Last Updated: June 11, 2024
Welcome, and thank you for your interest in Infloww and our website at infloww.com (collectively, our “Service”). These Terms of Service are a legally binding contract between you and Infinni Innovations S.A.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY SIGNING UP FOR AN ACCOUNT OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY AVAILABLE AT https://infloww.com/doc/privacy-policy.html (TOGETHER, THE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.
1. Interpretation. In these Terms of Service, the following terms shall have the following meanings:
(a) “Affiliate” has the meaning set out in Section 18 of these Terms of Service;
(b) “Content” means any material uploaded on the Service by any User, including any photos, videos, audio (for example music and other sounds), livestream material, data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
(c) “Creator” means a User who has set up their User account as a Creator account to post Content on the Service which will be viewed by the other Users;
(d) “Agency” means a user who has set up their User account as an Agency account to post Content on the Service on behalf of Creators;
(e) “Payment” means any and all payments made by a Creator or Agency in connection with a Transaction;
(f) “Subscription” means the Creator’s or Agency’s subscription to Infloww;
(g) “Tax” shall include all forms of tax and statutory, governmental, state, federal, provincial, local government or municipal charges, duties, imposts, contributions, levies, withholdings or liabilities wherever chargeable and whether of the UK or any other jurisdiction.
(h) “Infloww”, “we”, “our”, “us” are references to Infinni Innovations S.A., the operator of the Service.
(i) “Terms of Service” means these Terms of Service which are a legally binding agreement between You and Us which;
(j) “Transaction” means any transaction by an Agency or a Creator on the Service by which access to the platform is granted;
(k) “User”, “you” or “your” means any user of the Service, whether they are a Creator, or an Agency.
2. Who we are and how to contact us. Infloww is operated by Infinni Innovations S.A., a public limited company registered in the country of Spain under registration number A55470629 and having its registered office address at Calle Ten-Bel 1 P01 136, Costa del Silencio, Arona, 38630. To contact us, please email our support team at [email protected] or write to us at our registered office address listed above.
3. Changes to the Terms of Service. We may change any part of the Terms of Service without informing you beforehand in the following circumstances:
(a) to reflect changes in laws and regulatory requirements which apply to the Service where such changes require Infloww change the Terms of Service in a manner which does not allow us to give reasonable notice to you; and
(b) to address an unforeseen and imminent danger related to defending the Service and our Users from fraud, malware, spam, data breaches or other cybersecurity risks.
We may also make other changes to any part of the Terms of Service in the future. We will give you notice of any such changes by either sending a notice of change to you at the email address associated with your User account or by posting a notice of the changes on the Service. Any changes to these Terms of Service will come into effect 24 hours after we have provided the notice. If you do not agree with any changes made to the Terms of Service, you may terminate your use of the Service. Once any updated Terms of Service are in effect, you will be bound by them if you continue to use Service.
4. Updates, Suspension and Termination of the Service. We reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to You. We do not guarantee that the Service or any Content, will always be available or accessible without interruption. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
5. Accounts and Registration. To access most features on the Service, you must first register for a User account. When you register for a User account, you will be required to provide us with some information about yourself, such as a valid email address, your name and your other contact information. You agree that the information You provide to us is accurate and that You will keep it up to date at all times. When you register, you will be asked to provide a username and password. You are solely responsible for maintaining the confidentiality of your account and password and you accept responsibility for all activities that occur under your account. If you have reason to believe that your User account is no longer secure, then you must immediately notify us at [email protected].
6. Eligibility. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18) to use the Service. By agreeing to these Terms of Service, you represent and warrant to us that: (a) you are at least 18 years old, or the age of legal majority in your jurisdiction (if different than 18); (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations where you are located. We reserve the right to request any additional information and to verify any documents as we require in order to confirm your eligibility to use the Service.
7. Consents. When registering for a User account, you consent to:
(a) comply in full with the Terms of Service; and
(b) receive certain electronic communications from us including by email and messages posted to your User account, and to the processing of your personal data as further detailed in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
8. Adult material. You acknowledge that you are aware that some of the Content on the Service contains adult material and that we are not responsible if you suffer any loss or damage because of your access to or viewing of the Content containing adult material.
9. Prohibited Conduct. By using the Service, you agree not to:
(a) use the Service for any illegal purpose or in violation of any local, provincial, state, national, or international law;
(b) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
(c) upload, post, display, or publish any Content that is illegal, fraudulent, defamatory, hateful, discriminatory, misleading, threatening or harassing, or which encourages or promotes violence or any illegal activity;
(d) upload, post, display, or publish any Content that:
i. shows or refers to any individual who is under 18 years old (or which refers to individuals under 18 years old) or which includes any individual who has not provided written documentation which confirms that the individual is at least 18 years old and that they have consented to the use of their name and/or image in the Content;
ii. promotes and/or contains firearms, weapons or other goods whose use or possession is subject to prohibitions and restrictions, drug or drug paraphernalia, self-harm or suicide, violence, rape, lack on consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation, incest, bestiality, necrophilia, urine, scatological, or excrement-related material, revenge porn, escort services, sex trafficking, or prostitution;
iii. contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else;
iv. contains or refers to anyone else’s personal information or private or confidential information (for example, telephone numbers, location information [including street addresses and GPS coordinates], names, identity documents, email addresses, log-in credentials for the Service including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person’s express written consent; and
v. gives the impression that it comes from or is approved, licensed or endorsed by us or any other person or company;
(e) pose any actions which violates our or someone else’s rights, including intellectual property rights (examples of which are copyright, trademarks, confidential information, and goodwill), personality rights, unfair competition, privacy, and data protection rights;
(f) promote third-party commercial activities or sales, such as contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads without our prior express consent;
(g) respect the intellectual property rights of Creators, including by not recording, reproducing, sharing, communicating to the public or otherwise distributing their Content without authorization;
(h) use our name, logo or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways which are expressly permitted in the Terms of Service or with our prior written agreement;
(i) remove any copyright, trademark or other proprietary notices from any portion of the Service;
(j) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service and any User content provided on the Service except as expressly permitted by us;
(k) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law;
(l) link to, mirror or frame any portion of the Service;
(m) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
(n) attempt to gain unauthorized access to any aspect of the Service or its related systems or networks;
(o) interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
(p) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth; and
(q) attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. License. Subject to your compliance with these Terms of Service, Infloww grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) access and use the Service and (ii) access and view any Content made available through the Service, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Infloww and Infloww’s licensors.
11. Content. All content is created, selected, and provided by the Users. Infloww has mechanisms in place to monitor your Content and we may at any time and without prior notice, screen, remove, edit, or block any Content that in our sole judgment violates these Terms of Service or is otherwise objectionable. You understand that when using the Service, you will be exposed to User Content from a variety of sources and acknowledge that the Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Infloww with respect to Content. We expressly disclaim any and all liability in connection with Content. If notified by a User that certain Content allegedly does not conform to these Terms of Service, we may investigate the allegation and determine in our sole discretion whether to remove the Content, which we reserve the right to do without notice to the owner of the Content.
In addition, the following terms apply to the Content posted, displayed, uploaded or published by a User:
(a) your Content is not confidential, and you authorize the other Users to access and view your Content on the Service for their own lawful and personal use;
(b) you warrant that the Content which you post, display, upload or publish on the Service:
i. complies with the Terms of Service;
ii. if your Content includes or uses any third-party material, that you have secured all rights, licenses, written consents and releases that are necessary for the use of such third-party property in your Content and for the subsequent use and exploitation of that Content on the Service; and
iii. the Content is of satisfactory quality, taking account of any description of the Content, the price, and all other relevant circumstances including any statement or representation which you make about the nature of the Content on your account or in any advertising;
(c) you agree to act as custodian of records for the Content that you upload to the Service.
12. Co-Authored Content. If you upload Content to your Creator account which shows anyone else other than or in addition to you (even if that person cannot be identified) (“Co-Authored Content”), you warrant that:
(a) each individual shown in any Co-Authored Content is (i) a user of the Service or (ii) at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18) and that you have verified the identity and age of each such individual and will provide supporting documents as we may request in our discretion.
(b) that you have obtained and keep on record written consent from each individual shown in your Co-Authored Content that such individual has given his or her express, prior and fully informed consent to his or her appearance in the Co-Authored Content and has consented to the Co-Authored Content in which he or she appears being posted on the Service.
(c) If any Co-Authored Content is a work of joint authorship, you are solely responsible for obtaining any required licenses or consents from any other joint authors of the Content which are sufficient to permit such Content to be uploaded to and made available on the Service.
(d) You agree that we will only arrange for Creator Earnings to be paid to the account of the Creator to which the Co-Authored Content is uploaded. The Creator who uploaded the Co-Authored Content is solely responsible for dividing and distributing any revenue generated from the Co-Authored Content between the individuals shown in such Co-Authored Content. Any such revenue-sharing agreement shall be an independent, private agreement between you and such individual(s), and we are not responsible for providing or enforcing any such agreements. You understand and agree that you are not entitled to any Creator Earnings earned on any Co-Authored Content in which you appear but which is posted on another Creator’s account. If you post Co-Authored Content on your account, we may require you to provide valid and complete legal information for all individuals which appear in the Co-Authored Content. If you fail to provide any information requested by us upon our request, we may delete the Co-Authored Content, restrict your rights and permissions to post as a Creator, terminate your account, and/or withhold all or any portion of Creator Earnings earned but not yet paid out to you.
(e) You agree to release us from and not to make any claims against us arising from Co-Authored Content. You agree that all claims arising from Co-Authored Content shall be made against the Creator(s) who posted Co-Authored Content or the individual(s) who appeared in the Co-Authored Content (as applicable).
13. Any individual that has been depicted in any Co-Authored Content may at any time request that such Co-Authored Content be removed from the Service by following the procedure set out in our Complaints Policy.
14. Our Rights.
(a) We may immediately suspend access to any Content you post on the Service which we become aware may not comply with the Terms of Service and/or any applicable law. If we suspend access to any of your Content, you may request a review of our decision to suspend access to the relevant Content by contacting us at [email protected]. Following our investigation of the suspected non-compliance or unlawfulness of the relevant Content, we may take any action we consider appropriate, including to reinstate access to the Content or to permanently remove or disable access to the relevant Content without requiring your consent and without giving you prior notice. You agree that you will at your own cost promptly provide to us all reasonable assistance (including by providing us with copies of any information which we request) in our investigation. We will not be responsible for any loss suffered by you arising from the suspension of your Content or any other steps which we take in good faith to investigate any suspected non-compliance or unlawfulness of your Content under this section.
(b) If we suspend access to or delete any of your Content, we will notify you via email or electronic message on your User account, but we are under no obligations to provide you with prior notice of such removal or suspension.
(c) We reserve the right in our sole discretion to terminate your access to the Service for any reason.
(d) We can also suspend access to your User account or terminate your agreement with us and your access to the Service immediately and without prior notice if (i) we think that you have or may have breached any part of the Terms of Service, (ii) you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User; or (iii) you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of the Service.
(e) During any period when access to your User account is suspended, any Payments which would otherwise have fallen due during the period of suspension will be suspended, and when applicable, we may withhold all or any part of the Affiliate Earnings due to you but not yet paid out.
(f) We can investigate any suspected or alleged misuse, abuse, or unlawful use of the Service and cooperate with law enforcement agencies in such investigation.
(g) We can disclose any information or records in our possession or control about your use of Services to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process.
(h) We are the sole and exclusive owners of any and all anonymized data relating to your use of Service and such anonymized data can be used by us for any purpose, including for commercial, development and research purposes.
15. Our responsibilities. We will use reasonable care and skill in providing the Services to you, however we assume no responsibility with respect to:
(a) the Content posted by any User on the Service.
(b) any rights including any intellectual property rights as it relates to the Content posted by a User;
(c) any comments or other views expressed by Users on the Service;
(d) compensation of any kind to the Creators. It is understood that we make no promises or guarantees of any kind that the Creators will make any money or a particular sum of money from their use of Service;
(e) the accuracy of any materials which we make accessible on the Service and the ability for Users to achieve any particular result or outcome from using such materials;
(f) the compatibility of the Service with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access the Service. You should use your own virus protection software;
(g) the Service being secure and free from bugs and viruses;
(h) any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds; and
(i) the use which other Users or third parties make of the Content in breach of the Terms of Service.
16. Transactions. This Section describes the terms which apply to Subscriptions..
(a) Apart from free-trial Subscriptions, all Subscriptions will automatically renew at the end of the relevant subscription period.
(b) If you cancel a Subscription you immediately lose access to the Service.
17. Payments.
(a) For Creators, we charge a fixed monthly fee to each Creator which is based on the subscription plan selected by the Creator located at infloww.com (hereinafter the “Creator Fee”). The Creator Fee will be invoiced at the start of each calendar month and will be payable by the Creator by VISA or MASTERCARD.
(b) For Agencies, we charge a fixed monthly fee as described in the table located at www.infloww.com and which is calculated based on the number of Creators added to the Service by the Agency and those Creator’s monthly earnings (hereinafter the “Agency Fee”). The Agency Fee will be invoiced at the end of each calendar month and will be payable by the Agency within 7 days of receipt of the invoice by wire transfer of immediately available funds to the account listed in the applicable invoice or by VISA or MASTERCARD[1].
18. Affiliate Program.
(a) Infloww may promote an affiliate program from time to time (hereafter the “Affiliate Program“) pursuant to which Infloww will pay any individual (hereafter the “Affiliate”) who refers an Agency or Creator to the Service (hereafter the “Referred Party”) an amount equal to (a) in the event the Affiliate refers an Agency, 10% of the fees paid by the Agency from the date they subscribe to the Service (the “Subscription Date”) until the 1st anniversary of the Subscription Date or (b) in the event the Affiliate refers a Creator, 20% of the fees paid by the Creator from the date they subscribe to the Service until the 1st anniversary of the Subscription Date (collectively the “Referral Earnings”)
(b) Referral Earnings will be calculated at the sole discretion of Infloww and will only be paid if the Referred Party registers online for the Service using a valid payment instrument and (b) does not already have, directly or indirectly, a Services subscription. Infloww may, at its sole option, prospectively increase or decrease Referral Earnings amounts by providing written notice (email/electronic communication permitted) to the Affiliate, or by updating these Terms of Service. Infloww reserves the right, in its sole discretion to not pay any Referral Earnings to an Affiliate where Infloww determines that the Affiliate actions are not consistent with the intent of this Affiliate Program.
(c) The method of payment of any Referral Earnings will be at the sole discretion of the Affiliate who can elect: (a) to have Infloww deduct any Referral Earnings from the monthly subscription amount to be paid by the Affiliate’s for the use of the Services or (b) to have Infloww pay the Referral Earnings in the form of foreign electronic funds transfer in U.S. dollars to the banking account as indicated by Referring Party. The Referral Earnings above are exclusive of taxes, and Infloww might withhold or charge taxes if determined by law. Additional payment terms may need to be accepted by the Affiliate for the payment of Referral Earnings. Referral Earnings will be subject to a 30 day hold period and will only be issued to the Affiliate 30 days following the date they are due. The Affiliate is solely responsible for ensuring its account information is accurate and current. Infloww will not be responsible for any payments not received due to Affiliate failing to provide accurate and complete account information for payment, or any other relevant or required information.
(d) Infloww may withhold all or any part of the Referral Earnings payment due to you but not yet paid:
(i) if we have reason to believe that you have or may have breached any part of the Terms of Service;
(ii) if you attempt or threaten to breach any part of the Terms of Service; or
(iii) if we have reason to believe that all or any part of the Referral Earnings result from unlawful or fraudulent activity, either by you or by the who made the Payment resulting in the Creator Earnings,
for as long as is necessary to investigate the actual, threatened or suspected breach by you or the suspected unlawful activity (as applicable). If following our investigation, we conclude that (i) you have breached or have attempted to breach any part of the Terms of Service; or (ii) the Referral Earnings result from unlawful or fraudulent activity, we may notify you that you have forfeited your rights to the Referral Earnings. Infloww shall not have any responsibility to you if we withhold or forfeit any of your Referral Earning where we have a right to do so under these Terms of Service.
(j) Infloww may terminate the Affiliate Program at any time upon written notice. In the event of a termination, The Affiliate will only receive Referral Earnings that were earned prior to the effective termination date.
19. Intellectual Property Rights.
(i) The Service is owned and operated by Us. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Materials”) provided by us are protected by intellectual property and other laws. All Materials included in the Service are the property of Infinni Innovations S.A. or our third-party licensors. Except as expressly authorized by Infinni Innovations S.A., you may not make use of the Materials and We reserve all rights to the Materials not granted expressly in these Terms of Service.
(j) You represent and warrant that (i) you own all intellectual property rights (copyright and any other proprietary rights) in your Content or that you have obtained all necessary rights, licenses, consents or permissions which are required to authorize Us and the Users to use and distribute your Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Us, the Service and these Terms of Service and (ii) your Content and the use of your Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Us to violate any law or regulation.
(k) You grant us a worldwide, non-exclusive, perpetual, royalty-free, sub-licensable, assignable and transferable license to reproduce, make available and communicate, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content in whole or in part for any purpose reasonably related to the provision and operation of the Service. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party.
(l) If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Us an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
(m) While we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf. Please see our Complaints Policy for how to make a complaint about infringement of intellectual property rights.
(n) You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on the Service. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 10[b] above) to add watermarks, stickers or text to your Content.
20. Linking to the Service
(i) Links to the Service:
(a) You may link to the Service, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.
(b) If you are a Creator, when promoting your User account you must comply with our Terms of Service and the terms of service of any other website where you place a link to or otherwise promote your Creator account. When promoting your Creator account, you must not impersonate Us or give the impression that your Creator account is being promoted by Us if this is not the case.
(j) Links from Other Sites on the Service:
(a) The Service may make available links to third party services or content. These links are provided for your convenience only. We have no control over the contents of these third-party services and content and different terms of use and privacy policies may apply to your use of such third-party sites. We do not endorse such third-party services and content and in no event shall be responsible or liable for any products or services of such third-party providers. If you decide to access any of the third-party sites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.
21. Termination of User Account. You may terminate your account at any time by contacting Us or by doing so in the user account section of your User Account. The termination of your account will occur as follows:
(i) If you are a Follower, the termination of your account will take place within a reasonable time following your request.
(j) If you are a Creator, then once you initiate the “delete account” process your account will remain open until the last day of your Follower’s paid Subscription period, following which you will receive your final payment and your account will be deleted.
(k) If you are both a Follower and a Creator then your account will be deleted in two stages as provided above in Section 13(a) and 13(b).
Once your account has been deleted you won't be charged any further amounts or have access to your User account or its Content, and any subscriptions will be deleted. You will receive an email confirmation upon the successful deletion of your account. Once your account has been deleted, we may deal with your Content in any appropriate manner in accordance with our Privacy Policy (including by deleting it) and you will no longer be entitled to access your Content.
22. Indemnity. You are responsible for your use of the Service, and you will defend and indemnify Us and our affiliates, and each of their respective officers, directors, employees, consultants, subsidiaries and agents (together, the “Infinni Innovations S.A. Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms of Service, any representation, warranty, or agreement referenced in these Terms of Service, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defence of that claim.
23. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS, CONTENT, AND PRODUCTS AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INFLOWW ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS, CONTENT, AND PRODUCTS AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE INFLOWW ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE INFLOWW ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. INFLOWW DOES NOT GUARANTEE THE QUALITY, OR SUITABILITY OF THE SERVICE AND YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER OR PROFESSIONAL, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
24. Limitation of Liability
IN NO EVENT WILL THE INFLOWW ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY INFLOWW ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE INFLOWW ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE LESSER OF 100% OF THE TOTAL FEES PAID BY THE USER IN CONNECTION WITH THE USE OF THE SERVICE OR USD 5,000.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 22 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
25. Governing Law is the Kingdom of Spain.
This agreement is between you and Infinni Innovations S.A., company registered in the Kingdom of Spain, Registration number A-55470629 DBA Infloww
The UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute arising out of or relating to this Agreement.
26. Changes to this Agreement
This agreement can be updated by Infloww at any time. If you do not agree to certain meaningful changes, you may not be able to use our services.
Infloww may modify this Agreement from time to time, so please review it frequently. For Infloww users who accepted a previous version of this Agreement, the revisions will become effective 10 days after posting at infloww.com Your continued use of Infloww Services means you accept the changes. Once you accept a version of the Agreement, we will not enforce future material changes without your express agreement to them. If you are asked to accept material changes to this Agreement and you decline to do so, you may not be able to continue to use the Infloww Services provided.
27. Dispute Resolutions by Binding Arbitration
If you have a dispute, you agree to send details in writing to Infloww, if not resolved then you can arbitrate in the Kingdom of Spain according to the Spanish Arbitration Act. You agree that any claim you bring against Infloww is in your individual capacity, and not as a class member, class representative, or as part of a class action.
This Section 27 offers a streamlined way to resolve disputes between us if they arise. Most of your concerns can be resolved quickly and satisfactorily by emailing [email protected]. If Infloww cannot resolve your concern, you and Infloww agree to be bound by the procedure set forth in this Section to resolve any and all disputes between us.
This Section 27 is an agreement between you and Infloww, and applies to our respective agents, employees, subsidiaries, predecessors, successors, beneficiaries and assigns. This agreement to arbitrate evidences a transaction in international commerce, and thus the Spanish Arbitration Act governs the interpretation and enforcement of this Section 27 and any arbitration carried out under this Section. This Section 27 shall be interpreted broadly and shall survive termination of this Agreement.
A. Claims Covered by Arbitration:
All disputes, claims or controversies arising out of or relating to this Agreement, any Infloww Services and its marketing, or the relationship between you and Infloww, including the validity, enforceability, and scope of this Section 27 ("Disputes"), shall be determined exclusively by binding arbitration. This includes claims that accrued before you entered into this Agreement. The only Disputes not covered by this Section 27 are claims (i) regarding the infringement, protection or validity of your, Infloww's licensors' trade secrets, copyright, trademark or patent rights.
B. Informal Negotiations
You and Infloww shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration. The informal negotiations begin upon receipt of written notice from one party to the other ("Notice of Dispute"). The Notice of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought. Infloww will send its Notice of Dispute to your billing or email address. You will send your Notice of Dispute to [email protected], ATTENTION: Legal Department.
C. Binding Arbitration
If you and Infloww cannot resolve a Dispute informally, you or Infloww may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be administered under the Spanish Arbitration Act
D. Limitations
YOU AND INFLOWW AGREE THAT YOU MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AS TO ALL DISPUTES. The arbitrator shall not consolidate another person's claims with your claims, and shall not preside over any type of representative or class proceeding. If this paragraph D is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.
E. Location
Independent of your Location, you shall submit to the Spanish Arbitration Act in the Kingdom of Spain.
F. Recovery
If the arbitrator rules in your favor on the merits of any claim you bring against Infloww and issues you an award that is greater in monetary value than Infloww's last written settlement offer made before Infloww makes its final written submissions to the arbitrator, then Infloww will:
1. Pay you 100% of your arbitration award, up to €2,000 Euros over and above your arbitration award; and
2. Reimburse the arbitration fees that you paid to the Spanish Arbitration.
G. Changes to this Arbitration Agreement
Infloww will not enforce material changes to this agreement to arbitrate, unless you expressly agree to the changes.
H. Severability
If any clause within this Section 27 (other than the Class Action Waiver clause in paragraph D above) is found to be unenforceable because it would preclude a particular claim or remedy (such as public injunctive relief), that claim or remedy (and only that claim or remedy) must be severed from arbitration and may be brought in court, while any remaining claims or remedies will be resolved through arbitration. If any clause within this Section 27 (other than the Class Action Waiver clause set forth in paragraph D above) is found to be unenforceable for any other reason, that clause will be severed from this Section 27 and the remainder of this Section 27 will remain in full force and effect.
28. General.
(i) If any part of these Terms of Service is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms of Service, or any provision of these Terms of Service, be a waiver of any subsequent breach or default or a waiver of the provision itself. We reserve all rights not expressly granted to you.
(j) You may not assign or transfer these Terms of Service or your rights under these Terms of Service, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms of Service at any time without notice or consent.
(k) The Terms of Service, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms of Service, are the entire and exclusive understanding and agreement between you and Us regarding your use of the Service. If there is any conflict between these Terms of Use for all Users and any of the Terms of Use for Creators and the Terms of Use for Followers, the Terms of Use for all Users will apply to the extent of the conflict