Dealspotr Platform Merchant Terms of Use

Last Updated: 11/21/2017

The following terms of use (the "Terms of Use") govern your access to and use of (1) the Dealspotr website located at https://dealspotr.com/ (the "Website"), (2) the Dealspotr online platform facilitating the matching of Influencers (as defined below) and other users (each, a "Merchant") interested in retaining an Influencer to create promotional online media content, and (3) all other services provided by Zipfworks, Inc., the operator of the Website, as described on the Website (collectively, the "Platform"). These Terms of Use form an agreement between Zipfworks, Inc. ("Zipfworks", "us", "we", "our") and you. The term "you" refers to the person or entity (including, but not limited to Merchants) visiting the Platform, browsing or otherwise using the Platform, or communicating with content creators registered with Zipfworks (each content creator registered with Zipfworks is referred to herein as an "Influencer") for the purpose of creating promotional online media content for your products or services (each, a "Campaign"). By accessing and using (the term "use" when used herein in respect of the Platform shall mean access or use, and using shall have a corresponding meaning) the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform. If you are accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to these Terms of Use.

The Platform is provided solely (the "Permitted Use") to: (1) assist you in gathering information about the various types of Campaigns and Influencers available on the Platform, including profiles, price quotes, and videos of Influencers (each, an "Influencer Profile"); (2) enable you to post information regarding yourself and your Campaign request; (3) post reviews of Influencers; (4) facilitate communication with Influencers with the objective of entering into a Campaign Agreement; and (5) facilitate the transmission of payments from you to the Influencer under a Campaign Agreement ("Platform Services").

  • Changes to these Terms of Use and Platform

    Except where prohibited by applicable law, we reserve the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

    We reserve the right to change any information, material or content (including, but not limited to, price, features, availability of Influencers, Influencer Profiles and types of Campaigns, and reviews of Campaigns and Influencers) contained on or provided through the Platform (the "Content") at any time, and from time to time, without notice.

  • Use of the Platform

    As a condition of your use of the Platform, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation; (c) you shall use the Platform in accordance with these Terms of Use; and (d) all information supplied by you on the Platform is true, accurate, current and complete.

    We retain the right, in our sole discretion, to deny access to anyone to the Platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms of Use. You shall cease and desist from any such access or use immediately upon our request.

  • License Grants

    Subject to these Terms of Use, Zipfworks grants you a personal, revocable, non-exclusive and non-transferable license during the Term to permit you to access and use the Platform in accordance with these Terms of Use.

    Subject to these Terms of Use, you grant to Zipfworks a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) our reasonable audit and data retention policies.

  • User Account

    You will be required to successfully sign up for a user account (the "User Account") using the available interfaces at the Platform and be issued with a username and password login credentials by Zipfworks ("User ID") in order to use the Platform and communicate with Merchants through the Platform. If you are issued with a User ID, you shall keep your User ID secure and shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of Zipfworks, including account names. We reserve the right to disable any User Account issued to you at any time in our sole discretion. If we disable access to a User Account issued to you, you may be prevented from accessing the Platform, your account details or any Campaigns that are associated with your account.

  • Term and Termination

    We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at contact@zipfworks.com. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. Furthermore, any Campaign Agreement shall be subject to the cancellation and payment provisions as specified in such Campaign Agreement.

  • Campaign Agreements with Influencers

    The Platform permits you to view the Influencer Profiles of Influencers who have registered on our Platform and have chosen to allow you to view their Influencer Profiles. You may search Influencers by topical areas on the Platform and/or by Influence Score (as defined below), and you may limit your Campaigns to Influencers within specific topical areas and/or to Influencers who have a certain minimum Influence Score.

    If you select an Influencer for a Campaign through the Platform, you may separately enter into an agreement with that Influencer on such terms and conditions as may be agreed to between you and that Influencer ("Campaign Agreement"). For example, the Campaign Agreement may contain (a) a description of the services to be provided by the Influencer, (b) the method of promotion requested (e.g., blog post, YouTube video, or any format, and (c) any other terms and conditions as communicated between you and the Influencer through this Platform or otherwise.

    You understand that you are engaging the Influencer you select and not Zipfworks, and that Zipfworks is not a party to and will be in no way responsible for the performance of either you or the Influencer under any Campaign Agreements, except for facilitating the transmission of payment from you to the Influencer on your instructions in accordance with these Terms of Use. Zipfworks does not make any representations or warranties of any kind in respect of an Influencer or a Campaign Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Campaign Agreement in accordance with the terms and conditions thereof. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement.

    If you enter into a Campaign Agreement other than through the use of the Platform, you will notify Zipfworks within 14 days of the date of such Campaign Agreement.

    Any Campaign Agreement may be terminated by you within 72 hours without fee or penalty. Thereafter, the termination of any Campaign Agreement will result in a fee equal to twenty five percent (25%) of the total Campaign Agreement fee, provided that if any Influencer has delivered any content pursuant to the Campaign Agreement, you will be charged an amount equal to one hundred percent (100%) of such Influencer's content creation fee, plus twenty five percent (25%) of the total amount of the Campaign Agreement.

  • Tracking Pixels

    As a part of your Campaigns, we will track how well each Influencer performs in terms of clicks and conversions sent to your stores or sites. When you create your campaign, and you engage Influencers to promote your Campaign, each Influencer will be assigned a unique tracking URL as well as a referral discount code which they can use to promote your Campaign. If a consumer uses either of these to purchase your products or services in your stores or sites, such event will be tracked and reported on your Campaign dashboard in the Platform. Each Influencer's overall performance in driving sales across their Campaigns will impact their Influence Score. To enable tracking, you must install Dealspotr's tracking pixel on your e-commerce store. You consent to our tracking of such purchases using the tracking URLs and referral discount code.

  • Fees and Payment

    You must fund your Campaigns through the Platform, and any payments to Influencers will be made from such funds. It is your responsibility to make sure that your Campaign is adequately funded to enable payment to the Influencers you accept to provide services on your Campaign and to pay the Fees (as defined below) payable to Zipfworks. If your Campaign is not adequately funded you will still be responsible to pay all such payments and Fees.

    You shall pay Zipfworks a fee equal to fifteen percent (15%) of the amounts payable by you to any Influencers in connection with each Campaign Agreement (the "Fee"). The amounts payable by you to engage an Influencer are based on an "Influencer Score", which is calculated by Zipfworks based on certain criteria related to such Influencer, including (a) blog traffic, (b) social media engagement and (c) performance in prior Marketing Campaigns on the Platform. The Influencer Score of Influencers shall be solely determined by Zipfworks and shall be viewable by you on the Platform. For the avoidance of doubt, the Fee payable to Zipfworks is in addition to the amounts payable to the Influencer.

    If you make any payments in connection with a Campaign Agreement other than through the Platform or Zipfworks, you shall pay Zipfworks the Fee within fifteen (15) days of such payment. You will pay Dealspotr the Fee even if the Influencer fails to perform fully or partially under the Campaign Agreement.

    Zipfworks may facilitate the transmission of payments from you to the Influencer in connection with a Campaign Agreement ("Facilitated Payment"). You hereby authorize Zipfworks to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds to the Influencer on your instructions. Zipfworks is not your trustee or fiduciary in respect of any Facilitated Payments or any Campaign Agreements. Zipfworks reserves the right, at its sole discretion, to place a hold on a Facilitated Payment, if Zipfworks determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Zipfworks is required to cooperate with law enforcement.

  • Six Month Exclusivity

    For a period of six (6) months commencing on the later of: (i) the date when you last communicated with an Influencer in respect of a Campaign, whether through the Platform or otherwise, and (ii) the execution date of a Campaign Agreement entered into with an Influencer (the "Commencement Date"), neither you nor your agents or affiliates will enter into an agreement directly or indirectly with such Influencer for the creation of any promotional media content, subject to the following exemptions:

    The agreement you are entering into with the Influencer is a Campaign Agreement, in respect of which Zipfworks will receive a Fee as provided for hereunder; or

    You were engaged in good-faith negotiations with the Influencer for the creation of that promotional media content on or before the Commencement Date; or

    You are renewing a pre-existing agreement with the Influencer that expired after the Commencement Date.

  • Reviews and Comments

    By submitting content to the Platform or Zipfworks, including any Influencer or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, "Submissions"), you grant Zipfworks and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Zipfworks may choose to provide attribution of your Submissions (for example, listing your name and city on an Influencer or Campaign review that you submit) at our discretion, and that such submissions may be shared with Influencers and others using our Platform. You further grant Zipfworks the right to pursue at law any person or entity that violates your or Zipfwork's rights in the Submissions by a breach of these Terms of Use. You acknowledge and agree that Submissions are non-confidential and non-proprietary.

    Zipfworks takes no responsibility and assumes no liability for any Submissions posted or submitted by you. Zipfworks has no obligation to post your Submissions and reserves the right, in its absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions.

    You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. You shall not post or transmit to or from the Platform: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy, or that would violate any law or regulation(including but not limited to any FTC regulation); (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Zipfworks may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

  • Ownership

    All Content, including (without limitation) all designs, infrastructure graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks displayed on the Platform, are owned or licensed by Zipfworks and are protected by copyright, trade-mark and other intellectual property laws.

    We expressly reserve all rights in the Platform and all materials provided by us in connection with these Terms of Use that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, all materials provided by Zipfworks in connection with these Terms of Use (including the Content), and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Zipfworks (or third party suppliers, if applicable), and that the Platform and all materials provided by Zipfworks hereunder are licensed and not "sold" to you.

  • Privacy Policy

    Please visit https://dealspotr.com/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use: Privacy Policy

    Please note that Influencers may have additional privacy policies or statements that govern their practices in collecting, storing, using and disclosing your personal information. Please read those additional privacy policies or statements carefully. You hereby represent and warrant to Zipfworks that you have familiarized yourself and agree with those privacy policies or statements imposed by any Influencer with whom you elect to deal through the Platform.

  • No Unlawful or Prohibited Use

    You shall not, without our prior written permission, use the Platform and the Content for purposes other than the Permitted Use. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

    • (a) "frame", "mirror" or otherwise incorporate the Platform or the Content or any part thereof on any commercial or non-commercial website;
    • (b) access, monitor or copy any part of the Platform or the Content using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
    • (c) violate the restrictions in any robot exclusion headers on the Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
    • (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on the Platform;
    • (e) deep-link to any portion of the Platform for any purpose;
    • (f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or the Content;
    • (g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;
    • (h) use the Platform or any Campaign or Content as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by an applicable Campaign Agreement and only in the exact manner specified and enabled by therein;
    • (i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
    • (j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Content;
    • (k) create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform or the Content;
    • (l) use of access the Platform in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party;
    • (m) upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws and FTC regulations), in each case as determined in our sole discretion; or
    • (n) post, upload, publish, submit or transmit any Content that:
    • (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
    • (ii) violates, or encourages any conduct that would violate, any applicable law or regulation (including but not limited to any FTC regulation) or would give rise to civil liability;
    • (iii) is fraudulent, false, misleading or deceptive;
    • (iv) is defamatory, obscene, pornographic, vulgar or offensive;
    • (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
    • (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or
    • (vii) promotes illegal or harmful activities or substances.

    You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to the Platform. You acknowledge that Zipfworks may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you.

  • Clear and Prominent Disclosure in Campaigns of Material Connections Between Influencer and Merchant

    Campaigns are required to comply with the Federal Trade Commission's Endorsement Guides. In the event you engage an Influencer for a Campaign, you understand and agree that the Influencer is required to clearly and conspicuously disclose any material connection between you and the Influencer. Material connections include, but are not necessarily limited to anything of value, such as free use of products or services, you provide to an Influencer. In general, disclosures should be:

    • • in clear and unambiguous language;
    • • as close as possible to the native ads to which they relate;
    • • in the same medium as the ad, for instance, in the video or in the blog post;
    • • in a font and color that's easy to read;
    • • in a shade that stands out against the background;
    • • for video ads, on the screen long enough to be noticed, read, and understood; and
    • • for audio disclosures, read at a cadence that's easy for consumers to follow and in words consumers will understand

    As a Merchant, it is your responsibility to understand and abide by the requirement imposed by the FTC and to ensure that a clear and conspicuous disclosure is made by the Influencer each and every time you approve content publication for a Campaign.

    If Zipfworks learns of Campaigns you initiate that do not, in our sole discretion, abide by the FTC endorsement disclosure guides, we may require you and the Influencer to add appropriate disclosures, and we may require the Influencer to suspend the Campaign until such disclosures are added. Repeated failure to include appropriate disclosures in Campaigns you initiate, or the failure to add disclosures upon request by Zipfworks, may result in termination of your account.

  • Third Party Websites

    The Platform may provide links to third party websites. We do not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under our control, and if you choose to access any such web site, you do so entirely at your own risk.

  • Viruses

    The downloading and viewing of Content is done at your own risk. We cannot and do not guarantee or warrant that the Platform or the Content are compatible with your computer system or that the Platform or the Content, or any links from the Platform or the Content, shall be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Platform.

  • Communications Not Confidential

    We do not guarantee the confidentiality of any communications made by you through the Platform. Although Zipfworks generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform, you understand, agree and acknowledge that Zipfworks cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Platform or any Campaigns.

  • DISCLAIMER AND LIMITATION OF LIABILITY

    THE PLATFORM AND THE CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. USE OF THE PLATFORM OR THE CONTENT IS AT YOUR OWN RISK. ZIPFWORKS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ABOUT THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, CURRENCY, OR TIMELINESS OF THE PLATFORM OR THE CONTENT. THE PLATFORM AND THE CONTENT MAY INCLUDE ERRORS, OMISSIONS AND INACCURACIES, INCLUDING, WITHOUT LIMITATION, PRICING ERRORS. ZIPFWORKS DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES IN THE PLATFORM OR THE CONTENT. IN ADDITION, ZIPFWORKS EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS ON THE PLATFORM.

    INFLUENCER AND CAMPAIGN REVIEWS DISPLAYED ON THE SITE ARE INTENDED AS ONLY GENERAL GUIDELINES, AND ZIPFWORKS DOES NOT GUARANTEE THE ACCURACY OF THE REVIEWS. ZIPFWORKS MAKES NO GUARANTEES ABOUT THE AVAILABILITY OF SPECIFIC INFLUENCERS, CAMPAIGNS OR TYPES OF CAMPAIGNS.

    TO THE FULLEST EXTENT PERMITTED BY LAW, ZIPFWORKS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PLATFORM AND THE CONTENT WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OR THAT THE PLATFORM OR THE CONTENT ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT WILL ZIPFWORKS BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT ZIPFWORKS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT OR ANY CAMPAIGN AGREEMENT.

    INFLUENCERS MARKETING THEIR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT ORGANIZATIONS AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF ZIPFWORKS. ZIPFWORKS IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY INFLUENCERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER FOR CAMPAIGNS CREATED BY INFLUENCERS.

    TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF ZIPFWORKS IN CONNECTION WITH OR UNDER THESE TERMS OF USE, INCLUDING FROM A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO A CAMPAIGN AGREEMENT, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT EXCEED ALL FEES ZIPFWORKS HAS COLLECTED FROM YOU UNDER THESE TERMS OF USE IN THE PRECEDING 12 MONTHS OR THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

    Limitations Period. YOU AND ZIPFWORKS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS, THE ZIPFWORKS WEBSITE, THE SERVICES OR THE CAMPAIGNS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

    The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

    Indemnification You shall defend, indemnify and hold harmless Zipfworks and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of:

    (a) your breach of any of your warranties, representations or obligations under these Terms of Use or any documents referenced herein;

    (b) your violation of any law (including, without limitation, any FTC regulation or guideline) or the rights of a third party (including, without limitation, intellectual property rights);

    (c) your use of the Platform;

    (d) breach of or failure to perform under any Campaign Agreement by you or by any third party acting on your behalf or with your permission; or (d) the use of any media content created by Influencers, you or third parties in connection with a Campaign by you, Influencers, or by any third party acting on your behalf or with your permission.

    Geographic Application of the Platform Not all of the Influencers, Campaigns and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

    Governing Law These Terms of Use and any action related thereto shall be governed by the laws of the State of California without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or the Content, notwithstanding your domicile, residency or physical location. The Platform and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.

    Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California in all disputes arising out of or relating to the use of the Platform or the Content.

    Entire Agreement, Waiver and Severability These Terms of Use constitute the entire agreement between Zipfworks and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Zipfworks with respect to the Platform. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

    Our failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zipfworks. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

    If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

    If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties (such as the terms of a Campaign Agreement in respect of a Campaign), then these Terms of Use shall prevail; provided that, if you are also a Merchant registered on the Platform, the terms of use applicable to Merchants will govern your relationship with Zipfworks in that respect.

    It is the express wish of the parties that these Terms of Use and all related documents be written in English.