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USER AGREEMENT FOR INFLUENCERS

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KEEPFACE

USER AGREEMENT FOR INFLUENCERS

The Keepface Global, a legal entity incorporated and registered in Dubai, UAE, with registered address at Jumeirah Lakes Towers, JLT-PH2-RET-R5, Dubai, UAE the (here in after the “Keepface”, “us”, “we”, “our”) is operator of the website located at https://keepface.com (here in after the “Site”). Detailed contact information about Keepface is available on the following link: ______, you may provide all your claims to the address set out in the link.

Subject of the Agreement

The following user agreement (the “Agreement”) form a contract between Keepface and you and govern your access to and use of (1) the Site; (2) the Keepface online platform facilitating certain services between content creators registered in the Platform as influencers (“Influencers”) and other users that represent an entity (each, a “Brand”) interested in retaining the Influencer to create promotional online media content to promote the Brand or its services, products or trademarks; and (3) all other services provided by Keepface, as described on the Site (collectively referred to as the “Platform”). Brands may be represented by advertising agencies (hereinafter referred to as “Agency”).

BY REGISTERING WITHIN, ACCESSING OR USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING WITHIN, ACCESSING OR USING THE PLATFORM. If you do not accept and agree to be bound by this Agreement, please do not register, access or use the Platform. If you are registering within, accessing or using the Platform on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to this Agreement. If you do not have such authority, you may not use the Platform.

The term “you”, “your” refers to the person (including, but not limited to Influencer) registering within, accessing the Platform, browsing or otherwise using the Platform, the Services (as defined below), or engaging with Brands/Agencies registered with Keepface for the purpose of creating promotional online media content for the Brand’s products or services (a “Campaign”).

Influencers, Brands, Agencies and other users of the Platform and the Site may be individually referred to as “User” and collectively referred to as“Users” in this Agreement.

Notice on amendments

Except where prohibited by applicable law, Keepface reserves the right to amend the terms and conditions of this Agreement at any time. If you have registered as a User to access the Platform and Services available through the Site, we shall notify you of any material changes to this Agreement by email sent to the address you have provided during your User Account registration. Notification of any changes will also appear in a prominent location on the Site or Platform. Your continued access and use of the Site, the Platform, and the Services constitutes your acknowledgement and acceptance of any modified terms to this Agreement.

Notice on language

This Agreement was written in English. To the extent any translated version of this agreement conflicts with the English version, the English version shall prevail.

Term and Termination

This Agreement shall commence on the day of your registration for the Platform and will continue into force until terminated by either party. Either party may terminate this Agreement as follows: (1) Keepface may terminate this Agreement at any time and with immediate effect by giving notice to you, at its discretion, by email (at your email address you have provided during your User Account registration) or through the Platform; (2) you may terminate this Agreement at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Platform) that your User Account be deleted.

The Site

This Agreement does not exclude the Terms of Use of the Site (here in after referred to as “Terms”) located at https://keepface.com/az/site/term-conditions. The Terms are integral part of this Agreement and you shall comply with the Terms. In case of discrepancy between the Terms and the Agreement, the Agreement shall prevail.

The Platform

The Keepface provides the following services via the Platform and the Platform is provided solely to: (1) enable you to create your profile with indication of price quotes for your services, information, previous Campaigns data and other information allowed by the Platform (“Profile”) (2) gather information about the various types of Campaigns initiated by Brand/Agency, the Brands/Agencies and other Influencers available on the Platform, including profiles, price quotes of Influencers; (3) gather data, statistics, and track the performance of a Campaign; (4) facilitate communication with Brand/Agency with the objective of entering into a Campaign Agreement (as defined below); and (5) if applicable, facilitate the transmission of payments from Brand/Agency to you under a Campaign Agreement (collectively the “Services”). You agree and understand that availability of each type of Services is subject to restrictions depending on type of your account, terms and conditions set out in this Agreement; and in no case, the term “Services” shall be interpreted as obligation of Keepface to provide all types of Services. Keepface reserve the right to change interface, design, functions and features of the Platform and scope of Services unilaterally.

Access

You will be required to successfully sign up for a user account (the “User Account”) using the available interfaces on the Platform and be issued a username and password login credentials by Keepface (“User ID”) in order to use the Platform and access the Services. During registration process or thereafter you may be required to provide documentary proof of your tax registration or any license or permissions required by any applicable law for activities performed through the Platform to provide such . To proceed with the Services you will be required to provide access to your social network (or any other platform where Campaign will be performed) accounts (“Social Accounts”). You acknowledge and agree that Keepface will have access to your data in Social Accounts (including personal data) and is entitled to process (including but not limited to publication, share, collection, retention, disposal, trans-border transfer) the data extracted from Social Accounts in accordance with the terms and conditions set out herein. If you are issued a User ID, you shall keep your User ID secure and shall not share your User ID with any third party, and you shall not collect or harvest any personal data of any other user of Keepface, including account names. You are responsible for maintaining the confidentiality of your User ID, and you are responsible for all activities that occur under your User Account. You agree to immediately notify Keepface of any unauthorized use of your User ID or any other breach of security. Keepface cannot and will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your User ID secure. If you wish to share your User ID to allow others to gain access to your User Account, you agree that BY SHARING YOUR USER ID, YOU AGREE TO BE RESPONSIBLE FOR ASSURING THAT ANY USERS OF THE ACCOUNT COMPLY WITH THE TERMS OF THIS AGREEMENT AND THAT YOU AGREE TO BE RESPONSIBLE AND LIABLE FOR THE ACTIONS OF SUCH USERS. When using the Services available through the Platform, you agree to comply with your own local laws and regulations regarding online conduct and acceptable content, including laws regulating the export of data to and from your country of residence. Keepface reserves the right to disable any User Account issued to you at any time in Keepface’s sole discretion. If Keepface disables access to a User Account issued to you, you may be prevented from accessing the Platform, your account details, or any Campaigns that are associated with your account.

Brand/Agency and their data

The Platform provides facilities for you and other Influencers to engage in the Campaigns of the Brands, share information and data, provide Campaign offers to Brand/Agency. Nothing in this Agreement shall be construed as warranty or obligation of the Keepface to provide Brand/Agency or Campaign in the platform. You understand and agree that the Brand/Agency that provide requests or uses your services through the Platform are independent organizations and not agents or employees of Keepface and we do not control or direct other Users’ actions. The data about Brands/Agencies are provided by themselves and only Brands/Agencies are responsible for accuracy, validity of such data, nothing in this Agreement or in the Platform shall make the Keepface liable for data or any content provided or published by any User. We are not responsible for the content or information Users transmit or share on Platform; we are not responsible for any offensive, inappropriate, misleading obscene, unlawful or otherwise objectionable content or information you may encounter on Platform or Site. Keepface is not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of any Brand/Agency or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever for Campaigns created by Users. You acknowledge and agree that Keepface is entitled to delete, remove Brand’s/Agency’s profiles, erase their data and in this case, Keepface shall not be liable for any losses or damages occurred to you.

Ranking and classification of Influencers

Keepface may provide classification, grading or ranking of the Influencers, which will be published in the Platform. As classification, grading or ranking of the Influencers are provided based on information of each Influencer, therefore, you understand and agree that such classification, grading and ranking may be inaccurate, and Keepface is not responsible or liable for damages or losses incurred to you as result of such classification, grading or ranking.

Communication with Brand/Agency

You understand and agree that Keepface only facilitates communication of Influencers with Brand/Agency through the Platform; such communication is carried out by means of the Platform; only Brand/Agency and you are responsible for negotiations, communication and transfer of content and data between each other.

Statistics and performance track of Campaigns

The Platform will provide you statistics and performance track of your Campaigns (the Tracking Tools). You understand and agree that Keepface is not responsible or somehow liable for accuracy of provided Tracking Tools data. In case of revealing of discrepancies, you shall notify Keepface. Under no circumstances shall Keepface be responsible or liable for any errors or omissions that may result from the use of, the integration of, or the implementation of the Tracking Tools.

Campaign publishing

The Platform facilitates you to make Campaigns requests to the Brand/Agency with the purpose to engage to Campaign Agreement with the Brands/Agencies. You are solely responsible for all information, data, text, messages, images or other materials that you upload, post, publish or display via the Platform (“Content”). Keepface reserves the right to investigate and take appropriate legal action against anyone who, in Keepface’s sole discretion, violates this provision, including without limitation, removing content from the Site and Platform, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You agree and warrant that you will not request, start or publish any Campaign or upload any Content that (“Prohibited Content”):

  • infringes any intellectual property or other proprietary rights of any party;
  • you do not have a right to upload under any law or under contractual or fiduciary relationships;
  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • poses or creates a privacy or security risk to any person;
  • is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, or ethnically or otherwise objectionable; or
  • in our sole judgment is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Keepface or its Users to any harm or liability of any type;
  • interfere with or disrupt the Platform or servers or networks connected to the Platform;
  • violate any applicable local, state, national, or international law, or any regulations having the force of law;
  • impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity;
  • solicit personal information from anyone under the age of 18, or send invitations to use the Platform to individuals under the age of 18;
  • harvest or collect email addresses or other contact information of other users from the Platform by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized, prohibited or restricted by the law;
  • further or promote any criminal activity or enterprise; or
  • obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Platform.

Campaign Agreements

If you choose to participate in Brand’s Campaigns or Brand/Agency accepts your Campaign through the Platform or, you separately enter into an agreement with that Brand/Agency on such terms and conditions as may be agreed to between you and that Brand/Agency through the Platform (“Campaign Agreement”). For example, the Campaign Agreement may contain (a) a description of the services that will be provided, (b) compensation terms, and (c) any other terms and conditions as communicated between you and the Influencer through this Platform or otherwise. You agree that the Campaign Agreement shall include standard terms available at the following link: _____. You understand that you are making an agreement with the Brand/Agency, and not Keepface, and that Keepface is not a party to and will be in no way responsible or liable for the performance of either you or the Brand/Agency under any Campaign Agreement, except for facilitating the transmission of payment between you and the Brand/Agency based on your and Brand’s/Agency’s instructions in accordance with this Agreement. The transmission of payment between you and the Brand/Agency (“Brand Payment”) will be provided by Keepface subject to the terms of payment provided in this Agreement. You are responsible for resolving any disputes that may arise as a result of the Campaign Agreement, including without limitation Brand Payments, with the applicable Brand/Agency. Keepface does not make any representations or warranties of any kind in respect of an Brand/Agency or a Campaign Agreement. You also agree to act in good faith when negotiating and performing your obligations under each Campaign Agreement. All of the foregoing obligations shall continue even upon termination of services between Keepface and you, for a period of twelve (12) months following such termination. Any Campaign Agreement may be terminated by you within ____.

Fees and Commissions

The fees for your services shall be agreed between you and Brand/Agency. Your fees will be remitted to Keepface by Brand/Agency in advance. After Keepface receives the full amount of your fee under relevant Campaign Agreement, we will notify you (through the Platform or by email) on receipt of Brand Payment. You shall proceed with Campaign only after receipt of notification on successful accomplishment of Brand Payment. Otherwise, Keepface will not responsible for transfer of your fees to you. After you complete the Campaign (subject to confirmation of the Brand/Agency) as agreed by Campaign Agreement and subject to other terms and conditions set forth herein, your fees will be transferred to your bank account (or any other electronic payment system accounts accepted by the Platform) provided by you to Keepface (hereinafter “Bank Account”), within 30 (thirty) days from the date of completion (date of confirmation of completion by the Brand/Agency) of the relevant Campaign. You are solely responsible for accuracy, relevance, actuality and update of your Bank Account details and inability of Keepface to accomplish payment of your fees thereby. You acknowledge and agree that Keepface is entitled to retain commissions equal to ____% from the total amount of your fees paid by Brand/Agency (hereinafter “Commissions”). Keepface shall be under no obligation to remit payment of any Brand Payment to you until Keepface has received the full amount of the applicable Brand Payment from Brand/Agency. You shall be responsible for any and all charges, costs, fees, and expenses incurred as a result of your remittance of any Brand Payment to you under this Agreement. You are solely responsible for payment of taxes in your jurisdiction. However, Keepface is entitled to retain any applicable taxes from your fees.

Discount for Agencies

You acknowledge and agree that Keepface provides discount to Agencies in amount of __ on expense of its commissions.

Payments

All payments under this Agreement and via Platform will be made using payment processors that are available in the Platform and to Keepface (“Payment Processors”). You acknowledge and agree that payment processing services are not provided by the Keepface. Neither we nor any of our agents, affiliates, holding companies, subsidiaries, employees, officers, directors, service providers, or subcontractors will be liable for performance, non-performance or improper performance of service by Payment Processors including but not limited to:

  • losses or damages alleged to result from our failure to properly complete a payment transaction;
  • losses or damages alleged to result from our delay in completing a payment transaction;
  • losses or damage to you from our or Payment Processor’s inability to complete a transaction because we or the Payment Processor are prohibited by law or losses or damage caused as a result of actions taken due to our or Payment Processor’s obligations under applicable law or order; or
  • Due to circumstances beyond our control (such as failure or interruption of telecommunications or data transmission systems) that prevent or affect the transaction, despite reasonable precautions that we have taken.

Service

Keepface uses commercially reasonable endeavours to ensure that the Platform and Services available through the Site are available 24 hours a day 7 days a week. However, there will be occasions when the Platform and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment that are beyond the control of Keepface. Every reasonable step will be taken by us to minimize such disruption where it is within the reasonable control of Keepface. You agree that Keepface shall not be responsible or liable to you for the deletion or failure to store or make available any content and other communications maintained or transmitted through the Site or Platform, or any modification, suspension or discontinuance of the Services. You acknowledge that Keepface reserves the right, in its sole discretion, to limit your activity and use of the Services available through the Platform or any other resources you may use. Keepface reserves the right to terminate, suspend, or limit certain features or functionality of your User Account based on usage that exceeds any limits established by us. You may elect to purchase other Services or resources that may be available and offered by Keepface. Payments for such purchases are non-refundable. Upon the termination of your account, you may be prevented from accessing the Platform, your account details or any Campaigns that are associated with your account.

License grant

Subject to this Agreement, Keepface grants to you a limited, revocable, non-exclusive and non-transferable right and license during the term of this Agreement to access and use the Platform and Services in accordance with this Agreement. Subject to this Agreement, you grant to Keepface a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide and fully sublicensable right to access, collect, store and use any data, information, records, files, and content that (1) you upload, transmit to, or enter into the Platform; (2) we collect as a result of your use of the Services; or (3) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Services; (B) complying with applicable law; and (C) Keepface’s reasonable audit and data retention policies.

Reviews and comments

Through the Platform, Keepface encourages you to leave objective balanced feedback about Brands/Agencies with whom you have entered into Campaign Agreement. You acknowledge that feedback results for you may consist of comments and ratings left by other users and that Keepface may calculate a composite feedback number based on the compilation of these individual ratings. By submitting Content to the Platform, including any Brands/Agencies or Campaign reviews, questions, comments, suggestions, ideas or similar information (collectively, “Submissions”), you grant Keepface and its affiliates, a worldwide, nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that Keepface may choose to provide attribution of your Submissions (for example, listing your name and city on an Brands/Agencies or Campaign review that you submit) at our discretion, and that such submissions may be shared with creators and others using our Platform. You further grant Keepface the right to pursue at law any person or entity that violates your or Keepface’s rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and nonproprietary. We are and shall be under no obligation (1) to maintain any Submissions in confidence; (2) to pay compensation for any Submissions; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove Submission that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Agreement. You are fully responsible for the content of your Submissions, specifically including, but not limited to, reviews posted to the Platform. We take no responsibility and assumes no liability for any Submissions posted or submitted by you. We have no obligation to post your Submissions and reserve the right, in our absolute discretion to determine which Submissions are published on the Platform. If you do not agree to these terms, please do not provide us with any Submissions. You shall not post or transmit to or from the Platform Prohibited Content. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your Submissions. You acknowledge that Keepface may exercise its rights (e.g. use, publish, delete) to use any Submissions without any notice to you. When sharing any Keepface or Platform-related posts on various social media platforms such as Instagram, Facebook, YouTube, Path, Twitter, Pinterest and other platforms, you agree to conform to the Agreement, the Site’s respective terms and policies.

Ownership and intellectual property

The Platform, Services and any software (the “Software”) created by Keepface used in connection with those Services and the Platform are provided by Keepface and contains copyrighted material, trade (commercial) secrets and other proprietary and confidential material that is protected by applicable intellectual property and other laws and treaties. Subject to the terms and conditions of this Agreement, Keepface grants to you a limited, non-transferable and non-exclusive right and license to use the Software and the Services made available to you through the Platform. You shall not directly, and shall not attempt to allow or assist any third party to, modify, reverse engineer, disassemble or decompile the Platform, the Services, or the Software, nor shall you create any derivative works or other works that are based upon or derived from the Platform, the Services, or the Software in whole or in part. Keepface retains sole and exclusive ownership of all right, title and interest in and to the Platform, the Services, and the Software provided through the Site and all Intellectual Property rights relating thereto including without limitation Keepface’s name, any Keepface logos and graphic files that represents the Software and/or the Platform and the Services provided through the Site. You further agree not to remove, obscure, or alter any Keepface or any third party copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software, the Platform, the Services, or the Site. You acknowledge and agree that third parties, including other users, may own right, title and interest in and to the files and any content hosted on the Platform or otherwise presented to you through the Platform and Services available through the Site, and that the files and content may be protected by applicable intellectual property and other laws and treaties. Copyright law and international copyright treaty provisions protect all parts of the Platform, the Software, and the Services available through the Site. No program, code, part, image, or text may be copied or used in any way by you except as intended within the bounds of this Agreement. The Platform, Software, Services, and any and all materials provided by Keepface hereunder are being licensed to you. Keepface does not transfer any title or ownership of the foregoing to you. All rights not expressly granted hereunder are reserved for Keepface.

Representations and warranties

You represent and warrant that (i) you have the authority and capacity to enter into and to be bound by this Agreement; (ii) to the best of your knowledge, there are no existing, pending or threatened claims or actions pending against you; (iii) you own or have the legal right to use and distribute all links, graphics, images, content, copyrighted material, trademarks, products, and services associated with and displayed through the Campaign; (iv) you will comply at all times with all applicable laws, rules, and regulations; and (v) you will comply at all times with all applicable Keepface guidelines and policies published in Site. You further represent and warrant that you shall not, and shall not permit any third party to:

  • “frame”, “mirror” or otherwise incorporate the Platform, the Services, or any content provided by Keepface to you, or any part thereof, in any commercial or non-commercial website;
  • access, monitor or copy any part of the Site, the Platform, the Services, or any Keepface content provided by using any robot, spider, scraper or other automated means or any manual process for any purpose without Keepface’s express written permission;
  • violate the restrictions in any robot exclusion headers on the Site or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform or any Services;
  • deep-link to any portion of the Platform for any purpose;
  • remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Campaign, the Platform or any content provided by Keepface to you;
  • modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform, the Services, or any Campaigns, including any modification of Tracking Tools provided by Keepface, or any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform, the Services, or a Campaign.
  • attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Platform;
  • copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform, the Services, or the content provided by Keepface to you;
  • create derivative works based on the Platform, the Services, or the content provided by Keepface to you, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Platform, the Services, or the content;
  • carry out or promote anti-competitive activities, such as progressive customer acquisition using chain, snowball or pyramid systems;
  • use the Platform for unwanted messages (e.g. spamming), chain letters, etc. or in a way that can lead to an overload or disruption of the systems of the Platform;
  • use or access the Platform or the Services in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or
  • upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory, contains viruses or any other malicious code, or violates any laws, in each case as determined by Keepface in its sole discretion.

Privacy policy

By visiting the Site and using the Platform and Services available through the Site, you acknowledge and agree that Keepface may access, preserve, and disclose your User Account information (including but not limited to the terms of Campaign Agreements, the data obtained from and in connection with Social Accounts) and any files or content associated with your User Account if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or enforceable governmental request; (b) enforce this Agreement, including investigation of potential violations hereof; (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam); or (d) protect against imminent harm to the rights, property or safety of Keepface, its users, or the public as required or permitted by law. By visiting the Site and using the Platform and Services available through the Site, you acknowledge and agree with Keepface’s Privacy Policy available at the following link https://keepface.com/en/site/privacy-policy.

Confidentiality

Keepface does not guarantee the confidentiality of any communications made by you through the Platform or the Services. Although Keepface generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Platform and the Services, you understand, agree and acknowledge that Keepface cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site, the Platform, the Services, or any Campaigns.

Third party content and links

The Platform may include hyperlinks to other third party web sites, content, or resources. Keepface does not have any control over any web sites, content, or resources which are being provided through the Platform by third parties. When using the Platform, you acknowledge and agree that Keepface is not responsible for the availability of any such third party external sites, content, or resources, and Keepface does not endorse any advertising, products, services, or other materials and information contained on such web sites nor does Keepface guarantee its quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. You further acknowledge and agree that Keepface shall not be liable for any loss or damage which may be incurred by you as a result of the availability of those external sites, content, or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

Disclaimer

YOUR USE OF THE PLATFORM, THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES EXCEPT AS OTHERWISE SPECIFIED HEREIN. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, KEEPFACE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. KEEPFACE DOES NOT WARRANT THAT (I) THE PLATFORM, THE SOFTWARE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM, THE SOFTWARE OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM, THE SOFTWARE OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER RELATERD MATERIALS PROVIDED OR OFFERED THROUGH THE PLATFORM OR THE SERVICES WILL MEET YOUR EXPECTATIONS; AND (V) ANY ERRORS OR OMISSIONS IN THE PLATFORM, THE SOFTWARE, OR THE SERVICES WILL BE CORRECTED. ANY FILES AND CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE PLATFORM OR THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH FILES AND CONTENT. THIRD PARTIES ENGAGING WITH YOUR CAMPAIGN(S) OR SERVICES THROUGH THE PLATFORM ARE INDEPENDENT PARTIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF KEEPFACE. KEEPFACE SHALL NOT BE LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUCH THIRD PARTY OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATED TO ANY CAMPAIGNS OR CAMPAIGN AGREEMENTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM KEEPFACE, THROUGH THE PLATFORM, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of liability / indemnification

Information on the Site, the Platform, or through the Services may contain technical inaccuracies or typographical errors although Keepface will make commercially reasonable efforts to maintain and review all its content. Information and/or products available on the Site may be changed or updated at any time without prior notice to you. You will indemnify, hold harmless, and defend Keepface, its employees, directors, officers, and authorized agents against any and all claims, proceedings, demand and costs (including litigation costs and attorneys’ fees) resulting from or in any way connected with (i) your Campaign; (ii) your use of the Site, the Software, the Platform, the Services; (iii) any files and content that you upload through to the Platform through the Services that breaches any third party intellectual property rights; (iv) any incorrect Brand Payment or any payments that you remit to us; or (v) your breach of any of the terms and conditions of this Agreement. Your indemnification obligations shall survive the termination of this Agreement. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL KEEPFACE, ITS EMPLOYEES, DIRECTORS, OFFICERS, OR AUTHORIZED AGENTS BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE PLATFORM, THE SOFTWARE, THE SERVICES, THE ACTS OR OMISSIONS OF THIRD PARTIES (INCLUDING WITHOUT LIMITATION BRAND/AGENCY) OR THE USE OR INABILITY TO USE THIS SITE, THE PLATFORM, THE SOFTWARE OR THE SERVICES, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) . WHEN APPLICABLE LAW DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, KEEPFACE’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Geographic application of the platform

Not all Brands/Agencies, Campaigns and Services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing law and dispute resolution

This Agreement and all claims related to it, or the performance by both parties under it, shall be governed exclusively by the laws of the Republic of Azerbaijan, except any principles regarding conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably attorn and submit to the exclusive jurisdiction of the competent courts of the Republic of Azerbaijan. The failure of Keepface to exercise or enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect Keepface’s ability to enforce each and every such provision thereafter. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.

Non-partner

It is expressly agreed that the parties intend by this Agreement to establish a business relationship between Keepface and you, but that it is not the intention of either party to undertake a joint venture or to make you in any sense an agent, employee, or partner of Keepface. The parties expressly agree that they are independent contractors, and that this Agreement or any other agreement signed by Keepface and you does not in any way, despite the fact that the word “partner” may be used in such agreements, create a partnership as contemplated at common law or in accordance with any applicable statute, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever. This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of the parties.

Assignment

Keepface may assign this Agreement without your prior consent. You may not assign this Agreement without the express written consent of Keepface, which consent may be unreasonably and arbitrarily withheld, except that no consent shall be required in the event of a merger, consolidation, reorganization or in connection with the acquisition of at least a majority of your business and assets, and the successor or assignee agrees to be bound by the obligations set forth herein and is capable of performing its duties under this Agreement. This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of the parties.

Force majeure

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.