Terms of Use - Neufluence

Neufluence Terms Of Use

1. Introduction

These Terms of Use are a legal agreement (this “Agreement”) between you or the entity you represent (“you” or “your”) and AMF Entertainment Inc. d/b/a Neufluence (“Neufluence,” “we,” “us,” or “our”) establishing terms and conditions under which you shall access and use our services (the “Neufluence Service”) at neufluence.com and its subdomains (the “Website”), which Neufluence Services include a social network and online service for our users who are “influencers” and/or “brands”, for purposes of communication, collaboration and establishment of business opportunities by and among such influencers and brands. All influencers and/or brands which register for the Neufluence Service are referred to herein collectively as “Members” and individually as a “Member”.

BY USING THE NEUFLUENCE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING THE PROVISIONS OF SECTION 13 UNDER WHICH YOU AGREE TO ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND AGREE NOT TO BRING OR PARTICIPATE IN CLASS ACTIONS CLAIMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN PLEASE DO NOT USE THE NEUFLUENCE SERVICE.

By clicking the “I Agree” button or by otherwise using or registering an account for the Neufluence Service, you represent that you are at least 18 years of age.

2. The Neufluence Service

The Neufluence Service is being made available to you to enable you to become part of a community of online influencers and brands with whom you can communicate and share ideas and materials. You will have the ability to create a public profile that will be available to other Members to enable such Members to communicate with you. The Neufluence Service will be updated over time thereby adding additional user benefits that may be made available to you.

3. Access Rights; Members

3.1 Registration

Upon registration for the Neufluence Service, whether you are an influencer or brand, you shall become a Member and be granted access to the full Neufluence Service. Not all features of the Neufluence Service will be available to unregistered users (“Visitors”), and features of the Neufluence Service may be changed or removed at any time with or without notice. When you register for the Neufluence Service you shall register with your real name and only use an image as part of your profile that is your likeness. You hereby acknowledge that we reserve the right to disable any user account with a profile which we believe (in our sole discretion) is false or misleading (including a profile that impersonates a third party).

3.2 Login Credentials

Neufluence will issue to you, or enable you to establish, for you and each other user from your organization who you designate, a username and password for access and use of the Neufluence Service. You are responsible for maintaining the confidentiality of all such login credentials and for all use of the Neufluence Service using such login credentials. You must immediately notify Neufluence of any unauthorized use of your login credentials or any other breach of security known to Client.

4. Interactions and Arrangements with Other Members

You and other Members may enter into collaborative or other arrangements arising from the introduction or connections between you and such other Members on the Neufluence Service (“Member Transactions”). The Neufluence Service enables you and other Members to propose and agree to the terms and conditions of Member Transactions from time to time. Neufluence does not guarantee that any such Member Transactions are binding or that any Member will honor their commitments. Any Member Transactions or other interactions or information sharing between you and any other Members through the Neufluence Service or which arise from your use of the Neufluence Services are solely at your risk. Neufluence does not guarantee that any arrangements established between you and any other user or third party will be binding or that any Member will honor any obligations. Complaints about the behavior of Members may be provided to info@Neufluence.com, but Neufluence is under no obligation to resolve or arbitrate any disputes between Members.

5. Fees; Payments; Commissions; No Circumvention

5.1 Fees; Payments

You shall pay fees for your use of the Neufluence Service, as such fees are set forth on the Website from time to time, unless otherwise agreed in writing by you and Neufluence. You acknowledge and agree that such fees will include fees per Member Transaction and/or a commission on all fees or value exchanged between you and another Member in any and all Member Transactions greater than a threshold per transaction, at a rate and threshold set forth on the Website when you enter into the applicable Member Transaction, unless otherwise agreed by you and Neufluence. You and Neufluence agree that such threshold shall be USD$5000.00 per Member Transaction and such commission rate shall be 25% unless otherwise agreed by the parties from time to time.

5.2 Payment Processor

Payments will be handled through a payment processor selected by Neufluence from time to time. The initial payment processor shall be Stripe, though Neufluence may change such payment processors from time to time. All fees paid through the payment processor shall be subject to a processing fee as set forth on our Website from time to time, which shall initially be 2.9% plus $0.30 per transaction. Such fee and all other fees and commissions will be automatically added to your charges by the payment processor. If you share your credit card or other information via a third party payment processor using the Neufluence Service, then you do so at your own risk and you must assess and accept the terms and conditions of that third party payment processor applicable to their payment processing services.

5.3 Commissions; No Circumvention

You agree and acknowledge that per transaction fees and commissions on Member Transactions are a fundamental term of this Agreement in exchange for the benefits you receive from the Neufluence Service. Such commission obligations will survive the expiration or termination of this Agreement. You agree that you shall not circumvent the commissions or other fees hereunder by establishing any Member Transactions outside of the Neufluence Service; you further agree to report to Neufluence any and all consideration you pay or receive pursuant to any Member Transaction, except to the extent such consideration is clearly established and recorded on the Neufluence Service.

6. Ownership; Proprietary Rights

6.1 Neufluence-Owned Materials

As between you and Neufluence, Neufluence owns all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to the Neufluence Service, and all usage and other data generated or collected in connection with the use thereof (the “Neufluence Materials”). You agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized use of Neufluence Materials. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, algorithm or programs underlying Neufluence Materials or the Neufluence Service. Neufluence reserves the right to modify or discontinue the Neufluence Service or any version(s) thereof at any time in its sole discretion, with or without notice.

6.2 Member-Owned Materials

As between you and Neufluence, you own all worldwide rights, title and interest, including all intellectual property and other proprietary rights, in and to all content contributed to the Neufluence Service by you (“Member-Owned Materials”). You hereby grant Neufluence a royalty-free, nonexclusive, irrevocable worldwide license to copy, use, publicly display and prepare derivative works of the Member-Owned Materials as part of the Neufluence Service.

7. Third-Party Services

The Neufluence Service may include features or functionality that interoperate with online services, including without limitation third party payment processors (which may include, for example, Stripe), operated by third parties (such services, “Third-Party Services”), pursuant to agreements between Neufluence and the operators of such Third-Party Services (such agreements, “Third-Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third-Party APIs”) which Neufluence does not control. Third-Party Agreements and Third-Party APIs (and the policies, terms and rules applicable to Third-Party APIs) may be modified, suspended or terminated at any time by such third parties. Neufluence shall have no liability with respect to any such modification, suspension or termination.

Neufluence may collect information from Social Media Sites and Services such as Facebook, Twitter, Instagram, Google, YouTube, LinkedIn, Pinterest, and others through APIs provided by these Services. You grant us access via these APIs when you connect your Social Media account(s) to Neufluence.

What the Neufluence Services collect via these APIs is dependent on:

Permissions granted to Neufluence by third party Social Media Sites API privacy policies and terms of use

Permissions you grant Neufluence when you connect your accounts to Neufluence

Your privacy settings for your Social Media Site account(s)

The terms of use policies governing your Social Media Site account(s)

Relevant policies can be found here:

Google & YouTube Privacy Policy

YouTube API Services - Developer Policies

Facebook Privacy Policy

Instagram Privacy Policy

Instagram Platform Policy

Twitter Privacy Policy

Twitter Developer Agreement and Policy

LinkedIn Privacy Policy

LinkedIn API Terms of Use

Pinterest Privacy Policy

Pinterest Developer Terms

Similar Web Privacy Policy

Similar Web Terms of Service

You are responsible for ensuring that your use of the Neufluence Service in connection with any Third-Party Service complies with all agreements, policies, terms and rules applicable to such Third-Party Service.

If you are a Google user, you can revoke Neufluence access to your account here: https://myaccount.google.com/permissions.

8. Prohibited Uses

As a condition of your use of the Neufluence Service, you will not use the Neufluence Service for any purpose that is unlawful or prohibited by this Agreement. You may not use the Neufluence Service in any manner that in our sole discretion could damage, disable, overburden, impair or interfere with any other party’s use of it.

For example, you may not:

Transmit via or through the Neufluence Service any information, data, text, images, files, links, software, chat, communication or other materials (“Content”) that is or which Neufluence considers in its sole discretion to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing, misleading or otherwise objectionable Content;

Sell or promote any products or services which compete with the Neufluence Service;

Introduce viruses, worms, Trojan horses and/or harmful code on the Internet;

Display material that exploits children under 18 years of age;

Post any Content that infringes in any way or violates any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;

Promote, solicit or participate in multi-level marketing or pyramid schemes;

Harass, embarrass or cause distress or discomfort upon another participant, user, or other individual or entity;

Impersonate any other person, including but not limited to, a Neufluence officer or employee.

Post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 13 years of age);

Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation on our bulletin boards, including without limitation solicitations of credit card numbers, solicitations for sponsors, or promotion of raffles or contests;

Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Neufluence Service or in connection with your use of the Neufluence Service, in any manner; or

Invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.

These are some, though not all, of the activities that may result in removal of Content which you post to the Neufluence Service and/or the termination of your access to the Neufluence Service.

9. Additional Terms and Fees

When you use certain features or materials on the Neufluence Service, such use or participation may be subject to additional terms and conditions posted on the Neufluence Service, which may include fees and/or commissions. Such additional terms and conditions or financial terms are hereby incorporated within this Agreement, and you agree to comply with such additional terms and conditions, including any financial terms, which are hereby incorporated into this Agreement.

10. Termination

You agree that Neufluence, in its sole discretion and for any or no reason, may terminate this Agreement or your use of the Neufluence Service, at any time and without notice. Neufluence may also in its sole discretion and at any time discontinue providing the Neufluence Service, or any part thereof, with or without notice. You agree that Neufluence shall not be liable to you or any third-party for any such termination. Sections 3 through 16 will survive any termination of this Agreement.

11. Disclaimers; No Warranties

THE NEUFLUENCE SERVICE AND ANY MEDIA, INFORMATION OR OTHER MATERIALS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE NEUFLUENCE SERVICE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEUFLUENCE AND ITS LICENSORS AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEUFLUENCE AND ITS LICENSORS AND PARTNERS DO NOT WARRANT THAT THE FEATURES AND FUNCTIONALITY OF THE NEUFLUENCE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NEUFLUENCE SERVICE OR THE SERVERS THAT MAKE AVAILABLE THE FEATURES AND FUNCTIONALITY THEREOF ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

12. Indemnification

You agree to defend, indemnify and hold Neufluence and its affiliated companies, and each of their officers, directors and employees, harmless from any claims, losses, damages, liabilities, costs and expenses, including reasonable attorney’s fees, (any of the foregoing, a “Claim”) arising out of or relating to your use or misuse of the Neufluence Service, breach of this Agreement or infringement, misappropriation or violation of the intellectual property or other rights of any other person or entity or any Member-Owned Materials you post on our Neufluence Services, provided that the foregoing does not obligate you to the extent the Claim arises out of Neufluence’s willful misconduct or gross negligence. Neufluence reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

13. Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL NEUFLUENCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SITE PROVIDERS, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT ARISE OUT OF OR RELATE TO THE NEUFLUENCE SERVICE, INCLUDING YOUR USE THEREOF, OR ANY OTHER INTERACTIONS WITH NEUFLUENCE, EVEN IF NEUFLUENCE OR A NEUFLUENCE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, IN WHICH CASE NEUFLUENCE’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE TOTAL LIABILITY OFNEUFLUENCE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THIRD PARTY PARTNERS OR LICENSORS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE NEUFLUENCE SERVICE EXCEED ONE HUNDRED U.S. DOLLARS.

14. Arbitration

14.1 Agreement to Arbitrate

This Section 14 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Neufluence arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies and other than claims for injunctive or other equitable relief). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

14.2 Class Action Waiver

THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

14.3 Procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's (“AAA”) rules and procedures (the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 12.

14.4 Venue

The arbitration shall be held in New York, New York or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Neufluence may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

14.5 Governing Law

The arbitrator will decide the substance of all claims in accordance with the laws of the State of New York, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Neufluence Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.

14.6 Costs of Arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA’s Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

14.7 Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

14.8 Severability

If a court decides that any term or provision of this Arbitration Agreement other than Section 13.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 13.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

15. Notice and Take Down Procedures; Copyright Agent

If you believe any materials accessible on or from the Neufluence Service infringe your copyright, you may request removal of those materials (or access thereto) from the Neufluence Service by contacting Neufluence’s copyright agent (identified below) and providing the following information:

Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.

Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.

Your name, address, telephone number and (if available) e-mail address.

A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.

A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.

A signature or the electronic equivalent from the copyright holder or authorized representative.

Neufluence’s agent for copyright issues relating to Neufluence Service can be reached as follows:

By email at contact@neufluence.com

Or by mail at:

Neufluence Copyright Agent

AMF Entertainment Inc. d/b/a Neufluence.

849 St. Nicholas Avenue

Suite 3D

New York, NY 10031

16. Third Party Sites

The Neufluence Service may include advertisements, other links that allow you to access web sites, or access to or information from online services that are owned and operated by third parties. You acknowledge and agree that Neufluence is not responsible and shall have no liability for the content of such third-party sites and services, products or services made available through them, or your use of or interaction with them. See the Neufluence Privacy Policy at https://www.Neufluence.com/privacy-policy for more information.

17. Miscellaneous

Neufluence may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) the later of (A) thirty (30) days after Neufluence provides notice of the Changes, whether such notice is provided through the Neufluence Service user interface, is sent to the e-mail address associated with your account or otherwise and (B) the expiration of any subscription period to which you have committed, through the Website or otherwise, to use the Neufluence Service; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from Neufluence electronically. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement or the Neufluence Service that is not subject to arbitration under Section 13 shall be filed only in the state or federal courts in the State of New York (or a small claims court of competent jurisdiction) and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Notwithstanding the foregoing, either party may petition any court of competent jurisdiction for injunctive or other equitable relief. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Neufluence without restriction. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement made by Neufluence as set forth herein. Note for Children. The Neufluence Service is not for persons under the age of 18. If you are under 18 years of age, then please do not use the Neufluence Service.

18. Privacy Policy

The Privacy Policy for the Neufluence Service, at https://www.neufluence.com/privacy-policy (the “Privacy Policy”), describes the collection, use and disclosure of data and information (including usage data) by Neufluence in connection with the Neufluence Service. The Privacy Policy, as may be updated by Neufluence from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the collection, use and disclosure practices set forth therein.

For Additional Information

If You have any questions about this Agreement or our Neufluence Services, please contact us at: contact@Neufluence.com.