Additional Terms of Service for Clients
These Additional Terms of Service for Clients regulate the promotion of the Client’s Project, and these Additional Terms of Service for Clients are legally binding. In case of any questions that are not explicitly addressed or regulated by this Additional Terms of Service for Clients, the General Terms of Service for Clients/Sellers shall apply. In the event of a conflict or ambiguity between this Additional Terms of Service for Clients and the General Terms of Service for Clients/Sellers, the provision(s) contained in this Additional Terms of Service for Clients shall prevail and supersede the provision(s) contained in the General Terms of Service for Clients/Sellers. Any capitalized terms shall have the same meaning as defined in the General Terms of Service for Clients/Sellers.
1.1. Promotion of the Client’s Project in exchange for payment in stablecoins. Before commencing any engagement with the KOLs, the Clients shall set the Campaign Requirements for the Marketing Campaign(s) via the Platform. In addition, the Clients shall upload the Marketing Materials to the Platform, and transfer the Campaign Fee to us. During the Marketing Campaign, the Client may engage multiple KOLs, provided that it aligns with the Client’s campaign budget and the Service Fees due to the KOLs. Please note that SeedHunter do not assume any responsibility for, and SeedHunter does not give any representations, warranties or guarantees regarding any results of the Marketing Campaign.
1.2. Application Process and Service Agreement. In the event that the KOL desires to promote your Project, they are required to submit an application to you via the Platform. The application will include the following details:
a. Social media platforms where marketing services will be performed.
b. The number of posts and the frequency at which the posts will be made.
1.3. Furthermore, as a part of the application process, the KOL will need to enter into the Service Agreement. You should review the KOL’s application and the Service Agreement within forty-eight (48) hours from its submission and decide whether to accept or reject it. In the event the application is declined, you shall provide a reason for the rejection, which will be communicated to the KOL by us.
1.4. The terms and conditions of the Service Agreement will be mutually determined and agreed upon by you and the KOL, taking into account some mandatory minimum standards and requirements required for the purposes of use of the Platform and SeedHunter Service. You acknowledge and agree that we are not a party to the Service Agreement and our role is limited to facilitating the engagement between the Client and the KOL, and providing IT infrastructure. For the avoidance of doubt, the Service Agreement shall be deemed fully executed when both parties enter into the Service Agreement.
1.5. The price per post for each KOL will be evaluated by our proprietary system considering multiple factors, such as the number of subscribers/followers, social media platform, the average number of views, and other relevant criteria. You understand that the price per post may vary depending on social media platforms. If you decide to continue using the promotional services of the same KOL in the future, the price per post might be adjusted depending on KOL’s increase or decrease in subscribers/followers, social media platform, and the average number of views they generate, and other relevant criteria. Please note that the price per post set by our proprietary system may not always correspond to market values. We are not responsible for any discrepancies between our system's valuation and market rates.
1.6. Nothing in these Terms or information contained on the Platform or otherwise communicated in connection with the Platform is intended to be or constitutes our endorsement or recommendation of any KOL for promoting your Project. Although we might at our discretion verify certain information about the KOLs, if such verification takes place, we do not assure, promise, represent, or otherwise guarantee that we will verify such information or that any such information is accurate, true, correct, up-to-date, complete, or not misleading.
1.7. Please note, we do not manage or control any KOL, nor do we exert influence over their actions or performance. We make no warranties or representations of any kind, express or implied, with regard to any actions/behaviour of the KOLs, including the performance of the marketing services and their outcome. We do not assume any obligation or responsibility for the results of the Marketing Campaign. You acknowledge that you must do your own due diligence on the KOLs before engaging in any promotional activities with them. You acknowledge and agree that we do not verify the quality of the marketing services provided by the KOLs. The responsibility for assessing the quality of these marketing services rests solely with you.
2. Agreements between Client and KOL
2.1. We will provide the Client with a Service Agreement template designed for use between the Client and the KOL. You should utilize the Service Agreement template and engage a legal professional to fill out and complete the Service Agreement template within the Platform, tailored to your requirements. You shall ensure and are solely responsible that the terms of the Service Agreement are clear, transparent, fair, compliant with any applicable laws and regulations and enforceable.
2.2. We are not a law firm and do not engage in the practice of law. Nothing on the Platform should be construed as an attempt to offer or render legal services and our employees are not acting as your counsel. No part of the SeedHunter Services should be applied to any specific or general factual situation. Use of the Platform or the SeedHunter Services does not create or constitute an attorney-client relationship.
2.3. All sample templates and related provided materials, if any, made available as part of the SeedHunter Services do not constitute any legal, financial or commercial advice and are provided on an informative and “AS IS” basis without any express or implied representations, warranties or guarantees of any kind. We do not suggest to use of any such materials without additional qualified legal, tax or other professional advice nor represent or warrant that any content and information made available on the Platform is reliable, current, error-free or detect-free, meets your requirements, or that any defects will be corrected.
2.4. All information, agreements, and forms, uploaded by the Client should be filled in to meet all the applicable laws and regulations that apply to the Client. You acknowledge and agree that you are using any and all information, agreements, forms, and other resources available as part of the SeedHunter Services or through the Platform at your own risk.
2.5. The Client grants us, as a facilitator of engagement between the Client and the KOL, authorization to fill out and complete Schedule I (which includes agreement details such as, inter alia, parties’ information, KOL’s wallet address, commencement and completion dates of the marketing service, marketing campaign completion date, and the Service Fee) and the table in clause 3.1.of the Service Agreement (which includes, inter alia, details related to social media platforms where the KOL intends to provide marketing services, the number of posts, and posting frequency) and Exhibit A (content requirements), using the information provided by both the KOL and the Client. However, both the KOL and the Client shall review the final version of the Service Agreement. If both parties agree with the terms of the Service Agreement, they must express their acceptance by clicking the “I ACCEPT AGREEMENT” button. Please note that we shall not be responsible for any errors, mistakes, or discrepancies made in the Service Agreement, the onus lies with you and the KOL to ensure the accuracy of all agreement details.
3.Payment for marketing services to KOLs
3.1. Before launching the Marketing Campaign, the Client shall transfer the Campaign Fee to us in either USDC or USDT, using any available payment on the Platform. The Campaign Fee is specified in United States Dollars on the Platform, and when you transfer the Campaign Fee to us in either USDT or USDC, it should be equivalent to the specified amount in United States Dollars. We will not assume responsibility if the converted Campaign Fee does not match the specified amount in United States Dollars.
3.2. You can transfer the Campaign Fee via Metamask or Coinbase, or you can choose to do it manually. If you choose a manual transfer, you must immediately provide a hashcode within the Platform to verify the transaction. The Campaign Fee will initially be subject to our Commission, as specified in Clause 5.1. below, and the remaining balance of the Campaign Fee will be available for the Marketing Campaign.
3.3. The Campaign Fee will be held by us on your behalf and each Service Fee will then be deducted from the Campaign Fee and transferred to the KOLs, subject to the terms of the Service Agreement. While the Campaign Fee is held by us, you will not have the ability to withdraw, use, or transfer the Campaign Fee. No interest will accrue on the Campaign Fee, and we shall have no liability for the Campaign Fee fluctuations and any such risks shall be solely borne by you.
3.4. Please note that the Platform utilizes the infrastructure of a third-party wallet service provider for processing and managing transactions. We do not operate or maintain our own wallet infrastructure. Consequently, while we strive to ensure a secure and seamless experience for our Users, we cannot be held responsible for any issues, technical glitches, or security concerns related to the third-party wallet service.
4. Refund of the Campaign Fee
4.1. Please note that the Marketing Campaign cannot be canceled after the payment of the Campaign Fee. Therefore, the Campaign Fee is non-refundable. However, we will refund the remaining Campaign Fee to the Client only in the following event:
a. If there is an unutilized portion of the Campaign Fee after the payment of all Service Fees to the engaged KOLs (including any remaining Service Fee after adjustment pursuant to the Service Agreement); or
4.2. Any refunds that are applicable to you, will be credited to your Platform Account, which you may utilize for your next Marketing Campaign. If you wish the refund amount to be transferred to your Client’s Wallet Address, you may make such a request. In this event, the refund will be made to your Client’s Wallet Address within thirty (30) days from the date of the request, subject to the Third Party Costs. The refunded amount will be made in the same currency that you initially sent to us. We will not be liable in any way whatsoever if the refunded amount is sent to the wrong wallet address provided by the Client.
5. Commission.
5.1. We charge 10% (ten per cent) of the Campaign Fee for each Marketing Campaign. Our Commission is due and deductible as soon as you transfer the Campaign Fee. Please note our Commission is non-refundable, even if you do not engage the KOLs during the Marketing Campaign.