rewardSnap Influencer Agreement

Last updated on: 9 July 2019

These rewardSnap Terms (“Agreement”) govern your application and enrollment in the rewardSnap (defined below) and your use of rewardSnap (defined below). rewardSnap (“rewardSnap,” “we,” “us,” “our”) administers an influencer network program (“rewardSnap”) that enables you to earn compensation on content created by you (“Influencer Content”) on websites, blogs, and social media accounts that are owned and operated by you (“Influencer Properties”). By applying for enrollment in the rewardSnap, you agree to be bound by this Agreement. If you do not agree to the terms of the Agreement, do not apply for enrollment into the rewardSnap. If you do not comply with the terms of this Agreement, we may terminate this Agreement and disclaim any obligation to compensate you in any manner for any of your activities that might otherwise have resulted in you receiving compensation had you complied with this Agreement.

When your social followers click through the Authorized Links to purchase an item sold or services offered on the Merchant’s site or take other actions, you can receive compensation for qualifying purchases, as further described in (and subject to the limitations in) clause 7 - Compensations. In order to facilitate your advertisement of merchant products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with rewardSnap (“rewardSnap Content”).

By accessing or using the rewardSnap website, the rewardSnap service, or any applications (including mobile applications) made available by rewardSnap (together, the "Service"), however accessed, you agree to be bound by these terms of use ("Terms of Use"). The Service is owned or controlled by rewardSnap. These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service. There may be times when we offer a special feature that has its own terms and conditions that apply in addition to these Terms of Use. In those cases, the terms specific to the special feature control to the extent there is a conflict with these Terms of Use.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND REWARDSNAP WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. Eligibility.

    Upon your application to the rewardSnap, rewardSnap may evaluate your Influencer Properties and your Influencer Content and request that you provide supplementary documentation and information to support your application. Acceptance and enrollment into the rewardSnap is at the sole discretion of rewardSnap , and rewardSnap may reject or deny your application for any reason or no reason at all. Limit one account per individual. Accounts are personal and you may not apply for an account on behalf of another individual. You shall keep your rewardSnap account username and password confidential. You are solely responsible for maintaining the security of, and for all activities that occur under, your rewardSnap account. You shall notify rewardSnap immediately if, or if you suspect that, the security of your account has been breached.

  2. Modification.

    RewardSnap reserves the right to modify these rewardSnap Terms at any time by posting a notice on www.rewardSnap.com or by sending you a notice via News inbox on rewardsnap.com or via email. Unless otherwise set forth in the notice, any such modifications shall be effective immediately. You should refer regularly to the rewardSnap Site, as applicable, to review the current Agreement and to be sure that the items you offer can be offered via the applicable Service. Your continued use of the rewardSnap shall constitute your acceptance of the rewardSnap Terms, as modified as of the date the notice was posted, unless another effective date is set forth in the notice. rewardSnap may, at any time, discontinue, suspend, modify, substitute, upgrade, replace, or terminate the rewardSnap Program, in whole and in part, with or without notice to you.

  3. rewardSnap functions.

    If accepted into the rewardSnap Program, you may have access to certain websites, tools, applications, widgets, software, rewardSnap’s database, and associated content, software, and documentation that enable you to promote and monetize your Influencer Content. Subject to acceptance into the rewardSnap Program and your compliance with the Agreement and any other applicable rewardSnap policies, rewardSnap hereby grants you a personal, non-exclusive, non-transferrable, revocable, limited license to use the rewardSnap functions with the Influencer Content on your Influencer Properties for the Term of this Agreement. You shall not use the rewardSnap functions for any other purpose. You shall comply with all usage guidelines, technical requirements, and other policies relating to the rewardSnap functions that rewardSnap may provide or post from time to time.

  4. Disclaimers

    Our Services include content from third parties such as Influencers and Merchants, which we do not control. We disclaim any liability for such content.

    You understand that rewardSnap does not accept any liability whatsoever for any harm that might result from any statements presented on the Services, including statements and opinions on the Services, products viewed via the Services, or third-party advertisments or services posted or linked through the Services. You understand that any statements by rewardSnap, its employees, agents, and affiliates are provided for informational purposes only. rewardSnap reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. rewardSnap makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services advertised, offered, or provided by any Merchant, statements made by any influencer, or other individual, company or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.

  5. Use Restrictions.

    You shall not, and shall not permit others to: (a) copy, distribute, assign, rent, sell, sublicense, or create derivative works from the rewardSnap functions; (b) damage, interfere with or unreasonably overload the rewardSnap functions; (c) introduce any code intended to disrupt rewardSnap; (d) alter or delete any information, data, text, links, images, software, chat, communications and other content made available through the rewardSnap functions; (e) access the rewardSnap functions by expert system, electronic agent, “bot,” spider, or other automatic means, or manual process; (f) monitor or copy the rewardSnap web pages or the content contained therein, including, without limitations the use of screenshots; (g) modify, reverse engineer, reverse assemble, decompile, or otherwise derive the source code of any rewardSnap functions; (h) provide any unauthorized third party with access to the rewardSnap functions; (i) interfere with the operation of the rewardSnap; (j) systematically retrieve data from the rewardSnap functions to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of rewardSnap; (k) engage in any “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the rewardSnap functions or any rewardSnap website, in any manner or in any quantities not authorized by rewardSnap; (l) take any action that imposes an unreasonable or disproportionately large load on rewardSnap functions or the rewardSnap infrastructure; (m) remove, obscure, or alter rewardSnap’s or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within the rewardSnap functions.

  6. Engagement

    Any type of agreement or arrangement between you and a Merchant, or in some cases, an agreement or arrangement between you and rewardSnap acting on its own behalf, that can be initiated or performed on or in relation to the internet, including the usage of Authorized Links in any Influencer Content, affiliate marketing, performance based linking and online-to-offline tracking of tracked activities, is considered an engagement (“Engagement”).

  7. Authorized Links.

    rewardSnap functions may include links that are provided or authorized by rewardSnap to be displayed, distributed or placed on Influencer Content pursuant to an Engagement (“Authorized Links”) which links to sites of retailer partners of rewardSnap (“Merchants”). Subject to your acceptance into the rewardSnap, you may use Authorized Links with your Influencer Content on your Influencer Properties.

    1. Use of Authorized Links - Each Authorized Link used by you must include, in unaltered form, the rewardSnap tracking code in the manner and format made available or otherwise dictated by rewardSnap. These links through addition and/or use of any technology and/or methodology, can be tracked so that such rewardSnap or a Merchant can monitor the impressions, click-throughs and/or other tracked activities achieved by the display, distribution and/or placement of such link. The term “Authorized Link” shall also refer to any equivalent link, mechanism or technology that, upon being activated, causes the same result as clicking on an Authorized Link.

    2. Valid Referrals Only - You will place or use Authorized Links only with the intention of delivering the agreed upon tracked activities. You may not, nor knowingly permit any person to, activate or attempt to activate a Authorized Link or inflate or attempt to inflate the amount of any sought-after or resulting tracked activities, including but not limited to the use of any method or technology that does not actually deliver an end user to the destination site associated with such Authorized Link.

    3. Final and Binding Determinations - rewardSnap’s determination as to whether a tracked activity resulted from an Authorized Link shall be final and binding on you.

    4. Distribution of Authorized Links - You shall not use the Authorized Links on any properties or with any content that are not your own. If you distribute, or plan to distribute, Authorized Links on, to or through Influencer Properties other than those owned or operated by you, you hereby agree (i) that upon rewardSnap’s request from time to time, you will provide rewardSnap a list of Influencer Properties that are not owned or operated by you (together with any reasonably requested information about any such Influencer Properties) where Authorized Links (and associated materials) have been, or are planned to be distributed and/or used, and (ii) to provide prompt and reasonable cooperation to rewardSnap in responding to any requests, complaints, claims or other issues raised by any Merchant regarding where and how such Merchant Authorized Links are distributed and/or used, including ceasing further distribution of such Authorized Links (and associated materials), as appropriate. You agree that you will be liable for any breach of this Agreement that results from an act or omission of any third-party Influencer Properties that you use to display Authorized Links. rewardSnap reserves the right to prohibit you from distributing Authorized Links to or displaying Authorized Links on third party Influencer Properties.

    5. No Modification, Etc. of Authorized Links - You agree that you will not modify, circumvent, impair, disable or otherwise interfere with any tracking codes and/or other technology and/or methodology required or made available by rewardSnap and/or the Merchant to be used in connection with your Influencer Content. You shall not frame, minimize, remove, inhibit, or redirect a user from, the full and complete display of any webpage accessed by an end user after clicking on an Authorized Link. You further agree that you may not create your own Authorized Links unless specifically authorized to do so by the relevant Merchant or rewardSnap, in which case you agree to comply with any of the Merchant or rewardSnap’s applicable terms and conditions.

    6. Termination of Authorized Links - rewardSnap or the relevant Merchant may terminate any Authorized Links associated with any Engagement. You must remove any Authorized Links after being notified of any termination of the corresponding Engagement, including due to termination or expiration of a relevant Merchant’s participation. If Authorized Links are not so removed, rewardSnap may redirect such links as it determines in its sole discretion, with or without compensation to you.

    7. Discontinuing Use of Authorized Links - You may at any time discontinue use of Authorized Links by removing such Authorized Links from your Influencer Properties, with or without notice to rewardSnap provided however you shall remain subject to the terms of the relevant Engagement and this Agreement until you separately terminate such Engagement(s) or this Agreement. If rewardSnap requests that you remove an Authorized Link from your Influencer Properties, you must comply with such request within twenty-four (24) hours. Failure to comply with such request may result in suspension or termination of your rewardSnap account and/or forfeiture of payments, as determined by rewardSnap in its sole discretion.

  8. Compensation

    Compensation shall be calculated solely based on successful transactions in which the last-click was driven by you prior to the sale and maintained by rewardSnap at its sole discretion. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to you from the relevant Merchant under the applicable Influencer Content, since payment may be subject to conditions established by that Merchant, including policies regarding order cancellation, returned merchandise, receipt of pending credit card authorizations and/or chargebacks and minimums for earned compensation before payment is made.

  9. Payment

    Payments for compensation or other payment obligations are made on a monthly basis based on the performance of 2 months earlier, any payments will be made via PayPal or bank transfer, provided that the earned commission amounts in your rewardSnap account meets the Minimum Balance. The “Minimum Balance” is USD$100 or HKD$800. If your commission of a certain month doesn't reach the Minimum Balance, it will be carried forward to next month. All transactions will be based on United States dollars and excluding tax. Necessary bank fees involving payment from rewardSnap shall be borne by you as the receiver. rewardSnap reserves the right to modify the payment method at any time in its sole discretion.

    You are responsible for providing rewardSnap with accurate information needed to facilitate payment to you. You are responsible for keeping your payment information updated in your rewardSnap account. rewardSnap hereby disclaims any liability for any payments related to erroneous contact or payment information provided by you. You agree that by granting you permission to dispute the amount of any payment made to you, rewardSnap in no way waives its absolute right, as set forth above, to make a final, binding determination, in its sole discretion, of the amounts you are owed.

    You also acknowledge and agree that:

    (a)
    your entitlement to any compensation reported with respect to any tracked activity (including if reported) is solely responsible by the Merchants for its payment;
    (b)
    rewardSnap is not liable or responsible for payment or collection even if rewardSnap performs the function of processing payments to you on behalf of Merchants;
    (c)
    your entitlement to any compensation reported with respect to any tracked activity is subject to rewardSnap’s receipt of funds from the Merchants associated with the Influencer Content giving rise to the purported compensation;

    In the event that rewardSnap has not received funds from the Merchants by the date agreed on between Merchants and rewardSnap, rewardSnap will be entitled to take measures of the following (a) or (b).

    (d)
    In the event that rewardSnap has not transferred to you funds equivalent to compensation as stated above, rewardSnap withholds transfer or determines not to transfer; or
    (e)
    In the event that rewardSnap has already transferred to you funds equivalent to compensation as stated above, rewardSnap demand you to refund the same or deduct the same amount from other fees you are entitled to receive involving rewardSnap.
  10. Term: Termination

    This Agreement is effective upon the submission of your application to the RewardSnap, and shall continue until terminated in accordance with this Agreement (“Term”). You may terminate this Agreement with written notice to RewardSnap. RewardSnap reserves the right to modify, discontinue, suspend any and all Services without prior notice. RewardSnap may terminate or suspend your access to the Services (and/or any feature thereof) or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Upon termination of your account, your right to access and use the Services and any Content will immediately cease. We may terminate this Agreement and your enrollment in the rewardSnap, in whole or in part, including your access to the rewardSnap, at any time with or without notice, including without limitation, due to your inactivity or if rewardSnap believes, in its sole discretion, that you have violated the terms of this Agreement. rewardSnap reserves the right to terminate your account for inactivity. Inactivity is defined as any six (6) month period in which no purchase Actions have Closed on your account the event of termination for inactivity, any outstanding account balances earned and payable as of the effective date of termination will be paid out within thirty (30) days of termination. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

    Upon the effective date of termination, you will no longer be eligible to earn any additional Fees. Any Actions that have not Closed as of the effective date of termination are not payable. Upon any termination of this Terms and Conditions and/or your participation on rewardSnap, you have been deemed waived your rights to receive any outstanding compensation and compensation otherwise paid to you thereafter of termination.

  11. Program Restrictions.

    You shall not (a) use scripts or disguised redirects to derive financial benefit from rewardSnap; (b) distribute unsolicited advertising or mail messages, publish or distribute spam, unethical or unwanted commercial content, or engage in unlawful or objectionable acts (such as phishing, spoofing, transmitting computer worms, viruses, and other harmful code); (c) engage in any cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks, placing Authorized Links in banner ads, malware, or adware); (d) engage in keyword stuffing or similar activities in connection with the name, branded terms or trademarks (or any variations or misspellings thereof) of rewardSnap or any Retailer (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters); (e) bid or purchase the name, branded terms or trademarks (or any variations or misspellings thereof) of rewardSnap or any Retailer in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks, without prior express consent of the trademark owner; (f) engage in any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites); (g) include the name, branded terms or trademarks (or any variations or misspellings thereof) of rewardSnap or any Retailer in any display URL or any paid marketing, without the express consent of the trademark owner; (h) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of rewardSnap or any Retailers without prior express written consent; (i) use any meta tags or any other "hidden text" utilizing the name or trademarks of rewardSnap without our express written consent; (j) use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section; (k) post any material that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (l) infringe on any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party; (m) violate Applicable Laws or otherwise engage in any illegal, manipulative or misleading activity; (n) use Authorized Links in any downloadable software application without rewardSnap’s prior written approval; (o) link to, frame, or otherwise embed or display any Influencer Content that contains any pornographic, hate-related, violent, defamatory, fraudulent or illegal content; (p) use cookies, web beacons, or other means to collect personal information from third parties in connection with your account; and (q) appropriate the identity of another person, impersonate any person or entity, misrepresent your affiliation with any person or entity, or post personal or confidential information of any other person.

  12. Marketing Opportunities.

    rewardSnap may, in its sole discretion, provide you with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Marketing Opportunities”). Enrollment in any such Marketing Opportunities is voluntary. All benefits and responsibilities relating to Marketing Opportunities shall be governed by the terms and conditions of such Marketing Opportunities, and if you elect to enroll in such Marketing Opportunities, you agree to be bound by all such terms and conditions. If you enroll in Marketing Opportunities, you hereby agree and acknowledge that a breach of your obligations under such Marketing Opportunities will constitute a breach of this Agreement. rewardSnap reserves the right to change, suspend, or discontinue any aspect of any Marketing Opportunity at any time, including the availability of any Marketing Opportunity, and reserves the right to make Marketing Opportunities available only to select influencers, and to remove you from any Marketing Opportunity at any time, in rewardSnap’s sole discretion.

  13. Compliance Regulation

    These Terms of Use are governed by and construed in accordance with the laws of Hong Kong Special Administrative Region, without giving effect to any principles of conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. For any action at law or in equity relating to the arbitration provision of these Terms of Use, the Excluded Disputes or if you opt out of the agreement to arbitrate, you agree to resolve any dispute you have with rewardSnap exclusively in a court located in Hong Kong, and to submit to the personal jurisdiction of the courts located in Hong Kong for the purpose of litigating all such disputes. (Any dispute relating in any way to rewardSnap or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify.)

    If any provision of these Terms of Use is held to be unlawful, void, or for any reason unenforceable during arbitration or by a court of competent jurisdiction, then that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provisions. rewardSnap’s failure to insist upon or enforce strict performance of any provision of these Terms will not be construed as a waiver of any provision or right. No waiver of any of these Terms will be deemed a further or continuing waiver of such term or condition or any other term or condition. rewardSnap reserves the right to change this dispute resolution provision, but any such changes will not apply to disputes arising before the effective date of the amendment. This dispute resolution provision will survive the termination of any or all of your actions with rewardSnap.

    You agree to raise any dispute within 1 year and waive your right to join a class action against rewardSnap. Any dispute must be raised within one (1) years after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void. You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against rewardSnap.

  14. Data Regulations.

    You shall take all necessary and proper measures to protect personal privacy on your Influencer Properties, including, without limitation, making all appropriate privacy and data collection and/or data usage disclosures in accordance with Applicable Laws. You will comply with the obligations under applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement. If your Influencer Properties include visitors from the European Union (“EU”), you will comply with any regulations implementing the Data Protection Directive 95/46/EC and the Privacy and Electronic Communications Directive 2002/58/EC (collectively, “Data Regulations”). You shall obtain prior, freely given, specific and informed consent from any visitors to your Influencer Properties that cookies are being served by rewardSnap on the visitors who click through the Authorized Links on your Influencer Properties.

  15. Warranty

    You represent and warrant that: (a) you are at least 18 years of age; (b) all information provided by you to rewardSnap is correct, accurate, and current; (c) your Influencer Content shall be your original work, you are the exclusive owner of your Influencer Content, and your Influencer Content does not infringe, misappropriate or violate a third party's intellectual property rights or rights of publicity or privacy; (d) you shall comply with all Applicable Laws, including without limitation, all Compliance Regulations and Data Regulations; (e) you have the right to grant all of the licenses set forth under this Agreement, without rewardSnap incurring any third party obligations or liability arising out of its exercise of the rights granted by you under this Agreement; (f) you hold any rights or consents necessary for rewardSnap to process the visitor information collected by rewardSnap from your Influencer Properties in accordance with this Agreement and to transfer such data outside of Hong Kong; and (g) you will take appropriate technical and operational measures against accidental loss and damage to, and the unlawful processing of visitor information collected on your Influencer Properties.

  16. DISCLAIMER

    rewardSnap MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. rewardSnap EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, QUALITY, ACCURACY, AND FITNESS FOR ANY PARTICULAR PURPOSE. rewardSnap DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE rewardSnap FUNCTIONS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ENROLLMENT IN THE rewardSnap WILL RESULT IN ANY MINIMUM FEES OR PAYMENTS UNLESS OTHERWISE AGREED IN WRITING. rewardSnap PROVIDES rewardSnap FUNCTIONS AND rewardSnap "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. rewardSnap ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE rewardSnap FUNCTIONS OR ANY USER COMMUNICATIONS. IF YOU ARE DISSATISFIED WITH THE rewardSnap FUNCTIONS OR THE rewardSnap PROGRAM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF THE rewardSnap FUNCTIONS.

  17. Confidentiality

    “Confidential Information” means any oral, written, graphic or machine-readable information including, but not limited to, that which relates to rates, Fees, Actions, or other statistics relating to performance in the rewardSnap Tools, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of rewardSnap or any Retailer, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) is lawfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) rightfully known prior to receiving such information from rewardSnap; or (d) developed independently of any information originating from rewardSnap. You agree that, during the Term of this Agreement and for three (3) years thereafter, you will not disclose to any third party or use any Confidential Information disclosed by rewardSnap except as expressly permitted in this Agreement. You will take all reasonable measures to maintain the confidentiality of the Confidential Information in your possession or control. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that you use reasonable efforts to notify rewardSnap in advance of such disclosure so as to permit rewardSnap to request confidential treatment or a protective order prior to such disclosure. You may share Confidential Information on a “need-to-know” and confidential basis to your financial advisors, lawyers or other agents who are obligated to maintain the confidentiality of such information with confidentiality obligations at least as protective as those contained under this Agreement. Without prejudice to the rights and remedies otherwise available, you agree that money damages would not be a sufficient remedy for any breach of this Section by you or your respective representatives and, accordingly, rewardSnap shall be entitled to obtain equitable relief, including injunctive and specific performance, if you or any of your representatives breaches or threatens to breach any of the provisions of this Section. Upon termination of this Agreement or rewardSnap written request, you shall return and/or destroy all Confidential Information under your possession or control, including all copies thereof, and certify such destruction to rewardSnap.

  18. Ownership

    “Intellectual Property Rights” mean any copyright, trademark, patent, trade secret, and other intellectual property rights. You shall maintain all right, title, and interest in and to your Influencer Content, including all Intellectual Property Rights therein. rewardSnap and/or its licensors shall maintain all right, title, and interest in and to the rewardSnap Functions, rewardSnap , and all rewardSnap Branding, including all Intellectual Property Rights therein. “rewardSnap Branding” means all trademarks, service marks, logos, and other rewardSnap brand elements. The rewardSnap Functions may include widgets or scripts designed push certain content or services to Influencer Properties without the need for a manual update. Such tools may collect information from visitors of Influencer Properties, and such data shall be owned by rewardSnap. Any information or data collected by rewardSnap via the rewardSnap Functions shall be the owned by rewardSnap.

    rewardSnap does NOT claim ANY ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the rewardSnap Services. By displaying or publishing ("posting") any Content on or through the rewardSnap or Goxip Services with Authorized Links, you hereby grant to rewardSnap and Goxip a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Site in any media formats through any media channels.

  19. Influencer License.

    You hereby grant us non exclusive license to use your Content. You grant to rewardSnap a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display, archive, and other use and exploit such Content, or in whole or in part, in any manner, medium, or form, or any implementation of content in connection with rewardSnap and containing Authorized Link(s) or “#rsnap” on your social media for any purpose, whether now known or hereinafter devised, as rewardSnap sees fit in its sole discretion, and include without limitation use for the purpose of operating promoting, the use in rewardSnap presentations, marketing materials, proposals, best practices in educational materials, financial reports, search results pages, and referral pages, and syndication on sites or applications owned or operated by Retailers or other rewardSnap partners. You further grant rewardSnap a non-exclusive, perpetual, worldwide, royalty-free license to use your name, images, and likeness (“Persona”), trademarks, service marks, logos, and other brand elements for the purpose of promoting the rewardSnap. You further grant to rewardSnap a non-exclusive, worldwide, royalty-free license to use your Persona as incorporated in the Influencer Content and solely in connection with the licenses granted to such Influencer Content under this Agreement. rewardSnap is able to deliver Services, personalize content, and make suggestions for you by using these information to understand how you use and interact with our Services and the people or things you’re connected to and interested in on and off our Services. rewardSnap conduct surveys and research, test features in development, and analyze the information we have to evaluate and improve products and services, develop new products or features, and conduct audits and troubleshooting activities. Without limiting the above, you grant to rewardSnap the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the rewardSnapbrand. You further grant to rewardSnap all rights necessary to facilitate your use of a third party’s site, app or services that require syndication or other use of your Content in connection with rewardSnap.

  20. Indemnification

    You agree to indemnify, defend, and hold rewardSnap, its parents, subsidiaries, and affiliates, and each of their respective directors, officers, employees, Retailers, and partners (collectively "Indemnified Parties") harmless from and against any and all claims, liability, settlements, loss, fines, penalties, damages, claims, loss, any liability arose and expense (including, without limitation, attorneys’ fees and costs), directly or indirectly brought against any Indemnified Party, arising out of or relating to (a) your use of the rewardSnap Functions, (b) your Influencer Properties or Influencer Content, (c) your breach of any provision of this Agreement, (d) your violation of Applicable Laws, including, without limitation, any Regulations or Data Regulations; and (e) any claim that your Influencer Properties or Influencer Content infringes on an Intellectual Property Right, privacy right, or publicity right of any third party, (f) creation, maintenance, or operation of rewardSnap. You agree to cooperate with rewardSnap in the defense of any claim, and rewardSnap reserves the right, at our own expense, to assume the exclusive defense, control and settlement of any indemnifiable matter under this Agreement.

  21. LIMITATION ON LIABILITY.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REWARDSNAP BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

    rewardSnap shall not be liable for any damage of any nature, including, but not limited to, direct loss, indirect loss, damage which occurs, punitive damages and consequential damages arising from, or relating to, this Agreement. rewardSnap shall not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if rewardSnap has been advised of the possibility of those costs or damages. further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior three month period paid by you to rewardSnap or $500 USD( whichever is lesser) in connection with the particular service giving rise to the claim.

  22. Miscellaneous

    1. Non-Disparagement.
      You will not engage in any conduct that is disparaging or make any disparaging statements about rewardSnap or its Retailers or their respective employees or agents. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. You also agree that you will not take any action that could be deemed to interfere with rewardSnap relationship with any Retailer or other influencer. Without limiting any other rights or remedies available to rewardSnap, violation of this provision may result in termination of this Agreement and of payments, as determined by rewardSnap, in its sole discretion.

    2. Non-Solicitation.
      You covenant and agree that during the term of this Agreement and for one (1) year following any termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with rewardSnap. For purposes of this Agreement, a business that is in competition with rewardSnap includes any business that offers tools similar to the rewardSnap \ Functions. During the Term, and for two (2) years thereafter, you will not use any rewardSnap Confidential Information to compete with rewardSnap or to solicit or employ employees of rewardSnap, or to solicit influencers, retailers, vendors, developers, or agents, or affiliates of rewardSnap away from a business relationship with rewardSnap.

    3. Severability; No Waiver.
      If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remaining provisions of this Agreement will continue in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

    4. Assignment
      You may not assign or transfer this Agreement, in whole or in part, without rewardSnap’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

    5. Notices
      All notices required or permitted under this Agreement to rewardSnap will be in writing, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after having been sent by email to [email protected] All physical notices will be sent to ATTN: 27/F, The Hennessy, 256 Hennessy Rd, Wan Chai, Hong Kong Island, Hong Kong.

  23. -- END OF AGREEMENT --