TERMS AND CONDITIONS OF USE OF GNACK APP
This Terms and Conditions of Use Agreement (“Agreement”) is made by and between
Mad Ape Media, LLC (“Company”) and you as a Client or Influencer (“you,” “your” or “User”).
1. Acceptance of Agreement.
This Agreement contain the complete terms and conditions that govern the use of the Company’s
website (www.gnackapp.com) (the “Site”) and mobile application (“Gnack App” and
collectively with the Site, the “Services”).
By (a) applying, registering, or engaging to be an Influencer or Client, (b) using or accessing the
Site or Gnack App for any reason, (c) accepting any assignment and/or providing any services as
an Influencer, or (d) engaging the Services to develop or distribute an advertising campaign as a
Client, you agree that you have read, understand and agree to be bound by this Agreement and
acknowledge that you have authority to enter into this Agreement..
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR
USE ANY PORTION OF THE SITE OR GNACK APP. THE COMPANY RESERVES THE
RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT
COMPANY’S DISCRETION. CONTINUED USE OF ANY PART OF THE SERVICES
CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.
2. Term and Termination.
This Agreement shall commence upon your acceptance of this Agreement and continue until
terminated. This Agreement may be terminated at any time by us or you for any reason,
provided, however, if (a) you are an Influencer and terminate this Agreement after commencing
any Influencer Project (as defined below) and before the completion of such Influencer Project,
you forfeit any rights to any further compensation for that Influencer Project or (b) you are a
Client and terminate this Agreement after commencing any Campaign (as defined below), you
shall be liable for all costs and fees incurred prior to termination of this Agreement.
3. Access and Use of Site and Gnack App.
(a) To access the Site, Gnack App, Site resources, links or other content, or become
an Influencer or Client, you may be asked to provide certain registration details or other
information. It is a condition of your use of the Services that all the information you provide will
be correct, current and complete. If Company believes the information you provide is not
correct, current or complete, Company has the right to deny access to the Services, or to any of
its resources and to terminate or suspend your access at any time.
(b) The Company reserves the right to monitor use of the Services to determine
compliance with this agreement, as well as the right to edit, refuse to post or remove any
information or materials, in whole or in part, at its sole discretion. The Company reserves the
right to terminate your access to any or all communication services with respect to the Services
at any time without notice for any reason whatsoever.
(c) You may use the Services only for the purposes expressly permitted by this
Agreement. As a condition of your use of the Services, you warrant to Company that you will
not use the Services for any purposes that is unlawful or prohibited by these terms, conditions
(d) You agree that you will not use the Site or Gnack App in any manner that could in
any way disable, overburden, damage or impair the Services or otherwise interfere with any
other party’s use and enjoyment of the Services. You further agree that you will not obtain, or
attempt to obtain, any materials, content or information by any means not expressly made
available or provided for through authorized use of the Services.
(e) The Site may be hyperlinked to and by other websites, which are not maintained
by, or related to, the Company. Hyperlinks to such sites are provided as a service to Users and
are not sponsored by, endorsed or otherwise affiliated with this Site or the Company. The
Company has not reviewed any or all of such sites and is not responsible for the content of any
linking sites, and any links made directly from the Services to another web page should be
accessed at User’s own risk. The Company makes no representations or warranties about the
content, completeness, quality or accuracy of any such website.
(f) The Company cautions you against giving out any personally identifiable
information about yourself or any party related to you, including any children. In an effort to
preserve privacy, the Company agrees that it will treat any personally identifiable information
(g) Any passwords used for the Services are for individual use only. You will be
responsible for the security of your password(s). From time to time, Company may require that
you change your password. You are prohibited from using any services or facilities provided in
connection with the Services to compromise security or tamper with system resources and/or
accounts. The use or distribution of tools designed for compromising security (e.g., password
crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become
involved in any violation of system security, Company reserves the right to release your account
details to system administrators at other websites and/or the authorities in order to assist them in
resolving security incidents. Company reserves the right to investigate suspected violations of
this Agreement. Company reserves the right to fully cooperate with any law enforcement
authorities or court order requesting or direction Company to disclose the identity of anyone
posting any e-mail messages, or publishing or otherwise making available any materials that are
believed to violate this Agreement.
4. Campaigns (Clients).
The Company provides marketing services to Clients by identifying, selecting and engaging
Influencers to prepare and post or distribute client-related content on Influencer’s social media
accounts (a “Campaign”). All Campaigns are submitted through the Gnack App or the Site and
are edited and prepared in accordance with instructions from the Client prior to posting or
distribution by any Influencer. All Campaigns will be outlined in a statement of work between
the Company and Client, which will include, without limitation, the scope of the project, the
social media platforms to be utilized, the target audience, and pricing specifications for the
Campaign. Each statement of work will be binding in accordance with its terms and will be
incorporated into this Agreement. In the event of any conflict between this Agreement and any
statement of work, the statement of work will govern.
5. Influencer Projects (Influencers).
The Company offers advertising assignments related to Campaigns (“Influencer Projects”) to
registered Influencers through the Gnack App or through the Site. Influencers to be utilized for
Influencer Projects are selected by the Company and/or the respective Client. If you are selected
as an Influencer, you will be given access to detailed information regarding the Influencer
Project, including, without limitation, the subject matter, types of poses, platforms for
distribution, the amounts and types of compensation that may be earned and other terms and
conditions applicable to the Influencer Project. All such information is confidential and you will
not disclose any of such information except as permitted by the Company and the Client. You
will accept the terms and conditions of any Influencer Project you will acknowledge your
acceptance through the Gnack App or the Site and such terms and conditions will be binding and
incorporated into this Agreement. You will abide by the parameters, specifications, terms and
conditions set forth in any Influencer Project accepted by you, including, without limitation,
required social media “tags” and disclosures and required content review and approval by the
Company and Client before posting and distributing the content. The Company will have the
sole discretion to accept or reject your submitted content and your content will not be posted or
distributed without Company approval and may be removed at any time. The terms of an
Influencer Project may be amended by the Company, in it its reasonable discretion, at any time
after acceptance by an Influencer. In the event of any conflict between this Agreement and the
terms and conditions of any Influencer Project, the terms and conditions of any Influencer
Project will govern.
By accepting any Influencer Project, you authorize the Company to share certain personal
information with the respective Client, including, without limitation, your name, social media
identification, contact information, rates and pricing to which you may have agreed and other
biographical and demographic information.
By acceptance of this Agreement, Influencers understand that they may never be selected to
participate in an Influencer Project even if approved as an Influencer.
Influencers will only be compensated for content that is accepted by the Company for posting
and distribution in accordance with an Influencer Project, provided that the Influencer is
otherwise in compliance with this Agreement and the Influencer Project requirements. To the
extent you are entitled to payment pursuant to the terms of this Agreement or an Influencer
Project, the Company will determine the method of payment and you agree to provide reasonable
cooperation in facilitating the payment. For example, you may be requested to provide bank
account and routing or ACH information. If you are entitled to payment of more than $600 in
any one calendar year, you also agree to provide your tax identification number or social security
number in order for the Company to provide you and the Internal Revenue Service with all
required documentation of such payment amounts. All work done and compensation paid to you
as an Influencer will be as an Independent Contractor in accordance with Section 11 of this
6. Intellectual Property.
(a) Company. All content found on the Site and Gnack App (the “Company
Content”) is considered copyrighted and trademarked intellectual property of the Company, or of
the party that created and/or licensed the Content to the Company. No rights or title to any of the
Company Content shall be considered transferred or assigned to any User. You agree that you
will not copy, distribute, republish, modify, create derivative works from or otherwise use the
Company Content in any way, without the prior written consent of the Company, except that you
may print out and/or save a copy of the Company Content for your personal use.
(b) Clients. By acceptance of this Agreement, and engaging the Company to run a
Campaign, you hereby grant to the Company a perpetual, non-exclusive, worldwide, royalty-free
license to use all intellectual property related to such Campaign, including, without limitation, (i)
Client’s trademarks that are reasonably associated with the subject matter of the Campaign; (ii)
Client’s domain names, website addresses, websites and URL’s; and (iii) any trademarks created
by the Company or by an Influencer on Client’s behalf as part of a Campaign. In addition, Client
hereby grants to the Company and any Influencer engaged in an Influencer Project for Client, a
perpetual, non-exclusive, royalty-free, non-transferable worldwide license to use Influencer
Content (as defined below) solely for the use on materials promoting the Company’s or
Influencer’s services and on social media or blog accounts owned by the Company or Influencer
for which the Influencer Content was created.
(c) Influencers. In your performance of any Influencer Project you will create and
post content related to the Influencer Project on your personal social media accounts (the
“Influencer Content”). Influencer Content may include, without limitation, photographs, video,
original artwork, text or other content or intellectual property that may be created and posted on
social media accounts. You hereby acknowledge and agree that the Company is and shall be the
sole owner of all right, title and interest in and to any and all Influencer Content. All Influencer
Content shall be treated as work made for hire under the Copyright Act. To the extent that any
Influencer Content is not deemed a work made for hire, you agree to and do hereby assign to the
Company all of your present and future worldwide right, title and interest in and to all of the
Influencer Content. You acknowledge and agree that you shall execute and deliver to the
Company any instruments of transfer and take such other action that the Company may
reasonably request, including, without limitation, executing and filing, at the Company’s
expense, copyright applications, assignments and other documents required for the protection of
the Company’s rights to such materials. As to any portion of the Influencer Content created after
the execution of this Agreement, the assignment shall become effective immediately upon
creation thereof, without need for further consideration or written agreement among the parties.
You hereby represent and warrant that all Influencer Content will be an original work of you and
that the Influencer Content will not infringe or misappropriate the intellectual property rights of
any third party. For any Influencer Content you create, you retain a limited license solely to host
such Influencer Content on your social media accounts. In addition, you acknowledge and agree
that, with respect to any Campaign, the Client owns all right, title and interest in, to and under
the Client’s trademarks and that Influencer shall not acquire any proprietary rights therein. Any
use by the Company or Influencer of any Client IP shall inure to the benefit of such Client. Any
offer to participate in an Influencer Project may set out specific Client IP that may be used in
conducting an Influencer Project.
7. Influencer Rules of Conduct.
As an Influencer, and in the performance of any Influencer Project, you represent and warrant
that you will comply with all of the following rules of conduct:
(a) Your social media posts related to an Influencer Project will comply with the
specifications set forth in the offer to participate in an Influencer Project and any subsequent
directions from the Company regarding the Influencer Project.
(b) You will not post anything on any social media account or on any other platform
or media that has not been approved by the Company or is in any way disparaging either to the
Company or any Client you are currently or have performed an Influencer Project for.
(c) You will not make any post on a social media account that contains any
misstatements of law, falsehood, obscenity, severe profanity or is unlawful, obscene, defamatory,
threatening, pornographic, bullying, harassing, hateful, racially or ethnically offensive or
encourages conduct that would be considered a criminal offense, give rise to civil liability,
violate any law or is otherwise inappropriate.
(d) You will not contact any Client directly concerning any Influencer Project, and
you must communicate exclusively through Gnack App or the Site.
(e) You will comply with the requirements of the Section 8 (“Disclosure”) below and
any related disclosure requirements of an Influencer Project.
The Federal Trade Commission requires any party that makes public written statements
regarding a party that makes public written statements regarding a person, company or product
and that receives consideration of any type from that person, company or product to properly
disclose such relationship in such post. This means Influencers may be required to include the
word “Advertisement,” or similar phrase or indication of the relationship between the Influencer
and the Client in Campaign related social media posts. The disclosure requirements for any
Influencer Project will be set forth in the offer to participate in an Influencer Project. Influencer
hereby agrees to comply with these disclosure requirements and acknowledges that Influencer
will be solely responsible for any failure to comply with the disclosure requirements.
9. Disclaimer and Limitations on Liability.
The Company cannot and does not guarantee or warrant that files available for downloading
from the Services will be free of viruses, works, Trojan horses or other code that may cause
damage or harm to your computer(s), network(s) or other devices used to access the Services.
You acknowledge that you will be solely responsible for implementing sufficient procedures and
checkpoints to protect your computer(s), network(s) and other devices used to access the
Services, and that you will maintain adequate means of backup of your personal data, external to
the Site. Company further disclaims any responsibility to ensure that the Content located on its
Services is necessarily complete and up to date.
The Company shall not be liable for any loss, injury, claim, liability or damage of any kind
resulting in any way from (i) any errors in or omissions from the Site, Gnack App, any
Influencer Project or Campaign or the providing of any of the foregoing to you, (ii) the
unavailability or interruption of the Site or Gnack App, (iii) your use of the Site, Gnack App, or
participation in any Campaign or Influencer Project, (iv) any violation by any other party of the
agreement (including this Agreement) between the Company and such party, or (v) the content
contained on Gnack App or related to a Campaign or Influencer Project
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE CONTENT IS
PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESSED OR IMPLIED. COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT
THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE
UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THIS SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE
OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY DOES NOT
WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT
OF USE, OF ANY CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR
OTHERWISE. THE USER ACKNOWLEDGES THAT THE CONTENT MAY INCLUDE
TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND COMPANY MAY
MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU ASSUME THE ENTIRE
COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF
ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES OR CONTENT.
COMPANY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL
NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR
RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS,
CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL
NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL,
CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS
OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR
SIMILAR DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF COMPANY AND ITS
SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT
PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, REGARDLESS OF
THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED
THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE
APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.
YOU AGREE TO INDEMNIFY AND HOLD COMPANY, ITS SUBSIDIARIES,
AFFILIATES, LICENSORS, CONTENT PROVIDERS, SERVICE PROVIDERS,
EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, AND CONTRACTORS (THE
“INDEMNIFIED PARTIES”) HARMLESS FROM ANY BREACH OF THIS AGREEMENT
BY YOU, INCLUDING ANY USE OF CONTENT OTHER THAN AS EXPRESSLY
AUTHORIZED IN THIS AGREEMENT. YOU AGREE THAT THE INDEMNIFIED
PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR
UNAUTHORIZED USE, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING
LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS'
FEES OF THE INDEMNIFIED PARTIES IN CONNECTION THEREWITH. YOU WILL
ALSO INDEMNIFY AND HOLD THE INDEMNIFIED PARTIES HARMLESS FROM AND
AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE
OF THE INFORMATION ACCESSED FROM THE SERVICES.
11. Independent Contractor.
In the mutual performance of the parties duties and obligations under this Agreement and in any
Campaign or Influencer Project, it is mutually understood and agreed that (i) Influencer is and
will be an independent contractor of the Company and the Client and (ii) the Company is an will
be an independent contractor of the Client. Nothing in this Agreement shall be construed as
creating any partnership or joint venture between the Company and any Influencer, any
Influencer and any Client or the Company and any Client. Additionally, no party, by acceptance
of this Agreement, is authorized to act on behalf of or as an agent for any other party.
You may not assign your rights or interest in this Agreement or any Campaign or Influencer
Project without the prior written consent of the Company. Any assignment without consent shall
be deemed null and void. This Agreement and any Campaign or Influencer Project and all
incorporated agreements and your information may be assigned by the Company in our sole
If there is any dispute about or involving this Agreement or the Services, you agree that any
dispute shall be governed by the laws of the State of Texas, notwithstanding any principles of
conflicts of law. You specifically consent to personal and exclusive jurisdiction by and venue in
the state and federal courts of Hays County, Texas, in connection with any dispute between you
and Company arising out of or involving this Agreement, or any Services.
(a) If any part of this Agreement is found by a court of competent jurisdiction to be
unlawful, void or unenforceable, that part will be deemed severable and will not affect the
validity and enforceability of any remaining provisions.
(b) You agree that no joint venture, partnership, employment, or agency relationship
exists between you and Company as a result of this Agreement or use of Company's Services.
(c) This Agreement constitutes the entire agreement among the parties relating to the
subject matter hereof, and supersedes all prior or contemporaneous communications and
proposals, whether electronic, oral or written between you and Company with respect to
Company's Services. Notwithstanding the foregoing, you may also be subject to
guidelines, or rules that may apply when you use the Services. Company may revise this
Agreement at any time by updating this posting. You should review the Agreement from time to
time to determine if any changes have been made to the Agreement. Your continued use of the
Services after any changes have been made to this Agreement signifies and confirms your
acceptance of any changes or amendments to this Agreement.
(d) The failure of Company to exercise or enforce any right or provision of this
Agreement shall not operate as a waiver of such right or provision. Any waiver of this
Agreement by Company must be in writing and signed by an authorized representative of the
(e) The section titles in the Agreement are for convenience only and have no legal or
(f) Please report any violations of this Agreement to the
Company Chris@gnackapp.com, Gnackapp.com. If you have any questions regarding this
Agreement, please contact us at Chris@gnackapp.com.