Last Updated: December 22, 2016
The Platform is provided solely (the "Permitted Use") to: (1) assist you in gathering information about the various types of Campaigns available on the Platform, including profiles, price quotes, and other information (each, a "Campaign Profile"); (2) enable you to post information regarding yourself and your social media (each, a "Creator Profile"); (3) post reviews of Brands; (4) facilitate communication with Brands with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments between you and the Brand under a Campaign Agreement ("Platform Services").
Withfluence reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Campaigns, Campaign Profiles and types of Campaigns, and reviews of Campaigns and Brands) contained on or provided through the Platform (the "Content") at any time, and from time to time.
Use of the Platform
You will be required to successfully sign up for a user account (the "User Account") using the available interfaces at the Platform and be issued with a username and password login credentials by Withfluence ("User ID") in order to use the Platform and communicate with Influencers through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of Withfluence, including account names. Withfluence reserves the right to disable any User Account issued to you at any time in Withfluence's sole discretion. If Withfluence disables access to a User Account issued to you, you may be prevented from accessing Withfluence, your account details or any Campaigns that are associated with your account.
Term and Termination
Campaign Agreements with Brands
Reviews and Comments
Withfluence takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Withfluence has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.
You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Withfluence may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.
All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Withfluence and are protected by copyright, trade-mark and other intellectual property laws.
All contents of the Withfluence website are: Copyright 2016-2017 Withfluence Inc.
Please note that Influencers may have additional privacy policies or statements which govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Withfluence that you have familiarized yourself and agree with those privacy policies or statements imposed by any Creator with whom you elect to deal through the Platform.
No Unlawful or Prohibited Use
You shall not, without Withfluence's prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to: (a) "frame", "mirror" or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website; (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform; (d) take any action that imposes, or may impose, in Withfluence's discretion, an unreasonable or disproportionately large load on the Platform; (e) deep-link to any portion of the Platform for any purpose; (e) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or the Content; (f) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign (g) use the Platform or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein; (h) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform; (i) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content; (j) create derivative works based on the Platform or the Content, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content; (k) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or (l) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by Withfluence in its sole discretion.
Third Party Websites
The Platform may provide links to third party websites. Withfluence does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Withfluence's control, and if you choose to access any such web site, you do so entirely at your own risk.
The downloading and viewing of Content is done at your own risk. Withfluence cannot and does not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.
Communications Not Confidential
Withfluence does not guarantee the confidentiality of any communications made by you through the Platform. Although Withfluence generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Withfluence cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Campaigns.
DISCLAIMER AND LIMITATION OF LIABILITY
THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. Withfluence DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. Withfluence DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, Withfluence EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.
CREATOR AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND Withfluence DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. Withfluence MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC Influencers, CAMPAIGNS OR TYPES OF CAMPAIGNS.
TO THE FULLEST EXTENT PERMITTED BY LAW, Withfluence DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL Withfluence BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT Withfluence IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY CAMPAIGN AGREEMENT.
Influencers MARKETING THEIR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF Withfluence. Withfluence IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY Influencers OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR CAMPAIGNS CREATED BY Influencers. FOR GREATER CERTAINTY, Withfluence IS NOT LIABLE FOR ANY PROPERTY LOSS, WHETHER MONETARY OR PHYSICAL GOODS, RESULTING FROM A CAMPAIGN AGREEMENT.
The limitation above reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.
You shall defend, indemnify and hold harmless Withfluence and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:
Geographic Application of the Platform
Not all of the Influencers, Campaigns and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.
Governing Law and Jurisdiction
Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Platform or the Content.
Entire Agreement, Waiver and Sever-ability