Version 4.3 as of February 20, 2025
The Effective Date hereof shall be the first date when either the Client accepts these terms of service through the Website or the Client and Influ2 enter into the respective Order Form.
These Influ2 Terms of Service (the «Contract »), relevant Order Form (the «Order ») executed between the Client and Influ2, the Data Processing Agreement, either executed between the Client and Influ2 in writing or accepted by the Client on the Website (the «DPA »), and all links to material described herein constitute a single legal binding instrument exclusively outlining terms and conditions under which the Client may access the platform located at https://influ2.com/ (the «Platform » and «Website », as defined herein), order and benefit from the Subscription and other services (the «Services ») of Influ2, Inc ( «Influ2 »).
The Client agrees to be bound by the terms hereof by (a) accepting this Contract through the account created for or by the Client on the Website; (b) signing the Order that refers to this Contract; or (c) using the Services. If an employee, contractor, agent, or other representative of the Client enters into the Contract on behalf of the Client, that person represents and warrants that (a) they are an authorized representative (a designated employee, assigned contractor, contracted agency, etc.) of the Client to bind the Client to the Contract, and (b) they agree to this Contract on the Client’s behalf.
Influ2 may modify this Contract and any integral part hereof from time to time. Any amended terms automatically take effect 10 days following being posted on the Website. Your access to the Website/Platform and use of the Services following the date of effectiveness of any modifications hereto shall constitute your acceptance of this Contract, as modified. You agree that the updated version posted on the Website shall be deemed adequate notice of made modifications. The previous versions hereof are available here (v.2.0), here (v.3.0), here (v.4.0), here (v.4.1), and here (v.4.2).
If Influ2 does not give a personal prior written consent, Influ2’s direct competitors are prohibited from accessing or using the Website, Platform, and any of the Services. In addition, the Website, Platform, and any of the Services may not be accessed for purposes of monitoring their availability, performance, or functionality or for any other benchmarking or competitive purposes.
Notice for Clients entered the Contract before April 1, 2022. This version of the Contract introduces a revised term «Order Form » instead of «Purchase Order » which was operated hereby until April 1, 2022. For clarity, both definitions mean the same, and all references to the Order Form covers all references to Purchase Orders composed and drafted by Influ2 and signed by the Client up to April 1, 2022.
Notice for Clients entered the Contract before November 1, 2023. This version of the Contract introduces a revised term «Total Contract Value » instead of «Total Subscription Value » which was operated hereby until November 1, 2023. For clarity, both definitions mean the same, and all references to the Total Contract Value cover all references to the Total Subscription Value.
1.1 Entire Agreement. The Contract constitutes the full agreement between the Parties. A reference to the Contract means a reference to any and all of its integral parts. In turn, this Contract is an integral part of all the Orders the Parties entered into, and it is hereby incorporated therein by reference. All preambles to this Contract/all other documents the Contract refers to are integral parts of the Contract/those documents, and such preambles are hereby incorporated in the Contract/the relevant documents by reference.
1.2. Order of Precedence. Should there be any conflict or ambiguity created between the provision hereof, any statement, another type of memoranda, or subsequent agreements between the Parties dealing with the subject matter hereto, the following Order of Precedence shall apply:
1.3. Executive Summary. The Order may summarize some of the Contract’s terms for transparency and better navigation. To avoid any doubt, unless the respective Order states the opposite, the summary serves to overview the selected terms in a more concise form, and it does not amend the original language of the Contract.
1.4. Superseding and Exclusivity. This version of the Contract supersedes any other Contracts between the Parties regarding the subject matter of the Contract, as well as all previous versions of the Contract. This Contract, the relevant Orders, and the DPA shall exclusively regulate all the terms of the Parties’ cooperation and other matters arising out of the use of the Services and prevail over all other documents issued by the Client, either existing or upcoming, including order forms, purchase orders, terms and conditions, etc. (the «Client’s PO »). Although the Client may issue it to satisfy an internal procurement need, the Client explicitly waives the applicability of the Client’s PO to the cooperation between the Parties until both Parties’ authorized representatives mutually sign such a Client’s PO. For the avoidance of any doubt, even if a Party (i) accepts the Client’s PO electronically, (ii) includes a reference to the Client’s PO in an invoice or any other document, (iii) processes any amounts based on an invoice referencing to the Client’s PO, or (iv) performs another act conditioned to the acceptance of the Client’s PO, the Client’s PO still requires being mutually signed by both Parties’ authorized representatives for its validity and applicability.
1.5. Interpretation. In the Contract, unless the context otherwise requires:
1.6. Definitions. In the Contract, unless otherwise directly outlined hereby:
2.1. Mutual Representations. EACH PARTY REPRESENTS, WARRANTS, AND COVENANTS THAT:
2.2. Influ2’s Representations. INFLU2 REPRESENTS THAT:
2.3. Client’s Representations. THE CLIENT REPRESENTS THAT:
2.4. Exclusivity of Warranties. THE WARRANTIES FOR THE SUBJECT HEREOF GIVEN IN THIS ARTICLE 2 ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
3.1. Subscription Services. Subject to the Client’s timely payment of all applicable Services Fees and compliance herewith, Influ2 provides the Client with the Subscription Services allowing the Client to access and use features of the Platform to run advertising campaigns targeted to specific people through the Platform to the extent provided by the Subscription outlined by the relevant Order. For this purpose, Influ2 integrates programmatic technologies and disparate sources of inventory within a single platform and uses proprietary machine learning technology and other data analysis technics to enable the Client to benefit from the Platform features. The Client may use those Platform’s features to analyze data on the available sources, place advertising targeted to Prospects, tracking results of the Prospects’ engagement, and create reports on that engagement. For the avoidance of any doubt, specific sources where Client’s advertisements can be placed are subject to availability and technical capability of the Platform and may vary over time. The Subscription automatically starts on the Start Date, and it does not depend on any of the Client’s acts. The Client shall not resell, allow the use, or otherwise make the Services available for third parties without prior written consent of Influ2.
3.2. Extra Services. In addition to Section 3.1 hereof, upon the Client’s request, Influ2 may provide extra Services to the Client which is subject to terms of a separate Order/Contract.
3.3. Subscription Term. Subject to the Client’s timely payment of all applicable Fees and compliance herewith, Influ2 performs the Services throughout the whole period of the Subscription Term, which the Client may not early terminate. During the Subscription Term, the Audience Limit provided by the relevant Order may not be downgraded by the Client, but the Client is entitled to upgrade the Audience Limit upon a written request any number of times.
3.4. Client’s Data. For Influ2 to properly target the advertising campaigns to the Prospects, the Client shall timely provide Influ2 with information about the Prospects, which is sufficient in amount and pertinent for serving them advertisement.
3.5. Supplementary Data. Based on a Client’s request, as a part of the Services, Influ2 may perform the data enrichment in order to augment the existing Client’s Data with additional pieces of information or collect information about new Prospects to create or enlarge the number of the Client’s Data (the «Supplementary Data »). Such activities will be performed on behalf of the Client and in the Client’s business interest only. Thus, the Client is the sole entity determining the purposes and means of the processing of the Supplementary Data.
3.6. Property Rights. As between Influ2 and the Client, all right, title, and interest in and to the Property belong to and are retained solely by Client. The Client hereby grants to Influ2 a limited, non-exclusive, royalty-free, fully-paid, and worldwide license to use the Property and perform all acts with respect to the Property as may be necessary for Influ2 to improve and provide the Services to the Clients, or as otherwise authorized by Client in writing.
3.7. Use of Website and Platform. Since the Services anticipate access to the Website/Platform and all its components, including the Website Materials, that are an intellectual property created or owned by Influ2, the following terms shall apply unless otherwise agreed in the relevant Order:
4.1. Advertising Platforms. In order to perform the Services, pursuant to the Order or the Client’s separate request, Influ2 may launch certain advertising campaigns through the Third-Party Platforms. All the time, the following terms shall apply:
4.2. Advertising Campaigns. When Influ2 launches advertising campaigns on the Client’s behalf and in accordance herewith, the Client authorizes Influ2 to make transactions on behalf of the Client for the purpose of creating, promoting, advertising and managing Client’s Content, and advertising campaigns as agreed between the Parties. The following terms shall apply:
4.3. Client’s Content. The Client shall upload the static Client’s Content to the Platform before the Start Date and the start of each subsequent advertising campaign thereafter, as well as each time when the Client wants to show new Client’s Content to the Prospects. If the Client fails to upload the respective Client’s Content in time, the Client acknowledges that the Client’s Content may not be shown to the Prospects. In no event, shall untimely or partially uploading or non-uploading of the respective Client’s Content release the Client of its payment obligation or pause or postpone the start of the Subscription Term or the Subscription itself.
4.4. Prohibited Content. Since Influ2 is not obliged to check the admissibility of the Client’s Content, the Client shall all the time remain liable for such content. Influ2 requires and the Client confirms that the Client’s Content is accurate and does not violate the Order, Contract, and ad policies of the relevant Third-Party Platforms, as well as it complies with all laws and regulations applicable to the Client and Prospects. The Client shall not upload, post, display, or transmit any prohibited materials, including any statements, materials, or other content that may (the «Prohibited Content »):
4.5. Right to Decline Content. Influ2 reserves the right to remove and reject any of the Client’s Content:
5.1 Payment Terms. The Services are provided by Influ2 in consideration of the Services Fee payable in advance in accordance with the relevant Order:
Total Contract Value. The Total Contract Value anticipates the payment for the access to the Platform and the use of the Platform’s features. The Total Contract Value does not include any fees for other Services that may be performed by the Client’s request until otherwise is stated in the relevant Order;
Services Fee. The Services Fee shall be paid by the Client in the amount and at the rates specified in the applicable Order, or if no rate or amount is specified, at Influ2’s then-current rates;
Terms of Prepayment. The Services shall be prepaid in full no later than 5 calendar days prior to the start of the Subscription, the relevant period of the Subscription, or the Services performance. Unless otherwise is agreed on in the relevant Order, the Services Fee shall be annually prepaid;
Pre-Approved Expenses. The Client shall reimburse Influ2 for any pre-approved expenses incurred by Influ2 in the course of performance of the Services. Charges for expense reimbursement may be invoiced monthly in arrears. Unless otherwise agreed, such expenses (if any) set forth on any invoice issued under this subsection are due within 10 business days following the invoice date;
No Refund. No Services Fees and other amounts payable hereunder are refundable except as otherwise provided hereby. It also means that there are no refunds offered, including:
Third-Party Payers. The Client is entitled to appoint a third party to process the payments hereunder with the following notification sent to Influ2. If the monies are received by Influ2 from such third party, preliminary specified by the Client, a relevant payment obligation of the Client hereunder shall be considered properly fulfilled;
Suspension Due to Non-Payment. If the Client owes Influ2 any unpaid Services Fees or amounts, Influ2 may suspend the Client’s access to the Services without prior notice until monies are paid in full. The suspension does not relieve the Client from its obligation to pay the Services Fees even though the Client may not use the Services. The Subscription will not be paused for the period of such suspension and shall be paid in full.
5.2. Bank Fee. The Client shall pay all the Bank Fees on its end. To avoid any doubts, no fees and amount payable to Influ2 hereunder shall be reduced by the Bank Fee.
5.3. Taxes. All Services Fees and rates mentioned in the Order are net amounts and exclusive of any applicable taxes, duties, levies, etc. (except for Influ2’s corporate income tax), including any kind of withholding taxes whether arising out of an international treaty or national legislation. The Client is obligated to inform Influ2 about the applicability of all possible taxes, duties, levies, or other deductions applicable in the Client’s jurisdiction, and the net invoice amount will be increased respectively. If the Client fails to provide the required information, Influ2 will assume no responsibility, and the Client will compensate for any necessary expenses.
5.4. Bank Card Payment. If the relevant Order outlines that the Client may conduct payment with a credit or any other type of banking card, and the Client chooses to do so:
5.5. Late Payments. Without limiting Influ2’s remedies, Influ2 may charge interest on the overdue Services Fees and amounts (if any) from the due date up to the date of actual payment at a monthly rate of 1.5% or the highest rate permitted by applicable law, whichever is less. The Client shall reimburse Influ2 for expenses and recovery costs incurred in collecting any past due Services Fees and other amounts (if any), including reasonable attorneys’ fees and costs of collection.
5.6. Setoff. Influ2 may set off any liability owed to the Client against any liability for which Influ2 reasonably determines the Client is liable to Influ2, related to Services hereunder.
5.7. Payment Dispute. Any claims or disputes relating to the Services Fees and other amounts (if any) hereunder shall be sent to Influ2 in writing within 30 days of the billing date or will be waived by the Client.
6.1. Security Measures. Influ2 has implemented and will maintain and follow appropriate technical and organizational measures intended to protect information operated by Influ2 against accidental, unauthorized, or unlawful access, disclosure, damage, alteration, loss, or destruction. The Client will ensure that all information provided is current and accurate.
6.2. Security Incident. Should Influ2 become aware of the Security Incident, Influ2 will notify the Client of the Security Incident without undue delay (provided that such notification may be delayed as required by a law enforcement agency), but no later than within 48 hours, and take commercially reasonable steps to comply with its obligations under applicable privacy laws relating to responding to the Security Incident. Influ2’s obligation to report or respond to the Security Incident hereunder is not an acknowledgment by Influ2 of any fault or liability with respect to the Security Incident. The Client shall notify Influ2 without undue delay about any possible misuse of its accounts or authentication credentials or any security incident related to the Platform.
6.3. Data Processing Contract. To the extent Influ2 processes any personal data on the Client’s behalf that is subject to the GDPR, and the parties have not executed a separate data processing agreement that complies with Article 28 of the GDPR, the terms of the Data Processing Agreement, located on the Website are incorporated by reference and shall apply.
6.4. Influ2’s Role. To the extent Influ2 receives personal data on the Client’s behalf that is subject to the applicable privacy laws, Influ2 certifies that it understands and will comply with its obligations as a service provider (data processor) under the applicable privacy laws and shall not (i) sell such personal data, nor (ii) retain, use, or disclose such personal data other than for the specific business purpose of performing the Services for the Client as outlined hereunder or otherwise permitted by the applicable privacy laws.
6.5. Client’s Responsibility. The Client is responsible for ensuring its compliance with the requirements of the applicable privacy laws in its use of the Services and Platform and its own processing of personal data. Influ2 requires, and the Client confirms that:
7.1. Confidential Information and Disclosure. As receiving party, each party shall hold in confidence and not disclose the Confidential Information to third parties except as permitted herein and use the Confidential Information only to fulfill its obligations and exercise its rights in this Contract. The receiving party may disclose the Confidential Information to its employees, lawyers, financial advisors, agents, referrers (if the Client was referred to Influ2 and to extent to carry out the referral process), contractors, and other representatives having a legitimate need to know provided it remains responsible for their compliance with this Article 7 and they are bound to confidentiality obligations no less protective than under this article. The receiving party may disclose the Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. The receiving party may also disclose the Confidential Information to carry out a debt collection procedure.
7.2. Exclusions. These confidentiality obligations do not apply to information that the receiving party can document:
7.3. Equitable relief. Unauthorized use or disclosure of the Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach hereof.
7.4. Term of Obligation. These confidentiality obligations shall be in place during the term of the Contract and 2 (two) years thereafter.
7.5. Non-Solicitation. If the Client tends to hire any Influ2’s employee during the term of the Contract and one 1 (one) year thereafter, the Client shall pay to Influ2 as liquidated damages, not as a fine or penalty, an amount equal to the solicited employee’s current monthly salary multiplied by the number of months that the relevant solicited employee has been employed by Influ2, but in no case more than $100,000. The Client consents that the liquidated damages formula reasonably represents Influ2’s actual monetary damages arising from the loss of its investment in the recruiting, training, and educating of the solicited employee and their replacement.
7.6. Other remedies. Nothing herein shall preclude Influ2 from enforcing any other legal or equitable remedies it may have upon Client’s breach of this article, including injunctive relief. Such other remedies may be enforced as additional protection measures.
8.1. U.S. Export Law Compliance. The Parties agree to comply with applicable U.S. Government, EU, and UN export and re-export laws, regulations, and requirements. The Client further certifies that it shall not export or re-export directly or indirectly products or technical information that may be subject to such requirements, to any location, or to any end-user, or for any end-use, without first obtaining the written consent to do so from the appropriate agency or other governmental entity in accordance therewith.
8.2. Export Limitation. Without limiting the foregoing, the Client specifically agrees that it will not export or re-export directly or indirectly products or technical information to:
8.3. U.S. Sanction Law Compliance. The Parties warrant and represent that neither Party (a) is a Sanctioned Person, (b) has any assets in the Sanctioned Countries, (c) derives any operating income from investments in or transactions with Sanctioned Persons or Sanctioned Countries, and (d) directly or indirectly, uses any amounts obtained in relation hereto to fund any operations in, finance any investments or activities in, or make any payments to a Sanctioned Person or a Sanctioned Country. The «assets » means any equipment, property, and funds owned by Party.
8.4. Environmental Law Compliance. The Parties shall comply in all material respects with any and all applicable environmental laws in jurisdictions in which the Party operates or owns assets. However, a requirement of any environmental law may not apply if it is contested in good faith, or a bona fide dispute exists with respect thereto.
8.5. Modern Slavery. Each Party affirms its compliance with the Modern Slavery Act 2015 (the «Act ») and associated guidance to the maximum extent that the Act applies to the Party. Each Party confirms that it has read, is familiar with and shall not perform an act or omission which is in contravention with, the letter or spirit of the Act, and a Party carries out regular, meaningful, and comprehensive due diligence procedures and has internal policies in place to address any suspected human rights abuse in its business and group where applicable.
8.6. Anti-Bribery Law Compliance. The Parties agree to comply with applicable anti-bribery and anti-corruption laws and maintain their own policies and procedures for ensuring compliance. They shall promptly report any requests for undue financial or other advantages and notify each other if a foreign public official becomes associated with the party. The categories and definition used in this Section will be determined by applicable laws. For clarity, a person associated with a party includes any subcontractor of the party.
9.1. As-Is Condition. THE SERVICES ARE PROVIDED «AS IS », «WHERE IS », «AS AVAILABLE », AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, SAVE TO THE EXTENT REQUIRED BY LAW. INFLU2, ITS REPRESENTATIVES AND PARTNERS DO NOT WARRANT THAT:
9.2. Client’s Delay. SINCE SOME OF THE SERVICES ARE DEPENDENT UPON CLIENT’S COMPLIANCE WITH THE OBLIGATIONS AS SPECIFIED HEREIN, INCLUDING THE OBLIGATION TO PROVIDE INFLU2 WITH A SUFFICIENT AMOUNT OF THE PROPERTY TO PERFORM THE SERVICES, THE CLIENT’S FAILURE TO FULFILL THE OBLIGATIONS HEREUNDER OR THE ONES REASONABLY REQUESTED BY INFLU2 (THE «CLIENT’S DELAY ») MAY PREVENT OR POSTPONE INFLU2’S PERFORMANCE OR RESULT IN THE INFLU2’S UNDERPERFORMANCE HEREUNDER. IF THE CLIENT’S DELAY CAUSES SUCH THE RESULTS, INFLU2 SHALL NOT BE DEEMED BREACHING ITS OBLIGATION UNDER THE ORDER, CONTRACT, OR ANY OF THEIR INTEGRAL PARTS.
9.3. Excluded Liability. INFLU2 WILL HAVE NO LIABILITY TO THE CLIENT AND THIRD PARTIES IN CONNECTION WITH:
9.4. No Metrics Warranties. TO THE FULLEST EXTENT PERMITTED BY LAW, INFLU2 DISCLAIMS ALL GUARANTEES REGARDING PROSPECTS’ INTERACTION WITH THE CLIENT’S CONTENT, PERFORMANCE OF CLIENT’S ADVERTISING CAMPAIGNS, AND CLIENT’S SALES OUTCOMES, INCLUDING QUALITY AND QUANTITY OF ADVERTISING IMPRESSIONS, LEADS, CLICK-THROUGH RATES, CONVERSIONS, CLIENT’S PROFIT, THE ACCURACY OF DATA AND THE PLACEMENT OF ADS, ETC. PLACEMENT OF THE CLIENT’S CONTENT ON ANY SPECIFIC WEBSITE IS NOT GUARANTEED. INFLU2 MAKES NO REPRESENTATIONS AS TO THE EXPECTED PERFORMANCE OF THE CLIENT’S ADVERTISING CAMPAIGNS OR ANY OTHER ANTICIPATED BENEFITS RELATED TO THE USE OF THE SERVICES OR THAT THE SERVICES ARE SUITABLE FOR THE CLIENT’S INTENDED PURPOSE.
9.5. Consequential Loss Limitation. INFLU2 WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE CLIENT FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES RELATED TO THIS CONTRACT, EVEN IF INFLU2 IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
9.6. Liability Cap. UNDER NO CIRCUMSTANCES, WILL INFLU2’S COLLECTIVE TOTAL LIABILITY ARISING OUT OF THIS CONTRACT EXCEED THE WHOLE AMOUNT OF THE TOTAL CONTRACT VALUE PAID BY THE CLIENT TO INFLU2 UNDER THIS CONTRACT IN 12 MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM.
9.7. Liability Cap Due to Informational Support. NOTWITHSTANDING THE FOREGOING, INFORMATIONAL SUPPORT REFERRED TO HEREIN, IS PROVIDED «AS IS » WITHOUT ANY WARRANTY AND INFLU2 SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO SUCH THE INFORMATIONAL SUPPORT UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE INFLU2’S LIABILITY WITH RESPECT TO SUCH THE INFORMATIONAL SUPPORT SHALL NOT EXCEED ONE HUNDRED USD ($100.00). WITHOUT LIMITING THE FOREGOING, INFLU2 DOES NOT REPRESENT OR WARRANT TO CLIENT THAT: (A) CLIENT’S USE OF THE INFORMATIONAL SUPPORT WILL MEET CLIENT’S REQUIREMENTS, (B) CLIENT’S USE OF THE INFORMATIONAL SUPPORT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM MISTAKES, AND (c) INFORMATIONAL SUPPORT WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 9 HEREOF, CLIENT SHALL BE FULLY LIABLE UNDER THIS CONTRACT TO INFLU2 FOR ANY DAMAGES ARISING OUT OF CLIENT’S USE OF THE INFORMATIONAL SUPPORT, ANY BREACH BY CLIENT OF THIS CONTRACT, AND ANY OF CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
9.8. Exceptions. SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO THE CLIENT.
10.1. Indemnification by Client. The Client shall defend, indemnify, and hold harmless Influ2 and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) from any claim or demand by a third party arising out of (a) its infringement, misappropriation, or violation of applicable law or any third-party rights (including intellectual property, property, privacy, or publicity rights), and (b) the Property and any other data provided by the Client in connection with the Services.
10.2. Indemnification by Influ2. The Influ2 shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, and subsidiaries from and against all liabilities, damages, and costs from any claim or demand by a third party arising out of third-party copyright or other IP rights infringement claims caused by the Client’s use of the Website/Platform in accordance herewith.
10.3. Indemnification Procedures. The indemnified Party will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party in defending the claim. The indemnifying party will have full control and authority over the defense, except that (a) any settlement requiring the indemnified Party to admit liability or pay any amount (not covered by the indemnifying party) requires the prior written consent of the indemnified Party, not to be unreasonably withheld or delayed, and (b) the indemnified party may join in the defense with its own counsel at its own expense.
11.1. Term of Contract. This Contract will remain in full force and effect while the Client uses the Services but not less than until expiration of the Subscription Term under all Orders. The Order, Contract, and the Subscription Terms may not be early terminated by the Client, except as otherwise outlined herein.
11.2. Renewal. Each time, after its expiration, the Subscription Term automatically renews for successive terms of the same duration, but no less than 12 months, if no Party notifies the other Party about its decision not to prolong the Subscription Term at least 30 days before the end date of the Subscription Term. Unless the Order outlines otherwise, if the terms of the Subscription varied within the Subscription Term, the Subscription Term would renew for the same duration as specified in the Order, but no less than 12 months, on the terms covering the highest Audience Limit been applied at any point during the Subscription Term. Influ2 has no obligation to notify the Client when the Subscription Term is running out.
11.3. Termination Due to Breach. Either Party may terminate the Subscription Term upon prior written notice sent to the other Party (the «Defaulting Party ») if the Defaulting Party materially breaches the Contract, and such breach remains uncured for 30 days after notice. At the same time, the Client may not refer to or use the abovementioned 30-day cure period to postpone the due payment date or extend or otherwise change the payment term specified in the relevant Order or the Contract. For the avoidance of doubts, if the Client is late in any payment, Influ2 reserves a right to apply, including, without limitation, Sections 4.5(a) and 5.1(g) hereof to the Client from the first day of the breach.
11.4. Discontinuation of Services. Influ2 reserves the right at any time to suspend or discontinue, temporarily or permanently, the Services or any part thereof. If Influ2 intends to discontinue the Services, and it is not due to (a) the Client’s violation of any part hereof or (b) any third-party acts or omissions beyond Influ2’s control (e.g., critical infrastructure, network, cloud-service providers, etc.) which requires a prompt reaction, Influ2 shall provide 30 days’ written notice to the Client. The Client agrees that Influ2 shall not be liable to the Client or to any third party for any suspension or discontinuance of the Services, given that they are made in compliance with this Section. Should Influ2 discontinue the Services following this Section, it shall deliver written notice of prepaid but unused Services Fees remaining as of the date of discontinuation and refund the Client such amount following the Client’s invoice.
11.5. Termination Due to Unfair Practice. Influ2 may suspend or terminate the Client’s access to the Services if Influ2 (i) reasonably believes that the Client is competing with Influ2 or abusing/disparaging Influ2, its business reputation or Services in any way, (ii) or Influ2 has reasonable suspicions that the cooperation with the Client may cause business reputation losses due to the Client’s activity. In the case of suspension/termination, no paid Services Fees and other amounts (if any) hereunder are refundable.
11.6. Termination Due to Insolvency. Either Party may terminate the Subscription Term if the other Party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency or receivership proceeding, or has any petition under bankruptcy law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee or receiver appointed for its business or assets or any party thereof.
11.7. Effect of Termination. Upon expiration or termination of the Order, Contract, or Subscription Term:
11.8. Severability. If any portion of this Contract (any provision or portion) is held invalid or unenforceable, such invalidity or enforceability will not affect the other provisions of this Contract, which will remain in full force and effect, and the invalid or unenforceable portion will be given effect to the greatest extent possible and interpreted in such a way as to contain more actual and relevant meaning for the purposes of the Contract.
12.1 Dispute Resolution. The Parties hereby outline that the multi-tier dispute resolution process set out by this Article 12 shall apply to any dispute, controversy, or claim arising out hereof or relating in any way hereto or any of the Order placed in accordance with this Contract, as well as to the interpretation, enforceability, performance, breach, termination, or validity thereof (the «Dispute ») as follows.
12.2. Individual Capacity Only. Both Parties agree to resolve the Dispute on an individual basis, and that any Disputes shall be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.
12.3. Governing Law. The Order, Contract, and their parts are construed in accordance with and governed by the material law of the State of California, USA, except for its conflicts of laws principles unless otherwise required by a mandatory law of any other jurisdiction. All the obligations, rights, and remedies of the Parties hereunder or derived from this Contract shall be determined in accordance with such law.
12.4. Severability of Arbitration Agreement. If any part or portion of the Contract is found to be, or otherwise is, illegal, void, or unenforceable, the Section 12.1(c) hereof shall constitute the separate and independent arbitration agreement between the Parties. In the event that any part or portion of Article 12 hereof is found to be, or otherwise is, illegal, void, or unenforceable, the remainder of this Article 12 hereof, including the Parties’ agreement to submit their Disputes to Arbitration, will continue in full force and effect and the application of such parts or portions to other circumstances will be interpreted so as reasonably to affect the intent of the Parties.
13.1 No Partnership or Agency. Nothing herein is intended to establish any form of partnership, recruitment, or joint venture between the Parties. The Parties are not agents. Neither the Client nor Influ2 can enter into contracts or any other documents/transactions on behalf of each other or as representatives of each other. Nothing in the Contract creates obligations for third parties; no third party is bound by the Contract.
13.2. Electronic Agreement. The Contract is an electronic agreement. The electronic form hereof has the same legal effect as if it were signed using a physical signature.
13.3. Subcontractors. Except as otherwise agreed by the Parties, Influ2 reserves the right to use subcontractors to perform the Services. Influ2 will be responsible for the performance of any such subcontractors.
13.4. Force Majeure. A Party shall not be considered to be in default or breach of this Contract, and shall be excused from performance or liability for damages to any another Party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of this Contract, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, sabotage, failure of suppliers of materials, act of the public enemy, war, military conflict, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond such Party’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others which is deemed under the control of the Party. A Force Majeure event does not include an act of negligence or Intentional wrongdoing by a Party. Any Party claiming a Force Majeure event shall use reasonable diligence to remove the condition that prevents performance and shall not be entitled to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Force Majeure event. Each Party shall use its best efforts to mitigate the effects of such Force Majeure event, remedy its inability to perform, and resume full performance of its obligations hereunder.
13.5. Logo and Brand Consent. The Client agrees that Influ2 may use the Client’s name, logo, and relevant business details across Influ2’s marketing materials, websites, social media, and other marketing channels. Any such activity shall cease upon written request by the Client.
13.6. Case Studies. The Client agrees to participate in case studies, which means that the Client may be asked to collaborate with Influ2’s team to develop a compelling use case within the first year of the cooperation. It will highlight the Client’s user experience, success story, and demonstrate the impact of the collaboration for the mutual benefit, among other things, showcasing the Client’s achievements, enhancing its brand reputation, and attracting potential business opportunities by positioning the Client as a leader in its industry.
13.7. Feedback. Influ2 welcomes feedback, comments, and suggestions for improvements to the Website/Platform and Services (the «Feedback »). The Client acknowledges and expressly agrees that any contribution of the Feedback does not and shall not specially give or grant the Client any right, title, or interest in the Website/Platform, Services, or in any such Feedback. All the Feedback becomes the sole and exclusive property of Influ2, and Influ2 may use and disclose them in any manner and for any purpose whatsoever without further notice or compensation to the Client and without retention by the Client of any proprietary or other right or claim. The Client hereby assigns to Influ2 all rights, title, and interest (including any copyright, trade secret, know-how, moral rights, and any and all other intellectual property rights to the maximum extent permitted by applicable law) that the Client may have in and to any and all the Feedback.
13.8. Equitable Relief. The Client agrees that a breach of the Contract shall cause irreparable injury to Influ2 for which monetary damages would not be an adequate remedy and Influ2 shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
13.9. No Waiver. Except as otherwise expressly provided herein, no failure or delay on the part of either party in exercising any right, power, or privilege under this Contract shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
13.10. No Implied Terms. Any provisions and rights that are not clearly outlined herein are considered unforeseen and non-granted to the Client; neither the Contract nor any part hereof contains implied rights, terms, or provision.
13.11. No Prejudice Against Drafter. The Parties confirm that (i) the Contract was jointly drafted, and the final terms hereof are the product of the Parties’ fair negotiations at arm’s length, (ii) each Party has had the opportunity to seek the advice of independent legal counsel and has understood all the terms hereof, and (iii) the terms hereof shall not be construed against any Party because it drafted or was more responsible for drafting the terms of the Contract.
13.12. Influ2 Influencers Advocacy Program. As a part of the Influ2 Influencers Advocacy Program, designed to elevate the Client’s brand and market recognition, the Client may be (i) referred to Influ2’s potential customers as a trusted partner to share the Client’s positive experiences and insights, (ii) requested to take part in speaking engagements and webinars, where the Client can share its expertise and connect with a wider audience, (iii) asked for testimonials or reviews that will be featured in Influ2’s marketing materials, simultaneously enhancing the Client’s brand visibility, and (iv) invited to participate in interviews that may be used to create marketing materials, such as video content or articles, spotlighting the Client’s business success.
13.13. Notices. All notices to Influ2 shall be delivered in writing by courier, certified or registered mail (postage prepaid and return receipt requested), email, or as otherwise specified by Influ2. Address for hard-copy notices: Influ2 Inc., 1250 Borregas Ave #44, Sunnyvale, CA94089. Legal notices to Influ2 shall be sent to hello@influ2.com. Notices to the Client shall be sent to the account email address on file and/or posted on the Website/Platform and are deemed effective when sent or posted. The notices may also be sent to the email address which has been ever used for communication with Influ2. The minimum scope of the Client's Data shall include the Prospect's first name, last name and a company name.