2Hat Media LLC services have been developed to be available through several websites (each a “Site”) and various applications (each, an “Application”) which are provided and operated on behalf of and by 2Hat Media LLC (such service, together with each Site and App, together, the “Platform”). The Platform allows creators of content (“Influencers”) to perform various tasks, including but not limited to engaging with marketers, agents, and advertisers (collectively, “Marketers”) to allow for the distribution of content created by the Influencers (“Assignments”).
This Agreement serves as the complete, exclusive Agreement between You and 2Hat Media LLC unless you enter into a separate Content or Platform agreement outlining different terms for Your access to the Content and related Platform. The agreement outlined here supersedes all previous communications, agreements, and proposals, whether oral or written; excluding other formal agreements you have entered with 2Hat Media LLC; in which case you should refer to your Master Influencer Agreement. The terms outlined here will control if there are any conflicts between this Agreement and Your Master Influencer Agreement.
YOU MUST READ THIS AGREEMENT CAREFULLY. ACCESSING AND USING THE CONTENT OR THE PLATFORM, and clicking the box that indicates you are accepting and agreeing to the terms outlined, YOU are agreeing THAT YOU HAVE READ AND ACKNOWLEDGE YOU AGREE TO BEING BOUND BY THE TERMS OF THIS AGREEMENT.
2Hat Media LLC IS NOT WILLING TO PROVIDE ANYONE WHO DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT WITH ACCESS TO THE PLATFORM OR THE USE OF THE CONTENT CONTAINED THEREIN. BY ACCESSING THE PLATFORM, YOU AGREE AND ACKNOWLEDGE that you meet all of the criteria outlined and are thus BOUND BY THE TERMS OF THIS AGREEMENT.
The plain English definitions and meanings of the terms used within this agreement will apply as commonly interpreted in the US unless alternate definitions are given within the wording of the Agreement.
Downloading or installing a 2Hat Media LLC Application binds you to the terms of this agreement from the date of your download, installation, access, or click the box stating you accept the Agreement (the “Effective Date”). Your agreement continues until terminated.
2Hat Media LLCreserves the right to make modifications to the Agreement, Platform, or Content at any time. All modifications will be made available on said Platform and You will receive notice as specified within this Agreement. All modifications posted to the Platform or outlined in any other notice are effective immediately. You have the right to stop using the platform if you disagree with modifications. Your continued use of the Platform is your acknowledgement that you agree to the terms of the modifications.
Users may be required to create an account on the Platform (an “Account”) in order to access an application or specific portions of the platform. Your Account (the “Account ID”), user identification, and password are considered personal data. Accounts are deemed for Your personal use and you may not share, transfer, or otherwise distribute Your Account or Account ID to any third party. You maintain responsibility for the way the Content and the Platform are accessed and used via Your Account ID.
You must notify 2Hat Media LLC immediately if your Account ID is compromised, stolen, or lost. You are responsible for any damages or liabilities that result due to the use of Your Account or Account ID (lawful or unlawful). All transactions that are completed under your Account ID will be considered lawfully completed by YOU. You will be asked to submit personal identifying information about Yourself (“Registration Information”) in order to establish a 2Hat Media LLC account. All information you provide must be completed and true; and (2) must be maintained and immediately updated immediately if there are any changes to Your Registration Information.
5.1 To the Platform.
Upon your agreement to comply with this Agreement, 2Hat Media LLC will allow you to access the Platform and use the content for lawful purposes only. You may only use the Platform as outlined by the terms in this Agreement or an alternate agreement you have with 2Hat Media LLC.
5.2 To Applications.
Upon your agreement to comply with this Agreement, 2Hat Media LLC gives you permission to install, download, and operate the Applications designed for accessing and using the Platform. You may only install the Application on a single device, whether that is a computer, mobile device, or smartphone. The device must be controlled by You and this Agreement only applies to Your personal use of the Platform as outlined in this Agreement and any additional documentation that accompanies the Application. You have no additional rights or licenses to the Application or IPR (as defined below). You may not modify, use, reproduce, create derivative works from, transmit, post, republish, transfer or sell, distribute, or exploit the Application in any way not outlined specifically in this agreement. You must agree to this term before gaining access to the Application.
5.3 To Marketers.
2Hat Media LLC may grant permission for (a) You to make some of Your data (including Your personally identifying data) available to Marketers, (b) Marketers to approach You for Assignments or other forms of communication (in each case, a “Communication”). Your acceptance of Communication from, or sending to, a Marketer, is your agreement that said Marketer may contact You via the Platform. You are responsible for any Communications between Yourself and the Marketers on the Platform. By sharing personal data with Marketers, You are “opting in” to the disclosure by2Hat Media LLCof your personal information to said Marketer.
2Hat Media LLC, influencers, and the Marketers, providers, and licensors own all content, data, and information exchanged through the Platform (excluding the Assignments You accept; collectively “Content”) unless noted otherwise. It is your responsibility to verify that Content is complete and accurate and you are solely responsible for Your use of the Content. You will not, nor will you allow a third party to: (a) use the Content to create any derivative works, modifications, or alterations; b() distribute, lend, sub-license or transfer any Content in any fashion; or (c) remove copyright or trademark notices or make any other alterations connected to any of the Content you use. 2Hat Media LLC is not responsible for verifying the accuracy of content based on data or information provided by Marketers or Influencers (“Third Party Content”). You have no rights or licenses to any Content or IPR (as defined below). You must contact 2Hat Media LLC if you would like permission to use any Content in a manner not authorized in this Agreement.
Either party may terminate this Agreement at any time. At the termination of this Agreement: (1) all rights granted via this Agreement are immediately terminated; (2) You agree to cease use of the Platform and Content; (3) You agree to immediate delete any 2Hat Media LLC Applications previously installed; and (4) You understand that 2Hat Media LLC may delete your Assignments and Accounts. Sections 1 (Definitions), 6 (Termination), 9 (Ownership), 10 (Warranties and Disclaimer), 11 (Indemnity), 12 (Limitation on Liability), 13 (Data Privacy, 15 (Governing Law and Venue) and 15 (Additional Terms) will survive the termination or expiration of this Agreement.
2Hat Media LLC has the right to suspend Your Account and Your access to said account, Content, or the Platform, upon any suspected, threatened, or actual breach of this Agreement. Doing so does not limit 2Hat Media LLC right to the termination of this Agreement. 2Hat Media LLC reserves the right to suspend Your account for breaches that apply to applicable law or for reasons pertaining to inappropriate conduct perceived to be detrimental to the Marketers, Influencers, Platform, or 2Hat Media LLC.
8. Platform Technology.
All technology, including databases, hardware, and software, use on behalf of or by 2Hat Media LLC to operate the Platform; as well as the organization, structure, data, information, and software coding (collectively, the “Technology”), are considered trade secrets of2Hat Media LLC. You and third-parties on your behalf, will not: (1) attempt to access the Technology unlawfully in a manner not outlined in this Agreement; (2) use the Technology unlawfully or in a way that could damage or impair the Technology; (3) authorize automated scripts to interact with the Technology in any way; (4) create derivative works, alterations, modifications, or reproductions of the Technology; (5) sub-license, license, lease, distribute, sell, make available, or transfer Your rights to the Technology to any third party; (6) attempt in any way to derive the methodologies used in the creation or operation of the Technology; (7) attempt to circumvent any protective measures put into place to restrict access to certain parts of the Technology; (8) monitor the functionality of the Technology, it’s availability, or it’s performance; or (9) cause any interference of any kind with the Technology.
2Hat Media LLC maintains all rights to and interests in the Technology, without limitation, including any modifications and improvements. You have no licenses or rights to use, nor ownership interest in, the Technology other than your right to access the Content and Platform as has been outlined in this Agreement. You have no rights or license to use the trademarked Scalefluence logo, name, product names, or service names. “IPR,” for the purposes of this Agreement, means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting information, data, intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in databases, and contract rights.
10. Warranties and Disclaimer.
All parties warrant and represent that: (1) they are legally authorized to enter into an Agreement; (2) this Agreement is a legally binding obligation on behalf of the involved party; (3) all parties have the legal authority to perform the obligations set forth in this agreement. UNLESS EXPRESSLY DESCRIBED IN THIS SECTION, THE CONTENT, PLATFORM, and TECHNOLOGY ARE “AS AVAILABLE” and “AS IS” and 2Hat Media LLC and related providers EXPRESSLY DISCLAIM, AND REQUIRE YOU TO DISCLAIM, ANY RELIANCE ON ANY WARRANTIES AND REPRESENTATIONS OF THIS AGREEMENT, WHETHER STATUTORY, IMPLIED, OR EXPRESSED. THIS INCLUDES ANY WARRANTIES OF THE FITNESS OF THE APPLICATION FOR A SPECIFIC PURPOSE OR MERCHANTABILITY, title or non-infringement. 2Hat Media LLC EMPLOYEES, AGENTS AND PROVIDERS WILL NOT INCREASE THE SCOPE OF THESE WARRANTIES, OR CREATE NEW WARRANTIES, VIA THE ORAL OR WRITTEN OFFERING OF ADVICE OR INFORMATION. THE WARRANTIES ARE LIMITED TO THOSE EXPRESSLY SET FORTH WITHIN THIS SECTION OF THE AGREEMENT.
You agree to hold harmless 2Hat Media LLC and all related officers, employees, and agents (“Indemnified Parties”) from any and all claims or losses, including liabilities and all costs (including attorney, court, damage awards, or settlements) resulting from Your access and use of the Technology, Platform, Content, or Assignments resulting from your breach of this Agreement. 2Hat Media LLC reserves the right to participate in the defense of any claims or allegations.
12. Limitation on Liability
2Hat Media LLC will not be held LIABLE FOR ANY DAMAGES OR LIABILITIES, HOWEVER CAUSED (INCLUDING NEGLIGENCE) ARISING FROM YOUR USE OF THE PLATFORM, SERVICES, or CONTENT REGARDLESS OF ANY NOTIFICATIONS REGARDING THE POSSIBILITY OF DAMAGES, BUSINESS INTERRUPTION, OR LOSS OF OPPORTUNITY. 2Hat Media LLC TOTAL LIABILITY AS IT RELATES TO THIS AGREEMENT, IN CONTRACT OR TORT OR OTHERWISE, SHALL NOT EXCEED $10. You agree THAT 2Hat Media LLC WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THE INCLUSION OF THESE LIMITATIONS ON THE ORGANIZATION’S LIABILITY IN ANY JURISDICTION WHERE THESE LIMITATIONS ARE NOT LEGALLY PERMITTED. In those cases, 2Hat Media LLC LIABILITY SHALL NOT EXCEED THE MAXIMUM EXTENT PERMITTED BY THAT JURISDICTION’S LAW.
13. Data Privacy
14. Claims of Infringement
2Hat Media LLC respects all copyrights and intellectual property rights. You may notify our copyright agent, via mail, if you believe in good faith that your copyrights have been violated on the Platform without proper authorization.
Please include the following information to the agent:
– The identity of the infringed work
– The identify of the allegedly infringing work
– Your name, address, email address, and phone number
– A statement regarding your good-faith belief in the infringement of your copyright
– A statement that you attest, under penalty of perjury, that you are authorized to act on behalf of the copyright holder; and
– Your signature (electronic or physical)
15. Governing Law and Venue.
Any interpretation of any any section of this Agreement, including negotiations and arbitrations, are governed by the laws of the State of California, USA without regard to any conflict of laws provisions. By accepting this Agreement, you irrevocably submit to the jurisdiction and venue of the federal court in the District of California, USA or the state court in Los Angeles, California USA as it pertains to proceedings brought by 2Hat Media LLC.
16. Additional Terms
Unless otherwise indicated per the terms of this Agreement, this Agreement serves as the exclusive governance of Your access to the Content and Platform. This agreement represents a complete understanding and agreement between all involved parties and supersedes any other proposal, agreement, or communication. Unless otherwise noted, this agreement may only be amended in writing and must be signed by both parties. All waives must be in writing. Failure to enforce any part of this agreement does not constitute a waiver of any other provision. Any unenforceable provisions within this agreement will be removed in compliance with law and will be replaced with provisions that match the original intent, within the confines of the law; and all other provisions remain untouched and enforceable. In the event of a court proceeding, the prevailing party is entitled to collect legal costs, expert witness fees, attorney fees, and fees on appeal. You may not transfer or assign any of Your rights under this Agreement, in whole or in part, without the written consent of 2Hat Media LLC. Any violating assignments will be considered null and void. 2Hat Media LLC reserves the right to assign this Agreement to any independent party that assumes its obligations. All parties are independent and are not joint ventures, employees, employers, or agents as no party may bind or enter into obligation on behalf of the independent party. 2Hat Media LLC Content and Platform may contain links to third-party websites. 2Hat Media LLC has no control over these sites or the links contained therein and is not responsible for any of the content on any linked or third-party site you access as a User of the platform. 2Hat Media LLC reserves the right to reference You as a User of the Scalefluence platform, with your name and logo, in any list of users that appears on the Platform or in marketing materials relating to the Platform.
17. YouTube Terms of Service
2Hat Media LLC uses the YouTube API to validate subscriber count for any YouTube channel submitted by a publisher. Therefore, publishers who submit their YouTube channel to 2Hat Media LLC are agreeing to be bound by the YouTube Terms of Service: https://www.youtube.com/t/terms
18. Revoking Scalefluence’s API access to YouTube and other Google services.
Users may revoke Scalefluence’s API access to any Google service at any time via the Google security settings page: https://security.google.com/settings/security/permissions