Terms of Service Version 1.0.

Version as of February 12, 2021

Welcome to Influ2 Inc!

Influ2 Inc., a Delaware corporation (“Influ2” or “we” or “us”), integrates programmatic technologies and disparate sources of inventory within a single platform to enable users to run advertising campaigns targeted to specific people (the “Services”) through its website located at https://influ2.com/ (the “Website”). The Services and the Website are provided to you (“you” or “client”) subject to your agreement to, and compliance with, these Terms of Service. These Influ2 Terms of Services (the “Agreement”), relevant Purchase Order (the “PO”) executed between the Client and Influ2, and the Data Processing Agreement (either executed between the Client and Influ2 in writing or accepted by the Client as a part of this Agreement and available at https://www.influ2.com/data-processing-agreement), and all links to material described herein constitute a single legal binding instrument and set forth terms and conditions under which the Client may access the “Website” as well as order and use the “Services.”

Please read this Agreement carefully. By accessing the Website or using the Services, you acknowledge that you accept and agree to be bound by the terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS THE WEBSITE OR THE SERVICES. We may modify this Agreement from time to time. Any amended terms automatically take effect 10 days after being posted on the Website. Your use of the Website or the Services following the effective date of any modifications to this Agreement will constitute your acceptance of this Agreement, as modified. You agree that notice on the Website of modifications is adequate notice.

1. Representations and Warranties

BY USING THE WEBSITE OR THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS OR OTHER LEGAL ENTITY YOU REPRESENT): (A) AGREE TO BE BOUND BY THIS AGREEMENT, (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). IN ADDITION, THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF A BUSINESS OR OTHER LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT BUSINESS OR ENTITY TO THIS AGREEMENT.

INFLU2 REPRESENTS THAT: (A) THE PROVISION OF THE SERVICES HEREUNDER COMPLIES WITH ALL APPLICABLE LAWS; AND (B) IT MAINTAINS APPROPRIATE ADMINISTRATIVE, TECHNICAL AND PHYSICAL SAFEGUARDS TO ENSURE THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF THE CONTACT LISTS AND OTHER CONFIDENTIAL INFORMATION SUPPLIED TO INFLU2 AGAINST UNAUTHORIZED TRANSMISSION OR USE.

2. Services

We use proprietary machine learning technology to analyze data on other advertising platforms and to buy advertising targeted to customers selected by clients, tracking and reporting to clients resulting user engagement. We do not guarantee the accuracy of either the targeting or the engagement metrics.

We may offer you additional services upon your request, which may be subject to the terms and conditions of a separate agreement, which you will be asked to sign as a condition to such services being provided to you.

3. Limited License

Subject to the timely payment by you of the fees for Services, we grant a non-exclusive, non-transferable right to you and your authorized employees, agents and independent contractors to use the Services, during the term of your subscription to the Services, solely for your company’s business operations. Any other use of the Services by you or any person, business, corporation, or any other entity is strictly forbidden and is a violation of this Agreement.

You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify us.

4. Your Use of the Services

As a condition of using the Services, you agree not to use the Services for any purpose that is prohibited by this Agreement. You are responsible for all of your activity in connection with the Services and you shall abide by all local, state, national, and international laws and regulations and any applicable regulatory codes. You agree you SHALL NOT:

  • resell, rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Services;

  • modify, reverse engineer, decompile or disassemble the Services;

  • copy, adapt, alter, modify, translate, or create derivative works of the Services without written authorization of Influ2;

  • permit other individuals to use the Services, including but not limited to shared use via a network connection, except under the terms of this Agreement;

  • circumvent or disable any technological features or measures in the Services for protection of intellectual property rights;

  • use the Services in an attempt to, or in conjunction with, any device, program, or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction;

  • use or access the Services to compile data in a manner that is used or usable by a competitive product or service;

  • use your Account to engage in any illegal conduct;

  • upload to transmit any communications that infringe or violate the rights of any party;

  • upload media of any kind that contain expressions of hate, abuse, offensive images or conduct, obscenity, pornography, sexually explicit or any material that could give rise to any civil or criminal liability under applicable law or regulations or that otherwise may be in conflict with this Agreement and Influ2’s Privacy Policy; or

  • upload any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or this website.

We may terminate your access to and use of the Website and the Services if we reasonably believe that you have violated or acted inconsistently with the letter or spirit of this Agreement, or violated our rights or the rights of any third party, or for any other reason, with or without notice to you.

5. Registration; Account Security

To use our Services and the Website, you will be asked to provide certain registration details or other information. You acknowledge and agree that all information you provide to register an account (“Account”) on the Website is accurate, current and complete. Our use of your information is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

You agree that you will not disclose your Account password to anyone and you must notify us immediately of any unauthorized access to or use of your user name or password or in the event that any other breach of security occurs. You are responsible for all activities that occur under your Account, whether or not you know about them.

You are solely responsible for activity that occurs on your Account and it is your responsibility to protect your personal data and maintain the confidentiality of your user information and password. You are also responsible for immediately notifying Influ2 of any unauthorized use of your Account, or breach of your Account information or password. Influ2 will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge.

6. Client Content

You are solely responsible for the content of all ads created or provided by you for use with the Services (the “Ad Content”). We are not liable for any loss or damage that your Ad Content may cause to you or others and make no warranty that any Ad Content obtained is accurate or complete.

You represent and warrant that you have all rights and permissions necessary to display and distribute your Ad Content. You further represent and warrant that:

  • your Ad Content is accurate and does not violate this Agreement; that it will not cause injury to any person or entity, and that it does not violate any third party’s proprietary, statutory, or common law rights;

  • any website linked to or from your Ad Content complies with all applicable laws and regulations; does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party; does not breach the rights of any person or entity, including rights of publicity or privacy, and is not defamatory; and does not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity.

We reserve the right to remove and reject any Ad Content (a) in connection with your failure to timely pay our fees, (b) for violation of applicable laws or rights of third-parties, as determined by us in our discretion, (c) for violation of this Agreement, or (d) if we conclude that such Ad Content that negatively affects our relationship with our clients, affiliates, suppliers or that promotes content, services, or activities, contrary to our competitive position, interests, or advertising philosophy.

7. License to Ad Content

By using the Services, you grant Influ2, its affiliates, subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, reproduce, distribute, and publish your Ad Content, in the manner and for the purposes for which the Services are used from time to time and only in connection with our provision of the Services for your benefit. You also grant us the right to refer to you as a client in our promotional materials by company name and using your logo.

8. Display of Ad Content

To the fullest extent permitted by law, Company disclaims all guarantees regarding Ad Content’s positioning, quality or timing of ad impressions, click-through rates, quantity or delivery of ad impressions, any user actions related to Ad Content, conversions, sales, accuracy of data and the placement of ads. Placement of your Ad Content on any specific website is not guaranteed. Company makes no representations as to the expected performance of your advertising campaigns or any other anticipated benefits related to your use of the Services, or that the Services are suitable for your intended purpose.

9. Client Accounts

Client will use the Account to manage its receipt of Services and to review performance. Campaign modifications made using Client’s Account to set up, launch, suspend, or stop a campaign are the sole responsibility of Client. Charges incurred because of changes made using Client’s Account will be included in Client’s regular bill or invoice. Customer engagement metrics will be accessible to the Client through the Account.

10. Fees for Services

You must pay all fees for the Services you purchase, except for Services that we expressly offer free of charge.

For the Services, you must provide us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge your payment method in advance for the subscription term. Note that there are no refunds offered for subscriptions cancelled during the subscription term, either on a prorated basis or otherwise.

The fees for Services are subject to change on 30 days' notice, provided that no fee change will apply during your then-current subscription term. Depending on where you live, foreign exchange fees or differences in prices may apply, including because of exchange rates. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel your Account, you authorize us to keep billing you for our Services and you remain responsible for uncollected amounts. If you owe us any unpaid fees, we may suspend your access to our Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period in which you cancel or downgrade your plan.

You can find our fees under your Account setting on the Influ2 platform, inside the billing section.

We will share your Account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase.

11. Taxes

You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.

12. Renewal

Your subscription will automatically renew, and your payment method on file will be automatically charged, for subsequent subscription periods after the initial subscription period and each subsequent subscription period. For example, after the first year you will be automatically billed at the applicable rate for the following year. YOU EXPLICITLY AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD IN CONNECTION WITH ANY SUCH AUTOMATIC RENEWAL WITHOUT PROVIDING ADDITIONAL NOTICE TO YOU AFTER YOUR INITIAL PAYMENT. You may log into your Account for billing details and to give notice of cancellation or to downgrade your subscription up to 30 days before the current subscription expiration. There are no refunds offered for subscriptions cancelled during the subscription term, either on a prorated basis or otherwise, so please make sure to give notice of intent to cancel your subscription at least 30 days prior to the end of its term, to avoid automatic renewal and the incursion of fees therefor.

13. Your Feedback

We welcome your feedback about the Services. Unless otherwise expressly declared, any communications you send to us are deemed to be submitted on a non-confidential basis. You agree that we may decide to publicize such contents at our own discretion. You agree to authorize us to make use of such contents for free, and revise, modify, adjust and change contextually, or make any other changes as we deem appropriate.

14. Warranty Disclaimer - Services Provided “As Is”

Influ2 controls and operates the Services from various locations and makes no representation that the Services are appropriate or available for use in all locations. Services may not be available in your location or may vary across locations. THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND ARE PROVIDED WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, 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, AND ITS DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES / COUNTRIES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

15. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY, ITS RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN TRANSMISSION, ETC. IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO INFLU2 FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO INFLU2, AS APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATIONS MAY NOT APPLY IN SUCH JURISDICTIONS.

16. Third Party Terms

Certain parts of the Services require the creation of a user account with a third party. Client is responsible for reviewing any applicable terms before participating in any part of the Services to which such terms apply. Client agrees that Company may accept certain third-party terms and conditions as agent on Client’s behalf where necessary for Company to perform Services requested by Client, for example, terms related to running campaigns on third parties websites. Links to or copies of any such terms will be provided upon request. Client hereby authorizes Company to accept such terms on Client’s behalf in order to carry out the Services and agrees and acknowledges that (i) Client will be subject to such additional terms and (ii) Company shall have no responsibility nor liability in relation to such additional terms.

17. Third Party Links

The Services may give you access to links to third-party websites. Influ2 does not endorse any of these third party websites and does not control them in any manner. Accordingly, Influ2 does not assume any liability associated with your use of any third party websites. You need to take appropriate steps to determine whether accessing a third party website is appropriate, and to protect your personal information and privacy.

18. Changes to the Services; Discontinuation, Suspension

From time to time and without prior notice to you, we may change, expand and improve the Services. We may also, at any time, cease to continue operating part or all of the Services or selectively disable certain aspects of the Services. Any modification or elimination of the Services will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Services does not entitle you to the continued provision or availability of the Services, provided however, that if we modify or eliminate the Services during the Subscription Term, we shall not charge you for the balance of the fees for the Subscription Term in which the Services are no longer available.

We may suspend, or terminate your access to or use of our Services and terminate your Account for any material breach of this Agreement by you or if we believe that you are competing with Influ2 or abusing Influ2 and/or our Services in any way. You acknowledge and agree that once we delete your Account, your information may be deleted or lost and may not be recoverable.

19. Indemnity

You agree to defend, indemnify, and hold Influ2, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of this Agreement.

20. California Users and Residents

Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Influ2 must be addressed to our agent for notice and sent via certified mail to: Influ2 Inc., 1250 Borregas Ave #44, Sunnyvale, CA94089.

California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

21. Definitions

The following definitions apply to the capitalized terms used on our pricing page:

  • “Billing Method” means, in your discretion, either having the fees due debited from your credit card on file with us or receiving an invoice and settling it by any one of our accepted payment methods.

  • “Monthly Budget” means the cost of the Services per month, where a month is measured as starting on the Start Date and ending on the same day of the next calendar month, less one day.

  • “Impressions per Target” means the average number of impressions per reached target per month, calculated as the quotient of the total impressions per month by the number of targets reached in such month.

  • “Start Date” means the date of the first identified impression served in the first advertising campaign run by us for you.

  • “Subscription Term” means the approved period of access to Services from the Start Date. The Client may not early terminate the Subscription Term until it expires.

  • “Target Audience Limit” means the maximum number of contacts that you can target using the Services over the period of up to 30 consequent days.

22. Miscellaneous

Any dispute arising from this Agreement shall be governed by the laws of the State of California without regard to its conflict of law provisions. SOLE AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN SAN FRANCISCO COUNTY, STATE OF CALIFORNIA AND THE PARTIES UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL.

Any cause of action you may have with respect to your use of the Services must be commenced within one (1) year after the claim or cause of action arises.

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. A printed version of this agreement shall be admissible in judicial or administrative proceedings

You and Influ2 are independent contractors, and no agency, partnership, joint venture, employer- employee relationship is intended or created.

No waiver by Influ2 of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Influ2 to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

Upon termination, all provisions of this Agreement, which, by their nature, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

All claims between the parties related to this Agreement will be litigated individually and the parties will not consolidate or seek class treatment for any claim, unless previously agreed to in writing by the parties.

In the event of any dispute with respect to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other costs and expenses incurred in resolving such dispute.

Questions and Comments

If you have any comments or questions on any part of the Services or any part of this Agreement, please feel free to contact our customer service department at info@influ2.com.