B2B T's&C's | Theinkfluencer

The Inkfluencer: B2B Data & Services Agreement

Last Updated: July 22, 2025

This B2B Data & Services Agreement ("Agreement") is entered into by and between The Inkfluencer ("we," "us," or "our"), a company registered in England and Wales with registered address at Oxford House, Cliftonville, Northampton. NN1 5BE, and the client ("Client," "you," or "your"), an entity (e.g., publisher, distributor, film/TV studio, marketing agency) purchasing services from The Inkfluencer.

By executing an Order Form, Statement of Work, or otherwise accessing or utilising our B2B Services, you agree to be bound by these Terms.

1. Purpose of the Agreement

This Agreement governs the terms under which The Inkfluencer will provide specialised B2B marketing services, data insights, and/or IP facilitation services related to the BookTok and Bookstagram ecosystems to the Client.

2. Services Provided

The Inkfluencer offers the following B2B services, as further detailed in a specific Order Form or Statement of Work ("SOW") executed by both parties:

2.1. Influencer Marketing Campaigns:
- Facilitation and management of targeted BookTok and/or Bookstagram influencer campaigns for Client's titles.
- Includes influencer matching, content briefing (subject to influencer creative autonomy), performance tracking, and reporting.
2.2. Deep Data & Analytics Access:
- Provision of aggregated and anonymized/pseudonymized market intelligence data related to BookTok and Bookstagram trends, influencer performance, niche insights, and reader demographics.
- Access via dashboards, reports, and/or API (as per agreed tier).
2.3. BookTok-to-Screen Pipeline Facilitation:
- Identification and presentation of high-potential literary intellectual property (IP) from The Inkfluencer's platform (based on BookTok/Bookstagram virality and data insights) for potential adaptation by film/TV studios or production companies.
- Liaison and facilitation of introductions between Client and relevant rights holders (authors/publishers).

3. Client Responsibilities

You agree to:

3.1. Provide Necessary Information: Furnish all required information, materials, and access (e.g., book titles, marketing assets, target audience details) necessary for The Inkfluencer to perform the Services.
3.2. Payment of Fees: Pay all applicable fees as outlined in the relevant Order Form or SOW.
3.3. Compliance: Use the Services and any provided data in compliance with all applicable laws, regulations (including data privacy laws), and this Agreement.
3.4. Data Usage Restrictions: Strictly adhere to the data usage terms outlined in Section 6.

4. Fees and Payment

4.1. Pricing: Fees for Services will be specified in the applicable Order Form or SOW. Pricing models may include:
- Subscription fees (for data access).
- Project-based fees (for campaigns).
- Success fees or commissions (for BookTok-to-Screen facilitation, as a percentage of option/acquisition payments).
4.2. Payment Terms: Unless otherwise specified, invoices are due within [e.g., 30] days of the invoice date.
4.3. Taxes: All fees are exclusive of applicable taxes (e.g., VAT), which shall be borne by the Client.

5. Term and Termination

5.1. Term: This Agreement commences on the Effective Date (date of first Order Form/SOW execution) and continues until terminated as set forth herein. Individual Services may have specific terms as defined in their respective Order Forms/SOWs.
5.2. Termination for Convenience: Either party may terminate this Agreement or any specific Service with [e.g., 60] days' written notice, subject to any minimum commitment periods or outstanding fees.
5.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term of this Agreement and fails to cure such breach within [e.g., 30] days of receiving written notice thereof.
5.4. Effect of Termination: Upon termination, Client's access to Services and data will cease. All outstanding fees become immediately due.

6. Data Usage and Restrictions

This section is critical for data integrity and privacy.

6.1. Ownership of Data: As between the parties, The Inkfluencer owns all rights, title, and interest in and to the raw data collected from its platform and social media sources, and all aggregated, anonymized, and derived insights provided to the Client.
6.2. License to Client: The Inkfluencer grants the Client a non-exclusive, non-transferable, limited license to use the data and insights provided solely for Client's internal business purposes (e.g., market research, content acquisition strategy, marketing optimization).
6.3. Prohibited Uses: Client shall not:
- Attempt to identify individual users or influencers from the anonymized/pseudonymized data.
- Resell, sublicense, distribute, or otherwise make available the raw data or derived insights to any third party outside of Client's organization without The Inkfluencer's express prior written consent.
- Use the data for any unlawful, discriminatory, or unethical purpose.
- Use the data to create a competing product or service.
6.4. Data Privacy: The Inkfluencer collects and processes data in accordance with its Privacy Policy. Client acknowledges that data provided is aggregated and/or anonymized to protect individual privacy.

7. Intellectual Property

7.1. The Inkfluencer IP: All intellectual property rights in The Inkfluencer's platform, technology, methodologies, and proprietary data insights are owned by The Inkfluencer.
7.2. Client IP: Client retains all intellectual property rights in its own content, brands, and materials provided to The Inkfluencer.
7.3. Book IP: Intellectual property rights in the books themselves remain with the respective authors/publishers. The Inkfluencer's role in the BookTok-to-Screen pipeline is facilitative, not ownership of adaptation rights, unless a separate agreement is made directly with the rights holder.

8. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party during the course of this Agreement, using it only for the purposes of this Agreement and protecting it with the same degree of care as their own confidential information.

9. Warranties and Disclaimers

9.1. Our Warranties: We warrant that Services will be performed in a professional and workmanlike manner.
9.2. Client Warranties: Client warrants that it has all necessary rights to provide any content or materials to The Inkfluencer for campaigns.
9.3. Disclaimers: Services and data are provided "as is." We do not guarantee specific sales results, market outcomes, or successful IP adaptations.

10. Limitation of Liability

To the maximum extent permitted by law, The Inkfluencer's total liability arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to The Inkfluencer for the Services giving rise to the liability in the twelve (12) months preceding the event. The Inkfluencer shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

11. Indemnification

Client agrees to indemnify, defend, and hold harmless The Inkfluencer from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from Client's breach of this Agreement or misuse of the Services or data.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any disputes will be resolved in the courts of England and Wales.

13. General Provisions

13.1. Entire Agreement: This Agreement, together with any Order Forms or SOWs, constitutes the entire agreement between the parties.
13.2. Amendments: Any amendments must be in writing and signed by both parties.
13.3. Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
13.4. Force Majeure: Neither party is liable for delays due to events beyond reasonable control.