Version 2.0, archived as of December 2, 2021
The Effective Date shall be the first date when either the Client accepts these terms of services through the Website or the Client and Influ2 enter into the Purchase Order.
These Influ2 Terms of Services (the “Agreement”), relevant Purchase Order (the “PO”) executed between the Client and Influ2, Influ2 Website Terms of Use (the “Terms”), the Data Processing Agreement(either executed between the Client and Influ2 in writing or accepted by the Client on the Website), and all links to material described herein constitute a single legal binding instrument and set forth terms and conditions under which the Client may access the platform located at https://influ2.com/ (the “Platform” and “Website”, as defined in the Terms), order and use the services (the “Services”, as described below) of Influ2, Inc (“Influ2”).
The Client agrees to be bound by the terms hereof by (a) accepting this Agreement through the account created by the Client on the Website; (b) signing the PO that incorporates this Agreement; or (c) using the Services. If a representative, an employee or agency of the Client enters into the Agreement on behalf of the Client, that person represents and warrants that (a) they are an authorized representative (a designated employee, an agency, or an assigned representative) of the Client to bind the Client to the Agreement, and (b) they agree to this Agreement on the Client’s behalf. Accordingly, the “Client” also comprises all the Client’s representatives, employees, and agencies engaged in exercising the Agreement and using the Services on the Client’s end.
We may modify this Agreement from time to time. Any amended terms automatically take effect ten (10) days following being posted on the Website. Your access to the Website/Platform and use of the Services following the date of effectiveness of any modifications hereto shall constitute your acceptance of this Agreement, as modified. You agree that the notice of update posted on the Website shall be deemed adequate notice of made modifications.
1.1 This Agreement is an integral part of all the POs those the Parties entered into, and it is hereby incorporated therein by reference. Meanwhile, the Terms are an integral part hereof and are hereby incorporated herein by reference.
1.2 In the event, there should be any conflict or ambiguity created between the provision hereof, the POs, invoices, the Terms, and any statement or any other type of memoranda between the Parties, or subsequent agreements between the Parties dealing with the subject matter hereto, the following Order of Precedence shall apply:
a. The latest version of the Purchase Order; and then
b. The Agreement; and then
c. The invoices; and then
d. The Terms; and then
e. Any written memoranda and separate agreements executed between the Parties; and then
f. Any subsequent written statements of any Party; and then
g. Any other sources of information.
1.3 In the Agreement, unless the context otherwise requires:
a. The words “including” and “in particular” are to be construed as being by way of illustration or emphasis only and are not to be construed as, nor shall they take effect as, limiting the generality of any foregoing words;
b. Capitalized terms used herein but not defined hereby have the respective meanings assigned to them in the relevant PO and the Terms;
c. All references to the “Agreement”, “PO” or “Terms” are to their newest versions as modified, supplemented, or amended from time to time;
d.A reference to the singular includes the plural and vice versa;
e. The headings herein are intended to make the Agreement easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Agreement;
f. All references to “$” mean the reference to USD. This also means that all payments hereunder shall be made in USD;
g. All personal pronouns used herein toward natural persons other than the Parties are gender-neutral and shall include all genders, and the plural shall include the singular;
h. Either Influ2 or the Client may be referred to as the Party, and both Influ2 and the Client may be referred to as the Parties.
1.4 In the Agreement, unless otherwise directly outlined hereby:
a. The “Subscription Term” means a period of time during which Influ2 shall provide Services to the Client, and the Client may benefit from the Services. The Client may not early terminate the Subscription Term until it expires. Duration of the Subscription Term is set forth by the relevant PO;
b. The “Start Date” means the calendar date when the Subscription Term starts. The Start Date is set forth by the relevant PO;
c. The “Monthly Fee” means payment for the Services is to be provided in a relevant calendar month that is set forth by the relevant PO;
d. The “Target Audience Limit” means the minimum number of prospects that the Client may target using the Services over the period of up to 30 consequent days. The Target Audience Limit is set forth by the relevant PO;
e. The “Monthly Budget per Target” means the cost of the services of targeting one prospect. The Monthly Budget per Target is set forth by the relevant PO;
f. The “Payment Terms” line in the applicable PO identifies the frequency of payments;
g. The “Payment Method” line in the applicable PO identifies a way the Client may use to deliver the payment to Influ2;
h. The “Quarter” means following three-month period starting from the Start Date and each following quarter thereafter.
2.1 EACH PARTY REPRESENTS, WARRANTS, AND COVENANTS THAT:
a. IT HAS THE FULL POWER AND AUTHORITY TO ENTER INTO THE PO, AGREEMENT, TERMS, AND THEIR INTEGRAL PARTS AND TO PERFORM ITS OBLIGATIONS HEREUNDER, WITHOUT THE NEED FOR ANY CONSENTS, APPROVALS, OR IMMUNITIES NOT YET OBTAINED;
b. ITS ACCEPTANCE OF AND PERFORMANCE UNDER THE PO, AGREEMENT, TERMS WILL NOT BREACH ANY AGREEMENT WITH ANY THIRD PARTY, OR ANY OBLIGATION OWED BY IT TO ANY THIRD PARTY; ANDITS PERFORMANCE OF THE PO, AGREEMENT, OR TERMS SHALL ALSO CONSTITUTE ITS FULL ACCEPTANCE TO BE BOUND BY THEIR TERMS;
c. ITS ACCEPTANCE OF THE PO AND THIS AGREEMENT ON BEHALF OF A BUSINESS/OTHER LEGAL ENTITY/AFFILIATE OR GROUP COMPANY PROVES THAT IT IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS/ENTITY TO THE PO AND THIS AGREEMENT;
d. THE SERVICES ARE DEPENDENT UPON THE CLIENT’S COMPLIANCE WITH THE OBLIGATIONS AS SPECIFIED IN THE AGREEMENT AND PO.
2.2 INFLU2 REPRESENTS THAT:
a. IT MAINTAINS APPROPRIATE ADMINISTRATIVE, TECHNICAL AND PHYSICAL SAFEGUARDS TO ENSURE THE SECURITY, CONFIDENTIALITY, AND INTEGRITY OF THE CONTACT LISTS AND OTHER CONFIDENTIAL INFORMATION SUPPLIED TO INFLU2 AGAINST UNAUTHORIZED TRANSMISSION OR USE; AND
b. IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PERFORM THE SERVICES IN ACCORDANCE WITH THE SPECIFICATIONS SET FORTH IN THE RELEVANT PO. IF INFLU2 FAILS TO DO SO AND THE CLIENT NOTIFIES INFLU2 WITHIN THIRTY (30) DAYS OF THE DATE THE SERVICES WERE PERFORMED, INFLU2 SHALL UNDERTAKE AT ITS SOLE OPTION AND AS CLIENT’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY, TO RE-PERFORM THE NON-CONFORMING SERVICES.
2.3 THE CLIENT REPRESENTS THAT:
a. IT SHALL BE RESPONSIBLE FOR ITS EMPLOYEES’, REPRESENTATIVES’, AND CONTRACTORS’ (ENGAGED INTO THE SERVICES USE) COMPLIANCE WITH THE PO, AGREEMENT, AND TERMS (INCLUDING CONTRACTUAL USAGE LIMITATIONS);
b. IT SHALL BE RESPONSIBLE FOR THE ACCURACY, QUALITY, AND LEGALITY OF THE CLIENT’S DATA, HOW THE CLIENT ACQUIRED THE CLIENT’S DATA, ITS USE OF CLIENT’S DATA WITH THE SERVICES, AND PROVIDING ANY REQUIRED NOTICES TO, AND RECEIVING ANY REQUIRED CONSENTS AND AUTHORIZATIONS FROM, PERSONS WHOSE PERSONAL DATA MAY BE INCLUDED IN CLIENT’S DATA;
c. IT SHALL USE THE BEST EFFORTS TO PREVENT UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, AND PROMPTLY NOTIFY INFLU2 OF ANY SUCH UNAUTHORIZED USE OR ACCESS; AND
d. IT SHALL ENSURE THAT THE USE OF THE WEBSITE/PLATFORM IS ONLY IN ACCORDANCE WITH THE AGREEMENT, THE TERMS, AND ALL APPLICABLE LAWS AND GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION APPLICABLE PRIVACY LAWS;
e. ITS COLLECTION, TRANSFER, USE, AND DISCLOSURE OF ALL DATA UNDER THIS AGREEMENT WILL NOT VIOLATE THE RIGHTS OF ANY THIRD PARTY (INCLUDING ANY OF PROSPECTS), APPLICABLE LAW, OR ANY STATEMENTS IN THE CLIENT’S ONLINE PRIVACY NOTICE.
2.4 IN NO EVENT THE CLIENT SHALL USE THE SERVICES IN A MANNER INCONSISTENT WITH ANY AND ALL LAWS AND REGULATIONS APPLICABLE TO THE PO, AGREEMENT, TERMS, THE CLIENT, THE PROSPECTS, OR INFLU2.
2.5 HE WARRANTIES GIVEN IN ARTICLE 2 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
3.1 Subject to Client’s payment of all applicable Fees and compliance herewith, Influ2 provides the Client with the Services. It means that Influ2 integrates programmatic technologies and disparate sources of inventory within a single platform to enable the Client to run advertising campaigns targeted to specific people through the Platform. Influ2 uses proprietary machine learning technology to analyze data on the relevant Third-Party Platforms and place advertising targeted to customers selected by the Client (the “prospect”), tracking and reporting to the Client results of prospects’ engagement.
3.2 Influ2 performs the Services throughout the whole period of the Subscription Term, which the Client may not early terminate. All the time, after its expiration, the Subscription Term automatically renews for successive terms of the same duration if no Party notifies other Party about its decision not to prolong the Subscription Term at least thirty (30) days prior to the end date of the Subscription Term. Influ2 has no obligation to notify the Client when the Subscription Term is running out. During the Subscription Term, the Target Audience Limit provided by the relevant PO may not be downgraded by the Client, but the Client is entitled to upgrade the Target Audience Limit upon a written request any number of times.
3.3 The Client shall provide Influ2 with business information about prospects as set forth in the relevant PO (the “Client’s Data”) in order to have the prospects targeted by Influ2. The Client’s data also mean all data submitted, stored, posted, displayed, or otherwise transmitted by or on behalf of Client to Influ2 in connection with the Services. The Parties agree that owing to the nature of the Services, the Client shall give Influ2 a sufficient amount of the Client’s Data at least five times more (the “factor”) than the number of prospects the Client wishes to target. Still, the factor may vary from the location of the prospects and a business they are engaged in, so the then-current factor shall be subject to separate consideration on a case-by-case basis. Influ2 may suggest the approximate factor in an exact case on the Client’s request.
3.4 As a part of the Services and based on a separate order of the Client, Influ2 may perform the data enrichment in order to augment the Client’s Data (the “Supplementary Data”). Still, such data augmentation will be performed on behalf of the Client and in the Client’s business interest only. The Client shall be a person determining the purposes and means of the processing of the Supplementary Data.
3.5 As between Influ2 and the Client, all right, title, and interest in and to the Client’s Data, the Supplementary Data, and all Intellectual Property Rights in and to the Client’s Content (the “Property”) belong to and are retained solely by Client. The following rules shall apply:
a. The “Client’s Content” includes the Client’s advertisement, background images, trademarks, logos, company names, fonts, hex codes, images, graphics, text, audio, video files, product feeds, and other content in any media and format that the Client provides for use by Influ2 to perform the Services;
b. The “Intellectual Property Rights” means:
c. The Client hereby grants to Influ2 a limited, non-exclusive, royalty-free, and fully-paid, worldwide license to use the Property and perform all acts with respect to the Property as may be necessary for Influ2 to provide the Services, or as otherwise authorized by Client in writing.
3.6 The Client acknowledges, agrees, and warrants that:
a. Neither the Client’s Data nor the Supplementary Data has been and shall be collected for, and is not intended to be indicative of, any person’s employability, creditworthiness, credit standing, credit capacity, or other characteristics related to such person’s manner or mode of living, as listed in Section 603(d) of the Fair Credit Reporting Act (the “FCRA”), 15 USC Section 1681a; and
b. the Client shall not use the Client’s Data and the Supplementary Data as a point in establishing any person’s eligibility for:
c. The Client will use the Services in strict compliance with all laws and regulations, including, without limitation, laws regulating marketing, advertising, security, and privacy, such as the Telephone Consumer Protection Act (including the Telemarketing Sales Rule and “Do Not Call” regulations), the Federal Trade Commission Act, the CAN-SPAM Act of 2003, and all other related federal and state laws and regulations as well as all applicable policies of the relevant Third-Party Platforms.
3.7 Influ2 does not guarantee the accuracy of either the targeting or the engagement metrics. Since the Services are dependent upon Client’s compliance with the obligations as specified herein, including the obligation to provide Influ2 with the sufficient amount of the Client’s Data, the Client’s failure to fulfill the obligations hereunder or the ones reasonably requested by Influ2 (the “Client’s Delay”) may prevent or postpone Influ2’s performance or result in the Influ2’s underperformance hereunder. All the time, if the Client’s Delay causes such results, Influ2 shall not be deemed breaching its obligation under the PO, Agreement, or Terms.
3.8 Before the Start Date, the Client shall comply with all technical and personal data laws, including personal data collection notice, which may include:
a. implementing Influ2’s technologies (it may mean Influ2’s proprietary technology used to provide the Services, including pixels, script, code, tags, cookies, API, dashboards, and/or SDK) on the Client’s end;
b. issuing and posting an online privacy policy/notice as required by applicable privacy laws; and
c. implementing a consent mechanism, if required under applicable privacy laws.
3.9 The Services includes the subscription to the Platform as a place of the Services performance where the Client is entitled to upload the Property, access the reports and statistical data generated through the Client’s use of the Services. Unless otherwise agreed in the relevant PO:
a. The Clients may employ the Platform in accordance with the scope of the license granted to the Client. Accordingly, as a portion of the Services and subject to the Client’s timely payment of the Services Fee, Influ2 grants to the Client, its authorized employees, agents, and independent contractors (engaged into the exercising the Agreement and using the Services on the Client’s end) a personal, non-exclusive, non-assignable, non-sublicensable, non-transferable, limited by means of use license to access and use the Platform during the Subscription Term and solely for the Client’s business operations in the manner permitted by the Agreement, and subject to the use restrictions described in the Terms. Any other use of the Platform and Services by the Client or any person/entity is strictly forbidden and is a violation of the Agreement unless otherwise directly agreed by the Parties;
b. Influ2, its licensors (if any) own all right, title, and interest in and to the Website and Platform (including any and all intellectual property rights therein and thereto), and the Client agrees not to take any action inconsistent with such ownership interests;
c. All access credentials (password and log-in details provided to, or created by, the Client) shall only be used by and for the Client and shall not be shared with any person or entity other than the Client’s employees and contractors who are authorized by the Client to access the account and the Platform and use the Services on Client’s behalf, and have agreed to comply herewith;
d. The Client shall secure its account and promptly notify Influ2 of any breach or suspected breach of security, misuse, or unauthorized access;
e. Influ2 shall not be liable for any loss that the Client may incur due to someone else using the Client’s credentials, either with or without the Client’s knowledge.
3.10 Influ2 may offer the Client additional services upon its request, which may be subject to the terms and conditions of a separate agreement, which the Client will be asked to sign as a condition to such services being provided to the Client.
3.11 Influ2 reserves the right at any time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. The Client agrees that Influ2 shall not be liable to the Client or to any third party for any modification, suspension, or discontinuance of the Services. Should the Services be suspended or discontinued, Influ2 shall refund the Client any remaining prepaid Service Fees by delivering written notice of amounts due to the Client via mail or email and returning the payment.
4.1 In order to perform the Services, Influ2 pursuant to the PO or the Client’s separate request may launch certain advertising campaigns. As part of such activities, Influ2 may set up accounts with social media channels, advertising channels, other media that makes possible targeted ads, and other services through which the campaigns will be conducted (the “Third-Party Platforms”). In that event, these accounts will be owned by and set up in the name of the Client, and Influ2 shall provide the Client with the credentials for all such accounts.
4.2 The Client may choose to use the Service (to target the prospects) with relevant Third-Party Platforms. Use of the Third-Party Platforms is subject to the Client’s agreement with the relevant Third-Party Platforms. Influ2 does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability or how the Third-Party Platforms or their providers use the Client’s Data. If the Client chooses to use the Third-Party Platform with the Service, Influ2 may access and exchange the Client’s Data with the Third-Party Platform on the Client’s behalf. The following terms apply to such activity:
a. If there is a need to create any additional accounts on the Third-Party Platforms on the Client’s behalf and subject to separate consent of the Client, the Client authorizes Influ2 to enter into agreements and/or to make transactions electronically on behalf of the Client, for the purpose of creating, promoting, advertising and managing Client’s Content, and advertising campaigns as agreed between the Parties;
b. If Influ2 accepts any terms of the Third-Party Platforms:
c. The launching of certain advertising campaigns anticipates that Influ2 shall distribute the Client’s Content. The Client acknowledges and agrees that all such content shall identify the Client and not Influ2 as the sponsor of the content/ads;
d. Influ2 is not liable for any loss or damage that the Client’s Content may cause to the Client or others and makes no warranty that any of the Client’s content is accurate or complete;
e. Influ2 is not responsible for screening, policing, editing, or monitoring the Client’s Content and encourages the prospects to use reasonable discretion and caution in evaluating or reviewing any such content;
f. Influ2 is not responsible for moderating the Client’s Content or its changing instead of the Client before the distribution of the Client’s Content. All the Client’s Content will be performed exactly as it was provided to Influ2.
4.3 Since Influ2 is not obliged to check the admissibility of the Client’s Content, the Client shall all the time remain liable for such content and shall not upload, post, display, or transmit any of prohibited materials, including (the “Prohibited Content”):
a. Anything that interferes with or disrupts the Website/Platform or their operation owing to its uploading or transmitting;Statements or material that defames, harasses, abuses, stalks, threatens, intimidates, or in any way violates the rights of others;
b. Unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of others;
c. Statements or material that violates other contractual or fiduciary rights, duties, or agreements;
d. Statements or material that is bigoted, hateful, or racially offensive;
e. Statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction;
f. Statements or material that constitutes anti-competitive collaboration and/or antitrust violations;
g. Statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person;
I. Obscenity, pornography, sexually explicit, political statements or material, statements or material relating to gambling, betting, etc.;
j. Statements or material that harms minors,
k. Statements or material that impersonates any other person or entity, whether actual or fictitious, including employees and representatives of Influ2 or its affiliates;
l. Statements or material that misrepresents the Client’s affiliation with any entity or Influ2 or its affiliates,
m. Anything that violates the privacy or publicity rights of any other person, including, without limitation, posting any personal information;
n. Chain letters or pyramid schemes;
o. Statements or materials that are deceptive or misleading;
p. Statements or material that constitutes junk mail, spam, or unauthorized advertising or promotional materials;
q. Statements or material that is “off-topic” for the initial request of the Client for the Services;
r. Files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website/Platform;
s. Statements or material that does not comply with laws applicable to the Client, the prospects, Influ2 or the Third-Party Platforms, international laws; and
t. Statements or material that does not comply with ad policies or other legal documents of the Third-Party Platforms.
4.4 The Client represents and warrants that it has all rights and permissions necessary to display and distribute the Client’s Content. The Client is restricted from the use of the Prohibited Content.
4.5 The Client additionally further represents and warrants that the Client’s Content:
a. Is accurate and does not violate the PO, Agreement, Terms, and ad policies of the relevant Third-Party Platforms;
b. Shall not cause injury to any person or entity, and that it does not violate any third party’s proprietary, statutory, or common law rights;
c. Complies with all applicable laws and regulations; and
d. Does not infringe, misappropriate, or otherwise violate any copyright, patent, trademark, service mark, trade secret, or other intellectual property rights of any third party; does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.
4.6 Influ2 reserves the right to remove and reject any of the Client’s Content:
a. In connection with the Client’s failure to timely pay any fees hereunder;
b. For violation of applicable laws or rights of third-parties, as may be determined in Influ2’s discretion;
c. For violation of the PO, Agreement, Terms, or ad policies of the relevant Third-Party Platforms;
d. If Influ2 concludes that the Client’s Content negatively affects its relationship with its clients, affiliates, suppliers, or that promotes content, services, or activities, or it is contrary to Influ2’s competitive position, interests, or advertising philosophy.
4.7 To the fullest extent permitted by law, Influ2 disclaims all guarantees regarding the Client’s Content positioning, quality or timing of ad impressions, click-through rates, quantity or delivery of ad impressions, any user actions related to the Client’s Content, conversions, sales, the accuracy of data and the placement of ads. Placement of the Client’s Content on any specific website is not guaranteed. Influ2 makes no representations as to the expected performance of the Client’s advertising campaigns or any other anticipated benefits related to the use of the Services or that the Services are suitable for the Client’s intended purpose.
5.1 The Services are provided by Influ2 in consideration of the Services Fee payable in advance in accordance with the relevant PO:
a. The Services Fee includes the Monthly Fee (as set forth in the relevant PO) and other Services fees;
b. The Services Fee shall be paid by the Client in the amount and at the rates specified in the applicable PO, or if no rate or amount is specified, at Influ2’s then-current rates and in accordance with the invoicing and payment terms set forth herein;
c. The Services shall be paid no late than five (5) calendar days prior to the start of the Services performance;
d. If otherwise is not outlined in the relevant PO, the Services Fee shall be quarterly prepaid;
e. The Client shall reimburse Influ2 for any pre-approved (in writing) expenses incurred by Influ2 in the course of performance of the Services. Charges for expense reimbursement may be invoiced monthly in arrears. Unless otherwise agreed, amounts set forth on any invoice issued under this subsection are due within ten (10) business days following the invoice date;
f. No fees and amounts payable hereunder are refundable as otherwise provided by the relevant PO. It also means that there are no refunds offered:
g. The Client is entitled to appoint a third party to process the Services Fee with the following notification sent to Influ2. If the monies are received by Influ2 from such third party, preliminary specified by the Client, a relevant payment obligation of the Client hereunder shall be considered properly fulfilled;
h. If the Client owes Influ2 any unpaid fees, Influ2 may suspend the Client’s access to the Services without prior notice until it’s paid in full. The suspension does not relieve the Client of its obligation to pay the Monthly Fees even though the Client may not use the Services.
5.2 All respective fees, commissions, and deductions associated with the transfer of the amounts stated herein or in relation hereto, including, without limitation, fees and disbursements of financial institutions, including banks, payment systems, etc. (the “Commission Fee”), shall be paid by the Client. To avoid any doubts, no amount payable to Influ2 hereunder shall be reduced by the Commission Fee.
5.3 All fees and rates mentioned in the PO are net amounts and exclusive of any applicable taxes (other than Influ2 corporate income tax), duties, levies, or similar extra charges, including any kind of withholding taxes whether arising out of an international treaty or national legislation. The Client is obligated to inform Influ2 about the applicability of all possible taxes, duties, levies, or other deductions applicable in the Client’s jurisdiction, and the net invoice amount will be increased respectively. If the Client fails to provide the required information, Influ2 will assume no responsibility, and the Client will compensate for any necessary expenses.
5.4 Without limiting Influ2’s remedies, Influ2 may charge interest on overdue fees from the due date up to the date of actual payment at a monthly rate of 1.5% or the highest rate permitted by applicable law, whichever is less. The Client shall reimburse Influ2 for expenses and recovery costs incurred in collecting any past due fees, including reasonable attorneys’ fees and costs of collection.
5.5 Influ2 may set off any liability owed to the Client against any liability for which Influ2 reasonably determines the Client is liable to Influ2, related to Services hereunder.
5.6 Any claims or disputes relating to fees hereunder shall be sent to Influ2 in writing within thirty (30) days of the billing date or will be waived by the Client.
6.1 Influ2 has implemented and will maintain and follow appropriate technical and organizational measures intended to protect information operated by Influ2 against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction. The Client will ensure that all information provided is current and accurate.
6.2 If Influ2 becomes aware of any unlawful access to any Client’s data stored on Influ2’s equipment or in Influ2’s facility, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of the Client’s Data (the “Security Incident”), Influ2 will notify the Client of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency) and take commercially reasonable steps to comply with its obligations under applicable privacy laws relating to responding to the Security Incident. Influ2’s obligation to report or respond to the Security Incident hereunder is not an acknowledgment by Influ2 of any fault or liability with respect to the Security Incident. The Client shall notify Influ2 without undue delay about any possible misuse of its accounts or authentication credentials or any security incident related to the Platform.
6.3 To the extent Influ2 processes any personal data on the Client’s behalf that is subject to the GDPR, and the parties have not executed a separate data processing agreement that complies with Article 28 of the GDPR, the terms of the Data Processing Agreement (GDPR), located on the Influ2’s website are incorporated by reference and shall apply.
6.4 To the extent Influ2 receives personal data on the Client’s behalf that is subject to the applicable privacy laws, Influ2:
a. Certifies that it understands and will comply with its obligations as a service provider (data processor, third party, etc.) under the applicable privacy laws; and
b. Shall not:
6.5 The Client is responsible for ensuring its compliance with the requirements of the applicable privacy laws in its use of the Services and Platform and its own processing of personal data.
7.1 The “Confidential Information” means information disclosed hereunder that is designated by the disclosing party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Influ2’s Confidential Information includes the terms and conditions of this Agreement, Terms, and PO, any technical or performance information about the Service and the Platform.
7.2 As receiving party, each party shall:
a. Hold in confidence and not disclose the Confidential Information to third parties except as permitted herein; and
b. Use the Confidential Information only to fulfill its obligations and exercise its rights in this Agreement.
7.3 The receiving party may disclose the Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with the article and they are bound to confidentiality obligations no less protective than under this article. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
7.4 These confidentiality obligations do not apply to information that the receiving party can document:
a. Is or becomes public knowledge through no fault of the receiving party;
b. It rightfully knew or possessed prior to receipt under this Agreement;
c. It rightfully received from a third party without breach of confidentiality obligations; or
d. It independently developed without using the disclosing party’s Confidential Information.
7.5 Unauthorized use or disclosure of the Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach hereof.
7.6 These confidentiality obligations shall be in place during the term of the Agreement and two (2) years thereafter.
7.7 If the Client tends to hire any Influ2’s employee within the term of the Agreement and one (1) year thereafter, and if approve such hiring in writing before the offer to an Influ2’s employee is made, the Client shall pay to Influ2 as liquidated damages, not as a fine or penalty, an amount equal to the solicited employee’s current monthly salary multiplied by the number of months that the relevant solicited employee has been employed by Influ2, but in no case more than $100,000. The Client consents that the liquidated damages formula reasonably represents Influ2’s actual monetary damages arising from the loss of its investment in the recruiting, training, and educating of the solicited employee and their replacement.
7.8 Nothing herein shall preclude Influ2 from enforcing any other legal or equitable remedies it may have upon Client’s breach of this article, including injunctive relief. Such other remedies may be enforced as additional protection measures.
8.1 The Parties agree to comply with applicable U.S. Government, EU, and UN export and re-export laws, regulations, and requirements. The Client further certifies that it shall not export or re-export directly or indirectly products or technical information that may be subject to such requirements, to any location, or to any end-user, or for any end-use, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance therewith.
8.2 Without limiting the foregoing, the Client specifically agrees that it will not export or re-export any export or re-export directly or indirectly products or technical information to:
a. Any Group E country listed in Supplement No.1 to Part 740 and the Crimea Region of Ukraine; or
b. Any company, entity, or person listed as a party of concern found here; or
c. For any parties related to the development, production, or use of nuclear, chemical, or biological weapons or missiles.
8.3 The Parties warrant and represent that neither Party:
a. Is a Sanctioned Person. For purposes of this Agreement, the “Sanctioned Person” means:
b. Has any assets in Sanctioned Countries. For purposes of this Agreement, the “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and available here, or as otherwise published from time to time;
c. Derives any operating income from investments in or transactions with Sanctioned Persons or Sanctioned Countries.
8.4 No part of the proceeds of any borrowing hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in, or make any payments to a Sanctioned Person or a Sanctioned Country.
8.5 The Parties shall comply in all material respects with any and all environmental laws including, without limitation, all environmental laws in jurisdictions in which the Party owns or operates a facility or site, arranges for disposal or treatment of hazardous substances, solid waste, or other wastes, accepts for transport any hazardous substances, solid waste or other wastes or holds any interest in real property or otherwise, except where any requirement of any environmental law is being contested in good faith, or a bona fide dispute exists with respect thereto.
8.6 Each Party affirms its compliance with the Modern Slavery Act 2015 (the “Act”) and associated guidance to the maximum extent that the Act applies to the Party. Each Party confirms:
a. That the Party has read, is familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act; and
b. The Party carries out regular, meaningful, and comprehensive due diligence procedures and has internal policies in place to address any suspected human rights abuse in its business and group where applicable.
8.7 The Parties agree to:
a. Comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption;
b. Not engage in any activity, practice, or conduct which would constitute an offense under applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption;
c. Have and shall maintain in place throughout the term hereof its own policies and procedures, including adequate procedures under applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption, to ensure compliance with these laws and will enforce them where appropriate;
d. Promptly report to the other party any request or demand for any undue financial or other advantages of any kind received in connection with the performance of the agreement; immediately notify the other party in writing if a foreign public official becomes an officer or employee of the party or acquires a direct or indirect interest in the party;
e. For the purpose of this section, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption. For the purposes of this section, a person associated with a party includes any subcontractor of the party.
9.1 Influ2 controls and operates the Services from various locations and makes no representation that the Services are appropriate or available for use in all locations. Services may not be available in the Client’s location or may vary across locations.
9.2 THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. INFLU2 AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT:
a. THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION;
b. ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR
c. THE RESULTS OF USING THE SERVICES WILL MEET THE CLIENT’S REQUIREMENTS. THE CLIENT’S USE OF THE SERVICES IS SOLELY AT ITS OWN RISK.
9.3 INFLU2 WILL HAVE NO LIABILITY TO THE CLIENT IN CONNECTION WITH:
a. CLIENT’S FAILURE TO PROVIDE NOTICES TO, OR OBTAIN CONSENTS FROM, ITS END USERS REGARDING ITS PRIVACY PRACTICES OR THE SERVICES DESCRIBED HEREIN WHICH ARE REQUIRED BY APPLICABLE LAW;
b. CLIENT’S COLLECTION, USE, OR DISCLOSURE OF DATA AS CONTEMPLATED IN THIS AGREEMENT; OR
c. DATA SECURITY OR DATA USE IF INFLU2 ACTS IN ACCORDANCE WITH THE CLIENT’S INSTRUCTIONS.
9.4 INFLU2 WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS AGREEMENT, EVEN IF INFLU2 IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.5 UNDER NO CIRCUMSTANCES WILL INFLU2’S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE CLIENT TO INFLU2 UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
9.6 SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.
10.1 The Client shall defend, indemnify, and hold harmless Influ2 and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third party arising out of:
a. The Client’s use of the Services;
b. The Client’s breach of the Agreement;
c. The Client’s infringement, misappropriation, or violation of applicable law or any third-party rights (including intellectual property, property, privacy, or publicity rights); and
d. The Client’s Content, Property, or any other data provided by the Client in connection with the Services.
10.2 The Influ2 shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs from any claim or demand by a third party arising out of:
a. Influ2’s breach of the Agreement;
b. Third-party copyright claims caused by the Client’s use of the Website/Platform in accordance herewith.
10.3 The indemnified Party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that:
a. Any settlement requiring the indemnified Party to admit liability or pay any amount (not covered by the indemnifying party) requires the prior written consent of the indemnified Party, not to be unreasonably withheld or delayed; and
b. The indemnified party may join in the defense with its own counsel at its own expense.
11.1 This Agreement will remain in full force and effect while the Client uses the Services but not less than to the expiration date of the Subscription Term. The Subscription Terms may not be early terminated by the Client.
11.2 Influ2 may suspend or terminate the Client’s access to or use of the Services, Platform and terminate the Client’s account for the Client’s breach of this Agreement or if Influ2 believes that the Client is competing with Influ2 or abusing/disparaging Influ2, its business reputation and/or our Services in any way or Influ2 has reasonable suspicions that the cooperation with the Client may cause business reputation losses. The Client acknowledges and agrees that once Influ2 deletes the Client’s account, all the Property as well as data on the Services may be deleted or lost and may not be recoverable. In case of suspension/termination, no paid fees are refundable.
11.3 Articles 4, 7, 9-10 hereof shall survive termination or expiration of the Agreement.
11.4 Expiration of the Agreement, PO, or the Subscription Term leads to termination of access to the features of the Platform. Nevertheless, the Client may use the Website as the user then. Moreover, the Client does not lose access to the account and the data stored therein.
11.5 If any portion of this Agreement is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Agreement, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible.
12.1 PLEASE READ THIS ARTICLE CAREFULLY, AS IT INVOLVES A WAIVER OF CERTAIN RIGHTS TO BRING LEGAL PROCEEDINGS, INCLUDING AS A CLASS ACTION FOR RESIDENTS OF THE U.S.
12.2 This Section 12 hereof prevails on the Section 6 of the Terms. This means that the dispute resolution rules and other provisions hereof shall be exclusively applied to the relations between the Client and Influ2.
12.3 The Parties hereby outline that the multi-tier dispute resolution process set out by this Article 12 hereof shall apply to any dispute, controversy, or claim arising out hereof or relating in any way hereto or any of the PO placed in accordance with this Agreement, as well as to the interpretation, enforceability, performance, breach, termination, or validity thereof (the “Dispute”) as follows.
a. Negotiations. The Parties shall attempt in good faith to resolve all the Disputes promptly by written negotiation. The Parties desire to address the any concerns without resorting to formal legal proceedings:
b. Litigation. If the Client is an entity registered in the USA or established, recognized, or authorized in accordance with US federal law or the law of a any US State, the Parties agree that any judicial proceeding to resolve Dispute shall be brought in the federal or state courts located in New York, NY, USA. The Client and Influ2 consent to venue and personal jurisdiction in such courts. Notwithstanding the above, the Client and Influ2 agree that the Parties alternatively may attend any litigation proceedings telephonically or videographically;
c. Arbitration. This Section 12.3(c) applies when the Client is not a US entity. Once the Party initiates a dispute resolution by the Arbitration, the Disputes is submitted to final and binding Arbitration administered by the International Centre for Dispute Resolution (the “ICDR”) of the American Arbitration Association (the “AAA”) in accordance with its International Arbitration Rules in effect at the time of the Dispute (the “Rules”), except as modified herein:
12.4 Both Parties agree to resolve the Dispute on an individual basis, and that any Disputes shall be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
12.5 The Agreement and the PO are governed by thematerial law of the State of California, USA, except for its conflicts of laws principles unless otherwise required by a mandatory law of any other jurisdiction.
12.6 In the event that any part or portion of the Agreement is found to be, or otherwise is, illegal, void, or unenforceable, this Article 12 hereof shall constitute the separate and independent arbitration agreement between the Parties. In the event that any part or portion of Article 12 hereof is found to be, or otherwise is, illegal, void, or unenforceable, the remainder of this Article 12 hereof, including the Parties’ agreement to submit their Disputes to Arbitration, will continue in full force and effect and the application of such parts or portions to other circumstances will be interpreted so as reasonably to effect the intent of the Parties.
13.1 The Agreement constitutes the full agreement between the Parties. A reference to the Agreement means a reference to any and all of its integral parts.
13.2 This version of the Agreement supersedes any other agreements between the Parties regarding the subject matter of the Agreement, as well as all previous versions of the Agreement. If any provision hereof (article or a provision of such an article) is invalidated, this does not affect other provisions of the Agreement and shall be changed, edited, or interpreted in such a way as to contain more actual and relevant meaning for the purposes of the Agreement.
13.3 Nothing herein is intended to establish any form of partnership, recruitment, or joint venture between the Parties. The Parties are not agents. Neither the Client nor Influ2 can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other. Nothing in the Agreement creates obligations for third parties. No third party is bound by the Terms.
13.4 The headings in the Agreement are intended to make it easier to understand. The headings do not affect the content and meaning of the provisions placed under the specific headings. Headings are not to be used to interpret the terms of the Agreement.
13.5 The Agreement is an electronic agreement. The electronic form hereof has the same legal effect as if it were signed using a physical signature.
13.6 Influ2 may independently and without the Client’s prior consent from time-to-time change, supplement or otherwise modify the Agreement (and any integral part of it) or any functionality of the Website/Platform, so please periodically check this page and test the Website/Platform to make sure the Client agree with all changes. If the Client continues to use the Website/Platform, Influ2 shall assume that the Client has accepted the changes unless Influ2 are required to obtain the Client’s explicit consent to such changes under applicable law.
13.7 Except as otherwise agreed by the Parties, Influ2 reserves the right to use subcontractors to perform the Services. Influ2 will be responsible for the performance of any such sub-contractors.
13.8 The Client agrees to reasonably consider participation in a press release announcing its use of the Service (with any such release to require prior written approval of each party). In any event, the Client agrees that Influ2 may use Client’s name and logo in customer lists on Influ2’s website and in Influ2’s promotional materials (any such activity to cease upon written request by the Client).
13.9 The Client agrees that a breach of the Agreement shall cause irreparable injury to Influ2 for which monetary damages would not be an adequate remedy and Influ2 shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
13.10 This section applies to California Residents only. If the Client is a California resident, in accordance with Cal. Civ. Code §1789.3, the Client may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. The Client may all the time get the “.pdf” copy of these Terms, Privacy or Cookies Policy as well as other legal documents placed on the Website by sending the relevant request to info@influ2.com or legal@influ2.com . Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Influ2 must be addressed to our agent for notice and sent via certified mail to: Influ2 Inc., 1250 Borregas Ave #44, Sunnyvale, CA94089.
13.11 All notices to Influ2 shall be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), email, or as otherwise specified by Influ2.
13.12 Legal notices to Influ2 shall be sent to legal@influ2.com. Notices to users shall be sent to the account email address on file and/or posted on the Website/Platform and are deemed effective when sent or posted. The notices may also be sent to the email address which has been ever used for communication with Influ2.
13.13 Legal Info for Correspondence: Influ2 Inc., 1250 Borregas Ave #44, Sunnyvale, CA940