DEEPDEETS INC.
INFLUENCER MARKETING PLATFORM SERVICES AGREEMENT (APPLICABLE TO INFLUENCERS)

2022-05-01

 

This Influencer Marketing Platform Services Agreement (hereinafter referred to as the “Agreement”) is entered into by and between DeepDeets Inc., a company governed under the laws of the State of Delaware (USA), having its principal place of business located at 222 Pacific Coast Hwy, Floor 10, 90245, El Segundo, California, USA (hereinafter referred to as “DeepDeets”), and each influencer/ social media content creator (hereinafter referred to as “Influencer”).

 

DeepDeets and Influencer shall hereinafter be referred to together as the “Parties” and individually as a “Party”.

 

RECITALS

 

Whereas, DeepDeets provides influencers/social media content creators, whether individuals or entities, with access to DeepDeets’ marketing platform (“Platform”), solely via DeepDeets mobile application, namely DeepDeets Influencer App (“Mobile App”).

 

Whereas, under this Agreement, DeepDeets: 

 

1. Offers the Influencer, free of charge, the opportunity to register on DeepDeets’ Platform, available on the Mobile App; and 
2. enables the Influencer, free of charge and via the Platform, to:

1. create analytical reports from data and statistics extracted/obtained from Influencer’s social media account(s) (“Analytical Report(s)”) so as to provide Influencer with an in-depth analysis of Influencer’s performance metrics, audience demographics, and engagement rates. The information provided in the Analytical Report shall include but not be limited to the number of followers Influencer has maintained over a defined period; and the gender, age and location of Influencer’s followers;
2. share such Analytical Reports with marketing personnel/brands/agencies (“Marketer(s)”) registered on the Platform, potential clients, or any other third parties; 
3. create media kits from the Analytical Report(s); 
4. create campaign reports from Influencer’s posts, stories, images, and videos (“Influencer’s Content”); and
5. communicate and transact with such Marketers and third parties over the Mobile App,

 

1. represent Influencer as an agent or representative of DeepDeets or Marketer for any purpose;
2. breach any laws, including but not limited to privacy, intellectual property and spam laws;
3. participate in or give effect to any form of cookie stuffing and domain forwarding (i.e. use a domain and set such domain to automatically forward to DeepDeets’ Platform using a link provided by Influencer);
4. engage in any conduct that does not meet DeepDeets’ standards of ‘fair play’ at DeepDeets’ discretion including but not limited to attempted, apparent or actual fraud, generating non-genuine content/transactions, creating non-genuine customers, or providing a link on Influencer’s social media account which might mislead potential customers/Marketers;
5. license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Services or Platform; 
6. copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Platform and Services, or any part thereof or otherwise attempt to discover any source code of the Platform, or modify the Services; and
7. create a service offering (a) similar to or based on DeepDeets’ Services, and (b) competing with such Services provided by DeepDeets to Influencer hereunder.

DeepDeets’ Responsibilities. Subject to the terms and conditions of this Agreement, DeepDeets agrees to provide Influencer with access to the Mobile App and Services in accordance with the terms and conditions of this Agreement. DeepDeets reserves the right to deny Influencer access to the Platform and Services at any time (a) if DeepDeets deems, in its sole discretion, that Influencer fails to comply with this Agreement, any applicable law, or (b) in order to protect DeepDeets’ rights, property, and interests.

Each Party undertakes to not (i) take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party; and (ii) use the other Party’s proprietary materials in any manner that is disparaging, misleading, obscene or that portrays the Party in a negative light. 

(collectively the “Services”).

 

REPRESENTATIONS, WARRANTIES & DISCLAIMERS

1. Mutual Representations. Each Party represents and warrants to the other Party that: (i) such Party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (ii) such Party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such Party; and (v) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such Party’s entering into this Agreement. 
2. Influencer represents and warrants that:
1. Influencer will comply with the terms and conditions of this Agreement, all applicable laws and regulations; 
2. Influencer will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Platform and Services and will not make any representation or warranty that is inconsistent with this Agreement;
3. Influencer has obtained and will maintain all licenses, permits and approvals and will be responsible for satisfying all formalities as may be required to (a) enter into this Agreement, (b) perform Influencer’s obligations in accordance with this Agreement, and (c) comply with applicable laws, rules and regulations; and
4. the execution and delivery of this Agreement, and the performance by Influencer of Influencer’s obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Influencer or any of its affiliates (if applicable) are a party, or violate any rights of any third parties arising from those agreements, including without limitation any rights related to exclusivity. 
3. Influencer’s Content. Influencer further represents and warrants that Influencer:
1. is the legal and beneficial owner of, and owns all the rights and interests in, Influencer’s Content;
2. is unaware of any third party infringement or likely third party infringement claim of the Influencer’s Content; and
3. is not aware of any claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any of Influencer’s Content.
4. DeepDeets warrants that DeepDeets will perform the Services (i) in a diligent and highly professional manner, and (ii) in accordance with applicable law. DeepDeets will obtain all required governmental and third-party licenses, approvals, and permits appropriate for the provision of the Services.
5. Disclaimers. Unless otherwise provided under this Agreement, the Services and Platform shall be provided by DeepDeets to Influencer on an "as is," and “as available” basis, with all faults, defects, bugs, and errors.
6. DEEPDEETS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO INFLUENCER’S ACCESS AND USE OF THE PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. DEEPDEETS DOES NOT WARRANT THAT THE MOBILE APP, PLATFORM AND SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF DEEPDEETS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED. INFLUENCER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. DEEPDEETS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE SERVICES AND THE USE BY INFLUENCER OF THE MOBILE APP AND PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.  
7. DEEPDEETS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET INFLUENCER’S REQUIREMENTS OR EXPECTATIONS, (II) INFLUENCER’S ACCESS TO OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR (III) ANY DEFECTS IN THE PLATFORM AND/OR SERVICES WILL BE CORRECTED.
8. DEEPDEETS DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY INFLUENCER AS A RESULT OF ACCESSING/USING THE PLATFORM AND SERVICES. AS SUCH, DEEPDEETS WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY INFLUENCER, AS REGARDS TO INFLUENCER’S USE OR INABILITY TO USE THE PLATFORM AND SERVICES.  
9. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DEEPDEETS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE MOBILE APP, PLATFORM AND SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF INFLUENCER’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO INFLUENCER; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, ANALYTICAL REPORTS OR RESULTS THAT INFLUENCER OBTAINS THROUGH THE PLATFORM AND SERVICES. 

Whereas, DeepDeets acts as a third party intermediary between (a) influencers/social media content creators/individuals/entities on the one hand, and (b) Marketers, who are third parties to this Agreement, on the other hand.

 

And Whereas, Influencer wishes to participate in and become a registered user on DeepDeets’ Platform, and DeepDeets agrees to provide the Services to Influencer subject to the terms and conditions of this Agreement. 

 

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows:

 

1. NON-EXCLUSIVE APPOINTMENT 
1. Influencer acknowledges and agrees that Influencer’s registration on the Platform and use of the Services are subject to Influencer’s agreement to and execution of this Agreement.
2. No Exclusivity. Subject to the terms and conditions of this Agreement, DeepDeets undertakes to provide Influencer with the Services on a non-exclusive basis. As such, Influencer acknowledges that DeepDeets reserves the right to (i) register other influencers/social media content creators/individuals/entities on the Platform, and (ii) provide other influencers/social media content creators/individuals/entities with access to and use of the Services.  
2. THE PLATFORM AND SERVICES
1. Platform License Grant. Subject to Influencer’s compliance with this Agreement, DeepDeets hereby grants to Influencer a non-exclusive, non-transferable, limited, non-assignable, non-sublicensable, and revocable right to access and use the Mobile App, Platform and Services for Influencer’s internal business purposes only.
2. Availability of Platform. DeepDeets may, from time to time and without giving any reason or prior notice to Influencer, upgrade, modify, suspend or discontinue the provision of or remove, whether in whole or in part, the Platform and shall not be liable if any such upgrade, modification, suspension or removal prevents Influencer from accessing the Platform.  
3. Services. Influencer acknowledges and agrees to:
1. grant DeepDeets with the right to access Influencers social media accounts (including but not limited to Instagram, TikTok, YouTube, Snapchat, and Twitter) for the sole purposes of (a) extracting/obtaining Influencer’s analytical data/statistics from such social media platforms’ official application programming interface (“API”) or through such other available sources, and (b) creating an Analytical Report from the extracted analytical data/statistics;
2. DeepDeets displaying, sharing and distributing Influencer’s Analytical Report(s) to Marketers on the Platform;
3. DeepDeets sharing Influencer’s postal address with third party logistics company, which DeepDeets partners with, in order for Marketers to be able to send Influencer certain products. For the avoidance of doubt, DeepDeets shall not share Influencer’s postal address with any Marketers; and
4. grant DeepDeets with express permission to analyse Influencer’s Content for the sole purpose of generating a campaign report.
4. Influencer acknowledges and expressly agrees to DeepDeets storing Influencer’ Content on the Platform, solely for the purposes of sharing such Influencer’s Content with Marketers. In the event, DeepDeets shares Influencer’s Content with Marketers, Marketers shall keep such Influencer’s Content strictly confidential. 
5. Influencer acknowledges and understands that DeepDeets makes no representations or warranties in relation to the Services provided by DeepDeets to Influencer.
6. Subject to the terms and conditions of this Agreement, DeepDeets shall use commercially reasonable efforts to provide Influencer with access to and use of the Mobile App, Platform and/or Services, and as such Influencer acknowledges, understands and agrees that DeepDeets shall have the sole discretion to determine the manner in which the Services are provided/delivered to Influencer.   
7. Influencer further acknowledges, understands and agrees that DeepDeets may, in its sole discretion, make modifications and updates to the Services in order to comply with applicable law or if DeepDeets deems such modifications and updates necessary or useful to maintain or enhance the (i) quality or delivery of the Services; (ii) competitive strength of or market for DeepDeets’ Services; and (iii) performance and cost effectiveness of the Services. 
8. Influencer acknowledges that DeepDeets may change, suspend or discontinue any or all of the Services, at its sole discretion at any time, without notice and for any or no reason.
3. REGISTRATION, PASSWORD AND SECURITY
1. To be able to use the Services, Influencer must register on DeepDeets’ Platform available on the mobile App by providing all required information which shall include but not be limited to the Influencer’s full name, age, gender, email address, postal address, company name (if applicable), children’s age and gender (if applicable), and contact information. 
   
   An account shall thereafter be opened by DeepDeets, in its sole discretion, for Influencer on the Platform (“Influencer’s Account”). Influencer’s Account may only be registered and used by one (1) single entity or individual. Influencer may not access any third party’s account or authorize any third party to access Influencer’s Account on Influencer’s behalf. Influencer acknowledges and agree that DeepDeets may in its sole discretion (i) reject the registration of Influencer’s Account for any or no reason, and (ii) deny Influencer with access to the Services and Platform for any or no reason without any obligation for DeepDeets to disclose or explain the reason to Influencer.
2. Influencer agrees to:
   (i)      provide true, accurate, current and complete information about Influencer as prompted by DeepDeets’ registration process on the Platform; and
   (ii)     maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete at all times.
3. If Influencer provides any information to DeepDeets that is untrue, inaccurate, outdated, or incomplete, or if DeepDeets has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, DeepDeets may close Influencer’s Account on the Platform, and/or deny Influencer the ability to access and use the Services.
4. Influencer may indicate to DeepDeets, during the registration process, Influencer’s choice of Influencer Account username and password to be used as login credentials to access Influencer’s Account (“Login Credentials”). Influencer shall be solely responsible for (i) maintaining the confidentiality of Influencer’s Login Credentials; and (ii) any and all activities which occur under Influencer’s Account. Influencer agrees to notify DeepDeets immediately of any unauthorized use of Influencer’s Account or any other breach of security. DeepDeets shall not be liable for any loss that Influencer may incur as a result of any third party using Influencer’s Login Credentials and/or accessing/using Influencer’s Account either with or without Influencer’s knowledge. However, Influencer may be held liable for losses incurred by DeepDeets due to any third party using Influencer’s Login Credentials and/or Influencer’s Account. Influencer acknowledges and agrees that Influencer may not (a) use Influencer’s Account of another influencer registered on the Platform without the express permission of such influencer account holder, and further acknowledges that Influencer’s Account is for use by one user only, and (ii) impersonate any individual or entity, or falsely state or otherwise misrepresent any affiliation with an individual or entity when accessing the Platform on the Mobile App and when using the Services.
4. RESPONSIBILITIES OF THE PARTIES
1. Influencer’s Responsibilities.  Subject to the terms and conditions of this Agreement, Influencer agrees that Influencer shall:
1. access the Platform and use the Services in accordance with this Agreement;
2. be solely responsible for maintaining Influencer’s social media accounts and for any Influencer’s Content posted, published, displayed, uploaded, or used by Influencer on such social media platforms;
3. provide DeepDeets with access to and use of Influencer’s Content and any other information that will be requested by DeepDeets and/or used for the provision of Services;
4. be solely liable and responsible for Influencer’s use of the Platform and Services;
5. comply with all applicable laws and regulations and shall not engage in any fraudulent/illegal activities; and
6. provide DeepDeets with accurate and complete information, resources, content, and social media account details, so as to assist DeepDeets to successfully perform the Services under this Agreement. 
2. Influencer agrees that DeepDeets, as a third party intermediary, is not a party to any activity, content, transaction, service agreements and related dispute(s) between Influencer and Marketers. Influencer(s) shall be solely liable (i.e. which excludes any DeepDeets’ liability in such cases) to Marketer(s) for all actions, inactions and business decisions made by Influencer in the course of providing services to Marketer(s).
3. Restrictions. Influencer shall not:
1. represent Influencer as an agent or representative of DeepDeets or Marketer for any purpose;
2. breach any laws, including but not limited to privacy, intellectual property and spam laws;
3. participate in or give effect to any form of cookie stuffing and domain forwarding (i.e. use a domain and set such domain to automatically forward to DeepDeets’ Platform using a link provided by Influencer);
4. engage in any conduct that does not meet DeepDeets’ standards of ‘fair play’ at DeepDeets’ discretion including but not limited to attempted, apparent or actual fraud, generating non-genuine content/transactions, creating non-genuine customers, or providing a link on Influencer’s social media account which might mislead potential customers/Marketers;
5. license, sublicense, sell, resell, rent, lease, transfer, distribute or otherwise similarly exploit the Services or Platform; 
6. copy, create a derivative work of reverse engineer, reverse assemble, disassemble, or decompile the Platform and Services, or any part thereof or otherwise attempt to discover any source code of the Platform, or modify the Services; and
7. create a service offering (a) similar to or based on DeepDeets’ Services, and (b) competing with such Services provided by DeepDeets to Influencer hereunder.
4. DeepDeets’ Responsibilities. Subject to the terms and conditions of this Agreement, DeepDeets agrees to provide Influencer with access to the Mobile App and Services in accordance with the terms and conditions of this Agreement. DeepDeets reserves the right to deny Influencer access to the Platform and Services at any time (a) if DeepDeets deems, in its sole discretion, that Influencer fails to comply with this Agreement, any applicable law, or (b) in order to protect DeepDeets’ rights, property, and interests.
5. Each Party undertakes to not (i) take any action that will or is reasonably likely to have a material negative impact on the reputation and/or goodwill of the other Party; and (ii) use the other Party’s proprietary materials in any manner that is disparaging, misleading, obscene or that portrays the Party in a negative light. 
5. REPRESENTATIONS, WARRANTIES & DISCLAIMERS
1. Mutual Representations. Each Party represents and warrants to the other Party that: (i) such Party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (ii) such Party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such Party; and (v) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such Party’s entering into this Agreement. 
2. Influencer represents and warrants that:
1. Influencer will comply with the terms and conditions of this Agreement, all applicable laws and regulations; 
2. Influencer will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Platform and Services and will not make any representation or warranty that is inconsistent with this Agreement;
3. Influencer has obtained and will maintain all licenses, permits and approvals and will be responsible for satisfying all formalities as may be required to (a) enter into this Agreement, (b) perform Influencer’s obligations in accordance with this Agreement, and (c) comply with applicable laws, rules and regulations; and
4. the execution and delivery of this Agreement, and the performance by Influencer of Influencer’s obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which Influencer or any of its affiliates (if applicable) are a party, or violate any rights of any third parties arising from those agreements, including without limitation any rights related to exclusivity. 
3. Influencer’s Content. Influencer further represents and warrants that Influencer:
1. is the legal and beneficial owner of, and owns all the rights and interests in, Influencer’s Content;
2. is unaware of any third party infringement or likely third party infringement claim of the Influencer’s Content; and
3. is not aware of any claims, challenges, disputes or proceedings, pending or threatened, in relation to the ownership, validity or use of any of Influencer’s Content.
4. DeepDeets warrants that DeepDeets will perform the Services (i) in a diligent and highly professional manner, and (ii) in accordance with applicable law. DeepDeets will obtain all required governmental and third-party licenses, approvals, and permits appropriate for the provision of the Services.
5. Disclaimers. Unless otherwise provided under this Agreement, the Services and Platform shall be provided by DeepDeets to Influencer on an "as is," and “as available” basis, with all faults, defects, bugs, and errors.
6. DEEPDEETS HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO INFLUENCER’S ACCESS AND USE OF THE PLATFORM AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. DEEPDEETS DOES NOT WARRANT THAT THE MOBILE APP, PLATFORM AND SERVICES, OR OTHER ITEMS PROVIDED BY OR ON BEHALF OF DEEPDEETS UNDER THIS AGREEMENT ARE FREE FROM BUGS, VIRUSES, HARMFUL COMPONENTS, ERRORS, OR DEFECTS, OR THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE SECURE OR UNINTERRUPTED. INFLUENCER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF PRIVACY, CONFIDENTIAL INFORMATION AND PROPERTY. DEEPDEETS SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATION OR WARRANTY, ORAL OR IN WRITING, CONCERNING THE VIABILITY, ENFORCEABILITY, OR COMPLIANCE WITH APPLICABLE LAWS IN RELATION TO THE SERVICES AND THE USE BY INFLUENCER OF THE MOBILE APP AND PLATFORM IN A PARTICULAR COUNTRY, TERRITORY, OR REGION.  
7. DEEPDEETS MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET INFLUENCER’S REQUIREMENTS OR EXPECTATIONS, (II) INFLUENCER’S ACCESS TO OR USE OF THE PLATFORM AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, OR (III) ANY DEFECTS IN THE PLATFORM AND/OR SERVICES WILL BE CORRECTED.
8. DEEPDEETS DOES NOT WARRANT OR GUARANTEE THAT ANY SUCCESSFUL COMMERCIAL RESULTS OR PROFITS WILL BE OBTAINED BY INFLUENCER AS A RESULT OF ACCESSING/USING THE PLATFORM AND SERVICES. AS SUCH, DEEPDEETS WILL NOT BE LIABLE FOR ANY FAILURE, OR ANY LOSS OR DAMAGES INCURRED/SUSTAINED BY INFLUENCER, AS REGARDS TO INFLUENCER’S USE OR INABILITY TO USE THE PLATFORM AND SERVICES.  
9. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DEEPDEETS DOES NOT WARRANT, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION (I) THAT THE MOBILE APP, PLATFORM AND SERVICES (OR ANY PORTION THEREOF) IS COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE, SUITABLE FOR, OR COMPATIBLE WITH, ANY OF INFLUENCER’S CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO INFLUENCER; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, ANALYTICAL REPORTS OR RESULTS THAT INFLUENCER OBTAINS THROUGH THE PLATFORM AND SERVICES. 
6. CONFIDENTIALITY
1. Confidential Information. Each Party acknowledges and agrees that all business and technical information provided to it by the other Party pursuant to this Agreement constitutes confidential and/or proprietary information of the other Party (“Confidential Information”). Confidential Information shall include (a) each disclosing Party’s oral, written or recorded confidential and/or proprietary information about or related to the disclosing Party or its business; (b) the terms and conditions of this Agreement (c) any information or materials a Party provides to the other.
2. Notwithstanding Section 6.1, Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party under no obligation of confidentiality who did not acquire or disclose such information through a wrongful or tortious act; or (iii) can be shown by documentation to have been developed by the receiving Party without reference to any Confidential Information. The burden of proof with respect to establishing that any of the foregoing exceptions applies is on the receiving Party. 
3. Use of Confidential Information . Each Party represents and warrants to the other Party that it shall not use the other Party’s Confidential Information for any non-expressly authorized purpose, or disclose such Confidential Information to any third party except for attorneys, accountants, auditors, and/or the third party contractors, provided that such third parties have reason to know such Confidential Information and are bound by confidentiality, non-disclosure and non-use obligations (which shall not be waived) at least as protective as the obligations provided under this Section 6. 
   
   Furthermore, Confidential Information shall not be disclosed by each Party, unless such disclosure is:
   1. necessary in order for each Party to perform its obligations or enforce its rights under this Agreement or as required by law, 
   2. to the extent a Party obtains prior written approval from the other Party, and/or 
   3. to the extent a Party is legally compelled to disclose such Confidential Information by the valid order of a court of competent jurisdiction. Under such circumstances a Party, shall (a) notify the other Party as promptly as practicable prior to making any disclosure, and (b) endeavour to protect such Confidential Information from unnecessary disclosure. 
   
   
   Each Party shall take all reasonable measures to protect the secrecy of and avoid disclosure of Confidential Information, which measures shall be no less than reasonable care and shall include all of those measures that the receiving Party uses to protect its own Confidential Information. For the avoidance of doubt, each Party shall be responsible to the other Party for the actions or omissions of its employees, attorneys, accountants, auditors and/or third party contractors if such actions or omissions result in a breach of this Section 6. 
4. The provisions of this Section 6 shall continue indefinitely, notwithstanding the termination of this Agreement for any reason.
7. DEEPDEETS’ INTELLECTUAL PROPERTY
1. “Intellectual Property Rights” shall refer to all DeepDeets’ patent rights, rights to inventions, utility model rights, copyrights, domain name rights, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in DeepDeets’ Confidential Information (including know-how and trade secrets) and any other intellectual property rights, statutory or otherwise, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
2. DeepDeets Intellectual Property Rights. DeepDeets is and shall remain the sole and exclusive owner of all Intellectual Property Rights in/to the Mobile App, Platform, Services and any and all Analytical Reports and campaign reports produced and delivered by DeepDeets as part of the Services. Other than those purposes expressly stated/authorized under this Agreement, Influencer acknowledges and agrees to not use DeepDeets’ Platform and Services for any non-expressly authorized/stated purposes. Nothing in this Agreement shall be construed as granting to Influencer any right, entitlement, licence, patent, copyright, design licence or any other Intellectual Property Rights which may now or hereafter exist. Furthermore, Influencer acknowledges that nothing in this Agreement shall be deemed to be a waiver, transfer or entitlement to any such Intellectual Property Rights by DeepDeets to Influencer.
3. Influencer’s Intellectual Property Rights. Influencer shall be the sole and exclusive owner of all Influencer’s intellectual property rights in Influencer’s Content posted on Influencer’s social media accounts. 
4. DeepDeets hereby permits Influencer to use, share and disclose the contents of any and all Analytical Reports and campaign reports produced and delivered by DeepDeets as part of the Services, with any third party. As such, Influencer acknowledges that DeepDeets shall (a) retain sole ownership of such proprietary information contained in any Analytical Report and campaign report; and (b) provide Influencer with an irrevocable, perpetual, royalty-free license to access and use the DeepDeets’ proprietary information, as contained in any Analytical Report and campaign report, for Influencer’s internal business purposes only.
5. DeepDeets may not use any of Influencer’s intellectual property rights for any other purpose, other than mentioned under this Agreement and not without Influencer’s prior written consent.
6. Influencer hereby grants DeepDeets the right to use the image, name, professional name, photograph, likeness, performance, biography and/or voice recording of Influencer worldwide, in all media by all and any means whether now known or developed in the future in connection with DeepDeets’ provision of the Services on the Platform.  
8. INDEMNIFICATION
1. Each Party agrees at all times to indemnify, defend, and hold harmless the other Party and its (group) affiliates, and each of their respective shareholders, directors, officers, employees, agents and representatives (“Indemnified Parties”), from and against any and all third party claims, actions, judgments, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of, related to or resulting from any breach or alleged breach of this Agreement by the indemnifying Party. 
2. DeepDeets shall additionally indemnify and hold harmless Influencer and its Indemnified Parties from and against any third party claim (i) resulting from the Services and Platform provided by DeepDeets; and/or (ii) arising from the Services violating or infringing upon any applicable law or right of any third party (including any copyright, trademark, or patent right).
9. LIMITATION OF LIABILITY
1. EITHER PARTY SHALL IN NO EVENT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOST PROFITS, LOST SAVINGS OR LOSS OF REVENUES SUFFERED BY THE OTHER PARTY ARISING FROM OR IN ANY WAY CONNECTED WITH (I) THIS AGREEMENT; (II) THE PERFORMANCE BY DEEPDEETS OF THE SERVICES; AND/OR (III) THE MOBILE APP AND PLATFORM. 
2. DEEPDEETS’ TOTAL LIABILITY TO INFLUENCER UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED ONE HUNDRED DOLLARS $(100.00) AND IS IN LIEU OF AND EXCLUDE ALL OTHER CONDITIONS AND WARRANTIES IMPLIED BY STATUTE LAW OR OTHERWISE.
10. TERM, SUSPENSION AND TERMINATION
1. The term of this Agreement shall commence on the Effective Date and shall continue unless terminated by either Party in accordance with this Section (the “Term”). 
2. Suspension. DeepDeets may, in its sole discretion, suspend or temporarily/permanently disable Influencer’s access to and use of the Mobile App, Platform and Services if: 
1. DeepDeets suspects Influencer of partaking in any illegal activity; 
2. DeepDeets reasonably believes that Influencer has violated the terms of this Agreement; or 
3. requested by law enforcement authorities or other government agencies.
Influencer acknowledges and agrees that DeepDeets shall not be liable to Influencer or any third party for any loss or damages caused to Influencer or any third party as a result of the suspension by DeepDeets of the Services. 
3. Influencer may at any time, delete Influencer’s Account on the Mobile App. 
11. NOTICE
    Any notice, consent or other communication required or permitted under this Agreement shall be written in English and shall be deemed given when (a) delivered personally; (b) sent by confirmed facsimile transmission; or (c) sent by commercial courier with written verification of receipt returned to the sender. Notice, consent or other communications (but not service of process) may also be given by e-mail. Rejection or other refusal to accept or the inability to deliver because of changed address or facsimile number of which no notice was given shall be deemed to constitute receipt of the notice, consent or communication sent. Names, addresses and facsimile numbers for notices (unless and until written notice of other names, addresses and facsimile numbers are provided by either or both parties) are provided below. 
12. FORCE MAJEURE
    Neither Party shall be liable in the event that a Party’s performance of this Agreement is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of an Act of God, epidemic and pandemic, labor dispute, unavailability of transportation, governmental restrictions or actions, war (declared or undeclared) or other hostilities, or by any other event, condition or cause which is not foreseeable on the Effective Date and is beyond the reasonable control of the Party. In the event of non-performance or delay in performance attributable to any such causes, the period allowed for performance of the applicable obligation under this Agreement will be extended for a period equal to the period of the delay. However, the Party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under this Agreement, to remove or overcome the cause of delay. In the event that the performance of a Party is delayed for more than six (6) months, the other Party shall have the right, which shall be exercisable for so long as the cause of such delay shall continue to exist, to terminate this Agreement without liability for such termination. 
13. NO AGENCY, PARTNERSHIP, OR EMPLOYMENT RELATIONSHIPS
    Influencer acknowledges that DeepDeets is merely a service provider. Accordingly, there is no employment, agency, joint venture, or partnership relationship between Influencer and DeepDeets. The Parties are independent contractors.
14. NON-DISPARAGEMENT
    Each Party agrees and covenants that the Party shall not at any time make, publish, or communicate to any person or entity or in any public forum, including, without limitation, on any digital or online review sites or forums, any defamatory, discrediting or disparaging remarks, comments or statements concerning the other Party or its businesses, or any of a Party’s employees or officers, now or in the future. For the purposes of this Section, a disparaging or discrediting statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates, but will not include any disclosure required to be made to any governmental or quasi-governmental agency, or any disclosure made in the course of any pending or threatened litigation, mediation, arbitration or agency action.
15. NO WAIVER
    Each Party agrees that any delay or omission on the part of the other Party to exercise any right, power or remedy under this Agreement will not automatically operate as a waiver of such right, power or remedy or any other right, power or remedy and no waiver will be effective unless it is in writing and signed by the waiving Party. Further the waiver or the single or partial exercise of any right, power or remedy by either Party hereunder on one occasion will not be construed as a bar to a waiver of any successive or other right, power or remedy on any other occasion.
16. SEVERABILITY
    In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this remaining provisions of the Agreement unenforceable or invalid, and, in such event, such remaining provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decision.
17. ASSIGNMENT
    This Agreement shall not be assigned by either Party without the prior written permission of the other; provided, however, either Party may assign its rights and obligations hereunder without the prior written permission of the other Party to any entity acquiring all, or substantially all, of the assets or shares of that Party. Notwithstanding the above, this Agreement shall be binding upon any permitted successors and assigns of either Party.
18. COUNTERPARTS
    This Agreement may be made in several counterparts, each of which shall be deemed an original. The provisions of this Agreement that, by express terms of this Agreement, will not be fully performed during the Term of this Agreement, shall survive the termination of this Agreement to the extent applicable.
19. ENTIRE AGREEMENT
    This Agreement contains the full and entire agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, representations and proposals, written or otherwise, relating to its subject matter. 
20. GOVERNING LAW & JURISDICTION 
    In the event of any disagreement between the Parties with respect to any aspect of this Agreement, the Parties agree to discuss in good faith to reach an amicable resolution prior to starting any litigation/legal proceedings against each other.
    
    This Agreement shall be construed and enforced in accordance with the laws of California, USA.
    
    The Courts located in San Francisco, California, USA shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement. Both Parties hereby submit to the jurisdiction of said Courts for purposes of any such suit or proceeding and waive any claim that any such forum is an inconvenient forum.
21. ELECTRONIC SIGNATURE BY CHECKING THE “I ACCEPT” BOX
    This Agreement shall come into force on the date upon which the Influencer accepts the terms and conditions of this Agreement, by checking the box “I accept” and clicking the "Submit" button below and will remain in full force and effect in accordance with the terms provided herein, unless terminated earlier by the Parties. Upon checking the “I Accept” box below (i) Influencer confirms that Influencer has fully read this Agreement after having had the opportunity to consult with legal counsel, (ii) Influencer represents and warrants that Influencer has the right, authority and capacity to enter into this Agreement, (iii) Influencer is electronically signing/executing this Agreement in a manner which is legally equivalent to Influencer’s handwritten signature, (iv) Influencer agrees that the Agreement will come into force immediately and automatically and (v) Influencer will become legally bound by all enforceable terms and conditions contained in this Agreement.