Terms & Conditions

Influreply Platform Influencer Terms of Use

Last Updated: April 28, 2019

THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER

The following terms of use (the “Terms of Use”) govern your access to and use of (1) the Influreply website located at http://www.influreply.com (the “Website”), (2) the Influreply online platform facilitating the matching of persons offering to create promotional online media content (each, an “Influencer”) and Campaign Initiators (as defined below), and (3) all other services provided by Influreply, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between Influreply Inc. (“Influreply”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity visiting the Platform, browsing or otherwise using the Platform, or communicating with individuals or businesses registered with Influreply (each, a “Campaign Initiator”) for the purpose of creating promotional online media content for your products or services (each, a “Campaign”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various types of Campaign opportunities and Campaign Initiators available on the Platform, including profiles, price ranges, and Campaign descriptions (each, a “Campaign Initiator Profile”); (2) enable you to post information regarding yourself and to respond to any Campaign opportunities; (3) post reviews of Campaign Initiators; (4) facilitate communication with Campaign Initiators with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from the Campaign Initiator to you under a Campaign Agreement (“Platform Services”).

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Influreply reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Influreply reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Campaign Initiators, Campaign Initiator Profiles, types of Campaigns, and reviews of Campaigns and Campaign Initiators) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.

Influreply retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Influreply.

License Grants

Subject to these Terms of Use, Influreply grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to Influreply a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records, and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Influreply’s reasonable audit and data retention policies.

User Account

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 Influreply (“User ID”) in order to use the Platform and communicate with Campaign Initiators 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 Influreply, including account names. Influreply reserves the right to disable any User Account issued to you at any time in Influreply’s sole discretion. If Influreply disables access to a User Account issued to you, you may be prevented from accessing Influreply, your account details or any Campaigns that are associated with your account.

Term and Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at contact@influreply.com Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Campaign Agreements with Campaign Initiators

The Platform permits you to view the Campaign Initiator Profiles of Campaign Initiators who have registered on our Platform and have chosen to allow you to view their Campaign Initiator Profiles. If a Campaign Initiator selects you for a Campaign through the Platform, you may separately enter into an agreement with that Campaign Initiator on such terms and conditions as may be agreed to between you and that Campaign Initiator (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services you will provide to the Campaign Initiator, (b) payment terms, and (c) any other terms and conditions as communicated between you and the Campaign Initiator through this Platform or otherwise. You understand that you are performing services for the Campaign Initiator, and not Influreply, and that Influreply is not a party to and will be in no way responsible for the performance of either you or the Campaign Initiator under any Campaign Agreement, except for facilitating the transmission of payment from the Campaign Initiator to you on their instructions in accordance with these Terms of Use. You further understand and agree that any content submitted through the Platform pursuant to a Campaign Agreement and accepted by a Campaign Initiator shall remain publicly accessible through your social media account(s) (as specified in the Campaign Agreement) for a minimum of six (6) months, or such greater term as specified in the Campaign Agreement. Influreply does not make any representations or warranties of any kind in respect of a Campaign Initiator or a Campaign Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

Facilitated Payments Withholding Consent

If Influreply facilitates the transmission of any payments from the Campaign Initiator to you in connection with a Campaign Agreement (each, a “Facilitated Payment”), Influreply may in its sole discretion withhold from any such Facilitated Payment any amounts that are payable to Influreply by the applicable Campaign Initiator in connection with that Campaign Agreement. Influreply is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Influreply reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Influreply determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Influreply is required to cooperate with law enforcement.

Six Month Exclusivity

For a period of six (6) months commencing on the later of: (i) the date when you last communicated with a Campaign Initiator in respect of a Campaign, whether through the Platform or otherwise, and (ii) the execution date of a Campaign Agreement entered into with a Campaign Initiator (the “Commencement Date”), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Campaign Initiator for the creation of any promotional media content, subject to the following exemptions:

The agreement you are entering into with the Campaign Initiator is a Campaign Agreement, in respect of which Influreply will receive a fee as provided for thereunder; or

You were engaged in good-faith negotiations with the Campaign Initiator for the creation of that promotional media content on or before the Commencement Date; or

You are renewing a pre-existing agreement with the Campaign Initiator that expired after the Commencement Date.

Reviews and Comments

By submitting content to the Platform or Influreply, including any Campaign Initiator or Campaign reviews, content, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Influreply and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Influreply may choose, but is not required, to provide attribution of your Submissions (for example, listing your name and city on a Campaign Initiator or Campaign review that you submit) at our discretion, and that such submissions may be shared with Campaign Initiators and others using our Platform. You further grant Influreply the right to pursue at law any person or entity that violates your or Influreply’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

Influreply takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Influreply 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 acknowledge that Influreply may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Ownership

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 Influreply and are protected by copyright, trademark and other intellectual property laws.

Influreply expressly reserves all rights in the Platform and all materials provided by Influreply in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Influreply in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Influreply (or third party suppliers, if applicable), and that the Platform and all materials provided by Influreply hereunder are licensed and not “sold” to you.

All contents of the Influreply website are: © 2019 Influreply Inc.

Privacy Policy

Please visit https://influreply.com/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

Please note that Campaign Initiators may have additional privacy policies or statements that 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 Influreply that you have familiarized yourself and agree with those privacy policies or statements imposed by any Campaign Initiator with whom you elect to deal through the Platform.

No Unlawful or Prohibited Use

You shall not, without Influreply’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 Influreply’s discretion, an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) 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;

(g) 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

(h) 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;

(i) 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;

(j) 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;

(k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;

(l) 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

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined by Influreply in its sole discretion,

(n) post, upload, publish, submit or transmit any Content that:

(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iii) is fraudulent, false, misleading or deceptive;

(iv) is defamatory, obscene, pornographic, vulgar or offensive;

(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

(vii) promotes illegal or harmful activities or substances.

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 Influreply may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Clear and Prominent Disclosure of Material Connections With Campaign Initiator

You are required to follow the Federal Trade Commission’s Endorsement Guides . In the event a Campaign Initiator engages you for a Campaign, you understand and agree that you are required to clearly and conspicuously disclose any material connection between you and the Campaign Initiator. Material connections include, but are not necessarily limited to, the Campaign Initiator providing you with something of value, such as free use of products or services. In general, disclosures should be:

  • in clear and unambiguous language;
  • as close as possible to the native ads to which they relate;
  • in the same medium as the ad, for instance, in the video or in the Twitter post;
  • in a font and color that’s easy to read;
  • in a shade that stands out against the background;
  • for video ads, on the screen long enough to be noticed, read, and understood; and
  • for audio disclosures, read at a cadence that’s easy for consumers to follow and in words, consumers will understand

As an Influencer, it is your responsibility to understand and abide by the requirement imposed on you by the FTC and to ensure that a clear and conspicuous disclosure is made each and every time you create content for a Campaign.

If Influreply learns of Campaigns you create that does not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you to add appropriate disclosures, and we may require you to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in your Campaigns, or your failure to add disclosures upon request by Influreply, may result in termination of your account.

Third Party Websites

The Platform may provide links to third party websites. Influreply 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 Influreply’s control, and if you choose to access any such web site, you do so entirely at your own risk.

Influreply may enable you to link your User Account with a valid account on a third party social networking, email or content service such as YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing Influreply to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Influreply and/or grant Influreply access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Influreply to pay any fees or making Influreply subject to any usage limitations imposed by such third-party service providers.

By granting Influreply access to any Third-Party Accounts, you understand that Influreply may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible (“Content”) that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Influreply Platform via your User Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your User Account on the Influreply Platform. You hereby authorize Influreply to retrieve information from, and submit information to, such Third Party Services at your request; and to provide Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or Influreply’s access to such Third-Party Account is terminated by the third-party service provider, then TPS Content will no longer be available on and through the Influreply Materials. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not actually store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorized such collection and storage.

Relationship with Third-Party Services . PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND INFLUREPLY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Influreply makes no effort to review any TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Influreply is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such Third Party Service.

We may hire other companies to perform certain business-related functions such as processing payments on our behalf. Our payment processing partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and date of birth) for the purpose of making payment through its financial institutions and complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with payment. Any information provided to our third party will be confidential and only be used for intended purposes.

Viruses

The downloading and viewing of Content is done at your own risk. Influreply 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

Influreply does not guarantee the confidentiality of any communications made by you through the Platform. Although Influreply 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 Influreply 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. INFLUREPLY 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. INFLUREPLY DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, INFLUREPLY EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.

BUSINESS AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND INFLUREPLY DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. INFLUREPLY MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC BUSINESSES, CAMPAIGNS OR TYPES OF CAMPAIGNS.

TO THE FULLEST EXTENT PERMITTED BY LAW, INFLUREPLY 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 INFLUREPLY 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 INFLUREPLY 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.

BUSINESSES ENGAGING YOUR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF INFLUREPLY. INFLUREPLY IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY BUSINESSES OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CAMPAIGNS OR CAMPAIGN AGREEMENTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF INFLUREPLY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, INCLUDING FROM A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED ONE HUNDRED DOLLARS ($100) OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitations above reflect 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.

Limitations Period. YOU AND INFLUREPLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE INFLUREPLY WEBSITE, THE SERVICES OR THE CAMPAIGNS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Indemnification

You shall defend, indemnify and hold harmless Influreply 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: (a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein; (b) your violation of any law (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Platform; (d) breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or (d) the use of any media content created by you, Campaign Initiators or third parties in connection with a Campaign by you, Campaign Initiators or by any third party acting on your behalf or with your permission.

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

These Terms of Use and any action related thereto shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between Influreply and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Influreply with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Influreply’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Influreply. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Use shall prevail; provided that, if you are also a Campaign Initiator registered on the Platform, the terms of use applicable to Campaign Initiators will govern your relationship with Influreply in that respect.

It is the express wish of the parties that these Terms of Use and all related documents be drawn up in English.

International Provisions

The following provisions shall apply only if you are located in the countries listed below.

United Kingdom . A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

Germany . Notwithstanding anything to the contrary herein Influreply is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).

Influreply Platform Campaign Initiators Terms of Use

Last Updated: May 01, 2019

The following terms of use (the “Terms of Use”) govern your access to and use of (1) the Influreply website located at http://www.influreply.com (the “Website”), (2) the Influreply online platform facilitating the matching of Influencers (as defined below) and other users (each, a “Campaign Initiator”) interested in retaining an Influencer to create promotional online media content, and (3) all other services provided by Influreply, as described on the Website (collectively, the “Platform”). These Terms of Use form an agreement between Influreply Inc. (“Influreply”, “us”, “we”, “our”) and you. The term “you” refers to the person or entity (including, but not limited to Campaign Initiators) visiting the Platform, browsing or otherwise using the Platform, or communicating with content creators registered with Influreply (each content creator registered with Influreply is referred to herein as an “Influencer”) for the purpose of creating promotional online media content for your products or services (each, a “Campaign”). By accessing and using (the term “use” when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the “Permitted Use”) to: (1) assist you in gathering information about the various types of Campaigns and Influencers available on the Platform, including profiles, price quotes, and videos of Influencers (each, an “Influencer Profile”); (2) enable you to post information regarding yourself and your Campaign request; (3) post reviews of Influencers; (4) facilitate communication with Influencers with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from you to the Influencer under a Campaign Agreement (“Platform Services”).

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Influreply reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

Influreply reserves the right to change any information, material or content (including, but not limited to, price, features, availability of Influencers, Influencer Profiles and types of Campaigns, and reviews of Campaigns and Influencers) contained on or provided through the Platform (the “Content”) at any time, and from time to time, without notice.

Use of the Platform

As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.

Influreply retains the right, at its sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon request by Influreply.

License Grants

Subject to these Terms of Use, Influreply grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

Subject to these Terms of Use, you grant to Influreply a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records, and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) Influreply’s reasonable audit and data retention policies.

User Account

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 Influreply (“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 Influreply, including account names. Influreply reserves the right to disable any User Account issued to you at any time in Influreply’s sole discretion. If Influreply disables access to a User Account issued to you, you may be prevented from accessing Influreply, your account details or any Campaigns that are associated with your account.

Term and Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at contact@influreply.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. Furthermore, any Campaign Agreement shall be subject to the cancellation and payment provisions as specified in such Campaign Agreement.

Campaign Agreements with Influencers

The Platform permits you to view the Influencer Profiles of Influencers who have registered on our Platform and have chosen to allow you to view their Influencer Profiles. If you select an Influencer for a Campaign through the Platform, you may separately enter into an agreement with that Influencer on such terms and conditions as may be agreed to between you and that Influencer (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services to be provided by the Influencer, (b) payment terms, and (c) any other terms and conditions as communicated between you and the Influencer through this Platform or otherwise. You understand that you are engaging the Influencer you select and not Influreply, and that Influreply is not a party to and will be in no way responsible for the performance of either you or the Influencer under any Campaign Agreements, except for facilitating the transmission of payment from you to the Influencer on your instructions in accordance with these Terms of Use. Influreply does not make any representations or warranties of any kind in respect of an Influencer or a Campaign Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Campaign Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

If you enter into a Campaign Agreement other than through the use of the Platform, you will notify Influreply within seven (7) days of the date of such Campaign Agreement.

Any Campaign Agreement may be terminated by you within 72 hours without fee or penalty. Thereafter, the termination of any Campaign Agreement will result in a fee equal to twenty five percent (25%) of the total Campaign Agreement fee, provided that if any Influencer has delivered any content pursuant to the Campaign Agreement, you will be charged an amount equal to one hundred percent (100%) of such Influencer’s content creation fee, plus twenty-five percent (25%) of the total amount of the Campaign Agreement.

Fees and Payment

You shall pay Influreply a fee (0-10%) of the amounts payable by you in connection with each Campaign Agreement or, if no amounts are payable by you in connection with a Campaign Agreement, you shall pay Influreply an amount as determined by the then current fee schedule that can be found on our Website (the “Fee”). If you make any payments in connection with a Campaign Agreement other than through the Platform or Influreply, you shall pay Influreply the Fee within fifteen (15) days of such payment. You will pay Influreply the Fee even if the Influencer fails to perform fully or partially under the Campaign Agreement.

Influreply may facilitate the transmission of payments from you to the Influencer in connection with a Campaign Agreement (“Facilitated Payment”). You hereby authorize Influreply to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the Influencer on your instructions. Influreply is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Influreply reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Influreply determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Influreply is required to cooperate with law enforcement.

Six Month Exclusivity

For a period of six (6) months commencing on the later of: (i) the date when you last communicated with an Influencer in respect of a Campaign, whether through the Platform or otherwise, and (ii) the execution date of a Campaign Agreement entered into with an Influencer (the “Commencement Date”), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Influencer for the creation of any promotional media content, subject to the following exemptions:

The agreement you are entering into with the Influencer is a Campaign Agreement, in respect of which Influreply will receive a Fee as provided for hereunder; or

You were engaged in good-faith negotiations with the Influencer for the creation of that promotional media content on or before the Commencement Date; or

You are renewing a pre-existing agreement with the Influencer that expired after the Commencement Date.

Reviews and Comments

By submitting content to the Platform or Influreply, including any Influencer or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Influreply and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Influreply may choose to provide attribution of your Submissions (for example, listing your name and city on an Influencer or Campaign review that you submit) at our discretion and that such submissions may be shared with Influencers and others using our Platform. You further grant Influreply the right to pursue at law any person or entity that violates your or Influreply’s rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

Influreply takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Influreply 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 or regulation(including but not limited to any FTC regulation); (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any goods 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 Influreply may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Ownership

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 Influreply and are protected by copyright, trademark and other intellectual property laws.

Influreply expressly reserves all rights in the Platform and all materials provided by Influreply in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Influreply in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Influreply (or third-party suppliers, if applicable), and that the Platform and all materials provided by Influreply hereunder are licensed and not “sold” to you.

All contents of the Influreply website are © 2019 Influreply Inc.

Privacy Policy

Please visit http://www.influreply.com/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use: Privacy Policy

Please note that Influencers may have additional privacy policies or statements that 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 Influreply that you have familiarized yourself and agree with those privacy policies or statements imposed by any Influencer with whom you elect to deal through the Platform.

No Unlawful or Prohibited Use

You shall not, without Influreply’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 Influreply’s discretion, an unreasonable or disproportionately large load on the Platform;

(e) deep-link to any portion of the Platform for any purpose;

(f) 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;

(g) 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

(h) 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;

(i) 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;

(j) 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;

(k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;

(l) 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

(m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined by Influreply in its sole discretion,

(n) post, upload, publish, submit or transmit any Content that:

(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation (including but not limited to any FTC regulation) r would give rise to civil liability;

(iii) is fraudulent, false, misleading or deceptive;

(iv) is defamatory, obscene, pornographic, vulgar or offensive;

(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

(vii) promotes illegal or harmful activities or substances.

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 Influreply may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

Clear and Prominent Disclosure in Campaigns of Material Connections Between Influencer and Campaign Initiator

Campaigns are required to comply with the Federal Trade Commission’s Endorsement Guides . In the event you engage an Influencer for a Campaign, you understand and agree that the Influencer is required to clearly and conspicuously disclose any material connection between you and the Influencer. Material connections include, but are not necessarily limited to anything of value, such as free use of products or services, you provide to an Influencer. In general, disclosures should be:

  • in clear and unambiguous language;
  • as close as possible to the native ads to which they relate;
  • in the same medium as the ad, for instance, in the video or in the Twitter post;
  • in a font and color that’s easy to read;
  • in a shade that stands out against the background;
  • for video ads, on the screen long enough to be noticed, read, and understood; and
  • for audio disclosures, read at a cadence that’s easy for consumers to follow and in words, consumers will understand

As a Campaign Initiator, it is your responsibility to understand and abide by the requirement imposed by the FTC and to ensure that a clear and conspicuous disclosure is made by the Influencer each and every time you approve content publication for a Campaign.

If Influreply learns of Campaigns you initiate that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you and the Influencer to add appropriate disclosures, and we may require the Influencer to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in Campaigns you initiate, or the failure to add disclosures upon request by Influreply, may result in termination of your account.

Third Party Websites

The Platform may provide links to third party websites. Influreply 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 Influreply’s control, and if you choose to access any such web site, you do so entirely at your own risk.

Viruses

The downloading and viewing of Content is done at your own risk. Influreply 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

Influreply does not guarantee the confidentiality of any communications made by you through the Platform. Although Influreply 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 Influreply 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. INFLUREPLY 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. INFLUREPLY DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, INFLUREPLY EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.

INFLUENCER AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND INFLUREPLY DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. INFLUREPLY MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC INFLUENCERS, CAMPAIGNS OR TYPES OF CAMPAIGNS.

TO THE FULLEST EXTENT PERMITTED BY LAW, INFLUREPLY 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 INFLUREPLY 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 INFLUREPLY 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 INFLUREPLY. INFLUREPLY 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.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF INFLUREPLY IN CONNECTION WITH OR UNDER THESE TERMS OF USE, INCLUDING FROM A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED ALL FEES INFLUREPLY HAS COLLECTED FROM YOU UNDER THESE TERMS OF USE IN THE PRECEDING 12 MONTHS OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

Limitations Period. YOU AND INFLUREPLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE INFLUREPLY WEBSITE, THE SERVICES OR THE CAMPAIGNS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

The limitations above reflect 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.

Indemnification

You shall defend, indemnify and hold harmless Influreply 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:

(a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein;

(b) your violation of any law (including, without limitation, any FTC regulation or guideline) or the rights of a third party (including, without limitation, intellectual property rights);

(c) your use of the Platform;

(d) breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or (d) the use of any media content created by Influencers, you or third parties in connection with a Campaign by you, Influencers, or by any third party acting on your behalf or with your permission.

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

These Terms of Use and any action related thereto shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.

Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in New York, New York in all disputes arising out of or relating to the use of the Platform or the Content.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between Influreply and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Influreply with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Influreply’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Influreply. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Use shall prevail; provided that, if you are also a Campaign Initiator registered on the Platform, the terms of use applicable to Campaign Initiators will govern your relationship with Influreply in that respect.

It is the express wish of the parties that these Terms of Use and all related documents be written in English.

International Provisions.

The following provisions shall apply only if you are located in the countries listed below.

The United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

Germany. Notwithstanding anything to the contrary herein Influreply is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).