Terms of Service
(Marketplace)

Influenceli Marketplace Terms and Conditions

Last Updated: May 25, 2022

Welcome to the Influenceli Platform!

Please read these Marketplace Terms and Conditions (the “Marketplace Terms”) carefully because they govern your use of the Influenceli platform (the “Platform”) and of the marketplace services offered by Influenceli, Inc. (“Influenceli”, “we”, “us”) via the Platform, as further described below. When not otherwise specified, “you” and “your” refer to both Influencers and Brands (as these terms are defined in Section 1 below), as applicable. To make these Marketplace Terms easier to read, the Platform and all related services provided by Influenceli are collectively referred to as the “Service.” These Marketplace Terms incorporate and supplement Influenceli’s general website Terms of Service (the “Website Terms”) and by using the Platform, you are also agreeing to the Website Terms. Please review our Privacy Notice (“Privacy Notice”), which also governs your use of the Service, for information on how we collect, use and share personal information.

If you access the Platform and use the Service as a Brand, such use and your interactions with Influenceli and the Influencers introduced to you via the Platform will be governed by Sections 1 through 5, 6.1(a), 6.2(a), 6.2(c), 7, 8 and Sections 10 through 17 of these Marketplace Terms.

If you access the Platform and use the Service as an Influencer, such use and your interactions with Influenceli and the Brands you choose to collaborate with on Opportunities (as defined in Section 1 below) presented to you via the Platform will be governed by Sections 1 through 5, Sections 6.1(b), 6.2(b), 6.2(c), 7 and Sections 9 through 17 of these Marketplace Terms.

  1. Service Description. The Platform is designed to facilitate engagements and collaborations between brands and influencers and facilitate the management of their relationship. Brands looking for influencers to promote their products and/or services (“Brands”) publish posts to the Platform with relevant information about the brand and branding opportunities such as description and/or images of a product line and the commission rate offered to Influencers and/or information on a specific promotional campaign (each an “Opportunity”). Opportunities are made visible through the Platform to influencers subscribed to the Service (“Influencers”) who then decide in their own discretion whether or not to collaborate with a Brand. Influenceli then facilitates the collaboration between the Brands and Influencers including by, without limitation, handling the purchase and issuance to Influencers of the products, clothing, accessories and all other materials to be promoted by Influencers in connection with an Opportunity (“Samples”). Brands and Influencers may also use the Platform to enter into separate agreements for the performance of additional and/or longer term promotional services, content development services or otherwise (each a “Brand Ambassador Agreement”), subject to the restrictions in Sections 8.3(e) and 9.4(e) below.
  2. Agreement to Marketplace Terms. By using our Service, opening an account, or by clicking to accept or agree to the Marketplace Terms, whether as a Brand or an Influencer, you agree to be bound by these Marketplace Terms. If you don’t agree to be bound by these Marketplace Terms, do not use the Service. If you are accessing and using the Service on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Marketplace Terms. In that case, “you” and “your” will refer to that entity.
  3. Changes to these Marketplace Terms or the Service. We may update the Marketplace Terms from time to time, in our sole discretion. If we do, we’ll let you know by posting the updated Marketplace Terms and we may also send other communications. It’s important that you review the Marketplace Terms whenever we update them or your use the Service. If you continue to use the Service after we have posted updated Marketplace Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Service anymore. Because our Service evolves over time we may change or discontinue all or any part of the Service, at any time and with or without notice to you, at our sole discretion.
  4. Access to and Use of the Service

4.1 Access to the Service; Account. Subject to the terms and conditions of these Marketplace Terms, Influenceli hereby grants you a limited, non-exclusive, non-transferable right to access and use the Service, subject to the suspension or termination of your access pursuant to Section 11. To access and use the Service, you must register and create an Influenceli account (“Account”) in accordance with and subject to the Website Terms.

4.2 Use Restrictions. You agree not to do any of the following:

  1. Post, upload, publish, submit or transmit any Brand Content or Influencer 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;
  2. Use, display, mirror or frame the Service or any individual element within the Service, Influenceli’s name, any Influenceli trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Influenceli’s express written consent;
  3. Attempt to probe, scan or test the vulnerability of any Influenceli system or network or breach any security or authentication measures;
  4. Attempt to access or search the Service or download content from the Service using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Influenceli or other generally available third-party web browsers;
  5. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
  6. Provide, submit, transmit or disclose any information via the Service that may be considered confidential or proprietary to your current or former employer without proper authorization or permission;
  7. Use the Service in any manner that may be considered engaging in illegal competitive intelligence or corporate espionage;
  8. Use the Service in any manner that would be in conflict or inconsistent with your pre-existing obligations, commitments, or contracts;
  9. Use the Service, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Marketplace Terms;
  10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
  11. Collect or store any personally identifiable information from the Service from other users of the Service without their express permission;
  12. Impersonate or misrepresent your affiliation with any person or entity;
  13. Violate any applicable law or regulation; or
  14. Encourage or enable any other individual to do any of the foregoing.

Influenceli is not obligated to monitor access to or use of the Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Service, to ensure compliance with these Marketplace Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including any Brand Content or Influencer Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Marketplace Terms. We have the right to investigate violations of these Marketplace Terms or conduct that affects the Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

4.3 Feedback. If you choose to provide ideas, input or suggestions during or about any Opportunities or regarding problems with or proposed modifications or improvements to the Service (“Feedback”), you hereby grant the Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services, without any obligation of attribution or compensation to you for such Feedback.

  1. Influenceli Ownership. Influenceli retains all rights in the Platform, the Service and all back-end components and software code (both in object code and source code form) for the Platform and Service including, without limitation, html files, java files, graphics files, data files, scripts, tools and programs and any and all enhancements, modifications, or derivatives of any of the foregoing (collectively, the “Influenceli Technology”). Further, through the Service, Influenceli may make available content that is subject to intellectual property rights including, without limitation, materials, content and data regarding Influenceli, the Platform and the Service (collectively, the "Influenceli Content"). Influenceli retains all rights to the Influenceli Content and nothing in this Agreement should be interpreted as granting any Brand, Influencer or user of the Platform or Service any ownership right in the Influenceli Technology or the Influencer Content. The Influenceli Content and the Influenceli Technology are collectively referred to as the “Influenceli Materials”.
  2. Payments.

6.1 Fees; Compensation

  1. Fees Payable by Brands
  1. Subscription Fee. In order to access the Platform and use the Service, Brands must pay the subscription fee specified here (the “Subscription Fee”). Unless otherwise specified by Influenceli, the Subscription Fee will be first payable by Brands on the date an order is placed by a customer for the Brand’s products or services, as applicable, via any Influencer (each, an “Order”)
  2. Commission Pool. Brands each determine on an Opportunity by Opportunity basis their return on ad spend (“ROAS”) target and the amount to set aside as a commission pool (the “Commission Pool”). A Brand’s ROAS and Commission Pool are calculated based on the total gross revenue collected by a Brand for all Orders generated via an Influencer on the Platform, including shipping revenue, less all discounts applied to such Orders and any taxes collected to be remitted by the Brand (“Revenue”). Brands understand that changes to their ROAS target and/or Commission Pool will take thirty (30) days to come into effect from the date they update the information on their page, unless the change in ROAS results in an increase in the Commission Pool, in which case it will come into effect immediately. Influenceli will first deduct from the Commission Pool the costs incurred by Influenceli in connection with the purchase and delivery of Samples to Influencer. Influenceli will then retain a fee equal to up to 80% of the Commission Pool (the “Commission Fee”) and the remaining amount will be distributed to Influencer as part of the Influencer Compensation (as defined and set forth in Section 6.1(b)(i) below).
  3. Content License Fee. If a Brand wishes to use any Influencer Social Content (as defined in Section 9.1  below) on the Brand’s website, social media platform, in the Brand’s promotional, marketing and advertising materials or otherwise, the Brand will pay the license fee determined by Influenceli and listed on the Platform for such Influencer Social Content (the “License Fee”). Influenceli will collect a fee of up to 30% of such License Fee (the “Influenceli License Fee”) and distribute the remainder of the License Fee to Influencer who developed the applicable Influencer Social Content (the “Influencer License Fee”).
  4. Whitelisting Fee. Influenceli will collect up to 10% of the revenue generated by the Brand through whitelisting dark posts and boosting of Influencer Social Content (the “Whitelisting Fee”). Influenceli will retain up to 80% of such Whitelisting Fee (the “Influenceli Whitelisting Fee”), and distribute the remaining portion to Influencer (the “Influencer Whitelisting Fee”).
  5. Brand Ambassador Agreement Fee. If a Brand and an Influencer decide to enter into a Brand Ambassador Agreement, Influenceli will collect a fee of up to 30% of  each payment payable by the Brand to the Influencer under the Brand Ambassador Agreement (the “Brand Ambassador Agreement Fee”), and distribute the remaining portion to Influencer (the “Brand Ambassador Agreement Influencer Fee”).
  1. Fees Payable to Influencers
  1. Influencer Compensation. For each Opportunity, Influencer will receive a fee equal to the remainder of the Commission Pool advertised by Brand on the Platform under such Opportunity after deduction of (1) the costs incurred by Influenceli in connection with the purchase and delivery of Samples to Influencer; and (2) the Commission Fee (the “Influencer Compensation”).
  2. Influencer License Fee. If a Brand wishes to use any Influencer Social Content, Influencer will receive the Influencer License Fee which corresponds to a portion of the License Fee charged to the Brand, as determined by Influenceli, and as set forth in Section 6.1(a)(iii) above.
  3. Influencer Whitelisting Fee. Influencer will receive a fee equal to the remainder of the Whitelisting Fee collected by Influenceli for an Opportunity after deduction of the Influenceli Whitelisting Fee.
  4. Brand Ambassador Agreement Influencer Fee. Influencer will receive a compensation equal to the remainder of the Brand Ambassador Agreement Fee collected by Influenceli under the Brand Ambassador Agreement after deduction of the Brand Ambassador Agreement Fee.

6.2 Payment Terms.

(a) Payment Terms specific to Brands. As a Brand, you expressly authorize us (or our third-party payment processor) to charge the method of payment linked to your Account as follows:

(i) Subscription Fee: on a monthly basis starting from the date of the first Order for the Brand’s products and/or services;

(ii) Commission Pool: on a bi-weekly basis for the previous two (2) weeks;

(iii) License Fee: one-off payment upon purchase of applicable Influencer Social Content via the Platform;

  1. Influenceli Whitelisting Fee: on a bi-weekly basis for the previous two (2) weeks; and
  2. (iv) Brand Ambassador Agreement Fee: on the effective date of the Brand Ambassador Agreement and as set forth in the Brand Ambassador Agreement thereafter.

(b) Payment Terms specific to Influencers. The compensation owed to Influencers will be remitted as follows:

(i) Influencer Compensation: on an as-requested basis, provided however that (1) the Influencer Compensation will only be remitted after the Commission Pool has been actually collected from the Brand by Influenceli; and (2) Influencer will only be paid once the amount payable to Influencer as Influencer Compensation exceeds $100;

(ii) Influencer License Fee: within 14 days of the purchase of a license to Influencer Social Content by a Brand;

  1. (iii)Influencer Whitelisting Fee: on a bi-weekly basis for the previous two (2) weeks; and
  2. (iv)Brand Ambassador Agreement Fee: upon payment by the Brand of the fees set forth in the Brand Ambassador Agreement.

Influenceli will not be responsible under any circumstances for delays in payment of the Influencer Compensation, or any other issue regarding the Influencer Compensation, to the extent caused by a delay or failure by a Brand to pay any of the fees due by the Brand under this Agreement.

(c) General. You agree to the pricing, payment and billing policies applicable to the fees set forth in this Section or otherwise payable in connection with the Service, as posted or otherwise communicated to you. All payments applicable to the Service are non-refundable and non-transferable, except as expressly provided in these Marketplace Terms. All fees and applicable taxes, if any, are payable in United States dollars. If payments are remitted by a third party payment processor, you agree to be bound by that third-party payment processor’s terms of service and privacy policy. We are not responsible for any third-party payment processor’s services. The third-party payment processor, and not us, is responsible for properly transacting such payments through its platform, and you agree to release and hold Influenceli harmless from any errors, negligence or misconduct of the third-party payment processor.

  1. Taxes. You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, and other taxes or duties assessed, incurred or required to be collected, or paid for any reason in connection with any request for, or performance of an Opportunity, or your use of the Platform, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives ("Taxes") and to collect, withhold, report, and remit correct Taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. Without limiting the foregoing, Influenceli shall have no obligation regarding the collection or issuance of any IRS tax form including, without limitation, Form W-9 and Form 1099. You will indemnify and hold Influenceli harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Influenceli to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with your use of the Service.
  2. Brands Specific Terms

8.1 Intellectual Property Ownership; Grant of Rights

(a) Ownership. As a Brand, you may upload and share content on the Platform such as text (in posts or communications with others), files, documents, designs, graphics, images, audio and video (collectively, “Brand Content”) including, without limitation, to describe Opportunities to Influencers and otherwise make the Brand known to Influencers and any other users of the Platform. For clarity, anything (other than Feedback) that you make available through the Service will be referred to as “Brand Content”. You retain all ownership rights to your Brand Content. Influenceli does not claim any ownership rights in your Brand Content and nothing in these Marketplace Terms will be deemed to restrict any rights you have to your Brand Content.

(b) Licenses. By making any Brand Content available through the Service, you hereby grant to Influenceli a transferable, worldwide, irrevocable, sublicensable (through multiple tiers), royalty-free license to use, copy, modify, distribute, and display your Brand Content in connection with operating the Platform and providing and improving the Service. Further, in the event an Influencer selects your Opportunity, you hereby grant such Influencer (and hereby grant to Influenceli the right to sublicense to such Influencer, as may be necessary under certain circumstances) a transferable, worldwide, irrevocable, unrestricted, sublicensable (through multiple tiers), royalty-free license to use, copy, modify, create derivative works based upon, distribute, and display the Brand Content in connection with the Opportunity or otherwise in connection with the promotion of the Brand and the Brand’s products and services, unless otherwise agreed by you and an Influencer, in a Brand Ambassador Agreement or otherwise.

8.2 Brand Data. You agree that Influenceli will be free to use any data provided by you, derived from, or collected in connection with your use of the Service (“Brand Data”) and to operate and improve the Service. To the extent the Brand Data includes any personal information, Influenceli  may process such personal information in accordance with the Privacy Notice.

8.3 Representations and Warranties; Restrictive Covenant. You hereby represent and warrant that:

(a) you are solely responsible for your Brand Content and have (and will continue to have) all rights that are necessary to grant the rights granted to Influenceli and Influencer under these Marketplace Terms;

(b) the Brand Content is accurate and substantiated and neither your Brand Content, nor your use and provision of your Brand Content or any use of your Brand Content by Influenceli or Influencers on or through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation including, without limitation (i) the FTC Guidelines Concerning the Use of Testimonials and Endorsements in Advertising (found at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf); (ii) the FTC Disclosures Guide (found at: https://www.ftc.gov/system/files/documents/plain-language/bus41-dot-com-disclosures-information-about-online-advertising.pdf); and (iii) the FTC Native Advertising Guidelines (https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses), and any other guidelines issued by the FTC from time to time ((i) to (iii) collectively referred to as the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law ;

(c) your Brand Content does not contain any obscene, threatening, abusive, harassing, vulgar, defamatory, libelous, infringing or unlawful content;

(d) there are no claims, or to the best of your knowledge, pending or threatened claims, against Brand regarding the Brand Content or which could impact Brand's ability to meet its obligations under this Agreement; and

(e) for a period of 12 months from the expiration or termination of an Opportunity, you will not enter into any agreement directly with an Influencer with whom you first collaborated via the Platform in connection with an Opportunity, other than a Brand Ambassador Agreement, unless otherwise agreed in writing by Influenceli. For clarity, Brand Ambassador Agreements will be entered into solely via the Platform, and all payments to be made pursuant to a Brand Ambassador Agreement will be made through the Platform.

8.4 Indemnity. You will defend, indemnify and hold Influenceli and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Service, (b) your Brand Content or Brand Data, (c) your violation of these Marketplace Terms, (d) your violation of applicable law, or (e) a dispute between you and any other Platform user, including any Influencer.

  1. Influencer Specific Terms

9.1 Intellectual Property Ownership; Grant of Right

(a) Ownership. Influencer retains all ownership rights in and to Influencer’s social media posts made on Influencer’s own social media accounts in connection with Influencer’s use of the Service, including in connection with an Opportunity (“Influencer Social Content”) and any pre-existing or independently developed content or assets (“Influencer Pre-Existing Content”).

(b) Licenses. If a Brand licenses the right to use Influencer Social Content for the fee listed via the Platform, as set forth in Section 6.1(d), Influencer hereby grants to the Brand a perpetual, worldwide, irrevocable, unrestricted, sublicensable (through multiple tiers), royalty-free license to use, display, reproduce, or otherwise exploit such Influencer’s Influencer Social Content and, to the extent incorporated into the Influencer Social Content, its Influencer Pre-Existing Content , in whole or part, including, without limitation, marketing, posting or otherwise re-posting, pinning, or highlighting Influencer Social Content on Brand’s owned or operated social media channels. For clarity, any use of Influencer Social Content shall include Influencer Persona Rights (as defined in Section 9.2 below) and/or any Influencer Pre-Existing IP solely to the extent it is incorporated into the Influencer Social Content.  Influencer hereby grants Influenceli a perpetual, worldwide, irrevocable, unrestricted, sublicensable (through multiple tiers), royalty-free license to use, display, reproduce, or otherwise exploit such Influencer’s Influencer Social Content and, to the extent incorporated into the Influencer Social Content, its Influencer Pre-Existing Content as required for Influenceli to make the Influencer Social Content available to Brands on the Platform, or as otherwise required for Influenceli to exercise its rights and perform its obligations under this Agreement.

9.2 Influencer Persona Rights. To the extent any of the Influencer Social Content include Influencer’s name, likeness, voice, signature, social handle, or any other personal rights or identifying characteristics that are proprietary to Influencer (“Influencer Persona Rights”), Influencer hereby grants to Influenceli (and Brands who decide to license Influencer Social Content pursuant to Sections 9.1(b) and Section 6.1(a)(iii)) a perpetual, transferable, sublicensable, irrevocable, worldwide, royalty-free license and right to use, copy, perform, display, reproduce, and otherwise exhibit Influencer Persona Rights as part of the Influencer Social Content.

9.3 Influencer Data. You agree that Influenceli will be free to use any data provided by you, derived from, or collected in connection with your use of the Service including, without limitation, metrics related to your social media accounts such as the number of comments or replies per post related to specific Opportunities, the number of “likes” or equivalent per post related to specific Opportunities, the number of video views and the number of impressions or reach (“Influencer Data”) for Influenceli’s business purpose. Influenceli may process your personal information and any personal information incorporated in or related to the Influencer Data in accordance with the Privacy Notice.

9.4 Representations and Warranties. You hereby represent and warrant that:

(a) You are solely responsible for your Influencer Social Content and  you have (and will continue to have) all rights that are necessary to grant the rights granted by you under these Marketplace Terms;

(b) the Influencer Social Content is accurate and substantiated and neither your Influencer Social Content, nor your use and provision of your Influencer Social Content nor any use of your Influencer Social Content by Influenceli or Influencer through the Service will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation including, without limitation, the FTC’s Guidelines;

(c) your Influencer Social Content does not contain any obscene, threatening, abusive, harassing, vulgar, defamatory, libelous, infringing or unlawful content;

(d) there are no claims, or to the best of your knowledge, pending or threatened claims, against Influencer regarding the Influencer Social Content or which could impact Influencer's ability to meet its obligations under this Agreement; and

(e) for a period of 12 months from the expiration or termination of an Opportunity, you will not enter into any agreement directly with a Brand with whom you first collaborated via the Platform in connection with an Opportunity, other than a Brand Ambassador Agreement, unless otherwise agreed in writing by Influenceli. For clarity, Brand Ambassador Agreements will be entered into solely via the Platform, and all payments to be made pursuant to a Brand Ambassador Agreement will be made through the Platform.

9.5 Indemnity. You will defend, indemnify and hold Influenceli and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Service, (b) your Influencer Content or Influencer Data, (c) your violation of these Marketplace Terms, (d) your violation of applicable law, or (e) a dispute between you and any other Platform user, including any Brands.

  1. Links to Third Party Websites or Resources. The Service may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.
  2. Promotional Use. Influenceli will have the right to mention the Brands and Influencers in its roster and use Brands’ logos and other trademarks in promotional materials including, without limitation, case studies and press releases.  
  3. Termination. We may suspend or terminate your access to and use of the Service, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@influenceli.com. Promptly upon termination of this Agreement and/or upon any termination, discontinuation or cancellation of the Service or your account, Brand shall pay all accrued amounts due and owing to Influenceli and/or Influencers through the effective date of termination and/or cancellation, as the case may be. Upon any termination, discontinuation or cancellation of the Service or your account, the following Sections will survive: 4.2, 4.3, 5, 7, 8, 9, 10, 12, 13, 14, 15, 16 and 17.
  4. Warranty Disclaimers.

Influenceli merely facilitates interactions between users of the Service, and in particular between Brands and Influencers. Influenceli makes no representations or warranties about the Brands, any of their products and services, the Opportunities or the Influencers. You assume all risks in connection with your use of and participation to the Service. You acknowledge that Influenceli is not acting as an agent in any capacity and that Influenceli will not be responsible for supervising, enforcing or monitoring any agreements or transactions that result from the Service or the performance of any Opportunities. If a Brand and an Influencer decide to enter into a Brand Ambassador Agreement , Brand and Influencer understand and agree that Influenceli will not be responsible to either the Brand or the Influencer, or to any third party, in connection with such Brand Ambassador Agreement. Brands and Influencers are not employees, agents, joint ventures or partners of Influenceli for any reason, and Influenceli does not, and shall not be deemed to, direct or control anyone in connection with the Service.

THE SERVICE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICE.

  1. Influenceli Indemnity; Limitation of Liability.

14.1 Influenceli Indemnity. Influenceli will indemnify and hold Brands and Influencers harmless from and against any claims by third parties for physical injury (including death) or material damages directly arising out of a Brand or Influencer’s use of the Service in accordance with these Marketplace Terms. Notwithstanding the foregoing, Influenceli will not be liable to any Brand or Influencer under this Section if the claim is caused by the negligence or willful misconduct of such Brand of Influencer or otherwise covered under the Brand or Influencer’s indemnification obligations pursuant to Sections 8.4 and 9.5 respectively.

14.2 Limitation of Liability. EXCEPT FOR INFLUENCELI’S LIMITED LIABILITY UNDER THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFLUENCELI WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE MARKETPLACE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INFLUENCELI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL INFLUENCELI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE MARKETPLACE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICE EXCEED THE GREATER OF (I) THE AMOUNT OF FEES ACTUALLY RETAINED BY INFLUENCELI IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTHS PERIOD PRECEDING THE DATE OF THE CLAIM GIVING RISE TO LIABILITY, IF APPLICABLE; OR (II) $500. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN INFLUENCELI AND YOU.

  1. Arbitration; Governing Law. These Marketplace Terms and any action related thereto will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any dispute, claim or controversy arising out of or relating to these Marketplace Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Without limiting the foregoing, Brands, Influencers and Influenceli agree that each may bring claims against the others only in each of their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if a dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.
  2. General Terms
  1. Reservation of Rights. Influenceli and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service.

16.2 Entire Agreement. These Marketplace Terms constitute the entire and exclusive understanding and agreement between Influenceli and you regarding the Service, and these Marketplace Terms supersede and replace all prior oral or written understandings or agreements between Influenceli and you regarding the Service. If any provision of these Marketplace Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Marketplace Terms will remain in full force and effect. You may not assign or transfer these Marketplace Terms, by operation of law or otherwise, without Influenceli’s prior written consent. Any attempt by you to assign or transfer these Marketplace Terms, without such consent, will be null. Influenceli may freely assign or transfer these Marketplace Terms without restriction. Subject to the foregoing, these Marketplace Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

16.3 Notices. Any notices or other communications provided by Influenceli under these Marketplace Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

16.4 Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Marketplace Terms is invalid or unenforceable, the other parts of these Marketplace Terms will still apply.

16.5 Waiver of Rights. Influenceli’s failure to enforce any right or provision of these Marketplace Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Influenceli. Except as expressly set forth in these Marketplace Terms, the exercise by either party of any of its remedies under these Marketplace Terms will be without prejudice to its other remedies under these Marketplace Terms or otherwise.

  1. Contact Information. If you have any questions about these Marketplace Terms or the Service, please contact Influenceli at support@influenceli.com.