FanFiend Platform Terms of Use

These Terms of Use were last updated and are effective as of March 19, 2020.

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY BEFORE USING THIS PLATFORM. ALL USERS OF THIS PLATFORM AGREE THAT ACCESS TO AND USE OF THIS PLATFORM IS SUBJECT TO THESE TERMS OF USE AND OTHER APPLICABLE LAW. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE DO NOT USE THE PLATFORM OR THE SERVICES. PLEASE NOTE THAT SECTION 17 OF THESE TERMS OF USE CONTAINS A CLASS ACTION WAIVER, WHICH AFFECT YOUR RIGHTS CONCERNING DISPUTES WITH US AND WHICH YOU SHOULD READ.

FanFiend Inc. (the “Company”, “we”, “us”, or “our”) provides the FanFiend website and mobile applications/apps (as applicable, the “Platform”) and related pages and content for its customers and other permitted users. We’ve worked hard to give you the essential information here and elsewhere on our Platform to get you comfortable with our Platform and to make it useful to you. These Terms of Use (the “Terms of Use”) help enable us to provide you with the services, information, other content and features available through our Platform, and shall govern your use and activity on this Platform.

1. SCOPE OF ACCESS TO PLATFORM AND RELATED RIGHTS

Subject to these Terms of Use, the Company grants you a limited, revocable right to access and use the Platform solely for your own use. The Platform enables (i) authorized users (sometimes called a “Promoter”) who would like to promote their interest in one or more social media influencers (“Influencers”) to interact with other persons concerning those Influencers, Influencer promotions, orders of related merchandise and to manage related data, and (ii) Influencers to facilitate and coordinate the distribution of promotional codes among Promoters.

You agree not to modify, adapt, translate, or reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Platform. Further, you may not reproduce all or any portion of the Platform. This Platform and its contents are the intellectual property of, and are owned by, the Company. The Company reserves the right at any time to suspend or terminate use of this Platform or its functionality and tools by you or other users in the Company’s sole discretion.

2. USER ACCOUNT

To access certain functionality, services and information made available through this Platform that requires an account the Company, you will be required to establish a user account, which will be accessible upon input of an authorized e-mail address, password and other required information that is requested from you at either log in or initial user account registration.

For your user account, you are responsible for maintaining the security of any user passwords and other access credentials for use with such account and this Platform, and you are also SGR/22498192.1 responsible for the integrity and security of the operating environment from which you access the Platform.

If you believe your user account has been improperly accessed, used or compromised, you must notify us immediately at hello@fanfiend.com.

We are not responsible for any loss that may result from the unauthorized use of your user account or any account passwords or other access credentials. Because of this, you agree to hold us harmless for any losses incurred by us as a result of you not using reasonable safeguards to protect account passwords or other account access credentials.

3. COMMISSIONS AND PAYMENT TERMS

If you use the Promoter and Influencer functionality tools that are part of the Platform to provide or enable promotional codes to be shared with other persons that results in a purchase using such codes of Influencer merchandise and other merchandise, as a Promoter you are entitled to receive a commission from the Influencer’s sales proceeds, subject to the Company and/or applicable Influencer authorizing you to access and provide the applicable promotional codes. The commission amount varies by Influencer, merchandise and specific promotions, the specifics of which are disclosed in applicable portions of the Platform that are accessible to Promoters after registration. The Company collects the applicable commissions from merchandise sales managed by the Company or from direct payment from sales made by an applicable Influencer. From the commission amounts payable to users who are Promoters the Company deducts a service fee (which is disclosed in applicable portions of the Platform that are accessible to Promoters and Influencers) after registration and remits the balance to your account. By using the Promoter and Influencer functionality tools of the Platform to access promotional codes and to coordinate and enable the use of promotional codes, you agree to the foregoing payment arrangements, including the service fee collected by the Company.

Each Promoter receiving commissions or other payments as a result of the use of the Platform is responsible for payment of any applicable taxes and other governmental assessments resulting from the payment of such commissions. In addition, depending on your state of residence, you may need to obtain a local business license to act as a promoter of commissionable sales.

4. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS

Certain features of the Platform may require you to allow e-mails, text messages or other electronics communications to be received by you, and to use these features you must provide a valid e-mail address, mobile phone number or other applicable contact information. By registering such information on the applicable parts of the Platform you authorize us to send you electronic communications in accordance with such information and the settings specified with your account. You should be aware that your carrier may charge you applicable text messaging rates for each text message sent or received. You represent to us that you are the owner or authorized user of the wireless or other communications device used by you to receive or send any text messages or other electronic communications related to your account and use of the Platform

5. SUSPENSION OF PLATFORM USE DUE TO INAPPROPRIATE USE

We do not assume any responsibility for communications made or materials posted to or created by users accessing the Platform, and we are not in any manner responsible for the content of any such communications or materials. We prohibit use of the Platform to transmit or post any communications or materials that: (a) are abusive, offensive, libelous, defamatory, obscene or threatening, (b) are fraudulent, deceptive, misleading or illegal or that encourages a criminal offense, (c) violate a copyright, trademark or other intellectual property right of another person or entity, (d) is invasive of any personal privacy rights or other rights of another person or entity, or (e) is in the nature of mass unsolicited communications or “spam”.

While we do not prescreen communications and materials made available by Promoters or Influencers through the Platform, if we become aware of any communications or materials that violate any of the above prohibitions, we reserve the right to block or remove any such communications or materials as well as the right to temporarily or permanently block, suspend or ban any users of the Platform that engage in any such activities.

6. COPYRIGHT ANTI-INFRINGEMENT POLICY

In addition to the other provisions in these Terms of Use concerning prohibited content, it is our policy (i) to block access to or remove postings or other content that we believe in good faith infringes the copyrights of third parties, and (ii) to remove and discontinue Platform use to repeat infringers. If you believe that content posted on this Platform infringes your copyright, please send to us a notice of claimed copyright infringement, with the relevant details, in the manner set forth in Section 16 below so that we address such matter.

7. TERMINATION OF PLATFORM USE

The Company may terminate your access to this Platform at any time. In addition, your access rights to use this Platform may also be terminated if you fail to comply with these Terms of Use. You agree that the Company will not be liable to you or any third party for any termination of your use of this Platform, whether as a result of your failure to comply with these Terms of Use or otherwise. If your use of our Platform is terminated for any reason, the provisions of Sections 4 through 18 shall survive any such termination.

8. PLATFORM WARRANTIES AND DISCLAIMERS

THIS PLATFORM AND ITS CONTENTS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND (EXCEPT WHERE SPECIFICALLY AND AFFIRMATIVELY NOTED OTHERWISE ON THIS PLATFORM), WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE PLATFORM, OR THE USE THEREOF, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE DEFECTS WILL BE CORRECTED, OR THAT THIS PLATFORM OR THE SERVER THAT MAKES THE PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE INFORMATION ACCESSIBLE THROUGH THIS PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. WE PROVIDE NO WARRANTIES FOR SERVICES NOT PROVIDED BY US. SOME STATES DO NOT PERMIT CERTAIN LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. LIMITATIONS OF LIABILITY

THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOST PROFITS, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE THIS PLATFORM OR ANY SERVICES OR INFORMATION MADE AVAILABLE THROUGH THIS PLATFORM, OR THE PERFORMANCE OR USE OF THIS PLATFORM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW CERTAIN LIMITATIONS OF EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. ONLINE PRIVACY POLICY

We are diligent about protecting your privacy and that of other users of this Platform and the use of this Platform is subject to our Privacy Policy, which you may review by clicking here.

11. CHILDREN’S PRIVACY AND PLATFORM AGE LIMITATIONS

This Platform is intended for use by persons aged 18 or older, and by your use of this Platform you affirm that you are at least 18 years of age. The Company will not knowingly allow registration of an account for any person that the Company believes to be younger than 18. We also do not collect any personally identifiable information from any persons under the age of 18 and if we discover that we have been provided any such information, we will delete this information from our records.

12. COPYRIGHT

The entire contents included in this Platform, including but not limited to text, graphics or code is copyrighted under the United States and other copyright laws, and is the property of the Company (or its licensors), with ALL RIGHTS RESERVED. You agree not to change or delete any proprietary notices from materials downloaded or accessed from this Platform.

13. TRADEMARKS

All trademarks, service marks and trade names and logos of the Company used in this Platform are trademarks or registered trademarks of the Company. Other marks used on this Platform that have been posted by the Company are the property of their respective owners and are used on this Platform under permission.

14. APPLICABILITY OF TERMS AND CHANGES

These Terms of Use are applicable to you upon your accessing the Platform and/or completing the registration process. These Terms of Use, or any part of them, may be modified by the Company without notice at any time, for any reason; provided that if we decide to modify these Terms of Use, we will note at the top of these Terms of Use the date of the last update, which should alert you to changes in these Terms of Use since your prior visit to this Platform.

15. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from (i) any violation by you of these Terms of Use, (ii) any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the Platform using your user account, (iii) any communications, content or other materials provided or posted by you, or (iv) the violation by you of the rights (including intellectual property rights) of any third party resulting from your use of the Platform.

16. NOTICES

The Company may at its option deliver notices to you concerning your user account or use of the functionality, tools and services on this Platform by means of email, a general notice on the Platform, or by other reliable method to the address or other communications details you have provided to the Company.

Unless specified elsewhere in these Terms of Use for specific types of notices or communications, for notices to be provided to the Company, its mailing address is as follows: FanFiend Inc., 325 Kent Avenue, Suite PH2M, Brooklyn, NY 11249.

17. GOVERNING LAW; DISPUTES; CLASS ACTION WAIVER

Your use of this Platform shall be governed in all respects by the laws of the State of New York, without regard to such state’s choice of law provisions. Any cause of action or claim you may have with respect to the Platform must be commenced within one (1) year after the claim or cause of action arises. The language in these Terms of Use, the Privacy Policy and other terms and policies provided for elsewhere on this Platform shall be construed as to their fair meaning and not strictly for or against any party. You and we submit to the jurisdiction of the courts in the State of New York with respect to matters arising under these Terms of Use.

Class Action Waiver. You and we also agree that any legal proceeding shall be conducted in an individual capacity only and not as a class action or other representative action, and you and we expressly waive the right to file a class action or seek relief on a class basis.

18. MISCELLANEOUS

The Company's failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor any trade practices shall act to modify any of these Terms of Use. The Company may assign its rights and duties under these Terms of Use to any party at any time without notice to you.

If you have any complaint about use of the Platform, you may contact us by email at hello@fanfiend.com, or by postal mail at FanFiend Inc., 263 South 4th Street, PO Box 11004, Brooklyn, NY 11211. In accordance with California Civil Code Section 1789.3, California residents may also file complaints with the Complaint Assistance Unit, Division of Consumer Services, California Department of Consumer Affairs by postal mail at 1625 North Market Road, Suite N112, Sacramento, CA 95834 or by telephone at 800-952-5210.