Under The Influence // Publisher Terms and Conditions
An Agreement with Under The Influence Inc.
(V1.01-2018-03-08 - Effective March 8, 2018)
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR USE OF THIS SITE AND THE PRODUCTS AND SERVICES PROVIDED HEREUNDER CAREFULLY. THIS IS A BINDING AGREEMENT.
Section I. USING OUR SERVICES; YOU ARE ENTERING INTO AN AGREEMENT:
AGE REQUIREMENT: IN RESPECT TO BECOMING A MEMBER OR USER OF THIS SITE AND USING OUR SERVICES, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT (ARE AT LEAST 18 YEARS OLD) AND ARE NOT A PERSON BARRED FROM RECEIVING SERVICES UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OTHER APPLICABLE JURISDICTION. IF YOU ARE UNDER THE AGE OF 18 YEARS OLD OR DO NOT AGREE TO THIS AGREEMENT, YOU ARE PROHIBITED FROM BECOMING A UNDER THE INFLUENCE INFLUENCER
Under The Influence in its discretion provides You with access to the Service, subject to Your compliance with the Terms and Conditions. Please read the Terms and Conditions carefully prior to becoming a Under The Influence Influencer. This Agreement governs Your access to and use of the Services, and constitutes a binding legal Agreement between You and Under The Influence.
YOU ACKNOWLEDGE AND AGREE THAT, BY (1) CLICKING ON THE "I AGREE" OR "I ACCEPT" BUTTON, (2) REGISTERING TO BE A UNDER THE INFLUENCE INFLUENCER, (3) ACCESSING OR USING ANY PORTION OF THE SITE RESTRICTED TO UNDER THE INFLUENCE INFLUENCERS, (4) BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICE, OR (5) ANY OTHER CONDUCT INDICATING YOU ACCEPT THESE TERMS OF SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE DATE ANY OF THE EARLIEST ABOVE NUMBERED EVENTS OCCURS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU HAVE NO RIGHT TO ACCESS, PARTICIPATE IN THE SERVICE, OR TO USE THE SITE OR RELATED SERVICES. IF YOU ACCEPT OR AGREE TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT AND, IN SUCH EVENT, "PUBLISHER", “Under The Influence Influencer”, "YOU" AND "YOUR" WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.
NOTWITHSTANDING THE FOREGOING, YOUR PARTICIPATION AS A UNDER THE INFLUENCE INFLUENCER IS SUBJECT TO UNDER THE INFLUENCE’S PRIOR APPROVAL AND UNDER THE INFLUENCE RESERVES THE RIGHT TO REJECT YOUR APPLICATION TO BE A UNDER THE INFLUENCE INFLUENCER, IN ITS SOLE DISCRETION FOR ANY REASON OR NO REASON. IF YOUR APPLICATION TO BE A UNDER THE INFLUENCE INFLUENCER IS REJECTED, THIS AGREEMENT AS IT APPLIES TO YOU MAY BE TERMINATED BY UNDER THE INFLUENCE IN ITS SOLE DESCRETION.
Section II. MODIFICATION:
Section III. PRIVACY:
Section IV. GUIDELINES:
You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted and/or provided to You from time to time, when using the Site ("Guidelines"). If You receive an email from an Under The Influence account manager, You agree and acknowledge you will comply with the Guidelines within twenty-four (24) hours from the time it was emailed to You. All such Guidelines are hereby incorporated by reference into this Agreement.
Section V. UNDER THE INFLUENCE ACCOUNT:
A. Account Creation:
As a condition to accessing and using the Service, You will be required to create an account (“Account”) on the Site by following the instructions as provided on the Site. Under The Influence shall have the right to terminate any entity or person wishing to be a Under The Influence Influencer and/or any Accounts at any time in its sole discretion with or without cause. You shall provide Under The Influence with accurate, complete, and updated registration information. Failure to do so may result in immediate termination or suspension of Your Account. Your Account will not be valid, unless it contains all information requested by Under The Influence, such as Your full name, contact address, e-mail address, PayPal information, and any requested Social Media information at the time Your Account is created and submitted to Under The Influence. You acknowledge and agree that Your payments may be delayed in the event that Your account information is not up-to-date, complete and accurate. Misrepresenting ownership or fraudulently claiming control over Social Media platforms is strictly prohibited and may result in a permanent ban from use of the Site and/or Service. Under The Influence reserves the right to suspend, deny and/or revoke access to the Site, Service, and/or Account at its discretion if Your activities are reasonably deemed a threat to the integrity of the Site, Service, or Clients.
B. Account Security:
Any passwords used for this Site are for individual use only. You will be responsible for the security of Your password(s). From time to time, Under The Influence may require that You change Your password(s). You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or Accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If You become involved in any violation any system security, Under The Influence reserves the right to release Your Account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. Under The Influence reserves the right to investigate suspected violations of these Terms and Conditions and to fully cooperate with any law enforcement authorities or court order requesting or direction Under The Influence to disclose the identity of anyone publishing or otherwise making available any materials that are believed to violate these Terms and Conditions.
BY ACCEPTING THIS AGREEMENT YOU WAIVE ALL RIGHTS AND AGREE TO HOLD COMPANY HARMLESS FROM ANY CLAIMS, WHETHER SUCH CLAIMS ARE FOR ACTIVE NEGLIGENCE, PASSIVE NEGLIGENCE OR GROSS NEGLIGENCE, ARISING FROM, BASED UPON OR RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES REGARDLESS OF WHETHER SUCH CLAIMS WERE CAUSED IN WHOLE OR IN PART BY UNDER THE INFLUENCE.
C. Unauthorized Access:
Account access is provided on a password-protected basis. Under The Influence Influencer will be solely responsible for keeping its Account password confidential and for all use of its password and Account, including any unauthorized use. If You become aware of any unauthorized use of Your Account, You must notify Us immediately by writing to info@UnderTheInfluence.com. Under The Influence will not be liable for any loss or damage arising from the unauthorized access to or use of Your Account. Upon termination of this Agreement for any reason, Under The Influence may disable and/or delete Your Account.
Section VI. UNDER THE INFLUENCE INFLUENCER CODE OF CONDUCT:
If You are registered by Under The Influence to be an Under The Influence Influencer, Under The Influence will provide You with detailed instructions, which shall be exactly followed, as to how to be a Under The Influence Influencer for any campaigns sponsored by Our Clients (“Campaign”), provided You are approved by Under The Influence to participate in a Campaign, which will be determined solely by Under The Influence in its sole discretion. If You are registered as an Under The Influence Influencer, the following rules govern Your conduct as a Under The Influence Influencer.
A. Under The Influence Influencer Obligations:
As a Under The Influence Influencer You represent and warrant you WILL DO ALL of the following:
i) Ensure that at all times during this Agreement, You fully comply with the Terms and Conditions and Privacy Policies of each approved Social Media platform in any Campaign offered by Under The Influence.
ii) For EVERY post You make on Social Media, You must comply with all applicable FTC requirements and must clearly and conspicuously disclose the financial connection between You and the advertiser, regardless if You were paid with money, prizes, free samples, etc. For example, assuming space is not an issue, You could write “Client paid me to talk about this product.” If space is an issue, You could use hashtags such as #advertise, #sponsorship, or #paidcampaign.
iii) Ensure that any comments or testimonials You make on Social Media reflect ONLY Your honest opinions, beliefs, findings or experience as required by the FTC Guidelines. There is no Under The Influence requirement that you ever post or comment on any Campaign products, services, and/or content.
iv) Ensure at all times You comply with all applicable local, state, or federal laws, regulations, ordinances, codes, administrative interpretations or other requirements that affect this Agreement and Your performance pursuant to this Agreement, including but not limited to the TCPA (Telephone Consumer Protection Act of 1991), the CAN- SPAM Act of 2003 and/or other applicable spamming laws, ordinances, regulations and codes, deceptive practices, telemarketing, do-not call, privacy, and consumer protection laws, ordinances, regulations and codes.
v) Ensure at all times that you fully comply with TCPA as stated in Section VI. A. iv) above and all other applicable laws, rules, and regulations, and is only shared with people You had a personal and previously existing relationship with prior to agreeing to the terms of this Agreement.
vi) Ensure at all times You comply with all trademark, trade secret, and copyright laws.
vii) Ensure at all times You comply with all FTC Guidelines, including, but not limited to, the FTC Guidelines Concerning the Use of Endorsements and Testimonials in Advertising and .com Disclosures How to Make Effective Disclosures in Digital Advertising.
viii) Only participate in a Campaign if you actually have experience using the product or services of the Campaign, and any post you make on Social Media in connection with the campaign, honestly reflects Your experience.
ix) Understand and agree that Your use of link shorteners may render Your shortened links to be untrackeable by Under The Influence, and therefore You may not receive a click pay-out for such untrackable clicks. Under The Influence highly discourages the use of link shorteners.
B. Prohibited Conduct:
As a Under The Influence Influencer You represent and warrant you will NOT DO ANY of the following:
i) Promote any Under The Influence Campaigns without first having written authorization to do so by Under The Influence, and only on pre-approved Social Media pages. This includes not offering or soliciting our Client’s products, services, and/or content without Under The Influence’s prior written approval. Posting any Under The Influence Campaigns on Social Media pages that have not first been reviewed and approved by Social Media is strictly prohibited. UNDER THE INFLUENCE INFLUENCERS WHO VIOLATE THIS SECTION VI(B)(i) RISK NONPAYMENT AND WAIVE THEIR RIGHT TO ANY CLAIM FOR ANY PAYMENT RELATED TO VIOLATION OF THIS SECTION VI(B)(i).
ii) Publish any links provided to You by Under The Influence (“Under The Influence Links”) on Social Media that alters the accompanying image selected by Advertisers to go with the article, and/or alter the content/article in any way whatsoever.
iii) Share any Under The Influence Links through a telecommunications device outside the hours of 9:00am to 6:00pm in the receiving person’s time zone.
iv) Share any single Under The Influence Links more than once to any single person.
v) Use any computer, robot, spider, bot, or any other automated means of sending telecommunications or email messages to any person.
vi) Share any Under The Influence Links labeled “NSFW” on the Under The Influence Platform with any person under the age of 18 or the age of majority in the receiving person’s jurisdiction
vii) Publish any Under The Influence Links on any Social Media comment boxes that are directly related to any video, photograph, and/or article.
viii) Publish statements or other content, express or implied, on Social Media or to any person that are defamatory, obscene, discriminatory, harassing, have an abusive purpose, or damage or cause risk to Our businesses’ or any of Our Clients’ reputations.
ix) Disclose any confidential information of Under The Influence or Client on any Social Media or any other person, which includes, but is not limited to, trade secrets, business plans, strategies, methods and/or practices or other information that is not generally known to the public, including information about the Party’s personnel, products, customers, financial information, marketing and pricing strategies, services or future business plans, analyses, compilations, studies, notes or other materials prepared which contain or are based on confidential information.
x) Make any false, dishonest, and/or misleading statements or claims about a Client’s products or services so as to mislead consumers. All statements and claims regarding Client’s products and services must be completely supportable by You.
xi) Alter, reverse engineer, decompile, circumvent, damage, interfere, disassemble, sell, rent, lease, sublicense, transfer, distribute, or otherwise make available, any part of the Site, Materials (as defined in Section X below), or any link or landing page of Our Clients.
xii) Upload, post, display, or transmit any content on Social Media You do not have the right to post, including any proprietary material of any third party protected by intellectual property laws (or by rights of privacy or publicity).
xiii) Upload, post, email, transmit, link to, or otherwise make available on Social Media any material that contains computer viruses or is designed to destroy, interrupt, or limit the functionality of the Services, any computer hardware, software, or telecommunications equipment, including but not limited to, by using adware, worms, spyware, or other malicious code;
xiv) Adapt, translate, modify, or create derivative works based upon the Site, Materials, or links of Our Clients;
xv) Impersonate or misrepresent Your connection to any entity person or otherwise manipulate or forge headers, handle names, or identifiers to disguise the origin of Your published Submission (defined below).
IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES UNDER THE INFLUENCE MAY HAVE, UNDER THE INFLUENCE RESERVES THE RIGHT TO NOT PAY, WITHHOLD PAYMENT, OR CHARGE BACK YOUR ACCOUNT DUE TO ANY OF THE FOREGOING VIOLATIONS, OR ANY BREACH OF THIS AGREEMENT BY INFLUENCER.
WHILE UNDER THE INFLUENCE EXPLICITLY PROHIBITS THE ABOVE CONDUCT, AND YOUR USE OF THE SITE AND SERVICES IS ENTIRELY AT YOUR OWN RISK. UNDER THE INFLUENCE SHALL HAVE NO LIABILITY OF ANY KIND FOR SUCH CONDUCT.
Section VII. SUBMISSIONS:
You hereby grant to Under The Influence and Client a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated by You to the Site and/or Social Media websites (“Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. You agree that Under The Influence and Client will not be bound to treat any Submission as confidential and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future Under The Influence or Client operations or business. Accordingly, notwithstanding this right and license, You hereby acknowledge and agree that by merely permitting Your information, content, and materials to appear on the Site and/or a Social Media website, Under The Influence and Client have not become and are not a publisher of such information, content, and materials and each is merely functioning as an intermediary to enable You to provide and display the Submission.
You acknowledge that the Site may or may not pre-screen any Submissions to the Social Media website, but that the Site and its designees shall have the right, but not the obligation, in its sole discretion to pre-screen, refuse, remove, or delete any Submission that violates this Agreement or is otherwise objectionable as determined by Under The Influence in its sole discretion. You acknowledge and agree You will take down any Under The Influence Link within twenty-four (24) hours upon request by Under The Influence for any reason or no reason whatsoever. You further acknowledge and agree that Under The Influence has the right to show any Social Media post by You to Under The Influence Advertisers, and You shall make Your Social Media post containing any Under The Influence Link available for Under The Influence and/or Our Advertisers’ review upon request.
ALL USERS, SUCH AS YOU, SHALL REMAIN SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ANY LIABILITY ARISING FROM THEIR SUBMISSIONS.
Section VIII. THIRD PARTY WEBSITES:
Under The Influence expressly disclaims any responsibility for the content, materials, accuracy of information, and/or quality of the products or services provided by, available through, or advertised on any third party web sites. Any links provided on the Site to third party websites do not imply an endorsement with respect to any third party or any website, or the products or services provided by any third party.
If You choose to access web sites, services or content, or purchase products from third parties, including without limitation through third-party payment vendors through advertisements, Your personal information may be available to the third-party provider. If You choose to visit or use any third-party products or services, please note that Under The Influence policies will not apply to Your activities or any information You disclose while using third- party products or services or otherwise interacting with third parties. How third parties handle and use Your personal information related to their sites and services is governed by their security, privacy and other policies, if any, and not Our policies. Under The Influence has no responsibility for any third party's policies, or any third party's compliance with them.
Section IX. TERMINATION:
A. Termination by Under The Influence:
Under The Influence may modify, suspend, or terminate, any part of the Site and any Services, including Your access to and use of the Site and Services, and/or cancel any of Your pending registrations with Under The Influence at any time, with or without notice to You, for any reason or no reason, and without liability to You, or any third party. Under The Influence reserves the right to monitor use of this Site and its Services to determine compliance with this Agreement, as well as the right to edit, refuse to post, or remove any information or materials, in whole or in part, at its sole discretion. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. Additionally, Under The Influence reserves the right to withhold any payments owed to You for fraudulent activities, as determined by Under The Influence in its sole discretion. These remedies are in addition to any other remedies Under The Influence may have at law or in equity.
B. Termination by Under The Influence Influencer:
Your only remedy with respect to any dissatisfaction with (a) the Site, and/or any Services provided in connection with the Site, (b) any term of this Agreement, or (c) any policy or practice of Under The Influence in operating the Site, is to terminate this Agreement and cease using the Under The Influence Site and any Services provided in connection with the Site.
Section X. INTELLECTUAL PROPERTY RIGHTS:
The Site is owned and operated by Under The Influence. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Site provided by Under The Influence (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the Site (excluding any Materials on third-party websites) are the property of Under The Influence or its affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Under The Influence or its affiliates and/or third-party licensors. Except as expressly authorized by Under The Influence, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Under The Influence reserves all rights not expressly granted in this Agreement.
Section XI. INDEMNIFICATION:
You agree to indemnify and hold Under The Influence and its officers, directors, agents, affiliates, licensors and employees harmless from and against any and all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation reasonable attorneys’ fees) whether caused in whole or in part by Under The Influence arising out of or relating to Under The Influence’s active negligence, passive negligence or gross negligence in (a) Your use or misuse of the Site and/or Service, (b) any violation by You of this Agreement, including, but not limited to, violation of Other Materials provided to You in writing by Under The Influence, (c) any breach of the representations, warranties, and covenants made by You herein, (d) any claims brought by third parties arising out of Your Submission(s) on Social Media, (e) any claims based upon or arising out of any actual or alleged fraud, dishonesty, criminal conduct, or any knowingly wrongful, malicious, or intentional acts or omissions by You or anyone acting on behalf of You, or (f) a governmental investigation or enforcement of any state or federal regulation, including but not limited to any regulation promulgated by the Federal Trade Commission. Under The Influence reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Under The Influence, and You agree to cooperate with Under The Influence's defense of these claims. Under The Influence will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
Section XII. DISCLAIMERS; NO WARRANTIES:
A. Warranty Disclaimer:
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND SERVICE IS AT YOUR SOLE RISK. THE SITE, SERVICES, AND ALL OTHER CONTENT, DATA, MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT BY UNDER THE INFLUENCE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. UNDER THE INFLUENCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. UNDER THE INFLUENCE DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, COMPLETELY SECURE OR VIRUS-FREE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNDER THE INFLUENCE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION XII(A), THE TERM UNDER THE INFLUENCE INCLUDES UNDER THE INFLUENCE’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
B. Use At Your Own Risk:
YOU AGREE AND ACKNOWLEDGE THAT YOUR USE AND ACCESS OF THE SITE AND UNDER THE INFLUENCE SERVICE IS AT YOUR OWN DISCRETION AND RISK. YOU FURTHER AGREE AND ACKNOWLEDGE THAT UNDER THE INFLUENCE SHALL NOT BE LIABLE IF YOUR SOCIAL MEDIA ACCOUNT IS BLOCKED, CLOSED, RESTRICTED, OR OTHERWISE BY THE THIRD PARTY SOCIAL MEDIA PLATFORM IN CONNECTION WITH YOUR USE OF THE UNDER THE INFLUENCE SERVICE AND SITE.
Section XIII. LIMITATION OF LIABILITY:
A. Limitation of Liability:
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, ACTIVE, PASSIVE OR GROSS NEGLIGENCE, WILL UNDER THE INFLUENCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE, OR ANY OTHER INTERACTIONS WITH UNDER THE INFLUENCE, EVEN IF UNDER THE INFLUENCE OR A UNDER THE INFLUENCE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, UNDER THE INFLUENCE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
B. Limitation of Damages:
TO THE EXTENT RECOVERABLE, IN NO EVENT SHALL ANY LIABILITY OF UNDER THE INFLUENCE, ITS INFORMATION PROVIDERS, LICENSORS, LICENSEES, EMPLOYEES, AGENTS, CONSULTANTS OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, FAILURE OF DELIVERY OF MERCHANDISE OR INFORMATION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF UNDER THE INFLUENCE’S RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED AGGREGATE DAMAGES IN EXCESS OF THE FEES ALREADY PAID BY UNDER THE INFLUENCE TO YOU IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Section XIV. ALLOCATION OF RISKS:
YOU ACKNOWLEDGE AND AGREE THAT (A) THE REMEDIES, EXCLUSIONS, LIMITATIONS OF LIABILITY, AND LIMITATION OF DAMAGES HEREIN, REFLECT A REASONABLE ALLOCATION OF RISKS; (B) THAT YOU AND UNDER THE INFLUENCE WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN YOU AND UNDER THE INFLUENCE.
Section XVI. PAYMENT:
Subject to the terms of these Terms and Conditions and compliance by You to them, for Under The Influence Links You share, You will receive a Commission ("Commission"), as further defined below, calculated on a cost-per-click (“CPC”) basis from each valid and unique click You receive for the corresponding Under The Influence Campaign on the Site, provided that You have been pre-approved for such Campaign by Under The Influence, and further subject to any rules that govern such specific Campaign. Payment is conditioned upon all Under The Influence Influencers abiding by all of the following requirements: (1) all clicks on the Under The Influence Link must result from You abiding by all the terms and conditions of this Agreement and any rules under the applicable Campaign, (2) You must follow Under The Influence’s exact instructions for the relevant Under The Influence Link which will be provided in writing on the Site in Your Account, and (3) all clicks must result from valid traffic, with the absence of any fraudulent activity, as solely determined by Under The Influence in its absolute discretion. The CPC will be based off the Under The Influence Link You post on Social Media or share with your friends on behalf of Client, which will be tracked by Under The Influence. You agree and acknowledge that link shorteners may interfere with Our ability to track clicks and may affect amounts owed under Your click payouts, which shall be calculated solely based on Under The Influence’s click tracking system.
The Commission (as further defined below) You receive, will be payable by Client or Under The Influence depending on the Campaign, and will be based on the number of valid, non-fraudulent, third-party clicks the Under The Influence Link provided to You receives from Your Social Media posts or as a result of You sharing it with your friends. You will only be paid the Commission for a single click by an individual (no repeat clicks from the same person), and you will not be paid the Commission for any clicks generated as a result of any fraudulent means, as determined by Under The Influence. You acknowledge and agree that the CPC rate offered by Under The Influence for each Campaign, as displayed on the Under The Influence Platform, is subject to change at any time by Advertisers at their sole discretion, even after a link has been posted. All CPC rate changes by Advertisers are effective immediately after the change is posted to the Under The Influence Platform and may affect Your payout for new and existing Under The Influence Links and Submissions.
Unless otherwise provided, You will be paid on a monthly basis for all Commissions from any preceding week of a qualifying Campaign as long as You have an account balance of at least $100 for Under The Influence Influencers, and your contact information is still valid as determined by Under The Influence. The number of clicks You received will be available to You in Your Account. Commissions will be paid in Your designated deposit account weekly as determined by Under The Influence’s click tracking system, which is subject to deductions for fraudulent activity, violation of any terms in this Agreement, or tax withholdings if required by law. In the event that the Commission payable for a particular calendar month is less than U.S. $100 for Under The Influence Influencers, the amount earned will be rolled over to the next month and combined with that month's earnings. After twenty-four (24) weeks of any amount rolling over, it shall be Your responsibility to request payment as the amount will no longer continue to roll over in Your account. Under The Influence shall have the right to offset any Commissions payable to Under The Influence Influencer against any past due amounts owed by Under The Influence Influencer to Under The Influence.
UNDER THE INFLUENCE INFLUENCERS SHALL BE PAID IN US CURRENCY VIA PAYPAL.
Once an Advertiser pauses a Campaign, the paused Campaign will no longer be visible for You to select and share. However, Advertisers may continue to pay for clicks on links that have been previously shared, for a period of time as determined by Under The Influence’s Advertisers in their sole discretion.
Your Social Media Submissions and Under The Influence Link shares are subject to Our review and We reserve the right to monitor Your postings for compliance with Our instructions. Your Account with Under The Influence may be adjusted by Under The Influence at any time in Our sole discretion. If You do not agree with Our adjustments, Your only remedy is to terminate Your status as a Under The Influence Influencer.
All payments on Under The Influence are nontransferable, and any attempt to transfer the payments to any other person or entity shall be null and void. Payments are nontransferable by operation of law or by way of death.
If it is determined by Under The Influence in its sole discretion that you have not logged into your Account for one (1) year or more, Under The Influence reserves the right to close your Account without notice to you and any remaining balance owed in the Account will be forfeited.
Section XVII. USE OF INFORMATION:
Section XVIII. ARBITRATION OF DISPUTES:
Any dispute arising from, based upon, related to or in any way connected to this Agreement and the parties to this Agreement, including a dispute over sums owed pursuant to this Agreement shall be resolved by arbitration before a single arbitrator. Arbitration shall be conducted in accordance with California Code of Civil Procedure section 1280 et. seq. The Parties agree that venue for the arbitration shall be in Los Angeles, California. The Parties unequivocally and without reservation waive any and all right object to personal and subject matter jurisdiction of California. All arbitration-related hearings and all depositions, if any, shall be conducted in Los Angeles, CA. The arbitrator shall be from the Southern California area and the arbitrator will be selected by the mutual agreement of the Parties and/or their respective counsel. If the Parties cannot agree on a single arbitrator, then each Party shall propose three (3) potential arbitrators to the Superior Court of California in Los Angeles part of a Petition to the Court that shall be filed jointly by the Parties for the purpose of resolving the sole issue of arbitrator selection. The Superior Court will select the single arbitrator from the potential arbitrators proposed by the Parties. Once selected, the Arbitrator shall be empowered to hear and resolve any and all issues related to the dispute. The Arbitrator shall issue rulings, decisions, orders, judgments and permanent injunctions, without prejudicing a party’s right to seek an injunction of any kind from a court of competent jurisdiction as applicable and appropriate. The arbitrator shall award the prevailing party all reasonable attorneys fees and actual costs. If a party to this agreement, after providing in writing 5 calendar days written notice of a request to arbitrate a dispute and said request is either ignored or rejected, then the party who files a petition or motion to compel arbitration and prevails in said motion, shall be entitled to an interim award of reasonable attorneys fees and costs incurred in demanding the arbitration and incurred in the filing, reply to an opposition and appearing at the hearing on said motion.
B. Notice; Process:
A Party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that We do not have a physical address on file for You, by electronic mail ("Notice").
Under The Influence's address for Notice is:
Under The Influence
117 North Gale Dr, PH5
Beverly Hills, CA 90211.
The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if We do not reach an agreement to do so within 30 days after the Notice is received, You or Under The Influence may commence an arbitration proceeding.
C. Class Actions:
You specifically agree that any claim or cause of action You may have arising out of this Agreement will be brought only in Your individual capacity. You agree and acknowledge that You will not be a Party, class member, or representative of any class action proceedings against Us. Also, an arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Section XIX. TIME LIMIT TO FILE CLAIMS:
Any claim or cause of action relating to or pertaining to this Agreement must be arbitrated as set out in Section XVIII above within one (1) year of the occurrence giving rise to the claim or cause of action. This time limitation applies to all terms and conditions set out in this Agreement. All claims or causes of action not initiated within the time restriction as set forth in this Section XIX are permanently barred.
Section XX. MISCELLANEOUS:
A. Governing Law and Jurisdiction:
This Agreement will be governed by and construed in accordance with the laws of the State of California, notwithstanding the actual state or country of residence or incorporation of the parties. Except with regard to arbitration matters, the Parties consent to the exclusive jurisdiction of the state or federal courts in Los Angeles, California for all actions arising out of or related to this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND UNDER THE INFLUENCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION WITH RESPECT TO ANY CLAIM, COUNTERCLAIM OR ACTION ARISING FROM THE TERMS OF THIS AGREEMENT. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Other than as specifically mentioned in this Agreement, any notice or other communication to be given hereunder will be in writing and will be (as elected by the Party giving such notice):
(i) personally delivered;
(ii) sent by prepaid overnight delivery services such as FedEx or USPS Express Mail, with delivery confirmation and/or return receipt; or
(iii) by email, which is effective upon delivery confirmation.
If the email is to Under The Influence, the email address is info@UnderTheInfluence.com. If the email is to Under The Influence Influencer then the email address is the one provided in the Site registration information. Unless otherwise provided herein, all notices will be deemed to have been duly given on the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally. Either Party may change its address for purposes hereof on not less than three (3) business days prior notice to the other Party.
In the event that any of the provisions of this Agreement are held by to be unenforceable by a court or arbitrator, the remaining portions of the Agreement will remain in full force and effect.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Under The Influence without restriction. Any assignment attempted to be made in violation of this Agreement shall be void.
Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.
F. Independent Contractors:
Nothing contained in this Agreement or Your use of the Site, and/or any Services provided in connection with the Site, shall be construed to constitute either Party as a partner, joint venturer, employee, or agent of the other Party, nor shall either Party hold itself out as such. Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party, it being intended by both Parties that each shall remain independent contractors responsible for its own actions.
G. Export Control:
The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that You are not named on any U.S. government denied-party list, and You shall not permit third parties to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
The failure of Under The Influence to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Under The Influence.
I. Entire Agreement:
This Agreement is the complete and exclusive agreement between You and Under The Influence with respect to the subject matter hereof, superseding and terminating all previous communications, representations, or agreements, whether written or oral between the parties relating to the services provided hereunder.