These Terms and Conditions ("Terms") are a legally binding agreement between Spinfluence Ltd, a company registered in Malta ("Spinfluence", "we", "us", "our"), and the business entity that accesses or uses the website spinfluence.com or any related services (collectively, the "Services"). By accessing or using the Services, you ("Customer", "you" or "your") confirm that:
you have read, understood and agree to be bound by these Terms; and
you have the authority to bind the business entity you represent.
1. Services
Spinfluence provides affiliate marketing, creator partnership management and related performance marketing services (the "Services") as agreed in individual statements of work or proposals (each, an "SOW"). The scope, fees, deliverables and timelines for Services are set out in the relevant SOW, which forms part of these Terms.
2. Use of the Site
Licence. Subject to these Terms, Spinfluence grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Site for your internal business purposes.
Prohibited Conduct. You agree not to: use the Site in violation of any applicable law or regulation; copy, modify, reverse engineer or create derivative works of any part of the Site; interfere with or circumvent security features or attempt to gain unauthorised access to servers or networks; or transmit any harmful code or engage in activity that may disrupt or impair the Site.
Third-Party Links. The Site may contain links to third-party sites. Spinfluence is not responsible for any third-party content, products or services.
3. Fees and Payment
Fees. Fees for Services are set out in the applicable SOW. Unless otherwise stated, all amounts are in United States Dollars (USD) and exclusive of any applicable taxes.
Invoices & Payment Terms. Invoices are due within 30 days of the invoice date unless the SOW specifies otherwise. Late payments may incur interest at 1.5% per month (or the maximum lawful rate, if lower).
Taxes. You are responsible for all applicable taxes, duties or similar governmental assessments, excluding taxes on Spinfluence's own income.
4. Intellectual Property
Spinfluence IP. All content, methodologies, materials and tools provided by Spinfluence ("Spinfluence Materials") are and remain the exclusive property of Spinfluence or its licensors. Except as expressly permitted in an SOW, no licence or other rights are granted.
Customer Materials. You retain ownership of materials you provide to Spinfluence ("Customer Materials"). You grant Spinfluence a non-exclusive, royalty-free licence to use Customer Materials solely for performing the Services.
Deliverables. Upon full payment of all fees, Spinfluence grants you a worldwide, perpetual, non-exclusive licence to use the specific deliverables identified in the SOW for your internal business purposes. Spinfluence retains all right, title and interest in underlying know-how, tools and methodologies.
5. Confidentiality
Each party ("Receiving Party") shall keep confidential and not disclose any non-public information of the other party ("Disclosing Party") that is marked or reasonably understood to be confidential ("Confidential Information"). The Receiving Party will use Confidential Information only to perform its obligations or exercise its rights under these Terms and will protect it with at least reasonable care. This section survives termination for 3 years (and indefinitely for trade secrets).
6. Warranties and Disclaimers
Mutual Warranties. Each party represents that it has the legal power and authority to enter into these Terms.
Spinfluence Warranty. Spinfluence warrants that it will perform the Services in a professional and workmanlike manner. Your sole remedy for breach of this warranty is re-performance of the non-conforming Services or, if Spinfluence cannot re-perform, a refund of fees paid for the non-conforming portion.
Disclaimer. Except as expressly set out above, the Services and Site are provided "as is" and "as available" without warranty of any kind, whether express, implied or statutory, including but not limited to merchantability, fitness for a particular purpose, title, non-infringement or accuracy.
7. Limitation of Liability
Indirect Damages. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenues, business opportunity or data, arising out of or related to the Services, whether in contract, tort or otherwise, even if advised of the possibility.
Cap. Spinfluence's aggregate liability for all claims arising out of or relating to the Services will not exceed the total fees actually paid by you to Spinfluence under the SOW giving rise to the claim during the 12-month period preceding the event first giving rise to liability.
Exclusions. The limitations above do not apply to a party's fraud, wilful misconduct, infringement of the other party's intellectual property rights, or your payment obligations.
8. Indemnification
You agree to indemnify, defend and hold harmless Spinfluence and its affiliates, officers, directors and employees from and against any third-party claims, damages, losses or expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) Customer Materials; or (c) use of the deliverables contrary to these Terms or applicable law.
9. Term and Termination
Term. These Terms commence on the Effective Date and continue until terminated in accordance with this section.
Termination for Convenience. Either party may terminate an SOW or these Terms for convenience with 30 days' written notice.
Termination for Cause. Either party may terminate immediately if the other party materially breaches these Terms and fails to cure within 15 days of written notice.
Effect of Termination. Upon termination, all licences granted under these Terms cease and you must pay any outstanding fees. Sections that by their nature should survive (including confidentiality, IP ownership, disclaimers, limitation of liability and governing law) will survive termination.
10. Compliance with Laws
You represent and warrant that you are not subject to sanctions or located in a country or region subject to comprehensive trade sanctions. You will comply with all applicable laws and export-control regulations in connection with your use of the Services.
11. Governing Law and Dispute Resolution
These Terms and any dispute or claim (including non-contractual disputes) are governed by the laws of Malta, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of Malta. Either party may seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or Confidential Information.
12. Changes to These Terms
We may update these Terms from time to time. Material changes will be posted on this page with an updated "Effective Date". Continued use of the Services after changes constitutes acceptance of the revised Terms.
13. General
Entire Agreement. These Terms, together with any SOW, constitute the entire agreement between the parties and supersede all prior discussions.
Assignment. You may not assign or transfer your rights or obligations under these Terms without Spinfluence's prior written consent. Spinfluence may assign its rights to an affiliate or successor entity.
Force Majeure. Neither party is liable for failure or delay caused by circumstances beyond its reasonable control (e.g. natural disaster, pandemic, war, labour dispute, internet outage).
Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.
Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
No Waiver. Failure to enforce any provision will not constitute a waiver of that provision.
Contact
Spinfluence Ltd
Level G (Office1/1558), Quantum House
75 Triq L-Abate Rigord
Ta Xbiex, XBX 1120, Malta hello@spinfluence.com