Creators Terms

Creator is an independent contractor and is not an agent or employee of Influint or Company or any of their affiliates or subsidiaries, and has no authority to bind Influint or Company by contract or otherwise. Creator shall not be entitled to any benefits accorded to Influint’s or Company’s employees, including without limitation worker's compensation, disability insurance, or any Influint or Company sponsored benefits. Creator shall be responsible for providing, at Creator's expense, and in Creator's name, as applicable, unemployment, disability, and worker's compensation. Creator acknowledges and agrees that Creator is not protected by any Influint insurance policy for any injury or damage that may be sustained by Creator or Creator’s property while rendering Services. Creator will perform the Services as agreed to with Influint, but Creator will determine, in Creator’s sole discretion, the manner and means by which the Services are accomplished. Influint has no right or authority to control the manner or means by which the Services are accomplished.

"Confidential Information" means the proprietary information exchanged between each of the parties and the Company, which includes, without limitation, non-public information (tangible or intangible) regarding a party’s or the Company’s products and services, Campaign, technology, designs, techniques, research, know-how, specifications, product plans, pricing, customer information, user data, current or future strategic information, current or future business plans, policies or practices, employee information, and other business and technical information, which is (a) marked "confidential" or "proprietary" at the time of disclosure by the disclosing party; or (b) by its nature or content is reasonably distinguishable as confidential or proprietary to the receiving party. Each party agrees to hold Confidential Information in confidence and to not use or disclose it to a third party for a period of five (5) years from the date of termination or expiration of the last SOW entered into. The receiving party shall protect the Confidential Information by using the same degree of care, but no less than a reasonable degree of care (including reasonable security measures), to prevent the unauthorized use, dissemination or publication of Confidential Information as the receiving party uses to protect its own confidential information of like nature. If either party authorizes the other to make copies of Confidential Information, the other party’s proprietary rights notices shall be reproduced in the same manner as the original Confidential Information. The receiving party may disclose the Confidential Information to its employees, agents, financial advisers and independent contractors with a need-to-know, only as necessary to fulfill the Services and provided such parties have executed a written non-disclosure agreement substantially as protective of Confidential Information as this Agreement. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of the disclosing party’s Confidential Information. Confidential Information shall not include information that (a) is made generally available in the public domain prior to time of disclosure; (b) is or becomes publicly available through no act or omission by the receiving party; (c) was already in the receiving party’s possession without restriction before receipt from the disclosing party and was not subject to a duty of confidentiality; (d) is rightfully disclosed to the receiving party by a third party without confidentiality restrictions; or (e) that the receiving party independently developed without use of or reference to Confidential Information. The receiving party may disclose the disclosing party’s Confidential Information as required by law or court order provided: (i) the receiving party reasonably notifies the disclosing party in writing of the requirement for disclosure, unless notice is prohibited by law; and (ii) discloses only that portion of the Confidential Information legally required. Any such disclosure of Confidential Information shall not otherwise relieve receiving party of any of its obligations hereunder.

- Neither party will be liable for any delay or failure of or in performance of its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of the public enemy, government acts, fire, floods, epidemics, quarantine restrictions, strikes, civil commotions, or freight embargoes ("Force Majeure Event") provided that the affected party has taken reasonable precautions, including, where appropriate, the installation, maintenance and operation of suitable back-up systems, consistent with industry standards in order to guard against the event causing such delay. If a Force Majeure Event delays, disrupts or interrupts performance of Services, then Influint shall not be required to continue to pay the fees for the affected period and Creator will use its best efforts to restore Services at its expense. If Creator fails for any reason to restore substantially all Services within five (5) days after a Force Majeure Event, Influint may terminate the Agreement or affected Services, at its option, in the same manner as for any convenience termination and any prepaid Fee intended for Services after the notice of termination shall be returned to Influint within fifteen (15) days from the termination date.

All notices required or permitted under this Agreement and all SOW’s will be in writing and delivered: (a) by courier or overnight delivery service; (b) by certified mail; (c) in the case of Influint, via email to mark@influint.co, or (d) in the case of You, via email to the email address used to register with Influint, and in each instance will be deemed delivered upon receipt. All notices will be sent to the addresses set forth in the applicable SOW or to such other address as may be specified by either party to the other in accordance with this Section.

You will at your sole cost, indemnify, defend and hold Influint and Company, and each of their parent companies and affiliates, officers, directors, employees and representatives, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys’ fees and expenses) brought by a third party arising out of or in connection with: (a) any act or omission by Creator in connection with Creator’s performance of the Services, including but not limited to any inherently dangerous activity in connection therewith; (b) infringement or alleged infringement of a third party’s intellectual property rights by or as a result of the performance of the Services; (c) Creator’s breach or claimed breach of Section 5 (Confidential Information) or Section 6 (Representations and Warranties); (d) Creator’s failure to comply with Section 3(b) (Taxes); or (d) any obligation imposed by law on Influint to pay any tax imposed by federal, state or foreign government on payrolls or compensations of its employees. You and Influint agree that Company shall be an intended third-party beneficiary of your indemnification obligations to Company as set forth in this Section 9, and Company shall be able to enforce its rights set forth in this Section 9 as if it were a party hereto. Influint will have the right to approve any counsel retained to defend against any claim in which Influint or its affiliates are a named a defendant, and will not unreasonably withhold such approval. Additionally, Influint will have the right to control and participate in the defense of any such claim concerning matters that relate to Influint. Creator will not settle any such claim without Influint’s reasonable consent. In addition to Influint’s rights and Creator’s other obligations hereunder including, without limitation, the indemnity obligations set forth herein, in the event the Deliverables, or any part thereof, are held or may be held to constitute, or become the subject of any claim or suit for infringement, Influint may terminate the relevant SOW in whole or in part and Creator shall promptly refund to Influint all fees paid for the affected Service.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR A PARTY’S OBLIGATIONS RELATED TO CONFIDENTIAL INFORMATION, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW, INCLUDING WITHOUT LIMITATION DAMAGES ASSOCIATED WITH ANY LOSS OF USE, BUSINESS, PROFITS, OR GOODWILL AND ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN ANY CASE, INFLUINT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES DUE TO CREATOR FOR SERVICES RENDERED IN CONNECTION WITH THE CAMPAIGN GIVING RISE TO THE CLAIM.

Assignment. Creator may not assign or transfer any of Creator’s rights or delegate any of Creator’s obligations under this Agreement, in whole or in part, without Influint’s express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigns.Governing Law. This Agreement and each SOW will be governed by and construed in accordance with the laws of the State of New York, excluding that body of law pertaining to conflicts of laws.Severability. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.Waiver. The waiver of any breach of any provision of this Agreement will not constitute a waiver of any subsequent breach of the same other provisions hereof.Entire Agreement. This Agreement, together with all SOW’s, constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. In the event of a conflict between the provisions of this Agreement and those of any SOW, the provisions of such SOW shall control (with respect to such SOW only); provided, however, that the terms and conditions set forth herein shall always control with respect to limitations of liability, indemnification obligations, representation and warranties, confidentiality and governing law. Except as expressly stated in this Agreement, no party other than you or Influint shall have any rights or remedies under this Agreement.