Before accessing or using the Platform or Service, Users must first agree to this Agreement. This Agreement shall apply to all transactions conducted through the Platform and Service and Users are responsible for compliance with this Agreement.
In this Agreement, (i) “Advertiser” means collectively any person or entity who participates in the Service by creating campaigns as described in the Platform, including any agency representing such Advertiser, (ii) “Influencer” means collectively persons, groups or entities who create and/or distribute content through blogs, social media posts/channels, messages or other communications as part of a Linqia sponsored campaign through the Platform or Services, and (iii) “User” means any person or entity (including any Influencer) accessing or using the Linqia website, Platform or Service.
- ACCEPTING THIS AGREEMENT
Users can accept this Agreement by:
(i) clicking on the “I Agree” or “I Accept” box;
(ii) registering in the Linqia Platform; or
(iii) accessing or using the Platform or Services or otherwise accepting an assignment to participate in a campaign Users thereby opt in to this Agreement and agree that Linqia may disclose registration and other applicable information to the Advertiser. In this case, User understands and agrees that Linqia will treat such use of the Services as acceptance of this Agreement from that point onwards.
The term of this Agreement will commence on the date any of the earliest above numbered events occur (the “Effective Date”) and will end when terminated by either party in accordance with this Agreement.
You may not use the Platform or Services and may not accept this Agreement if: (a) User is not legally competent to form a binding contract with Linqia; (b) in the case of a company or other entity, User lacks the authority to enter into this Agreement and bind that company or other entity to this Agreement; or (c) User does not comply with Section 9 “Eligibility” rules. Your acceptance will legally bind User to comply with this Agreement.
IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, THEN SUCH USER HAS NO RIGHT TO ACCESS OR USE THE PLATFORM OR PARTICIPATE IN THE SERVICE. IF USER DOES ACCESS OR USE THE PLATFORM OR SERVICE USER ACKNOWLEDGES THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
Participating Advertisers create and send campaigns (“Campaigns”) through the Platform located on the Linqia website, which offer Influencers the chance to participate in Campaigns from the Advertiser. Linqia presents this information to eligible Influencers via an offer sheet (“Offer Sheet”). Each Offer Sheet contains various Campaign details, including, but not limited to, a brief description of the campaign, start and end date, and compensation information. If accepted to the Campaign, participating Influencers will receive additional information and Guidelines from Linqia via email communications and through Influencer’s account in the Platform. All Influencers participating in a Campaign are required to review the Influencer brief corresponding to the campaign, which includes important information about the Campaign and Campaign requirements (“Influencer Brief”). All Campaigns must comply with the requirements established by Linqia and the Advertiser as presented in the applicable Offer Sheet, Campaign related email correspondence, communications in the Platform and the Influencer Brief (collectively referred to as the “Requirements”). By accepting and participating in a Campaign, Influencer acknowledges and agrees that you have reviewed and accept all Requirements. If Influencer does not accept any terms of the Influencer Brief or any other Requirements, Influencer must immediately notify Linqia and refrain from participating in the Campaign. By accepting and participating in a Campaign, Influencer agrees to strictly adhere to the Influencer Brief, the Requirements and this Agreement. Noncompliance with the Influencer Brief, Requirements, including but not limited to any applicable acceptance or posting dates, or this Agreement may result in Influencer not being entitled to compensation, removal from the Campaign, ineligibility to participate in any future Linqia Campaigns and/or being removed from our Platform.
- REVIEWS & APPROVALS
Linqia in its sole discretion shall determine whether a particular Influencer has complied with the Requirements and is entitled to the compensation established for a Campaign. Influencers who do not comply with the Influencer Brief, Requirements and this Agreement will not be entitled to the compensation associated with such Campaign.
- USE OF THE SERVICES BY USER
In order to access certain Services, User may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of Users continued use of the Platform or Services. User agreea that any registration information you provide to Linqia will always be accurate, complete and up to date. User will update your registration information as necessary to maintain accuracy.
User agrees to use the Platform and Services only for purposes that are compliant with and permitted by (a) this Agreement, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the processing of personal data and data privacy such as the California Consumer Privacy Act of 2018 upon its effective date and the export of data or software to and from the United States or other relevant countries). Unless otherwise agreed in writing by Linqia, User agrees that you shall not copy, distribute, modify, reproduce, duplicate, perform, display, create derivative works from, reverse engineer, decompile, attempt to obtain the source code or algorithms of, trade, sell, rent, lease, license, sublicense, resell or transfer the Service or Platform or any portion thereof. Users shall not in connection with any Campaign take any of the following actions or use the Service or Platform to transmit spam, send unsolicited e-mails, conceal the identity of an e-mail sender or to create or utilize technology to generate fraudulent activity or traffic including, but not limited to, bots, or spiders. User shall not use the Service or Platform as a service bureau or for the benefit of any third party other than as authorized in this Agreement, whether on a paid or unpaid basis.
User agrees not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Linqia, unless you have been specifically allowed to do so in a separate agreement with Linqia. User specifically agrees not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that Users comply with the instructions set out in any robots.txt file present on the Services.
User agrees that you will not engage in any activity that interferes with or disrupts the Platform or Services (or the servers and networks which are connected to the Services). Product samples provided by a brand are for campaign use only and are not allowed to be resold or traded. Influencers are required to follow guidelines on usage and trial of sample products.
User agrees that when you accept and participate in a Campaign, User shall in no way attempt to circumvent Linqia to work with the Advertiser directly on the Campaign. While engaged on a Campaign, all of Users communications with the Advertiser shall be through Linqia and/or the channels provided through the Platform.
User agrees to be solely responsible for (and that Linqia has no responsibility to User or to any third party for) any breach of Users obligations under this Agreement or applicable law and for the consequences (including any loss or damage which Linqia or a third party may suffer) of any such breach.
Linqia reserves the right to terminate or suspend any Users use of the Platform and Service at its sole discretion, with or without notice, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Linqia to be inappropriate or detrimental to the Platform or Service, Linqia, or any Advertiser or User.
- YOUR ACCOUNT, PASSWORDS AND ACCOUNT SECURITY
Users account, account ID and password is for your sole use. User may not distribute, transfer or allow any third party to access your account.
User agrees and understands that User is responsible for maintaining the confidentiality of any account ID and passwords associated with any account User uses to access the Platform or Services. Accordingly, User agrees to be solely responsible to Linqia for all activities that occur under your account. If User becomes aware of any unauthorized use of your password or of your account or any other breach of security, User agrees to immediately notify Linqia in accordance with the applicable notice provisions.
- PRIVACY AND YOUR PERSONAL INFORMATION
Influencers in the Linqia Platform must have been registered directly by the individual with control and authority to bind the Influencer(s). Linqia will evaluate and qualify Influencers according to its internal criteria and Linqia may accept or reject Influencers for participation in the Service in its sole discretion.
- PAYMENT UPON FULFILLMENT OF CAMPAIGN
Linqia will pay Influencers amounts due for authorized participation in a Campaign ten (10) business days following completion of the Campaign. Influencer will look solely to Linqia (and not any other party, including without limitation, Advertiser) for all compensation owed to such Influencer. In addition, Influencer acknowledges that Influencer is: (i) an independent contractor and not an employee of Linqia or Advertiser; (ii) responsible for the payment of all federal, state and local taxes on your business and payments received from Linqia; (iii) responsible for any reporting requirements imposed by the federal, state or local government; and (iv) responsible for compliance with all other applicable laws, rules and regulations.
- CONTENT INFORMATION
Influencer understands that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) (collectively “Content”) which Influencer may have access to as part of, or through Influencer’s use of, the Platform or Services are owned by Linqia, the Advertisers, and/or Linqia’s other licensors and providers, as the case may be.
Influencer should be aware that Content presented to them as part of the Services, including but not limited to advertisements in the Services and sponsored Content contained in Campaign materials and otherwise within the Services may be protected by intellectual property rights which are owned by the sponsors or Advertisers who provide that Content to Linqia (or by other persons or companies on their behalf). Influencer is responsible to verify the accuracy, completeness and applicability of the Content for Your authorized use. Linqia will not be responsible for any errors or omissions in the Content. Influencer shall not use the Content for any unauthorized purpose and shall not modify, alter, reproduce, rent, lease, loan, sell, license, sublicense, distribute, transfer or assign any Content or create derivative works based on the Content (either in whole or in part) unless they have been specifically authorized to do so by Linqia or by the owners of that Content in a separate written agreement. Influencer shall maintain any copyright and trademark notices or marks and will not alter or remove any valid notices associated with the Content. Influencer is not granted any right or license to the Content except as expressly set forth herein or in a separate written agreement.
Influencer understands that by using the Platform or Services, Influencer may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, Influencers use the Platform and Services at your own risk.
Influencer agrees that Influencer is solely responsible for (and that Linqia has no responsibility to them or to any third party for) any Content that Influencer creates, transmits or displays while using the Platform or Services (“Influencer Content” as further defined herein) and for the consequences of your actions (including any loss or damage which Linqia or a third party may suffer) by doing so. Linqia will direct Influencer to take appropriate action to address any copyright infringement that it discovers including removal of Content when notified of any such infringement. Influencer will immediately implement any such direction from Linqia and will notify Linqia of any copyright infringement that it becomes aware of and will take immediate action to address any violation of copyright or other violation of proprietary rights of third parties and applicable laws.
- DISCLOSURE AND INFLUENCER REQUIREMENTS
Every Influencer registering to Linqia, and any Influencer utilizing the Platform or Service for participation in a Campaign, is required to provide disclosure in accordance with FTC Disclosure Guidelines. Each Influencer shall fully comply with all applicable 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. Any failure of Influencer to fully disclose in strict accordance with the FTC Disclosure Guidelines shall constitute a material breach of this Agreement and Linqia and Advertiser shall have the right to pursue all applicable legal and equitable remedies including termination and recovery of damages. Influencers participating in Linqia Campaigns that fail to fully comply with all applicable FTC Disclosure Guidelines shall not be permitted to participate in any future Linqia campaigns and will be removed from our Platform.
With respect to any Influencer Content that you create, transmit or display while using the Platform or Services, you agree as follows:
- Such Content will not contain unconstructive, negative, or derogatory comments or statements about any Advertisers, Advertiser’s products, Advertiser’s brands or Advertiser’s Content.
- Such Content will not contain any (a) false, misleading or deceptive statements about any products, or (b) comparative claims or exaggerate Advertiser product benefits.
- Such Content will not contain images of people, or reference their names, without their express permission.
- Such Content will not contain video content, links to third party websites, photographs, or text, unless you have the legal rights necessary to do so.
- Such Content will not will contain any computer viruses, harmful files or harmful programs.
- PLATFORM GUIDELINES
All participants in the Platform, Services or a Campaign shall comply with the following Requirements and restrictions. Campaign opportunities will be presented to the Influencer(s) by Linqia through the applicable Offer Sheet setting forth terms for each Campaign. Influencer(s) shall comply with the terms of the Offer Sheet, the Influencer Brief and any other Campaign related communications from Linqia, including, but not limited to, the time frames specified for posting Campaign related materials. Influencer(s) shall only post Campaign related materials and Advertiser URL links on authorized websites and blogs within Influencers directly owned or controlled social channel. Generally, each post, which begins a conversation string (excluding comments and responses to such post), will contain one or more URL links to the Advertiser’s designated landing page(s) provided by Linqia (“Landing Page”), the placement of which will be determined with direction from Linqia. Influencer Content generated in the course of a Campaign including, without limitation, all creative presentation, social media posts, photographs, images, video, original artwork, text, messages, data, information or other communications, titles, computer software, music, audio files or other sounds, URLs and descriptions, intellectual property, and any other type of content or media that Influencer may create, prepare, produce and/or distribute pursuant to your use of the Services and this Agreement (collectively here under “Influencer Content”) shall positively promote the Campaign in the spirit of the Advertiser’s intent in an ethical manner and exclude any material that may be deemed illegal or offensive by Linqia or the Advertiser. Influencer(s) will not willfully create or post Influencer Content disparaging to an Advertiser and will insure that Influencer Content complies with all applicable laws, rules and regulations.
Linqia will track all visitors who click on the embedded link in the Campaign post (each, a “Click”). Influencer(s) shall maintain absolute traffic integrity by not taking any action to manipulate Click traffic and ensure, to the greatest extent possible, that all Clicks originate from unique human page views that are initiated through legitimate interest in the Campaign. Specifically, in this regard, Influencer(s) shall not generate Clicks through any automated, deceptive, fraudulent or other invalid means, including but not limited to, repetitive manual Clicks, the use of robots (bot traffic) or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software and/or solicitation of fraudulent Clicks. Links and posts must be generated internally and limited to properties owned by the Influencer(s) and cannot be shared with other distributors, advertisers, or Influencers. Influencers are prohibited from purchasing ads from any third party service, including without limitation Facebook, Google, Twitter, Instagram and Pintrest, which include any links that are paid through Linqia. Linqia may, in its sole and absolute discretion, refuse to transact or complete any payment to the offending Influencer and may terminate such Influencer from the Campaign at its sole discretion.
Facilitated or promoted and Campaign related content shall not contain plagiarized, defamatory, libelous, slanderous, or unlawful and prohibited content and/or activity and shall not contain any content that infringes the intellectual property rights of third parties.
Pornography or sexually explicit, overly graphic, hate related, violent, profanity, obscenity, or other vulgar content shall not be employed in the Platform or a Campaign.
Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content are not in the spirit of the Platform or a Campaign.
Facilitated or promoted and Campaign related content and links shall not be misleading, inaccurate, or deceptive, or click through to a site that is unrelated to such content.
There shall be no harassment, threats, invasion of privacy, predatory behavior, or stalking.
- UNAUTHORIZED USE AND REMEDIES
Any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection, or to copy, replicate, crawl, spider, index, store, cache or employ any other means of gathering data, content or other information for the purpose of obtaining unauthorized information from the Advertiser or reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of Click data, impressions or any other relevant data or metric reported in the Platform as specified in this Agreement is strictly prohibited. Linqia will not be liable or responsible for any such actions. The offending party will be immediately removed and banned from the Platform and may be liable to third parties. Linqia may, in its sole and absolute discretion, refuse to transact or complete any payment to the offending Influencer(s).
- REPRESENTATIONS AND WARRANTIES
Influencers participating in the Platform each represent, warrant and covenant to Linqia and Advertiser that (i) Influencer has the full right, power and authority to enter into and fully perform your obligations under this Agreement in accordance with its terms; (ii) Influencers use of Linqia’s Services is solely for lawful commercial and business purposes; (iii) Influencer has not committed a felony, act involving moral turpitude, any act involving the illegal use of drugs or alcohol or firearms, any criminal offense involving a minor or animal welfare or weapons or domestic abuse, become involved in any situation or occurrence tending to bring Influencer or Advertiser into public disrepute or contempt or scandal or ridicule; (iv) Influencer has the necessary rights to the Influencer Content including, without limitation, authorizations, waivers and releases necessary to provide, distribute and publish all Influencer Content (including, without limitation, all creative presentation, social media posts, photographs, images, video, original artwork, written text, messages, data, information or other communications, titles, computer software, music, audio files or other sounds, URLs and descriptions, intellectual property, and any other type of content or media that Influencer may create, prepare, produce and/or distribute pursuant to your use of the Services and this Agreement) pursuant to a Campaign and this Agreement; and (v) all such Influencer Content: (a) does not violate any law, statute, ordinance, treaty or regulation or Linqia policy or Guideline; (b) does not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) does not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, malware, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) will comply with the applicable Offer Sheet, requirements, Influencer Brief and Advertiser Insertion Order or Master Agreement (if and where applicable); and (v) Influencer will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Linqia, clicking, impression, advertising or marketing activities through the Service, and Influencer will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.
- COPYRIGHT, TRADEMARKS AND PROPRIETARY RIGHTS
Except as expressly authorized pursuant to a Campaign or as agreed to by Linqia in a separate written agreement, nothing in this Agreement gives Influencer a right to use any of Linqia´s or its Advertisers trade names, trade marks, service marks, logos, domain names, and other distinctive brand features. If Influencer has been given an explicit right to use any of these brand features in a separate written agreement with Linqia, then Influencer agrees that your use of such features shall be in compliance with that agreement. Unless Influencer has been expressly authorized to do so in writing by Linqia, Influencer agrees that in using the Services, you will not use any trademark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
If Linqia makes any Advertiser names, logos, trademarks, product images or other Advertiser materials (“Advertiser Materials”) available for Influencers use in connection with a Campaign, then subject to the terms and conditions provided to Influencer by Linqia or Advertiser, Advertiser grants Influencer a non-exclusive, revocable, non-transferable right to use the Advertiser Materials only pursuant to those terms and conditions and this Agreement and only for purposes of the designated Campaign. Influencer understands that as to the Advertiser Materials Influencer may not use them in a manner that suggests any endorsement of Influencer or Influencers website/blog/social media sites or other sites or services. Influencer understands that the license to the Advertiser Materials will automatically terminate if Influencer exceeds the scope of the license or violates any of the terms and conditions hereunder, and that Influencer will then be subject to copyright infringement and potentially other liability. If any Advertiser Materials are provided to Influencer with any disclosure or confidentiality obligations (e.g., no mention until a certain date), Influencer will strictly comply with such obligations.
All Influencer Content will belong exclusively to Linqia. Influencer hereby acknowledges and agrees that Linqia shall be the sole owner of all right title and interest in and to any and all Influencer Content. Influencer hereby assigns and transfers to Linqia all present and future worldwide right, title and interest in and to the Influencer Content created, prepared, produced and/or distributed pursuant to a Campaign and this Agreement, including all intellectual property rights in perpetuity, except that Influencer retains a limited license to display such Influencer Content on Influencer’s blog, social media accounts, in portfolios, and other self-promotion channels. As to any portion of the Influencer Content created after the execution of this Agreement, the assignment shall become effective immediately upon creation thereof, without need for further consideration or written agreement among the parties. Influencer waives any and all moral rights in any Influencer Content in perpetuity. By way of example and not limitation, Linqia shall have the right to publish, repurpose, create derivative works of and further use the Influencer Content for any purpose without any further assignment, license or authorization and shall have the right to license and sublicense the Influencer Content at its discretion. Further, Influencer hereby grants to Linqia the nonexclusive, worldwide, sublicensable, fully paid-up, royalty free right and license to use, reproduce, modify, copy, publish, display and distribute Influencer’s name, nickname, username, handel, likeness, image and photo in connection with the Influencer Content, in whole or in part, edited or otherwise modified, alone or with other materials, for the purpose of licensing and publishing the Influencer Content and promoting Linqia, Advertiser and/or the Campaign.
Influencer represents and warrants that the Influencer Content will not infringe or misappropriate the intellectual property rights of any third party.
It is prohibited to modify, remove, suppress, or in any other way make inconspicuous the copyright, digital fingerprints, watermarks, identification labels, legal notices contained within the Content or other technical protection devices or data identifying Linqia or its licensors rights in the Content, its files or its components.
If User believes that your work has been used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise infringed, we would very much appreciate it if You would notify Linqia at firstname.lastname@example.org or by sending a letter by mail to Linqia, Inc., 965 Mission Street, Fl. 5, San Francisco, CA 94103. We will review all claims of copyright infringement received and remove the Content deemed to have been posted or distributed in breach of any applicable laws. To make a claim, please provide us with the following:
- A description of the copyrighted work that you claim has been infringed;
- Information sufficient to enable Linqia to locate the allegedly infringing Content on the Service;
III. Your address, telephone number and email address;
- A statement by you that you have a good faith belief that the use of the Content is not authorized;
- A statement by you that the above information in your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner´s behalf; and
- A signature of the person authorized to act on behalf of the owner of the copyright interest.
Upon receipt of notice as described above, Linqia will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Services or termination of the posting account.
Influencers participating in the Platform (“Indemnitors”) each agree to indemnify and hold harmless Linqia and Advertiser, and their parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees (each, a “Indemnified Entity” and collectively, the “Indemnified Entities”) and third party service providers from any and all claims, liabilities, costs and expenses, including reasonable attorneys fees (collectively, “Claim(s)”), that actually or allegedly result from: (i) Influencers use or misuse of the Platform or Service; (ii) Influencer Content or social postings; (iii) Influencers website; (v) performance of a Campaign due to Influencers conduct or actions; and (vi) Influencers breach of this Agreement, including but not limited to applicable representations and warranties, and any separate Agreement the parties execute. Influencer agrees to be solely responsible for defending any Claim against or suffered by Linqia and/or any Indemnified Entity, subject to Linqia and/or the Indemnified Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Linqia, and/or any Indemnified Entities provided that Influencer will not agree to any settlement that imposes any obligation or liability on Linqia and/or any Indemnified Entities without Linqia’s or Indemnified Entity’s prior express written consent. If Influencer is accepting or agreeing to this Agreement on behalf of a company or other entity, Influencer and such entity shall be jointly and severally liable for all of Indemnitors promises and obligations pursuant to this this Section 19.
- SPECIAL ADMONITIONS FOR INTERNATIONAL USE
As a consequence of the global nature of the Internet, Influencer agrees to comply with all local rules and laws applicable to Influencer in respect of Influencers conduct on the Internet and acceptable content. Specifically, Influencer agrees to comply with all applicable laws regarding use, processing and storage of personal data including without limitation the General Data Protection Regulation (Regulation 2016/679) concerning the export, processing and use of personal data of EU data subjects, obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States and any other applicable international laws or regulations.
- WARRANTY DISCLAIMER
INFLUENCER EXPRESSLY AGREES THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LINQIA DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR LINQIA WEBSITE, OR ANY THIRD PARTY THEREOF, (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE LINQIA WEBSITE, (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE OR OTHER ACTS OR OMISSIONS BY LINQIA. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE LINQIA WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT LINQIA´S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF LINQIA’S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LINQIA´S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- LIMITATION OF LIABILITY
LINQIA SHALL NOT BE LIABLE TO INFLUENCER FOR DAMAGES OF ANY KIND ARISING OUT OF INFLUENCER’S USE OF THE PLATFORM OR SERVICES. IN NO EVENT SHALL LINQIA OR ANY LINQIA ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH YOUR USE OF THE PLATFORM OR SERVICE OR PARTICIPATION IN A CAMPAIGN INCLUDING, WITHOUT LIMITATION, ANY: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) LOST BUSINESS, LOST REVENUES, OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGES, (III) INTERRUPTION OR FAILURE OF THE SERVICE, (IV) ANY BUGS, VIRUSES, EASTER EGGS, TROJAN HORSES OR OTHER FORMS OF MALWARE INTRODUCED TO THE SERVICE BY A THIRD PARTY. LINQIA SHALL NOT BE LIABLE FOR ANY OFFENSIVE, DEFAMATORY, OR ILLEGAL CONDUCT OR CONTENT OF ANY THIRD PARTY AND ANY USER’S OR INFLUENCER’S SOLE REMEDY IS TO DISCONTINUE USING THE SERVICE OR PARTICIPATION IN ANY CAMPAIGN. INFLUENCER AGREES THAT IT WILL NOT HOLD LINQIA RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITH RESPECT TO CLICKS OR OTHER ACTIONS BY ANY THIRD PARTY ON OR WITH RESPECT TO INFLUENCER’S POSTING(S) OF CAMPAIGNS AND INFLUENCER CONTENT, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM FOR SUCH DAMAGES IS BASED, WHETHER THE PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF LINQIA ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1000.00).
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 LINQIA WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE EXCLUSIONS, LIMITATIONS OF LIABILITY, AND ALL OTHER TERMS IN THIS AGREEMENT. INFLUENCER ACKNOWLEDGES THAT THE TERMS CONTAINED IN THIS AGREEMENT ARE A FAIR ALLOCATION OF RISKS BETWEEN INFLUENCER AND LINQIA. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LINQIA´S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Except for copyright infringement notices as set forth in Section 18: Copyright, Trademarks, and Proprietary Rights above, any notice from User to Linqia must be addressed to email@example.com or by mail to Linqia, Inc., 965 Mission Street, Fl. 5, San Francisco, CA 94103.
There may be other information regarding the Services that the law requires Linqia to send to the User. User consents to Linqia´s sending this information in electronic form to the e-mail address provided in the User profile on the Linqia website. Email shall be the fully authorized formal and standard means of communication of notices and messages and shall be considered delivered at the close of business of the day that the email communication was transmitted. Linqia will send notices via email or regular mail or display links to notices on the Linqia website and the Service. User must read these notices regularly as these notices will apply and User will be responsible for immediate compliance.
Please ensure Users e-mail address is valid and up to date to receive such information. We may also provide required information to the User by posting to www.linqia.com or another website designated in an email notice or generally designated in advance for this purpose. Notices provided to User via email will be deemed given and received on the transmission date.
- CHOICE OF LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. All disputes arising from or in connection with this Agreement which have not been settled amicably in good faith by the parties within 15 days after notice of such dispute may be brought by a party only in the state or federal courts located in San Francisco, California, United States, and you irrevocably submit to the personal jurisdiction and venue of any such courts in any action or proceeding brought in such courts by Linqia. The losing party in any dispute shall pay all court costs, expenses and reasonable attorneys’ fees of the prevailing party.
- ELECTRONIC SIGNATURES EFFECTIVE
This Agreement will continue to apply until terminated by either User or Linqia. This Agreement may be terminated by either party at any time, in that party’s sole discretion by providing notice as specified herein. Termination will be effective upon receipt by the non-terminating party. Upon termination of this Agreement for any reason: (1) all rights granted to User in relation to the Service and under this Agreement will terminate and User will immediately return and cease using or accessing all Campaign materials; (2) User will immediately cease all use of and access to the Platform and all Content.
Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including but not limited to Sections 3, 5, 6, 8, 10 through 15, 16, 18 and 22 through 28.
- CEASING OF PERFORMANCE OF SERVICES
Influencer will immediately cease performing the Services, and/or return all work created in connection with my Services, upon notice by Linqia or Advertiser.
This Agreement constitutes the complete agreement between Linqia and the User and supersedes any prior oral or written agreement or understanding relating thereto between the User and Linqia.
Should any part of this Agreement be or be found to be invalid, illegal or unenforceable, this shall in no way affect the validity of the remaining parts.
Linqia´s failure to act or enforce any provision in respect to this Agreement or a breach thereof it shall not constitute a waiver of such provision.
Linqia will have the right to assign this Agreement and rights and delegate its duties in connection with a merger, reorganization, or sale of substantially all of its assets. This Agreement will bind successors and permitted assigns.
User shall not assign these this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Linqia’s prior written consent. Any such purported assignment or delegation without consent will be null and void and of no force or effect.
User acknowledges and agrees that (i) Advertiser is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto and (ii) Advertiser has no liability or obligations to Users or Influencers under this Agreement.
If User has questions, queries or suggestions, or would like to review Users personal information stored by us, please contact us at:
965 Mission Street, Fl. 5
San Francisco, CA 94103
Or via email at: firstname.lastname@example.org