Influencer Terms and Conditions
This Influencer Agreement (the “Agreement”) is a legal agreement between you, as an Influencer wishing to use the Momfluence platform, (“you”) and Momfluence Inc.(“Momfluence”) respecting Influencer’s use of Momfluence services as described herein and on Momfluence’s website. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY OTHERWISE USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. If you have any questions or concerns about the terms of this Agreement, please contact us at [insert contact email or other info].
1. “Clients” shall mean customers (whether individuals, companies or groups) who access Influencer profiles and other content available on the Platform, and who purchase Services
2. “Campaign Brief” shall mean any request posted by a Client on the Platform requesting Influencers for specific projects or purposes and setting forth parameters for the acceptance of Influencers, to which Influencers may reply to offer their Influencer services through the Platform.
3. “Content” means the content related to your services on offer as an Influencer, and all other information provided by you to Momfluence for publication on the Platform, in accordance with the
terms and conditions of this Agreement.
4. “Influencer” means a person utilizing the Momfluence platform for the purposes of offering services to Clients relating to such person’s ability to influence potential buyers of a product or
service by promoting or recommending the items on social media.
5. “Intellectual Property” means any material conceived or produced in the furtherance of a Party’s interest and business or in which a Party otherwise has a proprietary interest, and shall
include, without limitation, in relation to the Influencer, the Content, and in relation to Momfluence, the Platform, and all information obtained through Momfluence relating to Clients and
6. “Intellectual Property Rights” means all copyrights, patents, trademarks, industrial designs, trade secrets and any other proprietary rights associated with Intellectual Property.
7. “Party” means each of you and Momfluence, and “Parties” means you and Momfluence collectively.
8. “Platform” means the Momfluence software platform and website through which Influencers post Content, and Clients access Momfluence services, including contact with selected Influencers.
9. “Services” means the services provided by you to Clients in relation to the Content, including providing brand influence through publication on your accounts and otherwise taking action to influence potential buyers of a product or service by promoting or recommending the items on social media, in accordance with the specifications for such services agreed upon by you and
2.1. Momfluence offers its users the ability for Influencers to post and provide Content on the Platform for the purposes of offering Influencer services to Clients, and for Clients to post Campaign Briefs through the Platform for the purposes of requesting Influencers to provide Influencer services for specific campaigns, brands, products or services. Momfluence also acts as an intermediary for payment relating to such Campaign Briefs and Influencer services. These Momfluencer services are provided subject to the terms and conditions of this Agreement.
2.2. You must:
(a) provide up-to-date, complete and accurate registration information, including your first and last name, your address, your phone number, your age (must be over 18), and your valid
email address, and your Access Information, as described in Section 2.3 below;
(b) provide up-to-date, complete and accurate information respecting Content and Services that you are offering;
(c) provide up-to-date, complete and accurate account information for Momfluence’s preferred payment processor that is valid and legally registered to you, so that Momfluence is able to
transfer payments to you; and
(d) be at all times in compliance with the terms and conditions of this Agreement and applicable law.
Please note that the third party payment processor used by Momfluence may require you to input your Social Insurance Number or certain other information that is your personal information. Such information is NOT stored by Momfluence, and any processing and storage of such information will be done by the third party payment processor and subject to their privacy and security policies. You specifically agree that Momfluence may rely on the accuracy of the information provided by you to Momfluence, and that Momfluence will have no liability whatsoever, whether to you or to any third party, for any claims or damages resulting from inaccurate information provided to Momfluence.
2.3. Momfluence provides you with the ability to create a user ID and password (the “Access Information”). The Access Information is provided on the understanding that it is personal to you;
you will not permit anyone other than you to obtain access to the Platform using the Access Information. Momfluence is not responsible or liable in any way for any use of the Platform
(authorized or unauthorized) by anyone accessing the Platform using your Access Information, and you accept all responsibility for such use of the Platform and any consequences resulting
from such use of the Services.
2.4. All information about Content is posted by Influencers, and all information about Campaign Briefs are posted by Clients, and Momfluence does not control such content. Momfluence is not
responsible or in any way liable for their contents, including without limitation their accuracy, reliability, copyright compliance, legality, decency, or any other aspect of their content. All content
is provided on an “AS IS” basis, and although Momfluence will make reasonable attempts to respond to content complaints in a timely manner, Momfluence makes no warranties or guarantees whatsoever that content that is offensive to any one particular user will be removed. Notwithstanding the foregoing, Momfluence may require that you input a certain minimum level of information in relation to your registration with Momfluence, in order to verify that you are an actual person, a valid user of the Services, and have the ability to perform your obligations under
this Agreement. Such information will be kept confidential and secure by Momfluence in accordance with Section 10 herein, provided however that you may choose to share some of
such information to Clients or other Influencers (as applicable) in your use of the Platform, including in your posting of Content or any response that you may make in relation to a Campaign
2.5. You acknowledge that the relationship between Momfluence, Influencers and Clients is that of independent contractors; nothing in this Agreement shall imply that the Influencers or Clients are Momfluence employees or agents, nor that Momfluence has any responsibility to assess, investigate or evaluate any individual Influencers or Clients. Momfluence expressly disclaims
any representation that it has any supervision, control or direction over Influencers or Clients, or that it can guarantee anything on behalf of the Influencers or Clients, including without limitation, their background, the quality of the product and services in Campaign Briefs, or any other qualification. Momfluence’s sole responsibility under this Agreement is to provide Content and Campaign Briefs through the Platform, enable Influencers to contact Clients and vice versa, make reasonable efforts to facilitate communications between Influencers and Clients (including in the event of any dispute), and remit the appropriate payments from Clients to Influencers, minus Momfluence’s administrative fee. ALL ACTS UNDERTAKEN BY YOU PURSUANT TO THE PLATFORM, Campaign BriefS AND OTHER MOMFLUENCE SERVICES IS AT YOUR OWN RISK, AND ALL GUARANTEES AND REPRESENTATIONS MADE BY CLIENTS OR INFLUENCERS ARE THEIR RESPONSIBILITY, NOT ENDORSED BY MOMFLUENCE.
2.6. The Platform is designed to allow Influencers to post Content, Clients to post Campaign Briefs, and users to post comments and other communications with each other. As such, any posts,
comments, suggestions for improvement, or other messages, either provided to Momfluence directly or by posting through the Platform (each, a “Submission”), is considered non-confidential
and may be disseminated or used by Momfluence and by any third party accessing the Platform, for any purpose whatsoever. All Submissions made by you are solely your responsibility, and it is
your responsibility to ensure that your Submissions do not contain personal or private information, as defined by applicable law, either belonging to you or to any other third party, unless the person owning the personal or private information has provided their specific consent to such use. Momfluence has no liability whatsoever related to any Submission made or accessed by you.
information publicly available on or through the Platform. Notwithstanding the foregoing, Momfluence reserves the right to remove any Submission from the Platform if such Submission
2.7. It is your responsibility to evaluate the accuracy, completeness or usefulness of any content available through the Platform, or obtained from a third party linked site, and it is solely your
responsibility to provide any Client with any pertinent information relating to your Content or their Campaign Brief, whether through the Platform or otherwise. You are responsible for
3. GRANT OF DISTRIBUTION RIGHT AND INFLUENCER OBLIGATIONS
3.1. Subject to the terms and conditions of this Agreement, you hereby grant to Momfluence, during the Term of this Agreement, the following rights on a personal, non-exclusive, royalty free, and fully paid up basis:
(a) to use, copy, reproduce, transmit, broadcast, publish, display, maintain, modify, and enhance, the Content or any part thereof for the purposes of incorporating the Content into the Platform and for the purposes of promoting, marketing, distributing and providing access to the Content to Clients;
(b) to promote, market, distribute, export, import, and sublicense the Content and Services to Clients or potential Clients solely in connection with Momfluence’s services.
3.2. All Content will be delivered to Momfluence in accordance with Momfluence’s standard submission policies (which may include format and content requirements), as may be amended
from time to time by Momfluence.
3.3. You warrant that:
a) The Content is true, accurate, current and complete;
b) You have the absolute right to provide the licenses in and to the Content contemplated in this
c) You have the necessary knowledge, experience and skills to perform the Services;
d) You will perform the Services in a competent and professional manner and in accordance with industry “best practices”;
e) You shall take all necessary precautions to protect the reputation of the Clients and to comply with all parameters for the Services agreed upon with the Clients;
f) You will be solely responsible for all activities it undertakes with respect to the Content and Services;
g) You will not use your contact with Clients for any commercial purposes other than providing the Services, or for the benefit of any third party;
h) You will not in any way use the Content or Services to transmit harassing, abusive, libelous, illegal or deceptive messages or information, or to commit or attempt to commit a crime or
facilitate the commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent, obscene or pornographic activities, any deceptive impersonation, any activities involving the exploitation of children, or any activities that violate any third party’s privacy rights or applicable law;
i) The performance of this Agreement shall not breach any other agreement entered into by you;
j) The Content and Services do not contain any confidential or proprietary materials of any former client or employer of you, or of any other third party;
k) The Content and Services will not infringe any proprietary or intellectual property rights of any third party;
l) You have obtained all consents and permissions necessary from any third party in relation to any photographs, videos, or other likenesses or personal content that may be present in the Content, permitting you to use such materials in the Services; and
m) You shall observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over the Content and/or Services or any part thereof, including without limitation any privacy laws and any laws and regulations designed to protect minors.
3.4. In engaging in any promotion and marketing activities, or in otherwise referencing Momfluence in any communication, Influencer shall:
(a) not engage in deceptive, misleading, illegal or unethical practices that might reasonably be detrimental to Momfluence or Clients; and
(b) not make any representations, warranties or guarantees about Momfluence or its Services, or any Clients, unless expressly authorized in writing by Momfluence or Clients (as applicable).
3.5. You acknowledge that Momfluence may independently obtain content and services from third parties, including from other Influencers, that are similar to the Content (“Third Party Content”).
You agree that use of the Third Party Content by Momfluence or Clients will not constitute infringement of your intellectual property or a breach of this Agreement, and that Momfluence shall have no liability whatsoever for any damages resulting from the similarity of Third Party Content to the Content or Services. Momfluence’s sole responsibility with respect to any conflict between Third Party Content and the Content or Services shall be to comply with any legal orders obtained by you or the applicable Influencer or other third party pertaining thereto.
3.6. In the event that Momfluence receives any queries, comments or complaints respecting the Content, Services or Influencer, Momfluence shall be entitled to direct all such queries, comments
or complaints to Influencer for direct response or may contact Influencer to obtain such required information at Influencer’s expense.
4. MOMFLUENCE OBLIGATIONS
4.1. Momfluence shall require Clients to pay the fee for the Services provided by you to such Clients within thirty (30) days after your performance of the Services. Such fee shall be as set forth in the Campaign Brief unless otherwise notified to Momfluence by you and/or the Client in advance of the provision of Services, and confirmed with all applicable parties. Clients shall pay such fee to
Momfluence, and Momfluence shall, within ten (10) days of receiving such payment, pay such fee to you, less a commission fee that will be retained by Momfluence. Such commission fee percentage is as set forth in Momfluence’s payment policies. Momfluence shall not be responsible for paying, nor have any liability to pay, you in any instance where the Client does not pay Momfluence; however, to the extent required, Momfluence shall subrogate to you its right to obtain payment from such Client, so that you may pursue Client directly for payment, provided that if you obtain direct payment from such Client, you must, within thirty (30) days of obtainingsuch payment, pay Momfluence the applicable commission fee. Momfluence reserves the right to modify its payment policies at any time, and shall notify you and other Influencers of any such modifications, which notification may be provided electronically by e-mail or by updating said policies if available on the Internet.
4.2. Momfluence will promote, market, distribute, resell and sublicense the Content and Services in conjunction with Momfluence’s services, and all such promotion, marketing, distribution and
sublicensing activities shall be at Momfluence’s sole expense and discretion. For greater certainty, Momfluence reserves the right to determine whether to exercise its rights granted under Section 3.1 with respect to any and all Content provided by Influencer, and to what extent such rights shall be exercised. You acknowledge that Momfluence, in its absolute discretion and without notice, may remove the Content from its Platform, including where required to comply with applicable laws, or to maintain the integrity of the Momfluence services (such as in the event of Client complaint).
4.3. In promoting, marketing, distributing, reselling and sublicensing the Content and Services, Momfluence shall:
(a) not engage in deceptive, misleading, illegal or unethical practices that might reasonably
be detrimental to Influencers;
(b) not make any representations, warranties or guarantees about Influencers, or any
Content or Services, unless expressly authorized in writing by such Influencer;
(c) comply with all applicable federal, state, provincial and local laws and regulations.
5.1. Either Party shall be entitled to terminate this Agreement for convenience upon thirty (30) days prior written notice to the other Party.
5.2. This Agreement may be terminated immediately upon notice for cause if:
a) either Party commits a material breach of this Agreement, or consistently fails to properly perform and observe its obligations under this Agreement, and fails to rectify the situation within thirty (30) calendar days of the non-breaching party delivering notice of the breach or consistent failure to perform; or
b) either Party becomes insolvent, or a receiver or receiver-manager is appointed for any part of the property of such party, or such party makes an assignment, proposal or arrangement for the benefit of its creditors or such party files an assignment in bankruptcy, or any proceedings under any bankruptcy or insolvency laws are commenced against such Party.
5.3. Termination of this Agreement shall not affect Momfluence’s payment obligation for any fees arising prior to the date of termination, nor shall it affect any obligations undertaken by you in relation to Clients prior to the date of termination. Notwithstanding the foregoing, if Momfluence terminates this Agreement due to your breach, Momfluence reserves the right to cancel any Clients’ arrangements with you, and withhold any amounts due to you in relation to Services relating to such Clients and/or require a refund of such amounts from you.
5.4. Notwithstanding the foregoing, Momfluence reserves the right, in its sole and complete discretion, to revoke and/or suspend your participation on the Platform and/or remove Content on the Platform at any time if: (a) you breach this Agreement or the documents it incorporates by reference; (b) Momfluence is unable to verify or authenticate any information you provide; or (c) Momfluence believes that your actions may cause financial loss or legal liability for Clients, other Influencers using Momfluence’s services, other third parties, or Momfluence. Without limiting other remedies, Momfluence may limit your activity, warn Clients and other affected third parties of your actions and/or issue a warning.
5.5. Any provision of this Agreement which expressly states that it is to continue in effect after termination or expiration of this Agreement, or which by its nature would survive the termination or expiration of this Agreement, shall do so.
6. INTELLECTUAL PROPERTY
6.1. You acknowledge that the Platform is owned by Momfluence, who retains all right, title and interest therein, and is protected by Canadian, U.S. and international copyright laws. You do not acquire any intellectual property or other proprietary rights under this Agreement relating to the Platform, services provided by Momfluence, or any part thereof. Your only rights to the Platform, Momfluence services and any part thereof shall be those rights expressly licensed or granted to you under this Agreement. Nothing herein grants you any right to use any of Momfluence’s trade names, trade marks, service marks, logos, domain names, and/or other distinctive brand features. Any rights not expressly granted under this Agreement are reserved.
6.2. Except as expressly set forth in this Agreement, nothing herein shall be deemed to transfer ownership, right, title or interest in or to any Intellectual Property or any Intellectual Property
Rights from one Party to the other. Except as expressly set forth herein, neither Party shall use the other Party’s trademarks or any other Intellectual Property in any way without express prior written permission, except that Momfluence has the right to use any Content (including any copyrighted or trademarked material) submitted by the Influencer, consistent with the services provided by Momfluence. Any rights not expressly granted under this Agreement are reserved.
6.3. For greater certainty, all intellectual property rights in third party content accessible through the Services and Platform, including, without limitation, any Campaign Briefs, are the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such content. You understand that you are not, by this Agreement, granted any commercial, sale, resale, reproduction, distribution or promotional use rights for or to any such third party content. Additionally, the unauthorized reproduction or distribution of such third party content is prohibited by applicable law.
7.1. Each Party warrants that:
a) It has the full power to enter into this Agreement and to perform its obligations hereunder;
b) It will observe and comply with all applicable laws, ordinances, codes and regulations of governmental agencies, including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over this Agreement or any part thereof (including the Content); and
c) It will not enter into any third-party agreements or grant any rights or licenses that conflict with those contemplated by this Agreement.
7.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND SUBJECT TO APPLICABLE LAW, NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR COVENANTS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR TITLE). Some jurisdictions do not allow limitation or exclusions of certain types of damages and/or of implied conditions or warranties. The limitations, exclusions, and disclaimers set forth in this Agreement shall not apply only if and to the extent that the laws of a competent jurisdiction requires liabilities beyond and despite these limitations, exclusions, and disclaimers.
7.3. UNDER NO CIRCUMSTANCES WILL MOMFLUENCE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH USE OF THE PLATFORM. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. Momfluence has no special relationship with or fiduciary duty to you, and you acknowledge that Momfluence has no control over, and no duty to take any action regarding any acts or omissions taken by you or any other user of the Platform, including without limitation: (a) which Influencers or Clients use the Platform, (b) what content you or other users post on, or send through, the Platform, (c) how you or any other user may interpret or use any content posted on or sent through the Platform, or (d) what actions you or any third party may take as a result of use of the Platform by you or any other user. Momfluence makes no representations or warranties whatsoever concerning any data available through the Platform, and Momfluence will not be responsible or liable for in any way for any such data, including its accuracy, quality or reliability (whether in individual or aggregate form), or the timeliness or currency of any data obtained through the Platform. You are solely responsible for evaluating whether the data obtainable through the Platform suits your needs.
8.1. You agree to defend and indemnify Momfluence, its officers, employees, directors, Influencers, Clients, investors, shareholders and permitted assigns (the “Indemnified Parties”) against any damages, injuries, claims, demands, actions, liabilities, costs and expenses (including reasonable lawyers fees and disbursements), judgments awarded by a court of competent jurisdiction, and any settlements agreed to by you, related to: (a) a claim that use of or distribution of the Content in accordance with this Agreement, or performance of the Services, either infringes or misappropriates any patents, copyrights, trade marks, trade names, trade secrets or other intellectual property or proprietary rights, (b) injury to persons (including injury resulting in death) or damage to property arising out of or in connection with the Content or Services, (c) your breach of any warranty or representation under this Agreement, or (d) your negligence or misconduct. You shall not be obligated to indemnify the Indemnified Parties to the limited extent that a claim is proximately caused by the negligence, wilful misconduct, breach of contract, or violation of applicable laws of such Indemnified Parties. For greater certainty, you shall be solely responsible for any claims relating to the Content or Services, and Momfluence shall not have any liability whatsoever for any claims or damages arising from the Content or Services.
9. LIMITATION OF LIABILITY
9.1. The only type of damages that can be recovered against Momfluence arising from or related to this Agreement shall be your direct damages, if any, arising from Momfluence’s gross negligence or wilful misconduct. In no event shall the aggregate liability of Momfluence exceed the amount paid to you by Momfluence for the Content and Services. MOMFLUENCE SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE PLATFORM. Without limiting the foregoing, your only right with respect to any problems or dissatisfaction with the Platform is to cease use of the Platform.
9.2. EXCEPT FOR THE LIMITED DIRECT DAMAGES SPECIFIED ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MOMFLUENCE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL OR PUNITIVE DAMAGES, OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT) WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN INCLUDING WITHOUT LIMITATION THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF MOMFLUENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN SUCH JURISDICTIONS, THE ABOVE LIMITATIONS OR EXCLUSIONS SHALL APPLY TO YOU TO THE MAXIMUM EXTENT PERMISSIBLE BY SUCH JURISDICTIONS.
10. CONFIDENTIAL INFORMATION AND PRIVACY
10.1. You acknowledge that, during the course of this Agreement, you may be exposed to confidential information of Momfluence, other Influencers and Clients, including the identity of Clients first obtained through Momfluence and the content of any Campaign Briefs (the “Confidential Information”). You agree that at all times during the term of this Agreement and at all times following termination of this Agreement, whether voluntary or involuntary:
a) you shall maintain all Confidential Information in strict confidence, shall take all necessary precautions against unauthorized disclosure of such Confidential Information, and shall not directly or indirectly, disclose, allow access to, transmit or transfer such Confidential Information to a third party without the knowledge and express written consent of Momfluence and the applicable Clients or other Influencers;
b) you shall not use or reproduce the Confidential Information except as reasonably required in the performance of your obligations under this Agreement, being the provision of Services and the fulfillment of Campaign Briefs, and you expressly acknowledge and agree that any contact information or other personal information provided to or accessible by you in the course of using or accessing the Platform (including with respect to any specific Campaign Brief or other Influencer profiles) is to be considered the personal information of the user to whom it belongs, is to be kept confidential by you, and is to be used by you only for the purposes specified by such user; and
c) you agree to advise Momfluence immediately in writing of any misappropriation, disclosure, conversion or misuse by any person of any Confidential Information.
10.2. You agree that upon the earlier of a request by Momfluence or the termination of this Agreement by either Party for any reason, you shall immediately: (i) stop using all Confidential Information then in your possession; (ii) permanently delete all such Confidential Information residing in any computer memory or data storage apparatus; and (iii) destroy or return all such Confidential Information in tangible form and all copies thereof.
10.3. You specifically acknowledge and agree that damages may not be an adequate remedy to compensate for any breach of the confidentiality obligations contained herein, and accordingly agrees that in addition to any and all other remedies available, Momfluence and/or Clients shall be entitled to obtain relief by way of a temporary or permanent injunction to enforce these obligations.
10.5. Notwithstanding the terms of Section 10.4, by submitting personal information as part of theContent, including without limitation your name and e-mail address and any other information that could be considered personal information, you consent to the collection, processing, transmission and disclosure of such information by Momfluence for the purposes of Momfluence’s provision of the Momfluence services of connecting Influencers and Clients through the Platform, and acknowledge that such information will be accessible by other users of the Platform.
11. DISPUTE RESOLUTION
11.1. The Parties agree to work in good faith to resolve any dispute that may arise under this Agreement. Notwithstanding the foregoing, and notwithstanding any termination of this Agreement, each Party shall have the right to pursue any right or remedy available to it in law or in equity.
12. INDEPENDENT CONTRACTORS
12.1. You shall perform the Services and provide the Content as an independent contractor, and nothing contained in this Agreement shall be construed to create or imply a joint venture, partnership, principal-agent, or employment relationship between the Parties. Except to the extent Momfluence or Clients (as applicable) specifically authorize you in writing to do so, you shall neither act nor purport to be acting as the legal agent of Momfluence or any Client, nor enter into any agreement on behalf of Momfluence or any Client, or otherwise bind or purport to bind Momfluence or any Client in any manner whatsoever.
13.1. Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, or describe the scope or extent of such section or in any way affect this Agreement.
13.2. Force majeure: Neither Party shall be deemed to be in default of this Agreement for failure to fulfill its obligations due to causes beyond its reasonable control, provided that the affected Party makes commercially reasonable efforts to mitigate and reduce the effects of such force majeure, and to fulfill its obligations as soon as reasonably practicable.
13.3. Notices: Any notices, reports or other communications required or permitted to be given under this Agreement shall be in writing and shall be sufficient if delivered by hand or sent by registered mail, e-mail, or courier addressed to you at the address with which you registered to use the Platform, or to Momfluence at its address appearing on its website, or to such other address as one Party advises the other Party in writing. Any such notices, reports, or other communications shall be deemed to have been received by the party to whom they were addressed: (a) upon delivery by hand, (b) ten (10) business days after being sent by registered mail, (c) upon delivery by e-mail, as evidenced by a read receipt, or (d) upon delivery by courier, as evidenced by the
13.4. Time/No Waiver: Time is of the essence of this Agreement. No waiver by either Party of a breach or omission by the other party under this Agreement shall be binding on the waiving Party unless it is expressly made in writing and signed by the waiving Party. Any waiver by a Party of a particular breach or omission by the other Party shall not affect or impair the rights of the waiving party in respect of any subsequent breach or omission of the same or different kind.
13.5. Assignment, Subcontracting and Succession: Except as expressly permitted herein, neither Party shall assign or subcontract or purport to assign or subcontract any of its rights or obligations under this Agreement without first obtaining the other Party’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon the parties hereto and their respective lawful successors and permitted assigns.
13.6. Governing Law: This Agreement shall be governed by and construed under the laws of the Province of Ontario. Each Party hereto irrevocably waives any objection on the grounds of forum non-conveniens or any similar grounds and irrevocably consents to service of process by mail or in any other manner permitted by applicable law and consents to the jurisdiction of the courts located in the Province of Ontario. The Parties further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising or relating to this Agreement. In construing, interpreting and enforcing this Agreement, choice of law principles shall not apply.
13.7. Electronic Agreement. You acknowledge and agree that by clicking on the “I AGREE” button (or similar buttons or links as may be designated by Momfluence to show your acceptance of this Agreement and/or your agreement to use the Momfluence services), you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Platform. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of nonelectronic records, to the extent permitted under applicable mandatory law. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
13.8. Invalidity of Provisions. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in full force and effect.
13.9. English Language. It is the express will of the parties that this Agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
13.10. Capacity to Enter Into Agreement. If you are residing in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into
agreements such as this Agreement according to age and you are under such a jurisdiction and under such age limit, you may not enter into this Agreement. Furthermore, if you are residing in a jurisdiction which prohibits your use of the Platform, you may not enter into this Agreement. By entering into this Agreement you explicitly state that you have verified in your own jurisdiction that your use of the Platform is allowed. You further represent and warrant that (i) you are not located in a country that is subject to a Canadian or U.S. Government embargo, or that has been designated by the Canadian or U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any Canadian or U.S. Government list of prohibited or restricted parties.
Contacting Momfluence. If you have any questions regarding this Agreement, or if you have any questions, complaints, claims or other legal concerns relating to Momfluence or its business,
please contact Momfluence at: [email protected]