.Terms and conditions
Thanks for using Upfluence software.
Please read these Terms carefully. By using Upfluence software or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Upfluence Inc. (“Agreement”). Upfluence Inc. (“Upfluence Inc.,”, “we” or “us”) is an online marketing platform (the “App”) that allows you to find influencers, and to create, and manage influencer marketing campaigns. The App is offered through our websites, including https://www.upfluence.com, https://search.upfluence.com, and any other website owned, operated or controlled by us (we’ll collectively refer to these as the “Website,” and together with the App, the “Service”). Upfluence Inc. has employees, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).
If you have any questions about our Terms, feel free to contact us at [email protected]
In order to use the Service, you must:
- be at least eighteen (18) years old and able to enter into contracts;
- complete the account registration process;
- agree to these Terms;
- provide true, complete, and up-to-date contact and billing information;
- not be based in Cuba, Iran, North Korea, Syria, or any other country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
- not be listed on any U.S. government list of prohibited or restricted persons.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
Upfluence Inc. may refuse service, close accounts of any Members, and change eligibility requirements at any time.
When you sign up for an account and agree to these Terms, the Agreement between you and Upfluence Inc. is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have an Upfluence account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
Closing Your Account
You or Upfluence Inc. may terminate the Agreement at any time and for any reason by terminating your Upfluence account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause. If we terminate your paid account without cause, we’ll refund a prorated portion of your monthly prepayment for a Monthly Plan or a prorated portion of your yearly prepayment for a Yearly Plan. We won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your campaigns, lists, reports, etc.. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.
We may change any of the Terms by posting revised Terms on our Website. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.
Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Upfluence is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.
We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of Upfluence.
When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.
Paid 7-day trial:
When you sign up for a Paid Trial, you are required to self-select your package (e.g., Bronze, Silver or Gold) (together, your “Monthly Plan”) from those posted on our Website based on your anticipated use of the Service. Each Paid Trial offers different feature options. Once you select your Monthly Plan, Upfluence will never automatically upgrade or downgrade your Monthly Plan. So, give yourself room to grow if you’ll need it! If you exceed your Monthly Plan usage limits before the end of the trial period, you will not be able to use these features anymore. You will always have the option to upgrade to a higher tier at any time or to downgrade at a lower tier. If you upgrade during the trial period you will straight away benefit from the additional features.
When you sign up for a Paid Trial, you agree to monthly recurring billing of the Monthly Plan you have chosen, starting 7 days after the date you sign up. Billing for Monthly Plans may be paused, and you may choose to close your account permanently at any time and it will have effect at the end of the 7 days.
Paid Monthly Plans:
When you sign up for a paid monthly plan, you are required to self-select your package (e.g., Bronze, Silver or Gold) (together, your “Monthly Plan”) from those posted on our Website based on your anticipated use of the Service. Each Monthly Plan offers different pricing and feature options. Once you select your Monthly Plan, Upfluence will never automatically upgrade or downgrade your Monthly Plan. So, give yourself room to grow if you’ll need it! If you exceed your Monthly Plan usage limits, you will not be able to use these features anymore until the following month and the reset of your quota. You will always have the option to upgrade to a higher tier at any time or to downgrade at a lower tier. If you upgrade during a billing cycle, the change will happen at the beginning of the next billing period. You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier.
When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you started your Monthly Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. Billing for Monthly Plans may be paused, and you may choose to close your account permanently at any time.
Paid Yearly Plans:
When you sign up for a paid yearly plan, you are required to self-select your package (e.g., Bronze, Silver or Gold) (together, your “Yearly Plan”) from those posted on our Website based on your anticipated use of the Service. Each Yearly Plan offers different pricing and feature options. Once you select your Yearly Plan, Upfluence will never automatically upgrade or downgrade your Yearly Plan. So, give yourself room to grow if you’ll need it! If you exceed your Yearly Plan usage limits, you will not be able to use these features anymore until the following year and the reset of your quota. You will always have the option to upgrade to a higher tier at any time or to downgrade at a lower tier. If you upgrade during a billing cycle, the change will happen at the beginning of the next billing period. You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier.
When you sign up for a Yearly Plan, you agree to yearly recurring billing, starting on the date you sign up. Billing occurs on the same day each year, based on the date that you started your Yearly Plan. Payments are due for any year on the same or closest date to the day you made your first yearly payment (the “Pay Date”). If any part of a year is included in the Term, then payment is required for the full year. Billing for Yearly Plans may be paused, and you may choose to close your account permanently at any time.
Debit and Credit Cards
As long as you’re a Member with a Monthly or Yearly Plan or otherwise have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and suspend your account until your payment can be processed.
You won’t be entitled to a refund or credit from us under any circumstances. We may, at our sole discretion, offer a refund, discount or credit.
We may change our charges for Trial and Plans, at any time by posting a new pricing structure to our Website or in your account and/or sending you a notification by email.
Proprietary Rights Owned by Us and by You
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service, and you may only use our brand assets according to our Brand Guidelines.
Right to Review Content and Campaigns
We may view, copy, and internally distribute Content from your campaigns and account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to find Members who violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Members and their contacts.
Rules and Abuse
By agreeing to these Terms, you promise to follow these rules:
- You won’t send spam to influencers
- You won’t use purchased, rented, or third-party lists
Upfluence doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you send a campaign that we determine, in our sole discretion, contains either of the following:
- any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
- any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
- an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
- a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
- a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
If you violate any of these rules, then we may suspend or terminate your account.
Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (“EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.
If you collect any personal information pertaining to a minor and store such information within your Upfluence account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.
The software that supports the App (the “Software”) is subject to U.S. Export Control Laws and Regulations. Export laws are set up by the government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of U.S. Export Control Laws and Regulations and any other applicable export laws and regulations (collectively, “Export Control Laws”). Therefore, you agree that you won’t, directly or indirectly through a third party, allow the Software or your Campaigns to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed country as mentioned in any Export Control Laws. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any U.S. government list of prohibited or restricted persons.
It’s important to note that this Section isn’t meant to provide a comprehensive summary of the Export Control Laws that govern Upfluence Inc., the Service, or the Software. You’re using the Software at your own risk, and it’s your responsibility to consult with a legal advisor to make sure your use of the Service and the Software complies with applicable laws.
Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that
(i) you assume full responsibility for any loss that results from your use of the Service;
(ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and
(iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from:
(i) your Content,
(ii) your use of the Service,
(iii) your violation of any laws or regulations,
(iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms,
(v) any misrepresentations made by you, or
(vi) a breach of any representations or warranties you’ve made to us.
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team aren’t responsible for the behavior of any third parties, linked websites, or other Members.
Other Important Stuff
Notice to U.S. Government End Users
The Software and Website, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
- only as Commercial Items,
- with the same rights as all other end users, and
- according to the Terms.
Published and unpublished rights are reserved under the copyright laws of the United States. The manufacturer is Upfluence Inc., 381 Broadway, New-York, NY 10013.
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
These Terms and any Additional Terms you’ve agreed to make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.
Last updated: July 19th, 2019