TERMS OF USE

Withfluence Influencer Terms of Use

Last Updated: December 22, 2016

The following terms of use (the "Terms of Use") govern your access to and use of (1) the Withfluence website located at https://withfluence.com/ (the "Website"), (2) the Withfluence online platform facilitating the matching of Influencers and other users (each, a "Brand Manager") that represent an entity (each, a "Brand") interested in retaining an Creator to create promotional online media content, and (3) all other services provided by Withfluence, as described on the Website (collectively, the "Platform"). These Terms of Use form an agreement between Withfluence Inc. ("Withfluence", "us", "we", "our") and you. The term "you" refers to the person or entity (including, but not limited to Influencers) visiting the Platform, browsing or otherwise using the Platform, or communicating with content Influencers or representatives of brands/agencies registered with Withfluence (each, an "Brand Manager") 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 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").

Changes to these Terms of Use and Platform

Except where prohibited by applicable law, Withfluence reserves the right to change these Terms of Use at any time. 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.

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

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.

Withfluence 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 Withfluence.

License Grants

Subject to these Terms of Use, Withfluence 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 Withfluence a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sub-licensable 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) Withfluence'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 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

These Terms of Use shall commence on the day you first use the Platform and will continue into force until terminated by either party (the "Term"). Either party may terminate these Terms of Use as follows: (1) Withfluence may terminate these Terms of Use at any time and with immediate effect by giving notice to you, at Withfluence's discretion, by email (at your current email address on file with Withfluence) or through the Platform; (2) you may terminate these Terms of Use at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted, ceasing use of the Platform and uninstalling and removing all local software components thereof.

Campaign Agreements with Brands

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

Reviews and Comments

By submitting content to the Platform or Withfluence, including any Brand or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, "Submissions"), you grant Withfluence and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sub-licensable 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 Withfluence may choose to provide attribution of your Submissions (for example, listing your name and city on a review that you submit) at our discretion, and that such submissions may be shared with others using our Platform. You further grant Withfluence the right to pursue at law any person or entity that violates your or Withfluence'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.

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.

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 Withfluence and are protected by copyright, trade-mark and other intellectual property laws.

Withfluence expressly reserves all rights in the Platform and all materials provided by Withfluence 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 Withfluence 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 Withfluence (or third party suppliers, if applicable), and that the Platform and all materials provided by Withfluence hereunder are licensed and not "sold"" to you.

All contents of the Withfluence website are: Copyright 2016-2017 Withfluence Inc.

Privacy Policy

Please click here 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 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.

Viruses

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.

TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF Withfluence 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 Withfluence HAS COLLECTED 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.

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.

Indemnification

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:

(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 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 and Jurisdiction

These Terms of Use shall be governed by the laws of Japan. 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 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

These Terms of Use constitute the entire agreement between Withfluence 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 Withfluence 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.

Withfluence'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.

If any of the provisions contained in these Terms of Use are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions contained herein.

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 an Creator registered on the Platform, the terms of use applicable to Influencers will govern your relationship with Withfluence in that respect.