Last updated: April 6, 2023
1. Agreement to Terms
These Terms of Use constitute a legally binding agreement between you, whether as an individual or on behalf of an entity (referred to as "you"), and Biokit B.V. ("Biokit," "we," "us," or "our"), governing your access to and use of the https://www.biokit.io website, as well as any other media form, media channel, website, mobile application related, linked, or otherwise connected to it (collectively, the "Site"). We operate this site to provide information and certain services to visitors (the "Services"). If you access the Site or accept these Terms on behalf of a company or another legal entity, you represent and warrant that you have the authority to legally bind that entity, and in such an event, "you" and "your" will refer to that legal entity. Additionally, within these Terms, unless the context dictates otherwise, gender-specific words encompass all genders, and singular words include their plural forms and vice versa.
By using the Site or any Services available through the Site, you agree to comply with and be legally bound by the terms, conditions, and restrictions of these Terms of Use ("Terms"). Please read these Terms carefully, along with our Privacy Policy, which may be found at https://www.biokit.io/privacy-policy, and which is incorporated by reference into these Terms. Together, these Terms and our Privacy Policy govern your access to and use of the Site and Services, constituting a legally binding agreement between you and Biokit B.V. If you do not agree to these Terms, you have no right to obtain information from or otherwise continue using the Site or Services.
Please note that this Site is not designed to comply with industry-specific regulations, such as the Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc. Therefore, if your interactions would be subjected to such laws, you are prohibited from using this site. Additionally, you may not use this Site in a manner that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Individuals under the age of 18 are not permitted to use or register for the Site, create profiles, run campaigns, or engage in any other activities on this Site.
IF YOU DISAGREE WITH ANY OF THESE TERMS OF USE, YOU ARE EXPRESSLY FORBIDDEN FROM USING THE SITE AND ANY OFFERINGS IT PROVIDES. YOU MUST CEASE USAGE IMMEDIATELY.**
BY ACCESSING OR USING THE SITE OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTAND, AND CONSENT TO BE BOUND BY THESE TERMS.**
For any inquiries or concerns related to these Terms and Conditions, please contact us at support@biokit.io. Biokit B.V. is located in the Netherlands.
2. Modification
Biokit reserves the sole discretion to modify or discontinue, either temporarily or permanently, the Site or Services, and to amend these Terms without prior notice. Any modifications to these Terms will be posted on the Site, and the "Last Updated Date" at the top of these Terms will reflect the changes. Such modifications to these Terms will become effective immediately upon posting. By continuing to access or use the Site following the posting of any modifications, you signify your agreement to be bound by the updated Terms. If you find the modified Terms unacceptable, your only course of action is to cease accessing or using the Site.
3. Eligibility
The Site is exclusively intended for individuals who are 18 years of age or older. By accessing or using the Site, you confirm and warrant that you are not legally prohibited from accessing the Site or utilizing the Services under the laws of the country from which you access or use the Site.
4. About the Site.
Biokit offers Users access to information and various Services, which may include but are not limited to influencer searches, influencer profile viewing, campaign creation, post browsing, user profile creation, roster development, and more. Users can also apply for an account, subscribe to notifications or newsletters, and engage with Biokit through provided communication channels. You agree to furnish accurate, up-to-date, and complete information in all interactions with Biokit and in all other instances of utilizing the Site or Services.
THE SITE AND SERVICES ARE DESIGNED TO FACILITATE DIRECT CONNECTIONS AND AGREEMENTS BETWEEN MARKETERS, AGENTS, AND INFLUENCERS. BIOKIT CANNOT AND DOES NOT EXERT CONTROL OVER USER-GENERATED CONTENT AND DISCLAIMS ANY LIABILITY ASSOCIATED WITH SUCH CONTENT. THIS INCLUDES BUT IS NOT LIMITED TO COMPLIANCE WITH RELEVANT LAWS, REGULATIONS, AND GUIDELINES, INCLUDING FTC GUIDELINES PERTAINING TO SPONSORED ENDORSEMENTS.
5. User Affirmations, Conduct, and Use.
By using the Site, you confirm, guarantee, and consent to the following:
6. Intellectual Property Rights.
Unless explicitly stated otherwise, this Site and its Services are the exclusive property of Biokit. All source code, databases, functionality, software, designs, audio, video, text, photographs, and graphics found on the Site (collectively referred to as the “Content”) and the trademarks, service marks, and logos associated with it (the “Marks”) are either owned or under our control, or they are licensed to us. These elements are protected by copyright, trademark, and other applicable laws within the United States, international copyright laws, and international agreements.
The Content and the Marks are made available on the Site “AS IS” for your personal information and use only. You acknowledge and consent to the fact that the Site and Services, along with all associated intellectual property rights, are the exclusive property of Biokit and its licensors. You shall not alter, obscure, or remove any copyright, trademark, service mark, or other proprietary rights notices that are incorporated in or accompany the Site or Services.
Unless expressly permitted by these Terms, no portion of the Site or Services, including the Content or Marks, may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose, without obtaining our explicit prior written consent.
It is important to note that content sourced from external websites, such as embedded posts from Instagram, is not owned by Biokit and is subject to the terms of use from the respective original website. We do not assert ownership over such content.
Third-Party Websites, Links, and Content.
The Site may include links to third-party websites (“Third-Party Websites”) or provide access to articles, photographs, text, graphics, images, designs, music, audio, video, information, applications, software, and other content or materials that originate from third parties (“Third-Party Content”). Please note that these Third-Party Websites and Third-Party Content are neither examined, monitored, nor verified by us for accuracy, appropriateness, or completeness. Consequently, we do not assume responsibility for Third-Party Websites accessed through the Site or for Third-Party Content posted on, available through, embedded within, or installed from the Site. This includes the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies related to Third-Party Websites or Third-Party Content.
The inclusion of, linkage to, or permission for the use or installation of any Third-Party Websites or Third-Party Content does not imply our approval or endorsement thereof.
Should you choose to exit the Site to access Third-Party Websites or employ or install any Third-Party Content, you do so at your own risk, and please be aware that these Terms will no longer govern your interactions. You should review the applicable terms and policies, including those concerning privacy and data collection practices, of any website you visit upon leaving the Site or in connection with any applications you utilize or install from the Site.
Please be aware that any agreements, purchases, or transactions you engage in through Third-Party Websites will be conducted on other websites and with other companies. We disclaim any responsibility in relation to such purchases and agreements, as they are exclusively between you and the relevant third party. Furthermore, you acknowledge and agree that we do not endorse any products or services offered on Third-Party Websites. You hereby release us from any harm resulting from your use of such products or services. Additionally, you agree to hold us harmless for any losses you may incur or harm you may experience as a result of Third-Party Content or interactions with Third-Party Websites. You acknowledge that you are solely responsible for and assume all risks arising from your use of such websites or resources, as well as the content, products, or services provided by such websites or resources.
8. Confidentiality and Proprietary Rights.
Both parties (the “Receiving Party”) acknowledge that the other party (the “Disclosing Party”) may disclose certain business, technical, or financial information related to the Disclosing Party’s business, collectively referred to as the “Proprietary Information” of the Disclosing Party. Proprietary Information of Biokit encompasses non-public details about the Service's features, functionality, and performance. Your Proprietary Information includes non-public data provided by you to Biokit to facilitate the provision of the Services (“Customer Data”). The Receiving Party agrees to: (i) take reasonable measures to safeguard such Proprietary Information, and (ii) refrain from using or disclosing such Proprietary Information to any third party, except as required for the performance of the Services or as otherwise authorized in this agreement. The Disclosing Party acknowledges that the aforementioned obligations shall not apply to any information: (a) after five (5) years from the date of disclosure, (b) that becomes generally accessible to the public, (c) that was already known to the Receiving Party before being disclosed by the Disclosing Party, (d) that was rightfully shared with the Receiving Party without limitations by a third party, or (e) that was independently developed without the use of any Proprietary Information from the Disclosing Party or (f) as may be required by law.
You will retain all rights, titles, and interests in and to the Customer Data. Biokit will possess and maintain all rights, titles, and interests in and to (a) the Services and Software, along with any improvements, enhancements, or modifications to them, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights associated with any of the aforementioned.
Notwithstanding any other provisions, Biokit reserves the right to collect and analyze data and other information related to the provision, utilization, and performance of various aspects of the Services and associated systems and technologies. This may include, but is not limited to, information concerning Customer Data and data derived from it, Campaign parameters, budget, and performance, Influencer preferences and agreements, and other details related to Campaigns. Biokit retains the freedom, both during and after the term of this agreement, to (i) utilize such information and data to enhance and improve the Services, as well as for development, diagnostic, and corrective purposes related to the Services and other offerings, and (ii) reveal such data solely in an aggregated or de-identified form in connection with its business. No rights or licenses are granted except as explicitly detailed herein.
9 Proprietary Rights Notices.
All trademarks, service marks, logos, trade names, and any other proprietary designations of Biokit used herein are trademarks or registered trademarks of Biokit. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
10. Termination.
Biokit reserves the right, at its sole discretion and without any liability to you, to terminate these Terms or your access to our Site. This termination may occur with or without cause, with or without prior notice, and at any time.
If Biokit terminates or suspends your account for any reason, you are expressly prohibited from registering and creating a new account under your name, a fictitious identity, or the identity of any third party, even if such actions are on behalf of a third party. In addition to the termination or suspension of your account, Biokit retains the right to pursue appropriate legal action, including but not limited to seeking civil, criminal, and injunctive remedies.
12. Disclaimers.
IF YOU CHOOSE TO USE THE SITE OR SERVICE, YOU DO SO AT YOUR SOLE RISK. THE SITE AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, BIOKIT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR (1) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND AS A RESULT OF THE USE OF THIS SITE, SERVICES, OR CONTENT. BIOKIT MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BIOKIT MAKES NO WARRANTY REGARDING THE QUALITY OF THE SITE OR SERVICES. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK.
Certainly, here is the provided text for "Biokit" with no changes:
13. Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE OR SERVICES REMAINS WITH YOU. IN NO EVENT WILL Biokit NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE OR ANY SERVICES BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Biokit HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
14. Indemnification
You agree to release, defend, indemnify, and hold Biokit and its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with:
(a) Your access to or use of the Site, or your violation of these Terms.
(b) Your reliance on the Site.
(c) Your violation of any third party right, including without limitation any copyright, property, or privacy right.
(d) Any claim that your use of the Site caused damage to a third party.
1stCollab shall have the right to control all defense and settlement activities.
15. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Biokit may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Certainly, here is the modified text with "1stCollab" replaced by "Biokit" as requested:
16. Notices and Corrections
Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Biokit by posting to the website or via electronic mail. For notices or communications by Biokit made by e-mail, if any, the date of receipt will be deemed the date on which such notice is transmitted.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site or Services, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
Certainly, here is the modified text with all references to "California" changed to "The Netherlands" as requested:
17. Governing Law and Jurisdiction
You agree that (i) the Site shall be deemed solely based in The Netherlands, and (ii) the Site shall be deemed a passive website that does not give rise to personal jurisdiction over Biokit, either specific or general, in jurisdictions other than The Netherlands. These Terms shall be governed by the internal substantive laws of The Netherlands, without respect to its conflict of laws principles. You and we agree to submit to the personal jurisdiction of a state court located in The Netherlands for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below.
18. Severability
These Terms are intended to govern the agreement between Biokit and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
19. Dispute Resolution Provision
You and Biokit agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Site (collectively, “Disputes”) will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
You acknowledge and agree that you and Biokit are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Biokit otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the Netherlands Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/ or by calling the AAA at +31-658907259.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The AAA provides a form of Demand for Arbitration at www.adr.org/ and a separate form for Netherlands residents at www.adr.org/. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Netherlands and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure. Unless you and Biokit
otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Biokit submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $20,000, Biokit will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
No Class Action. YOU AND Biokit AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Changes. Notwithstanding the provisions of the “Modification” section above, if Biokit amends this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms) you will be notified in accordance with these Terms. You may reject any such change by sending us written notice (including by email to hello@1stcollab.com) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Biokit’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Biokit in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Enforceability. If the “No Class Action” section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.
Right to Opt-Out of Arbitration and Class Action/Jury Trial Waiver: You may opt-out of this arbitration and class action/jury trial waiver provision by notifying us in writing within 30 days of the date you first registered for the Services.To opt-out, you must send a written notification to Biokit, Inc., Fazantenstraat 1j 3815AL Amersfoort the Netherlands that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt-out of the above arbitration and class action/jury trial waiver provisions. Alternatively or in addition, you may send this written notification to support@biokit.io
20. Trademark License
You grant to Biokit—on behalf of yourself and your company or other entity (if applicable)—a non-exclusive, non-transferable, non-assignable, non-sublicensable, limited right and license to use your trademarks, trade names, and service marks in connection with the Services and Sites provided by Biokit, and our relationship with you. (For example, this allows Biokit to find and recruit influencers to work with you on an influencer marketing campaign).
Certainly, here is the provided text for section 21, "International Users," with "1stCollab" replaced by "Biokit" as requested:
21. International Users
Biokit makes no claim that the Site is appropriate or may be downloaded outside of the Netherlands. If you access the Site from a location outside of the Netherlands, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations, or decrees of your jurisdiction.
22. Interactions with others
Your interactions with organizations and/or individuals found on or through the Site or Services are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties. You agree that Biokit shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
Should there be a dispute between participants through our Site or Services, or between users and any third party, you agree that Biokit has no obligation to become involved. In the event that you have a dispute with one or more other users, you release Biokit, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. You shall and hereby do waive Netherlands Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
23. Payments and Fees
Biokit doesn't charge fees. Biokit charges a monthly payment for using the pro account.
Depending on your usage, certain types of actions on the Site and Services may be free, while we may charge a fee for using other actions through our Site and Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. We reserve the right to begin charging fees for any or all parts of our Site and Services at any time.
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24. Feedback and Reporting Misconduct
We welcome and encourage you to provide feedback, comments, and suggestions (collectively “Feedback”) for improvements to the Site. You may submit feedback by emailing us at support@biokit.io. You acknowledge and agree that all Feedback will be the sole and exclusive property of Biokit, and you hereby irrevocably assign to Biokit and agree to irrevocably assign to Biokit all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Biokit’s request and expense, you will execute documents and take such further acts as Biokit may reasonably request to assist Biokit in acquiring, perfecting, and maintaining its intellectual property rights and other legal protections for the Feedback.
25. Notice to California Residents
If any complaints with Biokit are not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Netherlands Department of Consumer Affairs in writing at Fazantenstraat 1j 3815 AL Amersfoort the Netherlands, or by telephone at (+31) 658907259.
26. Miscellaneous
These Terms constitute the entire and exclusive understanding and agreement between Biokit and you regarding the Site and supersede and replace any and all prior oral or written understandings or agreements between Biokit and you regarding the same.
The failure of Biokit to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Biokit may assign any or all our rights and obligations to others at any time. Biokit shall not be responsible or liable for any loss, damage, delay, or failure caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unemployable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and Biokit as a result of these Terms of Use or use of the Services or Site. You agree that these Terms of Use not be construed against Biokit by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and a lack of signing by the parties hereto to execute these Terms of the Netherlands.
The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Biokit. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Additional Terms and Conditions for Creators
Last updated October 7, 2023.
1. Agreement to Terms
By accessing or using any Services available to Creators, you agree to these Additional Terms and Conditions (“AT&C“), which amend and add to the Biokit Terms of Service referenced above. Please read these AT&C, the Terms, and our Privacy Policy carefully. Our Privacy Policy is at https://www.1stcollab.com/privacy-policy. All capitalized words not defined here have the meaning given to them in the Terms. If there is a conflict between the AT&C and the Terms, the AT&C takes precedence. “Creator” means an individual who controls and operates a Social Media Account and who is captured in the Biokit Services. “Social Media Account” means a registered account with a social media, social network or content-sharing platform, including but not limited to Facebook, Twitter, Instagram, Snap, YouTube, Vimeo, and Pinterest.
2. Modification
Biokit reserves the right, at its sole discretion, to modify these AT&C at any time and without prior notice. If we modify these AT&C, we will post the modification on the Site. We will also update the “Last Updated Date” at the top of these AT&C. Modifications to these AT&C will automatically take effect upon posting. By continuing to access or use the Site or any Services available to Creators after we have posted a modification, you are indicating that you agree to be bound by the modified AT&C. If the modified AT&C are not acceptable to you, your only recourse is to cease accessing or using the Site and Services as a Creator.
3. Eligibility
The eligibility provisions in the Terms apply.
4. Registration
The Service allows registered Creators to access certain information, and provides them opportunities to express interest in participating in marketing campaigns proposed by other Users.
To access and use the Services as a Creator, you must register an account as a Creator (“Creator Account”). You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your Creator Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Creator Account. You are solely responsible for your Content and Creator Account. Your “Content” is defined as all social media postings, comments, and other forms of media that is posted on your Third Party Accounts (defined below).
If you create a Creator Account via certain third party social networking services or sites (including, but not limited to, Facebook) (each such account, a “Third Party Account” or “TPA”)), you represent that you are entitled to disclose your TPA login information to us and to grant us access to your TPA (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPA and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
You acknowledge and agree that you are solely responsible for your Creator Account and all Creator Account information. You represent and warrant that any Creator Account Content that you post, and any agreements you enter into with other Users (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties.
5. Campaign participation
Registered Creators may use the Services to offer and accept opportunities to participate in any marketing campaigns to which they are invited. These marketing campaigns may be offered by Biokit or by other Users (“Brands”). Biokit has sole discretion to determine eligibility for a campaign, as well as sole discretion to determine whose proposals are accepted to participate in the marketing campaign. Biokit’s determination on eligibility and participation in campaigns is final and binding.
Creators retained to participate in a marketing campaign may be compensated in a number of ways: by monetary payment; through receipt of goods or services; or a combination of both. Some marketing campaigns will provide compensation based on actions taken by end users (such as but not limited to views, engagement, shares, re-posts). The compensation for each marketing campaign will be communicated in the marketing campaign description.
When two Users enter into an agreement with each other through the Services, we will share information with each User as necessary or requested, such as but not limited to (i) the first and last name, Social Media Account handles, and contact information, (ii) links to the other User’s profile or other information expressly made available by that User, and (iii) details of the Users and campaign (including campaign requirements). Users may enter into agreements with each other through the Services by following the prompts to establish all agreed terms and mutual acceptance of those terms.
When an agreement between Users is confirmed through the Services, we will communicate with each User confirming such agreement and facilitating other requested communications. Acceptance of these terms is your consent to receive these communications.
6. Account Profiles
The Services includes creation of a profile for Users that may become Creators, based on that Creator’s publicly available social network posts, followers and activity. Other Users will be able to see your Profile and Users seeking to connect with Creators will be able to search your profile and will use the information to invite you to make a proposal on offered work or otherwise communicate with you. You understand and agree that the placement or ranking of your Profile in search results may depend on a variety of factors, including, but not limited to, Brand or Creator Preferences, ratings and/or offered rates.
7. Use of Your Content; Responsibility for Your Content
When you as a Creator post Content on the Services, or post Content on your Social Media Accounts pursuant to an agreement with another User, you represent and warrant as follows:
• (a) that you have the right, power, and authority to post that Content and grant the licenses specified below;
• (b) that by posting or providing such Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights;
• (c) you are the owner of all the copyright rights to your original Content and that we may exercise the rights to your Content granted under the AT&C without any liability or obligation for any payment beyond the compensation agreed to between you and the User that commissioned your Content;
• (d) As to any Content you created pursuant to an agreement with Biokit, you will immediately remove such Content from the Service or any Social Media Account on the request of Biokit or the User that commissioned the Content, and that Biokit may make this request in its sole discretion, and that our determination is final and binding;
• (e) You are solely responsible for all and Content and all postings to your Social Media Accounts;
• (f) all of your Social Media Account postings made under or based on an agreement with another User or Biokit: (a) will be in compliance with all applicable laws, rules and guides (such as FTC Guides Concerning Sponsored Endorsements); (b) will have all necessary intellectual property and other rights for such Netherlands; (c) will not infringe the rights of any third party.
8. No endorsement
You understand and agree that Biokit is not involved in the interactions between Users and does not refer or endorse or recommend particular Creators. You also understand and acknowledge that Biokit does not edit, modify, filter, screen, monitor, endorse or guarantee User Content or the content of communications between Users.
Users are responsible for investigating and verifying to the extent they deem necessary the identity and credentials of other Users contacted via the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, Biokit with respect to such actions or omissions.
Biokit does not endorse, and assumes no responsibility for compliance with, any agreements between Users, or duties owed by a User to a third party, or a User’s compliance with applicable laws, rules and regulations. We reserve the right, at any time and without prior notice, to remove or disable access to any Profile or Content on the Service for any reason, including Profiles or Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these AT&C or any of our then-current policies and guidelines, or otherwise harmful to the Service. “Content” means text, graphics, images, music, software (excluding the Site), audio, video, information or other materials.
9. Licenses
• (a) BiokitLicense to You. Subject to your compliance with these AT&C and the Terms, we grant you a limited, non-exclusive, revocable, non-transferable license, to (i) access and utilize the Services made available to you, and (ii) access and view any User Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in this AT&C. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Biokit or its licensors, except for the licenses and rights expressly granted in these AT&C. “Collective Content” means User Content and Biokit Content.
• (b) Your License to Biokit. By posting Content on or through the Services as part of an engagement with Biokit, you hereby grant to Biokit a worldwide, perpetual, sublicensable, non-exclusive, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such publicly available User Content on, through, or by means of the Services as currently exist or may be developed in the future, to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for any purpose. You further grant Biokit a non-exclusive, perpetual, worldwide, royalty-free, sublicensable license to use your name, images, and likeness as incorporated in the Content in connection with the licenses granted hereunder.
10. Confidentiality; Non-Disparagement
You understand and agree that the information contained within a marketing campaign to which you are invited, as well as other information you may receive from the User posting such marketing campaign, contains confidential business, technical or financial information relating to that User’s business (hereinafter referred to as “Confidential Information”).You agree: (i) to take reasonable precautions to protect such Confidential Information from disclosure to third parties, and (ii) to only use such Confidential Information in the performance of the Services or satisfaction of any agreement you reach with the User posting the marketing campaign. Your obligations under the provision expire five (5) years following the disclosure of the Confidential Information to you, or when such Confidential Information (a) is or becomes generally available to the public, or (b) was in your possession or known to you prior to receipt, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without the use of any Confidential Information, or (e) is required to be disclosed by law.
You further understand and agree that you will not make any (i) negative, critical, hostile, or disparaging public or private statements concerning any User, any marketing campaign, or any product or service in any way associated with a marketing campaign.This agreement shall not in any way prevent you from disclosing information in response to a lawful subpoena or court order, or to your personal attorney, accountant or other professional obligated to maintain the confidentiality of the information disclosed.
11. Termination
We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time terminate these AT&C, the Terms, or your access to the Service. You may cancel your Creator Account at any time by contacting us or following the prompts on the Site. Please note that if your Creator Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Services, including, but not limited to, any reviews or feedback.
12. Data Sources
In order to keep social platform data up-to-date, and to assist with campaign eligibility, Biokit uses the API services of third parties such as YouTube, Instagram, and TikTok, and you may be required to connect these third-party social media accounts (“Third Party Accounts”) to your Creator Account.
You may also link your Creator Account to your TPAs, by either: (i) providing your TPA login information through the Services; or (ii) expressly authorizing us to access your TPA, as is permitted under the applicable terms and conditions of each Third Party Account. You represent that you are entitled to disclose your TPA login information to us and/or grant us access to your TPA (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPA and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
You also authorize us to obtain certain information about you from your TPAs, including the content created and/or posted by you, select personal information (including but not limited to: name, social media account metrics, and more), and any information that you may make publicly available on your TPA profiles.We may include some or all of that information and content onto Biokit, and make it available to Users. By using Biokit and creating an account, you are allowing us to share the previous information, content, and personal information with Users, regardless of your actual interaction with each such User.
When you authorize Biokit to access your YouTube account (also referred to as "connecting your YouTube account"), you also agree to be bound by the YouTube Terms of Service, available here.
If you authorize Biokit to access your Third-Party Accounts (such as YouTube), you also represent that you are entitled to disclose your Third-Party Account login information to Biokit and/or grant Biokit access to your Third-Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Biokit to pay any fees or making Biokit subject to any usage limitations imposed by such third-party service providers.
13. FTC Compliance
You are solely responsible for your Content and your Social Media Properties, including Content produced as a result of a campaign from Biokit. Further, it is your sole and exclusive responsibility to ensure the compliance of all Content. For such content,
requires that Influencer adhere to the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising ("FTC Guides"), available at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf. You shall adhere to any and all applicable consumer protection and privacy-related laws and regulations, including, without limitation, the U.S. Federal Trade Commission’s ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising, all FTC endorsement requirements, and any other such similar FTC rules and regulations (collectively, "FTC Regulations"). You shall include full, fair, and effective disclosures of the material facts relating to your relationship with Biokit and any User.
14. Content and Creator Standards
Biokit depends on the responsibility and goodwill of each User in the community. By accessing or using Biokit, you are becoming a member of that community. As such, you agree that all social media postings and comments will always be in good taste and free of inappropriate language and/or content. In particular, you understand that you shall not not transmit or communicate any images, content, or text that: (a) contains material that is unlawful, in violation of or contrary to the laws and regulations of your local, state, federal, and/or international jurisdictions; (b) is obscene, indecent, explicit, abusive, offensive, defamatory, harassing, tortious, violent, hateful, slanderous, libelous, inflammatory, inappropriate or otherwise objectionable; (c) contains sexually explicit or pornographic material; (d) promotes violence; (e) contains material that is discriminatory or promotes bigotry based on race, sex or gender, religion, nationality, disability, gender identity, sexual orientation or age; (f) infringes any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person or entity; (g) is likely to deceive any person; (h) contains information known by Creator to be false, inaccurate, or misleading; (i) promotes any illegal activity, or advocate, promote or assist any unlawful act; (j) violates the legal rights (including the rights of publicity and privacy) of others; (k) contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy; (l) causes annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (m) impersonates any person, or misrepresent your identity or affiliation with any person or organization; (n) gives the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case; (o) disparages Biokit or any other person or party; and/or (p) contains material not consistent with the image and values of Biokit or otherwise associates Biokit or any of Biokit’s products or services with any inappropriate or controversial content that would reflect poorly upon Biokit, Biokit’s products or services or any products or services on Biokit’s sites or channels.
15. Morals
If you participate in a marketing campaign offered by another User, you certify that you (i) have not committed and will not commit any morally repugnant act which may bring Creator, the Brand, or Company, in Company’s sole discretion, by association, into public disrepute, contempt, scandal or ridicule, or which may insult or offend the public or any protected group or class thereof including, without limitation, the general community to which the Company and/or Brand’s products or services are directed, and as such, may reflect unfavorably upon the reputation of the Company, Brand, or products or services through Company’s or Brand’s association with Creator, irrespective of whether such act is related to Creator’s services and of the length of time that has elapsed since such act was committed; and (ii) has not and will not during the Term and thereafter, make public damaging statements regarding Company or Brand, Company’s or Brand’s products, or Creator’s association with Company or Brand in a manner that, may discredit Company or Brand, promote products of a competitor, or injure the success of the Company or Brand, or any of Company’s or Brand’s products or services.
16. Taxes
The fees payable to Creator are inclusive of, and Creator will be solely responsible for, any and all tax obligations or other charges due to all taxing authorities arising from or in connection with amounts paid to Influencer hereunder (collectively, “Taxes”) with respect to any earnings or payments made hereunder, whether or not Biokit is legally required to deduct said Taxes from the payments due to Creator.
Creator will not be entitled to any benefits paid or made available byBiokit or other Users to their employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Biokit pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Creator will indemnify and hold Biokit harmless from and against any and all Claims arising out of or relating to any employment claims made by Creator or any obligation imposed by law on Biokit to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any compensation received by Creator pursuant to this Agreement.
17. General
The failure of Biokit to enforce any right or provision of these AT&C will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Biokit. Except as expressly set forth in these AT&C, the exercise by either party of any of its remedies under these AT&C will be without prejudice to its other remedies under these AT&C or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these AT&C invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these AT&C will remain in full force and effect.