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Terms of Service
This agreement together with the data processing addendum (DPA) forms Terms of Service (this Agreement or Service Agreement) and is offered to you by IQFluence (or we) and applies to the Customer (or you) (each a “Party” and together “Parties”) with respect to your access to and use of Services (as defined below) we make available through the Site.
1. Definitions
1.1. Influencers means natural or legal persons that have a presence on the Internet having in excess of a certain amount of followers (decided by you) on any singular social media platform.
1.2. Scraping means web scraping or screen scraping or content scraping and involves an act of obtaining information contained on websites through automated means, where such same information may be obtained manually, but through automation, the speed and amount of obtained data is incomparably greater. Web scraping can also mean manual operation y by any Internet user, via the function of copypasting.
1.3. Service or Services means provision of information on Influencers through Scraping to you upon your request and instruction to us.
1.4. Site or website means iqfluence.io
2. Services and Your Use of The Services, License
2.1. We offer a web Scraping service (with different types of payment methods and options) to help you find and get in touch with Influencers that suit your business needs (or those of your clients) most pertinently.
2.2. Any descriptions or illustrations on our Site prior to your log in or sign up are published for the sole purpose of giving a general idea of the services described in them. They will not form part of the Agreement or have any contractual force.
2.3. We warrant to you that the Services will be provided using reasonable care and skill. We will use all reasonable endeavours to meet any performance dates agreed with you, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement.
2.4. IQFluence grants to you a limited, non-exclusive, non-transferable, personal, worldwide and nonassignable license and right to access and use the Site, and all data, materials, information or other outputs from the Site as well as that which constitutes a result of Services (in a form of pdf documents or other literary works) during the Term of this Agreement.
2.5. You grant to us a non-exclusive, non-transferable, free, worldwide, personal and non-assignable (except to our affiliates) license and right to refer to your business name, brand name, trademark, logo and other description of you as our client in our advertising materials on the Internet or in any other media, including but not limited to newspapers, radio, TV and similar (namely, to show prospective clients the “brands we work/worked with”). Such a license shall survive the termination and/or expiration of this Agreement by two years.
3. Provision Of The Services
3.1. You understand and agree that IQFluence may modify, terminate, suspend, or otherwise adjust any and all aspects of the Services at any time without prior notice to you; provided that any modification does not (i) materially degrade the Service features and functionality, and (ii) IQFluence uses its best efforts to provide prior notice of any modification which requires your systems configuration or user training. In case of unilateral termination, otherwise than for your breach of this Agreement, IQFluence will provide you with a pro-rated refund of any pre-paid and unused fees.
3.2. You acknowledge and agree that IQFluence can disable access to Services for non-payment or other material breach of the Terms, and in such event, you may be prevented from accessing your files or other content which is contained in the IQFluence Site or Services. You will not be due a refund should the suspension and/or termination of the Agreement be caused by your breach of this Agreement.
3.3. You acknowledge and agree that you are allowed to use only a single account per person, or in case of a legal entity you are allowed to use said single account for multiple employees.
4. Security
As part of the registration process on our Site and/or for access to the Services, you may be required to provide certain information. You agree that any registration information you give to IQFluence will always be accurate, correct and up to date. You are responsible for protecting any credits, keys or passwords in your possession or control as to the IQFluence Site and Services from unauthorized access. You will be held responsible for any activity that occurs via the use of your credits, keys or passwords. You agree to notify IQFluence immediately of any unauthorized use of your credits, keys, passwords or any other breach of security. IQFluence may access your credits, keys, passwords from time to time to provide you with assistance on technical or billing issues or in order to maintain or improve the Services.
5. Data Processing Addendum (DPA)
5.1. The DPA forms part of this Agreement and lays out our relationship with you when dealing with personal data of Influencers.
5.2. You acknowledge that certain obligations arise in relation to processing personal data of Influencers obtained through the Services. You warrant that you will comply with the DPA and relevant laws as the controller of personal data, as applicable. Those obligations may include, among others, and depending on the applicable laws, an obligation to:
5.2.1.Notify Influencers of the fact of processing their personal data (at a minimum those Influencers whom you establish contact with at the time of first contact);
5.2.2.Notify Influencers the source where you obtained Influencer personal data;
5.2.3.Notify Influencers of their rights (right of deletion, provision of information and similar);
5.2.4.Keep personal data of Influencers up to date and delete outdated personal data or that personal data not intended for further use;
5.2.5.Keep personal data of Influencers secure in order to prevent unauthorized access or loss. 5.2.6.Register with relevant authorities, if required.
5.3. Those obligations arise independently of the Parties’ relationship, solely based on the fact of processing personal data of Influencers. Neither Party is in a position to remove this obligation through any contractual means.
5.4. Our Services are limited to the provision of Influencer information to you for the establishment of contact and in the promotion of a business. What you do with that information after receipt is purely a matter of your business needs. While we cannot insist on how you process personal data you obtain through our Services compliance with the data protection laws is in your interest as the controller of that personal data, in order to avoid regulatory penalties and damage to the reputation.
5.5. Services are provided to you solely upon your request and instruction. You tell us your needs, we find relevant Influencers for you to get in touch with.
5.6. For instance, if you order information on five Influencers from Singapore with 10,000 followers, whose interests span sports, travelling, healthy eating with a 10% and above engagement rate for a post – we, as data processors, will try to find information on such Influencers to you and submit them as part of Services. You would then be under an obligation to treat that information in accordance with the relevant data protection laws of both the Influencers as well as your country of incorporation. We are not in a position to eliminate the need for your compliance with the data protection laws.
5.7. On our part, we warrant to comply with relevant data protection laws in cases where we are regarded an independent controller of that personal data.
6. Charged Services
6.1. Certain features of the Site or the Services are associated with charges or fees (“Charged Services”). 6.2. All charges and fees would be listed in the invoice in USD, EUR or other applicable currency of our choice (of which you would be notified in advance). You agree to pay any applicable charges and fees associated with your use of the Services. Pricing is flexible and subject to change at any time, except that once an order for any Charged Service is placed in a given instance at the published price, that price for said order shall be locked until that Service has been provided. We do not guarantee that the pricing will remain the same throughout the duration of this Service Agreement. Should, however, the pricing change, you will have a chance to cancel your subscription without further obligation of either Party towards the other.
6.3. To access the parts of the Services that are associated with charges and fees, you must provide requested details and follow applicable billing procedures. Billing procedures are subject to change at any time without prior notice to you. By providing a payment method, you represent that you are authorized to use the payment method you provided and that the information provided by you is true and accurate. IQFluence accounts can be billed in advance on a monthly basis and are non-refundable, except as otherwise specifically provided in this Agreement. There will be no refunds or credits for partial use of Service, upgrade/downgrade refunds, refunds for unused features, or refunds for failures or inaccessibility of Service due to circumstances beyond IQFluence’s control. In order to treat everyone equally, no exceptions will be made. Downgrading your Service may cause the loss of content, features. IQFluence does not accept any liability for such loss. IQFluence reserves the right to suspend or terminate your access to the Services for nonpayment. If your Subscription is terminated by your for convenience or due to your material breach of this Agreement, you are still liable for a remaining unpaid period of your Subscription if your Subscription is purchased on monthly basis.
6.3.1.Particulars of charges shall be listed in the applicable invoice issued to you.
6.3.2.Monthly Subscriptions auto renew on a monthly rolling basis unless 30 days’ notice of cancellation of the concerned Subscription is provided, in which case, the Subscription, but not necessarily this Agreement, shall terminate on the last day of the renewal period in which the 30th day following the date of such cancellation notice falls.
7. Content
7.1. You understand and acknowledge that such data/content produced by the Services may not be exhaustive and the analysis of the data/content is based on what third-party data sources provide to or is obtained by IQFluence. The data/content is based on publicly available data/content and IQFluence does not verify the accuracy of data/content provided by such third parties. In addition, the data/content collected and displayed may require access to third party sites and such third parties may prevent IQFluence from generating such data/content. We, therefore, do not warrant that the data points or subscription type would remain the same or sufficient for all of Customer’s purposes throughout the duration of this Service Agreement. Those data points are subject to change but do not entitle you to a refund of any fees or charges paid.
7.2. Furthermore, government regulations and/or compliance with applicable laws may prevent IQFluence from using certain data/content or providing it to you. You agree that you shall evaluate and bear all risks associated with your use of the results of Services, including any reliance on the accuracy, completeness, or integrity of such Services. By using the Site and Services, you represent and warrant that you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the information made available in the Site and Services, and make effective use of the Services provided by IQFluence as an analytical tool.
7.3. In furtherance of the above, you understand that we may have to stop providing a particular type of Subscription depending on the available resources and access to third party platforms. You understand that you would not be due a refund in such case. However, we may at our sole discretion either provide a pro-rata refund amount for unearned and prepaid fees, or that said fees may be reallocated to the provision of a different Subscription.
7.4. The Site may contain links to other sites on the Internet which are owned and operated by Third Party Vendors and other third parties (the “External Sites”). You acknowledge that IQFluence is not responsible for the availability of, or the materials located on or through, any External Sites.
8. General restrictions on use of Services and restrictions on use of literary works obtained as a result thereof
8.1 While it is your right to freely use the information obtained as a result of our Services, you agree that you will not:
8.1.1.reproduce, duplicate, copy, sell, trade or resell the literary works you obtain through Services or our Site except as provided for in this Agreement for any purpose without our prior permission;
8.1.2.obscure, alter, remove or delete any copyright or other proprietary notices contained in the literary works arising out of Services;
8.1.3.copy, modify, adapt, translate or otherwise create derivative works of any of the literary works (documents in pdf or otherwise) obtained from the Site, except (i) as may be allowed by the Site or (ii) intended by the Services, (iii) as well as in furtherance of the purposes of this Agreement.
8.1.4.attempt or assist others to attempt or actually reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software we may give you access to.
8.1.5.Use the Services in any way that harms IQFluence, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by IQFluence in its sole reasonable discretion;
8.1.6.Use the Services in any manner that could damage, disable, overburden, or otherwise harm the Site or interfere with any other party's use and enjoyment of the Services and/or Site;
8.1.7.Use any meta tags or any other "hidden text" utilizing IQFluence's name or trademarks without the prior written consent of IQFluence;
8.1.8.Display the Site in frames or utilize any other techniques to display the Site (or any content on the Site) without the prior written consent of IQFluence;
8.1.9.Use the Services in any manner which is contrary to the provisions of any applicable third party terms of use or other agreements (including any requirement to secure written permission prior to making certain utilization of content);
8.1.10. Use the Services to "stalk" or otherwise harass another, or in breach of any applicable laws;
8.1.11. Employ any technique to compile any false or misleading information or content;
8.1.12. Harm minors in any way;
8.1.13. Use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent publicity, or other proprietary rights;
8.1.14. Use the IQFluence domain name or other contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate IQFluence or any other third party; 8.1.15. Create multiple credits, keys or passwords for disruptive or abusive purposes, or with overlapping use cases. Mass credits, keys or passwords creation may result in suspension of all related credits, keys or passwords.
8.2. Other restrictions may be listed in the particular invoice and such terms take precedence over any other term between us. Payment of the invoice would signify acceptance of such additional terms and restrictions.
8.3. It is a condition of this agreement that you will not exceed or breach any restrictions listed herein. Any such breach, whether intentional or unintentional, if curable and not cured within 15 days of written notice of the same, shall be repudiatory and entitle us to cancel your subscription and terminate the Service Agreement without a refund or further obligation to you.
8.4. YOU ACKNOWLEDGE AND AGREE THAT IN CASE WE DETECT MULTIPLE ACCOUNTS OR/AND PROMOTION PLANS ESTABLISHED FOR ONE PERSON, WE AT OUR SOLE DISCRETION MAY, WITHOUT WARNING AND REFUND, TERMINATE SUCH MULTIPLE ACCOUNTS OR/AND PROMOTION PLANS.
9. Confidentiality
9.1. Each Party undertakes to keep the other Party’s confidential information confidential and shall not use or disclose such confidential information except for the purpose of exercising or performing its rights and obligations under this Agreement.
9.2. Each Party may disclose the other Party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement and who are legally obligated to maintain its confidentiality, and as may be required by law, court order or any governmental or regulatory authority.
9.3. For the purposes of this Agreement, confidential information means all information, concerning one another's business, affairs, customers, clients or suppliers including the content of this Agreement, or designated as confidential, or which ought reasonably to be considered confidential. For instance, any information that is not public knowledge (this does not include information compiled as part of the Services, which separately forms our intellectual property) and you obtained access to solely through Services is confidential information and you shall not use nor disclose it without IQFluence’s written consent.
10. Term; Cancellation Or Termination
10.1. Term. This Service Agreement is effective as of the date of your acceptance.
10.2. Termination for Cause. Should either Party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching Party may terminate this Agreement immediately if the breaching Party fails to cure a curable breach within 10 business days after having received written notice by the non-breaching Party of the breach or default.
10.3. Termination for Convenience. You may cancel the Services at any time, with or without cause. However, you understand and accept that by cancelling the Services:
10.3.1. you will not receive a refund;
10.3.2. you are obligated to pay all charges due until the end of the subscription – early termination would cause us loss of expected profit from this Agreement with you;
10.3.3. you would lose access to and use of your credits, keys or passwords and any Services and Services credits contained therein. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement to you will immediately cease to exist and are revoked (except that in the event of Agreement expiration, termination due to Force Majeure or termination by IQFluence for convenience, your rights to retain results of the Services paid for, namely copies of reports or Influencer lists shall survive, subject to the other surviving provisions herein). Further, in any termination or expiration event, Sections 2, 3, 4, 7 to 15, as well as your obligation to pay any due and owing fees applicable, will survive.
11. Proprietary Rights
11.1. You acknowledge and agree that the Site and Services are the exclusive property of IQFluence and except as may be otherwise provided herein, IQFluence does not grant any express or implied right in them to you. IQFluence owns the copyright for the Site as a compilation, and all Services accessible from the Site. All content included on the Site, such as text, graphics, logos, button icons, images, data compilations, and software, is the property of IQFluence or its content suppliers and protected by international copyright laws. Any third party marks displayed on the Site and/or Services are the property of their respective owners.
12. Notices
12.1. When Parties refer to "in writing" in these Terms, this includes email.
12.2. Any notice or other communication given under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3. A notice or other communication is deemed to have been received:
12.3.1. if delivered personally, on signature of a delivery receipt;
12.3.2. if sent by email, the next working day after transmission, subject to failed delivery notice.
12.3.3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
12.5. Your email for notice purposes shall be the one use to register and log into the system, unless you notify us otherwise in advance.
13. Warranties
13.1. IQFluence represents and warrants that at all times during the Term of this Agreement:
13.1.1. it will comply with all applicable laws, rules, regulations, and guidelines;
13.1.2. it is the owner of the Services or otherwise has the right to grant you the rights and license set forth in this Agreement and the Services will not infringe the intellectual property rights of any third party;
13.1.3. the Services will be provided by qualified personnel in a professional and skillful manner;
13.1.4. it will not, and will not allow the Services to, introduce into Customer software or systems any viruses, worms, time bombs, corrupted files, Trojan horses or other harmful or malicious code, files, scripts, agents, programs, or any other similar code that may interrupt, limit, damage the operation of Customer’s computers or property;
13.2. Except to the extent set forth above, THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
14. INDEMNIFICTION AND LIMITATION OF LIABILITY
14.1. Indemnity. Each Party will defend, indemnify and hold the other Party and its affiliates, employees, officers and agents harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:
14.1.1. any allegation or action by a third party arising from or related to the Services, a Party’s use thereof in violation of the terms of this Agreement, where the same does or is alleged to infringe, misappropriate or violates such third party’s intellectual property, privacy, publicity, or other proprietary rights;
14.1.2. any allegation or action by a third party that would, if proven, constitute an inaccuracy, untruthfulness, or breach of any representation or warranty made by either Party under this Agreement; 14.1.3. any allegation or action by a third party that is based on a claim that an act or omission of the either Party resulted in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, regulation or other law.
14.2. Collectively, the matters arising under subsections (a) to (c) are each a “Claim”.
14.3. Indemnification Procedures. As a condition to a Party’s obligation to indemnify the other Party under this Agreement, the indemnified Party will: (i) provide the indemnifying Party with prompt written notice of any Claim that would give rise to liability of the indemnifying Party under this Agreement, provided that failure to give timely notice will not relieve the indemnifying Party of its obligations to the extent that such failure does not materially prejudice the indemnifying Party’s ability to defend or settle such Claim; (ii) tender sole control of the defense and settlement of such Claim to the indemnifying Party, provided that the indemnifying Party will not settle any such Claim or stipulate to any judgment or provisional remedy without the written consent of the indemnified Party (unless such agreement places no requirement of payment or other adverse or limiting requirement upon said Party); (iii) provide the indemnifying Party, at the indemnifying Party’s expense, with such assistance as the indemnifying Party may reasonably request; and (iv) not disclose the terms of any settlement unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any settlement without the indemnifying Party’s prior written consent. Further, the indemnified Party may participate in the defense or settlement of a Claim with its own counsel at its expense.
14.4. Limitation of Liability.Except for Parties’ indemnification obligations in this Agreement and for breach of confidentiality: (i) in no event will either Party be liable for any special, indirect, incidental or consequential damages or for any damages resulting from loss of use, data or profits, whether in contract, tort, strict liability or otherwise, even if such Party has been advised of the possibility of such damages; and (ii) in no event will either Party’s liability to the other Party for damages in connection with this Agreement, whether in contract, tort or otherwise, exceed, in the aggregate, the amount of fees paid by Customer to IQFluence during the 12 months prior to initiation of a claim under dispute resolution section herein.
15. Governing Law and Jurisdiction
15.1. Dispute Resolution. This Agreement shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, in the event of any other controversy or claim arising out of or relating to this Agreement, or a breach thereof, the Parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.
15.1.1. The number of arbitrators shall be one;
15.1.2. The place of arbitration shall be London, UK or an alternative location mutually agreed by the Parties;
15.1.3. The language of the arbitration shall be English.
15.2. Each Party shall bear its own expenses, but the Parties shall share equally in the expenses of the arbitration tribunal. The Parties agree that all arbitration proceedings conducted pursuant to this Section shall be kept strictly confidential, and all information disclosed in the course of such arbitration proceedings shall be used solely for the purpose of those proceedings. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16. Miscellaneous
16.1. Nothing in this Agreement will be construed as establishing a partnership, joint venture, agency, employment or similar relationship. IQFluence does not have any authority to bind Customer by contract or otherwise.
16.2. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited. If a deemed modification is not satisfactory to make the provision enforceable, then the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.
16.3. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
16.4. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No online terms or terms associated with any invoice, purchase order, or other document shall modify this Agreement unless mutually accept by the Parties in writing.
16.5. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. IQFluence may assign any of its rights and obligations under this Agreement. No other Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except (i) with the prior written consent of IQFluence, or (ii) in the event of a ‘change of control transaction’ as that term is commonly understood.
Terms of Service
This agreement together with the data processing addendum (DPA) forms Terms of Service (this Agreement or Service Agreement) and is offered to you by IQFluence (or we) and applies to the Customer (or you) (each a “Party” and together “Parties”) with respect to your access to and use of Services (as defined below) we make available through the Site.
1. Definitions
1.1. Influencers means natural or legal persons that have a presence on the Internet having in excess of a certain amount of followers (decided by you) on any singular social media platform.
1.2. Scraping means web scraping or screen scraping or content scraping and involves an act of obtaining information contained on websites through automated means, where such same information may be obtained manually, but through automation, the speed and amount of obtained data is incomparably greater. Web scraping can also mean manual operation y by any Internet user, via the function of copypasting.
1.3. Service or Services means provision of information on Influencers through Scraping to you upon your request and instruction to us.
1.4. Site or website means iqfluence.io
2. Services and Your Use of The Services, License
2.1. We offer a web Scraping service (with different types of payment methods and options) to help you find and get in touch with Influencers that suit your business needs (or those of your clients) most pertinently.
2.2. Any descriptions or illustrations on our Site prior to your log in or sign up are published for the sole purpose of giving a general idea of the services described in them. They will not form part of the Agreement or have any contractual force.
2.3. We warrant to you that the Services will be provided using reasonable care and skill. We will use all reasonable endeavours to meet any performance dates agreed with you, but any such dates are estimates only and failure to perform the Services by such dates will not give you the right to terminate the Agreement.
2.4. IQFluence grants to you a limited, non-exclusive, non-transferable, personal, worldwide and nonassignable license and right to access and use the Site, and all data, materials, information or other outputs from the Site as well as that which constitutes a result of Services (in a form of pdf documents or other literary works) during the Term of this Agreement.
2.5. You grant to us a non-exclusive, non-transferable, free, worldwide, personal and non-assignable (except to our affiliates) license and right to refer to your business name, brand name, trademark, logo and other description of you as our client in our advertising materials on the Internet or in any other media, including but not limited to newspapers, radio, TV and similar (namely, to show prospective clients the “brands we work/worked with”). Such a license shall survive the termination and/or expiration of this Agreement by two years.
3. Provision Of The Services
3.1. You understand and agree that IQFluence may modify, terminate, suspend, or otherwise adjust any and all aspects of the Services at any time without prior notice to you; provided that any modification does not (i) materially degrade the Service features and functionality, and (ii) IQFluence uses its best efforts to provide prior notice of any modification which requires your systems configuration or user training. In case of unilateral termination, otherwise than for your breach of this Agreement, IQFluence will provide you with a pro-rated refund of any pre-paid and unused fees.
3.2. You acknowledge and agree that IQFluence can disable access to Services for non-payment or other material breach of the Terms, and in such event, you may be prevented from accessing your files or other content which is contained in the IQFluence Site or Services. You will not be due a refund should the suspension and/or termination of the Agreement be caused by your breach of this Agreement.
3.3. You acknowledge and agree that you are allowed to use only a single account per person, or in case of a legal entity you are allowed to use said single account for multiple employees.
4. Security
As part of the registration process on our Site and/or for access to the Services, you may be required to provide certain information. You agree that any registration information you give to IQFluence will always be accurate, correct and up to date. You are responsible for protecting any credits, keys or passwords in your possession or control as to the IQFluence Site and Services from unauthorized access. You will be held responsible for any activity that occurs via the use of your credits, keys or passwords. You agree to notify IQFluence immediately of any unauthorized use of your credits, keys, passwords or any other breach of security. IQFluence may access your credits, keys, passwords from time to time to provide you with assistance on technical or billing issues or in order to maintain or improve the Services.
5. Data Processing Addendum (DPA)
5.1. The DPA forms part of this Agreement and lays out our relationship with you when dealing with personal data of Influencers.
5.2. You acknowledge that certain obligations arise in relation to processing personal data of Influencers obtained through the Services. You warrant that you will comply with the DPA and relevant laws as the controller of personal data, as applicable. Those obligations may include, among others, and depending on the applicable laws, an obligation to:
5.2.1.Notify Influencers of the fact of processing their personal data (at a minimum those Influencers whom you establish contact with at the time of first contact);
5.2.2.Notify Influencers the source where you obtained Influencer personal data;
5.2.3.Notify Influencers of their rights (right of deletion, provision of information and similar);
5.2.4.Keep personal data of Influencers up to date and delete outdated personal data or that personal data not intended for further use;
5.2.5.Keep personal data of Influencers secure in order to prevent unauthorized access or loss. 5.2.6.Register with relevant authorities, if required.
5.3. Those obligations arise independently of the Parties’ relationship, solely based on the fact of processing personal data of Influencers. Neither Party is in a position to remove this obligation through any contractual means.
5.4. Our Services are limited to the provision of Influencer information to you for the establishment of contact and in the promotion of a business. What you do with that information after receipt is purely a matter of your business needs. While we cannot insist on how you process personal data you obtain through our Services compliance with the data protection laws is in your interest as the controller of that personal data, in order to avoid regulatory penalties and damage to the reputation.
5.5. Services are provided to you solely upon your request and instruction. You tell us your needs, we find relevant Influencers for you to get in touch with.
5.6. For instance, if you order information on five Influencers from Singapore with 10,000 followers, whose interests span sports, travelling, healthy eating with a 10% and above engagement rate for a post – we, as data processors, will try to find information on such Influencers to you and submit them as part of Services. You would then be under an obligation to treat that information in accordance with the relevant data protection laws of both the Influencers as well as your country of incorporation. We are not in a position to eliminate the need for your compliance with the data protection laws.
5.7. On our part, we warrant to comply with relevant data protection laws in cases where we are regarded an independent controller of that personal data.
6. Charged Services
6.1. Certain features of the Site or the Services are associated with charges or fees (“Charged Services”). 6.2. All charges and fees would be listed in the invoice in USD, EUR or other applicable currency of our choice (of which you would be notified in advance). You agree to pay any applicable charges and fees associated with your use of the Services. Pricing is flexible and subject to change at any time, except that once an order for any Charged Service is placed in a given instance at the published price, that price for said order shall be locked until that Service has been provided. We do not guarantee that the pricing will remain the same throughout the duration of this Service Agreement. Should, however, the pricing change, you will have a chance to cancel your subscription without further obligation of either Party towards the other.
6.3. To access the parts of the Services that are associated with charges and fees, you must provide requested details and follow applicable billing procedures. Billing procedures are subject to change at any time without prior notice to you. By providing a payment method, you represent that you are authorized to use the payment method you provided and that the information provided by you is true and accurate. IQFluence accounts can be billed in advance on a monthly basis and are non-refundable, except as otherwise specifically provided in this Agreement. There will be no refunds or credits for partial use of Service, upgrade/downgrade refunds, refunds for unused features, or refunds for failures or inaccessibility of Service due to circumstances beyond IQFluence’s control. In order to treat everyone equally, no exceptions will be made. Downgrading your Service may cause the loss of content, features. IQFluence does not accept any liability for such loss. IQFluence reserves the right to suspend or terminate your access to the Services for nonpayment. If your Subscription is terminated by your for convenience or due to your material breach of this Agreement, you are still liable for a remaining unpaid period of your Subscription if your Subscription is purchased on monthly basis.
6.3.1.Particulars of charges shall be listed in the applicable invoice issued to you.
6.3.2.Monthly Subscriptions auto renew on a monthly rolling basis unless 30 days’ notice of cancellation of the concerned Subscription is provided, in which case, the Subscription, but not necessarily this Agreement, shall terminate on the last day of the renewal period in which the 30th day following the date of such cancellation notice falls.
7. Content
7.1. You understand and acknowledge that such data/content produced by the Services may not be exhaustive and the analysis of the data/content is based on what third-party data sources provide to or is obtained by IQFluence. The data/content is based on publicly available data/content and IQFluence does not verify the accuracy of data/content provided by such third parties. In addition, the data/content collected and displayed may require access to third party sites and such third parties may prevent IQFluence from generating such data/content. We, therefore, do not warrant that the data points or subscription type would remain the same or sufficient for all of Customer’s purposes throughout the duration of this Service Agreement. Those data points are subject to change but do not entitle you to a refund of any fees or charges paid.
7.2. Furthermore, government regulations and/or compliance with applicable laws may prevent IQFluence from using certain data/content or providing it to you. You agree that you shall evaluate and bear all risks associated with your use of the results of Services, including any reliance on the accuracy, completeness, or integrity of such Services. By using the Site and Services, you represent and warrant that you have such knowledge and experience in financial and business matters that you are capable of evaluating the merits and risks of the information made available in the Site and Services, and make effective use of the Services provided by IQFluence as an analytical tool.
7.3. In furtherance of the above, you understand that we may have to stop providing a particular type of Subscription depending on the available resources and access to third party platforms. You understand that you would not be due a refund in such case. However, we may at our sole discretion either provide a pro-rata refund amount for unearned and prepaid fees, or that said fees may be reallocated to the provision of a different Subscription.
7.4. The Site may contain links to other sites on the Internet which are owned and operated by Third Party Vendors and other third parties (the “External Sites”). You acknowledge that IQFluence is not responsible for the availability of, or the materials located on or through, any External Sites.
8. General restrictions on use of Services and restrictions on use of literary works obtained as a result thereof
8.1 While it is your right to freely use the information obtained as a result of our Services, you agree that you will not:
8.1.1.reproduce, duplicate, copy, sell, trade or resell the literary works you obtain through Services or our Site except as provided for in this Agreement for any purpose without our prior permission;
8.1.2.obscure, alter, remove or delete any copyright or other proprietary notices contained in the literary works arising out of Services;
8.1.3.copy, modify, adapt, translate or otherwise create derivative works of any of the literary works (documents in pdf or otherwise) obtained from the Site, except (i) as may be allowed by the Site or (ii) intended by the Services, (iii) as well as in furtherance of the purposes of this Agreement.
8.1.4.attempt or assist others to attempt or actually reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software we may give you access to.
8.1.5.Use the Services in any way that harms IQFluence, its affiliates, resellers, distributors, customers, service providers and/or suppliers, as determined by IQFluence in its sole reasonable discretion;
8.1.6.Use the Services in any manner that could damage, disable, overburden, or otherwise harm the Site or interfere with any other party's use and enjoyment of the Services and/or Site;
8.1.7.Use any meta tags or any other "hidden text" utilizing IQFluence's name or trademarks without the prior written consent of IQFluence;
8.1.8.Display the Site in frames or utilize any other techniques to display the Site (or any content on the Site) without the prior written consent of IQFluence;
8.1.9.Use the Services in any manner which is contrary to the provisions of any applicable third party terms of use or other agreements (including any requirement to secure written permission prior to making certain utilization of content);
8.1.10. Use the Services to "stalk" or otherwise harass another, or in breach of any applicable laws;
8.1.11. Employ any technique to compile any false or misleading information or content;
8.1.12. Harm minors in any way;
8.1.13. Use the Services in any manner that violates or infringes the rights of any third parties, including without limitation copyright, trademark, patent publicity, or other proprietary rights;
8.1.14. Use the IQFluence domain name or other contact information as a pseudonymous reply email, postal, and/or fax address (or any other type of return address) for any communication transmitted from another location or through another service or otherwise impersonate IQFluence or any other third party; 8.1.15. Create multiple credits, keys or passwords for disruptive or abusive purposes, or with overlapping use cases. Mass credits, keys or passwords creation may result in suspension of all related credits, keys or passwords.
8.2. Other restrictions may be listed in the particular invoice and such terms take precedence over any other term between us. Payment of the invoice would signify acceptance of such additional terms and restrictions.
8.3. It is a condition of this agreement that you will not exceed or breach any restrictions listed herein. Any such breach, whether intentional or unintentional, if curable and not cured within 15 days of written notice of the same, shall be repudiatory and entitle us to cancel your subscription and terminate the Service Agreement without a refund or further obligation to you.
8.4. YOU ACKNOWLEDGE AND AGREE THAT IN CASE WE DETECT MULTIPLE ACCOUNTS OR/AND PROMOTION PLANS ESTABLISHED FOR ONE PERSON, WE AT OUR SOLE DISCRETION MAY, WITHOUT WARNING AND REFUND, TERMINATE SUCH MULTIPLE ACCOUNTS OR/AND PROMOTION PLANS.
9. Confidentiality
9.1. Each Party undertakes to keep the other Party’s confidential information confidential and shall not use or disclose such confidential information except for the purpose of exercising or performing its rights and obligations under this Agreement.
9.2. Each Party may disclose the other Party's confidential information to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement and who are legally obligated to maintain its confidentiality, and as may be required by law, court order or any governmental or regulatory authority.
9.3. For the purposes of this Agreement, confidential information means all information, concerning one another's business, affairs, customers, clients or suppliers including the content of this Agreement, or designated as confidential, or which ought reasonably to be considered confidential. For instance, any information that is not public knowledge (this does not include information compiled as part of the Services, which separately forms our intellectual property) and you obtained access to solely through Services is confidential information and you shall not use nor disclose it without IQFluence’s written consent.
10. Term; Cancellation Or Termination
10.1. Term. This Service Agreement is effective as of the date of your acceptance.
10.2. Termination for Cause. Should either Party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, the non-breaching Party may terminate this Agreement immediately if the breaching Party fails to cure a curable breach within 10 business days after having received written notice by the non-breaching Party of the breach or default.
10.3. Termination for Convenience. You may cancel the Services at any time, with or without cause. However, you understand and accept that by cancelling the Services:
10.3.1. you will not receive a refund;
10.3.2. you are obligated to pay all charges due until the end of the subscription – early termination would cause us loss of expected profit from this Agreement with you;
10.3.3. you would lose access to and use of your credits, keys or passwords and any Services and Services credits contained therein. Upon termination or expiration of this Agreement for any reason, all licensed rights granted in this Agreement to you will immediately cease to exist and are revoked (except that in the event of Agreement expiration, termination due to Force Majeure or termination by IQFluence for convenience, your rights to retain results of the Services paid for, namely copies of reports or Influencer lists shall survive, subject to the other surviving provisions herein). Further, in any termination or expiration event, Sections 2, 3, 4, 7 to 15, as well as your obligation to pay any due and owing fees applicable, will survive.
11. Proprietary Rights
11.1. You acknowledge and agree that the Site and Services are the exclusive property of IQFluence and except as may be otherwise provided herein, IQFluence does not grant any express or implied right in them to you. IQFluence owns the copyright for the Site as a compilation, and all Services accessible from the Site. All content included on the Site, such as text, graphics, logos, button icons, images, data compilations, and software, is the property of IQFluence or its content suppliers and protected by international copyright laws. Any third party marks displayed on the Site and/or Services are the property of their respective owners.
12. Notices
12.1. When Parties refer to "in writing" in these Terms, this includes email.
12.2. Any notice or other communication given under or in connection with this Agreement must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3. A notice or other communication is deemed to have been received:
12.3.1. if delivered personally, on signature of a delivery receipt;
12.3.2. if sent by email, the next working day after transmission, subject to failed delivery notice.
12.3.3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.4. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
12.5. Your email for notice purposes shall be the one use to register and log into the system, unless you notify us otherwise in advance.
13. Warranties
13.1. IQFluence represents and warrants that at all times during the Term of this Agreement:
13.1.1. it will comply with all applicable laws, rules, regulations, and guidelines;
13.1.2. it is the owner of the Services or otherwise has the right to grant you the rights and license set forth in this Agreement and the Services will not infringe the intellectual property rights of any third party;
13.1.3. the Services will be provided by qualified personnel in a professional and skillful manner;
13.1.4. it will not, and will not allow the Services to, introduce into Customer software or systems any viruses, worms, time bombs, corrupted files, Trojan horses or other harmful or malicious code, files, scripts, agents, programs, or any other similar code that may interrupt, limit, damage the operation of Customer’s computers or property;
13.2. Except to the extent set forth above, THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
14. INDEMNIFICTION AND LIMITATION OF LIABILITY
14.1. Indemnity. Each Party will defend, indemnify and hold the other Party and its affiliates, employees, officers and agents harmless from and against all claims, damages, liabilities, losses, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or resulting from:
14.1.1. any allegation or action by a third party arising from or related to the Services, a Party’s use thereof in violation of the terms of this Agreement, where the same does or is alleged to infringe, misappropriate or violates such third party’s intellectual property, privacy, publicity, or other proprietary rights;
14.1.2. any allegation or action by a third party that would, if proven, constitute an inaccuracy, untruthfulness, or breach of any representation or warranty made by either Party under this Agreement; 14.1.3. any allegation or action by a third party that is based on a claim that an act or omission of the either Party resulted in: (i) personal injury (or death) or tangible or intangible property damage (including loss of use); or (ii) the violation of any statute, ordinance, regulation or other law.
14.2. Collectively, the matters arising under subsections (a) to (c) are each a “Claim”.
14.3. Indemnification Procedures. As a condition to a Party’s obligation to indemnify the other Party under this Agreement, the indemnified Party will: (i) provide the indemnifying Party with prompt written notice of any Claim that would give rise to liability of the indemnifying Party under this Agreement, provided that failure to give timely notice will not relieve the indemnifying Party of its obligations to the extent that such failure does not materially prejudice the indemnifying Party’s ability to defend or settle such Claim; (ii) tender sole control of the defense and settlement of such Claim to the indemnifying Party, provided that the indemnifying Party will not settle any such Claim or stipulate to any judgment or provisional remedy without the written consent of the indemnified Party (unless such agreement places no requirement of payment or other adverse or limiting requirement upon said Party); (iii) provide the indemnifying Party, at the indemnifying Party’s expense, with such assistance as the indemnifying Party may reasonably request; and (iv) not disclose the terms of any settlement unless required to do so by judicial or other government order, and will not publicize, or permit any third party to publicize, any settlement without the indemnifying Party’s prior written consent. Further, the indemnified Party may participate in the defense or settlement of a Claim with its own counsel at its expense.
14.4. Limitation of Liability.Except for Parties’ indemnification obligations in this Agreement and for breach of confidentiality: (i) in no event will either Party be liable for any special, indirect, incidental or consequential damages or for any damages resulting from loss of use, data or profits, whether in contract, tort, strict liability or otherwise, even if such Party has been advised of the possibility of such damages; and (ii) in no event will either Party’s liability to the other Party for damages in connection with this Agreement, whether in contract, tort or otherwise, exceed, in the aggregate, the amount of fees paid by Customer to IQFluence during the 12 months prior to initiation of a claim under dispute resolution section herein.
15. Governing Law and Jurisdiction
15.1. Dispute Resolution. This Agreement shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. Except for the right of either Party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, in the event of any other controversy or claim arising out of or relating to this Agreement, or a breach thereof, the Parties hereto agree first to try and settle the dispute by mediation, administered by the International Centre for Dispute Resolution under its Mediation Rules. If settlement is not reached within 60 days after service of a written demand for mediation, any unresolved controversy or claim arising out of or relating to this contract shall be settled by arbitration in accordance with the International Arbitration Rules of the International Centre for Dispute Resolution.
15.1.1. The number of arbitrators shall be one;
15.1.2. The place of arbitration shall be London, UK or an alternative location mutually agreed by the Parties;
15.1.3. The language of the arbitration shall be English.
15.2. Each Party shall bear its own expenses, but the Parties shall share equally in the expenses of the arbitration tribunal. The Parties agree that all arbitration proceedings conducted pursuant to this Section shall be kept strictly confidential, and all information disclosed in the course of such arbitration proceedings shall be used solely for the purpose of those proceedings. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16. Miscellaneous
16.1. Nothing in this Agreement will be construed as establishing a partnership, joint venture, agency, employment or similar relationship. IQFluence does not have any authority to bind Customer by contract or otherwise.
16.2. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will remain in full force and effect, and the provision affected shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited. If a deemed modification is not satisfactory to make the provision enforceable, then the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.
16.3. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
16.4. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the Parties to this Agreement. No online terms or terms associated with any invoice, purchase order, or other document shall modify this Agreement unless mutually accept by the Parties in writing.
16.5. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. IQFluence may assign any of its rights and obligations under this Agreement. No other Party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except (i) with the prior written consent of IQFluence, or (ii) in the event of a ‘change of control transaction’ as that term is commonly understood.