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Club: Brand Terms & Conditions

Last Revised: August 2023

The Order Form together with these Terms & and Conditions constitute the agreement between Club and the Brands for the use of the Club Platform (the “Agreement”).

Club and its affiliates (“Club”) have created a marketing platform (the “Club Platform”) on which third party brands (a “Brand” and “Brands”) can engage a community of entities and individuals (the “Users”) to promote the Brands (“Brand Program”).

The Users, as part of the process of applying to become a Club on the Club Platform, are required to enter into a Terms of Service Agreement with Club, the most recent version of which, as updated, is available on the Club website https://www.club.co/userterms

1. Content On The Club Platform

Brand Content.  When using the Club Platform a Brand may share, by posting or transmitting, various content, included but not limited to videos, photos, sound clips and comments (“Brand Content”). The Brand is solely responsible for its Brand Content and the consequences of sharing it using the Club Platform. The Brand therefore warrants, acknowledges and agrees that it owns and/or has the necessary licenses and other rights to use and share the Brand Content on the Club Platform and that Club is not responsible for pre-screening any Brand Content that is posted or transmitted by the Brand on the Club Platform. Club acknowledges and agrees that the Brands are the owners (or licensees) of their respective Brand Content that (in whatever form) is submitted to Club and/or uploaded on the Club Platform and/or the Club Website by/on behalf of the Brands, and unless expressly granted in writing by a Brand, no rights in or to the Brand Content except those expressly set forth herein are granted to Club.

Club Content.  When using the Club Platform, the Users may post or transmit various content, included but not limited to videos, photos, sound clips and comments (“Club Content”). Club Content is not the content of Club, but of the individual Users who posts or transmits the content and who holds all rights, including intellectual property rights, in and to the Club Content. Pursuant to Club’s Terms of Service Agreement with the Users, the Users have granted Club a non-exclusive, sub-licensable and royalty-free worldwide license to use, reproduce, make available to the public, publish, translate, modify, create derivative works from, and distribute the Club Content (the “Club Content License”).

Club grants the Brand a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify create derivative works from, and distribute the Club Content, at the brands discretion. This is done so on the explicit acknowledgement and agreement by the Brands that (i) Club disclaims any and all representations and warranties relating to the ownership or rights of the Users in and to the Club Content, including the right to grant the Club Content License to Club, (ii) Club is not responsible for pre-screening any content that is posted or transmitted on the Club Platform by the Users, and (iii) any use made by a Brand of any Club Content is therefore made at the Brands’ own risk, cost and expense. 

2. Brand Policy

The Brands understand that the Club Platform is a SaaS platform; a software tool that helps the Brands to automate Users to do marketing tasks for the Brands. A Brand is solely responsible for managing its Brand Program. Club does not monitor or interfere with the Brands’ Users’ behavior on the Club Platform. The Brand is solely responsible for managing its Brand Program and making sure that the Users follow the Brand’s policies.

3. Intellectual Property And Proprietary Rights

The Club Platform.  The Brands acknowledge and agree that Club, its subsidiaries, affiliates and/or licensors own all right, title and interest in and to the Club Platform and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.

Club Trade Secrets and Know-How.  The Brands acknowledge and agree that the network of Users, and all information relating to Users (including their individual identities and contact information), and all information relating to all other users of the Club Platform (including without limitation publishers and advertisers), and any and all data and statistics related to the use of the Club Platform, are the trade secrets, know-how and proprietary information of Club. Notwithstanding the foregoing, a Brand shall not be restricted from (i) engaging outside of the Club Platform with individuals who became Users by invitation to the Club Platform by the Brand or with Users with whom the Brand engaged outside the Club Platform before becoming a Brand, and (ii) extracting and importing to its systems and freely use unrelated to the use of the Club Platform information and data on the Brand’s engagement with Users (including campaign data derived from the Brand Program).

4. Use of the Technology

Club grants the Brands a limited, non-exclusive, revocable license to make use of the Club Platform for the duration of the Agreement.

The Brands agree not to (i) reverse engineer, decompile, translate, adapt, and modify the Club Platform or any part thereof; (ii) copy, display, disclose, sell, lease, co-brand the Club Platform, or any part thereof, in any form; (iii) sub license, or otherwise transfer or permit third parties to use the rights and licenses granted hereunder; (iv) use the Club Platform in any fashion that may infringe any patent, copyright, trademark, trade secret or any other intellectual property or proprietary rights of Club, its subsidiaries, affiliates and/or licensors or any other third party; or (v) remove any copyright, trademark, patent or other intellectual property notices.

5. Data Protection

Club and the Brands are responsible for the compliance with their own respective data protection obligations, in particular under the General Data Protection Regulation (EU) 2016/679. For clarification, Club and the Brands are separate controllers for their own processing of personal data. Should the Brand extract and import to its systems information and data on the Brand’s engagement with Users, the Brand is the controller for its processing of such personal data.

Data Breach Notification and Responsibility

In the event of a data breach that affects the processing of personal data for which Club is the controller, we will promptly notify affected users and relevant authorities within 72 hours of becoming aware of the breach, in compliance with applicable laws and regulations.

For further information on how Club processes personal data, please see Club’s Privacy Policy.

 

6. Warranty and Disclaimer

The Club Platform, Club Service and the Club Content are provided “as is”.  Club, its subsidiaries and affiliates, and its licensors and suppliers, to the fullest extent permitted by law, disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose. Specifically, Club makes no warranty that the Club Services will function without interruption and Club disclaims any and all responsibility and liability arising out of data security breaches, including without limitation unauthorized access to data by third parties or for loss of data for any reason. 

Further, the Club Platform is dependent on several third party integrations and API calls. Changes to these integrations and API calls by one or more third parties may cause disruption in services at any time, as well as permanent disruptions and changes to the platform. The Club platform is also dependent on the continuous approval by the Apple App Store, without which the Club platform can only be offered as desktop and mobile browser versions.

7. Limitations Of Liability

To the fullest extent permitted by applicable law and save for Club having wilfully caused damages, neither Club nor any of its subsidiaries, affiliates, directors, officers, employees or agents shall be liable to a Brand for any damages (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data (including Brand Content) or business interruption) resulting from the use or inability to use the Club Platform, or any failure of performance of the Club Platform, or the unavailability of or interruption in the Club Platform, whether based on warranty, contract, tort, or any other legal theory, and whether or not Club has been advised of the possibility of such damages, lost profit or loss of data or business interruption. If the Club Platform is not fully available to the Brand, the Brand’s sole and exclusive remedy shall be to discontinue the use of the Club Platform.

8. Indemnification

Club agrees to defend a Brand against, and indemnify and hold harmless the Brand and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings alleging that the Brand’s use of the Club Platform infringes or misappropriates the intellectual property rights of such third party, subject to and provided that the Brand has used the Club Platform in compliance with the terms hereof and that the Brand permits Club to, at its own expense, assume the exclusive defense and control of any matter subject to Club’s indemnification obligation, and to the Brand cooperating fully with Club in asserting any available defenses.

A Brand agrees to defend Club against, and indemnify and hold harmless Club and its subsidiaries, affiliates, directors, officers, employees and agents from and against any third party claims, demands, actions, suits or proceedings that arise from the Brand’s use of the Club Platform and any Club Content, save for third party claims alleging that the Brand’s use of the Club Platform in compliance with the terms hereof infringes or misappropriates the intellectual property rights of such third party.  

9. Confidentiality

Club Confidential Material.  The Brands agree not to disclose Club Confidential Material (as defined herein) without Club’s prior written consent, and the Brands agree to only use Club Confidential Material for the purposes of the Agreement and Club Service.  “Club Confidential Material” includes, without limitation, (i) all software, technology, programming, specifications, materials, guidelines and documentation relating to the Club Service, (ii) statistics related to the use of the Club Service provided to a Brand by Club, (iii) information relating to Users (including their individual identities and contact information), other users of the Club Service (including, without limitation, publishers and advertisers), Club’s business partners and other third parties, in each case to the extent such information is provided to a Brand in connection with the Club Service or included in any reports or other communications relating thereto, or is otherwise provided to a Brand by Club, and (iv) any other material designated in writing by Club as “Confidential” or an equivalent designation. Club Confidential Material does not include information and data on the Brand’s engagement with Users (including campaign data derived from the Club Platform) or material that (i) has become publicly known through no breach by a Brand, (ii) has been independently developed by a Brand without access to Club Confidential Material, as evidenced in writing, (iii) was  rightfully received by a Brand from a third party, or (iv) was required to be disclosed by law or by a governmental authority.

Brand Confidential Material.  Save for as required for the contemplated use by a Brand of the Club Platform, Club agrees not to disclose Brand Confidential Material without the Brand’s prior written consent and Club agrees to use it only for the purpose of the Agreement and provision of services hereunder. “Brand Confidential Material” includes any and all information provided by a Brand to Club and any and all information related to the Brand Program. Brand Confidential Material does not include material that (i) has become publicly known through no breach by Club, (ii) has been independently developed without access to the Brand Confidential Material, (iii) was rightfully received by Club from a third party, or (iv) that is required to be disclosed by law or by a governmental authority.

10. Payment

Deposit Account. Commission and Rewards (“User Rewards”)  payed to the Users participating in your Brand Program and commission payable to Club (“Commissions”) is debited from the Brands’s Deposit Account (“Deposit Account”). 

In order to utilize the Discount Code feature and Cash Reward feature in the Club Platform, Brands must deposit at least $100 into their Deposit Account. The amount deposited is registered as the brands Top-up Amount.

User Rewards and Commissions will automatically be deducted from the Deposit Account. When the Deposit Account balance drops below 20% of its Top-up Amount, the Deposit Account will automatically be topped to the Top-up Amount. The top-up will be paid by the Brands registered credit card. The Top-up Amount can be changed according to the Brands needs.

Refund of canceled orders. If the Brands ecommerce integration allows, Commissions related to eligible tracked sales that are canceled or refunded, are refunded to the Brand’s Deposit Account, no later than 45 days after an order is canceled. Such refunds are only available through a live e-commerce integration, and only from the time of integration complete and onwards.

Termination. Upon termination of contract, all remaining funds in the Deposit Account, after all remaining User Rewards and Commissions are paid, will be refunded to the Brand.

Compensation to Club for Sales - Commissions. For all revenue, without any limitations, generated through the discount codes or tracking links created or distributed via the Club Platform, the Brands will pay Club a commission. The commission % is specified according to the plan chosen by the Brand.

Compensation to those participating in the Brand Program. Club will, through its third party payment partner(s) and on the Brands behalf, be responsible for the payout of Rewards & Commission, from the Brands’ Deposit Account to the Users on the condition that the Brand has no unpaid or overdue invoices. The Brand is solely responsible for compensating Users for gift cards rewarded through participation in the Brand Program. This might be done automatically through API integration, or if not through manual requests by Users.

Payment. The Brand must enter a credit or debit card in the Club Platform settings. If payments for invoice license fee, commissions or any other amount due under the Agreement are not received by the due date, the card entered in the Club Platform will be debited.

Price increase. The License Fee during any renewal term (every 12 month period) will increase by an amount of 5% compared to the applicable pricing in the prior term.

Termination. Upon termination of the Agreement for any reason, the Brand shall immediately pay any outstanding commissions, fees and other other amounts properly due under the terms of the Agreement to Club and to the Users participating in the Brand Program.  

11. Governing Law

The Agreement, including these Terms and Conditions, shall be interpreted, construed, enforced and governed in accordance with the laws of Norway.

12. Arbitration

Arbitration.  Any dispute, controversy, or claim arising out of, related to or in connection with the Agreement, including these Terms and Conditions, or to the performance, non-performance, interpretation, breach, termination or invalidity thereof, or any claim that a party to the Agreement may assert in any individual, representative or collective capacity or as part of a class, whether based in contract, tort, or otherwise, shall be finally settled and determined solely and exclusively by arbitration administered by the International Chamber of Commerce (the “ICC“) under its then current Rules of Conciliation and Arbitration (the “ICC Rules“). The written award of the arbitrators shall be final and binding upon the parties, and judgment on or enforcement of the award so rendered may be sought, had or entered in any court having jurisdiction.

Initiation of Arbitration.  Any party may initiate arbitration by filing a written request for arbitration with the Secretariat of the ICC.  A copy of the request shall be furnished to all other parties in accordance with the provisions of the ICC Rules and the provisions herein concerning Notices.

Appointment of Arbitrators.  Each party shall appoint an arbitrator, and after consultation with the parties the ICC shall appoint a third arbitrator.  Each arbitrator so appointed shall have an international reputation as being experienced in the legal and technical matters related to the dispute.

Location of the Arbitration.  The seat of arbitration shall be Oslo, Norway.  The arbitrators may hold hearings at such other locations as the arbitrators shall determine, after consultation with the parties.

Language of Arbitration.  The arbitral proceedings and all pleadings and written evidence shall be in the English language.  Any written evidence originally in a language other than English shall be submitted in English translation accompanied by the original or true copy thereof.

Resort to the Courts.  Nothing in the Agreement, including these Terms and Conditions, prohibits any party from seeking interim or conservatory relief in any court of competent jurisdiction; provided, however that neither the filing of an application for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, nor the granting of such relief, shall be deemed to be a waiver of the obligation of the party to have the dispute heard and determined solely and exclusively by arbitration.

13. Survival

The provisions of Sections 3, 7, 9 and 10 through 12 shall survive the expiration or termination of the Agreement. 

14. Amendments

If and when these Terms & Conditions are amended or revised, the so amended and revised Terms & Conditions will be made available on the Club website https://www.club.co/brandterms, and will take effect after notification in the Club Platform.

Privacy Policy

Last Revised: August 2023

Club AS, a corporation organized and existing under the laws of the Kingdom of Norway, with its head office located at Club AS, Eilert Sundts Gate 41, 0355 Oslo, Norway (“Club AS”), (collectively “Club AS,” “we,” “us,” or “our”) respect your privacy and we are committed to treating and using Personal Information (as defined below) about you responsibly.

This Privacy Policy (“Policy”) explains how Club AS collects information via this website (such website, and all of our activities thereon, constituting “the Online Services”), and how Club AS shares and uses that information.

Throughout this Policy, we refer to the nonpublic personal information that directly and without additional information identifies you or your accounts as “Personal Information.” “Personal Information” includes information such as your name, address, email address, or phone number and other information that is not otherwise publicly available (such as your date of birth, Social Security number and financial information). Please read this Policy carefully.

When you visit this site you consent to the terms of this Policy and the information described herein. Any dispute related to this Policy will be governed by our Club AS Terms of Service Agreement .

Personal Information we collect

We may collect and process the following personal data:

  • Information you give us: you may give us information about you when you create an account on our website, including your name, gender, age, location, e-mail, picture.
  • Information we collect about you:

When you visit or browse the Online Services, we and our advertising, marketing, or service partners may collect information such as your Internet Protocol or “IP” address, the “URL” of the web pages you visit, and may use “cookies,” web beacons, or other objects to collect statistical and other information about your use of the our website and other websites. The purpose of collecting this information is to improve the effectiveness of the Online Services and to conduct targeted advertising or marketing. The collected information may include, for example, the web pages you visited; the date and time of your visit; the websites you visited immediately before and after visiting our website; your language preference; demographic information; the kind of browser you use; and the popularity of various advertising words and phrases used by us. The collection of this information allows for the compilation of aggregate and anonymous information about the usage of our online Services.

The data table below shows what submitted personal data we store about you when you sign up and complete your account details. The period of retention is based on the last time you were active on the platform.

We take certain appropriate security measures to help protect your personal information from accidental loss and from unauthorized access, use or disclosure. However, we cannot guarantee that unauthorized breaches won’t occur. The period of retention for each of your personal data is 24 months.

Users:

  • First Name: We use this information to identify you on the platform. This allows the brands to recognize you as user
  • Last Name: We use this information to identify you on the platform. This allows the brands to recognize you as user
  • Country, City: This information allows the brands to present customized missions and content to you
  • Interests: This information allows the brands to present customized missions and content to you, and also showing brands that correlate with your interests
  • Photo: Brands will use this information to identify you on the platform. This allows the brands to recognize you as user
  • Gender: This information allows the brands to present customized missions and content to you
  • Measurements: With this information brands will be able to send you products that match your indicated measurements
  • Address: With this information brands will be able to send you products.
  • Social Network Info (Facebook, Instagram, Twitter, TikTok, YouTube (Google): Club stores the social network identifier, your reach and an access token if you choose to link your accounts. This information will allow the brands to present customized missions and content to you. The access token will only be used to validate and store the contents that you publish on your social networks which are submitted in relationship with Club. This to make sure the social media content you share with brands through submitting to missions is made available to the brand admins, and to ensure we can evaluate and give feedback on your submitted content in a timely and simple manner.
  • IP Address: Club stores your IP address as a means to detect fraudulent behavior.
  • Device identifiers: The device identifiers let us send you push notifications to your device, making sure that you are up-to-date on the actions related to you
  • Bank details: Club keeps the address and the last four digits of your bank account, to provide this information to our third-party provider, Payoneer
  • E-mail address: We collect this information to be able to contact you about updates and information related to your use of the service.
  • Mobile number: We collect this information to be able to contact you regarding information related to your use of the service. E.g as a part of shipping information.
  • ID verification: When verifying your ID we store all details about your submitted document as well as profile image taken during the verification process.
  • Address verification: When verifying your address, we store all details about your submitted document.

Brand Representatives:

  • First name: We use this information to identify you as a representative of a brand
  • Last name: We use this information to identify you as a representative of a brand]
  • E-mail address: We collect this information to be able to contact you about updates and information related to your use of the service.
  • Country
  • Photo

For brands using Shopify

Through connecting your Shopify to Brandbassador, we will connect the following Shopify data from purchases made through discount codes created in Brandbassador: 'id', 'order-number', 'total-price', 'discount-codes', 'currency', 'financial_status', 'total_shipping_price_set', 'referring_site' , 'landing_site_ref' and 'created_at'.

We collect this data to provide analytics to the brand on sales tracking and performance from discount codes shared by its users - both on a campaign level as well on an user level. Data deletion / retention: As long as a brand is signed up to Brandbassador, we will store the previously listed data. When a brand proceeds to delete their account, Brandbassador will delete all stored personal data within 7 days of account deletion.

General Use and Legal Basis

Users

We use your personal data:

  • To provide, maintain and improve your user experience and website operation, and to facilitate the creation of and securing your account on our network. It is in our legitimate business interests to continue to maintain our product and service offering to individuals in order to keep running our business;
  • To provide you with our services.We need this information in order to fulfill our obligations arising out of the Terms of Service entered into between you and us. Without this information we would not be able to provide the services requested by you.
  • To comply with applicable laws and protect Club’s legal rights, including, but not limited to, in connection with legal claims, compliance, regulatory, and investigative purposes (including disclosure of such information in connection with legal process or litigation).

We may disclose your personal data to the following third parties:

  • Brands: we disclose your personal data to brands in order to provide our services to you and the brands;
  • Suppliers and subcontractors: we may disclose your personal data to suppliers that provides us services, for example suppliers of identity verification, cloud solutions and payment service providers;
  • Divestment of business or assets: If we sell any business or assets, we may disclose your personal data to the prospective buyer of such business or assets;
  • Authorities: we will share your personal data with authorities if we are under a duty to disclose or share your personal data in order to comply with any legal obligation.

Representatives of brands

We use your personal data:

  • To provide, maintain and improve your user experience and website operation, and to facilitate the creation of and securing your account on our network. It is in our legitimate business interests to continue to maintain our product and service offering to brands in order to keep running our business;
  • To provide our services to the brand that you represent. We use the personal data to give you access to the services (e.g. by registering an account). The processing is necessary for our legitimate business interest to provide our services to the brand that you represent.
  • To comply with applicable laws and protect Club’s legal rights, including, but not limited to, in connection with legal claims, compliance, regulatory, and investigative purposes (including disclosure of such information in connection with legal process or litigation).
How is Personal Information protected?

We take certain appropriate security measures to help protect your personal information from accidental loss and from unauthorized access, use or disclosure. However, we cannot guarantee that unauthorized breaches won’t occur.

Your rights

You have the right to access your personal data (Art. 15 GDPR); to correct, delete or restrict (stop any active) processing of your personal data (Art. 16- 18 GDPR); and to obtain the personal data you provide to us for a contract or with your consent in a structured, machine readable format, and to ask us to share (port) this data to another controller (Art. 20 GDPR).

In addition, you can object to the processing of your personal data in some circumstances (in particular, where we don’t have to process the data to meet a contractual or other legal requirement, or where we are using the data for direct marketing – Art. 21 GDPR)).

These rights may be limited, for example if fulfilling your request would reveal personal data about another person, or if you ask us to delete information which we are required by law to keep or have compelling legitimate interests in keeping.

The easiest way to access and update the information you provided to us is to log into your account. To exercise any of the above mentioned rights, you can get in touch with us – or our data protection officer – using the details set out below. When addressing us, please always provide your name, address and/or email address as well as detailed information about the change you require.

If you have unresolved concerns, you have the right to complain to an EU data protection authority where you live, work or where you believe a breach may have occurred.

When we ask you to supply us with personal data we will make it clear whether the personal data we are asking for must be supplied so that we can provide the services to you, or whether the supply of any personal data we ask for is optional.

How long we keep your personal data

Where you are a customer or a registered user, we will keep your information for the duration of any contractual relationship you have with us, and, to the extent permitted, after the end of that relationship for as long as necessary to perform the purposes set out in this notice.

How to request deletion of your data

If you wish to delete your account, please send your deletion request to info@club.co with the subject line “Account / Data Deletion”. You can request specific data or all data to be permanently removed. You may only delete your account if your cash balance is positive. Once deleted, you will receive a confirmation by email.

Might this Privacy Policy change?

We may update this Policy from time to time. We may notify you of an update to this Policy by any reasonable means, including by e-mail, by an online account notification, mobile application pop-up, or by regular mail. You agree that if you choose to continue to use the Online Services after Club AS sends you such an e-mail, online account notification, mobile application pop-up, or regular mail (allowing one week from the sent date for delivery of regular mail), you are bound to the most recent version of the Policy. You should periodically check the effective date at the top of this Policy to be sure that you are aware of the most recent version of this Policy and the important information described in it.

How do I contact Club AS about this Privacy Policy?

If you have questions about this Privacy Policy, or to contact Club AS about your Personal Information, please contact us at:

Attention: Consumer Affairs Department

Club AS

Eilert Sundts Gate 41,

0355 Oslo,

Norway

info@club.co

+47 854 24 810