GENERAL TERMS AND CONDITIONS
‍OF Swayme Poland Sp. Z o.o.
(Last updated: 09.04.2024) 

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The following General Terms and Conditions ("GTC") apply between you ("you" or "your") and Swayme Poland Sp. Z o.o. and further subsidiaries of Swayme Poland Sp. Z o.o. ("Swayme"). Definitions of special terms can be found in the Appendix to these General Terms andConditions, unless they are listed separately in these General Terms andConditions.

The GTC consist of the General Terms and Conditions for Influencers (together the "Influencer GTC") and the General Terms and Conditions for Partners / Clients (together the "Partners GTC") (Influencer and Partners together also "Users").

Swayme offers partners on the Swayme website or app (together the "Swayme Platform") the publication of advertising collaborations between influencers and partners, which can take the form of product placement deals, performance deals and give-away deals etc ("Deals"). Swayme offers influencers the opportunity to view and accept deals in return for providing social media reach.
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Other services (advertising campaigns and software modules) can also be booked via the Swayme platform. Service contents are defined in detail in the contract between Swayme and the partner and are applied accordingly.

By using the SwaymePlatform, the Swayme Website and/or the Swayme App, the user agrees to the GTC. Swayme is entitled to change the GTC at any time. In this case, Swayme will communicate changes to the GTC on the Swayme platform and by e-mail. The user can object to the changed conditions of participation within two weeks. If he does not do so, the approval of the amendment shall be deemed to have been given. Otherwise, these terms and conditions continue to apply unchanged, but Swayme reserves the right to terminate this contract if the continuation is unreasonable.

The general terms and conditions of Swayme apply exclusively to the use of the Swayme platform and the deals. Differing, conflicting or supplementary general terms and conditions of the partner and/or the influencer will only become part of the contract if and insofar as Swayme has expressly agreed to their validity.This requirement of consent shall apply in any event.

Individual agreements made with the user in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these General Terms and Conditions. A written contract or written confirmation by Swayme is required for the content of such agreements.

Legally relevant declarations and notifications to be made to Swayme after conclusion of the contract (e.g. setting deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing in order to be effective.

References to the validity of legal regulations have only clarifying meaning.Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTC.



‍INFLUENCER GTC‍
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Swayme platform, contractual relationships

(1) Swayme offers users a platform on which partners can post deals as they see fit and influencers can accept these deals within the limits presented on the Swayme platform.
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(2) Swayme merely establishes the connection between partners and influencers and is not a contracting party and/or debtor of a deal or its performance promises.
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(3) Direct performance relationships exist between the influencers and the partners with regard to the rights and obligations arising from a deal. 
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(4) Swayme does not assume any liability or guarantee for the execution of the brokered deals and will not check them. The legal relationship with regard to the deals concerns only the partner involved and the influencer. These contracts do not have any legal effect on Swayme. The influencer can assert claims arising from the contract brokered by Swayme exclusively against the partner. There are no claims against Swayme arising from the mediated contractual relationship.

‍2 Registration, Use, Account

Swayme provides its own application for influencers. This application can be used to take advantage of offers from partners. The name of the influencer application provided by Swayme is Swayme (also called “Swayme App”).

(1) Influencers must create an account on the Swayme Platform via the Swayme App ("Account")in order to use Swayme.
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(2) Influencer undertakes to provide truthful information when registering and not to impersonate any other person or use any name for the use of which it is not authorised.
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(3) The influencer must be at least 16 years old. Exceptions to this can only be granted on the basis of a written application to Swayme and Swayme's consent.
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(4) The influencer undertakes to create only one account.
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(5) The influencer can link his social media accounts with Swayme if Swayme offers the link for the respective social media platform. In this case, users of Swayme can see what content the influencers have already published.
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(6) The influencer is not entitled to transfer his account to third parties without written permission.
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(7) The influencer is solely responsible for the security of his password. A passing on to third parties is not permitted. If the password has become known to third parties, the influencer is obliged to change his password immediately.
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(8) The influencer undertakes not to transmit any content containing viruses,Trojans or other programs that could damage Swayme's system. In the event of non-compliance, the influencer will be immediately excluded from Swayme's participation. He shall compensate us for any damage which we have suffered asa result of any culpable breach of the above obligations.
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(9) The influencer undertakes not to disseminate any advertising or inaccurate warnings of viruses, malfunctions or the like or to request participation in competitions, snowball systems, chain letters, pyramid games or comparable activities.
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(10) The influencer is obliged to observe and acknowledge the rules laid down in these Influencer GTC and the Deals for each use of Swayme or the Swayme app. If these regulations are violated, the influencer can be excluded from the use of Swayme with immediate effect. Swayme also reserves the right to assert claims for damages.
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(11) The influencer can have his account deleted at any time. He informs Swayme of his wish to delete the account by e-mail. The deletion will be carried out within ten days.



‍3 Deal terms and conditions

(1) Deal conditions influencer side:

(a) The deals are designed so that the fulfilment of a particular deal is expected to follow the ideas of a partner. The partner must always be presented in a positive and exclusively positive light in the context of the postings(both in story postings and feed posts) and the corresponding comments on the postings. The partner describes the deal as accurate and detailed as possible, specifying eg the social media channel (eg Instagram), the medium (eg video, story, photo), what has to be seen (eg product placement) and the type ofContents (text, tags), etc. In addition, the offers are individually specified.In each offer the consideration is given by the partners. These can be discounted prices at the partner, free products, etc.

(b) Partner deals published by Swayme are non-binding offers to an influencer to accept the deal. Registered influencers can apply for the deal by accepting the deal online. With acceptance of this application by the partner, the deal and thus a contract between partner and influencer about the deal comes about. Contracts for a deal can also come about because an influencer scans a QR code directly on the spot, so the deal was released for direct adoption by the influencer and the influencer has done so.

(c) By accepting a deal, the influencer is required to fulfil the deal in accordance with the offer description of the partner in the Swayme App ("Deal Terms App"). The deal terms app see as performance of the influencer, the publishing of text, image and / or video recordings, etc. (collectively "content") on social media channels of the influencer for a certain period of time in a certain length (eg, Instagram story length) to certain others Conditions before ("Posts"). Unless otherwise described in the Deal Terms app, the influencer must in any case comply with the following conditions:

A post must be visible for at least three (3) months. Posts should not be archived or deleted during this time

Tags and links must be implemented according to the deal conditions found in the app content, especially image captures on Instagram, must exactly match the deal terms app and these terms and conditions.

Social media profiles (especially Instagram accounts) may not be set to private, but must be publicly available.

Content must be posted within 24 hours after using the consideration eg (i) receipt of the order of a product or (i) after visiting the partner locations (eg restaurant) and consuming the consideration on the influencer social media profile.

The posting in connection with a Swayme Deal use may not be linked to other cooperations. The partner (or its products / services) must / must be in the center of the posting and the associated description.

Deals may not be accepted again until two (2) weeks after accepting a deal on Swayme. Double bookings do not relieve the influencer of the minimum time a post needs to be online and publicly available. Each deal committed in this context to a new posting, even if the same deal has already been accepted and a post was created.

Story postings must be saved and sent to Swayme together with the story stats, at the latest at the request of Swayme.

Images and social media stories (eg Instagram and Facebook) as well as insights (ie analytic evaluation of apost on a social media channel eg Instagram via demographics, clicks, views, likes etc.) must be sent to Swayme and / or the partner on request.

In the case of negative experiences / experiences with partners, the influencer is required to consult with Swayme and to be exempted from posting at first.


The terms of a deal can be adjusted and / or extended and / or modified in the SwaymeApp through the Deal Terms fields. If the Deal Terms fields and these Influencer Terms diverge, the Deal Terms fields will prevail in case of doubt

(2) Consideration:

(a) The Deal Terms include, in each case, which consideration the influencer receives against fulfilment of the performance of a deal owed. This can include the following consideration:

Cash incentive: If the influencer is in receipt of a payment in cash, the influencer agrees to send an invoice by e-mail to Swayme. Invoice requirements (eg if the influencer is a company) are to be determined and adhered to by the influencer. The invoice must comply with all legal requirements and in particular include a date, an invoice number and, if applicable, a reference to VAT exemption. The bill will be settled by Swayme as soon as Swayme has been paid by the partner.

Products / Services: TheInfluencer receives the products listed in the Deal Terms field and can retain them when completing the deal. For services (eg use of an app), the influencer may use the services specified in the terms of the app for the period specified therein.

For further details regarding the consideration, § 6 of the Influencer GTC applies.



‍4Rights and obligations of the counter-parties‍

‍(1) Influencers are under no circumstances permitted, contrary to the above-mentioned agreement, to delete content of any kind from a social media channel without the express consent of Swayme or its partners prior to the expiry of any existing deadline and to withhold it from the public in any other suitable form.

(2) Influencers are not permitted to make unsolicited direct contact with the partners in order to request a renegotiation of the deal or the realisation oft he cooperation. Communication between partner and influencer must be done through the Swayme platform.

(3) If the influencer violates any of the terms and conditions set out in the Deal Terms or these Terms and Conditions, Swayme reserves the right to exclude the influencer from the relevant deal. A claim for any consideration for the influencer then does not arise. The same applies to the case that Swayme only later learns of a violation of the deal conditions by the influencer. In this case, Swayme expressly reserves the right to reclaim the compensation already paid to the influencer.

(4) If the influencer violates any of the obligations stated in the terms of the agreement, in particular by not publishing the agreed content at all or not in the agreed form or duration, Swayme shall be entitled to charge the costs of the product, including shipping costs and all, Swayme incurred by the damage plus a processing fee of up to 50.00 EUR to the influencer.

(5) Swayme reserves the right to exclude influencers from using the platform in its entirety, provided that a violation of the underlying terms of use or individual deal conditions app is detected. The same applies if Swayme comes to the conclusion that the content of the account or one or more social media channels of the influencer or his appearance in the public, moreover, is not compatible with the offer of Swayme or the partner. A claim to participation ina deal on the Swayme platform expressly does not exist.

(6) The influencer is obliged to attach necessary markings to the content, if required by law. In particular, this includes the labeling as"advertising", provided that the legal requirements for this exist. The responsibility for this requirement falls on the side of the influencer and Swayme is not legally responsible for this legal obligation. The influencer hereby expressly indemnifies Swayme and the partner from any obligation arising out of a missing mark.

(7) Swayme and the partners are allowed to insert so-called tracking links into the posts posted by the influencer in order to measure and analyse the clicks in relation to a post.


‍‍5Copyright and other ancillary copyright 

‍(1) The influencer grants Swayme an exclusive, unlimited right to use the created content including any text, image and / or film material. Excluded from the exclusivity is the right of the influencer to publish the posts created in the deal on his other social media channels. The authorship of the influencer is recognised. The influencer transfers to Swayme all rights to use and exploit the content, including the right to publish, upload to rating portals andInternet directories, publish on its own websites and social media channels, including unannounced reposting and use of a post for a partner's social wall.The influencer allows Swayme to continue to use and exploit the content without restriction in terms of time and space. The influencer permanently waives his right to copyright. The Influencer also allows Swayme to grant sub-licenses tot he respective partners to the extent described here.

(2) The influencer confirms upon conclusion of the contract that he has all rights to the texts, emojis, photos, graphics, videos, texts or other materials used by him in the post, if applicable. This applies in particular to copyright as well as all other ancillary copyrights, trademark rights, database rights and rights to one's own image. The right to use the advertised brand or logo of the partner to create and publish the deal is granted to him by Swayme in sub-license.

(3) In addition, the influencer is obliged not to use any photos, graphics, videos, texts or other materials in the production whose content or use violates criminal law or in any other way against criminal regulations. This includes in particular photos, graphics, videos, texts or other materials whose content is offensive, inciting to hatred, pornographic or extremist. In the same way, the influencer is obliged not to make any insulting, seditionous, pornographic or extremist statements.

(4) If the influencer violates any of the aforementioned obligations, Swayme reserves the right to withdraw from the contract. The Influencer exempts Swayme from all claims of third parties based on a breach of its aforementioned contractual obligation. He shall compensate us for any damage which we have suffered as a result of any culpable breach of the above obligations.


‍6 Consideration

‍(1) The partner will provide the counterparty with the influencer as indicated in the respective deal.

(2) In the case of cash incentive: The fee corresponds to the amount stated in the respective deal. This is to be understood as a net price excl. VAT, if any, and becomes due when the influencer has created the posts and published them on his social media channel.

(3) For product / service remuneration: A cash consideration for posts that contain the obligation to order a product / service and post about it, the influencer does not receive regularly. The influencer may use the provided product /service for its own purposes after the deal has been completed. In addition, he is not entitled to compensation or other benefits either against Swayme or against the partner.

(4) The influencer receives the agreed fee by bank transfer. For this he has to communicate his valid bank account and to make a proper calculation. Invoicing takes place at the following address. Swayme ADRESS OF SPÓŁKA The invoice must fulfil all the requirements of a regular invoice and accordingly bear an invoice number, bear the name and address of the biller, include a reference to sales tax or VAT exemption and, if necessary, give the VAT ID of the biller. 


‍7 Warranty

‍(1) There is no claim by the influencer for continuous availability of the Swayme platform or the Deals. Access to the Swayme Platform may occasionally be interrupted or restricted to allow repairs, maintenance, or the introduction of new facilities or services. The influencer is not entitled to any compensation if the Swayme service cannot be accessed for the above reasons or due to force majeure or if the partner changes/gives up a deal.

(2) For the rights in the case of material defects and defects of title, the statutory provisions shall apply, unless otherwise stipulated in these GTC.

(3) Swayme assumes no responsibility for the correct data collection of the partner's generated tracking link.

(4) The influencer warrants that the partner and Swayme may use the Post without infringing third party rights. Incidentally, the statutory provisions on warranty for defects in quality and title shall apply.


‍8 Liability 

‍(1) Swayme is liable only in the legally mandatory case, eg for intent and gross negligence as well as in case of personal injury. However, Swayme is liable for slight negligence only in the event of breach of essential contractual obligations, as well as in the event of impossibility for Swayme and in the event of default. The liability is limited to the contract-typical damage, with the emergence of which Swayme had to count on the conclusion of the contract due to the circumstances known at that time. In addition, Swayme is fully liable for damages for which mandatory statutory provisions, such as the Product Liability Act, provide for liability. The influencer is liable to indemnify the Partner for damages incurred in connection with deals and services. Swayme can not be held liable for any damages incurred in connection with the use of any consideration.

(2) We shall only be liable for the loss of data in accordance with the preceding paragraphs and only if such a loss could not have been avoided through appropriate data protection measures by the influencer.

(3) The limitations of liability also apply mutatis mutandis to our vicarious agents.

(4) Swayme has no further liability, in particular Swayme is not liable (i) for all damages in connection with the consideration as well as (ii) for content provided by the partners or influencers, unless Swayme owns them by transfer. In particular, Swayme is not liable for missing labeling of the delivered content as advertising or infomercial.

(5) The Influencer shall be liable to Swayme for breach of its obligations under this Agreement, and in particular, Section 4, if Swayme is claimed for violations committed by the Influencer. 


‍9 Confidentiality 

‍(1) The influencer undertakes to keep silent about the offers for all deals and to keep this information confidential. This includes both the deals published by Swayme and all related information as well as the individual information of the respective deals that the influencer receives from the partners. This includes in particular the name of the partner as well as the type of deal, the Swayme platform as well as individual specifications and wishes for the deal. However, the influencer is allowed to generally recommend Swayme to other influencers.

(2) In particular, the influencer is forbidden to publish, publish or otherwise publish this information on the Internet, in particular in so-called social networks and media.

(3) Excepted from this obligation are such information about the deal,
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a) which were demonstrably already known to the influencer when the account wascreated or which subsequently become known to the influencer by third parties,without thereby violating a confidentiality agreement, statutory regulations orofficial orders;

(b) which are publicly known when the contract is concluded or are subsequently made public, unless this is due to a breach of this contract;

c) which were required to be disclosed due to statutory obligations or at the order of a court or an authority. To the extent permissible and possible, the recipient obliged to disclose will inform the other party in advance and give it the opportunity to take action against the disclosure.

(4) Any culpable violation of these regulations will result in a contractual penalty of 30% of the agreed fee. Further claims of Swayme remain unaffected.


‍10 Notes on data processing 

‍(1) Swayme collects data from the Influencer as part of the deals and the provision of the Swayme Platform. Swayme pays particular attention to the provisions of Polish data protection laws, including the General Data Protection Regulation and RODO. The data is collected by SPÓŁKA AND ADDRESS Without the consent of the influencer, inventory and usage data are only collected, processed or used as far as this is necessary for the execution of the contractual relationship and for the use and billing of telemedia.

(2) Without the consent of the influencer, Swayme will not use data of the influencer for purposes of advertising, market research or opinion polling. However, the influencer hereby agrees that Swayme collects data on the location of the influencer (so-called geolocation data) and may send the influencer directly or through vicarious agents marketing materials, eg newsletters, to his contact data stored at Swayme.

(3) The influencer has at any time the opportunity to retrieve the data stored by him or the consent under §10 (2) in his profile or by direct request to Swayme to change or delete them. In addition, with regard to the influencer's consent and further information on the collection, processing and use of data, reference is made to the data protection declaration, which can be called up at any time in printable form on the Swayme website.


‍‍11 Final provisions 

‍(1) Contracts between Swayme and the influencer shall be governed by the laws of the Republic of Poland to the exclusion of the UN Convention on Contracts for the International Sale ofGoods. The contract language is exclusively Polish.

(2) The place of jurisdiction for all disputes arising from contractual relationships between the influencer and Swayme is Warsaw, Poland, insofar as the influencer is an entrepreneur. In the case of negative experiences / experiences that the influencer has with partners, the influencer is first required to consult with Swayme. 

3) Should individual provisions of these terms and conditions be wholly or partially invalid, the validity of the remaining terms and conditions shall not be affected thereby. Statutory provisions, if available, shall replace the ineffective provisions.


‍Partners/ Clients GTC General information 

‍(1) These terms and conditions apply to all business relationships with partners, in particular for business relationships that have been concluded via the Swayme platform, by e-mail or by telephone or in person. Contracts between Swayme and the partner are only concluded if the partners are entrepreneurs, legal persons under public law or a public-law special fund.

(2) Swayme offers the partner a platform on which he can offer deals that require posts on social media channels, and commission them according to his ideas. Swayme takes these orders and shows them to influencers who can accept the partners' deals. Influencers complete and publish the posts according to the partners' ideas as stated on the Swayme platform. Swayme also offers various other services that are specified in detail in the respective contract of the customer. Swayme sometimes uses programs and services from third-party providers on behalf of the partner. The partner expressly consents to the transfer of his contact details to these third-party providers and also agrees to the respective data processing regulations of these third-party providers.

(3) The terms and conditions of Swayme apply exclusively. Any differing, conflicting or additional general terms and conditions applied by the Customer will become a part of any contract only to the extent to which we expressly agree. This requirement of consent shall apply in any event.

(4) Any individual agreements reached with the Client (including ancillary agreements, supplements and amendments) shall in all cases have precedence over these GTCs. A written contract or our written confirmation shall indicate the content of such agreements.

(5) Legally relevant declarations and notifications to be made to us by the partner after conclusion of the contract (e.g. setting deadlines, notifications of defects, declaration of withdrawal or reduction) must be made in writing in order to be effective.

(6) Any references to the applicability of statutory provisions shall only serve for the purposes of clarification. Even without such clarification, the statutory provisions shall therefore apply insofar as they are not directly amended or expressly excluded in these GTCs.


‍‍2 Registration, Use, Account 

‍(1) The partner undertakes to provide truthful information when registering and not to impersonate any other person or use any name for the use of which it is not authorised.

(2) The partner undertakes to create only one account.

(3) The partner is not entitled to transfer his account to third parties without written permission.

(4) The partner alone is responsible for the security of his password. A passing onto third parties is not permitted. If the password has become known to third parties, the partner is obliged to change his password immediately. He is responsible for the behavior of his employees and has to instruct them properly.

(5) The partner undertakes not to transmit any content containing viruses, Trojans or other programs that could damage Swayme's system. In the event of non-compliance, the partner will be immediately excluded from Swayme's participation. The partner shall compensate us for any damage which we have suffered as a result of any culpable breach of the above obligations.

(6) The partner undertakes not to disseminate any advertising or inaccurate warnings of viruses, malfunctions or the like or to request participation in competitions, snow-ball systems, chain letters, pyramid games or comparable activities.

(7) Each time Swayme is used, the partner undertakes to comply with and adhere to the rules set forth in these Terms of Participation. If these regulations are violated, the influencer can be excluded from the use of Swayme with immediate effect.

(8) The partner can have their user account deleted at any time. He informs Swayme of his wish to delete the account by e-mail. The deletion will be carried out within ten days. The deletion of the user account will not end any contract between Swayme and the Partner.


‍‍3 Conclusion of contract, service description 

‍(1) An effective contract is only concluded if the partner is an entrepreneur (§14BGB), a legal entity under public law or a special fund under public law. If Swayme is commissioned by a consumer, Swayme reserves the right to revoke the acceptance within 14 days of becoming aware of the consumer's property.

(a) The duration of the contracts between Swayme and the partner will be specified in the contract. Contracts will be extended for another 12 months at the end of the contractually agreed term. A cancellation must be made 6 weeks before the end of the term. Effective notice of termination must be in writing and can be sent to Swayme either digitally (kuba@swayme.pl) or by post.

(b) Each contract contains details of the services booked by the client as well as a detailed service description. 

(c) Prices for Swayme's services to the partner will be specified in the contract.

(d) Contracts between Swayme and the partner will also be honored if the partner books the services of Swayme through a web platform. Valid price and valid term are then displayed through an official offer and confirmed by the partner.

(2) For the service “Influencer Marketing” the partner can offer a „give-away deal” in the form of either; a cash value discount, a percentage discount or a free item giveaway.


(3) Give-away deal:

(a) The content of the give-away deal is the mediation of contacts to influencers by Swayme to the partner. Swayme only acts as a mediator to the influencers in this type of deal. Swayme has no contractual obligation of its own to create the deal or produce content. This obligation lies exclusively with the influencers after the mediation has been concluded. 

(b) This deal type creates a post on instagram. Subsequently, the partner provides information on the give-away provided and to be advertised by him. The partner then makes a choice about how many contacts are to be made. The payment structure of this collaboration is outlined individually in separate contracts signed between the partner andSwayme.

(c) Influencers can apply for the deal of the partners via the Swayme application or accept deals directly with the Swayme application. Influencer applications are binding contract offers for the execution of the deal. Only in the case of an influencer application can the partner release the participating influencer before conclusion of the contract. As a rule, the contract between the influencer and the company is concluded via direct deal acceptance in the SwaymeApp. The partner is obliged to transmit the give-away to the influencer(s) after conclusion of the contract.

(d) Once the post has been created by the influencer, Swayme will inform the partner. A check by Swayme takes place in the context of the Give-away Deals expressly. The content will be published after completion. The partner must raise objections to the post with Swayme. Swayme will make every effort to correct any discrepancies between the posting and the partner's specifications. Swayme is not responsible for unclear information in the Swayme application regarding the constitution of the posting.

(e) The legal relationship with regard to the deals concerns only the partner involved and the influencer. These contracts do not have any legal effect on Swayme. The partner can assert claims from the contract mediated by Swayme exclusively against the influencer. There are no claims against Swayme arising from the mediated contractual relationship.

(f) The Partner has the possibility to book further influencer contacts at anytime. These can also be booked in the available packages.


‍4 Copyright 
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(1) After completion of the post by the influencer, Swayme undertakes to make the intellectual property of the contents of the post available to the partner in an appropriate form or it can be accessed directly through Instagram.

(2) The Partner only receives a right of use to the contents of the Post to the extent that it may share the Posts on its own social media channels and integrate "embedded" on its own homepage. The Partner shall name the author in each case in an appropriate manner. He is not entitled to any further rights of use, in particular the right to publish, distribute or make publicly available. A separate agreement with Swayme is required for the transfer of rights of use. Swayme assures to have all transferable rights to the content. Swayme releases the partner from all claims of the producing Influencer regarding copyright.

(3) The Partner shall transfer to Swayme a simple right of use to the trademark or company logo concerned as well as to all other intellectual property rights. The Partner confirms to Swayme upon conclusion of the contract that Swayme may dispose of all industrial property rights and intellectual property rights associated with the Partner, in particular with regard to the contents of the Performance Deals. The partner expressly releases Swayme from any existing third party claims. This right of use is limited in time and content to the duration of the individual contract and its publication on the influencer's social media channels. Swayme is entitled to grant the producing influencer a corresponding sub-licence for this purpose.

(4) Within the framework of a give-away deal, the partner is obliged to transfer all necessary rights for the production of the content to the influencer. This concerns, above all, the rights to the respectively affected brand or company mark as well as to all other intellectual property rights.


‍5 Remuneration and commission

‍(1) Swayme and its partners enter into individual agreements on fees. Individual agreements are contractually agreed.

(2) The prices set by Swayme are net, ie excluding any applicable sales tax.

(3) Unless otherwise agreed, fees shall be due monthly on the fifth (5) day of each month.

(4) The Partner may make thepayment by bank transfer.



‍6 Warranty 

(1) The Partner is not entitled to uninterrupted availability of the Swayme Platform. Access to Swayme may occasionally be interrupted or restricted to allow repairs, maintenance, or the introduction of new facilities or services.The partner is not entitled to any compensation if the Swayme service cannot be accessed due to the above reasons or force majeure.

(2) The partner's rights of withdrawal in the event of material defects and defects of title are hereby excluded unless they are legally mandatory.

(3) The basis for liability for defects is in particular the agreement reached on the quality of the contents of the post. The order descriptions of the partner within the Swayme App are regarded as an agreement about the quality.

(4) Swayme warrants the agreed quality. If the content posted by the Influencer corresponds to the specifications and descriptions made by the Partner, thePartner may not refuse acceptance of the content unless the original order was substantially deviated from and only complaints exist regarding the appearance of the content which do not relate to the agreed quality. This is particularly the case if the partner has not made any specifications in his offer regarding the rejected parts of the post.

(5) If an influencer does not postin the aftermath of the brokerage by Swayme, Swayme will reimburse thepartner's material costs / overhead at the provided influencer deal. Thepartner must prove the material costs / material costs accordingly, otherwise Swaymewill assume material costs amounting to 35.0% of the deal value.



‍7 Liability

‍(1) We shall only be liable forthe loss of data in accordance with the preceding paragraphs and only if such aloss could not have been avoided through appropriate data protection measuresby the influencer.

(2) The limitations of liability also apply mutatis mutandis to our vicarious agents.

(3) Further liability of Swayme does not exist, in particular Swayme is not liable for content provided by the partner or the influencer, unless Swayme appropriates them by passing them onto third parties. In particular, Swayme is not liable for missing labeling of the delivered content as advertising or infomercial. If the partner wishes to label the content as advertising, this must be reported to the influencer. The influencer hereby expressly indemnifies Swayme and the partner from any obligation arising out of a missing mark.

(4) If the partner sends materials, products or other items to the influencer for the purpose of creating the post, he alone is liable for the condition and return of the materials, products or other objects provided. Swayme accepts no liability or guarantee for materials, products or other items provided to the influencer.


‍8 Customer reference 

(1) Unless otherwise agreed or the partner does not expressly contradict, the partner agrees with contract conclusion to serve as a reference for Swayme. The references may be presented in both digital and non-digital form. Swayme may use the partner's company name and logo as well as other publicly known information, such as the industry, when presenting the reference.

(2) The partner may request the removal of the reference provided that the last order placed was placed at least five years ago. In addition, the Partner can revoke the consent at any time and demand the removal if personal data are affected by the publication as a reference. In this respect, reference is made to the data protection provisions. The Partner shall also be entitled to aright to distance if the naming of the Partner as a reference demonstrably concerns special business interests of the Partner, in particular trade secrets.

(3) If Swayme is obliged to remove the reference in accordance with the previous paragraph, the Partner shall grant Swayme a period of one month to remove the reference for slightly changeable uses (e.g. website, e-mails, social media channels, etc.) and a period of six months for all other uses.


‍10 Confidentiality 

(1) The Partner undertakes to maintain secrecy with regard to all offers relating to and to treat this information confidentially. This includes in particular all details, information and data about the participating influencers, the agreed prices and in particular information about the platform itself. This includes the name of the influencer as well as the type of deal and the content of the agreements between the influencer and the partner.

(2) In particular, the Partner is prohibited from disseminating, disclosing or otherwise publishing this information on the Internet, in particular in social networks and media.

(3) This obligation does not apply to information on deals.

a) The Partner was already demonstrably aware of at the time of conclusion of the contract or becomes aware of this from a third party, without this violating a confidentiality agreement, statutory regulations or official orders;

(b) which are publicly known when the offer is withdrawn or are subsequently made publicly known, unless this is due to a breach of this contract;

(c) which are required to be disclosed by law or by order of a court or authority.To the extent permitted and possible, the recipient subject to the disclosure obligation shall give prior notice to the other party and give it the opportunity to take action against the disclosure; ord) whose publication the influencer and/or Swayme has agreed to (e.g. naming influencer in reposting).

(4) Any culpable violation of these provisions shall result in a contractual penalty of 30% of the agreed remuneration. Further claims of Swayme remain unaffected.


‍11 Notes on data processing 

(1) Swayme collects data of the partner within the framework of the handling of contracts.Swayme complies in particular to the provisions of Polish data protection laws, including the General Data Protection Regulation and RODO. The data is collected by SPÓŁKA AND ADDRESS - in each case if and to the extent applicable. Without the consent of the partner, inventory and usage data are only collected, processed or used insofar as this is necessary for the processing of the contractual relationship and for the use and billing of telemedia.

(2) Swayme will not use data for advertising, market or opinion research purposes without the consent of the partner.

(3) The partner or his employees have the possibility at any time to retrieve the data stored by Swayme in his profile, to change or to delete personal data. In addition, with regard to the consent of the partner and further information on data collection, processing and use, reference is made to the data protection declaration, which can be downloaded from the Swayme website at any time in printable form.


‍12 Final provisions 

(1) The law of the Republic of Poland shall apply to contracts between Swayme and the partner to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The contract language is exclusively Polish.

(2) The place of jurisdiction for all disputes arising from contractual relationships between the partner and Swayme is Warsaw, Poland.

(3) Swayme is entitled to change the above conditions of participation at any time. In this case, Swayme will post changes to the Terms of Participation on its platform and via email. The partner is given the opportunity to object to the changed conditions of participation within two weeks. If he does not do so, the approval of the amendment shall be deemed to have been given. Otherwise, these terms and conditions apply unchanged.

(4) Should individual provisions of these terms and conditions be wholly or partially invalid, the validity of the remaining terms and conditions shall not be affected thereby. Statutory provisions, if available, shall replace the ineffective provisions. 

‍Other GTC

1 Liability for contents

‍(1) Legal obligations to remove or block the use of information remain unaffected. However, liability in this regard is only possible from the point in time at which a concrete infringement of the law becomes known. If we become aware of any infringements, we will remove this content immediately.


‍2 Liability for links

‍(1) Our offer contains links to external websites of third parties. We have no influence on the content of these websites, which is why we cannot accept any liability for this content. The respective provider or operator of the pages is always responsible for the content of the linked pages.

(2) The linked pages were checked for possible legal violations at the time of linking. Illegal contents were not recognisable at the time of linking. However, a permanent control of the contents of the linked pages is not reasonable without concrete evidence of a violation of the law. If we become aware of any infringements, we will remove such links immediately.


‍3 Copyright

‍The content and works created by the site operators on these pages are subject toGerman copyright law. The reproduction, editing, distribution and any kind of exploitation outside the limits of copyright require the written consent of the respective author or creator. Downloads and copies of this site are only permitted for private use.The commercial use of our content without the consent of the author is prohibited.

Insofar as the content on this site was not created by the operator, the copyrights of third parties are respected. Contributions of third parties are marked as such on this page. Should you nevertheless become aware of a copyright infringement, we request that you notify us accordingly. Such content will then be removed immediately. 


‍DataProtection / Privacy Policy

1 General Information

‍The following information will provide you with an easy to navigate overview of what will happen with your personal data when you visit this website. The term“personal data” comprises all data that can be used to personally identify you. For detailed information about the subject matter of data protection, please consult our Data Protection Declaration, which we have included beneath this copy. 

‍2 Data recording on this website

Whois the responsible party for the recording of data on this website (i.e. the“controller”)?

‍The data on this website is processed by the operator of the website, Swayme Poland Sp. Z o.o. whose contact information is available on this website. 

‍How do we record your data?

‍We collect your data as a result of your sharing of your data with us. This may, for instance be information you enter into our contact form.

Other data shall be recorded by our IT systems automatically or after you consent to its recording during your website visit. This data comprises primarily technical information (e.g. web browser, operating system or time the site was accessed). This information is recorded automatically when you access this website.

By filling out any forms directly on or linked to on the website you are consenting for the collection of data that you provide. 

‍What are the purposes we use your data for?

‍A portion of the information is generated to guarantee the error free provision of the website. Other data may be used to analyse your user patterns. 

‍What rights do you have as far as your information is concerned?

‍You have the right to receive information about the source, recipients and purposes of your archived personal data at any time without having to pay a fee for such disclosures. You also have the right to demand that your data are rectified or eradicated. If you have consented to data processing, you have the option to revoke this consent at any time, which shall affect all future data processing. Moreover, you have the right to demand that the processing of your data be restricted under certain circumstances. Furthermore, you have the right to loga complaint with the competent supervising agency.

Please do not hesitate to contact us at any time under the contact information provided below if you have questions about this or any other data protection related issues.  


‍Analysis tools and tools provided by third parties

‍There is a possibility that your browsing patterns will be statistically analysed when your visit this website. Such analyses are performed primarily with what we refer to as analysis programs.

For detailed information about these analysis programs please consult our Data Protection Declaration below.
‍

3 Hosting and Content Delivery Networks (CDN)

External Hosting
‍
‍This website is hosted by an external service provider (host). Personal data collected on this website are stored on the servers of the host. These may include, but are not limited to, IP addresses, contact requests, metadata and communications, contract information, contact information, names, web page access, and other data generated through a web site. The host is used for the purpose of fulfilling the contract with our potential and existing customers (Art. 6 para. 1 lit. b GDPR) and in the interest of secure, fast and efficient provision of our online services by a professional provider (Art. 6 para. 1 lit. f GDPR). Our host will only process your data to the extent necessary to fulfil its performance obligations and to follow our instructions with respect to such data. 


‍4 General information and mandatory information

Data protection

‍The operators of this website and its pages take the protection of your personal data very seriously. Hence, we handle your personal data as confidential information and in compliance with the statutory data protection regulations and this Data Protection Declaration.

Whenever you use this website, a variety of personal information will be collected. Personal data comprises data that can be used to personally identify you. This Data Protection Declaration explains which data we collect as well as the purposes we use this data for. It also explains how, and for which purpose the information is collected.

We here with advise you that the transmission of data via the Internet (i.e. through e-mail communications) may be prone to security gaps. It is not possible to completely protect data against third party access. 


‍Informationabout the responsible party (referred to as the “controller” in the GDPR)

‍The data processing controller on this website is:

Swayme Poland Sp. Z o.o.

Ul. Twarda 4/325
00-105, Warsaw
Poland
‍
Represented by:
Jakub Mark Henriksen
Phone:+48 733 380 332
E-mail: kuba@swayme.pl

The controller is the natural person or legal entity that single-handedly or jointly with others makes decisions as to the purposes of and resources for the processing of personal data (e.g. names, e-mail addresses, etc.).  


‍Revocation of your consent to the processing of data

‍A wide range of data processing transactions are possible only subject to your express consent. You can also revoke at any time any consent you have already given us. This shall be without prejudice to the lawfulness of any data collection that occurred prior to your revocation.

Right to object to the collection of data in special cases; right to object to direct advertising (Art. 21 GDPR)

IN THE EVENT THAT DATA ARE PROCESSED ON THE BASIS OF ART. 6 SECT. 1 LIT. E OR FGDPR, YOU HAVE THE RIGHT TO AT ANY TIME OBJECT TO THE PROCESSING OF YOUR PERSONAL DATA BASED ON GROUNDS ARISING FROM YOUR UNIQUE SITUATION. THIS ALSO APPLIES TO ANY PROFILING BASED ON THESE PROVISIONS. TO DETERMINE THE LEGAL BASIS, ON WHICH ANY PROCESSING OF DATA IS BASED, PLEASE CONSULT THIS DATA PROTECTION DECLARATION. IF YOU LOG AN OBJECTION, WE WILL NO LONGER PROCESS YOUR AFFECTED PERSONAL DATA, UNLESS WE ARE IN A POSITION TO PRESENT COMPELLING PROTECTION WORTHY GROUNDS FOR THE PROCESSING OF YOUR DATA, THAT OUTWEIGH YOUR INTERESTS, RIGHTS AND FREEDOMS OR IF THE PURPOSE OF THE PROCESSING IS THE CLAIMING, EXERCISING OR DEFENCE OF LEGAL ENTITLEMENTS (OBJECTION PURSUANT TOART. 21 SECT. 1 GDPR).

IF YOUR PERSONAL DATA IS BEING PROCESSED IN ORDER TO ENGAGE IN DIRECT ADVERTISING,YOU HAVE THE RIGHT TO AT ANY TIME OBJECT TO THE PROCESSING OF YOUR AFFECTED PERSONAL DATA FOR THE PURPOSES OF SUCH ADVERTISING. THIS ALSO APPLIES TO PROFILING TO THE EXTENT THAT IT IS AFFILIATED WITH SUCH DIRECT ADVERTISING. IFYOU OBJECT, YOUR PERSONAL DATA WILL SUBSEQUENTLY NO LONGER BE USED FOR DIRECT ADVERTISING PURPOSES (OBJECTION PURSUANT TO ART. 21 SECT. 2 GDPR). 

‍Right to log a complaint with the competent supervisory agency

‍In the event of violations of the GDPR, data subjects are entitled to log a complaint with a supervisory agency, in particular in the member state where they usually maintain their domicile, place of work or at the place where the alleged violation occurred. The right to log a complaint is in effect regardless of any other administrative or court proceedings available as legal recourses. 

‍Right to data portability

‍You have the right to demand that we hand over any data we automatically process on the basis of your consent or in order to fulfil a contract be handed over to you ora third party in a commonly used, machine readable format. If you should demand the direct transfer of the data to another controller, this will be done only if it is technically feasible. 

‍SSLand/or TLS encryption

‍For security reasons and to protect the transmission of confidential content, such as purchase orders or inquiries you submit to us as the website operator, this website uses either an SSL or a TLS encryption program. You can recognise an encrypted connection by checking whether the address line of the browser switches from “http://” to “https://” and also by the appearance of the lock icon in the browser line.

If the SSL or TLS encryption is activated, data you transmit to us cannot be read by third parties. 

‍Information about, rectification and eradication of data

‍Within the scope of the applicable statutory provisions, you have the right to at anytime demand information about your archived personal data, their source and recipients as well as the purpose of the processing of your data. You may also have a right to have your data rectified or eradicated. If you have questions about this subject matter or any other questions about personal data, please do not hesitate to contact us at any time at the address provided above. 

‍Right to demand processing restrictions

‍You have the right to demand the imposition of restrictions as far as the processing of your personal data is concerned. To do so, you may contact us at any time at the address provided above. The right to demand restriction of processing applies in the following cases: 

In the event that you should dispute the correctness of your data archived by us, we will usually need some time to verify this claim. During the time that this investigation is ongoing, you have the right to demand that we restrict the processing of your personal data.

If the processing of your personal data was/is conducted in an unlawful manner, you have the option to demand the restriction of the processing of your data in lieu of demanding the eradication of this data.

If we do not need your personal data any longer and you need it to exercise, defend or claim legal entitlements, you have the right to demand the restriction of the processing of your personal data instead of its eradication.

If you have raised an objection pursuant to Art. 21 Sect. 1 GDPR, your rights and our rights will have to be weighed against each other. As long as it has not been determined whose interests prevail, you have the right to demand a restriction of the processing of your personal data.

If you have restricted the processing of your personal data, these data – with the exception of their archiving – may be processed only subject to your consent orto claim, exercise or defend legal entitlements or to protect the rights of other natural persons or legal entities or for important public interest reasons cited by the European Union or a member state of the EU. 

‍Rejection of unsolicited e-mails

‍Where with object to the use of contact information published in conjunction with the mandatory information to be provided above to send us promotional and information material that we have not expressly requested. The operators of this website and its pages reserve the express right to take legal action in the event of the unsolicited sending of promotional information, for instance via SPAM messages. 


‍4 Recording of data on this website

Cookies

‍Our websites and pages may use what the industry refers to as “cookies.” Cookies are small text files that do not cause any damage to your device. They are either stored temporarily for the duration of a session (session cookies) or they are permanently archived on your device (permanent cookies). Session cookies are automatically deleted once you terminate your visit. Permanent cookies remain archived on your device until you actively delete them or they are automatically eradicated by your web browser.

In some cases it is possible that third party cookies are stored on your device once you enter our site (third party cookies). These cookies enable you or us to take advantage of certain services offered by the third party (e.g. cookies for the processing of payment services).

Cookies have a variety of functions. Many cookies are technically essential since certain website functions would not work in the absence of the cookies (e.g.the shopping cart function or the display of videos). The purpose of other cookies may be the analysis of user patterns or the display of promotional messages.

Cookies, which are required for the performance of electronic communication transactions(required cookies) or for the provision of certain functions you want to use(functional cookies, e.g. for the shopping cart function) or those that are necessary for the optimisation of the website (e.g. cookies that provide measurable insights into the web audience), shall be stored on the basis of Art. 6 Sect. 1lit. f GDPR, unless a different legal basis is cited. The operator of the website has a legitimate interest in the storage of cookies to ensure the technically error free and optimised provision of the operator’s services. If your consent to the storage of the cookies has been requested, the respective cookies are stored exclusively on the basis of the consent obtained (Art. 6Sect. 1 lit. a GDPR); this consent may be revoked at any time.

You have the option to set up your browser in such a manner that you will be notified any time cookies are placed and to permit the acceptance of cookies only in specific cases. You may also exclude the acceptance of cookies in certain cases or in general or activate the delete function for the automatic eradication of cookies when the browser closes. If cookies are deactivated, the functions of this website may be limited. In the event that third party cookies are used or if cookies are used for analytical purposes, we will separately notify you in conjunction with this Data Protection Policy and, if applicable, ask for your consent. 


‍Serverlog files

‍The provider of this website and its pages automatically collects and stores information in so-called server log files, which your browser communicates to us automatically. The information comprises:

The type and version of browser used

The used operating system

Referrer URL

The host name of the accessing computer

The time of the server inquiry

The IP address

This data is not merged with other data sources. 

This data is recorded on the basis of Art. 6 Sect. 1 lit. f GDPR. The operator of the website has a legitimate interest in the technically error free depiction and the optimisation of the operator’s website. In order to achieve this, server log files must be recorded. 


‍Contact form

‍If you submit inquiries to us via our contact form, the information provided in the contact form as well as any contact information provided therein will be stored by us in order to handle your inquiry and in the event that we have further questions. We will not share this information without your consent.

The processing of these data is based on Art. 6 para. 1 lit. b GDPR, if your request is related to the execution of a contract or if it is necessary to carry out pre-contractual measures. In all other cases the processing is based on our legitimate interest in the effective processing of the requests addressed to us (Art. 6 Para. 1 lit. f GDPR) or on your agreement (Art. 6 Para.1 lit. a GDPR) if this has been requested. 


The information you have entered into the contact form shall remain with us until you ask us to eradicate the data, revoke your consent to the archiving of data or if the purpose for which the information is being archived no longer exists(e.g. after we have concluded our response to your inquiry). This shall be without prejudice to any mandatory legal provisions – in particular retention periods. 


‍5 Analysis tools and advertising

Google Analytics

‍This website uses functions of the web analysis service Google Analytics. The provider of this service is Google Ireland Limited (“Google”), Gordon House,Barrow Street, Dublin 4, Ireland.

Google Analytics enables the website operator to analyse the behavior patterns of website visitors. To that end, the website operator receives a variety of user data, such as pages accessed, time spent on the page, the utilised operating system and the user’s origin. Google may consolidate these data in a profile that is allocated to the respective user or the user’s device.

GoogleAnalytics uses technologies that make the recognition of the user for the purpose of analysing the user behavior patterns (e.g. cookies or device fingerprinting). The website use information recorded by Google is, as a rule transferred to a Google server in the United States, where it is stored.

This analysis tool is used on the basis of Art. 6 Sect. 1 lit. f GDPR. The operator of this website has a legitimate interest in the analysis of user patterns to optimise both, the services offered online and the operator’s advertising activities. If a corresponding agreement has been requested (e.g. an agreement to the storage of cookies), the processing takes place exclusively on the basis of Art. 6 para. 1 lit. a GDPR; the agreement can be revoked at any time. 

‍Browser plug-in

‍Youcan prevent the recording and processing of your data by Google by downloadingand installing the browser plugin available under the following link:https://tools.google.com/dlpage/gaoptout?hl=en.

Formore information about the handling of user data by Google Analytics, pleaseconsult Google’s Data Privacy Declaration at: https://support.google.com/analytics/answer/6004245?hl=en. 

‍Archiving period

‍Dataon the user or incident level stored by Google linked to cookies, user IDs oradvertising IDs (e.g. DoubleClick cookies, Android advertising ID) will beanonymized or deleted after 14 month. For details please click the followinglink: https://support.google.com/analytics/answer/7667196?hl=en 

‍6 Plug-ins and Tools

‍GoogleWeb Fonts (local embedding)

This website uses so-called Web Fonts provided by Google to ensure the uniform use of fonts on this site. These Google fonts are locally installed so that a connection to Google’s servers will not be established in conjunction with this application.

For more information on Google Web Fonts, please follow this link:https://developers.google.com/fonts/faq and consult Google’s Data PrivacyDeclaration under: https://policies.google.com/privacy?hl=en.    ‍ 

DEFINITIONS

"Deals" - anySwayme-initiated advertising collaboration between influencer and partner. The subject of a deal is the creation of posts by the influencer on the one hand and performance of the consideration by the partner on the other hand. 

‍"Consideration" - any material consideration that a partner promises to fulfil a deal, such as payment in discounts, provision of product, use of services, etc. 

‍"Influencers" -Advertisers, bloggers, video producers and other persons or companies posting posts on social media channels, whereby the influencers are both consumers and entrepreneurs.

"Partners"- in general Clients, companies that place deals online through Swayme, offer and ultimately commission influencers or book other services offered by Swayme 
‍
‍"Post" -any publication of any text, image, video or other content by the Influencer onone or more social media channels in accordance with the Partner's Deal Termsand other guidelines. 

‍"SocialMedia Channels" - Instagram, Facebook, TikTok and other so-called socialmediaprograms used to publish content. 

‍"Budget"- the maximum amount that the partner is willing to pay for Swayme deals and services provided by Swayme-mediated influencers.