Terms of Service
Welcome to Megfluence and our Terms of Service (these “Terms”). These Terms are important and affect your legal rights, so please read them carefully.
By accessing or using the websites, mobile applications, platforms, portals, or blogs (collectively, the “Sites”) provided by Megfluence or its parent company or our subsidiaries or other affiliates (collectively, “Megfluence,” “we,” “us” or “our”) that link to these Terms, you acknowledge that you have read, understood and agreed to be bound by these Terms and all of the terms incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Sites or order, receive or use the services made available through the Sites (collectively, the “Services”).
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.
Megfluence reserves the right to revise these Terms at any time by updating this posting with or without notice. By continuing to access or use the Sites or order, receive or use Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms of service that apply when you access or use the Sites or order, receive or use the Services. If you do not agree to the revised Terms, you may not access or use the Sites or order, receive or use the Services. By agreeing to these Terms it also constitutes your agreement to the Sites Cancellation Policy, Refund Policy, Mutual Non-Disclosure Policy, and Privacy Policy, which are incorporated herein.
We grant you a personal, limited, non-transferable non-exclusive, license to access and use the Sites. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Sites and to change, suspend or discontinue any aspect of the Sites and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Sites or restrict your access to part, or all, of the Sites without notice or penalty. Your continued use of the Sites will constitute your acceptance of any such changes.
1. Use of the Sites
You may use the Sites only for your own noncommercial use and in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading or posting of information and are responsible for the consequences of such communications to the Sites. Any other use of the Sites requires the prior written consent of Megfluence. You may not otherwise copy, modify, or distribute the contents of the Sites without the express written permission of Megfluence. You may not modify, publish, transmit, participate in the transfer or sell, create derivative works from, or in any way exploit, any of the content, in whole or in part, found on the Sites.
We require all Members to agree not to use the Sites, and specifically prohibit any use of the Sites, for any of the following purposes:
Posting, communicating or transmitting any material that infringes on any intellectual property, publicity or privacy right of another person or entity
Posting any information which is untrue, inaccurate or not your own
Engaging in conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law or regulation
Attempting to interfere in any way with Megfluence’s network security, or attempting to use the Sites’ service to gain unauthorized access to any other computer system
You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Sites. Further, you may not use any such automated means to manipulate the Sites, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Sites or any other user's use of the Sites, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Sites, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Sites within another web site. You may not resell use of, or access to, the Sites to any third party without our prior written consent.
2. Registration and Passwords
In order to access certain services on the Sites, you will be required to provide specific information. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, please read our Privacy Policy.
3. Additional Terms of Service
You agree that additional terms of service may apply to specific products, services, orders or your use of certain portions of the Sites (“Additional Terms”), which Additional Terms are made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall control.
4. Sites not for Minors
The Sites are available to registered and unregistered users who are 18 years old and older and who have not been suspended or removed by Megfluence for any reason (each a “Member”). We reserve the right to revoke your ability to access the products and services offered on the Sites for any reason at any time including as a result of a violation of these Terms or the Privacy Policy, without notice. If you are a minor, you must obtain the consent of your parent or legal guardian to use the Sites and agree to these Terms. Use of the Sites is void where prohibited by law.
5. Fraud Protection
As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any accounts or refuse service to certain accounts due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.
6. Service Subscriptions
As part of its suite of services, Megfluence offers some subscription based services. These services have several types of rebillable service subscriptions (“Service Subscriptions”): prepaid monthly subscriptions (“Monthly Subscriptions”); prepaid three-month subscriptions (“Three-Month Subscriptions”); prepaid six-month subscriptions (“Six-Month Subscriptions”); and prepaid twelve-month subscriptions (“Twelve-Month Subscriptions”).
By purchasing a Service Subscription, you expressly acknowledge and agree that (a) your subscription has an initial and recurring payment feature, Megfluence (or our third party payment processor) is authorized to automatically charge your payment method monthly, every three-months, every six-months, or every twelve-month at the then-current service subscription rate for your subscription as long as your subscription continues, and (b) your subscription is continuous and will be automatically extended for successive periods until you cancel it.
You may cancel a Service Subscription at any time, by logging into your member account portal or emailing us at support@megfluence.com and following the cancellation instructions. The cancellation of a Service Subscription should be made before your next anniversary billing date. If you cancel your subscription after your next anniversary billing date your cancellation will be effective for the following service term. If you cancel, you may use your service subscription until the end of your then-current service subscription term. Megfluence shall submit it's service subscription charges according to the details of the products and services you've selected without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Megfluence reasonably could act.
In the event you cancel your service subscription, please note that we may still send you promotional communications about Megfluence, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
7. Service Payments
Megfluence requires and collects pre-payment for the majority of its suite of services. By purchasing Services from Megfluence you agree to the timelines needed and required by Megfluence to deliver on such services, as determined by Megfluence.
In certain cases, and with larger contracted projects, Megfluence may choose to collect only a percentage of the total work order invoice payment before commencement of any work and collect the remaining balance of the work order invoice payment after completion of the entire project. Such cases, and the exact method and percentage of billing and payments required before and after completion of a project, is at the full discretion of Megfluence.
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice.
8. Free Trials
From time to time, to the extent legally permitted, we may offer free trials of certain service subscriptions for specified periods of time without full payment. If we offer you a free trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial or at registration.
ONCE YOUR FREE TRIAL ENDS, WE (OR OUR THIRD PARTY PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SERVICE SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SERVICE SUBSCRIPTION ARE DESCRIBED IN SECTIONS 5.1 ABOVE. PLEASE NOTE THAT YOU MAY NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
We reserve the right to revoke your service subscription at any time as a result of a violation of these Terms or the Privacy Policy. Membership is void where prohibited by law.
9. Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third party payment processor) to charge your payment method for the total amount of your service subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order and all relevant services may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Megfluence account, you can do so at any time by emailing support@megfluence.com. You acknowledge that the amount billed may vary due to promotional offers, changes to your service subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.
10. Refunds and Credits
Unless approved in writing by an Megfluence manager, there are no refunds, credits, or adjustments, of any kind, for any service subscription, service, product or other purchase. In the specific case of service subscriptions, regardless of whether the services provided in any service subscription are used or not, no service subscription is refundable, creditable or adjustment under any theory of service roll-over, unused credits, unused services or any other similar theories.
In certain cases, and only at the sole discretion of Megfluence, we will provide account credits and/or refunds to clients for any work Megfluence has agreed to service where such work has failed to meet the requirements and/or standards, as set and determined by Megfluence, and at least one re-attempt at remedy of the work service has also failed.
11. Agencies and Professional Services Firms
As part of the Megfluence suite of services you may be referred and matched with 3rd party agencies, contractors, and professional services firms. Per your relevant service plan, you may receive discounts of up to twenty (20) percent from participating Megfluence partner agencies, contractors, and professional services firms. Such discounts are valid only if you have and maintain an active, paid, and relevant service plan with Megfluence that offers such discounts.
Under no circumstance will Megfluence, or any of its agents, be responsible for any dispute between you and a 3rd party agency, contractor, or professional services firm regarding any matter including but not limited to disputes of work quality, work timeline, work performance, work guarantees, or billing contracted between you and such 3rd party.
12. Proprietary Rights
You acknowledge and agree that the content (other than content that may be submitted by Members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Sites are the property of Megfluence or our licensors and are protected by copyright, trademark and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify or create derivative works from any content or materials on the Sites. Megfluence and the Megfluence logo are registered trademarks of Megfluence. All other trademarks are the property of their respective owners. All of our Sites’ content is Copyright Megfluence. All rights reserved. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Sites. All rights not granted under these Terms are reserved by Megfluence.
13. Work Product Ownership
Upon receipt of full payment from you for services rendered by Megfluence, any and all corresponding work product produced by Megfluence for you, shall be your sole and exclusive property. Any work product produced by Megfluence for you shall remain the sole and exclusive property of Megfluence until all relevant invoices have been paid.
14. Content Warranty
You represent and warrant that (a) you have all rights and authorizations necessary to grant the rights and licenses set forth herein; (b) you shall not provide Megfluence with any content that infringes on the Intellectual Property Rights or any other rights of any third party, including without limitation any rights of publicity or privacy; (c) none of the your content contains any viruses, trojan horses, time bombs or other harmful or malicious code; (d) none of your content violates any applicable law, statute, ordinance, regulation, or legal terms of any provider or channel or is defamatory, libelous, unlawfully threatening, unlawfully harassing, obscene, pornographic, or indecent; and (e) if any of your content, or portion thereof, requires any clearance of rights from any third party for use as contemplated herein, you have obtained that clearance.
15. Disclaimers
You assume all responsibility and risk with respect to your use of the Sites and any Products or Services received through the Sites. THE SITES, AND ALL CONTENT, MERCHANDISE, SERVICES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THIS SITES OR A “LINKED” SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, MEGFLUENCE DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SITES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE OR THE APP WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Megfluence makes no warranties of any kind regarding any non-Megfluence sites to which you may be directed or hyperlinked from this Sites. Hyperlinks are included solely for your convenience, and Megfluence makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-Megfluence sites. Megfluence does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Sites.
16. Indemnification
You agree to indemnify, hold harmless, and defend Megfluence, its parent, subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, costs and expenses of defense, including attorneys’ fees, in any way arising from or related to your use of the Sites, your violation of these Terms or the Privacy Policy, content posted to the Sites by you, or your violation of any law or the rights of a third party.
17. Limitation of Liability
IN NO EVENT SHALL Megfluence, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THE SITES BE LIABLE TO ANY USER OF THE SITES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF MEGFLUENCE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF MEGFLUENCE, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THESE SITES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THESE SITES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO MEGFLUENCE IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY. Megfluence is not liable for any harms inflicted on an individual or business that may result from the services that are sold on the Sites. You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Sites. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users.
18. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree that you will abide by these Terms and will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Use or attempt to use another user’s account without authorization from such user and Megfluence;
Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Sites;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites that you are not authorized to access;
Develop any third party applications that interact with User Content or the Sites without our prior written consent;
Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
Bypass or ignore instructions contained in the robots.txt file, accessible at www.megfluence.com/robots.txt, that controls all automated access to the Sites; or
Use the Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
19. Dispute resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MEGFLUENCE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
19.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Megfluence agree (a) to waive your and Megfluence’s respective rights to have any and all Disputes arising from or related to these Terms, or the Sites, Content, Services or Products, resolved in a court, and (b) to waive your and Megfluence's respective rights to a jury trial. Instead, you and Megfluence agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
19.2. No Class Arbitrations, Class Actions or Representative Actions
You and Megfluence agree that any Dispute arising out of or related to these Terms or the Sites, Content or Services is personal to you and Megfluence and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Megfluence agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Megfluence agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
19.3. Federal Arbitration Act
You and Megfluence agree that these Terms affect interstate commerce and that the enforceability of this Section 19 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
19.4. Notice; Informal Dispute Resolution
You and Megfluence agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Megfluence shall be sent by certified mail or courier to Megfluence, Attn: General Counsel, 1212 Broadway Plaza Suite 13, Walnut Creek, CA 94596. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Megfluence account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Megfluence cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Megfluence may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding or, to the extent specifically provided for in Section 19.1, file a claim in court.
19.5. Process
Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Megfluence agree that any Dispute must be commenced or filed by you or Megfluence within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Megfluence will no longer have the right to assert such claim regarding the Dispute). You and Megfluence agree that (a) any arbitration will occur in the State of California, County of Contra Costa, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Contra Costa, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
19.3.6. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
19.3.7. Rules of JAMS
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
19.3.8. Severability
If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2. are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
19.3.9. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by writing to: Megfluence, Attn: General Counsel, 1212 Broadway Plaza, Suite 13, Walnut Creek, CA 94596. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve any Disputes directly with Megfluence outside of any court of jurisdiction.
20. No Waiver of Rights
The failure of Megfluence to partially or fully exercise any rights or the waiver of Megfluence of any breach of these terms of service by you shall not prevent a subsequent exercise of such right by Megfluence or be deemed a waiver by Megfluence of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Megfluence under these Terms and any other applicable agreement between you and Megfluence shall be cumulative, and the exercise of any such right or remedy shall not limit Megfluence’s right to exercise any other right or remedy.
21. Governing Law and Venue
These Terms, your access to and use of the Sites and your order, receipt and use of the Products and Services shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Contra Costa.
22. Termination
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sites and to order, receive and use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
23. Severability
If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
24. Survival
All sections of these Terms that extend beyond any expiration or termination of these Terms, shall survive the expiration or termination of these Terms and the termination of your Megfluence account.
25. Successors and Assigns
The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
26. Non-Solicitation
You agree not to, without the prior written consent of Megfluence, at any time during your use of the Sites or Services and for a period of five (5) years after receiving the most recent service, directly or indirectly, solicit for employment, or endeavor to employ or to retain as an independent contractor or agent, any person who is an employee, independent contractor or agent of Megfluence.
27. Assignment
Megfluence may at any time assign this Agreement and its rights and obligations hereunder in whole, or in part, to any corporation or other entity with or into which Megfluence may hereafter merge or consolidate or to which the Megfluence may transfer all or some of its assets.
28. Miscellaneous
These Terms constitute the entire agreement between you and Megfluence relating to your access to and use of the Sites and your order, receipt and use of Products and Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Megfluence. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Megfluence’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
29. Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
30. Non-Disclosure Policy
Please refer to our Mutual Non-Disclosure Policy for information about how we protect information about you and your business.
31. Contact Information
Should you have any questions regarding these Terms you may email us at support@megfluence.com, call us at 888-398-2033, or write to us at the address posted below.
Megfluence
1212 Broadway Plaza Suite 13
Walnut Creek CA 94596
By accessing or using the websites, mobile applications, platforms, portals, or blogs (collectively, the “Sites”) provided by Megfluence or its parent company or our subsidiaries or other affiliates (collectively, “Megfluence,” “we,” “us” or “our”) that link to these Terms, you acknowledge that you have read, understood and agreed to be bound by these Terms and all of the terms incorporated herein by reference. If you do not agree to these Terms, you may not access or use the Sites or order, receive or use the services made available through the Sites (collectively, the “Services”).
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or such entity violates these Terms.
Megfluence reserves the right to revise these Terms at any time by updating this posting with or without notice. By continuing to access or use the Sites or order, receive or use Services, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms of service that apply when you access or use the Sites or order, receive or use the Services. If you do not agree to the revised Terms, you may not access or use the Sites or order, receive or use the Services. By agreeing to these Terms it also constitutes your agreement to the Sites Cancellation Policy, Refund Policy, Mutual Non-Disclosure Policy, and Privacy Policy, which are incorporated herein.
We grant you a personal, limited, non-transferable non-exclusive, license to access and use the Sites. We reserve the right, in our sole discretion and without notice to you, to revise the products and services available on the Sites and to change, suspend or discontinue any aspect of the Sites and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the Sites or restrict your access to part, or all, of the Sites without notice or penalty. Your continued use of the Sites will constitute your acceptance of any such changes.
1. Use of the Sites
You may use the Sites only for your own noncommercial use and in compliance with these Terms. You are responsible for your own communications, including the transmission, uploading or posting of information and are responsible for the consequences of such communications to the Sites. Any other use of the Sites requires the prior written consent of Megfluence. You may not otherwise copy, modify, or distribute the contents of the Sites without the express written permission of Megfluence. You may not modify, publish, transmit, participate in the transfer or sell, create derivative works from, or in any way exploit, any of the content, in whole or in part, found on the Sites.
We require all Members to agree not to use the Sites, and specifically prohibit any use of the Sites, for any of the following purposes:
Posting, communicating or transmitting any material that infringes on any intellectual property, publicity or privacy right of another person or entity
Posting any information which is untrue, inaccurate or not your own
Engaging in conduct that would constitute a criminal offense or give rise to civil liability or otherwise violate any law or regulation
Attempting to interfere in any way with Megfluence’s network security, or attempting to use the Sites’ service to gain unauthorized access to any other computer system
You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Sites. Further, you may not use any such automated means to manipulate the Sites, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Sites or any other user's use of the Sites, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Sites, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms. You may not frame portions of the Sites within another web site. You may not resell use of, or access to, the Sites to any third party without our prior written consent.
2. Registration and Passwords
In order to access certain services on the Sites, you will be required to provide specific information. All information about you must be truthful, and you may not use any aliases or other means to mask your true identity. Any access codes or passwords provided should be safeguarded at all times. You are responsible for the security of your access codes and passwords and will be solely liable for any use or unauthorized use under such access codes or passwords. We may suspend or terminate your access at any time with or without notice. To understand how we use information collected from you, please read our Privacy Policy.
3. Additional Terms of Service
You agree that additional terms of service may apply to specific products, services, orders or your use of certain portions of the Sites (“Additional Terms”), which Additional Terms are made part of these Terms by reference. If there is a conflict between these Terms and the Additional Terms, the Additional Terms shall control.
4. Sites not for Minors
The Sites are available to registered and unregistered users who are 18 years old and older and who have not been suspended or removed by Megfluence for any reason (each a “Member”). We reserve the right to revoke your ability to access the products and services offered on the Sites for any reason at any time including as a result of a violation of these Terms or the Privacy Policy, without notice. If you are a minor, you must obtain the consent of your parent or legal guardian to use the Sites and agree to these Terms. Use of the Sites is void where prohibited by law.
5. Fraud Protection
As part of our order processing procedures, we may screen received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process an order due to suspected fraud or unauthorized or illegal activity. If we suspect fraudulent, unauthorized or illegal activity, we may reject your order or we may contact you at the phone number or email address you provided to confirm your order. We also reserve the right to cancel any accounts or refuse service to certain accounts due to suspected fraud or unauthorized or illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity.
6. Service Subscriptions
As part of its suite of services, Megfluence offers some subscription based services. These services have several types of rebillable service subscriptions (“Service Subscriptions”): prepaid monthly subscriptions (“Monthly Subscriptions”); prepaid three-month subscriptions (“Three-Month Subscriptions”); prepaid six-month subscriptions (“Six-Month Subscriptions”); and prepaid twelve-month subscriptions (“Twelve-Month Subscriptions”).
By purchasing a Service Subscription, you expressly acknowledge and agree that (a) your subscription has an initial and recurring payment feature, Megfluence (or our third party payment processor) is authorized to automatically charge your payment method monthly, every three-months, every six-months, or every twelve-month at the then-current service subscription rate for your subscription as long as your subscription continues, and (b) your subscription is continuous and will be automatically extended for successive periods until you cancel it.
You may cancel a Service Subscription at any time, by logging into your member account portal or emailing us at support@megfluence.com and following the cancellation instructions. The cancellation of a Service Subscription should be made before your next anniversary billing date. If you cancel your subscription after your next anniversary billing date your cancellation will be effective for the following service term. If you cancel, you may use your service subscription until the end of your then-current service subscription term. Megfluence shall submit it's service subscription charges according to the details of the products and services you've selected without further authorization from you, until you provide prior notice that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Megfluence reasonably could act.
In the event you cancel your service subscription, please note that we may still send you promotional communications about Megfluence, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
7. Service Payments
Megfluence requires and collects pre-payment for the majority of its suite of services. By purchasing Services from Megfluence you agree to the timelines needed and required by Megfluence to deliver on such services, as determined by Megfluence.
In certain cases, and with larger contracted projects, Megfluence may choose to collect only a percentage of the total work order invoice payment before commencement of any work and collect the remaining balance of the work order invoice payment after completion of the entire project. Such cases, and the exact method and percentage of billing and payments required before and after completion of a project, is at the full discretion of Megfluence.
All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice.
8. Free Trials
From time to time, to the extent legally permitted, we may offer free trials of certain service subscriptions for specified periods of time without full payment. If we offer you a free trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial or at registration.
ONCE YOUR FREE TRIAL ENDS, WE (OR OUR THIRD PARTY PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SERVICE SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SERVICE SUBSCRIPTION ARE DESCRIBED IN SECTIONS 5.1 ABOVE. PLEASE NOTE THAT YOU MAY NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
We reserve the right to revoke your service subscription at any time as a result of a violation of these Terms or the Privacy Policy. Membership is void where prohibited by law.
9. Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third party payment processor) to charge your payment method for the total amount of your service subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order and all relevant services may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Megfluence account, you can do so at any time by emailing support@megfluence.com. You acknowledge that the amount billed may vary due to promotional offers, changes to your service subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.
10. Refunds and Credits
Unless approved in writing by an Megfluence manager, there are no refunds, credits, or adjustments, of any kind, for any service subscription, service, product or other purchase. In the specific case of service subscriptions, regardless of whether the services provided in any service subscription are used or not, no service subscription is refundable, creditable or adjustment under any theory of service roll-over, unused credits, unused services or any other similar theories.
In certain cases, and only at the sole discretion of Megfluence, we will provide account credits and/or refunds to clients for any work Megfluence has agreed to service where such work has failed to meet the requirements and/or standards, as set and determined by Megfluence, and at least one re-attempt at remedy of the work service has also failed.
11. Agencies and Professional Services Firms
As part of the Megfluence suite of services you may be referred and matched with 3rd party agencies, contractors, and professional services firms. Per your relevant service plan, you may receive discounts of up to twenty (20) percent from participating Megfluence partner agencies, contractors, and professional services firms. Such discounts are valid only if you have and maintain an active, paid, and relevant service plan with Megfluence that offers such discounts.
Under no circumstance will Megfluence, or any of its agents, be responsible for any dispute between you and a 3rd party agency, contractor, or professional services firm regarding any matter including but not limited to disputes of work quality, work timeline, work performance, work guarantees, or billing contracted between you and such 3rd party.
12. Proprietary Rights
You acknowledge and agree that the content (other than content that may be submitted by Members), materials, text, images, videos, graphics, trademarks, logos, button icons, music, software and other elements available on the Sites are the property of Megfluence or our licensors and are protected by copyright, trademark and/or other proprietary rights and laws. You agree not to sell, license, rent, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, modify or create derivative works from any content or materials on the Sites. Megfluence and the Megfluence logo are registered trademarks of Megfluence. All other trademarks are the property of their respective owners. All of our Sites’ content is Copyright Megfluence. All rights reserved. Except as expressly set forth in these Terms, no license is granted to you and no rights are conveyed by virtue of accessing or using the Sites. All rights not granted under these Terms are reserved by Megfluence.
13. Work Product Ownership
Upon receipt of full payment from you for services rendered by Megfluence, any and all corresponding work product produced by Megfluence for you, shall be your sole and exclusive property. Any work product produced by Megfluence for you shall remain the sole and exclusive property of Megfluence until all relevant invoices have been paid.
14. Content Warranty
You represent and warrant that (a) you have all rights and authorizations necessary to grant the rights and licenses set forth herein; (b) you shall not provide Megfluence with any content that infringes on the Intellectual Property Rights or any other rights of any third party, including without limitation any rights of publicity or privacy; (c) none of the your content contains any viruses, trojan horses, time bombs or other harmful or malicious code; (d) none of your content violates any applicable law, statute, ordinance, regulation, or legal terms of any provider or channel or is defamatory, libelous, unlawfully threatening, unlawfully harassing, obscene, pornographic, or indecent; and (e) if any of your content, or portion thereof, requires any clearance of rights from any third party for use as contemplated herein, you have obtained that clearance.
15. Disclaimers
You assume all responsibility and risk with respect to your use of the Sites and any Products or Services received through the Sites. THE SITES, AND ALL CONTENT, MERCHANDISE, SERVICES, AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THIS SITES OR A “LINKED” SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY. SPECIFICALLY, BUT WITHOUT LIMITATION, MEGFLUENCE DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SITES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SITE OR THE APP WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THIS SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Megfluence makes no warranties of any kind regarding any non-Megfluence sites to which you may be directed or hyperlinked from this Sites. Hyperlinks are included solely for your convenience, and Megfluence makes no representations or warranties with regard to the accuracy, availability, suitability or safety of information provided in such non-Megfluence sites. Megfluence does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on the Sites.
16. Indemnification
You agree to indemnify, hold harmless, and defend Megfluence, its parent, subsidiaries, divisions, and affiliates, and their respective officers, directors, employees, agents and affiliates from any and all claims, liabilities, damages, costs and expenses of defense, including attorneys’ fees, in any way arising from or related to your use of the Sites, your violation of these Terms or the Privacy Policy, content posted to the Sites by you, or your violation of any law or the rights of a third party.
17. Limitation of Liability
IN NO EVENT SHALL Megfluence, ITS PARENT COMPANY, SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION ON THE SITES BE LIABLE TO ANY USER OF THE SITES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE SITES, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF MEGFLUENCE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF MEGFLUENCE, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THESE SITES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THESE SITES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO MEGFLUENCE IN CONNECTION WITH THE EVENT GIVING RISE TO SUCH LIABILITY. Megfluence is not liable for any harms inflicted on an individual or business that may result from the services that are sold on the Sites. You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Sites. Because some states do not allow limitations on implied warranties or the exclusion or limitation of certain damages, all of the above disclaimers or exclusions may not apply to all users.
18. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree that you will abide by these Terms and will not:
Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
Use or attempt to use another user’s account without authorization from such user and Megfluence;
Use the Sites in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Sites or that could damage, disable, overburden or impair the functioning of the Sites in any manner;
Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Sites;
Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Sites that you are not authorized to access;
Develop any third party applications that interact with User Content or the Sites without our prior written consent;
Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Sites, extract data or otherwise interfere with or modify the rendering of Site pages or functionality;
Bypass or ignore instructions contained in the robots.txt file, accessible at www.megfluence.com/robots.txt, that controls all automated access to the Sites; or
Use the Sites for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
19. Dispute resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MEGFLUENCE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
19.1. Binding Arbitration
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Megfluence agree (a) to waive your and Megfluence’s respective rights to have any and all Disputes arising from or related to these Terms, or the Sites, Content, Services or Products, resolved in a court, and (b) to waive your and Megfluence's respective rights to a jury trial. Instead, you and Megfluence agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
19.2. No Class Arbitrations, Class Actions or Representative Actions
You and Megfluence agree that any Dispute arising out of or related to these Terms or the Sites, Content or Services is personal to you and Megfluence and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Megfluence agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Megfluence agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
19.3. Federal Arbitration Act
You and Megfluence agree that these Terms affect interstate commerce and that the enforceability of this Section 19 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
19.4. Notice; Informal Dispute Resolution
You and Megfluence agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Megfluence shall be sent by certified mail or courier to Megfluence, Attn: General Counsel, 1212 Broadway Plaza Suite 13, Walnut Creek, CA 94596. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Megfluence account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Megfluence cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Megfluence may, as appropriate and in accordance with this Section 19, commence an arbitration proceeding or, to the extent specifically provided for in Section 19.1, file a claim in court.
19.5. Process
Except for Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Megfluence agree that any Dispute must be commenced or filed by you or Megfluence within one (1) year of the date the Dispute arose, otherwise the underlying claim is permanently barred (which means that you and Megfluence will no longer have the right to assert such claim regarding the Dispute). You and Megfluence agree that (a) any arbitration will occur in the State of California, County of Contra Costa, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Contra Costa, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
19.3.6. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
19.3.7. Rules of JAMS
The rules of JAMS and additional information about JAMS are available on the JAMS website. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
19.3.8. Severability
If any term, clause or provision of this Section 19 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 19 will remain valid and enforceable. Further, the waivers set forth in Section 19.2. are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
19.3.9. Opt-Out Right
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by writing to: Megfluence, Attn: General Counsel, 1212 Broadway Plaza, Suite 13, Walnut Creek, CA 94596. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve any Disputes directly with Megfluence outside of any court of jurisdiction.
20. No Waiver of Rights
The failure of Megfluence to partially or fully exercise any rights or the waiver of Megfluence of any breach of these terms of service by you shall not prevent a subsequent exercise of such right by Megfluence or be deemed a waiver by Megfluence of any subsequent breach by you of the same or any other term of these Terms. The rights and remedies of Megfluence under these Terms and any other applicable agreement between you and Megfluence shall be cumulative, and the exercise of any such right or remedy shall not limit Megfluence’s right to exercise any other right or remedy.
21. Governing Law and Venue
These Terms, your access to and use of the Sites and your order, receipt and use of the Products and Services shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in the State of California, County of Contra Costa.
22. Termination
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sites and to order, receive and use the Services, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
23. Severability
If any part of these Terms shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
24. Survival
All sections of these Terms that extend beyond any expiration or termination of these Terms, shall survive the expiration or termination of these Terms and the termination of your Megfluence account.
25. Successors and Assigns
The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.
26. Non-Solicitation
You agree not to, without the prior written consent of Megfluence, at any time during your use of the Sites or Services and for a period of five (5) years after receiving the most recent service, directly or indirectly, solicit for employment, or endeavor to employ or to retain as an independent contractor or agent, any person who is an employee, independent contractor or agent of Megfluence.
27. Assignment
Megfluence may at any time assign this Agreement and its rights and obligations hereunder in whole, or in part, to any corporation or other entity with or into which Megfluence may hereafter merge or consolidate or to which the Megfluence may transfer all or some of its assets.
28. Miscellaneous
These Terms constitute the entire agreement between you and Megfluence relating to your access to and use of the Sites and your order, receipt and use of Products and Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Megfluence. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Megfluence’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
29. Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
30. Non-Disclosure Policy
Please refer to our Mutual Non-Disclosure Policy for information about how we protect information about you and your business.
31. Contact Information
Should you have any questions regarding these Terms you may email us at support@megfluence.com, call us at 888-398-2033, or write to us at the address posted below.
Megfluence
1212 Broadway Plaza Suite 13
Walnut Creek CA 94596
