Influencer Terms and Conditions

These terms and conditions (“Terms”) are a legally binding agreement betweenWadi DigitalLtd. (“Wadi Digital,” “we,” “us,” or “our”), and you, an influencer who has signed up for our Services (as such term is defined below) (“Influencer,” "your" or “you”) that are available via our website, in order to access and repost Vendor Content (as such term is defined below) on your social media account ("Social Media Account").These Terms will govern your use of the Services and we recommend that you take the time to read these Terms before signing up for our Services.

By signing up for our Services, creating an account and clicking "Submit" (or similar wording) you acknowledge that you have read and understood these Terms. You agree to be bound and to fully comply with the Terms as well as any and all applicable laws and regulations with respect to and during your use of the Services. You further acknowledge that these Terms constitute a binding and enforceable legal electronic contract between you and us. If you do not agree to the Terms please do not use the Services in any manner whatsoever.

AMENDMENTS

We reserve the right to periodically amend or revise the Terms at our sole discretion; such changes will be effective immediately upon the display of the revised Terms. The last revision date will be reflected in the "Last Amended" heading. Your continued use of the Services following such amendments constitutes your acknowledgement of and consent to the amended Terms and your agreement to be bound by them. We will make best efforts to provide you with written notification in the event that we make any material changes to the Terms.

ELIGIBILITY

You must be at least 18 years old in order to use our Services and of legal competence to enter into these Terms. You hereby represent and warrant that you are eligible to enter into these Terms and you are not prohibited by any authorized authority, judicial order or law to enter into any agreement and that you have all proper authorizations to enter into these Terms. You hereby further represent and warrant that you are not considered to be a “child” or "minor" in your jurisdiction and that you are not under the age of 16.

SCOPE OF SERVICES

The Cyfluencer platform ("Platform") allows Influencers to connect with brands and companies that publish their content, products or blog posts ("Vendor Content" and "Vendor(s)," respectively) in order for the Influencer to re-post and advertise such Vendor Content on his or her Social Media Account (each, a "Post"). Subject to the terms and conditions of these Terms, Wadi Digital grants the Influencer a revocable, limited, non-exclusive, non-transferable, non-assignable and non-sub licensable license, during the term of these Terms, to use our Platform solely for the purpose of using the Services as set forth herein. Additionally, each relevant Vendor will provide you with a license to use its Vendor Content, name, tradenames, trademarks, and logos (as applicable) in connection with your Posts. Subject to the terms herein, the Influencer will receive consideration for placing such Posts (“Services”). Once you have created an Account, as explained below, we will send you a welcome email and you will be able to sign in and choose the Vendor Content to Post in accordance with the instructions provided herein and via the Platform ("Instructions”). The Influencer may not use the Services or Platform in any manner that is not expressly permitted by these Terms.

SIGN UP

Before you post any Vendor Content, you will need to sign up and create an account ("Account"). The information you provide us during the sign-up process as well as in connection with your Account will be processed in accordance with our Privacy Policy, we therefore advise you to read the Privacy Policy carefully. You hereby represent and warrant that any and all information provided by you through the Services and in connection with your Account is and will be accurate, up to date and complete.

We reserve the right to refuse or cancel a request to use our Services (even if we have previously confirmed it), at our sole discretion or if we were instructed by a Vendor to do so. Please contact us at: support@cyfluencer.com, if your request to use our Services has been refused or canceled and you believe that this was due to an oversight on our part.

PERFORMANCE OF INSTRUCTIONS

Wadi Digital adheres to industry standard practices and applicable legislation related to endorsements in advertising, and we require that our Partners comply with such practices and legislation while using the Services. Thus, while performing the Instructions set forth by the Vendor you must adhere to the guidelines set forth below when creating and posting a Post (collectively, the “Guidelines”):

1. You must disclose your connection to the Vendor in a clear and prominent manner as required under applicable law. This means that you need to include a label such as "advertisement" or “sponsored” in your Post or any applicable hashtags (such as #ad or #sponsored #paid), as well as any other information which may be requested in the Instructions. Please note, that while we may provide recommendations and options for applicable disclosures, we will not be responsible for any failure by you to: (a) comply with any applicable laws or guidelines related to advertisements or endorsements; or (b) obtain all necessary third-party clearances and permissions with respect to the Post. The disclosure should be made in close proximity to any statements related to the Vendor in a manner which is sufficiently clear and prominent for Viewers to notice when they review your Post and before they click on it. This disclosure is required regardless of any space limitations that may apply with respect to you Social Media Account;
2. You must comply with your Social Media Account's policies and guidelines;
3. Do not post any personal information you do not wish to be publicly available or that may include the personal information of a third party without their having provided their consent for you to do so; and
4. You hereby acknowledge that we have no control nor will we be responsible or liable for any claim, damage or any other consequence that occurs as a result of any Post and that you alone are responsible to ensure that your Posts will not breach any applicable law or regulation or any policies of your Social Media Account. Furthermore, we are under no obligation to monitor your Posts, and the responsibility and liability with respect to such Posts and its compliance with any and all applicable laws or policies is that of yours alone.   

CONSIDERATION

The Consideration is calculated based on a “CPC” payment module, i.e., Cost Per Click. The payments shall be verified and calculated by our third party service providers. The payment terms are Net 30 from the date our Vendors are invoiced and we will withhold any disputed payments from the Consideration until such dispute has been resolved with the applicable Vendor. We will remit the Consideration to you in accordance with the payment instructions that you provided us via your Account. Please contact us at: support@cyfluencer.com if you have any questions with respect to the way in which the Consideration is calculated. Except as otherwise expressly provided herein, you will perform the Instructions at your own expense, using your own resources and equipment. You hereby acknowledge that you will only be entitled to receive Consideration once you have completed the Instructions in compliance with these Terms and the Guidelines herein which will be subject to our discretion as well as confirmation of the completion of the Instructions by Vendor. Each party shall bare its own taxes, duties and charges imposed or that may be imposed by any applicable governmental agency in connection with the Consideration, the Services, these Terms and each party’s performance hereunder.

INTELLECTUAL PROPERTY

The website, the Platform and Services and any part thereof (excluding the Vendor's Intellectual Property), including, but not limited to, any trade names, trademarks etc. are all the exclusive property of Wadi Digital and are protected by copyright, trademark and other intellectual property laws and treaties. All rights related to the Services and Platform are owned solely by Wadi Digital or its licensors and these Terms do not convey any title or ownership rights to the Influencer. All Vendor Content and Vendor names, tradenames, trademarks, logos etc., are the intellectual property of the Vendor. Except as explicitly provided herein, you will have no license, right, title or interest to the Service, our website or any of the Vendor Content. Except as otherwise provided herein, we hereby reserve any and all rights, title, interest and ownership to the Services and our website as well as any related marks, logos and content, including without limitation any derivatives, improvement and modifications thereto and all intellectual property rights therein. TheVendor will also reserve any and all rights, title and ownership to the Vendor Content. You may not use Wadi Digital’s or Vendor's copyrights, trademarks, trade names, or other intellectual property in any way except as expressly permitted in accordance with these Terms and the Instructions.

REPRESENTATION AND WARRANTIES

1. You hereby represent and warrant, as follows: (i) you will not commit any act which brings Wadi Digital or a Vendor into public disrepute or which will otherwise disparage or harm us or a Vendor in anyway; and (ii) you will comply with all applicable federal, state and local laws, regulations, administrative guidelines;
2. You further represent and warrant that you shall not, nor agree, authorize or encourage any third party to: (i) use the Service in a non-compliant, unlawful, illegal, fraudulent or inappropriate manner; (ii) circumvent, disable or otherwise interfere with security-related features of the website and Service or prevent others from using the Service; (iii) modify, create a derivative work of, reverse engineer, disassemble the Services; (iv) remove, deface, obscure, or alter the website and Services or any content therein including any copyright notices, trademarks, or other proprietary rights provided as part of the Services; (v) use the website or Services for benchmarking purposes; (vi) use the Service to promote, conduct, or contribute to fraudulent, illegal or otherwise inappropriate activities, including without limitation, deceptive impersonation; or (vii) otherwise use the website, Services or Vendor Content in any unlawful manner or in breach of these Terms;
3. You hereby undertake and covenant that you will not, during your use of the Services and for an additional period of six (6) months following the termination of the Services and these Terms for any reason ("Non-Solicitation Period"), directly or indirectly, solicit or contact any Vendor for any reason, without the prior written approval of Wadi Digital ("Wadi Digital Approval"). Furthermore, you hereby undertake to immediately inform Wadi Digital in the event that any Vendor solicits you for services or contacts you during the Non-Solicitation Period.

PRIVACY

Our Privacy Policy describes how we process, use, store and share your information when you access our website and use the Services, and is incorporated in these Terms by reference.

DISCLAIMER OF WARRANTIES

Except as provided herein, the Services are provided on an "as is" and "as available" basis without warranties of any kind, express or implied, including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade.Wadi Digital does not warrant that the Services will operate error-free, or that the website or Services are free of viruses or other harmful code or that it will correct any errors in the Services. You agree that Wadi Digital will not be held responsible for any consequences to you or any third party that may result from technical problems, including without limitation in connection with the internet or any telecommunications or social media providers. We make no representation or warranties that the Services are or will be available for use in any particular location or at any specific time. Except as expressly stated herein, Wadi Digital does not make any representations, warranties or conditions of any kind, express or implied, as to the security of any information you may provide or activities you engage in during the course of your use of the Services. Your use of the Services is at your own risk and responsibility. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY LAW, WADI DIGITAL (INCLUDING, WITHOUT LIMITATION, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, COLLECTIVELY: “AFFILIATES”), AS WELL AS ITS VENDORS, DISTRIBUTORS, THIRD PARTY LICENSORS, OR EQUIPMENT AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOST PROFITS, INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE, OR MALFUNCTION, OR DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE WEBSITE OR SERVICES EVEN IF WADI DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, WE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY FAILURE TO PERFORM, OR DELAY IN PERFORMANCE OF, ANY OF OUR OBLIGATIONS HEREIN THAT IS CAUSED BY AN EVENT OUTSIDE OF OUR CONTROL (I.E., ANY ACT OR EVENT BEYOND OUR REASONABLE CONTROL). WADI DIGITAL AND ITS AFFILIATES, SHALL BEAR NO RESPONSIBILITY AND SHALL NOT BE HELD LIABLE FOR ANY OF THE VENDOR CONTENT AVAILABLE VIA THE SERVICES AND SUCH RESPONSIBILITY OR LIABILITY SHALL BE SOLELY THAT OF THE APPLICABLE VENDOR. IN NO EVENT SHALL WADI DIGITAL'S AND ITS AFFILIATES' AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS AND THE SERVICES, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT OF THE AGGREGATE CONSIDERATION YOU HAVE RECEIVED IN THE LAST 6 MONTHS OF YOUR USE OF THE SERVICES. THIS LIMITATION OF LIABILITY DOES NOT AFFECT WADI DIGITAL’S LIABILITY FOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

INDEMNIFICATION

You agree to defend, indemnify and hold Wadi Digital, its Affiliates and Vendor harmless from any third party claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from: (i) your use of the Services in a way that does not comply with these Terms; (ii) any negligence or wrongful act by you; (ii) your abuse or infringement of third party rights through the Service; (iii) your abuse or infringement of the Vendor's rights via the Services; and (iii) your breach of these Terms or any applicable law, regulation and policies. This indemnification obligation will survive the termination or expiration of these Terms and the termination of your use of the Services.

TERMINATION

You may terminate these Terms and your use of the Services at any time. If you wish to terminate your use of the Services, you may do so by simply stopping to use the Services or by sending us a request to delete your Account. We may terminate these Terms, your access to all or any part of the Services at any time, with or without cause and with or without notice, effective immediately. Such termination may result in the destruction of all information and data associated with your use of the Services. We may change, modify, suspend, or discontinue any aspect of the Services at any time without notice to you and without any liability to you whatsoever in connection therewith. Upon your termination of the Services, we will pay you the Consideration owed to you for any Clicks accumulated over the course of the month in which the Services have been terminated. If Wadi Digital has terminated the Services for any reason, we will pay you the Consideration that is owed to you up until the termination date.

DISPUTE RESOLUTION

In the event of any dispute that you may have with us, you hereby agree to first contact us at: support@cyfluencer.com and attempt to resolve the dispute with us informally. If we were unable to resolve the dispute with you informally, we each hereby agree to resolve any claim arising out of or in connection with or relating to these Terms via the exclusive jurisdiction of the appropriate courts in Tel Aviv, Israel. These Terms are governed by and construed in accordance with the laws of the State of Israel.

MISCELLANEOUS

These Terms, constitute the entire understanding between the parties with respect to the use of the Services. If any provision of these Terms is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof. Failure of Wadi Digital to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed as a waiver of such rights or of subsequent actions in the event of future breaches. These Terms and any right granted herein may not be assigned by you without the prior written consent of Wadi Digital. Wadi Digital may assign its rights and obligations set forth herein at any time, at its sole discretion. Your relationship with us is that of an independent contractor, and nothing in these Terms is intended to, or should be construed as creating a partnership, agency, joint venture or employment relationship.

CONTACT US

If you have any questions or comments about these Terms, please contact us at: support@cyfluencer.com.

You may also contact us at:

Wadi Digital Ltd.

Gush Chalav 24/1

Pardes Hannah-Karkur, Israel