Knoji Terms of Use

Please read these terms of use carefully as they contain important information regarding your legal rights, remedies and obligations. If you reside in the United States, please note that these terms of service contains an arbitration clause and class action waiver. It affects how disputes with Demand.io are resolved. By accepting these terms, you agree to be bound by this arbitration provision. Please read it carefully. If you do not wish to be subject to arbitration, you may opt out of the arbitration provision by following the instructions provided in the arbitration provision below.

Overview

Demand.io (or "we", "us" or "our") hosts and operates an ecommerce ecosystem (the "Platform") through a network of innovative shopping apps, websites and digital platforms, including knoji.com, dealspotr.com, stylespotter.com, simplycodes.com and other sites we may add, e.g., fave.ly (individually, a "Site" and collectively, the "Sites"). Among other things, we help (a) social media influencers and creators ("Influencers") connect and collaborate with brands, advertisers and marketing agencies ("Brands") to create content ("Content") for sponsored marketing campaigns ("Campaign"), and (b) Brands create and run Campaigns by connecting and collaborating with Influencers to create Content for their Campaigns.

We sometimes refer to those who use or access our Platform or Services as "Users", and "your" or "you", as the context may require. If you access the Platform or use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that legal entity and, in such event, "your" or "you" means that legal entity. In addition, in these Terms, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice-versa.

Acceptance of terms

By using or accessing the Sites, and any services offered through the Sites or affiliated applications (collectively, the "Services"), you agree to be bound by the following terms and conditions ("Terms of Use" or "Terms") and our Privacy Policy. Please read these Terms and our Privacy Policy carefully. Our Privacy Policy is found at https://knoji.com/privacy/ and is incorporated by reference into these Terms. If you do not agree to these Terms, including our Privacy Policy, you have no right to obtain information from or otherwise continue using the Sites or Services. To the extent any provision in these Terms conflict with negotiated agreements between Demand.io and a party, the negotiated language controls. If you do not agree to these Terms of Use do not use the Sites or affiliated mobile applications or Services. The Terms of Use are intended for all Users of the Sites and Services, including those who are simply navigating the Sites or those who register an Account or those who prepare materials for the Sites in exchange for compensation. You should know that different sections or kinds of the Sites, Services, Terms of Use affect Users differently, so please be sure to read these Terms carefully. Although our Services may include access to content submitted by other Users of the Sites (including articles and consumer guides), we are not the author of these User-submitted content. We have no control over the validity or accuracy of any claim made in them. But if you utilize any User-submitted content, you do so at your own risk, and we expressly disclaim all warranties.

Modification

Demand.io reserves the right, at its sole discretion, to modify or discontinue, temporarily or permanently, the Platform, Services or to modify these Terms at any time and without prior notice. If we modify these Terms, we will post the modification on the Site. Modifications to these Terms will automatically take effect upon posting. By continuing to access or use the Platform or Services after we have posted a modification, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease accessing or using the Platform and Services.

Account registration and services

• Eligibility

  By using or accessing our Platform, you represent that you are at least the age of majority in your country, state or province of residence, or that you are the age of majority in your country, state or province of residence and you have given us your consent to allow any of your minor dependents to use the Platform. You are solely responsible for ensuring that the use of the Platform and Services in accordance with these Terms in your jurisdiction of residence is permitted by all applicable laws and regulations.

• General terms

  Our Platform allows Users to access information, and provides opportunities for consumers or shoppers, Brands and Influencers to create Accounts (i.e., as a Brand, Influencer and/or shopper Accounts), request a proposal, respond to a proposal, enter into an agreement, or engage with Demand.io or our Affiliates through provided communication options.

• Account registration

  To access and use the Platform, you must register an account ("Account").

  • (a) To create an Account by using your email address, follow the prompts on the Site or in some cases, click on the "claim your page" link. You agree to provide accurate, current and complete information and you must keep your information updated. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your Account, whether you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Account. You are solely responsible for the Content and Account.
  • (b) You may also create an Account through certain third party social networking sites ("SNS") (e.g., Facebook.com, Instagram.com and Google.com) (each a "Third Party Service" or "TPS") by following the prompts on the Site. You represent that you are entitled to disclose your TPS account login information to us and to grant us access to your TPS account (including for uses described in these Terms or the applicable Sites), without breach by you of any of the terms and conditions that govern your use of the applicable TPS account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such TPS providers. You consent to the release of your information on our Platform to those TPS in accordance with their policies.

• Intellectual property rights

  When you post Content, you represent and warrant that you have the right, power, and authority to post that Content and grant the licenses specified below. You further represent and warrant that by posting or providing such Content you are not violating third party rights of any kind, including any copyrights, patents, trademarks, trade secrets, moral rights, rights of publicity, privacy rights, and other intellectual property and proprietary rights (collectively, "Intellectual Property Rights"). If your Content is copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such Content and that we may exercise the rights to your Content granted under these Terms without any liability or obligation for any payment.

• Social media postings

  In addition, you are responsible for all social media postings you make, and you represent and warrant regarding those social media postings that: (a) they will be in compliance with all applicable laws, rules and guides (such as FTC Guides Concerning Sponsored Endorsements ); (b) that you have all necessary Intellectual Property Rights to any posting; and (c) your posting does not infringe the Intellectual Property Rights of any third party. We assume no responsibility for compliance with any agreements between Users, or duties owed by a User to a third party, or a User's compliance with applicable laws, rules and regulations. We reserve the right, at any time and without prior notice, to remove or disable access to any Account, profile or Content for any reason, including when we, in our sole discretion, deem it to be objectionable for any reason, in violation of these Terms or any of our then-current policies and guidelines, or otherwise harmful to us, the Platform or the Services.

  Please note that, we cannot and do not control the content contained in any posted information. We are not responsible for and disclaims any and all liability related to any and all user-posted information, including compliance with applicable laws, rules and guides (such as FTC guides concerning sponsored endorsements). Any agreements between a brand and influencer will be made or accepted at each party's own risk. We do and cannot guarantee that the platform will be free from content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable.

• No Endorsement

  You understand and agree that we are not involved in the agreements and communications between Users and we do not refer or endorse or recommend any Brand or Influencer. You also understand and acknowledge that we do not edit, modify, filter, screen, monitor, endorse or guarantee Content or the content of communications between Users. You are responsible for investigating and verifying the identity and credentials of other Users. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third party(ies) who caused you harm, and you agree to protect, defend, indemnify and hold us harmless from any liability related to those actions or omissions.

User conduct and compliance with laws

• User conduct

  You must use your Account in a responsible manner and respect other Users' privacy. You must not access or use the Platform or the Services to:

  • sublicense, sell, rent, lend, lease or distribute the Platform or any Intellectual Property Rights therein, or otherwise make the Platform available to any third party
  • permit timesharing, service bureau use or commercial exploitation of the Services
  • violate any applicable law or Intellectual Property Right
  • threaten the security or functionality of the Platform
  • create, collect, transmit, store, use or process any data:
  • that you do not have the lawful right to create, collect, transmit, store, use or process
  • that violates any applicable laws, or infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity)
  • that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data
  • attempt to reverse engineer, de-compile or disassemble the Platform
  • access or use the Platform for the purpose of building a similar or competitive product or service
  • upload, post or otherwise make available any material that contains viruses, malware or other malicious software
  • perform any vulnerability, penetration or similar testing of the Platform
  • promote or engage in any unlawful or illegal activities or internet abuse, including unsolicited advertising and spam
  • promote, upload, post, or otherwise make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of another's privacy, defamatory or otherwise objectionable or illegal, or that discriminates based on race, gender, religion, nationality, disability, sexual orientation, age, family status or any other legally protected class
  • engage in any activity that may reasonably injure or adversely reflect on the name, goodwill or reputation of Demand.io or any User
  • make any false representation, including creation of a false identity, impersonation of any person or entity or misrepresentation of your affiliation with any person or entity
  • track, trace, harvest, or otherwise collect or store any information, including personal information, on any Account or any other User of the Platform, without the express consent of such User

• Communications

  You are solely responsible for any communications on the Platform to other Users. In sending or posting any User content or communications ("User Content") to third parties on the Platform, User represents that: (a) it is the sole owner of or has all rights necessary for such User Content; (b) the User Content does not infringe or violate the rights of any third party; and (c) the User Content is truthful and accurate. We reserve the right to use and retain User Content, including for backup, archival, and audit purposes. No User may use the Platform to transmit any emails in violation of CAN-SPAM, including email: (i) with a "from line" that is materially false or misleading or does not accurately identify the person sending the email; (ii) with a subject line that is misleading, false, or misrepresentative or is likely to mislead the recipient about the content of the email; or (iii) that does not include a clear and conspicuous identification that the email is an advertisement or solicitation, a clear and conspicuous notice of the opportunity to decline to receive further communications, the name or registered fictitious business name of User, and a valid physical postal address of the User. With respect to calls, faxes, text, SMS, MMS, or social media messages (collectively, "SMS Marketing"), no User may use the Platform to engage in SMS Marketing except to contact those who have provided "prior express written consent," as that phrase is defined in the TCPA, to be contacted via SMS Marketing. Each User must maintain, under commercially reasonable standards, records of, and must promptly comply with, any unsubscribe, opt out, or do not call request. To the extent that Demand.io provides any suppression list to a User, User shall regularly scrub its database(s) against such list no less than every seven days and shall not send any communications to anyone on such list. Demand.io shall have no liability for the deletion or failure to store User Content, messages, or other content or communications or transaction information that is maintained or transmitted by the Services.

• Applicable laws

  By creating an Account and using the Platform, you agree to comply with these Terms and all applicable laws ("Applicable Laws"), including all federal, state, local, and foreign statutes, laws, ordinances, rules, and regulations, including the Telephone Consumer Protection Act, 47 U.S.C. § 227, as amended, and its implementing regulations and applicable F.C.C. rulings and orders (collectively, "TCPA"), CAN-SPAM Act of 2003 ("CAN-SPAM"), California's Anti-Spam Act, Cal. Bus. & Prof. Code § 17529 et seq. ("California's Anti-Spam Act"), the Federal Trade Commission Act and related rules, regulations, and guidelines (collectively, "FTC Act"), any applicable credit card merchant guidelines, child protection laws, laws regarding unfair and deceptive acts and practices, intellectual property and proprietary rights, defamation, and privacy, including if applicable the California Consumer Privacy Act ("CCPA"), Cal. Civil. Code § 1798.100 et seq., international laws, including if applicable the United Kingdom Data Protection Act of 1998 (as amended) ("UK Data Protection Act"), the General Data Protection Regulation (GDPR) (EU) 2016/679 ("GDPR") as amended and adopted by the UK and member states of the EU, and all related directives, acts, and regulations, and all federal laws, regulations, rules, and undertakings prohibiting or restricting the export or re-export of the Services or User Content outside of the United States. For the sake of clarity, in using the Platform, User may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or violate any restrictions, laws, or regulations of the United States Department of Commerce or Department of Treasury Office of Foreign Assets Control or any other United States or foreign agency or authority.

Ownership rights

• Intellectual property rights of Demand.io

  All graphics, logos, designs, page headers, button icons, scripts, and service names appearing on the Sites are registered and unregistered service marks, trademarks, trade names, or trade dress of Demand.io or its Affiliates in the U.S. and/or other countries (collectively, "Trademarks"). Our 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 pages may be used by organizations and third party sites in connection with journalistic promotion of our Services. But we prohibit commercial applications unless we approve in writing. Nothing on these Sites can be construed as granting, by implication, estoppel, or otherwise, any license or right to use our Trademarks, logo or service mark without our prior written permission. All proprietary rights and goodwill in our Trademarks shall inure to the benefit of Demand.io. The Sites and all their content, including 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. We reserve all rights not expressly granted in and to the Sites and their content.

• Limited license to user

  Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, non-transferable right to (i) access and utilize the Platform and Services made available to you, and (ii) access and view any Content of other Users which you are permitted access. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Content of other Users, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any Intellectual Property Rights owned or controlled by Demand.io or its licensors, except for the rights expressly granted in these Terms.

• Rights granted to Demand.io

  By making any of your Content available on or through the Platform or your use of our Services, you hereby grant to Demand.io a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, to use, edit, view, copy, adapt, modify, distribute, host, market, transfer, display, perform, transmit, stream, broadcast, access, and otherwise fully utilize such Content on the Platform as currently exist or may be developed in the future. Demand.io does not claim any ownership rights in any Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your Content. For the avoidance of doubt, the license granted in this paragraph applies to your Content on the Platform, and does not grant Demand.io a license to use your Content on third party media services and applications, or sublicense your Content to Brands, other Users or third parties except as may be authorized by you.

Digital Millennium Copyright Act

If you are a copyright owner or an agent and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing us with the following information in writing (see 17 U.S.C § 512(c)(3) for more information):

• • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
  • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single website location are covered by a single notification, a representative list of such works at that Site
  • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material
  • information to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail
  • a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
  • a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

You may send us your request to legal@demand.io. If you fail to comply with all these requirements, your DMCA notice may not be valid.

Advertisements

Demand.io may include advertisements on its own behalf or paid advertisements on behalf of interested companies and/or individuals on the Platform. By clicking on the advertisements, you may be shifted to a website of the advertiser or receive other messages, information, or offers from the advertiser. You acknowledge and agree that Demand.io is not liable for the privacy practices of advertisers or the content of their websites, information, messages or offers. Users are wholly liable for all communications with advertisers and for all transactions subsequently executed.

Compensation to influencers

• Payment terms

  Through the Platform and use of Services, Demand.io offers certain Users the ability to receive monetary compensation for certain Content submissions. The following terms (including those incorporated by referenced below govern payments to Users).

  • The amount of payment is based on our own proprietary algorithm to set a fair market rate for each Influencer (the "Influencer Score").
  • If our payments to you exceed $600.00, you must provide us a U.S. Tax Identification number (Social Security Number or EIN).

• Exclusive license to paid content

  As a material inducement for us in paying you for submitting Content, you agree and covenant that the Content you submit has not been posted, displayed or otherwise published on any other website or mobile application and is created exclusively for the Platform and Services. In that respect, you grant Demand.io a worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, sell and distribute, or incorporate any Content you submit to Demand.io into any form, medium or technology, and exercise any and all copyright, trademark, publicity, and database rights you have in the Content, in any media known now or in the future. Any Content you or anyone affiliated with you submit to any other website, mobile application or other online forum or blog is a material breach of the exclusive license and will entitle Demand.io to seek damages against you, including the recovery of any amount we paid you. Demand.io reserves the right to change or delete any Content for any reason that we deem, in our sole discretion, is necessary.

• No employment relationship

  Demand.io is not an employment service and does not serve as an employer of any User (regardless of the volume of Content submissions to any of our Sites). We are not be liable for any tax or withholding, including unemployment insurance, employer's liability, social security or payroll withholding tax. You understand and agree that, if we are found liable for any tax or withholding tax in connection with your use of the Platform or Services, then you will immediately reimburse and us an equivalent amount, plus interest and penalties.

• No agency relationship

  No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.

Confidentiality

"Confidential Information" means any information disclosed by a disclosing party (e.g., Demand.io, Brands or Influencer) to a receiving party either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving party; (b) becomes publicly known and made generally available after disclosure to the receiving party other than through the receiving party's action or inaction; or (c) is in receiving party's possession, without confidentiality restrictions, prior to the time of disclosure by the disclosing party as shown by receiving party's files and records. Receiving party shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to those individuals who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party and in accordance with these Terms. Receiving party agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Receiving party may disclose Confidential Information if required by law to disclose the Confidential Information, provided that receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain the disclosing party's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon its request, and also, upon termination of the Terms.

Indemnification

You agree to indemnify, defend, and hold Demand.io, its subsidiaries and Affiliates, and their respective employees, officers, and directors (each, a "Demand.io Entity" and collectively, the "Demand.io Entities"), and each Demand.io Entity's licensors, organizations, licensees, consultants, contractors, agents, attorneys, owners, third party service providers, results, and/or Services available in connection with third party websites, social content and/or action, blogs, postings, content, applications and/or emails ("Third Party Products"), harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims"), that actually or allegedly arise out of or result from your information or materials, use of the Platform or Service, any Content, your website, or your breach of these Terms. You agree to be solely responsible for defending any Claim against or suffered by Demand.io and/or any Demand.io Entity, subject to Demand.io and/or the Demand.io Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all Claims against Demand.io, and/or any Demand.io Entity, provided that you will not agree to any settlement that imposes any obligation or liability on Demand.io and/or an Demand.io Entity without Demand.io's prior express written consent.

Disclaimers

All users expressly agree that the platform and services are available on an "as is" basis, without warranty of any kind, express or implied, and that your use is at your own risk. Without limiting the generality of the foregoing, we disclaim 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 services or sites, or any part thereof, (iv) warranties relating to the transmission or delivery of the services or through the sites, (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 any demand. Io entity. Further, and without limiting the generality of any of the foregoing, there is no warranty that the services or the sites will meet your needs or requirements or the needs or requirements of any other person. In addition, you acknowledge and agree that we are not liability for telecommunications or internet outages. Services may be limited by many factors, including inherent risks of the internet.

Limitation of liability

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the platform or services remains with you. Neither demand. Io nor any other party involved in creating, producing or delivering the services will be liable for any direct, incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these terms, from the use of or inability to use the sites or services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not demand. Io has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. In all events, our liability is limited to the greatest extent permitted by law.

Notices

We may give general notices to parties by posting on out Sites, or by electronic mail to the email address provided by a User. It is the party's responsibility to ensure that their email address and any other contact information provided to us is updated, current and correct. It is your responsibility to check these Terms to see if there has been a modification. Unless otherwise specified, any notice or other communication can be given by Demand.io by posting to the Site or via an application. For notices or communications by Demand.io made by email, if any, the date of receipt will be deemed the date on which such notice is transmitted.

Choice of law

The Sites and Services are based in solely in California. The Platform and Sites are "passive" Sites that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. Accordingly, these Terms are governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of a state court located in Los Angeles, California for any action for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution Provision below. To the fullest extent allowed by Applicable Law, (a) all disputes, claims and causes of action arising out of or in connection with these Terms, the Platform or our Services, shall be resolved individually without resort to any form of class action; (b) all claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorneys' fees; and (c) under no circumstances will any User be permitted to obtain any award for, and Users hereby waive 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.

You agree that any cause of action arising out of or related to the services or content must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred and waived.

Termination

We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time terminate these Terms or your access to the Sites and Services. Upon termination we will promptly remit to you any funds in our control that we reasonably determine are owed to you. You may cancel your Account at any time by contacting us or following the prompts on the Sites. Please note that if your Account is canceled, we have no obligation to delete or return any Content you have posted to the Platform, including, but not limited to, any reviews or Feedback.

Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Demand.io's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Demand.io may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Severability

These Terms are intended to govern the agreement between Demand.io and you to the extent permitted by all Applicable Laws, ordinances, rules, and regulations. If any provision of these Terms is for any reason or to any extent invalid or unenforceable, the remainder of these Terms and the application of that provision to other persons or circumstances will not be affected, but will be enforced to the greatest extent permitted by law.

Dispute resolution provision

• General

  Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity, or to the use of the Sites or Services (collectively, "Disputes") will be settled by binding arbitration; except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of any Intellectual Property Rights.

• Arbitration rules and governing law

  The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

• Arbitration process

  A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org and a separate form for California residents at www.adr.org.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAAs roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

• Arbitration location and procedure

  Unless we mutually agree, the arbitration will be conducted in Los Angeles County, California or by video conference, if available. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the documents you and Demand.io submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

• Arbitrator's decision

  The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitrator's award damages must be consistent with the terms of the Limitation of Liability section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

• Fee

  Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

• No class action

  You and Demand.io agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, we agree otherwise, the arbitrator may not consolidate more than one claim, and may not otherwise preside over any form of a representative or class proceeding.

• Enforceability

  If the No Class Action section of this Dispute Resolution Provision is found to be unenforceable, or if the entire Dispute Resolution Provision is found to be unenforceable, then the entirety of the Dispute Resolution Provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described above will govern any action arising out of or related to these Terms.

• Right to opt out of arbitration and class action / jury trial waiver

  You may opt out of the arbitration and class action/jury trial waiver provision of these Terms by notifying us in writing within 30 days of the date you first registered for the Services. To opt out, you must send a written notification to us that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.

International users

Demand.io makes no claim that the Platform is appropriate or may be downloaded outside the United States. If you access the Platform from a location outside the United States, you do so at your own risk and are responsible for compliance with all applicable laws, rules, regulations or decrees of your jurisdiction.

Feedback and reporting misconduct

We welcome and encourage you to provide feedback, comments and suggestions (collectively "Feedback") for improvements to the Platform or Services. You may submit Feedback by emailing us at support@demand.io. You acknowledge and agree that all Feedback will be the sole and exclusive property of Demand.io and you hereby irrevocably assign to Demand.io and agree to irrevocably assign to Demand.io all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Demand.io's request and expense, you will execute documents and take such further acts as Demand.io may reasonably request to assist Demand.io to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.

General

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Demand.io. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Certain features or Site and/or application areas (and your access to or use of certain aspects of the Services or content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, or Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, application, Services, or content.

By registering or by clicking to accept these Terms, you are deemed to have executed these Terms electronically, effective on the date you register your Account, pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your creating of an Account constitutes an acknowledgment that you are able and willing to electronically receive, download, and print these Terms, any amendments, and any agreements with other Users.

Notice to California residents

If you are a California resident, under California Civil Code § 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Platform or Services or to receive further information regarding use of the Platform or Services.

Entire agreement

These Terms constitute the entire and exclusive understanding and agreement between Demand.io and you regarding the Services and supersede and replace all prior oral or written understandings or agreements.

Disclaimer: The original, legally binding version of these Terms is written in English. If it is translated into other languages by non-native English-speakers or by software, there may be discrepancies between the English version and the translated version. If so, the English version supersedes the translated version.