In the Terms, (i) “Brand” means any person or entity who participates in the Platform Services directly or by Samy authorized personnel on behalf of Brand for the purpose of creating SamyCampaigns or SamyCreations to use the services of a Ambassador, (ii) “Ambassador” means any person, entity or group that creates and distributes the sponsored social content and/or performs an action through their associated social networks (i.e. Instagram, Facebook, Twitter, etc.) via the Platform and receives compensation, for such content or action via the Platform, (iii) “Affiliate” means any authorized entity or person that directly or indirectly controls the transactions of the Brand or Ambassador The term “control” with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement, written agreement, title or other influence, (iv) “SamyCampaigns” means a request by a Brand for an Ambassador to create and/or distribute sponsored social content and/or perform an action through their social network, (v) “SamyCreations” means a request by a Brand for an Ambassador to create. These Terms shall apply to all transactions conducted through the Platform.
Participating Brands create and list campaigns ("Campaigns") in the Platform, which offer Ambassadors the chance to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network. All Campaigns accepted by the Ambassador must comply with the requirements set forth by the Brand (herein referred to as the "Requirements") in the Campaign. Each Campaign listing should contain a complete description of the requirements and the compensation to be paid by the Brand. Once a Campaign is accepted by an Ambassador, the Brand is solely responsible for the review and approval of the Ambassador’s content and for the payment of any compensation as stated in the Campaign.
Participating Brands create and list creations ("Creations") in the Platform, which offer Ambassadors the chance to receive compensation in exchange for creating social content. All Creations accepted by the Ambassador must comply with the requirements set forth by the Brand (herein referred to as the "Requirements") in the Creation. Each Creation listing should contain a complete description of the requirements and the compensation to be paid by the Brand. Once a Creation is accepted by an Ambassador, the Brand is solely responsible for the review and approval of the Ambassador’s content and for the payment of any compensation as stated in the Creation.
1.3. Reviews & Approvals of SamyCampaigns™
While Samy personnel may assist in reviewing and identifying Ambassador's drafts or actions that violate a Campaign's Requirements and attempt to resolve disputes, Brands in their sole discretion shall determine whether a particular Ambassador is entitled to the set compensation so long as the Brand observes the requirements of Sections 3.5, 3.6 and 3.7 of this Agreement. Samy reserves the right to review and reject Campaigns from Brands that do not meet our Platform Guidelines. Drafts which do not comply with the Requirements of the Campaign will not be entitled to the compensation associated with such Campaign. Once an Ambassador submission has been agreed upon, the payment amount set forth in the Campaign Requirements, will be held in escrow. Furthermore, once a Campaign draft has been agreed upon and submitted by an Ambassador, a Brand has three (3) days to respond with any requested modifications or to reject the draft. Failure to do so will result in automatic approval of the draft and result in automatic, non-refundable, release of escrow payment to the Ambassador as long as the post is active 30 days from approval. Final approval and release of escrow payment to the Ambassador will occur if the post is active 30 days from approval and remains unaltered from the original approved draft. The Platform will automatically check for active posts and make escrow release payments to the Ambassador on behalf of the Brand. If the automated system fails to locate required elements, destination posts and disclosure, no release of escrow payment will be made to the Ambassador and funds for the Campaign will be returned to the Brand.
1.4. Reviews & Approvals of SamyCreations™
While Samy personnel may assist in reviewing and identifying Ambassador's drafts or actions that violate a Creation's Requirements and attempt to resolve disputes, Brands in their sole discretion shall determine whether a particular Ambassador is entitled to the set compensation so long as the Brand observes the requirements of Sections 3.6 and 3.7 of this Agreement. Samy reserves the right to review and reject Creations from Brands that do not meet our Platform Guidelines. Drafts which do not comply with the Requirements of the Creation will not be entitled to the compensation associated with such Creation. Once an Ambassador draft has been agreed upon, and submitted by an Ambassador, a Brand has three (3) days to respond with any requested modifications or to reject the draft. Failure to do so will result in automatic approval of the draft and result in automatic, non-refundable, payment to the Ambassador.
3. Brand Terms
This Section 3 applies only to Brands participating in the Platform.
3.1. Transparency & Disclosure
Samy requires full disclosure by all Platform participants. More specifically, the connection between the Brand and the Ambassador that would affect how people evaluate the Ambassador’s message should be disclosed. Any attempt to instruct, coerce or manipulate an Ambassador into hiding the commercial relationship between the Brand and the Ambassador may result in immediate removal from the system. Brand agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements, the Federal Trade Commission’s Dot-Com Disclosures (http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf), the Word of Mouth Marketing Association’s Influencer Handbook (https://womma.org/are-you-making-good-use-of-the-influencer-guidebook/)); and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act.
Brand agrees to pay Samy all charges made to Brand’s account for agreed upon fees or use of the Platform Services in accordance with these Terms. If Samy does not receive timely payment and the balance in the Brand account is not enough cover agreed upon fees or Platform Services hereunder: (i) a charge will be made to the Brand’s credit card or other preferred payment method for the balance owed, (ii) Brand agrees to pay all amounts due on its account upon demand, and (iii) Samy reserves the right to either suspend or terminate a Brand’s account, including deletion of Brand’s Campaigns or Creations from the Platform until the balance is paid in full. All fees for the Platform Services which are charged to Brand account, as well as all deposit(s) for future Platform Services, are non-refundable. Brand agrees to submit any disputes regarding any charge in writing to Samy within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Brand’s payment method cannot be charged, Brand account will be locked until an update method is provided. If Brand fails to make payment as set forth herein, Brand will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by Samy in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to this Agreement, Brand shall pay such taxes to ensure that Samy receives the full amount invoiced without offset or deduction. Brand agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Samy in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Brand’s user name or password, and (iii) notify Samy in writing if its credit card is canceled. Upon termination, suspension or discontinuation of the Platform or Brand’s participation therein, all outstanding payment obligations incurred by Brand under the Platform will become immediately due and payable.
3.3. Credit Card Charges
Brand authorizes Samy to charge Brand’s credit card, as provided by the Brand, in advance to deposit funds into the Brand’s account. Once funds are deposited into the Brand’s account, they may be used at the Brand’s discretion, to purchase Platform Services or pay for agreed upon fees. Brand will be responsible for charges resulting from the use of Platform Services and any applicable service fees will be automatically withdrawn from the Brand’s balance monthly based upon the initial enrollment date.
Brand represents and warrants that it has the legal right to use any credit card utilized in connection with any transaction. By submitting such information, Brands grants Samy the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Brand. If the credit card provided was not authorized, then all amounts in the Brand’s account will immediately be forfeited. Brand’s non-termination or continued use of the Platform reaffirms that Samy is authorized to charge Brand’s credit card. Samy reserves the right to modify, suspend or terminate the required method of payment for use of the Platform at any time, although any pending Campaigns & Creations will be completed using the method current when the Campaign or Creation was listed. If Samy modifies the terms of the method of payment as outlined in this Section 3.3, the Brand will be contacted by Samy or the modifications will be reflected in an updated version of this Agreement. If you do not consent to such modified Agreement, you must immediately discontinue using the Platform. Brand's continued enrollment after any modifications constitutes its acceptance of the terms and method of payment as modified.
All Brand Campaigns & Creations may be taken offline if Brand’s credit card does not allow additional charges or rejects any pre-authorized charges made to it. Unless Brand or Samy discontinues enrollment or participation in the Platform Services, Brand understands that this pre-authorization is valid until the termination of this Agreement or the applicable Master Services Agreement with Samy. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of this Agreement, which provides the terms of your pre-authorization.
Brand may not attempt to contact Ambassadors or negotiate terms or payment outside of the Platform. Any attempt to circumvent the Platform may result in removal from the Platform at Samy's sole discretion.
3.5. Manual Processing Requests
The Platform reviews Ambassador's posts for compliance with the criteria set forth in the Campaign using both an automated system and a manual system. Samy cannot guarantee whether a Ambassador's post will be reviewed manually or through our automated system. If a Brand would like to ensure that a Ambassador's post will be manually reviewed for compliance with the Campaign criteria, such service is available for an additional fee.
Brands may also request to have Samy manage part or all of its advertising campaign for a fee as agreed upon through a separate managed service agreement. Interested parties should contact Samy directly.
If necessary, a Brand may request that an Ambassador's post in response to an Campaign or Creation be removed from the Ambassador's social media site or personal website. Samy may assist Brand in requesting an Ambassador to remove a post and additional fees may apply; however, Samy cannot guarantee removal of the post by the Ambassador.
3.6. Content Information
Brand agrees that Samy is not responsible for any aspect of Brand's content or product to be reviewed, shared, sponsored, or advertised by the Platform’s contracted Ambassadors. Brand represents, warrants and covenants that: (i) all information it provides or approves or that is provided on its behalf in connection with the Agreement and on its Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Campaign will look substantially the same to all end users regardless of the end users' location, (iii) the Brand’s Website does not contain any Samy-owned or licensed content, except pursuant to a separate signed agreement with Samy. You acknowledge that The Platform Ambassadors are independent third parties and not directly controlled by Samy. As a consequence, any blog postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Brand specifically acknowledges and agrees that Samy has no control over any content that may be available or published on any blog (or otherwise), and that Brand is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.
3.7. Opportunity Disputes
Brand agrees that so long as a Ambassador has met the requirements as outlined in its Campaign or Creation it will not deny payment for the Platform Services. Brand may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Ambassador. Thirty (30) days after completion of the Campaign and immediately after acceptance of the Creation draft, escrow payment will be made to the Ambassador by Samy for services unless the Ambassador has violated the terms of this Agreement or the specific terms of the Brand’s Campaign.
4. Ambassador Terms
This Section 4 applies only to Ambassadors participating in the Platform.
4.1. Transparency & Disclosure
Ambassadors participating in the Platform must clearly disclose in their sponsored content the relationship between themselves and the Brands. Samy requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the Ambassador and the Brand. Samy reserves the right to review and monitor the disclosure practices of all Ambassadors who participate in the Platform and to either require greater levels of disclosure (in the event that Samy determines in its sole discretion that current disclosure practices are inadequate) or remove the Ambassador from the Platform (in the event of inadequate disclosures). Ambassador agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements); and to comply with all applicable local, state, federal and international laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act, in the preparation and delivery of Content.
4.2. Ambassador Eligibility
Any Ambassador over the age of eighteen (18) may register in the Platform, however, in order to participate in the Platform, Ambassador’s Social Media Account (“SMA”) should meet the following minimum standards:
- SMA must be a minimum of 90 days old;
- SMA must have a minimum number of followers/fans to be eligible (varies depending on SMA);
- SMA must not contain a content gap of more than 90 days;
- SMA must be public (accessible to anyone);
- SMA must contain a majority of original content;
- SMA must be in a supported language (English, Spanish, other as required by the Campaign or Creation);
- SMA may not contain content that is inappropriate, illegal or violates the Platform Guidelines detailed in Section 7 herein.
4.3. Ambassador Fulfillment of a Campaign
By accepting a Campaign, Ambassador acknowledges that (i) it has the authority and ability to perform the requested service within the stated time period, as applicable, (ii) all submitted content will be in the English language or such other language as required in the Campaign, (iii) all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iv) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.
Sponsored content posted for an Campaign, must remain linked and unaltered from the original approved submission for a minimum of 3-days in order for the Platform to validate the fulfillment of the Campaign and to earn compensation for the posted Campaign. After 3-days from publication and upon successful validation of the Campaign, the Ambassador will receive payment for the completion of the Campaign as agreed upon between the Brandr and the Ambassador in the Campaign.
4.4. Ambassador Compensation
Ambassador acknowledges and agrees that the obligation to compensate Ambassador for Campaign or Creation related advertisements resides with the Brand, not Samy. Samy merely facilitates such compensation on behalf of the Brands. Brand is solely liable for payment to Ambassador. While Samy may be remitting payment to Ambassador directly; under no circumstances does Samy accept liability for payment to Ambassador. Ambassador agrees that it will not pursue any actions, legal or otherwise, against Samy for non-payment. Ambassador waives any and all claims or rights of action against Samy relating to the failure of a Brand to compensate Ambassador in connection with an Campaign or Creation related advertisement. In addition, Ambassador acknowledges that Ambassador is: (i) not an employee of Samy, (ii) responsible for the payment of all federal, state and local taxes on compensation received from a Brand, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.
4.5. Ambassador Credit Card Charges & Fees
If Ambassador enrolls in a subscription agreement or agrees to other charges to its account, Ambassador may be asked to provide a form of payment such as a credit card or PayPal account. Ambassador represents and warrants that it has the legal right to use such form of payment utilized in connection with any transaction. By submitting such information, Ambassador grants Samy the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Ambassador. Ambassador’s non-termination or continued use of the Platform reaffirms that Samy is authorized to charge Ambassador’s credit card for the use of the requested Platform Services. In the event Ambassador’s payment method was not authorized or cannot be charged for any agreed upon fees, the Ambassador's account will be locked.
4.6. Grant of Usage License
“SamyCampaigns”: Means sponsored social content in which Ambassador retains its rights to any content submitted, posted or displayed through its social media platforms. Ambassador grants Samy and the specific Brand purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute the content or any portion thereof in any and all forms of media or distribution methods (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing, or distribution of a Ambassador’s content by Samy or any other Brand may be accompanied by credit to the Ambassador of that content by use of the Ambassador’s name, likeness or other identifying representation, to which Brand will receive a limited license.
“SamyCreations”: Brands purchasing Content through Samy Platform shall own the copyright in and to the commissioned content created specifically for those Brands and may use, reproduce, have reproduced, edit for length or clarity, publish and exploit such Content in their sole discretion, including, without limitation, licensing the Content to any agent or third party, copying, distributing, displaying, publicly performing, and creating derivative works of the Content. Ambassadors shall consider the Content to be a work-for-hire and shall assign all rights in such Content to Brands through the appropriate platform in the Samy Exchange.
Ambassadors and Brands may not attempt to contact the other party directly or negotiate terms or payment outside of the Platform. Any attempt to circumvent the platform may result in removal from the Platform, at Samy's sole discretion.
7. Platform Guidelines
All participants in the Platform should observe these Guidelines:
- Pornography or sexually explicit content is not appropriate in the Platform.
- Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
- There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (other than what is directly provided by the user in their bio).
- Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Platform.
- There will be no solicitation or spamming users in the Platform other than for paid Opportunities.
- There are to be no additional products, logos, third party sponsored links, ads, overlay ads on photos, or other detractors located within a sponsored post; competitor or otherwise.
8. Unauthorized Use
Outside of an API provided by Samy, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in the Platform is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law.
9. Provision of Services
Samy is constantly innovating and changing its Platform offerings in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Samy provides may change from time to time without prior notice to you. You acknowledge and agree that Samy may stop (permanently or temporarily) providing the Platform Services (or any features or functionality within the Platform) to you or to users generally at Samy’s sole discretion, without prior notice to you. You and/or Samy may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Samy shall not have any liability regarding such decisions. Sections 3 through 18 of these Terms of Service shall survive any termination of the Agreement. In addition, Samy has the ability to (i) modify account permissions at any level to add or remove users, or make any other changes as otherwise deemed reasonably necessary in the provision of services; and (ii) assume a user's account for the purposes of troubleshooting and resolving issues.
10. Representations & Warranties
Ambassadors and Brands participating in the Platform each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Samy’s services is solely for lawful commercial and business purposes; (iii) the links contained in any content are directed to the intended and agreed upon destination and are not re-directed; (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Samy, clicking, impression or marketing activities through the Platform, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003; and (iv) you have the necessary rights to provide all information provided to the Platform (including all content, data, claims, statements, products and services, Campaigns, Creations, titles, URLs and descriptions) for use as described in this Agreement (the “Information”).
Ambassadors and Brands participating in the Platform each represent, warrant and covenant that all such Information does not and will not: (a) violate any law, statute, ordinance, treaty or regulation or Samy policy or guideline; (b) infringe any copyright, patent, trademark, trade secret, video, music performance or other intellectual property right of any third party; (c) breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) advertise any unlawful product or service or unlawful sale of any product or service. Additionally, you agree that all Information will (e) not be false, misrepresentative, deceptive or misleading; (f) not be defamatory, libelous, slanderous, obscene or threatening; (g) not target children under the age of thirteen (13), (h) be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.
11. Trademarks & Copyrights
All Samy, and Platform graphics, logos, designs, page headers, button icons, scripts, and service names are registered and unregistered trademarks, trade names or trade dress of Samy, Inc. or its subsidiaries and affiliates in the U.S. and/or other countries (collectively, “trademarks”). Samy’s trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by organization and third party sites in connection with journalistic promotion of our services; however, commercial applications are forbidden except where pre-approved in writing. Nothing on these sites shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed thereon without the owner's prior written permission, except as otherwise described herein. All proprietary rights and goodwill in Samy’s trademarks shall inure to the benefit of Samy. The Samy sites and all of their content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries. Samy reserves all rights not expressly granted in and to the sites and their content.
Ambassadors and Brands each agree to indemnify and hold harmless Samy, its parent and affiliates and their officers, directors, licensors, organizations, licensees, consultants, contractors, agents, attorneys, employees, owners, third party service providers and third parties authorized by Samy to make your listings, results, and/or Services available in connection with third party Websites, Social Content and/or Action, blogs, postings, content, applications and/or e-mails (“Third Party Products”), and their respective officers, directors, agents, affiliates, and employees (each, an “Samy Entity” and collectively, the “Samy Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Service, any Social Content and/or Action, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Samy and/or any Samy Entity, subject to Samy and/or the Samy Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Samy, and/or any Samy Entity provided that you will not agree to any settlement that imposes any obligation or liability on Samy and/or an Samy Entity without Samy’s prior express written consent.
13. Warranty Disclaimer
BRANDS AND AMBASSADORS EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Samy DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR Samy WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE Samy WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Samy. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE Samy WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT Samy’S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF Samy’S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Samy’S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14. Limitation of Liability
ANY LIABILITY OF Samy TO A BRAND IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY BRAND TO Samy FOR THE SERVICES RELATED TO THE BRAND’S MOST RECENT OPPORTUNITY. Samy SHALL NOT BE LIABLE TO AMBASSADORS FOR DAMAGES OF ANY KIND ARISING OUT OF AMBASSADORS USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL Samy OR ANY Samy ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. Brand AGREES THAT Brand WILL NOT HOLD Samy RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON Brand’S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY.
THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF Samy OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, Samy’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Samy may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Samy. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Samy is updated, current and correct. It is your responsibility to also check these Terms to see if there has been a modification. All notices to Samy shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Samy, Inc., 209 Orange St., Apt A Newport Beach, CA 92663 USA Attn: Legal Notices.
16. Choice of Law
This Agreement shall be governed by and interpreted under the laws of the State of California, U.S.A. without regard to its conflicts of laws provisions. You agree to submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California. Any claim against Samy arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. You further agree that, to the extent allowed by applicable law, (i) any and all disputes, claims, and causes of action arising out of or in connection with the Agreement, shall be resolved individually without resort to any form of class action; (ii) any claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorney's fees; and (iii) under no circumstances will you be permitted to obtain any award for, and you hereby waives all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.
17. Electronic Signatures Effective
This Agreement is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by using the Platform Services. Please print and save a copy of this Agreement for your records.