Zfluence

Zfluence matches brands with their most passionate and influential Gen Z fans to enable the most authentic and effective brand ambassador relationships.

Brand Community Terms of Use

1. Acceptance of Terms

The Service that Zfluence LLC (“Zfluence”) provides to you is subject to the terms and conditions set forth herein (“Terms of Use”). By accessing and/or using the Service, you will be deemed a Zfluence client (hereinafter referred to as “You” or “Client”). Zfluence and Client are collectively referred to as Parties. You acknowledge and agree that you have read, understand, and agree to be bound by all of the terms and conditions of these Terms of Use. If you agree to these Terms of Use on behalf of an entity, you represent that you have full power, capacity, and authority to accept these terms on behalf of Client. In such event, “you” and “your” as used herein will refer and apply to each entity. The terms and conditions of these Terms of Use will govern your access to and/or use of the Service.

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.

4. Fees

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.

5. Marketing

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.

8.  Indemnification 

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.

9.  Term

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    

You agree that Zfluence does not have control over what a Zfluencer says, does, or posts on social media or the terms of use, privacy policies, operation, intellectual property rights, performance, or content of any third-party sites, which include but are not limited to Instagram. Accordingly, Zfluence disclaims all responsibility and liability for any Zfluencer’s conduct or posts or the use of third-party sites or any information collected from such third-party sites, and any damages or other harm whether to you or end users. 

13. Severability 

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

Occasionally we may make changes to these Terms of Use. When we make material changes, we will send you an email announcing the change. Your continued use of the Service after the changes have been made will constitute your acceptance of the changes. If you do not wish to continue using our Service under any new Terms of Use, you may terminate your account by emailing us at info@zfluence.com and canceling your account in your Brand Portal. Zfluence requires full payment of the active monthly invoice and full monthly payment for any additional months during which any one or more of your Zfluencers are still conducting work on your behalf.

16. Entire Agreement

These Terms of Use constitute the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements or understandings written or oral, relating to its subject matter.