HUMANZ.AI TERMS OF USE
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THIS SITE, APP OR SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.
These Terms of Use apply to the Users, as defined below, and their use of this site or app and the services offered on or through it, provided by Humanz Ltd. (“HUMANZ”, “Company”, “we”, “us”, or “our”).
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.
Some terms may not apply to you, depending on where you are in the world, so please look out for any notices explaining terms that are relevant to particular countries only.
YOUR CONTINUED USE OF THIS SITE, APP OR SERVICE IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT. IN THE EVENT YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THIS SITE, APP OR ANY OF OUR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONTINUED ACCESS AND USE OF ANY SITE, APP OR OUR SERVICES AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU SHALL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.
In the event you have difficulty accessing any content, feature, or functionality of a Service, please contact us.
Please use the links below to access the various topics in this Agreement.
GENERAL TERMS
3. Authorized Use of Our Services
4. License
6. Interactive Features and Forums
7. Descriptions, Testimonials, Opinions
8. Third-Party Content and Links
9. Availability of the Marketplace and the Services
MARKETPLACE TERMS
11. Engagement between Advertiser and Content Creator
RIGHTS OF THE PARTIES AND OTHER TERMS
12. Our Intellectual Property Rights
15. Age Requirement
16. Relationship of the Parties
17. Confidentiality
19. Indemnity
21. Disputes, Arbitration and Class Action Waiver
23. Other Important Legal Terms
24. Contacting Us
GENERAL TERMS
1. Applicability
1.1. HUMANZ provides a mobile and website marketing platform (the "Marketplace", as defined below) and related services and resources available through our mobile app (the “App”) available on the Apple App Store, Google Play store, Huawei AppGallery, Play Store, or any other platform that we may make the App available on at a later date, and website located at humanz.ai, and any successor or related site designated by us including at https://www.bambassadors.com/, (the “Site,”), where Content Creators (as defined below), Agent(s) (as defined below), Editors (as defined below) and Advertisers (as defined below) can connect for the performance of influencer marketing campaigns and/or create and receive users generated content services (“Bambassadors Service”). In addition, we provide other services and resources related to influencer marketing, such as the HUMANZ Influencer Marketing Academy and market benchmarks, which, together with the Marketplace, Site, App, the Bambassadors Services, and all other services or resources provided to Users, as defined below, constitute our “Services,” as further described below.
1.2. These Terms of Use (the “Agreement”) is made and entered into by and between HUMANZ and any user of our Services, whether a Content Creator, Advertiser, Editor or Agent(s), as are defined below, or other visitor to or user of our Services for any purpose (Collectively, “User”, “you” or “your”). "User", “you” or “your” means you individually or the entity or person that you represent. In the event you enter into this Agreement for an entity or person, you represent and warrant that you have the legal authority to bind that entity to this Agreement. This includes, without limitation, that if you are an Agent(s) acting on behalf of a Content Creator, you represent and warrant that you have the full legal authority to bind such Content Creator and agree to be liable for said representation.
1.3. This Agreement, and any and all restrictions and policies posted by HUMANZ in the App, on the Site, or otherwise implemented by HUMANZ from time to time with respect to the Marketplace and/or the Services, as defined below, or any agreements entered into by you and us that govern the User’s access and use of the Services, or any part thereof, also govern your use of our Services.
1.4. We generally handle any personal information that we collect about you in the context of our Services pursuant to our Privacy Policy, which may be updated from time to time. To the extent that Advertiser needs a data processing agreement, Advertiser shall execute Humanz’s data processing agreement (“DPA”) available upon request and return it signed to Humanz as described therein. User may use certain features of the Site and certain Services on the Site without downloading the App or creating a User Account, as defined below. In the event User does not accept the Terms, however, User must not use the Site or Services in any capacity.
1.5. HUMANZ may make changes to this Agreement, at any time, and User should check back often and make sure that User is familiar with the most current version of this Agreement. We shall contact you through your account or the email address you provided to us when creating an account to let you know of any material changes. Any amendment to this Agreement shall be effective upon HUMANZ's posting of such updated Agreement on the Site or in the App. User's continued use of the Marketplace and/or the Services after such posting constitutes User's consent to be bound by this Agreement, as updated and amended. You are legally and financially responsible for all actions using or accessing our Services, including the actions of anyone you allow to access your Account.
1.6. The Services are only available in certain countries. You may not use our Services in any country or jurisdiction where they are not available.
2. Certain Definitions
2.1. Certain definitions used within this Agreement are defined in this Section. Other definitions are defined as described elsewhere in the Terms.
2.1.1. “Advertiser” means a User who has created and activated an Advertiser Account, as further described in Section 5 below.
2.1.2. "Agent(s)" means a talent agent or legal representative who represents and works on behalf of the Content Creators.
2.1.3. ”Agent's Content Creator“ means the Content Creators engaging the Services of HUMANZ through their Agent.
2.1.4. “Challenge” means a project initiated by an Advertiser or Humanz via the Bambassadors Services, specifying requirements for content creation and/or editing, as further described in Section 12.2.1.5. “Connect” means the “Connect” Service available on our App.
2.1.6. “Content Creator” means a User who has created and activated a Content Creator Account, as further described in Section 5 below.
2.1.7. “Editor” means a User who has created and activated an Editor Account within the Bambassadors Services, as further described in Section 5 below.
2.1.8. “Feed” means the “Feed” feature of our Services available on our App, and any comments, likes or post within it.
2.1.9. ”Marketplace“ means the marketing platform for Content Creators, Agent(s), other users and/or Advertisers, which is accessible via the App, where HUMANZ may offer the Services to Content Creators, Agent(s), Editors and Advertisers.2.1.10. ”Services“ means, collectively, any services and features HUMANZ may provide to Users, Advertisers, Agent(s), Editors and/or Content Creators, including the Site, the App, the Marketplace, and any features of the Marketplace (e.g. Content Creator Account, Profile (both as defined below), etc.), and including, but not limited to, connecting Content Creator's social accounts, providing the Content Creator Followers Analysis (as defined below), Campaigns, posting Bids, and the HUMANZ Influencer Marketing Academy, as may be amended from time to time.
2.1.11. “User Account” means, collectively, the Advertiser Accounts, Agent(s) Accounts, Editor Accounts and Content Creator Accounts, as each is defined below, and refers to each, as applicable.
3. Authorized Use of Our Services
By using or attempting to use our Services, you (User, Content Creator, Agent, or any other user of the Services) acknowledge, represent, warrant and covenant that:4. License
4.1. Subject to the User's compliance with the terms and restrictions set forth in this Agreement, HUMANZ grants User a limited, personal, revocable, non-assignable, non-transferrable, non-sub-licensable, and non-exclusive right to access and use the Services, subject to the Terms. It shall be clarified that this Agreement does not entitle User to any right or title in the Services (or any part thereof), other than the rights explicitly granted herein. No content from the Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner.
5. User Accounts
In order to use the Marketplace and related Services therein, user must create an account as either a Content Creator, Agent(s) or Advertiser and provide lawful and accurate information.
3.1. You shall not violate, and shall comply with, all applicable statutes, orders, regulations, rules and laws, including, without limitation, privacy and marketing/spam laws;
3.2. You shall not violate the rights of any third party;
3.3. HUMANZ is not providing any legal services and shall not advise User regarding any legal matters. In the event User desires to obtain legal counsel, User shall seek an independent legal counsel licensed to practice law in User's jurisdiction. User shall not rely on HUMANZ for any such counsel;
3.4. HUMANZ provides a Marketplace and Forums and allows Users to post content, and therefore HUMANZ is not and shall not be responsible or liable for any content or Forum Content, including but not limited to data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by any User or other party;
3.5. You shall not utilize the Services in any manner violative of any agreement made with us, including, without limitation, this Agreement, or with an Advertiser or Content Creator, including Campaign Agreements, through our Services;
3.6. You shall not take any screenshots, screengrabs, screen captures, pictures of, or otherwise capture or copy any of the Services, or information within the Services, including the App and Site, and including, but not limited to, information contained in Campaigns, User Profiles or Feeds;
3.7. You shall not share any information you learn within or in connection with our Services with anyone outside the Services, including, but not limited to Humanz Confidential Information and Advertiser Confidential Information unless specifically authorized to do so as part of Content Creator Services pursuant to a Campaign Agreement, and then only for the specific information for which you are authorized to share;
3.8. You shall not expose the Services to any risk of piracy and attempted attacks on the vulnerability of the Services and any applicable security system, and to implement all appropriate measures to prevent those aforementioned risks or any other risk that may affect the Services; and
3.9. You shall not use the Services for any fraudulent or unlawful purpose and shall not take any action to interfere with the Services, or any other party’s use thereof. For example, you shall not do any of the following, without our express written permission:
3.9.1. Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Services any content, that is or may be, unlawful, harmful, harassing, xenophobic, political, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
3.9.2. Post to or transmit through the Services any sensitive or special personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, religious or political belief, health or medical information, or other information concerning such sensitive or special personal matters, unless specifically requested by us;
3.9.3. Sell, exchange, reproduce, duplicate, copy, monetize, publicly display, frame, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to a Services, without our express written permission or as otherwise expressly allowed in the Terms;
3.9.4. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;
3.9.5. Violate, or attempt to violate, the security of the Services;
3.9.6. Disseminate on the Services any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, equipment or any part of the Services;
3.9.7. Use scripts, macros or other automated means to impact the integrity of balloting/voting, ratings or similar features;
3.9.8. Reverse engineer, disassemble, decompile, or otherwise attempt to derive in any way, the method of operation of the Services;
3.9.9. Build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services are within the scope of any patent;
3.9.10. Use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
3.9.11. Interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services;
3.9.12. Use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Services or to collect any information from the Services or any other User of the Services;
3.9.13. Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Services.
3.9.14. Create links to the Services, or any content available via Services, without HUMANZ’s prior written approval;
3.9.15. Use logos, trademarks or any other element protected by HUMANZ’s intellectual property rights, without our express written permission; or
3.9.16. simulate the appearance or functioning of the Services, e.g. by mirroring;
3.10. User must ensure that its employees and/or service providers comply with the Agreement, and User is and shall remain at all times responsible for any non-compliance or violation of the Agreement by its employees and/or service providers, or any other person to which it gives access to its User Account or otherwise allows to use the Services.
4. License
4.1. Subject to the User's compliance with the terms and restrictions set forth in this Agreement, HUMANZ grants User a limited, personal, revocable, non-assignable, non-transferrable, non-sub-licensable, and non-exclusive right to access and use the Services, subject to the Terms. It shall be clarified that this Agreement does not entitle User to any right or title in the Services (or any part thereof), other than the rights explicitly granted herein. No content from the Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner.
5. User Accounts
In order to use the Marketplace and related Services therein, user must create an account as either a Content Creator, Agent(s) or Advertiser and provide lawful and accurate information.
5.1. Content Creator
5.1.1. Account and Profile
5.1.1.1. In general, you are not obligated to register for an account in order to access the Site, however in order to access the Marketplace and/or our App, and to use the certain of the Services as a Content Creator, User shall be required to create an account through our App (“Content Creator Account”).
5.1.1.2. User shall download the App from Google Play, App Store, Huawei AppGallery, or Play Store, or any other location through which we may make the App available from time to time. By accessing or using the App, User acknowledges and agrees to be bound by this Agreement. In the event User does not accept the Terms, User must not use the App.
5.1.1.3. User must create a password to access User's Content Creator Account. You are solely responsible for safeguarding your password. User's Content Creator Account and password is personal to User, and User agrees not to provide any other person with access to the Marketplace and/or Services using User's Content Creator Account or password;
5.1.1.4. To receive payment for any Content Creator Services performed through our Services, you must enter your financial account information such as your bank account number, bank name, tax identifier, or bank routing number, as we may request from time to time.
5.1.1.5. HUMANZ may, at its sole discretion accept User's request to open a Content Creator Account. We may reject, and you may not use, a User name (or e-mail address) for any reason in our sole discretion. For example, we may reject a User name (or e-mail address) that is already in use by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive. In the event that HUMANZ decides to let User open a Content Creator Account, HUMANZ shall send User an email ("Account Confirmation Email") and provide User with access to its Content Creator Account, including without limitation, access to User's inbox ("Content Creator Inbox"), and User's personal profile which may be filled in by User and which shall be visible to other Content Creators and Advertisers ("Content Creator Profile"). A User that has received an Account Confirmation Email and has activated their Content Creator Account is referred to herein as a "Content Creator".
5.1.1.6. You are responsible for all activities that occur under your Content Creator Account, regardless of whether the activities are undertaken by you, your employees or a third party on your behalf (including your contractors or Agent(s)). You agree to contact us immediately in the event you believe an unauthorized third party may be using your Content Creator Account or in the event your Content Creator Account information is lost or stolen. You may terminate your Content Creator Account and this Agreement at any time in accordance with Section 14.
5.1.1.7. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION AND USER IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH.
5.1.2. Content Creator Information
5.1.2.1. The Marketplace allows for Users to enter certain information on their Content Creator Profiles. Content Creator may fill in the Content Creator Profile with Content Creator’s information, including: interests, social media accounts, general information about the Content Creator, User’s social media posts and other information provided by the Content Creator ("Content Creator Information") as further described in Humanz's privacy policy.
5.1.2.2. The Services provide Content Creator with the option to link its social media accounts with its Content Creator Account. If you link your Content Creator Account with your social media accounts, you acknowledge, warrant and undertake that (i) Content Creator's social media accounts are not governed by this Agreement, but are governed by each social media site's own terms of use, privacy policies, and/or other policies ("Third Party Policies"); (ii) Content Creator shall review and comply with such Third Party Policies, and, amongst others, make sure that each such link and/or information is in compliance with the respective Third Party Policies; and (iii) HUMANZ shall not be liable in any way for any non-compliance or violation by Content Creator of any Third Party Policies and/or applicable law.
5.1.2.3. By submitting Content Creator Information to the Profile, or allowing it to be shared, Content Creator acknowledges that HUMANZ is and shall be under no obligation to edit or control any Content Creator Information and shall not be in any way responsible or liable for any Content Creator Information. Although HUMANZ has no obligation to screen, edit or monitor any of the Content Creator Information, HUMANZ explicitly reserves the right, at its sole discretion, to remove, edit, delete, suspend, or block without giving any prior notice, any Content Creator Information available on the Profile, at any time and for any reason, and Content Creator is solely responsible for creating backup copies of Content Creator Information.
5.1.2.4. Content Creator grants to HUMANZ the right to utilize, modify, reformat, publish (including, communicate to the public), copy, store, distribute and/or disclose Content Creator Information to any third party, as necessary to operate and provide the Services, to protect the rights of HUMANZ, its customers, employees or others, to enforce this Agreement, to comply with legal obligations or governmental requests or for any other reason or purpose as Humanz deems appropriate.
5.1.2.5. By submitting the information to HUMANZ, User represents and warrants that: (i) it shall use the Content Creator Account solely in accordance with this Agreement and any applicable law; and (ii) any information provided to HUMANZ by User is correct and updated.
5.1.2.6. USER UNDERSTANDS AND AGREES THAT HUMANZ SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT CONTENT CREATOR MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH UPLOADING ANY CONTENT CREATOR INFORMATION, AND HUMANZ IS NOT AND SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY THIRD PARTY (INCLUDING ADVERTISERS) FOR THE CONTENT OR ACCURACY OF ANY CONTENT CREATOR INFORMATION POSTED BY CONTENT CREATOR OR ANY OTHER USER OF THE MARKETPLACE AND/OR SERVICES. CONTENT CREATOR IS AND SHALL BE SOLELY RESPONSIBLE FOR ITS CONTENT CREATOR INFORMATION AND THE CONSEQUENCES OF POSTING OR PUBLISHING SUCH CONTENT CREATOR INFORMATION ON THE PROFILE, IN ANY WAY AND USER IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH
5.1.2.7. Content Creator represents and warrants that Content Creator is and shall remain at all times the rightful owner of the Content Creator Information Content Creator uploads to the User’s Content Creator Profile or that Content Creator has (and shall continue to have) all the required licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights. In the event Content Creator shares any Content Creator Information, Content Creator represents and warrants that such person has consented to receiving the information.
5.1.2.8. Without derogating from any other provisions of this Agreement, Content Creator expressly agrees that the Content Creator Information that Content Creator posts or uploads shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is or may be unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list. In the event you see Content Creator Information on our Services that you believe violates this Agreement, please contact us at info@humanz.ai.
5.1.2.9. You acknowledge that any Content Creator Information you upload or share in your Content Creator Profile or otherwise on or through the Services shall be publicly available, and that you have no expectation of privacy in such content, and that it may be seen and used by others. IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER CONTENT CREATOR INFORMATION PUBLICLY AVAILABLE IN YOUR PROFILE OR OTHERWISE ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
5.2. Advertiser
5.2.1. Advertiser Account
5.2.1.1. In order to use our Services as an Advertiser, User shall create an Advertiser Account, as defined below, on our Site (the “Advertiser Account”).
5.2.1.2. User must provide a valid email address and create a password to access Advertiser Account. You are solely responsible for safeguarding your password. User's Advertiser Account and password is personal to User, and User agrees not to provide any other person with access to the Marketplace and/or Services using User's Advertiser Account or password.
5.2.1.3. In order to utilize paid Services, you will be required to enter your financial account information or payment card information, as we may require from time to time. You must be authorized to use the payment method that you enter in your Advertiser Account. You authorize us to charge you for any Fees and/or paid feature of the Sites that you choose to sign up for or use while this Agreement is in force. We may initiate payments (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for Subscriptions.
5.2.1.4. HUMANZ may, at its sole discretion, accept User's request to open an Advertiser Account. We may reject, and you may not use, a User name (or e-mail address) for any reason in our sole discretion. For example, we may reject a User name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive. In the event HUMANZ decides to let User open an Advertiser Account, HUMANZ shall send User an email ("Advertiser Account Confirmation Email") and provide User with access to its Advertiser Account, including without limitation, access to Advertiser’s inbox ("Advertiser Inbox"). A User that has received an Advertiser Account Confirmation Email and has activated their Advertiser Account is referred to herein as an "Advertiser".
5.2.1.5. You are responsible for all activities that occur under your Advertiser Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You agree to contact us immediately in the event you believe an unauthorized third party may be using your Advertiser Account or in the event your Advertiser Account information is lost or stolen. You may terminate your Advertiser Account and this Agreement at any time in accordance with Section 14.
5.2.1.6. The Services may allow Advertiser to upload information, including information about itself or its products, through the Services, such as in a Campaign and/or Challenges, as defined below (“Advertiser Content”).
5.2.1.7. If you submit Advertiser Content to the Profile, or allow it to be shared, you acknowledge that HUMANZ shall be under no obligation to edit or control any Advertiser Content and shall not be in any way responsible or liable for any Advertiser Content. Although HUMANZ has no obligation to screen, edit or monitor any of the Advertiser Content, HUMANZ explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any Advertiser Content available on the Profile, at any time and for any reason, and Advertiser Content shall solely be responsible for creating backup copies of Advertiser Content
5.2.1.8. Advertiser grants to HUMANZ the right to utilize and disclose Advertiser Content to any third party as necessary to operate the Services, to protect the rights of HUMANZ, its customers, employees or others, to enforce this Agreement, to comply with legal obligations or governmental requests or for any other reason or purpose as Humanz deems appropriate.
5.2.1.9. Humanz may make available to Advertiser a pixel for Advertiser to implement on its website as part of the Services to track the impact of the Content Creator influencer materials Advertiser is solely and fully responsible to determine any and all legal requirements that apply to Advertiser and its website with respect to the use of the pixel, including, without limitation, to publish a cookie notice and/or to obtain consent of the visitors of the website. The foregoing shall not be used as, and/or considered, legal advice. Advertiser should contact its attorney to seek legal advice with respect to cookie-rules under applicable laws.
5.2.1.10. By submitting the information to HUMANZ, User represents and warrants that: (i) it shall use the Advertiser Account solely in accordance with this Agreement and any applicable law; and (ii) any information provided to HUMANZ by User is correct and updated.
5.2.1.11. HUMANZ SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT ADVERTISER MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH UPLOADING ANY ADVERTISER CONTENT, AND HUMANZ SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OF ANY ADVERTISER CONTENT POSTED BY ADVERTISER OR ANY OTHER USER OF THE MARKETPLACE AND/OR SERVICES. ADVERTISER SHALL BE SOLELY RESPONSIBLE FOR ITS ADVERTISER CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING SUCH ADVERTISER CONTENT, IN ANY WAY AND USER IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH.
5.2.1.12. Advertiser represents and warrants that Advertiser is and shall remain at all times the rightful owner of the Advertiser Content that Advertiser uploads to the Services or that Advertiser has and shall continue to have at all times all the required licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not and shall not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights. In the event Advertiser shares any Advertiser Content, Advertiser represents and warrants that such person has consented to receiving the information.
5.2.1.13. Without derogating from any other provisions of this Agreement, Advertiser expressly agrees that the Advertiser Content that Advertiser posts or uploads shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that may reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list. In the event you see Advertiser Content on our Services that you believe violates this Agreement, please contact us at info@humanz.ai.
5.2.1.14. You acknowledge that any Advertiser Content you upload or share or make available on or through the Services shall be publicly available to all Users of the Services. IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER ADVERTISER CONTENT PUBLICLY AVAILABLE IN ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
5.2.1.15. YOU UNDERSTAND AND AGREE THAT HUMANZ EXPLICITLY DISCLAIMS LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES OF ANY KIND WHICH MAY ARISE FROM YOUR FAILURE TO COMPLY WITH THIS SECTION AND YOU IRREVOCABLY WAIVE ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH.
5.3. Agent Account
5.3.1.1. In order to use our Services as an Agent, you must create an Agent Account on our Site (the "Agent Account"). Agent must provide a valid email address and create a password to access your Agent Account. You are solely responsible for safeguarding your password. Your Agent Account and password are personal to you, and you agree not to provide any other person with access to the Marketplace and/or Services using your Agent Account or password.
5.3.1.2. In order to utilize paid Services, you will be required to enter your financial account information or payment card information, as we may require from time to time. You must be authorized to use the payment method that you enter in your Advertiser Account. You authorize us to charge you for any Fees and/or paid feature of the Sites that you choose to sign up for or use while this Agreement is in force. We may initiate payments (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for Subscriptions. Where Content Creator is represented by an Agent(s) and is therefore an Agent Content Creator, all financial matters shall be managed by the Agent(s) and Agent Content Creator shall not have access to view their income directly from that representation. In such cases, the steps as described below in Section 11.3 shall be followed.
5.3.1.3. HUMANZ may, at its sole discretion, accept Content Creators' request to open an Agent Account. HUMANZ may reject , and you may not use, a Username (or e-mail address) for any reason in our sole discretion, for example, we may reject a Username (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive. In the event HUMANZ agrees to allow a User open an Agent Account, HUMANZ will send User an email ("Agent Account Confirmation Email") and provide User with access to its Agent Account, including without limitation, access to Agent’s inbox ("Agent Inbox"). The registration process may be changed from time to time. A User that has received an Agent Account Confirmation Email and has activated their Agent Account is referred to herein as an " Agent ". The Services may allow Agent to upload information, including information about itself or its Agent Content Creators, through the Services, as part of its account or otherwise ("Agent Account Content"). HUMANZ may allow Content Creators (who are a HUMANZ user) to invite their Agents to the HUMAZ Services to represent them.
5.3.1.4. The Agent is responsible for all activities that occur under the Agent Account (including without limitation regarding the representation of Agent Content Creators), regardless of whether the activities are undertaken by the Agent, its employees or a third party (including your contractors or agents). Agent agrees to contact HUMANZ immediately in the event Agent believes an unauthorized third party may be using your Agent Account or in the event your Agent Account information is lost or stolen. Agent may terminate its Agent Account and this Agreement at any time in accordance with Section 14. Agent Content Creators may terminate in accordance with Section 14.
5.3.1.5. Agent Content Creators shall permit the Agent to access the Services and the data available on the Services for the purpose of providing marketing and/or business services to Agent Content Creator, provided that: (i) the representation of the Agent is approved in writing by the Agent Content Creator prior to receiving access to use the Services, (ii) the Agent causes the Agent Content Creators not registered previously with HUMANZ to execute, and agree to be bound by, this Agreement (more information is available in Section 11.3 below), (iii) notwithstanding anything to the contrary, Agent and Agent Content Creators acknowledge and ensure that HUMANZ shall have the right, but not the obligation, to use any remedies available in law or in equity directly against the Agent and Agent Content Creators in connection with, or related to, any violation, breach, misappropriation or infringement of any kind by the (at HUMANZ’s sole discretion), and (iv) the Agent Content Creator shall in any event remain fully responsible and liable for the actions and omissions of its Agent, and for the transfer to, and access and/or use by, the Agent of data and information (including, without limitation personal data) on the Services and Agent Content Creator and/or the Agent shall defend, hold harmless and indemnify HUMANZ (and its affiliates, subsidiaries, directors and staff) from and against any claim, liability, cost and/or expense of any kind related to the Agent’s actions and/or omissions and/or the transfer to, and access and/or use by, Agent of data and information (including, without limitation personal data) on the Services and, notwithstanding anything to the contrary in this Agreement or any other agreement or arrangement between HUMANZ, the Agent and/or the Agent Content Creator, Agent Content Creator’s liability in connection with this Section shall be unlimited. HUMANZ reserves the right to suspend access to the Services to the Agent at HUMANZ's sole discretion. Notwithstanding anything to the contrary, this Section 5.3 shall survive the termination or expiration of this Agreement for any reason.
5.3.1.6. Agent shall be prohibited from bringing children as Content Creators. The process of adding an Agent Content Creator to your Agent Account works in two ways:
a) Content Creators that are existing App users will receive a notification to provide consent via their registered contact details;
b) If the Content Creator does not have an account, HUMANZ will facilitate the Agent an open invitation link, so the Agent can send it to the Content Creator via email. The Content Creator shall verify themselves, for example through their Facebook/social. In addition, when the Agent Content Creator starts making use of HUMANZ Services via the link, Agent Content Creator shall accept to be bound by HUMANZ terms and conditions and the Agent Content Creator can download the HUMANZ App; or
c) Any other mechanism that HUMANZ may make available from time to time.
5.3.1.7. By sharing the invitation link with the Content Creator and/or by submitting information and/or content to HUMANZ, Agent represents, warrants and covenants that: (i) it shall use the Agent Account solely in accordance with this Agreement and any and all applicable laws and regulations (including, without limitation, privacy and spam laws); (ii) it has any and all permissions from the Content Creator to be their agent and to represent the Content Creator; and (iii) any information provided to HUMANZ by Agent is correct and updated.
5.3.1.8. Agent grants to HUMANZ the right to utilize and disclose Agent's Account Content to any third party as necessary to operate the Services, to protect the rights of HUMANZ, its customers, employees or others, to enforce this Agreement, to comply with legal obligations or governmental requests or for any other reason or purpose as Humanz deems appropriate.
5.3.1.9. Agent represents, warrants and covenants that Agent is the only responsible party to pay the Content Creator the agreed fees and/or compensation for the Campaign. Agent hereby agrees and understands that in the event of any claims, problems and/or issues which are brought against HUMANZ by the Agent Content Creators with respect to payments, HUMANZ shall be entitled to withhold agent payments as insurance pending the resolution of such claims or in order to fulfil potential payment obligations owed.
5.3.1.10. Agent shall defend, indemnify and hold harmless HUMANZ, its affiliates and each of their respective officers, directors, employees, agents, shareholders, successors, assigns, and contractors from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to (i) any and all claims with respect to the Agent’s use of the Services, including, but not limited to, and claim that Agent’s use of the Services and/or the Agent Account infringe the intellectual property or other rights of any person (including, without limitation, the Content Creator); (ii) Agent's acts or omissions and/or breach or violation of these Terms; (iii) Agent's gross negligence, willful misconduct or fraud; and/or (iv) Agent's access to, or use of, the Marketplace and/or the Services. We reserve the right, at your 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. We shall use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
5.3.1.11. TO THE MAXIMUM EXTENT PERMITTED BY LAW, HUMANZ SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT AGENT MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH UPLOADING ANY AGENT ACCOUNT CONTENT (INCLUDING, WITHOUT LIMITATION, CONTENT CREATOR'S NAMES, MARKS AND/OR GENERATED CONTENT) AND/OR ANY OF AGENT CONTENT CREATOR'S CONTENT, AND HUMANZ SHALL NOT BE RESPONSIBLE OR LIABLE TO CONTENT CREATOR, THE AGENT AND/OR ANY THIRD PARTY FOR THE CONTENT OR ACCURACY OF ANY AGENT ACCOUNT CONTENT OR THE CONTENT OF ANY AGENT CONTENT CREATORS POSTED BY AGENT OR ANY OTHER USER OF THE MARKETPLACE AND/OR SERVICES. THE AGENT SHALL BE SOLELY RESPONSIBLE FOR ITS CONTENT CREATORS CONTENT AND THE CONSEQUENCES OF POSTING OR PUBLISHING SUCH CONTENT IN ANY WAY AND IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH.
5.3.1.12. Agent and each relevant Agent Content Creators, represent and warrant that Agent Content Creator is and shall remain at all times the rightful owner of the Content Creator Information that Content Creator uploads to the User’s Content Creator Profile or that Content Creator has (and shall continue to have) all the required licenses, rights, consents, and/or permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights. In the event Agents Content Creator shares any Content Creator Information, Agent represents and warrants that that such person has consented to receiving the information.
5.3.1.13. Without derogating from any other provisions of this Agreement, Agent expressly agrees that Agent Account Content, Agent Information and Agent Content Creator Content posted or uploaded shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is or may be unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that might reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list. In the event you see Content Creator Information on our Services that you believe violates this Agreement, please contact us at info@humanz.ai.
5.3.1.14. You acknowledge that any Agent Content Creator Information you upload or share in your Agent Profile or otherwise on or through the Services (including, without limitation, information uploaded on behalf of Content Creators) shall be publicly available to all Users of the Services, and that you have no expectation of privacy in such content, and that it may be seen and used by others. IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER AGENT CONTENT CREATOR'S INFORMATION PUBLICLY AVAILABLE IN YOUR PROFILE OR OTHERWISE ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
5.4. Editor Account
5.4.1. Account and Profile
5.4.1.1. In order to use the Bambassadors Service as an Editor, you must create an Editor Account on the Bambassador platform (the "Editor Account"). Editors must provide a valid email address and create a password to access their Editor Account. You are solely responsible for safeguarding your password. Your Editor Account and password are personal to you, and you agree not to provide any other person with access to the Marketplace and/or Services using your Editor Account or password.
5.4.1.2. Editors may view and select Challenges through a dedicated dashboard. Editors may review project details, requirements, and deadlines, and may choose to accept or decline editing assignments at their discretion.
5.4.1.3. Editors may be required to provide payment information, invoicing details, or other information as requested by the Company in order to receive payment for completed editing services.
5.4.1.4. HUMANZ may, at its sole discretion, accept or reject an Editor’s request to open an Editor Account. In the event HUMANZ decides to allow a User to open an Editor Account, HUMANZ shall send the User an email ("Editor Account Confirmation Email") and provide access to the Editor Account, including access to the Editor’s dashboard and profile.
5.4.1.5. You are responsible for all activities that occur under your Editor Account, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents). You agree to contact us immediately in the event you believe an unauthorized third party may be using your Editor Account or in the event your Editor Account information is lost or stolen. You may terminate your Editor Account and this Agreement at any time in accordance with Section 14.
5.4.2. Editor Content and Responsibilities
5.4.2.1. Editors are responsible for editing video or other content submitted by Content Creators or Advertisers as part of a Challenge, in accordance with the specifications and requirements set forth in each Challenge.
5.4.2.2. Editors must ensure that all edited content complies with applicable law, these Terms, and any additional requirements specified by the Advertiser or the Company. Editors are solely responsible for the quality, legality, and originality of their editing work.
5.4.2.3. Editors acknowledge that their edited content may be subject to review, rejection, or requests for revision by the Advertiser, Content Creator, or Company. Editors agree to cooperate in good faith with any such requests.
5.4.2.4. By submitting edited content, Editors grant to Humanz and the Advertiser a worldwide, royalty-free, perpetual, sublicensable, and transferable license to use, reproduce, distribute, display, and create derivative works from the edited content for any purpose related to the Services, including commercial purposes.
5.4.3. Payment
5.4.3.1. Editors shall be entitled to receive from Humanz payment for editing services only after the Advertiser has approved the final edited content, in accordance with the applicable Challenge terms.
5.4.3.2. Payment will be made in accordance with the payment method and timing specified in the Challenge or as otherwise agreed in writing. The Company may require Editors to issue an invoice or receipt in order to receive payment.
5.4.4. Additional Terms
5.4.4.1. Editors are prohibited from engaging in any activity that violates these Terms, including but not limited to: (i) submitting fraudulent, unlawful, or infringing content; (ii) misrepresenting their identity, qualifications, or experience; (iii) circumventing the platform’s payment or approval processes.
5.4.4.2. Editors may be required to enter into a separate contractor agreement with the Company as a condition for providing editing services. In the event of a conflict between such agreement and these Terms, the terms of the contractor agreement shall prevail with respect to the subject matter of editing services.
5.4.4.3. Editors acknowledge that their access to the platform and participation in Challenges may be suspended or terminated at any time at the sole discretion of HUMANZ, including for non-compliance with these Terms or the applicable Challenge requirements.
5.4.4.4. Editors agree to defend, indemnify, and hold harmless HUMANZ, its affiliates, and their respective officers, directors, employees, agents, and contractors from and against any and all claims, liabilities, damages, losses, or expenses arising out of or in connection with the Editor’s editing services, content, or breach of these Terms.
6. Interactive Features and Forums
6.1. We may host message boards, chat features, message feeds, user-generated content, reviews, promotions, profiles, blogs, social connection features and other interactive features or services through which users can post or upload content, including, but not limited to the Influencer Marketing Academy, Feed, Campaigns and Connect features (each, a Forum”). Any information that you choose to share or post through or on a Forum (“Forum Content”) may be publicly available. You agree that you have no expectation of privacy in such Forum Content and that it may be seen and used by others. You understand that our staff, outside contributors, or other Users or persons connected with us may participate in Forums or other aspects of the Services and may employ anonymous usernames when doing so. IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER FORUM CONTENT PUBLICLY AVAILABLE ON A FORUM OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
6.2. Without derogating from the above, User expressly agrees that the Forum Content that User posts or uploads shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is or may be unlawful, defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is or may be sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that may reasonably pose a risk to a person’s safety, security or health. The above examples of unlawful and prohibited content do not constitute an exhaustive list.
6.3. We do not endorse Forum Content posted in Forums, cannot guarantee the accuracy or authenticity of such Forum Content, and are acting only as a passive conduit for such Forum Content. Forum Content may include suggestions for uses of our or other products or services that have not been evaluated or approved by us and we do not recommend such uses.
6.4. WE RESERVE THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON AT OUR SOLE DISCRETION.
6.5. Our Services and certain Forums may also allow you to make recommendations or send Forum Content or other content to others, for example through a “share” feature that shall send content to the email address or phone number you provide. Only provide contact information for individuals who have told you they want to receive such Content. By providing someone’s contact information, you represent and warrant that they have confirmed to you that they want to receive the content.
6.6. You irrevocably acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion: (a) evaluate Forum Content before allowing it to be posted on the Services and/or any Forum; (b) monitor Forum Content and Forums; (c) alter, remove, reject, or refuse to post or allow to be posted, without notice to you, any Forum Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner; and/or (d) disclose any Forum Content, and the circumstances surrounding its transmission, to any third party in order to operate the Services, to protect us, our Users or others, to comply with legal obligations or governmental requests, to enforce the Terms, or for any other reason or purpose we deem appropriate. In the event you see Forum Content on our Services that you believe violates this Agreement, please contact us at info@humanz.ai.
7. Descriptions, Testimonials, Opinions
7.1. Our Services may contain expert opinions or opinions of other Users, advertisers or other third parties. Such information available on our Services, or accessed from the Services by hyperlink, represent the opinions of these respective parties, which are not necessarily those of HUMANZ. Certain Services may also contain statements related to supplements or similar products. Those statements should not be taken as medical advice or statements about a supplement’s effectiveness or suitability for treatment of a medical condition. You should always consult a qualified physician for matters related to your health, and a qualified veterinarian for matters related to the health of your pets.
7.2. Our Services may contain content with information about how to use a product or statements about a product’s effectiveness. Some of these statements are not written by us and do not represent our opinion. Other statements may be written by us but are not a representation or warranty about a product and should not be relied upon as such.
7.3. The Services may present you with information on events, charitable causes, and the like. This is presented for informational purposes only and should not be considered our endorsement of the same.
7.4. The Services may allow you to add product reviews, opinions, or testimonials. In the event that you add a review, we may (but are not required to) reach out with a separate agreement to further define our rights in such content.
7.5. Descriptions and graphic representations of products on the Services are for informational purposes only and may not completely reflect the current product or Service. We reserve the right to change product or Service descriptions at any time, and we are not and shall not be responsible for variations between a description and the actual product or Service. Technological issues, such as your device settings, may alter how a product or Description appears on the Services. Please note that descriptions or graphic representations of Advertiser’s products or other third-party products are not under our control and we make no representations regarding them.
7.6. WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY TESTIMONIAL, BLOG, DESCRIPTION, OR OPINION OR OTHER FORUM CONTENT POSTED ON THE SERVICES TO THE MAXIMUM EXTENT ALLOWED BY LAW. CLAIMS CONTAINED IN TESTIMONIALS, BLOGS, DESCRIPTIONS, OR OPINIONS OR OTHER FORUM CONTENT HAVE NOT BEEN SUBSTANTIATED SCIENTIFICALLY OR BY THE FOOD AND DRUG ADMINISTRATION. YOU UNDERSTAND THAT NONE OF OUR SERVICES PROVIDE MEDICAL ADVICE, MAKE CLAIMS ABOUT DRUG EFFECTIVENESS, OR DETAIL TREATMENTS FOR SPECIFIC ILLNESSES OR AILMENTS. Please review the Disclaimer of Warranties section below for more information.
8. Third-Party Content and Links
8.1. Any information, statements, opinions, or other information provided by third parties and made available on our Services are those of the respective author(s) and not us. We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party Content on our Services.
8.2. We may provide on the Services, solely as a convenience to Users, links to websites, social media pages, mobile applications or other services operated by other entities. In the event you click these links, you shall leave our respective Site or App. In the event you decide to visit any external link, whether provided by us or other third parties, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links or that any linked site is authorized to use any of our trademarks, logos, or copyright symbols.
8.3. We may maintain a presence on social media websites, including Facebook, LinkedIn, Google Plus, Twitter, YouTube, Vine, TikTok, Pinterest and Instagram, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and to share experiences with our products and Services. When you visit these Social Media Pages, you are no longer on our Site, but rather a website operated by a third party. All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values, or ideas. All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.
8.4. Our Services may allow you to download certain content, applications, software, and other information or materials. We make no representation that such download shall be error or malware free or fit for a particular purpose. Certain downloads may be subject to a separate agreement either with the Company or a third party, for example an agreement with a mobile application store.
8.5. YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.
9. Availability of the Marketplace and the Services
9.1. HUMANZ may have to change, suspend, or discontinue any aspect of the Services, or any part thereof, at any time, including the availability of the Marketplace. HUMANZ reserves the right to update and make operational modifications to the Services at any time. These updates and operational modifications to the Services may make access to the Services momentarily unavailable. User agrees not to hold HUMANZ liable for the consequences of any interruptions and/or suspensions.
9.2. Without derogating from the generality of the above, HUMANZ may impose limits on certain features and Services or restrict User's access to parts of or the entire Marketplace, terminate or limit any use of the Marketplace, in the event User violates this Agreement, or in the event HUMANZ otherwise objects to User's use of the Services, at HUMANZ's sole discretion.
9.3. User acknowledges that it is informed that the Services are partially based on third party services (interface, API, etc.) and that in the event of unavailability or dysfunction of one of the third-party services, Services may be unavailable and HUMANZ shall in no case be held responsible for any of the consequences.
9.4. HUMANZ has no obligation to provide any type of technical or other support for the Marketplace or the Services or any content related thereto, whether provided by HUMANZ, by User, or by third parties. Notwithstanding the foregoing, HUMANZ shall provide any support or services set forth in any SLA or other written contract between you and us.
9.5. We may change, discontinue, or deprecate any of the Services (including the Services as a whole) or change or remove features or functionality of the Services from time to time at our sole discretion.
10. Mobile Applications
10.1. Our Services include our App that you can download to your phone, tablet, or other device via a third-party service, such as the app stores described in Section 1.1 above. Your use of the third-party service may be subject to additional terms related to that service from the service provider (each, an “App Store Provider”). WE ARE NOT AND SHALL NOT BE LIABLE IN ANY WAY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO, ANY SUCH THIRD-PARTY SERVICE OR ANY CLAIM OR DAMAGE RESULTING FROM YOUR USE OF SUCH THIRD PARTY SERVICE.
10.2. You acknowledge that this Agreement and your use of the App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries. As between us and an App Store Provider, we are solely responsible for the App and its content. In the event anything in this Agreement conflicts with any usage rules for the App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with this Agreement, and then exclusively for your use of the App). All rights you have to use the App are for use only on appropriate products (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the App may be accessed and used by other accounts associated with the you via features like Apple’s Family Sharing (or similar features from other App Store Providers) or volume purchasing. We are solely responsible for providing any maintenance and support services for the App, as specified in this Agreement or as required under applicable law. No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the App, nor any warranties for the same.
10.3. WE DISCLAIM ALL WARRANTIES RELATED TO ANY APP. However, in the event that the App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the App. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER SHALL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY IS OUR RESPONSIBILITY.
10.4. We, not the App Store Provider, are responsible for addressing any claims relating to the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, (iv) claims that the App infringes a third party’s intellectual property rights as well as the investigation, defense, settlement and discharge of any such intellectual property infringement claim. By using the App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You acknowledge and agree that the App Store Provider, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement and your use of the App, the App Store Provider shall have the right (and shall be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.
11.2. Campaigns
11.2.1. Creation and Acceptance
11.2.1.1. Advertiser shall set forth the terms under which it desires a Campaign to be performed during the creation of the Campaign. This information shall include, at a minimum, the suggested monetary remuneration the Advertiser is offering for completion of the Campaign (“Suggested Campaign Fee”), and any product it is offering to the Content Creator as part of the Campaign, and whether the Content Creator may keep the product or must return it (“Product Offering”), any tasks that must be completed by the Content Creator (“Tasks”), a description of the Campaign (“Campaign Description”), the minimum followers required for Content Creators to submit a Bid, the ending date of the Campaign (including, whether the Campaign includes an affiliation program Campaign with or without an end date) (“End Date”), the time of payment of the Campaign Fee upon completion of the Tasks (“Payment Terms”), and any “Do’s” or “Don’ts” that Content Creator must adhere to in the performance of its Content Creator Services in the Campaign. The Product Offering, Tasks, Campaign Description, End Date, Payment Terms, Do’s, Don’ts, and any other requirements set forth by the Advertiser in a Campaign shall be referred to as the “Campaign Terms.” Advertiser is solely responsible for any shipping or shipping costs or losses associated with a Product Offering. Advertiser undertakes that HUMANZ shall in no way be liable to Advertiser for any losses and damages of any kind, which arises, or may arise, arising from its Campaign Terms or Campaign Agreement, as defined below, including, but not limited to, the failure to place any required or desired restrictions, disclaimers, requirements, tasks, or other terms or provisions in its Campaign Terms. Notwithstanding anything to the contrary, to the maximum extent permitted by law, you understand and accept that Campaign affiliation programs may be discontinued, terminated, suspended, or modified at any time with or without reason or cause by the Advertiser.
11.2.1.2. Content Creator may review Campaigns in the Marketplace and may submit a Bid to any Campaign for which Campaign Creator qualifies for, or Content Creator may receive certain personal invitations from Advertisers to post a Bid for a certain Campaign in their Content Creator Inbox. In the event that a Content Creator wishes to place a Bid for a certain Campaign, Content Creator may upload certain content and present its Content Creator Services for each of the Campaign documents in the designated field in the App. A Bid must include at least the following information: the price at which you are offering your Content Creator Services for the Campaign (“Offer Price”). The Offer Price does not have to be the same as the Suggested Campaign Fee.
11.2.1.3. Advertisers may choose to accept a Content Creator Bid, at which point a binding contract is formed between the Advertiser and Content Creator for the creation of the Content Creator Services as set forth in the Campaign Terms, at the agreed upon Offer Price (the “Campaign Price”) and Payment Terms (collectively, the “Campaign Agreement”).
11.2.1.4. By submitting a Bid, Content Creator acknowledges and warrants that: (i) the Bid constitutes an offer to provide certain content in favor of a certain product and/or brand pursuant to the Campaign Terms and at the Offer Price; (ii) Content Creator is able and authorized to perform the requested Content Creator Services, as presented in the Bid; (iii) Content Creator is the rightful owner of the Content Creator Services that shall be created or that Content Creator has (and shall continue to have) all the necessary licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights; (iv) Advertiser may consider, accept, or reject each Bid, at its sole discretion; (v) HUMANZ is not responsible or liable in any way for any Campaign Agreement; (vi) Content Creator submits a Bid and (in the event Advertiser accepts such Bid) enters into a Campaign Agreement with Advertiser to provide Content Creator Services at the Campaign Price pursuant to the Campaign Terms, at Content Creator's sole risk; and (vii) Content Creator's Bid and the Content Creator Services presented therein complies and shall comply with any applicable law.
11.2.1.5. Advertiser may select or reject Bids at its sole discretion. In the event that Advertiser accepts the Bid, Content Creator shall receive an acceptance notification ("Acceptance Notification"). By accepting a Bid by a Content Creator in response to a Campaign, Advertiser agrees that it is entering into a binding Campaign Agreement and that it is obligated to pay the Campaign Price upon the completion of the Campaign by the Content Creator pursuant to the Payment Terms. Upon satisfactory completion of the Content Creator Services, Advertiser agrees that it shall fully pay the Campaign Price pursuant to the Campaign Terms. Advertise enters into a Campaign Agreement at its sole risk.
11.2.1.6. In the event that Content Creator does not receive an Acceptance Notification, Content Creator's Bid has not been accepted and Content Creator must not post the content and the Content Creator Services offered in the Bid for the respective Campaign.
11.2.2. Performance
11.2.2.1. In the event Content Creator receives an Acceptance Notification, Content Creator shall perform the Content Creator Services, in accordance with the Campaign Agreement, this Agreement and any applicable law, in Content Creator's applicable social media accounts. Content Creator shall subsequently copy the link to each post in Content Creator's social media accounts, and post such link back in the App.
11.2.2.2. After receiving the Acceptance Notification, Content Creator and Advertiser shall be able to communicate through the Marketplace. Content Creator and Advertiser undertakes and warrants that it shall not, and shall not attempt to, communicate with the other party outside the Services during the Campaign.
11.2.2.3. Advertiser acknowledges, represents, and warrants that it is fully responsible for ensuring that Content Creators fully disclose the endorsement by the Advertiser, and has made all other disclosures, as may be required by applicable law in all applicable jurisdictions, including, but not limited to the endorsement disclosure requirements under 16 C.F.R. § 255.5, as applicable under any Campaign. Content Creator hereby acknowledges, represents, and warrants that all posts published by him/her on social media pages during the Campaign will adhere applicable law in all applicable jurisdictions, including, but not limited to the endorsement disclosure requirements. Content Creator further confirms that he/she will comply with the specific regulations and requirements of each social media platform on which posts and/or content published pursuant to the Campaign Terms. USER UNDERSTANDS AND AGREES THAT HUMANZ EXPLICITLY DISCLAIMS LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES OF ANY KIND ARISING OR WHICH MAY ARISE FROM ANY FAILURE OR ALLEGED FAILURE TO COMPLY WITH THIS PROVISION OR CONTENT CREATOR’S FAILURE OR ALLEGED FAILURE TO COMPLY WITH ANY APPLICABLE LAW. AND USER IRREVOCABLY WAIVES ANY CLAIMS OF ANY NATURE IN CONNECTION THEREWITH.
11.2.2.4. Content Creator assumes all responsibility for verifying that the Campaign materials created as part of Content Creator Services meet Advertiser’s approval, and such are subject to Advertiser’s acceptance and approval. Content Creator shall deliver the agreed number of posts on the agreed platforms on behalf of Advertiser pursuant to the Campaign Terms. Any use of Advertiser’s trademarks in a Campaign will be subject to Advertiser’s prior written consent. In addition, the Content Creator shall nor delete the published posts and/or any content published by it pursuant to the Campaign Terms including following the term of the Campaign. Furthermore, unless instructed otherwise by Advertiser, the Content Creator shall tag the Advertiser’s social media page in every post published as part of the Campaign on the social media where the post is published.
11.2.2.5. Advertiser shall become owner of all intellectual property, including copyright, of all works produced or created by Content Creator during and for the purpose of the campaign and Services (“Advertiser IP”), upon receipt of final payment of Campaign Price by Content Creator. Content Creator further consents to Advertiser’s right to use Content Creator’s Information as included in his/her social media profiles with respect to the Advertiser’s usage of Advertiser IP, including as part of Advertiser’s promotional activities in any media channel, during the Campaign period and thereafter. Advertiser shall grant to Content Creator a perpetual, revocable license to use the intellectual property for any purpose, including reposting, sharing and distribution.
11.2.2.6. For good and valuable consideration, Advertiser shall grant HUMANZ an irrevocable, perpetual, royalty-free license to use such intellectual property for HUMANZ's use, including but not limited for case studies.
11.2.2.7. When performing the Content Creator Services pursuant to an Campaign Agreement, Content Creator acknowledges, represents and warrants that: (i) Content Creator shall abide by the Campaign Terms and Campaign Agreement; (ii) Content Creator shall not provide any content of a defamatory, obscene, offensive, violent or violence-inciting nature in Content Creator's social media accounts, or that is political, racist, xenophobic or generally in any way contrary to any applicable law; (iii) Content Creator shall ensure that all content created and posted by him/her shall comply with all applicable laws and regulatory requirements, including those related to advertisement to minors and consumer protection law, and Content Creator shall be liable for any violation of the Terms and/or any applicable law; (iv) the performance of the Content Creator Services and the entering into the Campaign Agreement by Content Creator does not violate any rights of any third party, and/or any agreement the Content Creator is a party to; (v) during the engagement with the Advertiser and thereafter, the Content Creator shall not use any content created as part of any Campaign with the Advertiser, or any part thereof, in any engagement of the Content Creator with a competitor of the Advertiser; (vi) that Content Creator shall grant HUMANZ an irrevocable perpetual license to use such Content Creator Services for HUMANZ's use, including but not limited for case studies; and (vii) that HUMANZ shall not be liable in any way for the Content Creator Services performed by Content Creator.
11.2.2.8. Content Creator acknowledges that its receipt of the Campaign Price is contingent on full performance of the Campaign Agreement’s Campaign Terms, including any and all Tasks and Do’s and Don’ts. Content Creator acknowledges that failure to perform any Task or other requirement of the Campaign Agreement, including performance of any Do’s and avoidance of any Don’ts may result in a rejection of the Content Creator Services and no payment of the Campaign Price. Content Creator agrees that Advertiser may decide whether a Campaign Agreement has been satisfactorily performed at its sole discretion, but in good faith.
11.2.3. Payment of Offer Price
11.2.3.1. In consideration for the performance of the Content Creator Services pursuant to a Campaign Agreement, the Content Creator shall be paid by Advertiser in the amount of the Campaign Price provided for in the Campaign Agreement.
11.2.3.2. The Advertiser may offer as part of the affiliation program Campaign to the Content Creator the following types of Payment Terms: (i) a fixed price; (ii) a percentage (which will be determined and agreed in the Campaign Terms between the Content Creator and the Advertiser) of the net sales made, impressions and/or downloads; and/or (iii) other forms of compensation (such as credits, vouchers, discounts, products or coupons).
11.2.3.3. HUMANZ charges a service fee for the acceptance of a Bid (“Service Fee”) that is viewable by Advertisers prior to accepting a Bid. Advertiser agrees that it shall transfer the full price of the Campaign Price, plus applicable Service Fee, (the “Campaign Fees”) to HUMANZ at the point of acceptance of the Bid, unless Advertiser and HUMANZ have agreed otherwise.
11.2.3.4. Assuming the Campaign Agreement terms have been fully completed, HUMANZ shall pay Content Creator an amount equal to the Campaign Price, paid in the applicable currency, upon the successful completion of all Tasks set forth in the Campaign Agreement. In the event you have not received your payment by the time allotted in the Payment Terms, please contact us at info@humanz.ai.
11.2.3.5. In the rare instance where an Advertiser fails to pay HUMANZ the required Campaign Fees, HUMANZ shall pay the Content Creator the Campaign Price as long as all Tasks were completed satisfactorily and Content Creator Services were performed pursuant to the Campaign Agreement. In the event an Advertiser fails to pay the required Campaign Fees, HUMANZ shall notify the Content Creator, and HUMANZ shall determine whether the Tasks and Campaign Agreement were successfully completed, in its sole discretion. Payments and compensations (as described below) are the sole responsibility of Advertisers and HUMANZ disclaims all liability and responsibility in connection with such payments and compensation. Notwithstanding anything to the contrary, to the maximum extent permitted by law, you shall address all your queries, claims and disputes regarding payments or compensation directly to the Advertiser in question and not to us.
11.3. Engagement Between Agent and Agent Content Creator
11.3.1.1. Once an Agent Content Creator has provided consent to be represented by the Agent and accepts these Terms, an engagement is established between the Agent and the Agent Content Creator (the "Engagement").
11.3.1.2. The Agent will have access to the Agent Content Creator's profile and portfolio, which may include their work samples, performance metrics, and other relevant information.
11.3.1.3. The Agent is responsible for facilitating communication and collaboration between the Agent Content Creator and potential Advertisers interested in hiring the Agent Content Creator for promotional campaigns.
11.3.1.4. Agent Content Creator hereby authorizes (by agreeing to be represented by the Agent) the Agent to negotiate and accept Campaigns, including the terms, deliverables, and compensation with the Advertiser. The Agent and the Agent Content Creator are solely responsible and liable for the terms of each Campaign that the Agent accepts on behalf of the Agent Content Creator, and to seek Agent Content Creator's approval. Notwithstanding anything to the contrary, and to the maximum extent permitted by law, HUMANZ is not responsible or liable for any such terms, approach, or consent. If there is any dispute, issue, claim or non-compliance with the Campaign terms, the Advertiser shall discuss a resolution mechanism directly with the Agent and not with HUMANZ.
11.3.1.5. Throughout the Engagement, the Agent will act as a liaison between the Agent Content Creator and the Advertiser, facilitating effective communication, resolving any issues or concerns, and ensuring a smooth collaboration.
11.3.1.6. The Agent will receive payments from the Advertiser on behalf of the Agent Content Creator. The Agent shall promptly and accurately distribute the agreed-upon compensation to the Agent Content Creator, deducting any applicable fees or commissions as outlined in a separate agreement between the Agent and the Agent Content Creator. The Content Creator and the Agent hereby agree that HUMANZ is not responsible or liable for the payment between the Agent and the Content Creator.
11.3.1.7. Agent Content Creator hereby provides written authorization to HUMANZ to provide the relevant payments to the Agent. The parties agree that to the maximum extent permitted by law: (a) HUMANZ is merely the facilitator of any such payments and the obligation to pay, and/or any other obligation, requirement or consequence, in relation to such payment or the transaction between the
Agent and the Agent Content Creator, resides solely with Agent; and (b) except for the payment facilitation to the Agent, HUMANZ bears no responsibility or liability of any kind in relation to any such payments, including, without limitation, in relation to the payment instructions, accuracy of payment details, tax, anti-money laundering and/or any disputes between Agent and the Agent Content Creator. Agent and/or Agent Content Creator shall fully defend, indemnify, and hold HUMANZ harmless from any liability resulting from or related to such payment instructions.
11.3.1.8. The parties hereby acknowledge and agree that HUMANZ may use third parties to process the payments.
11.3.1.9. HUMANZ shall not be responsible for the Engagement or for any other aspect of the relationship between Agents and Agent Content Creators. HUMANZ disclaims any warranties regarding the Engagement, the results of the engagement or the Agent obligations under this Section 11.3.
11.4. Other Services
11.4.1. Content Creators
11.4.1.1. All features available to Content Creators within the App are free, but we may choose to implement paid features from time to time at our sole discretion.
11.4.1.2. Content Creator Follower Analysis. In the event that HUMANZ provides Content Creator with a Content Creator Follower Analysis, at its sole discretion, Content Creator shall acknowledge that: (i) HUMANZ may decide, at its sole discretion, which of the User's social accounts to take into account for the Content Creator Follower Analysis; (ii) HUMANZ shall not be responsible for the compliance of the Content Creator Follower Analysis with any Third Party Policies and/or applicable law; and (iii) HUMANZ shall not be liable in any way for and any costs and/or damages which arise in connection with Content Creator's (or any third party's) reliance and/or use of the Content Creator Follower Analysis.
11.4.2. Advertisers
11.4.2.1. Free Services. HUMANZ offers both free and paid features as part of our Services for Advertisers. Advertisers may use the Influencer Marketing Academy, market benchmarks, and trending content for free. Advertisers may also run a Campaign in the Marketplace with certain feature limitations for free, although Advertiser must pay applicable Campaign Fees upon accepting a Bid.
11.4.2.2. Paid Services.
11.4.2.2.1. HUMANZ offers certain features via premium paid licenses, such as our influencer search engine, the ability to invite influencers privately, sales tracking and the ability to build your own data and benchmarks, and other features we may choose to offer from time to time (and, together with Campaign Fees, the “Fees”). You agree to pay any fees you incur through the use of our Services as stated on the Site or in any other agreement between you and us, pursuant to the provisions of this Agreement. HUMANZ reserves the right to change the pricing of any paid feature or Service at any time, in our sole discretion or to remove any free features or Service, or require payment for such Service or feature, at any time, in our sole discretion. We shall strive to give you reasonable notice prior to such change.
11.4.2.2.2. Prior to the purchase of any products or services, you must provide us with a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers, codes or other information reasonably requested by HUMANZ. By submitting that information to us or to our third party credit card processor, as applicable, you agree that you authorize us and/or our processor, as applicable, to charge your card at our convenience but within thirty (30) days of credit card authorization. For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order, unless we have agreed otherwise in writing. We shall automatically bill your credit card or other form of payment submitted as part of the order process for such price. In the event you have entered into any other payment arrangement with us, you agree to pay all incurred Fees when due pursuant to the terms of any applicable agreement in this regard.
11.4.2.2.3. Certain of our Services are and/or may be offered in monthly subscriptions, at the price set forth on the Site or other agreement between you and us (the associated Fee, the “Monthly Subscription Charge”). These subscriptions shall automatically renew for another term, identical to the last in length, upon the end of the then-current term (the “Renewal Date”). On each Renewal Date, your payment method shall be charged the Monthly Subscription Charge unless you cancel the subscription prior to the Renewal Date. By providing your payment method information for a subscription, you are agreeing to pay a subscription fee, that shall automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Renewal Date, and any applicable taxes and service fees
11.4.2.2.4. To the extent applicable, we calculate, and bill Fees monthly or annually based on the selected payment plan (unless we have a separate agreement with you which states otherwise). You shall pay us the applicable Fees for use of the applicable Services as described on the Site, App or in a separate price list we have provided you, using one of the payment methods we support. All amounts payable under this Agreement shall be made without setoff or counterclaim, and without any deduction or withholding. Fees for any new Service or new feature of a Service shall be effective when we post updated fees on the Site or App unless we expressly state otherwise in a notice to you. We may increase or add new Fees for any existing Services by giving you at least 30 days’ advance notice. You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you. In the event you do not wish to accept a price or subscription package change made by us, you may cancel your subscription by emailing us at info@humanz.ai, otherwise you shall be deemed to have consented to the price/subscription package change and authorize HUMANZ to charge the new Fees to your payment method. In the event there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies in the event you do not notify us within sixty (60) days after they first appear on an account statement.
11.4.2.2.5. In addition to our rights to suspend or terminate your use or access to our Services described elsewhere in this Agreement, we may suspend your User Account or right to access or use any or all of our Services immediately in the following events occur: (i) you are delinquent on your payment obligations for more than 7 (seven) days; (ii) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, (iii) you become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (iv) you or one of your office holders and/or affiliates have been convicted in a criminal office, or (v) we are in the opinion that you have committed, or about to commit a material breach of these TOU.
11.4.2.2.6. In the event that we suspend your right to access or use any portion or all of the Services, you remain responsible for all Fees you have incurred through the date of suspension and you remain responsible for any applicable Fees for any Services to which you continue to have access, and Fees for in-process tasks completed after the date of suspension. We shall not erase any of your Advertiser Content, Content Creator Information or Forum Content created by you as a result of your suspension, except as specified elsewhere in this Agreement. YOU UNDERSTAND AND AGREE THAT HUMANZ SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT YOU MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE SUSPENSION OF YOUR ACCOUNT OR ACCESS TO OUR SERVICES AND YOU AGREE THAT YOU IRREVOCABLY WAIVE ANY CLAIMS OF ANY NATURE IN CONNECTION THEREWITH.
11.4.2.2.7. You hereby agree not to circumvent, avoid, bypass or obviate HUMANZ to avoid payment of Fees or any other form of compensation to HUMANZ in connection with the Services. You shall not contact, pay, or otherwise communicate with any Advertiser, Content Creator or other User which has become known to you through use of the Services outside of the Services.
11.4.2.2.8. All Fees payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You shall provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. You shall notify us and shall pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received in the event no deduction or withholding had been required. You are responsible for the payment of all taxes which may result from your participation in our Services.
11.4.2.2.9. We may use a third-party payment processor to process your payment information, including your payment card data. Be aware that you may be subject to the third-party processor’s terms and your information may be subject to their privacy practices.
11.4.2.2.10. YOU, AND NOT HUMANZ, SHALL AND SHALL REMAIN AT ALL TIMES RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD OR OTHER ACCOUNT BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) of our Services at the rates in effect when the charges were incurred. Unless you notify HUMANZ of any discrepancies within not later than thirty (30) days after they first appear on your credit card statement, you agree that they shall be deemed accepted by you for all purposes. In the event HUMANZ does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by HUMANZ or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. HUMANZ shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
11.4.2.3. Refund Policy
11.4.2.3.1. All purchases made through the Services are subject to our return policy in effect at the time of purchase. Currently, HUMANZ’s refund policy is to not offer any refunds for any subscriptions or products purchased through the Services, except in our sole and absolute discretion.
12. Bambassadors Services
12.1. Challenges and Workflow
12.1.1. Advertisers may initiate a Challenge through the platform, specifying the type of production required (full production, editing only, or raw footage submission), project requirements, deadlines, and compensation structure.
12.1.2. Content Creators may apply to participate in Challenges, submit concepts or scripts, and, if selected, receive products or digital assets for the purpose of content creation.
12.1.3. Editors may select editing assignments from a dedicated dashboard and are responsible for editing submitted footage in accordance with the Challenge requirements.
12.1.4. HUMANZ may facilitate project management, including inviting users to Challenges, reviewing submissions, and approving content for publication.
12.2. Project Approval and Payment
12.2.1. Once a Challenge is approved by the Company and the Advertiser provided required payments with respect thereof, Content Creators and Editors may begin work on such Challenge.
12.2.2. Final content is subject to review and approval by the Advertiser. Advertisers may request revisions or reject submissions that do not meet the Challenge requirements.
12.2.3. Upon the Advertiser’s approval of the final content, payments to Content Creators and Editors will be processed in accordance with the terms of the Challenge and the package purchased by the Advertiser.
12.2.4. HUMANZ is not responsible for any payment disputes between Advertisers, Content Creators, and Editors, except as expressly set forth in these Terms.
12.3. Intellectual Property
12.3.1. Upon receipt of full and final payment for the relevant Challenge, all intellectual property rights, including copyright, in any and all deliverables created and/or edited by Content Creators and/or Editors as part of and for the purposes of the Challenge, shall be assigned to the Advertiser, unless otherwise agreed in writing between the parties. The Advertiser shall have the right to use the deliverables in any media and for any purpose, including advertising, promotion, distribution, and commercial use.
12.4. Platform Partners
12.4.1. HUMANZ may maintain official partnerships with third-party platforms such as TikTok or Snapchat. In such cases, Advertisers may receive access to creative assets or production services as part of a partnership program and subject to its terms.
12.4.2. HUMANZ is not responsible for the terms, conditions, or performance of any third-party platform, and Advertisers are solely responsible for complying with any applicable third-party terms.
RIGHTS OF THE PARTIES AND OTHER TERMS
13. Our Intellectual Property Rights
13.1. The Services, and all software, documentation, information, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of HUMANZ or otherwise related to the Services or in connection therewith, and all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, “HUMANZ Property”) shall be and remain the sole and exclusive property of HUMANZ. To the extent, if any, that ownership of any HUMANZ Property does not automatically vest in HUMANZ by virtue of this Agreement, or otherwise, User hereby unconditionally and irrevocably transfers and assigns to HUMANZ, upon the creation thereof, all rights, title and interest User may have in and to such HUMANZ Property (and waives any and all moral rights, as applicable). Except for the limited license of rights expressly set forth herein, HUMANZ does not grant User any right, title, or interest in any intellectual property owned or licensed by HUMANZ. The temporary provision of the Services shall not be construed as assigning any intellectual property right whatsoever to the User.
13.2. Without derogating from the above, and Advertiser’s rights with respect to content provided through a Campaign or a Challenge, by submitting content to us directly or indirectly (including through any use of third party social media platforms directed at us), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a royalty-free, transferable, perpetual, sublicensable, irrevocable, and unrestricted right and license: (a) to use, commercially exploit, incorporate into the Marketplace and/or Services, reproduce, display, modify, adapt, publish, perform, translate, transmit and distribute or otherwise make available to others such content (in whole or in part and for any purpose) worldwide; (b) to incorporate such content in other works in any form, media, product, service or technology now known or hereafter developed for any purpose, including sale, manufacture or advertising (and to exercise all intellectual property rights associated with such products or other works); and (c) to use your name, screen name, location, photograph, avatar, image, voice, likeness and biographical information provided in connection with the content in any and all media and for advertising or promotional purposes. You also hereby grant each user of the Services a non-exclusive license to access your content through a Services, and to tag, rate, review, comment on, use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under this Agreement. Additionally, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of your content that you may have under any applicable law or legal theory. Notwithstanding the foregoing, please note that any personally identifiable information you submit to us through our “contact us” forms, product order pages, job application portals or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.
For the avoidance of doubt, all intellectual property rights, including copyright, in any and all deliverables, raw materials (including raw footage, drafts, and unedited files), and derivative works created, developed, or provided by any User, Content Creator, or Editor as part of or in connection with the Services, whether within or outside the scope of a Campaign or Challenge, shall be the sole and exclusive property of the Advertiser, unless otherwise expressly agreed in writing by the Advertiser. To the extent such rights do not automatically vest, the User hereby irrevocably assigns all such rights, title, and interest to the Advertiser upon creation. The User waives any and all moral rights in such materials to the fullest extent permitted by law. This provision shall prevail over any conflicting license or usage rights granted elsewhere in this Agreement.
13.3. The User may in no case make the Services available to any third party and is strictly prohibited from any other use, including but not limited to any adaptation, modification, translation, arrangement, distribution, decompilation, or reproducing any element of the Marketplace and the Services, or any documentation related thereto.
14. Copyright Infringement
14.1. It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act ("DMCA"). This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material. In the event we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users. In the event we remove or disable access in response to such a notice, we shall make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA. It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.
14.2. In the event you believe that any Content on a Site infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the “Designated Agent”), identified below, with the following information:
14.2.1. A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
14.2.2. The URL or other specific location on the Site that contains the alleged infringing material described in (a) above, with reasonably sufficient information to enable us to locate the alleged infringing material;
14.2.3. Your name, mailing address, telephone number and email address;
14.2.4. The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
14.2.5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
14.2.6. A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.
14.3. Our Designated Agent is:
Copyright Claims
Meitar, Law Offices
16 Abba Hillel Rd. Ramat Gan 5250608, Israel
Phone: +972¬3¬610¬3100
Fax: +972¬3¬610¬3111
Email: copyright@meitar.com
14.4. To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.
14.5. We may terminate Users who, in our sole discretion, are deemed to be repeat infringers. Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer. In the event you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA. To file a counter notification, please provide our Designated Agent with the following information:
14.5.1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
14.5.2. Your name, mailing address, telephone number and email address;
14.5.3. The following statement: "I consent to the jurisdiction of the courts in Tel Aviv, Israel";
14.5.4. The following statement: "I shall accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent";
14.5.5. The following statement: "I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled"; and
14.5.6. Your signature, in physical or electronic form.
14.6. Upon receipt of valid counter notification, we shall promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we shall replace the removed material or cease disabling access to it in 10 business days. Further, we shall replace the removed material and cease disabling access to it not less than 10, nor more than 14, business days following receipt of your counter notice, unless Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Site.
15. Term and Termination
15.1. This Agreement is in effect until terminated by you or us, in connection with the provisions of this Section 15.
15.2. User may cancel its access to the Services at any time by providing HUMANZ with a fourteen (14) days’ prior written notice of termination, which shall include your detailed contact information and any User Account information or other Site credentials, to us using the information in the Contact Us section, and deleting all data collected from the Services (the "HUMANZ Data") in User's possession or control. It is hereby clarified that you shall remain responsible for all Fees you have incurred through the date of termination. Notwithstanding the foregoing, please note that this cancellation right does not apply to Bambassadors Services: once an Advertiser purchases a Bambassadors package, no cancellation or refund is available.
15.3. Content Creators and/or Agent Content Creators must contact and notify HUMANZ (in writing) to change or remove their Agent, provided that HUMANZ will analyze and process such requests. However, the changes will apply only for future and new Campaigns and not for ongoing and previous Campaigns and commitment.
15.4. HUMANZ may terminate this Agreement or any of the Services at any time by providing you with a fourteen (14) days prior written notice. Notwithstanding the foregoing, you acknowledge and agree that HUMANZ has the right to terminate your access to the Marketplace and/or the Services immediately in the event you do not comply with this Agreement, are engaged in any activity that may expose HUMANZ to risk or liability of any kind, or in the event HUMANZ otherwise objects to your use of the Marketplace, at HUMANZ's sole discretion.
15.5. HUMANZ may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Services, including in your User Account, Content Creator Inbox or Advertiser Inbox.
15.6. For any notification we make to you under this Agreement, you agree that we may contact you by notifying you using any contact information we have about you or by posting such notification on the Services, including in your User Account, Content Creator Inbox, Agent’s inbox or Advertiser Inbox, and notification shall be deemed received upon such posting of notification or sending of an email. Unless stated otherwise in this Agreement, any notice required to be sent to us must be sent to the email or physical address listed in the Contact Us Section.
15.7. USER AGREES THAT HUMANZ SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY COSTS, LIABILITIES, LOSSES, EXPENSES, OR DAMAGES OF ANY KIND THAT MAY RESULT FROM (I) TERMINATION OF THIS AGREEMENT FOR ANY REASON, OR (II) USER'S ACCESS OR LACK OF ACCESS TO THE MARKETPLACE AND/OR THE SERVICES.
15.8. The following Sections of this Agreement shall survive any expiration or termination of this Agreement: 4, 13, 15.5, 15.6, 15.7, 15.8, 15.9, 15.10, 15.11, 17-24.
15.9. Upon any expiration or termination of this Agreement, User shall promptly cease using the Services, and shall immediately return, or in the event instructed by us, destroy all HUMANZ Property or HUMANZ data in User’s possession.
15.10. Any termination of this Agreement shall not affect the validity of any agreement(s) between Content Creators and Advertisers. Neither Content Creator nor Advertiser shall be relieved of its obligations in accordance with a Campaign Agreement.
15.11. You agree that in the event your use of a Service is terminated pursuant to this Agreement, you shall not attempt to use that Service under any name, real or assumed, and further agree that in the event you violate this restriction after being terminated, you shall indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of a Service after termination shall be a violation of this Section, which survives any termination.
15.12. Even after the termination of this Agreement or of your User Account or access to Service, any Content Creator Information or Forum Content you have posted or submitted may remain on a Service indefinitely.
15.13.
16. Age Requirements.
16.1 IF YOU ARE AN ADVERTISER, YOU HEREBY REPRESENT AND WARRANT THAT YOUARE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE OUR SERVICES AND YOU SHOULD HAVE ALL NECESSARY AUTHORIZATIONS AND RIGHTS ON BEHALF OF YOUR ORGANIZATION TO ENTER INTO THIS AGREEMENT.
16.2 IF YOU ARE A CONTENT CREATOR, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE OUR SERVICES, UNLESS OTHERWISE STATED IN SECTION 16.3 BELOW. IN ANY CASE, YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING OUR SERVICES, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT.
16.3 IF YOU ARE 16 OR 17 YEARS OF AGE, YOU ARE ALLOWED TO REGISTER AND USE SOME BASIC FEATURES OF OUR SERVICES. HOWEVER, YOU WILL NOT BE ALLOWED TO MAKE USE OF SOME FEATURES (E.G., FEATURES THAT ALLOW YOU TO ENGAGE WITH ADVERTISERS) WITHOUT PARENTAL CONSENT. YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT AND PROVIDE ALL ADDITIONAL NECESSARY CONSENTS IN ACCORDANCE WITH APPLICABLE LAWS (FOR CLARITY, EACH JURISDICTION MAY HAVE DIFFERENT REQUIREMENTS). If YOU ARE A PARENT OR LEGAL GUARDIAN PROVIDING PARENTAL CONSENT, YOU AGREE TO BE FULLY RESPONSIBLE FOR SUCH CHILD’S USE OF OUR SERVICES, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT SUCH CHILD MAY INCUR.
16.4 YOU ARE NOT ALLOWED TO REGISTER AND USE OUR SERVICES OR PROVIDE INFORMATION TO THE SERVICES IF YOU ARE LESS THAN 16 YEARS OF AGE. IF YOU ARE UNDER 16 PLEASE DO NOT MAKE USE OF, SEND INFORMATION TO, OR ATTEMPT TO REGISTER FOR, OUR SERVICES.
16.5 BY ACCESSING OR USING THIS SITE, APP OR SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU COMPLY WITH THIS SECTION 16.
17 Relationship of the Parties
17.1 This Agreement and any registration for or use of the Marketplace and/or the Services by any User, shall not be construed as creating or implying any relationship of employment, agency, franchise, partnership or joint venture between User and the HUMANZ.
17.2.2 HUMANZ has no control over the quality, safety, morality, or legality of any aspect of the Content Creator Services and/or any Campaign, the truth or accuracy of the Bids, or the ability of Advertiser or Agent/s to pay for Content Creator Services.
17.2.3 HUMANZ does not pre-screen Users or any content or information provided by Users or other parties. HUMANZ cannot guarantee the true identity, age, nationality, or other features disclosed in a Content Creator Profile or by the Advertiser.
17.3 User acknowledges and agrees that (i) the value, reputation, and goodwill of the Marketplace and the Services depend on its performance of its covenants and agreements; and that (ii) HUMANZ has the right to take any action with respect to their personal accounts, including without limitation, termination or any other legal actions, as HUMANZ in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Marketplace and the Services.
18 Confidentiality.
18.1 Humanz Confidential Information. All data or information to which User has gained access to or shall gain access to (including, but not limited to HUMANZ Data or HUMANZ Property) or shall be disclosed by HUMANZ, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, is the “HUMANZ Confidential Information” of HUMANZ and proprietary to HUMANZ, unless User can demonstrate that such data: (a) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available in the public domain at the time of disclosure to User; (c) became generally available in the public domain after disclosure other than through User's act or omission; (d) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (e) was independently developed by User without use of or reference to any information or materials disclosed by HUMANZ, as can be proved by User. User may use this HUMANZ Confidential Information only as expressly permitted hereunder and User may not share the HUMANZ Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws. We may immediately terminate your User Account and pursue any and all actions, rights and remedies available to us under applicable law in the event we believe you have breached this provision.
18.2 Advertiser Confidential Information. All data or information that User gains access to, shall gain access to, or shall be disclosed to User, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, through the Services by an Advertiser, including Advertiser Content, is the “Advertiser Confidential Information” of said Advertiser unless User can demonstrate that such data: (a) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (b) was generally available in the public domain at the time of disclosure to User; (c) became generally available in the public domain after disclosure other than through User's act or omission; (d) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (e) was independently developed by User without use of or reference to any information or materials disclosed by Advertiser, as can be proved by User. User may use this Advertiser Confidential Information only as expressly permitted hereunder and in the Campaign Agreement and User may not share the Advertiser Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws. We may immediately terminate your User Account and pursue any and all actions, rights and remedies available to us under applicable law in the event we believe you have breached this provision.
19 Disclaimer of Warranties
19.1 THE SERVICES, INCLUDING BUT NOT LIMITED TO THE MARKETPLACE, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND HUMANZ EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. USER’S USE OF THE MARKETPLACE AND/OR THE SERVICES IS AT THE USER’S SOLE DISCRETION AND RISK, AND THE USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OF ANY KIND THAT MAY ARISE FROM SUCH USE. HUMANZ MAKES NO WARRANTY OR GUARANTEE THAT USER’S USE SHALL BE UNINTERRUPTED, TIMELY OR ERRORS FREE, OR THAT ANY ERRORS IN THE MARKETPLACE SHALL BE CORRECTED.
19.2 THE CONTENT CONTAINED ON SOME OF OUR SERVICES MAY CONTAIN INFORMATION ABOUT INGREDIENTS, PROCESSES, AND/OR THERAPIES THAT ARE NOT EVALUATED OR REGULATED BY THE UNITED STATES FOOD AND DRUG ADMINISTRATION. OUR SERVICES MAY ALSO CONTAIN INFORMATION ABOUT MEDICAL CONDITIONS AND MEDICAL TREATMENTS. SUCH INFORMATION IS INTENDED AS AN EDUCATIONAL AID ONLY. IT IS NOT INTENDED AS MEDICAL ADVICE FOR INDIVIDUAL CONDITIONS OR TREATMENT. IT IS NOT A SUBSTITUTE FOR A PROFESSIONAL MEDICAL DIAGNOSIS, NOR DOES IT REPLACE THE NEED FOR SERVICES PROVIDED BY MEDICAL PROFESSIONALS. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN, PHARMACIST OR OTHER QUALIFIED HEALTH CARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR TREATMENT OR A CHANGE IN YOUR PERSONAL CARE OR HEALTH CARE REGIME. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF SOMETHING YOU HAVE READ ON OUR SERVICES. WE ARE NOT RESPONSIBLE FOR THE RESULTS OF YOUR USE OF THE CONTENT, INCLUDING, BUT NOT LIMITED TO, YOU CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR YOU CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE CONTENT. IN THE EVENT OF A MEDICAL EMERGENCY, CONTACT EMERGENCY SERVICES IMMEDIATELY.
19.3 NOTHING ON OUR SERVICES, INCLUDING ANY CONTENT THEREIN, IS INTENDED AS LEGAL ADVICE, AND SHOULD NOT BE CONSTRUED AS SUCH. IN THE EVENT YOU HAVE ANY QUESTIONS INVOLVING LEGAL ADVICE YOU SHOULD CONTACT A LAWYER.
20 Indemnity
User shall defend, indemnify and hold harmless HUMANZ, its affiliates and each of their respective officers, directors, employees, agents, shareholders, successors, assigns, and contractors from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to (i) any and all claims with respect to the User’s use of the Services, including, but not limited to, and claim that User’s use of the Services infringe the intellectual property or other rights of a third party; (ii) User's acts or omissions under the Terms; (iii) User's breach of any representation, warranty, obligation or covenant under the Terms; (iv) User's (and/or the parent's or legal guardian's) breach or violation of these Terms, including, without limitation, Section 15; (v) User's gross negligence or willful misconduct; and/or (vi) User's access to or use of the Marketplace and/or the Services. We reserve the right, at your 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. We shall use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
21 Limitation of Liability
21.1 HUMANZ SHALL HAVE NO LIABILITY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT (INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE SERVICES, THE MARKETPLACE, THE CONTENT CREATOR FOLLOWER ANALYSIS, CONTENT CREATOR SERVICES, CAMPAIGNS, BIDS, OR THE PROFILE) FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OPPORTUNITY, REVENUE, CONTRACTS, OR ANTICIPATED SAVINGS, OR WASTED EXPENDITURE; (C) ANY LOSS OF, OR DAMAGE TO, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
21.2 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
21.3 WITHOUT DEROGATING FROM THE ABOVE, HUMANZ’S AGGREGATE LIABILITY TO USER OR TO ANY THIRD PARTY UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, SHALL BE LIMITED TO USD 1,000 (one thousand US Dollars). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE.
21.4 THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT; (B) EVEN IF HUMANZ HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
21.5 EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN SIX (6) MONTH AFTER THE CAUSE OF ACTION HAS ACCRUED AND IN ANY EVENT NO LATER THAN THREE (3) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT.
22 Disputes, Arbitration and Class Action Waiver
22.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
22.2 ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
22.3 This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Israel, without regard to its conflicts of law principles or provisions. The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Any dispute, claim or controversy arising out of or relating to this Agreement, other agreements related to the Services, the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, arising out of or in connection with this Agreement shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”). The arbitration shall take place in Israel and shall be conducted in the English Language. The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than 60 days. The arbitration shall be conducted on a confidential basis. The award of the Arbitrator shall be final and binding on the parties. Nothing contained herein shall prevent either party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement. The arbitration award shall be enforceable in any court of competent jurisdiction. Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.
22.4 No Class Actions. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding. In the event this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.
22.5 Seeking Arbitration. In the event you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”). The Notice to us must be addressed to: Humanz Ltd., 156 Menachem Begin Rd. Tel Aviv, Israel. In the event we initiate arbitration, we shall send a written Notice to an email address you have previously provided to us, if available. We may also use any other means to contact you, including a message in your Content Creator Inbox or Advertiser Inbox. A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). In the event you and we do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or us may commence an arbitration proceeding or file a claim in small claims court.
22.6 Injunctive Relief. Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate. In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective, and the remainder of the Terms shall remain effective. No waiver, express or implied, by either party of any breach of or default under this Agreement shall constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.
22.7 Confidentiality. The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
22.8 Governing Law and Rules: The rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Israel, exclusive of conflict or choice of law rules, as set forth in Section 22.3. In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages. In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits.
22.9 This Section 22 is severable from the rest of this Agreement and shall, notwithstanding the termination, cancellation, invalidity or alleged invalidity of this Agreement or any part of it for any reason, remain in full force and effect; and constitutes an irrevocable consent by the Parties to any proceedings in terms hereof and no Party shall be entitled to withdraw therefrom or to claim in any such proceedings that it is not bound by this clause 22.
23 International Users
23.1 The Services may only be available in the territory to which that Service is directed and may not be available in your country. WE MAKE NO REPRESENTATION THAT THE SERVICES, OR THE INFORMATION AND MATERIALS ON ANY SITE, APP, AND/OR SERVICE, INCLUDING WITHOUT LIMITATION THE INFORMATION AND OTHER MATERIALS PROMOTING THE SERVICES, ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE LOCATION FOR WHICH THE SERVICE IS DIRECTED. Those who choose to access or use a Service do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws.
23.2 Despite the above, as a consumer you shall benefit from any mandatory provisions of the law of the country in which you are a resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law. The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts. This Agreement does not limit any such rights that you have that apply. HOWEVER, BY ENTERING INTO THIS AGREEMENT, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THIS AGREEMENT AND RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT. We may limit a Services availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
23.3 This Agreement, as well as all other documents related to it, including notices and correspondence, shall be in the English language only, or, in the event we choose to provide it in another language from time to time, the English language shall control and override any other language version in the instance of any conflict between the two.
23.4 United Kingdom Residents.
23.4.1 Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.
23.4.2 ARBITRATION MAY NOT APPLY TO YOU IN THE EVENT YOU ARE A RESIDENT OF THE UNITED KINGDOM AND SUBJECT TO THE ALTERNATIVE DISPUTE RESOLUTION DIRECTIVE (2013/11/EU) AND THE ONLINE DISPUTE RESOLUTION REGULATION (EU 524/2013) (OR ANY SUCCESSOR TO THESE ENACTED BY THE UK POST BREXIT). THE AGREEMENT TO ARBITRATE IN THIS AGREEMENT SHALL NOT APPLY TO IN THE EVENT NOT PERMITTED BY LAW.
23.5 New Jersey Residents.
23.5.1 In the event you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) Disclaimer of Warranty; (b) Limitation of Liability; (c) Indemnity; and (d) Disputes, the Arbitration and Class Action Waiver and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights in the event you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.
24 Other Important Legal Terms
24.1 Entire Agreement. This Agreement, together with any written contract previously or subsequently entered into between User and HUMANZ, except for previous Terms of Use, constitutes the entire agreement between HUMANZ and User and supersedes any prior Terms of Use between HUMANZ and the User. This Agreement may not be modified, and no agreement varying, amending or deleting from this Agreement shall be effective, except by a signed writing between the parties.
24.2 Assignment. This Agreement and the rights and obligations hereunder may not be assigned or delegated by User without the prior written consent of HUMANZ, which may be withheld at the sole discretion of HUMANZ. HUMANZ may assign this Agreement.
24.3 Waiver. The failure of HUMANZ to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
24.4 Headings. Any headings or other Section names are for convenience only and shall not affect the meanings of any provisions herein.
24.5 Severability. In the event any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision. In the event that is not possible, the provision shall be removed, and the rest of the Terms shall be enforceable.
24.6 Injunctive Relief. The User acknowledges that User’s breach of this Agreement may cause HUMANZ irreparable harm. Thus, the User agrees that, in addition to any other rights or remedies available under applicable law, HUMANZ shall have the right to immediate injunctive relief in the event of any such breach.
24.7 “YOUTUBE”. Humanz accesses YouTube data via the YouTube API Service. As part of its service, Humanz will show you data from the YouTube API.
You can read The YOUTUBE Terms of Service at https://www.youtube.com/t/terms. If you upload any content to YouTube through our service, you certify that the content you are uploading complies with the YouTube Terms of Service (including the YouTube Community Guidelines) at www.youtube.com/t/terms. Please do not violate others' copyright or privacy rights.
25 Contacting Us
25.1 In the event you have questions about this Agreement, please contact us at info@humanz.ai, or by writing to us at: Humanz Ltd., 156 Menachem Begin Rd. Tel Aviv, Israel.
25.2 Additionally, under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
