Terms Of Use

Updated: 5 June 2018

  1. INTRODUCTION

These Terms of Use (the “Terms“) form an agreement between Shout Out Ltd. C.N. 515756542 operating under the brand “Wow Influence”, or any future brand name it may adopt [“WOW“, “we“, “us“, “our“] and you. The term “you” refers to the person or entity visiting the WOW Website and/or Platform (as defined below), browsing or otherwise using the WOW Website and/or Platform. If you are accessing or using the Website and/or Platform on behalf of another person or a corporate entity (for example, if you are an ad agency or a similar entity), you represent and warrant that you have the authority to bind such person or entity to these Terms of Use. The Terms govern your use of and access to (i) the WOW Website located at: www.wowinfluence.com ; (ii) the WOW online platform (the “Platform“) facilitating an “all in one” digital marketplace connecting between marketers (the “Marketers“) wishing to retain persons, companies and/or any other legal entities (the “Influencers“) for the purpose of the marketing of services, products and/or brands via the creation of promotional online media content and/or campaigns (the “Campaign“) to be posted via a Social Networking Services and/or blog; and (iii) any services and/or related technologies provided by WOW via the Platform which provide Marketers with information and demographics of Influencers and their audience and any management tools for running Campaigns on Social Networking services, as well as any and all software, data, reports, text, images, sounds, video, profiles, graphs, tables, analytics, features and content made available through the Platform (the “Services“). By accessing and/or using the Website and/or Platform, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Platform, Services or access the WOW Website. Each time you use the Platform or Services, the then-current version of the Terms will apply. If you are 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 these Terms.

  1. CHANGES TO THE TERMS AND THE PLATFORM

WOW reserves the right to change these Terms at any time without notice, except where prohibited by applicable law. Your continued access to or use of the Platform and/or Services following any changes to these Terms indicates your acceptance of such changes. It is your responsibility to review these Terms regularly.

WOW reserves the right to: (i) discontinue offering, and/or modify the Platform and/or Services at any time; and (ii) change, without notice, any information, material or content (including, but not limited to, features, formats, availability of Influencer profiles, filtering characteristics, notifications, Campaigns descriptions and reviews and/or any other content included or posted on the Platform) contained in on or provided through the Platform (the “Content“) at any time, and from time to time. Any changes to the Platform Fee (as defined herein) will be notified by WOW in advance.

  1. PERMITTED USE OF THE PLATFORM

Marketers

The Platform provides Marketers with the following permitted uses (“Permitted Uses for Marketers“): (i) gathering and filtering of information about Influencers who have profiles on the Platform; (ii) identifying and connecting with Influencers and corresponding with them for the purpose of the creation of Campaigns; (iii) adding existing contacts as Influencers to the Platform in accordance with WOW’s existing procedure, including its acceptance; (iv) reviewing and “grading” Influencers on the Platform; (v) engaging with Influencers for the creation of Campaigns either via the Platform or via a separate agreement (“Campaign Agreement“); (vi) managing of Campaigns; (vii) receiving insights and information with respect to the Campaigns and their outcome, including their influence on customers; and (viii) facilitating the transmission of payments from you to WOW and to the Influencer in accordance with Section 11 (payment) under a Campaign Agreement.

Influencers

The Platform provides Influencers with the following permitted uses and services (“Permitted Uses for Influencers“) (i) enabling Marketers to review your profile and contact you directly for the purpose of initiating a Campaign; (ii)  enabling you to post information regarding yourself, your price list, etc. and to respond to any Campaign proposals; (iii) facilitate communication with Marketers for the purpose of entering into a Campaign Agreement; and (iv) facilitate the transmission of payments to you from the Marketer, through WOW, in accordance with Section 11 (payment) under a Campaign Agreement.

  1. PROHIBITED USE OF THE PLATFORM AND SERVICES

You shall not use the Platform and/or the Services for purposes other than the Permitted Uses specified in Section 2 above, unless you receive WOW’s prior written permission. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

  • copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Platform, Content or the Services;
  • create derivative works based on the Platform or the Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform or the Content;
  • access, monitor or copy any part of the Platform or the Services using any automated means such as robot, spider, scraper or other or any manual process for any purpose without WOW’s express written permission;
  • incorporate the Platform or any part thereof on any commercial or non-commercial website or application;
  • change, modify or attempt to modify (directly or indirectly) the Platform, Content or any Campaigns, nor remove (directly or indirectly) any content, watermarks, labels or other legal or proprietary notices included in the Platform;
  • disable or limit (directly or indirectly) any of the security features or components, such as encryption, that protects the Platform nor attempt to or actually bypass or use any other measures employed to prevent or limit access to the Platform;
  • Post, upload, publish, submit or transmit any Content that: (i) violates, or encourages any conduct that would violate, any applicable law or regulation; (ii) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (iii) is false, fraudulent, misleading or deceptive; (iv) is defamatory, obscene, pornographic, hateful, vulgar or offensive; (v) promotes discrimination or attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. (vi) is harassing, violent, threatening, invades privacy, constitutes predatory behavior, stalking, or reveals other members’ personal information (vii) promotes illegal or harmful activities or substances.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of Content to the Platform.

  1. ELIGIBILITY, REGISTRATION

You must reach the age of majority in your jurisdiction of residence in order to use the Platform, and be at least 13 years of age. By registering in the Platform, you are representing and warranting that all information you submit is truthful and accurate and that you agree to maintain the accuracy of such information. You understand and agree that WOW will use the information you provide in accordance with the terms of the WOW Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms and can be viewed at www.wowinfluence.com. WOW User Accounts (as defined herein) created on the Platform by Marketers or Influencers are not transferable, assignable or resalable under any circumstances without WOW’s prior written consent.

In order to use the Platform and communicate with a Marketer or an Influencer (as applicable), you will be required to register as a “user” using the available interfaces of the Platform and be issued with a username and password login credentials (either a “Marketer User ID” or an “Influencer User ID”, as applicable) (“User Account“). It is your responsibility to keep your User ID secure and you shall not share your User ID with anyone else, and you shall not collect or harvest any personal data of any other user of WOW. WOW reserves the right to disable any User Account issued to you at any time at its sole discretion.

Prior to the creation of a User Account, WOW may request certain information from you as well as request you to fill out a questionnaire in order for WOW to perform its acceptance procedure and, to the extent required, for compliance with applicable law. The acceptance procedure usually takes up to 48 hours from finalizing the registration process by an Influencer or a Marketer.

WOW reserves the right, at its sole discretion, to deny registration of a certain user to the Platform. Furthermore, WOW may deny access to anyone to the Platform or the Services, at any time and for any reason, including, but not limited to, violation of these Terms. You shall cease and desist from any such access or use immediately upon request by WOW.

WOW reserves the right to access your User Account in order to respond to your requests for technical support and to investigate suspicious activity, and pursuant to the Privacy Policy. In addition, WOW reserves the right but not the obligation, to monitor the Platform, Services and Content.

  1. NON CIRCUMVENTION

Influencers and Marketers may not attempt to contact each other or negotiate terms or payment outside of the Platform without notifying WOW. Any attempt to circumvent the Platform may result in various sanctions, including removal from the Platform at WOW’s sole discretion.

  1. REPRESENTATIONS AND WARRANTIES

You represent, warrant and covenant that:

  • (i) you have sufficient authority to enter into these Terms; (ii) your use of WOW’s Platform and/or Services is solely for lawful commercial and business purposes; (iii) you will use the Platform and/or Services in accordance with these Terms and any applicable terms of Social Networking Services (as defined herein); (iv) you will comply with all applicable laws; and (v) you have the necessary rights to provide all  information and/or Creative Works (as defined herein) provided to or posted on the Platform (including all content, data, claims, statements, products and services, Campaigns, titles, links,  URLs and descriptions) for use as described in these Terms.
  • all information and/or Creative Works provided to or posted by you on the Platform does not and will not: (a) violate any law, statute, ordinance, treaty or regulation or WOW policy or guideline; (b) infringe any copyright, patent, trademark, trade secret, video, music performance or other intellectual property right of any third party; (c) breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) advertise any unlawful product or service or unlawful sale of any product or service. Additionally, you agree that all Information will (e) not be false, misrepresentative, deceptive or misleading; (f) not be defamatory, libelous, slanderous, obscene or threatening; (g) not target children under the age of thirteen (13), (h) be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.
  1. GRANT OF LICENSE TO YOU

WOW hereby grants to you, subject to these Terms, a non-exclusive, non-transferable, revocable, non-sublicensable, limited license to use of the Platform exclusively for the Permitted Uses stated above.

  1. GRANT OF LICENSES TO SHOUTOUT

You hereby grant to WOW, subject to these Terms, a perpetual, transferrable, irrevocable, fully paid-up, royalty-free, worldwide and fully sublicensable license to (1) access, use, collect and store any content, information, data, records and files that (i) you transmit, enter or load to the Platform, or (ii) WOW collects subject to your approval including all results from processing such data, including compilations and derivative works thereof; and (2) to use, manage, update and make changes to your Social Networking Services (as defined herein), both solely for the purpose of enabling WOW to provide the Services in accordance with these Terms, complying with applicable law, or as required for WOW’s reasonable audit and data retention policies.

By loading, posting and/or entering content to the Platform, including, any data, ideas, or any other information (collectively, “Creative Works”), you grant WOW 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 Creative Works throughout the world in any media, now known or hereafter devised; and (b) You acknowledge WOW may choose, but is not required, to provide attribution of your Creative Works by using your name for example at its discretion, and that such Creative may be shared with Marketers, Influencers and others using our Platform. You further grant WOW the right to pursue at law any person or entity that violates your or WOW’s rights in the Creative Works by a breach of these Terms. You acknowledge and agree that Creative Works are non-confidential. You are fully responsible for the content of your Creative Works. WOW may exercise its rights (e.g. use, modify publish, delete) to use any Creative Works without any notice to you. WOW is not responsible and assumes no liability for any Creative Works posted or submitted by you. WOW reserves the right, in its sole discretion to determine which Creative Works are published on the Platform.

You acknowledge that you bear sole responsibility for adequate security, protection, and backup of your Creative Works.  WOW will have no liability to you for any unauthorized access or use of any of your Creative Works, or any corruption, deletion, destruction or loss of any of your Creative Works.

WOW may establish general practices and limits concerning use of the Platform and Services, including without limitation the maximum period of time that data or other content will be retained by the Platform and the maximum storage space that will be allotted on WOW’s servers. WOW shall bear no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded to the Platform.

  1. CAMPAIGN AGREEMENTS

The Platform permits Marketers to view Influencer User Accounts and connect with respective Influencers. Influencers may only contact Marketers which have approached them via the Platform. A Marketer may contact an Influencer in order to initiate correspondence for the purpose of offering, discussing or negotiating a Campaign, for the entering into a Campaign Agreement. There may be various types of Campaigns such as predefined deals in which Marketer handpicks a specifically defined deal provided by an Influencer or suggests a certain deal and format or auctions in which a Marketer notifies the Influencers, whom he has filtered via the Platform, with respect to a certain deal, such Influencers propose a price and creative and the Marketer may choose a relevant proposal. A Campaign Agreement may contain (a) a description of the services which an Influencer will provide to the Marketer, (b) payment terms, and (c) details with respect to the Creative Works and who will provide them; (d) any other terms and conditions as communicated between an Influencer and a Marketer through the Platform or otherwise.

Following initial engagement in a Campaign by the Influencer and the Marketer, and deposit of the funds by the Marketer in relation to such Campaign (all in accordance with the payment procedure in Section 11), and once the Campaign terms are accepted by both the Marketer and the Influencer, the Campaign is marked as “ready”, the Marketer and the Influencer shall audit the Creative Works , and such Campaign will be posted via Social Networking Services (as defined herein), blog and/or any other Influencer social media. Such Campaign will then be monitored by the Marketer and once “finished” and its results are approved by the Marketer, the funds shall be released to the Influencer (all in accordance with the payment procedure detailed in Section 11). In the event the Marketer has not approved a Campaign within 14 days from the date the Campaign is finished, the funds shall be released to the Influencer. In case of a dispute, WOW shall serve as a dispute resolution center. Within 14 days from notification by a party to WOW with respect to a specific dispute, WOW shall decide whether such Campaign has reached its end according to the Campaign terms as agreed between the parties.

If you are an Influencer, you understand and agree that: (i) you are performing services for the Marketer, and not WOW, and that WOW is not a party to and will be in no way responsible for the performance of either you or the Marketer under any Campaign Agreement, except for facilitating the transmission of payment from the Marketer to you in accordance with these Terms; and (ii) any content submitted through the Platform pursuant to a Campaign Agreement and accepted by a Marketer shall remain publicly accessible through your social media account(s) (as specified in the Campaign Agreement) for the term as specified in the Campaign Agreement. WOW does not make any representations or warranties of any kind in respect of a Marketer or a Campaign Agreement.

If you are a Marketer you understand and agree that: (i) WOW is not a party to and will be in no way responsible for the performance of either you or the Influencer under any Campaign Agreements, except for facilitating the transmission of payment from you to the Influencer in accordance with these Terms of Use; (ii)  you are engaging the Influencer you choose and not WOW;  and (iii) WOW does not make any representations or warranties of any kind in respect of an Influencer or a Campaign Agreement. You are responsible for managing, inspecting, accepting and paying for services and deliverables provided under a Campaign Agreement in accordance with the terms and conditions thereof.

You agree to act in good faith when negotiating and performing your obligations under a Campaign Agreement.

In the event you enter into a Campaign Agreement other than via the Platform, you agree to notify WOW of the terms of the Campaign Agreement immediately.

  1. PAYMENT /TRANSITION OF PAYMENT

Both the Marketer and the Influencer shall each pay WOW a license fee for the use of the Platform. Such license fee shall be calculated as a percentage [10%, or as otherwise determined and posted by WOW from time to time] from the amount of fees either secured from the Marketer’s balance or secured specifically by the Marketer in connection with a specific Campaign Agreement with respect to a specific Influencer, conditioned upon finalization or resolution of such Campaign (the “Platform Fee”). WOW reserves the right at its sole discretion to adjust the Platform Fee by notifying in advance.

The Platform Fee is non-refundable.

For Marketer:

As further detailed in the transition of payment procedure below, the Platform Fee shall be added to and deposited together with the fees payable in connection with a certain Campaign Agreement. WOW will facilitate the transmission of payments from you to the Influencer in connection with such Campaign Agreement.

You hereby acknowledge that WOW is not your trustee or fiduciary in respect to any transmission of payments it may facilitate to an Influencer in connection with any Campaign Agreements. WOW reserves the right, at its sole discretion, to place a hold on funds, if it determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if WOW is required to cooperate with law enforcement.

If you make any payments in connection with a Campaign Agreement other than through the Platform, you shall pay WOW the Platform Fee within fourteen (14) days of any such payment. The Platform Fee shall be payable by you even if the Influencer fails to perform fully or partially under a Campaign Agreement.

If the balance in the Marketer’s User Account is not enough to cover agreed upon fees in connection with a Campaign Agreement: (i) a charge will be made to the Marketer’s credit card or another preferred payment method for the balance owed, (ii) Marketer agrees to pay all amounts due on its account upon demand, and (iii) WOW reserves the right to either suspend or terminate a Marketer’s User Account, including deletion of Marketer’s User Account and/or any information posted therein from the Platform until the balance is paid in full. If Marketer fails to make payment as set forth herein, Marketer will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by WOW in collecting such amounts.

Marketer agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate, (ii) notify WOW in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Marketer’s username or password, and (iii) notify WOW in writing if its credit card is canceled. Upon termination, suspension or discontinuation of the Platform or Marketer’s participation therein, all outstanding payment obligations incurred by Marketer under the Platform will become immediately due and payable.

All fees may be subject to conversion fees between currencies and shall be payable by the Marketer, if applicable.

If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to these Terms, Marketer shall pay such taxes to ensure that WOW receives the full amount invoiced without offset or deduction.

Transition of Payment Procedure:

A Marketer may choose to deposit either a certain amount of fee at his discretion or a specific amount of fee in connection with a certain Campaign Agreement with respect to a specific Influencer. The fee deposited shall be no less than the minimum amount of fee required to be paid in connection with a certain Campaign Agreement and shall include the Platform Fee, transaction fees (in accordance with the payment method you choose) (“Transaction Fees“) and conversion fees if applicable. After the Campaign is finished, WOW shall issue the Marketer an invoice which shall detail: (i) the Platform Fee; (ii) the amount of fees paid to the Influencer (“Influencer Fees“); (iii) any Transaction Fees; and (iv) conversion fees if applicable (together, the “Fees”).

Subject to there being no dispute over the Fees, or, following finalization of the dispute resolution by WOW, the Marketer shall choose to either: (i) issue WOW a tax invoice; or (ii) request that WOW shall issue a self-invoice.

Following the issuance of such invoice as per the above, the Influencer Fees shall appear in the Influencer’s balance in his User Account.

For Influencer:

 Influencer Fees

WOW facilitates the transmission of the Influencer Fees from the Marketer to you in connection with a Campaign Agreement. WOW may in its sole discretion deduct from the Influencer Fees the amounts that are payable to WOW in connection with such Campaign Agreement, which shall include the Platform Fee payable by the Influencer, Transaction Fees and conversion fees if applicable.

Withdrawal of Influencer Fees:

Withdrawal of balance by Influencer from his User Account is subject to the Influencer: (i) choosing the method of payment; (ii) fulfilling any applicable tax obligations and/or forms; and (iii) choosing between sending an invoice to WOW or allowing WOW to issue a self-invoice. The Influencer Fees shall be subject to Transaction Fees in accordance with the withdrawal method chosen by the Influencer. The Influencer Fees shall be transferred to the Influencer by WOW within 30 days from fulfillment in full by the Influencer of subsections (i) and (ii) above.

  1. INTELLECTUAL PROPERTY, TRADEMARKS AND COPYRIGHTS

    • You acknowledge that the Platform and Services are protected by intellectual property laws. You further acknowledge that all right, title and interest therein belong to and are the exclusive property of WOW or its licensors (if any), and WOW retains all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Platform, Content, Services and the Creative Works in whole or in part, by any means, except as expressly authorized under these Terms or as authorized in writing by WOW.
    • All WOW, www.wowinfluence.com, and Platform graphics, logos, designs, pictures, illustrations, artwork, video, music, page headers, button icons, scripts, and service names are unregistered trademarks, trade names or trade dress of WOW (collectively, “Trademarks”). WOW’s Trademarks may not be used, including as part of Trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. Nothing on the site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed thereon without the WOW’s prior written permission, except as otherwise described herein. All proprietary rights and goodwill in WOW’s Trademarks shall inure to the benefit of WOW. The WOW site and all of their content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the State of Israel and other countries. WOW reserves all rights not expressly granted in and to the site and its content.
  2. TERM AND TERMINATION

WOW reserves the right to terminate your access to and use of the Platform and/or Services at any time, at its sole discretion, and without notice to you. You may cancel your Account at any time by sending an email to us at support@wowinfluence.com. Upon any termination, suspension, discontinuation or cancellation of Services or your User Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, Section 4 (Prohibited Use of the Platform and Services), 7 (Representations and Warranties), 11 (Payment), 12 (Trademarks and Copyrights), 14 (Indemnification), 16 (Limitation of Liability), 19 (Notices) and 20 (Governing Law).

  1. INDEMNIFICATION

Influencers and Marketers each agree to indemnify and hold harmless WOW its affiliates (as applicable) and their officers, directors, licensors, organizations, licensees, consultants, contractors, agents, attorneys, employees, owners, third party service providers and their respective officers, directors, agents, affiliates, and employees (each, a “WOW Entity” and collectively, the “WOW Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from: (i) your Creative Works and/or any Content (including Social Networking Services content) and any use of such; (ii) your use of the Platform and/or Service; (iii) any breach by you of these Terms; any breach by you of the warranties provided under these Terms; (iv) any failure or breach to perform under a Campaign Agreement, or any applicable agreement in connection therewith; (v) breach by you of any applicable law including any rights of third parties (including any intellectual property rights); or (v) breach of any terms of Social Networking Services. You agree to be solely responsible for defending any Claim against or suffered by WOW and/or any WOW Entity, subject to WOW and/or the WOW Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against WOW, and/or any WOW Entity provided that you will not agree to any settlement that imposes any obligation or liability on WOW and/or a WOW Entity without WOW’s prior express written consent.

  1. WARRANTY DISCLAIMER

The Platform or Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by WOW or by third-party providers, or because of other causes beyond WOW’s reasonable control. You expressly agree that the Platform and Services are available on an “AS IS” basis, without warranty of any kind, express or implied, and that your use thereof is at your own risk. without limiting the generality of the foregoing, WOW disclaims to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchantability, title or fitness for a particular purpose, (ii) warranties against infringement of any third party intellectual property or proprietary rights including but not limited  trademarks, patents etc. (iii)  warranties relating to the transmission or delivery of the service or the WOW website, (iv) warranties relating to the accuracy, completeness or correctness of data, and any other warranties otherwise relating to performance, nonperformance, or other acts or omissions by WOW. Further, and without limiting the generality of any of the foregoing, there is no warranty that the service or the WOW website or Platform or any part thereof will be uninterrupted, timely, secure, error-free or virus-free or will meet your needs or requirements or the needs or requirements of any other person. in addition, you acknowledge and agree that WOW’s warranty does not cover telecommunications or internet outages caused by third parties or otherwise outside of WOW’s control. The Services may be limited by various factors, including inherent risks of the internet.

Any Content displayed on the WOW website or Platform are intended only as general guidelines, and WOW does not guarantee the accuracy of any such information or Content. WOW makes no guarantee with respect to the availability of specific businesses, campaigns or types of campaigns.

Certain jurisdictions do not allow the exclusion or limitation of certain damages or implied warranties, therefore, the above limitations may not apply to you. in such jurisdictions, WOW’s liability is limited to the fullest extent permitted by law.

  1. LIMITATION OF LIABILITY

IN NO EVENT SHALL WOW OR ANY WOW ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES ARISING OUT OF OR IN CONNECTION WITH, THESE TERM, THE SERVICES OR ANY AGREEMENT ENTERED INTO IN CONNECTION THEREWITH.

THE FOREGOING LIMITATIONS SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WOW OR ANY WOW ENTITY OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF WOW IN CONNECTION WITH OR UNDER THESE TERMS, INCLUDING FROM AN AGREEMENT IN CONNECTION WITH THE SERVICES OR PLATFORM, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM OR THE CONTENT THEREIN, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE SERVICES AND THE PLATFORM, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE PLATFORM, ITS CONTENT OR THE SERVICES EXCEED THE AMOUNT OF FEES PROVIDED BY MARKETER TO WOW IN CONNECTION WITH A CERTAIN CAMPAIGN AGREEMENT AND NOT MORE THAN 10,000 USD IN ANY CASE. THE EQUIVALENT IN LOCAL CURRENCY. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, WOW’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

THE LIMITATIONS ABOVE REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  1. THIRD PARTY WEBSITES/SOCIAL NETWORKING SERVICES

The Platform or Services may provide, links or other access to third party sites and resources on the Internet. WOW has no control over such sites and resources and WOW is not responsible for anything contained therein or any result from use thereof.  WOW does not endorse the information contained on any third party sites or guarantee their completeness, currency, timeliness, non-infringement, quality, accuracy, reliability, merchantability or fitness for any purpose. You acknowledge and agree that WOW will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such third-party site or resource. If you choose to access any such third-party site, you do so entirely at your own risk.

The Platform may enable Influencers to link their User Account with a various valid online third-party services, such as social media and with the following social media networking services: Facebook, YouTube, Twitch, and Twitter (“Social Networking Services”). By enabling WOW such access, management and/or integration of these Social Networking Services into the Platform or Services, as is permitted under the applicable terms and conditions that govern your use of each Social Networking Service, you represent that you are entitled to grant WOW access to your Social Networking Services without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating WOW to pay any fees or making WOW subject to any usage limitations imposed by such third-party service providers. As part of such access and integration, the Social Networking Services will provide us with access to certain information and we will use, store and disclose such information so that it may be available on and through the Platform, subject to the privacy settings that you have set in the integration related to such Social Networking Services, in accordance with our Privacy Policy. For more information about the implications of activating these Social Networking Services and WOW’s use, storage and disclosure of information related to you and your use of the Services, please see our Privacy Policy at www.wowinfluence.com . However, in case you are an Influencer, you acknowledge that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and WOW shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, WOW is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, WOW is not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance by an Influencer or a Marketer on any such Social Networking Services. WOW enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation. In case a Social Networking Service or associated service becomes unavailable or WOW’s access to such Social Networking Service is terminated by the third-party service provider, then such Social Networking Service content will no longer be available on and through the Platform. You may disable the connection between your User Account and your Social Networking Service at any time by accessing the “Settings” section.

WOW DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY ANY SOCIAL NETWORKING SERVICES IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH SOCIAL NETWORKING SERVICES.YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR SOCIAL NETWORKING SERVICES IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH SOCIAL NETWORKING SERVICES, AND WOW MAKES NO EFFORT TO REVIEW ANY SOCIAL NETWORKING SERVICES CONTENT FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, FOR ACCURACY, LEGALITY OR NON-INFRINGEMENT, AND WOW IS NOT RESPONSIBLE FOR ANY CONTENT INCLUDED THEREIN. WOW DOES NOT GUARANTEE THAT ITS SERVICES WILL ALWAYS INCLUDE A CONNECTION TO SUCH SOCIAL NETWORKING SERVICES.

  1. GEOGRAPHIC APPLICATION OF THE PLATFORM

Not all of the Services provided 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.

  1. NOTICES

WOW may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to WOW. It is your responsibility to ensure that your e-mail address and any other contact information you provide to WOW is updated, current and correct. It is your responsibility to also check these Terms to see if there has been a modification. All notices to WOW shall be sent via recognized overnight courier or certified mail, return receipt requested, to www.wowinfluence.com Att: Legal Notices.

  1. GOVERNING LAW

This Agreement shall be governed by and interpreted under the laws of the State of Israel without regard to its conflicts of laws provisions. You agree to submit to the exclusive jurisdiction of the courts located in Tel-Aviv Jaffa, IL.

  1. ELECTRONIC SIGNATURES EFFECTIVE

This Agreement is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by using Platform and Services. Please print and save a copy of this Agreement for your records.

  1. MISCELLANEOUS

    • Entire Agreement. This Agreement constitutes is the entire agreement between us for the use of the WOW Website, Platform, and Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
    • Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    • No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
    • No Waiver. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Terms is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Terms, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Terms and has like economic effect.
    • Precedence. In the event of a conflict between the terms of these Terms and a Campaign Agreement in connection with the Platform or Services, the terms of the specific Campaign Agreement shall control, but only as to that specific Campaign Agreement.
    • Relationship of the Parties. The parties are independent contractors and nothing in the Terms shall be construed to create, evidence, or imply any agency, employment or joint venture between the parties. Neither Marketer nor Influencer are employees of WOW. Neither WOW, Marketer nor Influencer shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party.