Terms of Service & Imprint

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Imprint

Marvin GmbH
Wichertstraße 6
10439 Berlin

Managing Directors: Max Peter Kersting <max@trustharper.com>, Wilko Kunert <wilko@trustharper.com>

Registergericht: Amtsgericht Berlin-Charlottenburg
Registernummer: HRB 187246 B
USt-IdNr.: DE312546639
Steuernummer: 29/435/30187

Harper General Terms and Conditions for ADVERTISERS

1 Definitions

In these general terms and conditions, terms in capitals shall have the meaning attributed to them below:

  • Advertiser means legal or natural person who wishes to promote goods or services on Facebook or Instagram
  • Campaign means a timely limited advertisement action by one Advertiser that is limited to specific one or more Reposts of one or more Influencers
  • Customer means legal or natural person that wishes to advertise on social media, e.g. a brand or advertisement agency
  • Influencer means a natural person who, as an Influencer, i.e. a person with a significant amount of followers, maintains one or more Influencer Channels in its own name
  • Facebook Fee means the amount Harper pays to Facebook for the Reposts of the Influencer via Facebook Marketing, net of VAT.
  • Harper means Marvin GmbH, Wichertstraße 6, 10439 Berlin
  • Influencer Channel means a Facebook page or Instagram channel/account of an Influencer
  • Order means an agreement between Harper and the Advertiser about the implementation of one Campaign
  • Post means an individual piece of media content (pictures, videos, text) an Influencer published on its Influencer Channel(s)
  • Repost means a Post copied, adjusted and placed as sponsored post on Facebook and Instagram in the name of the Influencer
  • Selected Post means a Post that an Advertiser chooses to use for Repost

Scope

1.1 Harper targets audiences by automatically reposting Posts selected by Advertisers as a Facebook or Instagram advertisement for and in the name of an Influencer they originate from.

1.2 These General Terms and Conditions apply to all current and future business relationships between Harper and its Customers.

1.3 General terms and conditions of the Customer only apply if these are expressly acknowledged by Harper in writing or text form (for example by e-mail). This reservation also applies in case Harper provides services without reservation, being aware of the General Terms and Conditions of the Customer.

2 Conclusion of the Agreement

2.1 The Customer must enter the required Campaign data in the login or onboarding area on Harper’s website (www.trustharper.com or other websites and tools that Harper directs the Customer to visit) and confirm its entries. For one Campaign, the Customer selects one or more Influencers and specifies his or her existing or future Selected Posts. Harper may then, at its sole discretion, inform the Customer it accepts the Campaign request. Only with Harper’s acceptance, a valid Order is concluded. Orders may also be concluded via email.

2.2 The Order exclusively constitutes a bilateral agreement between Harper and the Advertiser. Harper will agree on a separate bilateral agreement with the Influencer(s).

2.3 The specific Order contains the scope of services (i.e. the selected Influencers and their respective Selected Posts), the Campaign budget and, if applicable, other terms for the respective Campaign. The provisions of the order shall prevail in case the provisions of such an order deviate from these General Terms and Conditions.

3 Obligations of Harper

3.1 Reposting and Time Period of Campaign

Harper uses the Selected Posts to deliver ads in the name of the Influencer(s) into the target group of the Customer. Through the Facebook Marketing API, Harper copies the content of the Selected Post (e.g. photo and text), adds the defined Facebook/Instagram call to action with the respective link and places the content in the Influencer’s name for the agreed period of the Campaign on Facebook or until the maximum budget has been exhausted, starting from one week after the Order has been agreed upon or as specified in the Order. Harper is not obliged to place Selected Posts in a manner that can, under Facebook’s terms and conditions, (as shown under https://www.facebook.com/legal/self_service_ads_terms) not be achieved. In particular, due to Facebook’s terms and conditions, Harper cannot fully influence the size, placement and positioning of Selected Posts on a Channel.

3.2 Tracking

If the Customer’s advertisement goal, as selectable within the Facebook Marketing API, refers to an conversion event occurring outside of Facebook or Instagram (as, e.g. the advertisement optimization of sales, the display of content or the entry of email addresses on third party websites), Harper will use reasonable effort to provide the Customer with information about such conversion rates, using Facebook Pixels to track the respective events.

3.3 Budget Optimization

Harper will help optimizing the respective budget by creating ad sets, audiences and using the onboarded Influencer Channels and re-allocating budgets in real time into different ad sets based on the previously defined brand goals. The budget allocation is based on a proprietary algorithm that reallocates budget distribution to maximise the outcome for the advertiser based on the conversion of each Repost and Campaign.

4 Cooperative Acts by the Customer

4.1 The Customer shall provide Harper via Harper’s website with

  • (a) its contact details and payment details as specified on Harper’s website;
  • (b) the selected Influencer(s), their name(s), as well as their Channel’s URL(s);
  • (c) the Selected Post(s) the Customer wishes Harper to repost, embodied in a URL to each single Post;
  • (d) the maximum budget for an unlimited time or a maximum daily budget for a specified number of days;
  • (e) the desired parameters for the target audience the Customers wishes to reach as available on the Facebook Marketing API;
  • (f) the Posts or the prospective Post date if one of the Posts or more than one Post is/are not live yet;
  • (g) the Customer’s advertisement goal as selectable within the Facebook Marketing API;
  • (h) additionally, if the respective Campaign addresses users with seat outside of Germany (i. e. the Advertising Material of the Customer should be integrated into pages of Facebook which are addressed to user in another country), the country;
  • (i) additionally, in case the Customers wishes the Repost to contain a link: the URL that such link shall refer to;
  • (j) additionally, if the Customer’s advertisement goal as defined under section (f) refers to an conversion event occurring outside of Facebook or Instagram (as, e.g. the advertisement optimization of sales, the display of content or the entry of email addresses on third party websites): the Facebook Pixel with the respective event;
  • (k) additionally, if the Customers wishes to amend a Selected Post, e.g. with an additional text; the text and its position, format, size and font or a file containing the amended Selected Post;
as well as all other information, contents, documents and explanations necessary according to the Order. Unless agreed otherwise in the Order, the Customer shall provide Harper the abovementioned information in electronic form one week prior to the agreed Campaign start at the latest.

4.2 If the Customer’s Post contains links, the Customer shall be obliged to maintain the respective target URLs to which the Adverting Material is linked for the period of the Campaign (and, if applicable, required periods of subsequent deliveries or period for re-performance) and in a way that they are permanently available for these periods pursuant to state of the art technology.

4.3 If the Customer observes any disruptions in the links to the Post, it shall inform Harper accordingly without delay.

4.4 If the Customer does not or not in time comply with its obligations to cooperate, Harper shall not be responsible for any delays, poor performance or the impossibility of the performance of its Marketing Services resulting from its failure to cooperate. Harper shall be entitled to suspend performance of the applicable Marketing Services until the Customer cooperates to the extent required. Harper informs the Customer in case the Customer does not comply with its obligation to cooperate as agreed.

5 Customer’s Responsibility for Post and URLs

5.1 The Customer has the sole responsibility to ensure that each Selected Post complies with the guidelines of Facebook and Instagram applicable during the time period of a Campaign. The current guidelines are available on:

The Customer must observe the implementation of new guidelines or amendments to the mentioned guidelines at its sole responsibility.

5.2 The Customer shall verify that each Selected Post as well as the contents provided on the target URLs (hereinafter jointly “Advertising Material”) satisfies the requirements of legal provisions, including compliance with principles of morality, applicable in Germany or such other state as chosen under section 6.5.

5.3 Harper shall not be responsible for the verification of the Advertising Material’s legality and compliance with guidelines under section 6.1.

5.4 The Customer guarantees to Harper that the Advertising Material and the contractual use by Harper is not illegal or immoral, in particular

  • (a) that it is not harmful to minors, offensive, insulting, racist, glorifying violence, is a criminal offence or encourages conduct that would constitute a criminal offence;
  • (b) that it does not infringe regulations pertaining to the press or media, and
  • (c) that it does not infringe third party rights (for example trademark rights, copyrights, patent or design rights, rights in one’s own image, rights to names, title rights) or link to such contents infringing third party rights, and
  • (d) that it does not contain pornographic contents or links to such contents, and
  • (e) that it does not infringe the German Unfair Competition Act or other legal provisions applicable to the advertising of the respective event of the Customer.

5.5 In case the respective Campaign addresses users with seat outside of Germany (i. e. the Advertising Material of the Customer should be integrated into pages of Facebook which are addressed to user in another country) the Customer guarantees to Harper that its Advertising Material does not infringe applicable provisions of law of the respective other country or countries, as the case may be.

5.6 The Customer shall ensure that on the target URLS he indicated no illegal or immoral services or illegal or immoral goods are offered, effected or promoted and no such activities are encouraged or instructions for such activities are given (for example instructions for hacking soft- and hardware, illegal download offers for films, music, software, illegal gambling or betting etc.). The websites, offers and services available on these target URLS must comply with the provisions of the German Telemedia Act, in particular with the imprint obligation and the provisions of data protection.

6 Rejection of Advertising Material by Harper or Facebook or Instagram

6.1 Harper is entitled to reject Selected Posts of the Customer if they do not comply with the agreed specifications. In this case, the Customer provides new Advertising Material that complies with the specifications.

6.2 If there is reasonable suspicion that the Advertising Material provided by the Customer contains illegal or immoral content, in particular, if it infringes third party rights, Harper shall have the right, but no obligation, to reject the Advertising Material or suspend the Campaign concerned until the suspicion can be ruled out. Reasonable suspicion within this meaning exists if such a suspicion is indicated by official or judicial proceedings or by a criminal investigation or if there are indications that such proceedings are initiated. The same applies if Harper, Facebook or Instagram are requested by a third party to refrain from further placing the Advertising Material if the claim of a third party is not apparently unfounded. Harper shall inform the Customer of the rejection or blocking of the Advertising Material without delay and stating the reasons. Harper’s claims for remuneration shall remain unaffected by such a suspension or rejection.

6.3 Facebook and Instagram reserve the right to reject Posts in their sole discretion. Harper does not have an influence on such a decision. In case of a rejection of a Campaign by Facebook or Instagram, Harper shall inform the Customer without delay and shall seek to find out the reasons for the rejection. If possible, Harper shall, in cooperation with the Customer, submit a proposal to Facebook or Instagram to amend the Campaign or the Post. If the Post or Campaign is still rejected, both parties shall be entitled to withdraw from the concerned part of the Order. However, the Order shall in general remain in place as regards the remaining Campaign. Section 323 para. 5 of the German Civil Code shall remain unaffected.

7 Suspension and Cancellation of Orders

7.1 If an Order cannot be executed or only be executed in parts due to reasons not attributable to Harper, for example reasons which are attributable to third parties who are not vicarious agents of Harper (for example in case of technical problems originating from Facebook, Instagram, a network operator, or the Influencer(s)), Harper shall inform the Customer accordingly without delay. Harper shall re-perform the Order within the next possible period, unless this is unacceptable to the Customer due to its Campaign target or for other reasons. If it is not possible to re-perform the Order within one months prior to or after the agreed Campaign period (for example due to a lack of the availability of the booked content) or if a re-performance is unacceptable, the Customer may either alter the booking to other Influencers or Posts as proposed by Harper (if available) or withdraw from the order concerned with reimbursement of the remuneration already paid in connection with the order without delay. The same applies if it is unreasonable for the Customer to accept re-performance.

7.2 If it is not possible to re-perform the Order within one months prior to or after the agreed Order period, Harper may withdraw from the order and reimburse to the Customer the remuneration already paid in connection with the order without delay. In this case, further claims of the Customer only exist if Harper is responsible for the impossibility.

8 Granting of Rights

8.1 The Customer grants to Harper the non-exclusive, non-transferable and worldwide right to publish the Advertising Material within the agreed Campaign period (and periods of subsequent deliveries or periods for re-performing the Order) on Facebook and/or Instagram and make it accessible, transfer it or send it to Facebook or Instagram members by means of fixed and mobile communication networks at place and times of its choice for purposes of use simultaneously and successively – on demand or as a push – as well as to reproduce the Advertising Material for the purposes set out above. For this purpose, Harper shall be entitled to grant to Facebook sub-licenses to the rights of use granted in the required scope.

8.2 The above-mentioned granting of rights includes in particular also the right to use the Advertising Material:

  • (a) including all digital and analogue transmission and retrieval technologies, in particular by cable, radio, fixed and mobile satellite networks, terrestrial methods and microwaves of all methods;
  • (b) including the reproduction, downloading and storage on any type of receiving devices of the user (like for example personal computer, tablets, TVs, set-top boxes (hard-drive) video recorders, mobile phones and smart phones), and
  • (c) in electronic data bases of Harper and its sublicensees (i. e. the right to save the Advertising Material provided in a machine readable format and to save it electronically in the data bases where it is made accessible to the users).
The above-mentioned granting of rights in particular also refers to the existing copyrights and related rights, rights in one’s own image as well as rights of name, title, trademark and other identification rights in the Advertising Material.

8.3 Furthermore, the Customer grants to Harper a simple right, unlimited in time and territory,

  • (a) to collect, save, edit, combine with the data of other Customers and use the Campaign data of the Customer recorded and anonymized by Harper for own business purposes, in particular for the establishment of performance statistics, for analysis, control and improvements of its services, in order to avoid and for the purposes of clearing up misuse as well as for the advertisement of the services of Harper vis-à-vis third parties, and
  • (b) to integrate Post into Marketing Material of Harper (for example as screenshots in presentations, in promotion videos etc.) and to use it as part of this Marketing Material for advertising for the services of Harper.

9 Guarantees of Rights and Indemnification

9.1 The Customer guarantees Harper that he is holder of the rights granted under section 9. The Customer furthermore guarantees that the right to use is not subject to third-party-rights which would affect the execution of the agreement and that execution of these rights under the Order and these General Terms and Conditions to use does not infringe rights of third parties.

9.2 In addition, the Customer guarantees Harper that he is holder of the domain rights for the target URLs or that he is entitled to advertise the target URLs otherwise.

9.3 The Customer holds harmless Harper against all third party claims (in particular, but not limited to, Facebook and/or Instagram or the Influencer) under under civil, public and criminal law (to the extent permitted by law and possible) which such third parties may assert following a culpable breach of the Customer’s obligations pursuant to section 5 and 6 or following a breach of a guarantee by the Customer pursuant to section 6.4, 10.1 and 10.2. This indemnification claim also includes the costs for the necessary legal representation of the indemnified person against such claims, including lawyer’s fees up to the amount of the legal fees pursuant to the law on the remuneration of lawyers (Rechtsanwaltsvergütungsgesetz). Harper shall inform the Customer without delay in case such claims are asserted against him.

10 Remuneration

10.1 Unless agreed otherwise in a specific Order, Harper will charge its fees based on the fees Facebook charges for advertising (“Facebook Fee”). The Customer must, via Harper’s Website or via Email, select a budget to be spend on a Campaign. The Customer shall select either

  • a maximum budget for an unlimited amount of time (e.g. until the such budget is exhausted by the fees charged by Facebook for a Campaign) or
  • a daily budget which specifies a maximum amount of Facebook Fees that shall be spent each day of a Campaign.

10.2 Harper will charge the Customer a fee for its Services based on a percentage of the Facebook Fee (“Harper Fee”). The Harper Fee for one Order amounts to 20% of the Facebook Fee caused by that Order (10% as a service fee and 10% as optimizing fee).

10.3 Additionally, the Customer may, for selected Influencers for within a Campaign, agree to pay to Harper another 10% of fee that Facebook charged for the advertising with the selected Influencers’ Selected Posts within the Campaign (“Influencer Fee”).

10.4 The Advertiser shall pay the full amount to Harper directly, i.e. the Facebook Fee and the additional 20% Harper Fee and, as the case may be, Influencer Fees for Selected Influencer. Harper will pay out the Facebook Fee to Facebook and, if applicable, the Influencer Fee to the selected Influencer.

10.5 All prices are net prices and are payable plus VAT at the respective applicable statutory rate if VAT is applicable pursuant to the applicable regulations.

10.6 The Customer shall only be entitled to set off a payment claim of Harper or to withhold payments to Harper if its counterclaim is legally established, uncontested by Harper or accepted.

11 Payment Details, Maturity of Fees

11.1 The Customers shall pay 50% of the total fees (i.e. the Facebook Fee and the applicable Harper Fee) upfront to Harper. Unless otherwise specified in the order, the upfront payment shall be due at the latest one day before the Customer wants a Campaign to start.

11.2 Harper shall provide the Customer with an invoice without undue delay after an Order has been executed. The other 50% of the total fees are due 7 days after Harper issued an invoice to the Customer.

11.3 If the economic condition of the Customer deteriorates significantly, Harper has the right to request an upfront payment of the total amount of fees.

12 Repayment of Daily Budget

In case a daily budget can, due to a narrowly defined target audience, not be spent within the Facebook Marketing API entirely for one complete day, Harper refunds the overdue Facebook Fee to the Customer.

13 Defective Marketing Services

13.1 The Customer is obliged to examine the published Advertising Material without delay after start of the Campaign and to inform Harper of obvious defects in writing or by e-mail without delay, however, one week after start of the Campaign at the latest. In case the Customer does not inform Harper, the Marketing Services shall be deemed accepted with regard to such obvious defects in accordance with the agreement. The Customer shall inform Harper of any possible defects that are not obvious upon such an examination without delay (however, within two working days at the latest) after he became aware of such defects in writing or by e-mail. In case the Customer does not inform Harper, the marketing services shall be deemed accepted also with regard to such hidden defects in accordance with the agreement. The timely dispatch of the information shall suffice. This section 13.1 shall not apply if Harper fraudulently concealed a defect.

13.2 In case of defective Marketing Services Harper is entitled to supplementary performance by re-performing the Campaign which was affected by the defect within a reasonable period. In case Harper fails to re-perform the Order without such defects, the Customer is entitled at its choice to reduce the remuneration or to withdraw from the order in whole or in part or to terminate the order.

13.3 In case defective Marketing Services that are solely caused by or attributable to Facebook and/or Instagram, Harper shall assign its claims vis-à-vis Facebook and/or Instagram to the Customer. Only if the Customer has unsuccessfully asserted its claims against Facebook and/or Instagram until the court of last instance or failed to assert its claims against Facebook and/or Instagram due to reasons beyond the Customer’s reasonable control, the Customer may assert its claims directly against Harper pursuant to the statutory provisions taking into account these General Terms and Conditions in each case concurrently against reassignment of the claims against Facebook and/or Instagram.

13.4 Claims of the Customer due to defects, defective performance or non-performance of the Advertising Services, shall not exist, if and to the extent these defects, defective or non-performance are due to the culpable breach of the Customer’s obligations to cooperate, to explicit instructions or requests of the Customer, defective provisions by the Customer or to a use of the Marketing Services by the Customer which does not comply with the guidelines of Facebook or Instagram.

14 Liability

14.1 In the following case Harper’s liability for the defects which were foreseeable at the conclusion of the agreement and which are typical in business transactions of this nature shall be limited:

  • (a) in case of culpable breach of cardinal obligations, unless caused by gross negligence and intentional acts, and
  • (b) in case of grossly negligent breach of other duties by employees or vicarious agents of Harper who are not its legal representatives or executives.

14.2 Except in cases of intent and gross negligence by Harper, its legal representatives, executives or other vicarious agents, Harper’s liability for all damages shall furthermore be limited per damaging event to the amount of the remuneration the Customer was obliged to pay to Harper for the Campaign affected by the damage.

14.3 All above-mentioned exclusions of liability and limitations of liability shall not apply to claims under the product liability law, in case of intent, fraudulent concealment of defect and for damages arising from injury to life, body and health.

15 Termination

15.1 An ordinary termination of the Order is not possible. The right of each party to terminate the order for good reason (without notice, as the case may be) shall remain unaffected. In particular, Harper is entitled to terminate the order without notice if

  • (a) the Customer does effect due payments within two weeks after receipt of a reminder;
  • (b) if the Advertising Material the Customer provided is illegal, infringes principles of morality or third party rights and the Customer does not provide Harper without delay after the reminder with Advertising Materials which does not infringe principles of morality and which is not illegal, or

15.2 Harper shall have the right to terminate the Order without notice

  • (a) if, within two weeks of conclusion of the Order, Harper, despite reasonable efforts, does not succeed in concluding an agreement/agreements about the use of the Selected Posts with the selected Influencer(s);
  • (b) the Influencer(s) terminate their agreements with Harper or render the performance of Advertising Material by Harper impossible, in particular, but not limited to, by shutting down their Channel or providing dysfunctional login-data for their Channel.
In the case of a reason for termination under this section 15.2, Harper will inform the Customer immediately. The parties will discuss possible alterations of an Order. In particular, in case the Customer has includeddifferent Influencers in an Order, of which only one or some do not enter into an agreement with Harper or render the performance of Marketing Services impossible, the parties shall discuss whether a Campaign can be reasonably shifted to other Influencers.

If a reason for termination under this section 15.2 applies to only or a few of several Influencers selected for a Campaign, Harper may only terminate the Order with regards to such Influencer(s). The Customer may, however, terminate the complete Order if one or several Influencers are vital for the Campaign.

In case of a termination under this section 15.2, Harper will refund payments made according to section 11.1.

15.3 In case of a termination, the Customer shall only pay for such services Harper already provided upon receipt of the termination or Harper firmly booked with Facebook. The total remuneration is to be reduced pro rata accordingly.

16 Customer Reference

Harper shall be entitled to name the Customer as reference vis-à-vis third parties.

17 Written Form

Notwithstanding additional terms agreed on during the conclusion of the Order according to section 3.1, amendments and supplements to an Order that occur after its conclusion and terminations of an Order shall be made in writing in order to become effective. Also the waiver of the parties of the requirement of written form must be in writing. The parties agree that the written form requirement is complied with if the respective written and signed declarations by the parties are scanned and send as PDF by e-mail to the e-mail addresses indicated by the parties for these purposes.

18 Place of Jurisdiction

Exclusive place of jurisdiction for all disputes resulting from or in connection with this contractual relationship, also with regard to its effectiveness, termination and cancellation, shall be Berlin.

19 Applicable Law

These General Terms and Conditions as well as all agreements concluded between Harper and the Customer shall be exclusively subject to the laws of the Federal Republic of Germany. The Convention on the International Sale of Goods – CISG (UN-Kaufrecht) shall be excluded.

Harper General Terms and Conditions for INFLUENCERS

1 Definitions

In these General Terms and Conditions (the "GTC"), terms in capitals shall have the meaning attributed to them below:

  • Advertiser means legal or natural person who wishes to promote goods or services on Facebook or Instagram
  • Campaign means a timely limited advertisement action by one Advertiser that is limited to specific Reposts
  • Campaign Agreement means the agreement between Harper and the Influencer about the implementation of one specific Campaign
  • Influencer means a natural person who, as an Influencer, maintains one or more Influencer Channels in its own name
  • Facebook Fee means the amount Harper pays to Facebook for the Reposts of the Influencer via Facebook Marketing, net of VAT.
  • Harper means Marvin GmbH, Wichertstraße 6, 10439 Berlin
  • Influencer Channel means a Facebook or Instagram channel/account of an Influencer
  • Post means an individual piece of media content (e.g. pictures, videos, text) an Influencer publishes to its Channels
  • Repost means a Post copied, adjusted and placed as sponsored post on Facebook and Instagram in the name of the Influencer

2 Scope

2.1 Harper targets audiences by automatically reposting Posts selected by Advertisers as a Facebook or Instagram advertisement for and in the name of an Influencer they originate from.

2.2 These GTC shall apply to all current and future business relationships between Harper and its Influencers.

2.3 General terms and conditions of the Influencer only apply if these are expressly acknowledged by Harper in writing or text form (for example by e-mail). This reservation also applies in case Harper provides services without reservation, being aware of the General Terms and Conditions of the Influencer.

3 Conclusion of Framework Agreement

3.1 The Influencer must enter his or her contact data in the login area on Harper’s website (www.trustharper.com), confirm his or her entries and accept these GTC. Harper may then, at its sole discretion, inform the Customer it accepts the request. Only with Harper’s acceptance, a valid agreement (the "Framework Agreement") is concluded. A Framework Agreement may also be concluded via email.

4 Conclusion of Campaign Agreements with Specific Advertisers

4.1 Advertisers specify suitable Influencers and the Post(s) they wish to use for a Campaign.

4.2 For each new Advertiser interested in an Influencer, Harper approaches the Influencer, naming the Advertiser, the Post(s) chosen by it, the planned start and term of the Campaign. The Influencer may, at its sole discretion, accept such first Campaign offer for a specific Advertiser.

4.3 By accepting a first Campaign offer with a specific Advertiser, the Influencer places a continuous offer within the meaning of § 145 of the German Civil Code (BGB) to accept further orders within the meaning of section 4.2 by the same Advertiser. Such orders must contain the Advertiser’s identity, the Post(s) chosen by it, as well as the planned start and term of the Campaign. If Harper notifies the Influencer of a new order, an agreement about conducting a next Campaign is concluded. Posts contained in such future orders will be chosen by the Advertiser, who may therefore, according to and within the limits of § 317 of the German Civil Code (BGB), determine the concrete terms of the Influencer’s obligation at reasonable discretion.

4.4 The Influencer may expressly withdraw its anticipated offer under section 4.3 to a further Campaign Agreement. Such withdrawal must be communicated to Harper via email or a contact form on www.trustharper.com within 72 hours after Harper has accepted a Campaign. § 193 German Civil Code (BGB), under which the expiry of such time limit is postponed in case it ends on a Saturday, Sunday or statutory holiday, is expressly excluded.

4.5 The Customer may waive the right to expressly withdraw his or her offer under sections 4.3 and 4.4 by expressly confirming a Campaign agreement.

4.6 Sections 4.1 to 4.4 apply for each single Advertiser.

4.7 The Influencer is not entitled to any first offers or further orders under the Framework Agreement, be it from specific Advertisers or for specific Posts.

4.8 Harper and the Influencer may, for single Campaign Agreements, mutually agree on provisions that deviate from these General Terms and Conditions.

5 Privity of Agreements

The Framework Agreements and Campaign Agreements constitute bilateral agreements between Harper and the Influencer. Harper will agree on corresponding separate bilateral agreements with the Advertisers.

6 Cooperative Acts by the Influencer

6.1 Within the Framework agreement, the Influencer shall provide Harper via Harper’s website with his or her contact details and, if applicable, payout details as specified on Harper’s website.

6.2 The Influencer grants Harper the right to connect their page to Harper’s ads manager and approve it on Harper. As soon as access to the Influencer Channel is granted via Harper’s social plugin for Facebook, the Influencer must confirm towards Facebook that Harper, through its Facebook Social Plugin, may access the Facebook Ad Manager of his or her Influencer Channel. The Influencer is responsible for connecting his or her Instagram Channel to his or her Facebook Channel.

6.3 For each Campaign Agreement, the Influencer shall provide Harper with

  • (a) all information, contents, documents and explanations necessary according to the Campaign Agreement, and,
  • (b) in case a Post contained in a Campaign Agreement that the Influencer has accepted ("Selected Post") contains a video file, the file itself as downloaded from Instagram Stories or as uploaded on Facebook and/or Instagram.
Unless agreed otherwise in the Campaign Agreement as specified in section 4.8, the Influencer shall provide to Harper the abovementioned information in electronic form one week prior to the agreed Campaign start at the latest.

7 Influencer’s Responsibility for Selected Posts

7.1 The Influencer has the sole responsibility to ensure that each Selected Post complies with the guidelines of Facebook and Instagram applicable during the time period of a campaign. The current guidelines are available on:

The Influencer must observe the implementation of new guidelines or amendments to the mentioned guidelines at his or her sole responsibility.

7.2 The Influencer shall verify that each Selected Post satisfies the requirements of legal provisions, including compliance with principles of morality, applicable in Germany or such other state as chosen under section 7.5.

7.3 Harper does not conduct any content review of the Selected Posts and shall not be responsible for the verification of the Selected Posts’ legality and compliance with guidelines under section 7.1.

7.4 The Influencer guarantees to Harper that the Selected Posts and the contractual use by Harper is not illegal or immoral, in particular

  • (a) that it is not harmful to minors, offensive, insulting, racist, glorifying violence, is a criminal offence or encourages conduct that would constitute a criminal offence;
  • (b) that it does not infringe regulations pertaining to the press or media, and
  • (c) that it does not infringe third party rights (for example trademark rights, copyrights, patent or design rights, rights in one’s own image, rights to names, title rights) or link to such contents infringing third party rights, and
  • (d) that it does not contain pornographic contents or links to such contents, and
  • (e) that it does not infringe the German Unfair Competition Act or other legal provisions applicable to the advertising of the respective event of the Influencer.

7.5 In case the respective Campaign addresses users with seat outside of Germany (i. e. the Selected Posts of the Influencer should be integrated into pages of Facebook and/or Instagram which are addressed to users in another country) the Influencer guarantees to Harper that his or her Selected Post does not infringe applicable provisions of law of the respective other country or countries, as the case may be.

8 Influencer’s Responsibility for other Posts

The Influencer has the same obligations as set out under section 7 for any other Posts shown on his Influencer Channel.

9 Rejection of Selected Post by Harper or Facebook or Instagram

9.1 Harper is entitled to reject Selected Posts of the Influencer after conclusion of a Campaign Order if they do not comply with the agreed specifications. If possible, the Influencer provides comparable Selected Posts that comply with the specifications.

9.2 If there is reasonable suspicion that a Selected Post provided by the Influencer contains illegal or immoral content, in particular, if it infringes third party rights, Harper shall have the right, but no obligation, to reject the Selected Post or suspend the campaign concerned until the suspicion can be ruled out. Reasonable suspicion within this meaning exists if such a suspicion is indicated by official or judicial proceedings or by a criminal investigation or if there are indications that such proceedings are initiated. The same applies if Harper, Facebook or Instagram are requested by a third party to refrain from further placing the Selected Post if the claim of a third party is not apparently unfounded.

9.3 It is in Facebook´s and Instagram´s sole discretion to reject or delete Selected Posts. Harper has no influence on such a decision.

10 Granting of Rights

10.1 The Influencer grants to Harper the non-exclusive, non-transferable and worldwide right to deliver all Selected Posts as an advertisement within the agreed Campaign period (and therefore also in periods of subsequent deliveries or periods for re-performance) in the name of the Influencer and make it accessible, transfer it or send it to Facebook or Instagram members by means of fixed and mobile communication networks at place and times of his or her choice for purposes of use simultaneously and successively – on demand or as a push – as well as to reproduce all Selected Posts for the purposes set out above. For this purpose, Harper shall be entitled to grant to the Advertiser and Facebook and/or Instagram sub-licenses to the rights of use granted in the required scope.

10.2 The Influencer grants to Harper the right to modify Selected Posts, e.g. with an applicable metainformation (e.g. click-CTA on Instagram) as defined by the Advertiser.

10.3 The above-mentioned granting of rights includes in particular the right to use the Selected Posts:

  • (a) including all digital and analogue transmission and retrieval technologies, in particular by cable, radio, fixed and mobile satellite networks, terrestrial methods and microwaves of all methods;
  • (b) including the reproduction, downloading and storage on any type of receiving devices of the user (like for example personal computer, tablets, TVs, set-top boxes (hard-drive) video recorders, mobile phones and smart phones), and
  • (c) in electronic data bases of Harper and its sublicensees (i. e. the right to save the Selected Post provided in a machine readable format and to save it electronically in the data bases where it is made accessible to the users).
The above-mentioned granting of rights in particular also refers to the existing copyrights and related rights, rights in one’s own image as well as rights of name, title, trademark and other identification rights in the Selected Post.

10.4 Furthermore, the Influencer grants to Harper a simple right, unlimited in time and territory,

  • (a) to collect, save, edit, combine with the data of other Influencers and use the campaign data of the Influencer recorded and anonymized by Harper for own business purposes, in particular for the establishment of performance statistics, for analysis, control and improvements of its services, in order to avoid and for the purposes of clearing up misuse as well as for the advertisement of the services of Harper vis-à-vis third parties, and
  • (b) to integrate Selected Posts into Marketing Material of Harper (for example as screenshots in presentations, in promotion videos etc.) and to use it as part of this Marketing Material for advertising for the services of Harper.

11 Guarantees of Rights and Indemnification

11.1 The Influencer guarantees Harper that he is the holder of the rights granted under section 10. The Influencer furthermore guarantees that the right to use is not subject to third-party-rights which would affect the execution of the agreement and that execution of these rights under each Campaign Order and these General Terms and Conditions to use does not infringe rights of third parties.

11.2 The Influencer holds harmless Harper against all third party claims (in particular, but not limited to, Facebook and/or Instagram) under civil, public and criminal law (to the extent permitted by law and possible) which such third parties may assert following a culpable breach of the Influencer’s obligations pursuant to section 6, 7 and 8 or following a breach of a guarantee by the Influencer pursuant to section 7.4, section 8 in conjunction with section 7.4, and section 11.1. This indemnification claim also includes the costs for the necessary legal representation of the indemnified person against such claims, including lawyer’s fees up to the amount of the legal fees pursuant to the law on the remuneration of lawyers (Rechtsanwaltsvergütungsgesetz). Harper shall inform the Influencer without delay in case such claims are asserted against him.

12 Remuneration

12.1 Advertisers may choose to pay to Harper an “Influencer Fee”, which consists of 10% of the fee that Facebook charged for the advertising with the respective Influencer’s Selected Posts within a Campaign Agreement ("Influencer Fee").

12.2 Only if an Advertiser selected the payment method according to section 12.1, Harper is obliged to remunerate the Influencer.

13 Payment Details, Maturity of Fees

13.1 Influencer Fees constitute net prices and are payable plus VAT at the respective applicable statutory rate if applicable.

13.2 Payment of Influencer Fee is subject to the condition precedent that Harper receives the corresponding payment from Advertiser.

13.3 If Harper performs a Campaign Order within less than 30 (thirty) days, Harper will issue an invoice after the performance of a Campaign Order without undue delay and pay the Influencer within 14 (fourteen) days after issuance.

13.4 Otherwise, Harper will issue invoices within 14 days after the last day of each month during which a Campaign Order was performed. Such invoice will entail a detailed calculation of the Influencer Fee payable, based on the Facebook Fees spent on an Influencer’s Channel(s) for each day. Harper will pay the Influencer within 14 (fourteen) days after issuance.

14 Liability

14.1 In the following case Harper’s liability for the defects which were foreseeable at the conclusion of the agreement and which are typical in business transactions of this nature shall be limited:

  • (a) in case of culpable breach of cardinal obligations, unless caused by gross negligence and intentional acts, and
  • (b) in case of grossly negligent breach of other duties by employees or vicarious agents of Harper who are not its legal representatives or executives.

14.2 Except in cases of intent and gross negligence by Harper, its legal representatives, executives or other vicarious agents, Harper’s liability for all damages shall furthermore be limited per damaging event to the amount of the remuneration the Influencer was obliged to pay to Harper for the campaign affected by the damage.

14.3 All above-mentioned exclusions of liability and limitations of liability shall not apply to claims under the product liability law, in case of intent, fraudulent concealment of defect and for damages arising from injury to life, body and health.

15 Termination of Framework Agreement and Campaign Agreements

15.1 The Framework Agreement is concluded for an unlimited term. It may be terminated by either parties with one month’s notice to the end of each month.

15.2 After termination of the Framework Agreement, the Influencer is not obliged to accept further Campaigns order for by any Advertisers, including Advertisers whose first offers it has accepted according to section 4.2. However, Campaign Agreements already entered into under section 4 must be carried out, even after the term of the Framework Agreement expires due to a termination.

15.3 The right of each party to terminate the Framework Agreement and/or single Campaign Agreements for good reason (without notice, as the case may be) shall remain unaffected. In particular, Harper is entitled to terminate the order without notice if

  • (a) one or more of the Selected Posts the Influencer provided are illegal, infringe principles of morality or third party rights and the Influencer does not provide Harper without delay after a reminder with Selected Posts which does not infringe principles of morality and which is not illegal, or
  • (b) one or more of other Posts on the Influencer’s Influencer Channel are illegal, infringe principles of morality or third party rights and therefore render an advertisement in the name of the Influencer unacceptable to Advertisers contracting with Harper; and the Influencer does not delete or modify such Posts without delay after a reminder;
  • (c) the Influencers renders the reposting of Selected Post by Harper to impossible, in particular, but not limited to, by shutting down their Channel or repeatedly providing dysfunctional login-data for their Channel;
  • (d) in case a Campaign Agreement also entails Reposts on the Influencer’s Instagram Channel, the Influencer, after a reminder, does not without delay connect his or her Instagram Channel to his or her Facebook Channel.

15.4 In case of a termination, Harper shall only pay the remuneration based on the Facebook Fees spent so far during a Campaign Agreement.

16 Influencer Reference

Harper shall be entitled to name the Influencer as reference vis-à-vis third parties.

17 Written Form

Amendments and supplements to the Framework Agreement or a Campaign Agreement that occur after its conclusion, as well as terminations, shall be made in writing in order to become effective. Also the waiver of the parties of the requirement of written form must be in writing. The parties agree that the written form requirement is complied with if the respective written and signed declarations by the parties are scanned and send as PDF by e-mail to the e-mail addresses indicated by the parties for these purposes.

18 Place of Jurisdiction

Exclusive place of jurisdiction for all disputes resulting from or in connection with this contractual relationship, also with regard to its effectiveness, termination and cancellation, shall be Berlin.

19 Applicable Law

These General Terms and Conditions as well as all agreements concluded between Harper and the Influencer shall be exclusively subject to the laws of the Federal Republic of Germany. The Convention on the International Sale of Goods – CISG (UN-Kaufrecht) shall be excluded.