are subject to variation from any government taxes and levies. Advertiser is required to pay VAT. Exact VAT charges will be communicated during the payment process. We will provide receipts/invoices for Advertiser to claim VAT return, where applicable.

          Payments

1. 7.11.  Self Service payments are being processed via Stripe and may include a payment processing fee set by Stripe depending on the payment method. Exact payment fee and processing time will be communicated during the payment process. For more information, please see Stripe’s terms and conditions . We don’t store Advertisers’ payment method details. Advertiser payment details are all stored on Stripe. Available Payment methods include Debit/Credit cards and direct debit.
   

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2. 8. DATA
   

1. 8.1. We have the right to track, record, use, and resell anonymised data exclusive of personal data and personal identifiable information associated with how you use our Services and the WeAre8 App, including but not limited to:
   

1. 8.1.1. the categories of Paid Brand Videos you send to Individuals;
   

1. 8.1.2. responses, performance and demographics of your Campaigns; and
   

1. 8.1.3. media spend.

1. 9. COMPLIANCE WITH LAWS AND POLICIES
   

1. 9.1. We reserve the right to remove any Advertiser Materials, suspend publication of any Paid Brand Videos, pause any live Campaigns and/or deactivate or blacklist your account if you are in breach of our terms.
   

1. 9.2. You agree that you and all Advertiser Materials will fully comply with applicable laws, rules, regulations, industry guidelines, our Advertising Policies and moderation rules including within these terms of use or otherwise provided to you by us from time to time.
   

1. 9.3. Pursuant to clause 5.5, you warrant and represent that the Advertiser Materials are not:

1. 9.3.1. Misleading, inaccurate, incomplete or in violation of any intellectual property laws;
2. 9.3.2. Defamatory, pornographic, illegal, or offensive in nature;
3. 9.3.3. Used to sell immoral or otherwise illegal property; or 
4. 9.3.4. Include any content or materials that depicts hatred, violence, cruelty, or anything else that could in our reasonable opinion constitute hate speech, infringe the rights of others, or be otherwise considered illegal, immoral, distressing or offensive (including but not limited to abuse, threats, obscenity, defamation, libel, or otherwise promote illegal activities or conduct).
   

1. 9.4. You warrant and represent that:

1. 9.4.1. You have and will maintain all necessary authorisations, rights, licences, consents, and permissions necessary to enter into these terms of use and for the performance of your obligations under these terms of use (including but not limited to those relating to the use of Advertiser Materials); and
2. 9.4.2. Any information you provide to us, whether via the SAM-i Platform or otherwise (including but not limited to Advertiser Materials) is complete and accurate.
   

1. 9.5. You will cooperate with us in removing or modifying any inappropriate Advertiser Materials or Advertiser Materials that are otherwise in breach of these terms of use. To the extent you are not in compliance with these terms of use, you will promptly remove and take down any non-compliant Advertiser Materials, and we may report you to the appropriate legal authorities, exclude specific promotions from the WeAre8 App and/or otherwise suspend your access to the Services, SAM-i Platform and/or WeAre8 App without affecting our other rights and remedies.
2. 9.6. We may provide tools and features to reasonably help you to comply with applicable laws from time to time, in its sole discretion.
3. 9.7. You must not create fraudulent accounts or impersonate brands or individuals.
4. 9.8. Only Advertisers located in the Supported Countries will be eligible to create and send Paid Brand Videos. The use of a VPN to sign up to Our Services outside of the Supported Countries will not enable you to create or send Paid Brand Videos. 
5. 9.9. If an image of a child appears in any content, you must obtain appropriate rights to use such content.
6. 9.10. You must ensure you have the consent of any person featured in any Paid Brand Videos to use their image.

1. 10. ADDITIONAL INFORMATION ABOUT THE RELATIONSHIP BETWEEN YOU, Individuals, AND US

1. 10.1. You have full discretion over the targeting of your Paid Brand Videos to Individuals and can choose to block Paid Brand Videos from particular profiles based on any criteria you choose. You may also withdraw the Paid Brand Video at any time, however you will not be entitled to a refund in such circumstances. 
2. 10.2. We do not represent, warrant, promise or guarantee any level of engagement or clickthrough that your Paid Brand Videos will achieve. We have no control over Individuals’ activity through the WeAre8 App and we are simply providing Advertisers the unique opportunity to reach Individuals through the SAM-i Platform. It is entirely up to you to create engaging Paid Brand Videos that Individuals will resonate with.
3. 10.3. Except for the payments comprising the Price described above, we do not take any responsibility for agreements reached between Individuals and Advertisers using the WeAre8 App, or otherwise connected via the Services.
4. 10.4. You are the owner of the Advertiser Materials you create and publish on our platform and any intellectual property in relation to those materials. You hereby grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, use, view, copy, adapt, modify, distribute, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise fully exploit all Advertiser Materials and otherwise use the Advertiser Materials for the purpose of providing you with the Services. Where you enter into a paid agreement with an Individual requiring the Individual to create and publish content, any related intellectual property rights shall be treated as being owned by you for the purposes of this clause and we have no responsibility in relation to such content.
5. 10.5. You acknowledge and agree that we and/or our licensors own all intellectual property rights in the SAM-i Platform, WeAre8 App and Services. Except as expressly stated herein, these terms of use do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the SAM-i Platform, WeAre8 App and/or Services.

1. 11. LIMITS OF LIABILITY

1. 11.1. You agree that you will be responsible for your use of the WeAre8 App and Services and you agree to defend and indemnify us and our officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) these terms of use and your access to, use of, or alleged use of the WeAre8 App and Services; (ii) any third-party intellectual property infringement claim in relation to the Advertiser Materials; or (iii) any disputes or issues between you and any individual in relation to your use of the WeAre8 App and/or Services. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defence of such claim.
2. 11.2. To the maximum extent permitted by law, we shall not be liable to you for any indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to loss of revenues, lost profits, loss of anticipated savings, lost or corruption of  data, loss of use, loss of contract, business or opportunity, loss of savings, discount or rebate (whether actual or anticipated), harm to reputation or loss of goodwill, indirect or consequential losses of any kind whatsoever and however caused, whether or not reasonably foreseeable, reasonably contemplative, or actually foreseen or actually contemplates by that Party at the time of entering into these terms of use or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to these terms of use, whether based on contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise and whether or not we have been advised of the possibility of such damages.
3. 11.3. To the extent not prohibited by law, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with these terms of use shall be limited to the amount actually paid by you to us over the three months prior to when the claim arose. Nothing in these terms of use shall exclude or restrict any liability in any way for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation or resulting from gross negligence or wilful misconduct of us.
4. 11.4. If any ad fails to be served because Advertiser fails to deliver any information requested by us from time to time (including information requested or otherwise provided under clause 4.1), within the agreed timeline, we will not be responsible in such situation and will not make any payments for compensation to Advertiser/Agency.
5. 11.5. WeAre8 shall not be responsible for any consequence or losses suffered by you if Advertiser’s landing page does not work properly. In such situation, we may suspend the ad serving in its sole discretion and free from liability without informing Advertiser in advance in order to maintain a better users’ experience. In addition, Advertiser is prohibited from inserting any universal link onto the landing page and we reserve the right to immediately cease the ad serving free from liability.
6. 11.6. We will exercise reasonable care and skill in the handling and publishing of the advertising but where the advertising is not published in accordance with these terms of use or any applicable consumer law guarantees which cannot be excluded, whether through any failure (technical or otherwise) or negligent act or omission on our part or any third party, our liability will be limited (at our discretion) to either:

1. 11.6.1. Publishing the advertising (or a replacement advertising if provided by the Advertiser) as soon as is reasonably practicable and for such time as is necessary to generate a number of substitute Completed video views equal to the shortfall or to otherwise address publication of advertising not in accordance with these terms; or
2. 11.6.2. Refund to the Advertiser that proportion of the amounts paid which relate to such advertising and/or Completed video views which were not provided (or not provided in accordance with these terms of use) or, if the relevant amounts were not paid by the Advertiser, agree that such amounts will not be due or payable.

1. 11.7. In the event that any guaranteed Completed video views figure is not reached, we reserve the right to either refund a proportion of the Price, pro rata to the shortfall, or to extend the period the advertising is displayed until the target is reached.
2. 11.8. In the event of any disagreement regarding the number of guaranteed video views served, the Advertiser agrees that the figures provided by us will be final and binding.

1. 12. GENERAL

1. 12.1. TERMINATING THESE TERMS OF USE. You may terminate these terms of use by closing your account on the SAM-i Platform at any time and ceasing to use the Services. In accordance with clause 2.2, the Advertiser shall pay 100% of the actual ad consumption amount to us if any standard ad order is withdrawn in less than 14 calendar days before the scheduled ad flight. We may terminate these terms of use at any time.
2. 12.2. IF A COURT FINDS PART OF THIS CONTRACT INVALID OR ILLEGAL, THE REST WILL CONTINUE IN FORCE.  Each of the paragraphs of these terms of use operates separately. If any court or relevant authority decides that any part of these terms of use are unlawful, the remaining paragraphs will remain in full force and effect.
3. 12.3. WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE.  We may transfer our rights and obligations under these terms of use to another organisation. We will try let you know if we plan to do this. 
4. 12.4. WHO HAS RIGHTS UNDER THESE TERMS. No other party has a right to enforce these terms of use.
5. 12.5. ENTIRE AGREEMENT. Our terms, any supplemental policies and any documents expressly incorporated by reference herein, contain the entire understanding of you and us and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us.
6. 12.6. EVEN IF WE DELAY IN ENFORCING THESE TERMS, WE CAN STILL ENFORCE THEM LATER.  If we do not insist immediately that you do anything you are required to do under these terms of use, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. 
7. 12.7. NOTICES. We may notify you via e-mail or any other contact information you provide to us. 
   

1. 12.8. CAUSES OUTSIDE REASONABLE CONTROL. We shall not be liable for any delay or failure to perform resulting from causes outside of our reasonable control, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond our control such as acts of God, epidemic, pandemic, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.
2. 12.9. NO PARTNERSHIP OR AGENCY. The Parties are independent persons and are not partners, principal and agent or employer and employee and the Terms do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the Parties shall have, nor shall represent that they have, any authority to make any commitments on the other Party’s behalf..
   

1. 12.10. GOVERNING LAW AND JURISDICTION. These terms of use, their subject matter and their formation, are governed by English law.  You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

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Last updated: August 19, 2022

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