1. Acceptance of Terms
2. Zfluence Responsibilities
Zfluence sources and manages a community of members of Generation Z (“Zfluencers”) who have agreed to receive, at no cost, products and/or services (“Product(s)”) in exchange for working with certain members of their Brand Community in ways that have been agreed to by those Brand Community members and those Zfluencers. Zfluence will engage its community of Zfluencers in order to identify Zfluencers who are fans of your brand and interested in working with and receiving Product(s) from you. On an ongoing basis and through your Zfluence Brand Portal, Zfluence will provide you with the names, schools attending, and Instagram and TikTok handles of Zfluencers who are interested in working with you. Once you approve the Zfluencers with whom you would like to work, Zfluence will notify them that they have been accepted as one of your Zfluencers and provide you, via your Brand Portal, with their email addresses so you may connect directly with them to instruct, mobilize, and manage them. Zfluence does not direct or manage your relationships with your Zfluencers in whole or part, so Zfluence accepts no responsibility for the success of your relationships with your Zfluencers. Zfluence does not make any warranties that the app or site will be uninterrupted, secure, or error-free or that your use of the app or site will meet your expectations.
3. Your Responsibilities
You are responsible for checking your Brand Portal regularly to review and approve the Zfluencers with whom you would like to work; contacting your Zfluencers to discuss how you would like them to help you and getting their agreement for such work; deciding what Product(s) you will be sending to them; mailing or delivering your Product(s) to your Zfluencers at your own cost; and communicating directly and in an ongoing fashion with your Zfluencers to direct, mobilize, and manage them. You warrant that you will not send your Zfluencers Products(s) that are in violation of any applicable laws and none of the Product(s) you send will be libelous, slanderous, or indecent and that you will not provide them with false, misleading, or deceptive information that infringes upon the rights (including Intellectual Property rights) of any third party. Furthermore, you agree that you will contact your Zfluencers solely for purposes relating to their role as one of your Zfluencers, and you will never share their name, the school they attend, their email and/or physical address, their social media handles, or any other contact information with anyone outside your company. You also agree that you will neither contact nor engage with any Zfluencer in any capacity if and when you are no longer a Zfluence Client or Zfluence will have the right to collect from you your monthly fee(s) for each month during which that contact or engagement has taken place.
To access Zfluence’s Service, you agree to pay Zfluence the monthly amount to which you subscribed for a minimum period of three months. You agree to pay for Zfluence’s Service automatically on a recurring monthly basis until you cancel your service via your Brand Portal. Zfluence requires full payment of the active monthly invoice, any outstanding invoices, and full monthly payment(s) for any additional months during which any one or more of your Zfluencers are still conducting work on your behalf.
Included as a part of your monthly fee, and at no additional cost, you are authorized to use, reproduce, and/or promote any social media posts or content that have been created by your Zfluencers for your company. You agree to allow Zfluence to include your company logo on its website and in marketing materials; to mention your company on Instagram and other social media platforms and in marketing materials; and to reproduce and/or share on Instagram and elsewhere any social media posts or content that have been created by Zfluencers for your company.
6. Confidential Information
“Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or otherwise, that the disclosing party identifies as confidential or proprietary or that reasonably appears to be confidential or proprietary. Both parties agree to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with this Agreement. Confidential Information does not include any information which is now, or becomes, through no act or failure on the part of the receiving party, generally known or available to the public.
7. Limitations of Liability
Except as set forth herein, Zfluence disclaims all warranties, conditions, or representations (express, implied, oral, or written) with respect to the services or any support related thereto, including all warranties of merchantability, fitness for a particular purpose, non-infringement, non-interference, accuracy of data, and warranties arising from a course of dealing. Except for claims arising out of gross negligence or willful misconduct, neither party is liable to the other party for any costs of procurement of substitute goods or services or any special, indirect, incidental, exemplary, or consequential damages, including without limitation lost profits, loss of goodwill, business interruption, or loss of information (“special damages”), of any party, including third parties, regardless of whether such party was advised of the possibility of the foregoing. Except for claims arising out of gross negligence, willful misconduct, or indemnity obligations, in no event will the total collective liability of either party under this agreement exceed the aggregate fees paid or owed by you under this agreement during the six-month period preceding the date on which the claim arose. In no event will this limitation apply to the amounts due for services under the agreement.
You shall indemnify, defend, and hold harmless Zfluence, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement agreement, from a claim that arises out of (a) use of the Product, or (b) your breach of any applicable laws, regulations, codes or ordinances, including but not limited to privacy law.
This Agreement commences on the effective date of the first payment and continues for a minimum of three months and then for as long as there is at least one active billing period.
10. Termination for Breach
In addition to any other remedies it may have, if either party breaches any of the terms or conditions of this Agreement and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate this Agreement or a specific invoice upon 15 days’ written notice.
11. Independent Contractors
In performing under this Agreement, each party is acting as an independent contractor, and in no way are the parties to be construed as partners, joint venturers, or agents of one another in any respect.
12. Third Party Services
If any provision of this Agreement, or the application thereof, is for any reason and to any extent determined by a court of competent jurisdiction to be invalid or unenforceable under applicable law, a valid provision that most closely matches the intent of the original will be substituted and the remaining provisions of this Agreement will be interpreted so as best to reasonably affect its original intent.
14. Governing Law
This Agreement is governed by the laws of the State of Texas. Further, the parties agree that any claim or cause of action under or relating to this Agreement shall be brought in the state or federal courts located in Austin, Texas, and the parties agree to submit to the exclusive personal jurisdiction of such courts.
15. Changes to Terms
16. Entire Agreement