Welcome to Ingolf a platform operated by People Can Fly AB (“Ingolf”, “We” or “Us”). These terms and conditions apply to www.ingolf.co as well as the ingolf app or any connected or related offerings or services (the “Service”). All uses and users of the Services, and visitors to the site (“Users”) are subject to these terms and conditions (“Terms”). If you do not agree with these Terms you must not use or access the Service.

PART I – THE INGOLF PLATFORM

1 Use of the Service

1.1 The Service is a platform and marketplace where brands can connect with influencers in the golf industry in an efficient way in order to have Influencers promote their products and services through social media, branding, personal services and other mediums.

1.2 There are 2 main User groups for the Service:

1.2.1 Influencers: golf professionals, celebrities, caddies, entertainers, photographers, commentators and other influencers in the golf industry

1.2.2 Brands: corporates, events, promoters, and other entities who wish to use influencers to promote their products, services or events

1.3 In order to use the Service you may be required to register and/or provide certain information. When doing so you agree to provide complete and accurate information, and to keep such information up to date. You are responsible for keeping your log-information secure and for preventing unauthorised use of your account. You may permit an agent or representative to administer your account, in which case you are solely responsible for such representative.

1.4 If you use the Services on behalf of your employer or any other entity or individual, you represent and warrant that you are fully authorised and permitted to do so.

1.5 You agree that all uses of the Service must comply with all applicable laws, rules and regulations, including (without limitation) any laws relating to advertising or product endorsements (such as the FTC Endorsement Guides).

1.6 You must be over 18 years of age to use the Service. Influencers may only register for the site through a services company or entity established to exploit their services or image rights. Registers in influencer’s own name will not be accepted.

1.7 Influencers are responsible for ensuring that they are fully entitled to participate in Campaigns, and that the Campaign does not conflict with any other relationships they may have.

2 How the Service Works?

2.1 The Service is focused around “Campaigns”. Campaigns are detailed briefs of marketing activities and are divided into 3 different categories (Campaigns can also include a combination of these categories):

(a) Appearance: Influencer(s) appear at a physical location and execute an activity for a Brand. This could be a golf clinic, a speech, a meet&greet, or any such activity

(b) Branding: This is visible Brand exposure on Influencers clothes, bags or other accessories for the purpose of being seen on TV, digital media or in front of a live audience.

(c) Promotion: This is marketing campaigns where Influencer(s) promote the Brands products/services on tv or other media, or through their own social media channels. Facebook, instagram etc.

2.2 BRANDS register their account through email/phone with Administrator at ingolf.co and the administrator sets up the Brand account.

2.2.1 Once registered, Brands can log on ingolf.co to start writing Campaigns and finding Golf Influencers to execute those Campaigns

2.2.2 Brands can track their ongoing Campaigns from the First Page and it is possible to have unlimited number of Campaigns ongoing.

2.2.3 “New Campaign” lets Brands write a brief of their requirement such as Campaign title, type of Campaign (Branding, Promotion or Appearance), Dates, Detailed description and Budget per Influencer). rights required (e.g. term, territory, usage platforms), restrictions/exclusivity, etc). It is important this is as detailed as possible as the details here will form part of the agreement for an Influencer to participate in the Campaign.

2.2.4 The next step is to select the group of Influencers that fit to execute that campaign. The Brands have the possibility to bring up a list of all Influencers. The Brands can also filter on those to find the suitable according to City, Country, Gender etc. When clicking on an Influencer, the Brands can also access information about what Type of Influencer it is (to find out if it is a Golf Professional (And which Tour), Caddie, Trick shot artist, etc)

2.2.5 Once the Brand has selected the appropriate group of Influencers, the total Campaign is composed and sent to the group. This is done by “Selecting Winner(s)”

2.2.6 The next stage is to await the response from the Influencers. When the Brand is satisfied with the Influencer(s) willing to participate, the Brand selects those and sends out a commitment message. This is the point where a binding contract has been created for the Campaign between the Brand and the Influencer (“Service Contract”). The Influencer(s) is sent a message containing all the information about the Campaign including Contact information to the Brand, should there be any issues or questions from the Influencer.

2.2.7 The Brand receives notification after the end date of the Campaign and can then acknowledge successful execution or raise any issues with the Influencer.

2.2.8 The Brand receives invoice from the Influencer after Campaign executed successfully and makes payment to the Influencer.

2.3 Influencers register at ingolf.co with their user name, password, email address, city and country.

2.3.1 An Administrator will then contact the Influencer to request additional information. This information, called “Type of Influencer”, defines the type of abilities the influencer has. This could be one or several, and examples are Golf Professional (and applicable Tour), caddie, Trick shot artists

2.3.2 The Influencer are visible on the platform for all Brands to see. The influencers information is also visible such as their Name, World ranking, Gender, Type of Influencer information, City, Country.

2.3.3 Once a Brand selects an influencer as a potential participant in a Campaign (see “Selecting Winner”, above), the Influencer receives an email or text message with information about the Campaign and a choice to Apply or Reject. In the case of Reject, the Brand is notified that the Influencer does not wish to participate.

2.3.4 If the Influencer Applies to the Campaign, the Brand is notified of this interest and will then decide if it wishes to engage the Influencer for the Campaign.

2.3.5 If the Influencer is selected by the Brand for the Campaign, a commitment message is sent through email or text. In that message all information of the campaign is presented including contact information to the Brand. It is at this stage a binding contract is formed for the Campaign between the Brand and the Influencer (“Service Contract”). The influencer receives notification as a reminder on two occasions before the Campaign start date (7 days and 1 day before the start).

2.3.6 Once the Campaign is executed the Influencer will receive a message where he/she acknowledge the event (or report any issues)

3 Service Contracts

3.1 Service Contracts consist of all the details set out by the Brand in the Campaign (“Campaign Terms”) and the standard terms and conditions set out in the Annex hereto. Where the Brand wishes to amend any of the standard terms it must do so expressly in the Campaign Terms.

3.2 The terms of Service Contracts are exclusively between Brand and Influencer,

3.3 When a Service Contract is formed, a Brand may also request separate supporting services from Ingolf, such as embroidery, event management or similar. Any such services are subject to terms being expressly agreed between Brand and Ingolf.

3.4 ALL USERS ACKNOWLEDGE AND AGREE THAT INGOLF IS AN ONLINE PLATFORM WHICH HELPS CONNECT BRANDS WITH INFLUENCERS. BRANDS MAY POST POTENTIAL CAMPAIGNS ON THE PLATFORM, AND INFLUENCERS MAY RESPOND TO SUCH POSTS, BUT THE PLATFORM IS NOT PARTY TO AGREEMENTS MADE BETWEEN BRANDS AND INFLUENCERS AND PLATFORM HAS NO LIABILITY TO ANY USER IN RESPECT OF SUCH AGREEMENTS AND USERS HEREBY RELEASE PLATFORM FROM ANY SUCH LIABILITY IN THIS REGARD.

4 Payments

4.1 Once a Service Contract has been executed, both Brands and Influencers must report within 7 days as to whether the Campaign was successfully completed, or raise any issues. If no issues are raised, then an invoice will be sent to the Brand by Ingolf (on behalf of the Influencer – but Influencer is solely responsible for ensuring all details of such invoice are accurate) for 100% of the fee. Brands must pay such fee in full within 30 days.

4.2 Separately, Ingolf shall send an invoice to the Influencer of 10% of the Fee as its commission

4.3 All Commission payments are non-refundable save as expressly provided in these Terms.

4.4 If any issues are raised by either Brand or Influencer following execution of a Service Contract (or otherwise) the parties agree to attempt to resolve any such issues amicably and in good faith. Ingolf cannot resolve any dispute on the parties’ behalf, nor act as a mediator or arbitrator, but may, in good faith (and without incurring any liability) assist the parties in sharing information or to engage in dialogue regarding the issue in question.

PART II – GENERAL

5 Our Obligations

5.1 We will permit you to access, use and interact with the Services subject to these terms and conditions.

5.2 We will:

5.2.1 exercise reasonable care in compiling the Services;

5.2.2 use reasonable efforts to make the Services available to you at all times; and

5.2.3 take the steps set out in our privacy policy to endeavour to secure any personal data and credit card information you give us.

6 Exclusions and limitations

6.1 We do not represent or warrant that access to the Services, or any part of them, will be uninterrupted, reliable or fault-free.

6.2 We do not represent or warrant to you that the Services or any of its contents will be accurate, complete or reliable.

6.3 We do not represent or warrant that:

6.3.1 any Services (whether or not provided by us) will be provided with due care and skill; or

6.3.2 any goods (whether or not provided by us) will be of merchantable quality or will be fit for any purpose (even if that purpose has been previously notified to us).

6.4 To the extent permitted by law, we exclude all liability (whether arising in contract, tort or otherwise and whether or not due to ournegligence) which we may otherwise have to you as a result of:

6.4.1 any technical, factual, textual or typographical inaccuracies, errors or omissions on or relating to the Services or any information on Ingolf;

6.4.2 the unavailability of the Services (or any part of it), goods or services;

6.4.3 any delay in providing, or failure to provide or make available, goods or services, or any negligent provision of goods or services;

6.4.4 any goods not being of merchantable quality or fit for their intended purpose; or

6.4.5 any misrepresentation on or relating to the Services, the goods or the services (other than a fraudulent misrepresentation made by us or on our behalf).

6.5 Our maximum liability to you in respect of your use of the Services or any services we provide or make available to you through or in relation to Ingolf will be the amount of any commission fees paid to US in connection with Service Contract entered into by You in the year in which the liability arose. You agree that we shall have no liability for indirect or consequential losses, loss of data, income or profits or damages for loss of or damage to property.

6.6 You agree that each of these limitations is reasonable having regard to the nature of the Services and in particular given that when you purchase/supply services through Ingolf you will enter into a separate contract with the Brand/Influencer in each case.

6.7 None of the exclusions or limitations in this clause 6shall exclude or restrict our liability for death or personal injury caused by ournegligence.

6.8 None of the above exclusions shall affect any statutory rights which are not capable of being excluded. However, in such case ourobligation, where permitted by law, will be limited to the resupply of our site, good or service to you.

6.9 Each of the above exclusions or limitations shall be construed as a separate, and severable, provision of these terms and conditions.

7 Links to other sites
Certain links, including hypertext links, in the Services will take you outside the Services. Links are provided for your convenience and inclusion of any link does not imply endorsement or approval by us of the linked site, its operator or its content. We are not responsible for the content of any website outside our site.

8 General

8.1 Variations
We reserve the right at any time without notice to revise the content of the Services (including the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our site and by continuing to use our site following any such change you will signify that you agree to be bound by the revised terms and conditions of use.

8.2 The use of your information
You agree that we may collect, store, and use information about you in accordance with our privacy policy. You acknowledge and agree to be bound by the terms of our privacy policy.

8.3 Copyright
All rights in the design, text, graphics and other material on the Services and the selection or arrangement thereof are the copyright of us or other third parties. Permission is granted to electronically copy and print in hard copy portions of the Services solely in connection with the acquisition of services through our site. Any other use of materials on the Services (including reproduction for purposes other than those noted above and alteration, modification, distribution, or republication) without our prior written permission is strictly prohibited.
You hereby grant to us a perpetual, royalty-free, irrevocable licence to copy, issue copies, communicate to the public, make publicly available and include in a cable programme service (either in whole or in part or in a modified or edited form) any material you upload or post to the Services (whether as part of your profile, to a chat room, bulletin board or otherwise). You acknowledge and agree that such material is not uploaded or posted subject to any obligation of confidence.

8.4 Trade marks
All trade marks, product names and company names or logos used on the Services are our property or that of their respective owners. No permission is given by us in respect of the use of any such trade marks, get-up, product names, company names, logos or titles and such use may constitute an infringement of the holder’s rights.

8.5 Access
We reserve the right in our sole discretion to deny users access to the Services or any part of the Services without notice and to decline to provide the Services to any user that is in breach of these terms and conditions of use.

8.6 Events beyond our control
We shall not be liable to you for any breach of these terms and conditions of use or any failure to provide or delay in providing the Services resulting from any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, fire, explosion or accident.

8.7 Applicable law and jurisdiction
These terms and conditions (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to them or their formation) shall be governed by and interpreted in accordance with Swedish law and, for these purposes, the parties irrevocably submit to the exclusive jurisdiction of the Swedish courts.

8.8 Unenforceability
The enforceability or otherwise of any provisions of these terms and conditions shall not affect the enforceability of the rest of these terms and conditions.

SERVICE CONTRACT STANDARD TERMS AND CONDITIONS

Together with the Campaign Terms the following terms and conditions represent the standard terms and conditions governing all Service Contracts. Both Influencer and Brand agree to be bound by these terms in respect of all Campaigns. Any changes to these terms must be expressly set out in the Campaign Terms. In the event of any conflict between these terms and the Campaign Terms, the Campaign Terms shall take precedence.

1. Services: Influencer agree to carry out all services, whether in respect of an Appearance, displaying Branding or carrying out Promotions (“Services”) to the best of his/her skill and ability and in line with any reasonable instructions from the Brand.

2. Image Rights: Where use of Influencer’s image rights is expressly granted in the Campaign Terms, Influencer hereby grants to Brand the right to use his/her name, fame, image and likeness for the purposes expressly set out in the Campaign Term. All uses of Influencer’s image rights are subject to prior approval, such approval not to be unreasonably withheld. No image rights are granted unless expressly stated in the Campaign Terms

3. Branding: It is Brand’s responsibility to ensure that any Branding is provided to Influencer in good time. Production and embroidery costs should be paid by Brand.

4. Recording: Influencer agrees to filming/sound recording of any Services they participate in, and all copyright in such recordings shall be owned by the Brand, and Influencer waives any moral rights to such recordings. Unless stated otherwise in the Campaign Terms, Brand’s usage of such recordings shall be limited to internal/non-commercial use.

5. Cancellation by Brand: Brand shall be entitled to cancel Services by written notice to Influencer, as follows: (i) with 30 days or more notice: no portion of the Fee payable; (ii) 29-14 days’ notice: 25% of the Fee payable; (iii) 13-7 days’ notice: 50% of the Fee payable; (iv) less than 7 days’ notice: 100% of the Fee payable. Where Brand is forced to cancel a Service due to force majeure then no portion of the Fee shall be payable.

6. Cancellation by Influencer: Influencer is not entitled to cancel Services other than for reasons of force majeure. If Influencer is required to cancel for force majeure they shall use best efforts to offer alternative dates or services to the Brand, but Brand shall have no obligation to accept such alternatives.

7. Fees: All fees payable to Influencer by Brand must be detailed in the Campaign Terms. Fees are stated inclusive of any travel costs or other expenses unless expressly stated in the Campaign Terms. Fees are stated exclusive of any VAT or other sales tax as Influencer may be required to charge by law, as shall be set out in Influencer’s invoice. Where Brand is required by law to withhold tax from any payments it shall provide Influencer with a tax certificate.

8. “Force Majeure”: shall mean any cause outside the reasonable control of a party, including, without limitation, natural disasters, severe weather conditions, war, terrorism, riot, fire, labour dispute, cancellation of any related golf tournament or other event and (in the case of Influencer only) illness, injury or family emergency,

9. Liability: To the maximum extent allowable by law, neither party shall be liable to the other for any indirect or consequential loss or damage arising out of or in connection with this Agreement. Save for liability under Clause 10, the parties’ aggregate liability to each other in connection with this Agreement whether in contract, tort (including negligence) or otherwise shall be the fee payable to the Influencer.

10. Health & Safety and Insurance: Brand is responsible for ensuring compliance with all health and safety laws and regulations in relation to any Services and for having in place appropriate insurance coverage for the Influencer’s participation. Influencer agrees to follow any reasonable instructions of the Brand as regards health and safety.

11. Indemnity: Brand agrees to indemnify Influencer from and against any and all damages, claims, suits, actions, judgements and costs and expenses whatsoever, (including reasonable legal fees) arising out of, or connected with, (i) loss of or damage to property, personal injury, or, death resulting from any activities or events conducted by Brand in connection with this Agreement; or (ii) claims that any Branding, or other Brand intellectual property or materials infringe any third party intellectual property rights or are illegal, offensive or discriminatory.

12. Assignment/Sub-Licensing: Neither party is entitled to assign or transfer any rights or obligations under this Agreement, save that, if expressly set out in the Campaign Terms, Brand shall be entitled to sub-license certain rights (e.g. in respect of image rights usage), provided that Brand shall remain liable for acts and omissions of such sub-licensee.

13. Compliance with Laws: Each party agrees to comply with all laws, rules and regulations in connection with this Agreement. Where Influencer is conducting Services for the Brand, including by way of making social media posts or other advertising, it is Brand’s responsibility to ensure that content or Services scripted/dictated by Brand comply with all laws and do not infringe third party rights. Where Influencer has discretion in how they perform any Services (including in the content of any social media posts) then they are responsible for ensuring compliance with laws and for not infringing third party rights.

14. This agreement shall not constitute a partnership, joint venture or contract of employment. Influencer shall be responsible for payment of all income taxes payable on any fees payable under this Agreement.

15. These terms and conditions, together with the Campaign Terms, constitutes the entire agreement between the parties and may not be changed or modified except by separate written agreement signed by both parties.

16. The parties agree to keep the terms of this agreement strictly confidential at all times except as required by law.

17. Prior to engaging in formal legal action, the parties agree to attempt to resolve any dispute arising hereunder amicably and in good faith.

18. This agreement shall be governed by Swedish law and the parties agree to submit to the exclusive jurisdiction of the Swedish Courts.