Terms and Conditions of Use of Ganax for Brands (the “Terms” or “Agreement”)

These Terms govern your access to and use of the Ganax platform and any associated web app (the “Platform”) provided by Iniciativas de Éxito, S.A. de C.V. with a registered office at Antonio Dovali Jaime Numero 70, Torre A, Piso 2, Colonia Santa Fe, C.P. 01210. Delegación Álvaro Obregón, Ciudad de México, México, doing business as Ganax® (“Ganax”), and all related products or services provided by Ganax in connection with the Platform. This constitutes a legally binding and enforceable Agreement between Ganax and the entity or natural person using the Ganax Platform as a Brand.

Capitalized terms have the meaning given in these Terms or in the any other terms, policies and guidelines that you have agreed to adhere to while using the Platform, including, without limitation, the Influencer Terms, our General Terms of Service and Privacy Policy (collectively, the “Supplemental Terms”). Your use of the Platform is also subject to our General Terms of Service, which is incorporated into this Agreement by reference.

User Definition

“Brand” or “You” refers to the user (i.e., an entity or a natural person) visiting or using the Ganax Platform or browsing the Platform for use of the Services.
If you are using the Platform on behalf of an entity, then:
(a) "you" and "your" include both you and the entity,
(b) you represent that you have the authority to bind the entity to these Terms, and
(c) your entity is legally and financially responsible for your use of the Platform.

Account Creation and Security

To access or use certain features of the Ganax Platform, you must create an account with accurate and current information. You are responsible for ensuring that all information you provide during registration is complete and up-to-date. Any changes to your information must be promptly updated to ensure its accuracy and completeness.

You must keep your account credentials, including your password, confidential and not disclose them to any third party. If you suspect or are aware of any unauthorized access to your account or know that your password has been compromised, you must notify us immediately at admin@ganax.com. Ganax will not be liable for any loss or damage arising from unauthorized access to your account due to your failure to maintain the confidentiality of your credentials.

You are solely responsible for all activities that occur under your account. If we believe your account is being used in violation of these Terms, in a manner that could harm the Platform or infringe upon the rights of third parties, we reserve the right to disable your account without prior notice.

Should you decide to terminate your use of the Platform and delete your account, please contact us at admin@ganax.com. We will assist you through the process. Please note that once your account is deleted, it cannot be reactivated, and all content or information associated with the account will be permanently lost.

Platform Overview

Ganax, through the Platform, provides intermediary and administrative services that allow Brands to structure a Campaign using content created by Influencers to promote and advertise the Brand’s products or services (the “Campaign”). The individuals who create and post content for the Campaign are referred to as "Influencers."

Promotional content created by Influencers is referred to as "Campaign Content."

Acceptance of Terms

By clicking "Accept," creating an account, or using the Platform, you acknowledge having read, understood, and agreed to these Terms as of the date of acceptance or first use of the Platform (the "Effective Date").

Each party (Ganax and you) is referred to as a "Party" and collectively as the "Parties."

Use of the Platform and related Services

The Platform is provided for your use solely to:

(a) as a source of, and to access, Influencers that may potentially participate in a Campaign for your benefit;
(b) organize and fund a Campaign including any costs associated thereto, as further provided in Sections 6 and 7 below; and
(c) receive information related to such Campaign (collectively, the “Services”).

Any other use is prohibited and may result in termination of access. These Services are further described below.

Notwithstanding the foregoing, or anything herein to the contrary, you acknowledge and agree that the Platform and/or the Services are not designed, nor should they be used or relied upon, by the you to evaluate compliance of any Campaign Content with these Terms and/or applicable law.

Structuring of a Campaign

Brands may use the Platform to structure, budget, and outline the dos and don'ts of their advertising Campaigns and related Campaign Content, including any restrictions or specific guidelines, such as duration, and to determine the profile of the Influencers that the Brands prefer to participate in any such Campaign (“Brand Brief”). Through the Platform, Brands can define Campaign objectives and key success metrics (“Campaign Metrics”).

Ganax reserves the right to review and approve Campaign details and Brand Brief.

Campaign Administration and Information/Data Deliverables

Ganax will monitor the Campaign in accordance with these Terms. Additionally, in relation to such monitoring Services, Ganax will perform provide information related to the Campaign through dashboards and analytic panels embedded in the Platform.

Brands must provide clear and detailed instructions to facilitate the effective administration of their Campaigns.

Funding of a Campaign

Any Campaign costs or expenses, including fees payable to Influencers (the “Influencer Payable Fees”), which are subject to the achievement of the applicable Campaign Metrics, budget requirements, and Fees for Services provided by Ganax (collectively, the “Campaign Costs”), will be fully funded by the Brands. You are required to fully fund and pay any Campaign Costs on an upfront basis. No Campaign will be structured, initiated, or executed without the receipt of full payment of Campaign Costs in advance.

Brands must ensure that sufficient funds are available in their Brand Processing Account to cover the totality of the Campaign Cost before any Services are rendered or any Campaign is commenced.

Campaign Costs will be calculated automatically by our Platform based on (a) the Campaign budget determined by the Brand and (b) the Brand Brief, both using the information provided by the Brands through the Platform. 

No Campaign Costs are refundable.

A Campaign may be suspended at the request of the Brand. Following such suspension, Campaign Costs and funds may be reallocated to other Campaign activities or periods as needed, provided that such reallocations remain within the limits of the approved budget. Any adjustments to Campaign Costs or reallocation of funds will be subject to review and approval by Ganax in line with the existing budget and financial terms previously established by the Brand for the Campaign.

Fees for Services

Fees payable to Ganax for the Services will be determined by Ganax based on the Campaign budget determined by the Brand and in accordance to the Brand Brief (the “Fees”), both using the information provided by the Brands through the Platform. All Fees are payable to Ganax prior to and as a condition for the commencement of any Services.

Upon receipt of payment for applicable Fees, Ganax will provide the Brand with an itemized invoice detailing the total Campaign Costs for the specific Campaign.

Without limiting any of the foregoing, you agree and acknowledge that any Campaign Costs and/or Fees will be exclusive of any taxes that Ganax may be required to charge or withhold, for any such Campaign Costs or Fees. In the event that any taxes (including but not limited to value-added tax, sales tax, withholding tax, or any other applicable taxes) are required to be withheld or deducted from any payment by you to Ganax, you shall increase (gross up) the amount payment so that, after deduction or withholding of such taxes, the net amount received by Ganax is equal to the full amount of the Campaign Costs and/or Fees due and payable under these Terms.

Additionally, you agree and acknowledge that any obligation to pay such taxes, whether directly or through a gross-up payment, is your sole responsibility. Ganax and shall have no liability or obligation to you or any third party in relation to the payment of such taxes beyond what is required by law.

For the avoidance of doubt, you agree that all payments made under these Influencer Terms or any relevant Campaign shall be exclusive of any applicable tax.

Payment Methods

You may use a standard bank account and wire transfers to pay any Fees and/or fund any Campaign Costs. No agreement under these Terms shall be deemed to exist until you have accepted the terms of service of the payment method (either a bank, wire transfer institution and have set up a fully operational and valid account with such provider. All payments of Fees to Ganax and funding of Campaign Costs (including payment of Influencer Payable Fees, if any) will be settled through wire transfers and any such payments will be made to the Ganax bank account that Ganax identifies to you for such purposes (the “Ganax Payments Account”).

Without limiting the generality of the foregoing:

(a) Brands must transfer the applicable funds to the Ganax Payment Account cover the totality of applicable Fees and Campaign Costs before any Services are rendered or any Campaign is commenced.

(b) Ganax may provide account information received for payment purposes to other entities (if any) solely for payment processing, including bank or wire transfer details when relevant.

(c) Subject to applicable laws, any fees or funds payed to Ganax are non-refundable, although we may issue a refund in certain circumstances at our sole discretion.

Ganax as an Intermediary Between Brands and Influencers

You agree and acknowledge that Influencers are independent contractors and not employees or agents of Ganax. Influencers participate in Campaigns and create Campaign Content at their own risk and for your benefit.

Ganax is not liable for any actions, omissions, representations, or any Campaign Content created by Influencers. Additionally, Ganax takes no responsibility for the performance of any Campaign structured and launched through the Platform.

Accordingly, you agree and acknowledge that Influencers are solely responsible for ensuring that the Campaign Content complies with the Brand Brief, applicable law, and all other relevant policies or guidelines, and that the Influencer shall be solely liable for any failure to do so.

License Grants

(a) To Ganax: You grant Ganax a worldwide, non-exclusive, revocable, fully paid, and royalty-free license to copy, create adaptations of, distribute, publicly perform, publicly display, create, use, transfer, and exercise all rights to any content or information submitted by you for internal analytics, reporting, and external marketing purposes.

(b) From Ganax: Ganax grants you a non-exclusive, revocable, limited license to use the Platform and its components ("Materials") solely for accessing and using the Platform as per these Terms. This limited license excludes Ganax's trademarks and intellectual property, which cannot be used without prior written consent.

(c) From you to the Influencer: From you to the Influencer: You grant the Influencers a worldwide, non-exclusive, revocable, fully paid, royalty-free license to copy, create adaptations, distribute, publicly perform, publicly display, create, use, transfer, and exercise all rights over any trademark or marks related to the goods and services you wish to promote through a Campaign.

Ownership and Confidentiality

All intellectual property rights, including trademarks and copyrights related to the Platform and its components, are owned by Ganax. 

In connection with your participation use of the Services and the Platform, you may receive, have access to, or otherwise become aware of confidential and proprietary information of Ganax or any related third parties (“Confidential Information”). Confidential Information includes, but is not limited to business strategies, marketing plans, financial information, technical data, product details, unpublished content or campaigns, customer or supplier lists, and any other information marked as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of its disclosure.

You agree that you shall not, without the prior written consent of Ganax, disclose, use, copy, or transmit any Confidential Information for any purpose other than as necessary to fulfill your obligations under these Influencer Terms and any relevant Campaign. You further agree to take all reasonable steps to protect and preserve the confidentiality of such Confidential Information.

Your confidentiality obligations shall not apply to information that:

• Is or becomes publicly available without breach of these Terms by you;

• Was lawfully in your possession prior to receiving it from Ganax;

• Is independently developed by you without use of or reference to the Confidential Information; or

• Is required to be disclosed by law or a governmental authority, provided that you promptly notify Ganax and cooperate with Ganax to limit the scope of such disclosure if legally permissible.

These confidentiality obligations will survive the termination or expiration of these Influencer Terms and any relevant Campaign for a period of two (2) years, or for as long as the Confidential Information remains confidential, whichever is longer.

In the event of any unauthorized disclosure or use of Confidential Information, Ganax shall have the right to seek any and all remedies available under applicable law, including but not limited to injunctive relief or monetary damages.

Representations and Warranties

Each Party represents and warrants that:

(a) It has the authority to enter into this Agreement and comply with applicable laws; and

(b) These Terms constitute a legal and valid obligation binding upon the Party and enforceable in accordance with its terms.

Additionally, you represent and warrant that your business complies with all applicable laws.

Warranty Disclaimer

THE SERVICES AND USE OF THE PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GANAX EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTIBILTY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

THE PLATFORM IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, GANAX EXCLUDES ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR APARTICULAR PURPOSE OR NON-INFRINGEMENT.

IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

YOUR USE OF THE PLATFORM OR RELATED SERVICES WILL MEET YOUR REQUIREMENTS;

YOUR USE OF THE OF THE PLATFORM OR RELATED SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; 

ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE PLATIFORM OR RELATED SERVICES WILL BE ACCURATE OR RELIABLE; AND

DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE PLATFORM WILL BE CORRECTED.

WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

Indemnification and Limitation of Liability

(a) Indemnification: You agree to defend, indemnify, and hold Ganax harmless, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, consultants, contractors, agents and advisors from any and all claims, liabilities, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, from any claims arising from your use of the Platform, violation of these Terms, applicable law or payment of Influencer Payable Fees.

(b) Limitation of Liability: You expressly understand and agree that, to the maximum extent permitted by applicable laws, Ganax shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses. Our total liability shall not exceed the average monthly amount of Fees paid to Ganax under these Terms in the six (6) months preceding the most recent claim.

Miscellaneous

(a) No Agency: You expressly acknowledge and agree that you, as a Brand, are not Ganax’s agent or employee. No agency, partnership, joint venture, employee-employer, agent, or franchiser-franchisee relationship between you and Ganax is intended or created by this Agreement.

(b) Modification: We reserve the right to modify these Terms, with reasonable notice of material changes.

(c) Term and Termination:

i. Term: The term of these Terms shall begin on the Effective Date and continue for as long as you use the Platform, or until we inform you that your account has been terminated.

ii. Termination: 

1. Termination by Ganax:

Ganax may terminate or suspend your access to the Platform, your account, or any active Campaign immediately, with or without cause, at its sole discretion, in the following cases:

1.1. If you breach any of these Terms of any other Supplemental Terms, including failure to comply with any payment obligations.

1.2. If you violate any applicable law or regulation related to your use of the Platform or your Campaign.

1.3. If Ganax determines, in its sole discretion, that your actions or content associated with the Campaign harm or may potentially harm the Platform’s integrity, other users (including Influencers), or the overall community.

1.4. If your Campaign does not meet the requirements outlined in the Brand Brief or if there are changes to circumstances beyond Ganax’s control that prevent the continuation of the Campaign.

1.5. If Ganax determines that your continued use of the Platform exposes Ganax or its partners to legal liability or negative publicity.

1.6. For any other reason or for convenience, with thirty (30) calendar days prior notice.

2. Termination by You:

You may terminate your account or participation in any Campaign by providing written notice to Ganax at least sixty (60) calendar days before the intended termination date. You remain responsible for all Campaign Costs, Fees, or other amounts incurred up to and including the termination date.

Termination by you will be effective only once Ganax has confirmed receipt of your notice and all outstanding amounts have been settled.

iii. Effect of Termination:

1. Upon termination, whether by you or Ganax, all licenses granted to you for use of the Platform will immediately cease. You will lose access to any active Campaigns and associated data on the Platform.

2. Ganax will not be responsible for storing, archiving, or retrieving any Campaign data, unless required to do so by law.

3. Termination does not relieve you of any obligations to pay any outstanding Campaign Costs or Fees owed to Ganax or any third-party service providers, including Influencer Payable Fees, if applicable.

4. If Ganax terminates your account due to a breach of these Terms or applicable law, you forfeit any refunds or claims for reimbursement for unused services or remaining Campaign budgets.

(d) Survival: Provisions of these Terms which are intended to survive termination (including Sections 4, 9, 10, 11, 13, 15, 16 and 17) will remain in effect after termination or expiration.

(e) Governing Law and Jurisdiction: Disputes arising out of these Terms will be resolved pursuant to Section 8 of our General Terms of Service.

(f) Waiver: Failure by Ganax to enforce any rights under these Terms does not constitute a waiver of those rights.

(g) Assignment: You may not assign any rights or obligations under these Terms. Ganax may assign these Terms without prior notice.

(i) Language: These Terms have been prepared in the Spanish language and the English language. In the event of any inconsistency or different interpretation between the Spanish text and the text in English, the Spanish text shall prevail and the relevant text in English shall be deemed to be automatically amended to conform, and to make the relevant text in the English to be consistent, with the relevant Spanish text.

Contact

If you have any questions or issues regarding your participation in a Campaign or these Terms, please contact us at admin@ganax.com