Terms & Conditions

Terms and Conditions of GIFTD GmbH

Version: September, 24th 2026

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General Provisions
1. Scope
  1. These General Terms and Conditions (“GTC”) apply to the legal relationships between GIFTD GmbH, Muskauer Straße 11 a, 10997 Berlin (“GIFTD”), and its users in connection with the use of the community platform operated by GIFTD, as well as the collaborations between advertising companies and influencers facilitated within this framework. “Users” as defined in these T&C (hereinafter referred to individually as a “User”) are (1) advertising companies (hereinafter “Brands”) and (2) individuals who act as advertising channels on social media platforms (hereinafter “Influencers”).
  2. These Terms and Conditions are divided into a General Section (Section I), Special Terms for Brands (Section II), and Special Terms for Influencers (Section III). Together with the respective individual contracts and agreements, these Terms and Conditions constitute the entire agreement between the respective User and GIFTD (hereinafter the “Agreement”).
  3. Use of the GIFTD platform and services is reserved exclusively for business entities as defined in § 14 of the German Civil Code (BGB). By agreeing to these Terms and Conditions, the user confirms that he or she is acting exclusively in the course of his or her commercial or self-employed professional activity. Consumers as defined in § 13 of the German Civil Code (BGB) are excluded from use. Should it subsequently become apparent that a user is acting as a consumer contrary to their statements, GIFTD is specifically entitled to terminate the contractual relationship with immediate effect and to block access to the platform.
2. Description of Services
  1. GIFTD operates a community platform (hereinafter the “Platform”) through which brands can publish collaboration opportunities in the form of exclusive influencer collaboration programs for their products and services (hereinafter each a “Drop”). Influencers can apply to brands via the Platform as influencers and, upon successful application, are given the opportunity to participate in Drops.
  2. The brand creates the Drops via the Platform and invites influencers who have successfully applied to participate in the brand’s respective Drop.

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GIFTD does not guarantee the occurrence of specific economic results or other successes in connection with the execution of Drops. In particular, GIFTD makes no representations, forecasts, or recommendations regarding reach, engagement, or other metrics that could be construed as a guarantee that such circumstances will occur.

Process on the Platform
1. Access to GIFTD’s matching service is available exclusively to approved brands and influencers.
2. An invitation to a drop issued by the brand on the platform (hereinafter “drop announcement”) does not constitute a binding contractual offer, but rather an invitation to influencers to participate.
3. An influencer’s registration to participate in a drop is considered a binding offer by the influencer to enter into a collaboration under the terms and conditions set forth in the Terms of Collaboration.
4. A contract between the brand and the influencer is formed when the products offered are visibly reserved for the influencer in the respective drop (hereinafter “allotment”).
5. GIFTD is entitled to review any drop announcement prior to its publication, as well as prior to the publication of any changes, and to reject the publication or change at its sole discretion; the brand has no right to demand publication. To protect influencers and maintain the integrity of the platform, GIFTD is entitled to pause or cancel drops at any time. The brand will be notified of such a measure immediately.
6. The Brand is obligated to provide the Influencer in advance with all information necessary for carrying out the drop, including any guidelines, brand positioning, and other requirements, and to describe these as precisely as possible (hereinafter “Terms of Cooperation”). As part of setting up the drop, the Brand shall specify the following in particular:
  1. The nature and specific duration of the drop, including the type of content to be created (e.g., images and/or videos, including accompanying text);
  2. Information about the Brand;
  3. The content of the collaboration and expectations of the influencer;
  4. The nature and scope of compensation;
  5. Rules for the collaboration and guidelines for implementation;
  6. Required tags and links;
  7. Hashtags to be used; and
  8. other terms of the collaboration at the brand’s discretion.
7. Modification and Termination of Drops
  1. Upon awarding the contract in accordance with Section3.4 , a binding contract is formed between the Brand and the Influencer. Subject to the provisions in Section12.2 , this contract may generally not be unilaterally terminated or amended by either the Influencer or the Brand.
  2. The Brand is entitled to modify the drop announcement and the terms of cooperation contained therein via the platform at any time, or to terminate the drop announcement entirely. In the event that a drop announcement is terminated before a contract is awarded, the influencer has no claim to liquidated damages or any other compensation. Changes to or termination of the drop announcement do not affect the validity or content of contracts between the brand and the influencer that have already been established by the award of the contract.
  3. Once the contract has been awarded, substantive or legal changes to the terms of cooperation with respect to the influencer in question are prohibited; only minor editorial corrections that do not materially alter the content of the terms of cooperation are permitted.
Mutual Performance Obligations Between the Brand and the Influencer
1. The mutual performance obligations between the brand and the influencer, which arise upon the contract taking effect through the award of the contract, are governed exclusively by the following provisions of this Section 4, as well as the Special Terms and Conditions for Brands (Section II) and the Special Terms and Conditions for Influencers (Section III). The respective terms of cooperation shall apply only to the extent that the aforementioned provisions expressly refer to them.
2. Obligations of the Influencer. The Influencer’s obligation consists of publishing one or more posts on their social media channels (hereinafter “Social Media Post”) in compliance with these General Terms and Conditions and the respective Terms of Cooperation. The publication must take place within the timeframe specified in the Terms of Cooperation. The social media post must remain publicly accessible for the period and/or for the duration specified in the terms of cooperation. In addition, the Special Terms for Influencers set forth in Section III of these Terms and Conditions apply.
3. Consideration Provided by the Brand
  1. The Brand is obligated to provide the Influencer with the consideration specified in the terms of cooperation in accordance with the provisions of this Section 4.
  2. Types of Consideration

The type of consideration the Influencer receives from the Brand in exchange for fulfilling the required performance as part of a “drop” is specified in the respective terms of cooperation at . The following may be provided as consideration, either individually or cumulatively:

Products: The influencer receives the products specified in the terms of cooperation and is entitled to keep them after the drop is completed. If the brand handles shipping, the influencer must provide the brand with the shipping addresses of the participating influencers. The brand bears the shipping costs; GIFTD is not responsible for shipping or any associated costs. The influencer receives a tracking number from GIFTD, provided the brand makes one available after shipment.
Services: If the consideration consists of a service, the influencer is entitled to utilize the services specified in the terms of cooperation to the extent described therein.
Promo Code: If the consideration consists of a promo code, the influencer must redeem it within seven (7) days of receipt, as redemption may be a prerequisite for the start of the drop. If the promo code is not redeemed by the deadline, GIFTD reserves the right to exclude the influencer from the respective drop.
Financial Compensation: If financial compensation is provided for in the Terms of Cooperation, the influencer shall receive the amount specified therein after full performance of the services owed and approval of the social media post by the brand, to the extent such approval is required. Payment shall be made by the brand.

The brand is obligated to provide the consideration owed within the timeframe specified in the terms of cooperation. Unless the terms of cooperation provide for a different timeframe, the timeframe is seven (7) days from the date of award.
The consideration specified in the terms of cooperation fully settles all claims of the influencer arising from the respective cooperation. This includes, in particular and to the extent permitted by law, any claims arising from the granting, transfer, or other exploitation of copyrights, rights of use, and other intellectual property rights. This does not affect any statutory claims of the influencer for poor performance or for damages. Beyond the consideration specified in the Terms of Cooperation, the Influencer has no claim to further compensation or other benefits from either GIFTD or the Brand.

GIFTD’s services are limited exclusively to acting as an intermediary between the Brand and the Influencer via the platform. GIFTD does not become a party to the collaboration agreements established between the Brand and the Influencer and is not, , liable for the collaboration content or the consideration promised in the terms of collaboration. The legal relationship arising within the framework of a collaboration between the Brand and the Influencer exists exclusively between these two parties.

Rights of the Brand vis-à-vis the Influencer
1. The Brand is entitled, in justified cases, to demand the removal or modification of a social media post published by the Influencer. A justified case exists, in particular, if the social media post violates the terms of the collaboration, these Terms and Conditions, or applicable law, or is likely to damage the brand’s reputation or trademark. In such cases, the influencer must comply with the request for removal or modification immediately, no later than twenty-four (24) hours after receiving the request.
2. If the Terms of Cooperation require pre-publication approval, the influencer is obligated to submit the social media post to the Brand for approval prior to publication. The Brand must approve or reject the post within the timeframe specified in the terms of cooperation. If the terms of cooperation do not specify a timeframe, the approval period is seven (7) days from the submission of the social media post. If no response is received within the applicable timeframe, approval is deemed to have been granted.
3. If the published social media post deviates from the terms of cooperation, the Brand is entitled to require the Influencer to correct, revise, or republish the social media post. The Influencer must comply with this request immediately, but no later than within a reasonable timeframe set by the Brand.
4. The Brand is entitled to exclude an influencer from a campaign at any time, particularly if the influencer violates the terms of cooperation or these General Terms and Conditions, or fails to perform the services owed or fails to do so in a timely manner. In the event of such exclusion, the influencer’s claim to the consideration provided for in the terms of cooperation shall lapse to the extent that the service owed has not yet been fully performed.
5. The Brand is entitled to require the Influencer to provide information regarding the performance of the published social media post, in particular details regarding reach, impressions, engagement, and other relevant metrics. The Influencer must make the requested information available via the platform within seven (7) days of the request, in the format specified by the Brand or GIFTD.
Registration, User Account, and Login Credentials
1. Use of the platform requires prior approval of the user by GIFTD. Access to the platform is granted either (i) through the user’s application via the platform or the app provided by GIFTD, in which case GIFTD decides on approval at its sole discretion, or (ii) by invitation from GIFTD via a personalized access link. There is no entitlement to approval. GIFTD is entitled to reject applications at its sole discretion and without providing reasons. In both cases, the user is obligated to expressly agree to the Terms and Conditions before accessing the platform for the first time and to provide the information requested by GIFTD truthfully and completely. Any admission does not constitute a guarantee by GIFTD regarding the accuracy, completeness, or timeliness of the information provided by the user.
2. Each user account (hereinafter “Account”) is strictly personal and may not be transferred to third parties; this applies in particular to employees, agencies, or other agents.
3. The user is solely responsible for the security and confidentiality of their password. If a third party gains knowledge of the password, the user is obligated to change it immediately. The user is liable to GIFTD for all actions taken by their employees and other third parties authorized by them that are carried out using the Account.
4. When using the platform, users are specifically prohibited from the following:
  1. transmitting content that contains viruses, Trojan horses, or other malicious software capable of compromising GIFTD’s systems, as well as distributing invitations to participate in sweepstakes, pyramid schemes, chain letters, or similar promotions via the platform;
  2. establishing or maintaining cooperative relationships outside the platform that correspond to the cooperative relationships facilitated on the platform, provided that contact between the participating users was established via the platform and an award was granted in accordance with Section 3.4; this prohibition applies both during the term of the agreement and for a period of six (6) months following its termination;
  3. the complete or partial extraction, copying, storage, reuse, or making available of Platform content, in particular data from GIFTD’s influencer database or other Platform data, regardless of whether this is done manually or using automated methods (this does not affect GIFTD’s right to provide this data at the request of users in accordance with Section9.7 );
  4. the manipulation, falsification, or other inaccurate representation of data on the platform, in particular information regarding reach, engagement, follower counts, or other performance metrics;
  5. the use of automated systems, in particular bots, crawlers, scraping tools, or comparable technical aids, to collect, analyze, or process content on the platform, unless GIFTD has expressly consented to this in writing;
  6. the creation or operation of multiple accounts by the same user; GIFTD is entitled to suspend or delete all affected accounts with immediate effect upon discovery of multiple registrations; and
  7. the use of the platform in violation of applicable legal provisions, in particular the provisions of competition law, copyright law, data protection law, and media and telemedia law.
5. In the event of violations of the above obligations or of the duties set forth in the Special Terms and Conditions for Brands (Section II) and the Special Terms and Conditions for Influencers (Section III), GIFTD is entitled, at its sole discretion and taking into account the severity of the violation as well as the user’s legitimate interests, to take appropriate measures. Such measures may include, in particular: (i) issuing a warning to the user requesting that they cease and desist from the violation and/or remedy it; (ii) temporarily restricting individual functions or services of the platform; (iii) temporarily suspending the account; and (iv) as a last resort, permanently suspending the account and revoking all access to the platform with immediate effect. If the user is an influencer, GIFTD is also entitled to exclude the influencer from the relevant drops with immediate effect. In the event of a violation, the offending user’s entitlement to the service or consideration provided for in the Terms of Cooperation may be forfeited in whole or in part, to the extent that the service owed has not yet been fully rendered. The selection of the measure shall be made taking into account the nature, severity, and frequency of the violation. GIFTD is not obligated to follow the order set forth above if the severity of the violation justifies an immediate, more far-reaching measure. The user is obligated to compensate GIFTD for any damages incurred by GIFTD as a result of a culpable breach of the above obligations.
6. Users are obligated to comply with the rules set forth in these Terms and Conditions as well as in the respective Drops when using the platform. In the event of violations of these rules, GIFTD is entitled to exclude the user in question from using the platform with immediate effect. GIFTD’s right to assert additional claims for damages remains unaffected.
7. The user may request the deletion of their account at any time. The deletion may be initiated by the influencer directly within the app or by any user via email to GIFTD. GIFTD will carry out the deletion within the timeframes prescribed by law, but no later than fourteen (14) days after receipt of the deletion request.
Warranty by GIFTD
1. Platform Availability. GIFTD strives to provide the platform with the highest possible availability within the limits of what is technically and economically reasonable. The user has no right to a specific level of availability or to uninterrupted, error-free use of the platform. Temporary restrictions or interruptions in availability may occur, in particular, due to (i) scheduled maintenance, bug fixes, or updates; (ii) technical malfunctions of the platform or the underlying infrastructure; (iii) outages or limitations of telecommunications networks, Internet connections, or other third-party services, or (iv) force majeure or other circumstances beyond GIFTD’s control. GIFTD will, to the extent possible and reasonable, announce scheduled maintenance in advance and, where possible, schedule it during periods of low usage.
2. GIFTD makes no warranty as to the accuracy, completeness, or timeliness of the information and content posted by users on the platform or transmitted via the platform, in particular drop descriptions, terms of cooperation, profile information, and other user-generated content. Users are solely responsible for their own content. GIFTD is not obligated to verify the accuracy, completeness, legality, or timeliness of the information and content provided by users. Furthermore, GIFTD makes no warranty regarding the suitability, reliability, or creditworthiness of the collaboration partners facilitated through the platform. The selection of a collaboration partner is made exclusively at the respective user’s own risk.
3. The review conducted by GIFTD as part of the approval and verification of influencers is limited to a superficial plausibility check of the information provided by the influencer and does not constitute a guarantee of the accuracy, completeness, or timeliness of this information. In particular, GIFTD makes no warranty regarding the suitability, reliability, professionalism, reach, number of followers, engagement rates, or any other characteristics or abilities of an influencer.
4. Warranty Regarding Social Media Posts and Influencer Characteristics. GIFTD makes no warranty regarding the content, quality, legality, or completeness of social media posts created or published by influencers as part of Drops. In particular, GIFTD makes no warranty that the social media posts comply with the terms of cooperation, the brand’s guidelines, or applicable legal regulations.
5. Notwithstanding the foregoing, GIFTD will assist users in the execution of the collaboration to the extent that is reasonable and appropriate, in particular by (i) forwarding communications and requests between the brand and the influencer via the platform, (ii) providing out-of-court assistance to the Brand in recovering products that have been made available or in asserting claims against the Influencer in the amount of the corresponding product value, provided that the Influencer fails to perform the agreed-upon service or does not perform it in accordance with the contract; such support does not include judicial enforcement, the initiation of collection or enforcement proceedings, or legal representation, as well as (iii) the provision of information and documentation via the platform, to the extent such information is available to GIFTD. The user has no legal claim to the aforementioned support services.
Liability and Indemnification
1. All claims against GIFTD for damages and reimbursement of futile expenses (hereinafter collectively “Damages”) are subject to the limitations set forth in this Section 8, regardless of the respective legal basis (e.g., contractual claims, claims arising from tort, or claims under competition law).
2. Subject to Section 8.7, GIFTD’s liability for breaches of material contractual obligations by GIFTD, its legal representatives, or vicarious agents due to simple or slight negligence is limited to damages that were foreseeable at the time the contract was concluded and are typical for this type of contract. An “material contractual obligation” is an obligation whose fulfillment is essential for the proper performance of the agreement and on whose compliance the user regularly relies and is entitled to rely. Subject to Section 8.7, GIFTD’s liability for damages caused by a breach of obligations other than material contractual obligations by GIFTD, its legal representatives, or vicarious agents through simple or slight negligence is excluded.
3. Subject to Section 8.7, GIFTD’s liability for indirect or consequential damages is excluded, in particular for lost profits, lost business opportunities, or production downtime.
4. Subject to Section 8.7, the standard statute of limitations for the user’s claims for damages arising from the agreement is one (1) year from the date specified in Section 199(1) of the German Civil Code (BGB). The statutes of limitations under Sections 197, 199(2) and (3) of the German Civil Code (BGB) and mandatory statutes of limitations remain unaffected.
5. Subject to Section 8.7, the foregoing limitations and exclusions of liability apply to the same extent in favor of GIFTD’s employees, legal representatives, and vicarious agents.
6. The limitations and exclusions of liability set forth in this Section 8 do not apply to the extent that the damages (a) were caused by gross negligence or willful misconduct on the part of GIFTD, its legal representatives, employees, or other vicarious agents, (b) are based on a breach of a contractual warranty regarding the quality of goods or services (if such a warranty was agreed upon), (c) were caused by fraudulently concealed defects in the services, (d) result from injury to life, limb, or health, or (e) constitute damages for which GIFTD is liable to the user under mandatory statutory provisions, to the extent that such liability cannot be contractually excluded in advance (e.g., pursuant to Section 1 of the Product Liability Act).
7. The user shall indemnify GIFTD against all claims by third parties asserted on the basis of a culpable breach of this agreement by the user. This applies in particular to claims arising from unlawful content posted by the user, the infringement of third-party rights, or the misuse of the platform. The indemnification also covers the reasonable costs of legal defense, to the extent that such costs are necessary to defend against the claims.
Database and Data Ownership
1. In connection with the use of the platform and the execution of drops, the following categories of data are distinguished:

(a) “Imported Brand Data” refers to all data and information that the brand GIFTD makes available via the platform or by other means (e.g., as files) for import into the platform. This includes, in particular, (i) contact information and related details of individuals provided by the Brand for the purpose of managing, contacting, or engaging them as potential influencers, including any attributes and assignments, (ii) content- guidelines for drops, in particular briefing documents, collaboration guidelines, and product information, (iii) communication templates and message content, regardless of whether the messages are sent by the Brand itself or by GIFTD on behalf of the Brand, (iv) shipping instructions and logistical guidelines, (v) drop configurations and other settings of the Brand on the platform, and (vi) reports, attachments, and other documents uploaded or provided by the Brand;

(b) “Platform Data” means all data and information that GIFTD independently collects, generates, enriches with additional information, or manages, or that is provided by influencers in connection with their use of the platform, regardless of whether the individuals in question have already been admitted to the platform. This includes, in particular, (i) contact information independently collected or enriched by GIFTD, including social media identifiers and address information, (ii) publicly available social media information, in particular social media identifiers, public post URLs, and ad codes, (iii) data voluntarily provided by influencers, in particular profile data, contact information, and shipping addresses, (iv) order and delivery histories, (v) user accounts and authentication data, (vi) system-related log, meta, and usage data generated in the course of operating the platform, as well as (vii) enrichment data, i.e., all information added by GIFTD to existing contacts through its own research, analysis, or automated processes, in particular supplementary social media identifiers, social media performance statistics, and other metadata; GIFTD is authorized to disclose shipping addresses in accordance with section (iii) above, as well as other contact information required for the processing of a drop, from the platform data to the respective brand, to the extent that this is necessary for the execution of the drop, in particular the shipment of products;

(c) “Interaction Data” means all data generated in connection with the use of the Platform and the execution of drops that document interactions between users, between users and the Platform, or the course of drops, and that constitute neither Imported Brand Data as defined in subparagraph (a) above nor Platform Data as defined in subparagraph (b) above. This includes, in particular, (i) invitation and participation histories, specifically details regarding invitations sent, acceptances, and rejections; (ii) response times and communication timestamps; (iii) delivery confirmations and shipping events; (iv) details regarding drop participation and participation status, (v) product selections made by influencers as part of a drop, (vi) posting confirmations and completion histories, (vii) brand activities within the platform, and (viii) other workflow events and process-related data generated in the course of processing drops on the platform.

(d) “Derived Data” means all information, insights, assessments, and models that GIFTD obtains or generates through the analysis, aggregation, linking, or other processing of Platform Data, Interaction Data, Imported Brand Data, or a combination of such data. This includes, in particular, (i) creator reliability scores, (ii) fraud indicators and fraud scores, (iii) recommendation and matching scores, (iv) performance forecasts and predictive models, (v) quality assessments ( (vi) AI-powered classifications, (vii) behavioral and engagement models, (viii) communication assessments, (ix) deliverability analyses, and (x) funnel analyses and other insights derived from data processing. Derived data constitutes a separate category of data and cannot be classified as either Imported Brand Data, Platform Data, or Interaction Data;

(e) “Aggregated Data” means anonymized statistical data or data aggregated in such a way that it does not allow for the identification of any individual user, brand, or influencer. These include, in particular, (i) industry benchmarks, (ii) average response and engagement rates, (iii) drop conversion rates, (iv) product category statistics, (v) platform performance metrics, (vi) training datasets for machine learning, and (vii) trend analyses.

The database operated by GIFTD is protected as a database within the meaning of Sections 87a et seq. of the German Copyright Act (UrhG); GIFTD is the sole database producer.
The Imported Brand Data remains the property of the Brand. By providing the Imported Brand Data, the Brand grants GIFTD a simple, non-exclusive right of use to the Imported Brand Data, limited to the term of the agreement, in order for GIFTD to perform the services contractually owed (in particular, the management, outreach, and integration of the relevant contacts via the platform) and to use the data as otherwise provided for in these Terms and Conditions. The Brand warrants that it is authorized to provide the Imported Brand Data to GIFTD and to grant the aforementioned rights of use, and that such provision does not infringe upon any third-party rights. The Brand shall indemnify GIFTD against all claims by third parties arising from a breach of the foregoing representations. The Brand is entitled to request the return of its Imported Brand Data in a standard, machine-readable format at any time. GIFTD shall comply with the request for return within thirty (30) days of receipt. Upon termination of the Agreement, GIFTD shall return the Imported Brand Data at the Brand’s request and, subject to statutory retention obligations, delete it. For clarity: The termination or expiration of GIFTD’s rights of use to Imported Brand Data—in particular as a result of the termination of the Agreement or a request for return by Brand pursuant to Section 9.2—shall not affect GIFTD’s rights to Derived Data and Aggregated Data; In particular, GIFTD is entitled to continue to use, process, and exploit Derived Data and Aggregated Data obtained using Imported Brand Data without restriction, even after the termination of the Agreement.
Platform Data, Interaction Data, Derived Data, and Aggregated Data are the sole property of GIFTD. GIFTD is entitled to freely dispose of this data, in particular to use it for its own business purposes, to disclose it to third parties, or to sell it. By using the Platform or by conducting or participating in Drops, the User does not acquire any rights—in particular, no rights of ownership, use, or exploitation—to the Platform Data, Interaction Data, Derived Data, or Aggregated Data. Users have no claim to the surrender, transfer, storage, reuse, or deletion of this data. GIFTD’s rights to Platform Data, Interaction Data, Derived Data, and Aggregated Data shall continue in full force and effect even after termination of the Agreement; in particular, GIFTD is entitled to continue using, processing, and exploiting this data even after the Agreement has been terminated. This does not affect (i) the Brand’s right to access reporting information pursuant to Section II.3, (ii) the Brand’s rights to its Imported Brand Data pursuant to Section 9.2, and (iii) any deviating provisions agreed upon in a separate individual agreement pursuant to Section9.6 5.
To the extent that a person is recorded both as an Imported Contact of a Brand and in GIFTD’s Platform Data, the Brand’s rights to the Imported Brand Data it has provided and GIFTD’s rights to the Platform Data generated independently by GIFTD shall each continue to exist independently of one another. The inclusion of a person in the Platform Data does not restrict the Brand’s rights to the contact data it has imported; conversely, the provision of contact data by the Brand does not confer any rights on the Brand to the data independently generated or collected by GIFTD regarding the same person.
Notwithstanding the foregoing provisions, GIFTD and the user may, on a case-by-case basis, enter into a separate agreement regarding the transfer, access, or use of Platform Data, Interaction Data, or Derived Data. The nature, scope, and terms of such a data transfer (including appropriate compensation) shall be determined exclusively by the respective individual agreement. An individual agreement regarding Aggregated Data is excluded.
The foregoing provisions do not affect the rights of data subjects under Regulation (EU) 2016/679 (General Data Protection Regulation), in particular the rights of access, rectification, erasure, and data portability. The allocation of roles under data protection law between GIFTD and the users, in particular the delineation of respective responsibilities as data controller or data processor within the meaning of Art. 4(7) and (8) of the GDPR with respect to the individual data categories, is set forth in GIFTD’s Privacy Policy pursuant to Section 11 and, where applicable, in the data processing agreement separately concluded between GIFTD and the respective user.

Confidentiality
1. “Confidential Information” as used in this Agreement means information of a business, technical, financial, or other nature that becomes known to a user in connection with the use of the Platform or the execution of Drops and that, by its nature, is typically considered confidential or proprietary, regardless of whether it is disclosed in written, oral, electronic, or any other form. Confidential Information includes, in particular:
  1. the specific terms and conditions of individual Drops, in particular the nature and scope of consideration, compensation terms, terms of cooperation, and other commercial details;
  2. Data on participating influencers and brands, in particular contact information, performance metrics, profile information, and other user-related data accessible through the platform;
  3. prices, fee structures, business models, technical information, and other trade secrets of GIFTD; and
  4. other information that is clearly confidential under the circumstances or is designated as confidential by GIFTD.
2. The user is obligated to (i) treat Confidential Information as strictly confidential and use it exclusively for the purpose of using the platform and conducting drops, and (ii) take all necessary and reasonable measures to prevent the disclosure of Confidential Information to third parties. Disclosure of Confidential Information to the User’s employees or agents is permitted only to the extent that they require the information to fulfill this Agreement and are themselves bound by a confidentiality obligation. Otherwise, disclosure of Confidential Information to third parties is permitted only with GIFTD’s prior written consent or to the extent expressly provided for in this Agreement. The dissemination of Confidential Information on the Internet, on social media, or in other publicly accessible media is prohibited.
3. The confidentiality obligation does not preclude the publication of social media posts in accordance with this Agreement within the context of Drops. Users are also entitled to recommend GIFTD as a platform without disclosing Confidential Information.
4. The confidentiality obligation does not apply if the user proves that the Confidential Information in question:
  1. was already generally known to the public at the time of disclosure or subsequently became generally known to the public without a breach of the confidentiality obligation;
  2. was already known to the user prior to admission to the GIFTD platform without breaching any confidentiality obligation;
  3. was lawfully disclosed to the user by a third party without breaching any confidentiality obligation; or
  4. must be disclosed pursuant to statutory provisions or an order by a government authority or court, in which case the user must immediately notify GIFTD of this in writing and limit the scope of the disclosure to the extent required by law.
5. Upon termination of this Agreement, the User shall, upon written request from GIFTD, immediately return all Confidential Information (including all data storage media and copies made by the User or third parties) to GIFTD at the User’s own expense or destroy it, to the extent reasonably possible, and confirm such return or destruction to GIFTD in writing at . This does not apply to the extent that the User is legally obligated to retain Confidential Information; in such cases, the Confidential Information in question shall continue to be subject to the confidentiality obligations of this Agreement. The User shall have no right of retention with respect to Confidential Information.
6. The confidentiality obligation shall remain in effect for the duration of this Agreement and for a period of four (4) years following its termination. Confidential Information that constitutes trade secrets under the Trade Secrets Act is protected indefinitely, as long as it qualifies as a trade secret under applicable law. In the event of a breach of the confidentiality obligation, the User shall be liable to GIFTD for damages in accordance with statutory provisions.
Information on Data Processing. Details regarding the collection, processing, and use of personal data in connection with the use of the platform, including the allocation of roles under data protection law between GIFTD and the users, can be found in GIFTD’s Privacy Policy at [Link to Privacy Policy]. To the extent that GIFTD processes personal data on behalf of a user, GIFTD and the user in question shall enter into a separate data processing agreement in accordance with Article 28 of the GDPR, which governs the details of the data processing.
Term and Termination
1. Contractual Relationship Between GIFTD and the User
  1. The contractual relationship between GIFTD and the user is established for an indefinite period upon the user’s registration and creation of an account.
  2. Ordinary Termination. Either party may terminate the contractual relationship at any time in writing with thirty (30) days’ notice effective at the end of a calendar month. The user may also effect termination by deleting their account in accordance with Section 6.7.
  3. Termination for Cause. The right of both parties to terminate the contract immediately for good cause remains unaffected. In particular, good cause exists for GIFTD if (a) the user repeatedly or seriously violates these Terms and Conditions, (b) the user misuses the platform, (c) the user has provided incorrect or misleading information, or (d) a case described in Section 6.4 applies. To the extent possible and reasonable, GIFTD will, before issuing an extraordinary termination, give the user a reasonable period of time to remedy the situation, unless the severity of the violation justifies immediate termination.
  4. Legal Consequences of Termination. Upon the effective termination of the contractual relationship between GIFTD and the user, the user’s right to use the platform shall cease. GIFTD is entitled to suspend the user’s account and to delete it after the statutory retention periods have expired. The termination of the contractual relationship between GIFTD and the user does not affect the validity and continuation of any cooperative relationships between the user and other users that have already been established through an award at ; the parties to the respective cooperative relationship remain obligated to fulfill their contractual obligations in this regard. The provisions of these Terms and Conditions that, by their nature, are intended to remain in effect beyond termination—in particular Sections 8 (Liability and Indemnification), 10 (Confidentiality), and 13 (Final Provisions)—remain unaffected by the termination.
2. Cooperative Relationship Between the Influencer and the Brand
  1. Term. The cooperative relationship between the Influencer and the Brand commences upon award of the contract in accordance with Section 3.4 and ends upon full fulfillment of the mutual performance obligations, in particular the publication of the social media posts by the Influencer and the provision of the consideration owed by the Brand. If the terms of cooperation stipulate a minimum period during which the social media post must remain publicly accessible, the cooperative relationship shall not end before the expiration of this minimum period.
  2. Termination. Subject to the provisions in Section 5.4, the cooperation relationship established by the award of the contract generally cannot be terminated by ordinary notice. The Brand’s right to exclude the influencer from a drop pursuant to Section 5.4, as well as the right of both parties to terminate the agreement for cause, remain unaffected. Cause shall be deemed to exist, in particular, if a party materially breaches the terms of cooperation or these General Terms and Conditions and fails to remedy the breach within a reasonable period of time despite being requested to do so.
  3. Legal Consequences of Termination. In the event of termination of the cooperation agreement prior to the full performance of the obligations owed, the following provisions apply:
    1. If the influencer has not yet performed the service owed, or has not performed it in full, the influencer’s claim to the consideration provided for in the terms of cooperation shall lapse to the extent that the service has not yet been performed.
    2. The influencer is obligated to return any products or other consideration already received to the brand without delay if the required service has not been performed or has not been performed in accordance with the contract, unless the brand expressly states that a return is not necessary.
    3. The provisions of these Terms and Conditions that, by their nature, are intended to remain in effect beyond the termination of the cooperation relationship—in particular Sections II.4 and III.6 (Copyrights and Property Rights), 8 (Liability and Indemnification), and 10 (Confidentiality)—shall remain unaffected by the termination.
  4. Independence of Contractual Relationships. The termination of a cooperative relationship between an influencer and a brand does not affect the contractual relationship between the respective user and GIFTD. Conversely, the termination of the contractual relationship between GIFTD and a user does not affect the validity and continuation of cooperation relationships already established by award; in this case, the fulfillment of such cooperation relationships takes place directly between the users involved.
Final Provisions
1. Any general terms and conditions of the user shall not apply to the contractual relationship with GIFTD or to the contractual relationship between users, even if GIFTD or the user does not expressly object to them or provides services with knowledge of such terms and conditions. Any deviations from or additions to this agreement contained in the user’s general terms and conditions shall only be effective if they are expressly agreed to in writing by the parties and designated as a deviation from or addition to this agreement.
2. Contracts between GIFTD and the user are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
3. The courts in Berlin, Germany, shall have exclusive jurisdiction over all disputes, disagreements, or claims arising from the contractual relationships between the user and GIFTD or in connection with this Agreement, including its breach, termination, or invalidity.
4. Should individual provisions of these Terms and Conditions be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by the applicable statutory provisions. The same applies in the event of gaps in the provisions.
5. Legal Relationship Between the Parties. No provision of this Agreement establishes or shall be construed as establishing a corporation, partnership, joint venture, or similar joint venture relationship between GIFTD and the User. Neither party is authorized to represent the other party or to enter into obligations on its behalf.
6. Amendments to the Agreement. Amendments and additions to this Agreement must be in writing to be effective and must be expressly designated as amendments to this Agreement. This also applies to the waiver of this written form requirement. GIFTD’s right to amend these Terms and Conditions pursuant to Section 13.9 remains unaffected.
7. Assignment. The User is not entitled to transfer or assign, in whole or in part, any rights or obligations under this Agreement to third parties without GIFTD’s prior written consent. GIFTD is entitled to transfer this Agreement, along with all rights and obligations, to an affiliate of GIFTD without the User’s consent.
8. Subcontracting. GIFTD is entitled to have the services performed, in whole or in part, by affiliated companies or other third parties. GIFTD will select such parties with the care customary in business dealings.
9. GIFTD reserves the right to amend or supplement these Terms and Conditions with future effect, provided that the amendment is reasonable for the User, taking into account GIFTD’s interests, and does not alter the essential nature of the contractual relationship. GIFTD will notify the User of any changes to the Terms and Conditions in writing (e.g., via email) at least four (4) weeks before they take effect. The changes shall be deemed approved unless the user objects in writing within four (4) weeks of receiving the notice of change. GIFTD will specifically inform the user in the notice of change regarding the significance of the deadline and the legal consequences of failing to object. If the user objects within the deadline, both parties have the right to terminate the agreement with thirty (30) days’ notice effective at the end of the month. The previous Terms and Conditions remain in effect until the agreement is terminated.

Special Terms for Brands
1. Scope of Application

The following Special Terms and Conditions for Brands apply in addition to the General Terms and Conditions set forth in Section I of these Terms and Conditions for the contractual relationship between GIFTD and the Brand. In the event of any conflict between the Special Terms and Conditions for Brands and the General Terms and Conditions, the Special Terms and Conditions for Brands shall prevail.

Fees and Payment Terms
1. Drop Fee. The fees incurred for the use of the platform and the execution of drops are based on the prices displayed on the platform at the time the order is placed or on separate written agreements between GIFTD and the Brand (hereinafter “Drop Fee”). Unless otherwise specified, the Drop Fee covers GIFTD’s intermediary services, the processing of drops, and the provision of content created by the influencer via the GIFTD Admin in accordance with Section II.3; the Brand must pay the influencer’s compensation separately in accordance with the Terms of Cooperation, unless the Terms of Cooperation expressly provide otherwise.
2. Taxes. All prices and fees stated by GIFTD are net amounts plus the applicable statutory value-added tax.
3. Due Date. Invoices from GIFTD are due for payment within thirty (30) days of the invoice date, unless otherwise agreed in writing in individual cases. The date of receipt of payment by GIFTD shall be decisive.
4. Delay in Payment. If payment is not received by the due date, GIFTD is entitled to (i) suspend the provision of contractually owed services in whole or in part, including blocking the Brand’s access to the platform, and (ii) terminate the agreement without notice for good cause. In the event of late payment, GIFTD is entitled to charge late payment interest at a rate of nine (9) percentage points above the applicable base interest rate pursuant to Section 288(2) of the German Civil Code (BGB). The right to claim further damages resulting from the delay remains unaffected.
5. Price Changes. GIFTD is entitled to change the prices listed on the platform with future effect, provided that the change is reasonable in light of the interests of both parties. GIFTD will notify the Brand of price changes in writing (e.g., via email) at least four (4) weeks before they take effect. Price changes do not apply to drops that have already been ordered; in such cases, price changes will take effect only for the next drop.
Reporting

After the influencer publishes the social media post, GIFTD will make the published content and, if available, the associated performance metrics available to the Brand via the GIFTD Admin. The Brand can use the GIFTD Admin to view an overview of the social media posts published as part of its drops. GIFTD is also obligated to provide the brand, upon request, with information regarding the products provided to the influencer as part of a drop; the relevant information—in particular regarding the value of the items provided, the date of provision, and the background and context of the respective drop—is available via the GIFTD Admin. GIFTD makes no warranty as to the completeness or accuracy of the interaction data provided.

Copyrights and Other Intellectual Property Rights
1. Grant of Rights by the Brand. Upon commissioning a drop, the Brand grants GIFTD and the influencer a simple, non-exclusive right of use—limited in duration and scope to the duration and purpose of the respective drop—to the advertised brand, the company logo, and all other industrial property rights and intellectual property rights (e.g., copyrights, designs, image rights) to the extent necessary for the creation and publication of the social media post. The Brand authorizes GIFTD to grant the Influencer a corresponding right of use to the extent necessary for the creation and publication of the social media post. The Brand warrants that it is authorized to grant the aforementioned rights of use.
2. Warranty and Indemnification. The Brand warrants that it holds the necessary rights to the materials made available to the Brand and specified in the terms of cooperation, and that it is authorized to grant the rights of use referred to in Section 4.1. The Brand shall indemnify GIFTD and the Influencer against all claims by third parties arising from an infringement of industrial property rights or intellectual property rights in connection with the contractual use of the materials provided by the Brand as part of the drop. This indemnification does not extend to claims arising from any use of the materials by GIFTD or the influencer that goes beyond the terms of the collaboration agreement or is otherwise not in accordance with the contract.
Social Media Post Buyouts
1. Buyout. The Brand has the option, as part of the drop creation process, to acquire comprehensive rights of use to the content created by the influencer as part of the drop, as well as to the content voluntarily provided in accordance with Section III.6.1 (hereinafter “Buyout”). The buyout is not a standard service and requires a separate agreement between GIFTD and the Brand. The terms of the buyout—in particular, the scope of the usage rights to be acquired, the compensation, and any temporal or geographical restrictions—are set forth in a separate written agreement between GIFTD and the Brand.
2. Grant of Rights. In the event of a Buyout, the Influencer grants the Brand, through GIFTD, or GIFTD itself grants the Brand, all transferable rights of use and exploitation to the content created as part of the Drop, including the right to edit, reproduce, distribute, and make publicly available, without any restrictions as to time, territory, or content, unless otherwise specified in the terms of cooperation or the separate agreement. The grant of rights does not extend to third-party rights in the content.
Disclaimers of Warranty
1. No Warranty for Content. In addition to Section I.7.4, GIFTD assumes no liability for the content, quality, legality, completeness, or accuracy of social media posts created or published by influencers as part of Drops. In particular, GIFTD does not warrant that the social media posts comply with the terms of cooperation, the brand’s guidelines, or applicable legal requirements. This also applies in the event of a buyout.
2. No Warranty Regarding Grant of Rights. Furthermore, GIFTD makes no warranty that the influencer possesses all rights necessary for the grant of rights or that the grant of rights by the influencer—particularly in the context of a buyout—is valid, complete, or free from third-party rights. The brand is solely responsible for verifying, before or after their publication, that the social media posts created as part of a drop comply with the terms of the collaboration and applicable legal regulations. Any claims by the Brand regarding the quality or contractual compliance of the social media posts, or regarding the validity or scope of the grant of rights, are directed exclusively against the respective influencer.
Client Reference
1. Unless the Brand expressly objects in writing, the Brand agrees, upon conclusion of the agreement, to be named by GIFTD as a reference customer. In this context, GIFTD is entitled to use the company name, logo, and publicly available information about the Brand, as well as aggregated, non-confidential reporting information from Drops, for reference purposes. The reference may be presented in both digital and non-digital form.
2. The Brand may revoke its consent to be used as a reference at any time by providing written notice to GIFTD. GIFTD will remove the reference upon receipt of the revocation, to the extent that this is technically and organizationally feasible, but no later than twenty (20) days after receipt of the revocation. Physical materials already in circulation (e.g., printed brochures) are exempt from the removal obligation if their recall would involve disproportionate effort.
Exclusivity and Protection Against Competition
1. Prohibition on Circumvention. The Brand is obligated, during the term of the agreement and for a period of eighteen (18) months following the completion of the last drop conducted via the platform, not to enter into any cooperative relationship with an influencer outside of the GIFTD platform, provided that contact between the Brand and the influencer was established via the platform, a contract was awarded, and provided that this is not unreasonably burdensome for the Brand.
2. Contractual Penalty. If the Brand violates the non-circumvention clause set forth in Section 8.1 and enters into a cooperative relationship with an influencer outside the GIFTD platform, the Brand is obligated to pay GIFTD a contractual penalty in the amount of EUR 5,000.00 (five thousand euros) for each affected influencer. The contractual penalty becomes due upon the establishment of the cooperative relationship outside the platform. The right to reduce a disproportionately high contractual penalty pursuant to § 343 of the German Civil Code (BGB) remains unaffected. Payment of the contractual penalty does not release the Brand from compliance with the prohibition on circumvention. GIFTD’s right to assert further claims for damages remains unaffected.
3. Prohibition on Poaching Employees. The Brand agrees not to poach any GIFTD employees or otherwise cause them to terminate their employment relationship with GIFTD during the term of this agreement or for a period of one (1) year following its termination. For each violation of this non-solicitation clause, Brand is obligated to pay GIFTD a contractual penalty in the amount of EUR 20,000.00 (twenty thousand euros). Payment of the contractual penalty does not release Brand from compliance with the non-solicitation clause. GIFTD’s right to assert further claims for damages remains unaffected.

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Special Terms for Influencers
1. Applicability

The following Special Terms and Conditions for Influencers apply in addition to the General Terms and Conditions set forth in Section I of these Terms and Conditions for the contractual relationship between GIFTD and the influencer. In the event of any conflict between the Special Terms and Conditions for Influencers and the General Terms and Conditions, the Special Terms and Conditions for Influencers shall prevail.

Registration, Use, Account
1. In principle, only one account may be created and maintained per influencer. If GIFTD detects multiple registrations, GIFTD is entitled, at its sole discretion, to merge the affected accounts or, if a merger is not appropriate, to suspend or delete individual or all affected accounts. Other rights remain unaffected.
2. The influencer must be at least sixteen (16) years old at the time of application or acceptance. By agreeing to these Terms and Conditions, the influencer confirms that they have reached the required minimum age. Minors require the consent of their legal guardian to use the platform. GIFTD is entitled to request proof of age and consent from the legal guardian.
3. The influencer has no claim against either GIFTD or the brand for inclusion in a brand’s collaboration program or for participation in a specific drop. The selection of influencers for the collaboration program and individual drops is solely at the brand’s discretion. GIFTD is also entitled to reject an influencer’s application for a collaboration program without providing a reason or to exclude the influencer from participating in a drop.
Collaboration Obligations
1. General Obligations. The influencer is obligated to comply with all applicable legal requirements when creating and publishing social media posts. This includes, in particular:
  1. the legally required labeling of social media posts as advertising in accordance with the applicable provisions of media, telemedia, and competition law, as well as the respective social media platform’s guidelines;
  2. compliance with all third-party copyrights, neighboring rights, trademark rights, personality rights, and other intellectual property rights; when creating social media posts, the influencer may use only materials for which they hold the necessary rights of use, in particular exclusively royalty-free or properly licensed music;
  3. maintaining the public visibility of all of the influencer’s social media profiles linked to the platform as of the time of admission to the platform; switching to a private profile is not permitted during the term of the agreement;
  4. to provide GIFTD, upon request, with images, social media stories, insights, and other analytical evaluations of the social media posts published as part of a drop, in the format specified by GIFTD and within the timeframe set by GIFTD;
  5. to contact GIFTD immediately in the event of negative experiences or difficulties related to a drop or the brand, before the influencer makes any public statements regarding the matter; and
  6. Immediate notification to GIFTD and the brand if the influencer has not received the compensation specified in the collaboration terms in a timely manner before the scheduled start of the drop.
2. Standard Terms. Unless the brand’s terms of cooperation contain different provisions, the following standard terms apply to the creation and publication of social media posts:
  1. A social media post published as a post, Reel, or TikTok must remain publicly accessible for a minimum period of twelve (12) months from the date of publication. Archiving, deleting, or otherwise removing the social media post within this period is prohibited.
  2. A social media post published as a Story must remain publicly accessible for a minimum period of twenty-four (24) hours from the time of publication.
  3. The influencer must include all tags, links, hashtags, and account links specified in the terms of cooperation fully and correctly in the social media post.
  4. All social media posts, particularly images and videos, must comply with the Terms of Cooperation and these General Terms and Conditions in terms of both content and design.
  5. The influencer is obligated to publish the social media post on the respective social media profile no later than the publication time specified in the terms of cooperation.
  6. Any social media post created in connection with a drop may exclusively promote the relevant brand and its products or services. In particular, the influencer is prohibited from promoting or mentioning any other company, its products, or services in the same social media post. The brand and its products or services must be the focus of the social media post and the associated descriptions, tags, and links.
3. Prohibitions. In connection with the creation and publication of social media posts, as well as when using the platform, the influencer is specifically prohibited from:
  1. Create, publish, or distribute content that is offensive, defamatory, incites hatred, is pornographic, racist, discriminatory, extremist, or otherwise unlawful, or that violates public order or morality;
  2. Using photos, graphics, videos, text, music, or other materials for which the influencer does not hold the necessary rights of use, or whose use infringes upon the copyrights, neighboring rights, or other intellectual property rights of third parties;
  3. To manipulate or falsify performance metrics, reach, engagement rates, follower counts, or other metrics through the use of bots, purchased followers, automated interactions, or similar means;
  4. Publishing content that is likely to damage the reputation, brand, or business interests of the Brand or GIFTD; and
  5. Disclosing confidential information regarding drops, terms of collaboration, or other business matters of the Brand or GIFTD to third parties, unless such disclosure is necessary for the contractual fulfillment of the drop.
4. Legal Consequences of Breaches of Obligations or Prohibitions. In the event of a breach by the influencer of the obligations and prohibitions set forth in Sections 3.1 through 3.3, GIFTD is entitled to take the measures provided for in Section I.6.5 of the General Terms and Conditions. In addition, GIFTD is specifically entitled to (i) exclude the Influencer from the relevant Drop with immediate effect, in which case the Influencer’s claim to the consideration provided for in the Terms of Cooperation shall lapse to the extent that the performance owed has not yet been fully rendered, (ii) to demand the removal or modification of the relevant social media post within twenty-four (24) hours of receiving a request to do so, (iii) to reclaim any consideration already provided, in particular products, or to invoice the influencer for their value, and (iv) to terminate the agreement without notice for good cause. This does not affect GIFTD’s or the brand’s right to assert claims for damages.
5. Legal Notice. GIFTD hereby informs the influencer that he or she must comply with the legally required advertising disclosure when creating and publishing social media posts. Furthermore, the influencer is obligated to observe all other material legal obligations in connection with the creation and publication of social media posts, in particular the provisions of media, telemedia, and competition law. The above information does not constitute legal advice. The sole responsibility for compliance with all applicable legal provisions, in particular the obligation to properly label advertisements, remains with the influencer.
Return and Refund Obligations in Case of Non-Performance
1. If the influencer fails to fulfill the performance obligations set forth in the terms of cooperation, or fails to do so within the specified timeframe, the influencer is obligated to immediately return all products received as part of the drop, along with all accompanying materials, to the brand, unless the brand has expressly stated that a return is not necessary. If the influencer fails to comply with this return obligation within fourteen (14) days of being requested to do so by GIFTD, GIFTD is entitled to bill the influencer for the value of the product or service in accordance with the terms of cooperation.
2. If the influencer fails to publish the agreed-upon social media posts within the timeframe specified in the terms of cooperation and retains the consideration received (in particular, products), the influencer is obligated to reimburse the brand for the consideration or its value within fourteen (14) days after the expiration of the publication deadline. If the influencer fails to fulfill this obligation within the aforementioned period, the influencer is obligated to pay a contractual penalty of EUR 100.00 (one hundred euros) to GIFTD. If the influencer fails to fulfill their obligation to reimburse even within an additional thirty (30) days, the influencer is obligated to pay an additional contractual penalty of EUR 200.00 (two hundred euros) to GIFTD. The influencer reserves the right to prove that GIFTD incurred no damage or only significantly less damage. The right to reduce a disproportionately high contractual penalty pursuant to Section 343 of the German Civil Code (BGB) remains unaffected. GIFTD’s or the brand’s right to assert further claims for damages remains unaffected.
Partnership Ads & Spark Ads
1. The Brand has the option to place paid advertisements in the form of Partnership Ads (Instagram), Spark Ads (TikTok), or comparable advertising formats on other platforms (hereinafter collectively referred to as “Paid Ads”) on the social media posts created as part of a drop. By agreeing to these Terms and Conditions, the Influencer consents to GIFTD making the Influencer’s authorization codes or other access credentials required for the placement of Paid Ads available to the Brand. The Influencer is obligated to ensure the necessary technical requirements are in place and to provide the corresponding authorization codes or access credentials immediately upon request by GIFTD.
2. The Influencer will be notified within the app via the “Drop” overview if the terms of cooperation provide for the placement of Paid Ads. The placement of Paid Ads by the Brand does not give rise to a separate claim for compensation by the Influencer, unless expressly provided otherwise in the terms of cooperation.
Copyright and Other Related Rights
1. Upon publication of the social media post, the Influencer grants GIFTD the exclusive right of use—unrestricted in terms of time, location, and content—to the created social media post, including all text, images, , and/or video materials as well as music contained therein (Section 31(3) of the German Copyright Act (UrhG)). This grant of rights encompasses all known and unknown types of use, in particular the right to reproduce, distribute, make publicly available, edit, and adapt the content. GIFTD is entitled to grant the brand simple or exclusive sublicenses to the content created by the influencer, particularly in the context of a buyout. Excluded from this exclusivity is the influencer’s right to publish the posts created as part of the drop on their other social media channels. The foregoing provisions, in particular the grant of rights and the authority to sublicense, apply mutatis mutandis to content voluntarily provided in accordance with Section 6.3.
2. To the extent permitted by law, the influencer waives, vis-à-vis GIFTD and the brand, the exercise of his or her right to attribution of authorship (Section 13 of the German Copyright Act [UrhG]), in each case with respect to the social media posts created as part of a drop and the content contained therein. This waiver extends to all types of use for which GIFTD or the Brand has been granted rights of use. The Influencer is entitled to revoke the waiver of the right to be identified as the author at any time in the future by providing written notice to GIFTD. The influencer agrees that GIFTD and the Brand may edit, shorten, combine with other content, and convert the social media posts created as part of a “drop” into other formats within the scope of the granted rights of use, provided that such editing does not result in a distortion of the work that is likely to jeopardize the influencer’s legitimate intellectual or personal interests in the work.
3. Notwithstanding the foregoing provisions, the influencer is entitled to voluntarily provide GIFTD with additional content—in particular, raw material, images, or video recordings—without being entitled to separate compensation. The assignment of voluntarily provided content to a specific drop or collaboration program does not require an express declaration by the influencer; it is sufficient that the assignment is evident from the circumstances of the provision, in particular through the use of the hashtags specified in the terms of collaboration, linking to the brand, labeling the product, or other contextual indicators. To the extent that the influencer makes such content available to GIFTD, the provisions of these Terms and Conditions applicable to social media posts shall apply accordingly; this includes, in particular, the grant of rights pursuant to Section 6.1, the waiver of the right to be identified as the author, and consent to editing pursuant to Section 6.2, the representations and warranties under Section 6.5, the indemnification under Section 7, and GIFTD’s authority to sublicense to the brand, unless the influencer expressly states upon provision that these provisions shall not apply.
4. The grant of rights pursuant to Sections 6.1 through 6.3 is compensated by the consideration specified in the respective terms of cooperation, unless a different form of compensation is agreed upon in a separate agreement, particularly in the context of a buyout. The influencer’s claim to reasonable compensation pursuant to § 32 of the German Copyright Act (UrhG) remains unaffected.
5. The influencer warrants that he or she holds all rights to the content published in the course of a drop—e.g., texts, photos, graphics, videos, or other materials. This applies in particular to copyright as well as all other neighboring rights, trademark rights, database rights, and rights to one’s own likeness ( ). The influencer guarantees that GIFTD, and in the event a sublicense is granted to the brand, the brand may use the content created by the influencer without infringing on the rights of third parties.
Liability and Indemnification
1. The Influencer indemnifies GIFTD and the Brand against all claims by third parties asserted in connection with the social media posts created or published by the Influencer, in particular due to:
  1. missing, insufficient, or incorrect advertising disclosures;
  2. the infringement of third parties’ copyrights, neighboring rights, trademark rights, personality rights, or other intellectual property rights, in particular through the use of improperly licensed music, images, or other materials;
  3. illegal, misleading, or anti-competitive content in the social media post; and
  4. other violations by the influencer of applicable legal provisions in connection with the creation or publication of social media posts.
2. The indemnification also covers reasonable legal defense costs to the extent they are necessary to defend against such claims. The influencer’s liability toward GIFTD and the Brand in all other respects is governed by the General Terms and Conditions set forth in Section I.8 of these Terms and Conditions.
3. The influencer is further obligated to immediately inform GIFTD and the Brand of any claims by third parties against him or her in connection with a social media post and to assist GIFTD in defending against such claims to a reasonable extent.
Self-Employment and Tax Liability
1. The Influencer acts as an independent contractor in fulfilling their obligations under this Agreement. This Agreement and the execution of Drops do not establish an employment relationship, a quasi-employment relationship, or any other form of employment relationship between the Influencer and GIFTD or between the Influencer and the Brand. The Influencer is not subject to any right of GIFTD or the Brand to issue instructions regarding the place, time, and manner of service provision, unless otherwise specified in the terms of cooperation. The Influencer is not authorized to act on behalf of GIFTD or the Brand or to enter into obligations in their name.
2. The influencer is personally responsible for the proper reporting and payment of all taxes and duties arising in connection with the income and compensation earned from Drops. GIFTD and the brand assume no obligations in this regard. The influencer indemnifies GIFTD and the brand against all claims resulting from a breach of the influencer’s tax obligations.
Exclusivity and Non-Circumvention
1. The influencer is obligated, during the term of this agreement and for a period of eighteen (18) months following the completion of the last Drops conducted via the platform, not to enter into any collaborative relationship with a brand outside of the GIFTD platform, provided that contact between the influencer and the brand was established via the platform, an award was granted, and provided that this is not unreasonably burdensome for the influencer.
2. If the influencer violates the above non-circumvention clause and enters into a cooperative relationship with a brand outside the GIFTD platform, the influencer is obligated to pay GIFTD a contractual penalty in the amount of EUR 5,000.00 (five thousand euros) for each affected brand. The contractual penalty becomes due upon the establishment of the collaboration relationship outside the platform. The right to reduce a disproportionately high contractual penalty pursuant to § 343 BGB remains unaffected. Payment of the contractual penalty does not release the influencer from compliance with the prohibition on circumvention. GIFTD’s right to assert further claims for damages remains unaffected.

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