Influencer Terms and Conditions

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE WADIDITIGAL’S CYBERSECURITY INFLUENCER SERVICES ON LINKTRUST.COM.

 

By accepting these terms of Service (the ‘Terms’), or accessing and using WadiDigital Cybersecurity Influencer services (the ‘Services’), you acknowledge that you, on your own behalf as an individual (collectively, “you”or “your”), have read and understood and agree to comply with the terms and conditions below, and are entering into a binding legal agreement with WadiDigital, Ltd. (“WadiDigital”, “us”, “we” or “our”). If you do not agree to comply with and be bound by these Terms, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. For clarity, the term “you” or “your” apply to any user of the Service.

 

WadiDigital and its Clients believes in following industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”). As such, we require that all influencers and similar persons (“Influencer” or “You”) adhere to the WadiDigital’s Influencer Terms and Conditions (the “Terms”) when sharing Client content on Third Party Platforms.

 

  1. Description of the Service

1.1. Service. WadiDigital’s Cybersecurity Influencer program is an Influencer Marketing service that utilizes a third-party campaign management tool provided by LinkTrust.com for tracking and managing advertisers, influencers and campaign performance. Via the third party platform, WadiDigital provides content from Clients to Influencers to then post and share on LinkedIn, Twitter, and/or Quora as relevant to Influencer. Other platforms must be approved by WadiDigital.

1.2 In exchange for certain monetary compensation, the receipt and sufficiency of which is hereby acknowledged, WadiDigital engages Influencer to perform, and Influencer agrees to perform the services specified on one or more Term Sheets entered into by Influencer and WadiDigital (the “Services”) for the fees and compensation set forth in the Term Sheet. Except as otherwise expressly provided herein, Influencer will perform the Services at its own expense and using its own resources and equipment.

 

  1. Relationship of Parties. 

2.1 Influencer’s relationship with WadiDigital is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that WadiDigital may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of WadiDigital or Client unless specifically requested or authorized in writing to do so by an authorized officer of WadiDigital or Client, as applicable, or both. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under these Terms and will hold WadiDigital and Client harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by WadiDigital for the payment of any social security, federal, state, or any other employee payroll taxes.

2.2 During the duration of Influencer working with WadiDigital on behalf of its Clients, Influencer shall not reach out directly to any Client utilizing WadiDigital’s Cybersecurity Influencer program to form a business relationship or otherwise, without written consent from WadiDigital. 

2.3 Disclose Your Connection to Client – As set forth in the Terms, when posting a Client link to content, You must clearly disclose your “material connections” with Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags requested by WadiDigital or Client (such as #ad or #sponsored). Note that while WadiDigital and/or Client may provide recommendations and options for disclosures, neither WadiDigital nor Client will be responsible for any failure by You to comply with the FTC Guides or any failure by You to obtain all third party clearances and permissions with respect to content You post.

2.2 Maintain Clear and Prominent Disclosure – The above disclosure should be made in close proximity to any statements that You make about Client or Client’s products or services. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents). In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via hashtags, such as #sponsored, #paid, #partnership or #ad

 

  1. Ability to Accept Terms. If you access and use the Service, you represent and warrant that you are at least 18 years old. The Service is only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit, access or use the Service.

 

  1. Documentation. To the extent that we make available Documentation (defined in the Terms Sheet) to you, you are permitted to use such Documentation solely for your internal business purposes and solely in connection with its use of the Service. You may print or copy the Documentation provided that all WadiDigital copyright notices are included therein. The Documentation shall be considered the Confidential Information of WadiDigital. Unless the Documentation is separately referred to herein, all references in these Terms to the Service shall include the Documentation. “Documentation” means user documentation that WadiDigital generally makes available to its Service customers.

 

  1. Service Access. We hereby grant you permission to visit and use the Service via the third-party platform (LinkTrust.com) for your information and personal use only, subject to these Terms and your compliance with applicable law. You may have an employee, personnel post on your behalf on your social profiles only.

 

  1. Account. In order to use the Service, you must create an account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information; (iii) to keep, and ensure that, all Account login details and passwords are secured at all times; (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify WadiDigital in writing if you become aware of any unauthorized access or use of your Account or the Service.

 

  1. Responsibility. You represent and warrant that: (i) the Customer Data, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms (including in any applicable privacy policy), does not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party; (b) violate any applicable data protection legislation; (c) be offensive, unlawful, threatening, pornographic, harassing, hateful, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law (including export control laws), or is in any way inappropriate; (d) promotes illegal drugs, relates to illegal gambling, or illegal arms trafficking; or (e) is otherwise malicious or fraudulent. Other than its security obligations under Section 8, WadiDigital assumes no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, processing, storing, or transmitting it.

 

8 Security. Because of the nature of the Service, which combines public and private information that is conveyed over the public internet, WadiDigital shall not be held liable for any damage caused as a result of your use of the Service, its unavailability, any error or faults in the Service. You alone shall be responsible and liable for the maintenance and backup of all your Customer Data.

 

  1. Termination. You may terminate your Account by sending a cancellation request to us via info@wadidigital.com, in which case we will use commercially reasonable efforts to respond within a reasonable time. We may suspend your Account (and cease to provide the Service to you and/ or any part of it) at any time, including without limitation in the event that you breach these Terms. 

 

  1. Effect of Termination of Service. Upon termination of your Account to the Service, your Account and all licenses granted under this Agreement with respect to the Service shall be terminated, and you will lose all access to the Service and to any Customer Data that we may be storing on your behalf. It is your responsibility to download your Customer Data prior to canceling your Account or any termination of these Terms. We do not accept any liability for any termination of the Service or Customer Data that is deleted in connection thereto. We shall not be liable to you or any third party for termination of your use of or access to the Site or Service, or any portion thereof. This Section 10 and Sections ‎13‎ (Limitation of Liability), ‎14 (Indemnification), ‎15 (Disclosure), and ‎ 19 (General), as well as any other provision which is intended to survive termination of the Terms or your Account to the Service, shall survive termination of these Terms and your Account with the Service.

 

  1. Suspension. If we believe, in our sole discretion, that you are using the Service in a manner that may cause harm to us, our Clients, or any third party, or in breach of these Terms, then we may, without derogating from our right to suspend or terminate your Account as specified in these Terms, or your access to and use of the Service, or parts thereof.

 

  1. Warranty Disclaimer.

12.1. OTHER THAN AS EXPLICITLY STATED IN THIS AGREEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. WADIDIGITAL DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. WADIDIGITAL EXPRESSLY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE.

12.2. WADIDIGITAL DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. 

12.3. WADIDIGITAL OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.

12.4. WADIDIGITAL DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITE. YOUR USE OF AND RELIANCE UPON SERVICE OR SITE, OR CONTENT AND YOUR DATA (INCLUDING CUSTOMER DATA) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND WADIDIGITAL, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.

12.5. YOU AGREE THAT WADIDIGITAL OR CLIENTS WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

12.6. Applicable law may not allow the exclusion of certain warranties, IN WHICH CASE such exclusions may not apply.

 

  1. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:

 

13.1. IN NO EVENT WILL WADIDIGITAL, ITS CLIENTS, AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

 

13.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF WADIDIGITAL, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEED THE TOTAL AMOUNT PAID BY YOU (IF ANY) IN CONNECTION WITH THE APPLICABLE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

 

13.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 13 SHALL APPLY: (I) EVEN IF WADIDIGITAL, ITS CLIENTS, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

 

13.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 3 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

 

  1. Indemnification. You hereby agree to indemnify, defend and hold harmless WadiDigital and Clients and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney’s fees) or cost incurred as a result of (i) your, or any Authorized User’s use of or improper use the Services; (ii) your, or any Authorized User’s violation of these Terms, including any false representation; and/or (iii) your Customer Data.

 

  1. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of WadiDigital, its users or the public.

 

  1. Links. The Site or Service may contain links to third party websites that are not owned or controlled by WadiDigital. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release us from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

 

  1. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by WadiDigital without restriction.

 

  1. Modifications. We reserve the right, at our discretion (unless otherwise agreed in writing), to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Service thereafter means that you accept those changes.

19. General. We reserve the right to discontinue or modify any aspect of the Services at any time. These Terms represent the complete agreement concerning the Service between you and WadiDigital. Section headings are provided for convenience only and have no substantive effect on construction. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.