Terms of Use for Influencers
These TERMS OF USE (this “Agreement“) are agreed to between INFY LTD (hereinafter, “Infy”) and you, or if you represent a company or other entity, that company or entity (in either case, “You”).
Infy has developed a web-based service (the “Service”) that enables advertisers, marketers or their agents (collectively, “Marketers”) to, among other things, find necessary content creators (“Influencers”) for their marketing campaigns.
For this Terms of Use the Influencer is a physical or legal person who possesses a public profile on a social network, especially Instagram, Youtube, Tik Tok, and whose number of followers exceeds 1,000 followers, and who created an influencer account on infy.cc.
You are interested in using the Service. Before accessing or using the Service or Content (as defined below), You are required to agree to the terms of this Agreement. This Agreement includes the terms and conditions below and Infy’s then-current Privacy Policy. You are responsible for compliance with this Agreement (including these policies).
Unless You later enter into any the other agreements with Infy regarding the Service or Content, this Agreement is the complete and exclusive agreement between You and Infy regarding Your access to and use of the Service and Content. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and Infy relating to Your use of the Service and Content.
PLEASE CAREFULLY READ THIS AGREEMENT. by ACCESSING OR USING THE SERVICE OR CONTENT, or by clicking a box that states that you accept or agree to these terms, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, Infy IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SERVICE OR CONTENT and YOU MUST NOT ACCESS OR USE THE SERVICE OR CONTENT. IF YOU ACCESS OR USE THE SERVICE OR CONTENT, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.
1. Definitions.
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term.
This Agreement is entered into as of the earlier of the date You first access or use the Service or Content, or indicate your acceptance by clicking a box that states you accept this Agreement (the “Effective Date”) and will continue until terminated as set forth herein.
3. Modifications.
Infy reserves the right, at any time, to modify the Service, Content or this Agreement, by making those modification available on the Service or by providing notice to You as specified in this Agreement. Modifications will be effective immediately upon posting on the Service or such other notice. You may cease using the Service at any time if you do not agree to any modification. However, You will be deemed to have agreed to such modification through Your continued use of the Service following such notice.
4. Account.
You may be required to establish an account on the Service (an “Account”) to access certain portions of the Service. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Service or Content through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify Infy immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current.
5. Access.
5.1 To the Service.
Subject to Your compliance with this Agreement, Infy will permit You to access and use the Service, solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement You have entered into with Infy.
5.2 To Marketers.
The Service may allow (a) You to make certain of Your data and information (which may include Your personally identifiable information) available to Marketers, and (b) Marketers and You to communicate. By accepting or providing a Communication to or from a Marketer, You are agreeing to allow that Marketer to communicate directly with You through the Service. You agree that You are solely responsible for all Communications between You and any Marketer through the Service. Your election to share your data and information (which may include Your personally identifiable information) to Marketers.
5.3 To Content.
Unless otherwise noted on the Service, all content, data or other information provided through the Service (collectively “Content”) is owned by Infy, the Marketers, and Infy’s other Influencers, licensors and providers. You are solely responsible for verifying the accuracy, completeness, and applicability of all such Content, and for Your use of any such Content. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information or content from Marketers or Influencers and other independent third party Content providers (“Third Party Content”). Infy has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Service. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Content, or any IPR (as defined below) therein or related thereto. If You would like to use the Content in a manner not permitted by this Agreement, please contact Infy.
6. Termination.
This Agreement may be terminated by either party at any time, in that party’s sole discretion. Upon termination or expiration of this Agreement for any reason: (1) all rights and subscriptions granted to You under this Agreement will terminate; (2) You will immediately cease all use of and access to the Service and all Content; (3) Infy may delete Your Account at any time. Sections 1 (Definitions), 6 (Termination), 9 (Ownership), 10 (Warranties and Disclaimer), 11 (Indemnity), 12 (Limitation on Liability), 13 (Data Privacy), 15 (Governing Law and Venue) and 16 (Additional Terms) will survive any expiration or termination of this Agreement.
7. Suspension.
Without limiting Infy’s right to terminate this Agreement, Infy may also suspend Your access to Your Account and the Service or Content, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Infy to be inappropriate or detrimental to the Service, Infy, or any other Marketer or Influencer.
8. Service Technology.
The Service, and the databases, software, hardware and other technology used by or on behalf of Infy to operate the Service, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Infy. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Infy; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
9. Ownership.
Infy retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your right to access the Service and Content under this Agreement. The Infy name, logo and all product and service names associated with the Service and Content are trademarks of Infy and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
10. Warranties and Disclaimer.
Each party hereby represents and warrants that: (1) it has the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on behalf of such party; and (3) it has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICE, CONTENT and TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” and Infy AND ITS providers EXPRESSLY DISCLAIM, AND YOU DISCLAIM ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO the SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, title or non-infringement. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Infy, ITS EMPLOYEES, PROVIDERS OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES expressly SET FORTH IN THIS SECTION.
11. Indemnity.
You hereby agree to indemnify, defend, and hold harmless Infy and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Service, Content or Technology. Infy will provide You with notice of any such claim or allegation, and Infy will have the right to participate in the defense of any such claim at its expense.
12. Limitation on Liability.
Infy will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE SERVICE, CONTENT OR SERVICES, EVEN IF Infy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF SUBMISSIONS, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. Infy’s TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND all SERVICES provided under this agreement, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10. You agree THAT Infy WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Infy’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
13. Data Privacy.
You expressly consent to the use and disclosure of personally identifiable and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Infy will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural person as the source thereof) resulting from Your access to and use of the Service or Content. To the extent any such data or information is collected or generated by Infy, the data and information will be solely owned by Infy and may be used by Infy for any lawful business purpose without a duty of accounting to You, provided that the data and information is used only in an aggregated form, without directly identifying You or any other entity or natural person as the source thereof.
14. Claims of Infringement.
Infy respects Your copyrights and other intellectual property rights and those of other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Service without Your authorization in a way that constitutes copyright infringement, You may notify us by e-mail to: [email protected]
Please provide the following information: (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature.
15. Governing Law and Venue.
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Delaware, U.S.A. as such laws apply to contracts between Delaware residents performed entirely within Delaware without regard to the conflict of laws provisions thereof. Each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the District of Delaware, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of the court in any such action or proceeding brought in the court by Infy.
16. Additional Terms.
Unless otherwise amended as provided herein, or as otherwise provided herein, this Agreement will exclusively govern Your access to and use of the Service and Content, and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Your access to and use of the Service and Content. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger, consolidation, or other operation of law) without the prior written approval of Infy. Any assignment in violation of the foregoing will be null and void. Infy may assign this Agreement to any party that assumes Infy’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Service or Content may contain links to third-party sites that are not under the control of Infy. Infy is not responsible for any content on any linked site and You access any third-party site from the Service or Content at Your own risk. Infy may reference You as a user of the Service and use Your name and logo, as applicable, in listings of users of the Service appearing on the Service and for other marketing and promotional purposes relating to the Service.