Acceptance of Terms.
MIMFE provides its Services (as defined below) to You through its web site located at http://www.MIMFE.com/ , subject to this TOS and the terms of Your Services Agreement. By accepting this TOS or by accessing or using the Service, Site, or App, You acknowledge that You have read, understood, and agree to be bound by this TOS. In the event of a conflict of terms between this TOS and your Services Agreement, the terms of your Services Agreement shall govern your relationship solely with respect to any such conflicting terms. If You are entering into this Agreement on behalf of a company, business or other legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this TOS, You must not accept this TOS and may not use the Service. As part of the registration process, You will identify one or more administrative usernames and passwords for Your account.
Description of Service.
This “Service” is an online platform and API portal which provide access to profiles and audience demographic information for social influencers across major social channels. The Service includes access to MIMFE content and data (“MIMFE Content”) such as reports, graphs and other presentations of data, as well as access to content and data that is not generated or maintained by MIMFE (“Third Party Data”). Notwithstanding anything to the contrary contained in this TOS or any Services Agreement, MIMFE undertakes no representations or warranties with respect to Third Party Data presented on its platform. Any new features added to or augmenting the Services are also subject to this TOS.
Campaign Policy for Clients.
- When a client approach MIMFE for an advertising campaign, it will be first reviewed by the MIMFE team. Each campaign will have a description of the required content to be promoted by the influencers. MIMFE reserves the right to review and reject campaigns for Advertising. Moreover, once the campaign created by client is approved by the MIMFE team, it cannot be changed, modified or rejected.
Reserve and Respect The Rights of Intellectual Property.
Intellectual Rights include copyrights, trademarks, the right to use someone’s creation, voice, face, brand names (such as Starbucks, Nestle etc.), You shall never use these without legal consent of posting these from the third party as this would be considered as violation or infringement of their intellectual property.
- Be Honest and Clear.
You must be honest in your statements and opinions must reflect their honest views. If you make a statement that does not reflect your opinions and rather reflects Your perspective, you shall make it clear by giving reference with their statements.
General Conditions/ Access and Use of the Service.
- Subject to the terms and conditions of this TOS, You may access and use the Service only for permitted purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to MIMFE. Unless otherwise indicated in Your Services Agreement, You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party; including without limitation, the development of a competing platform or access point for use or access to MIMFE Intellectual Property or the Third Party Data, (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks, or (d) store on any network, hard drive, computer or cloud-storage any MIMFE Intellectual Property, MIMFE Content or Third Party Data or other information obtained from the Services or the Site for any period of more than 3 days after termination or expiration of this Agreement. You shall comply with any reasonable codes of conduct, policies or other notices MIMFE provides You or publishes in connection with the Service, and You shall promptly notify MIMFE if You learn of a security breach related to the Service.
Any software that may be made available by MIMFE in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You agree not to access the Service by any means other than through the interface that is provided by MIMFE for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of MIMFE or any third party is granted to You in connection with the Service. MIMFE reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) for any reason at all.
- You are responsible for maintaining the confidentiality of Your login, password and account and for all activities that occur under Your login or account. You are responsible for any content provided to MIMFE (“Your Content”) and MIMFE reserves the right to access Your Account in order to respond to Your requests for technical support and to investigate suspicious activity.
- You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to MIMFE’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, You acknowledge that You bear sole responsibility for adequate security, protection and backup of Your Content. MIMFE will have no liability to You for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content. The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. MIMFE has no control over such sites and resources and MIMFE is not responsible for anything contained therein or any result from use thereof. You further acknowledge and agree that MIMFE will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings You have with third parties found while using the Service are between You and the third party, and You agree that MIMFE is not liable for any loss or claim that You may have against any such third party.
- You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in MIMFE’s published policies then in effect. You shall also be responsible for maintaining the security of the Equipment, Your Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your Account or the Equipment with or without Your knowledge or consent.
- The failure of MIMFE to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between You and MIMFE, even though it is electronic and is not physically signed by You and MIMFE, and it governs Your use of the Service.
- MIMFE reserves the right to use Your name and/or Your business name as a reference for marketing or promotional purposes on MIMFE’s website and in other communication with existing or potential MIMFE customers. You further agree that You will place the MIMFE logo or company name in a visible spot on Your website homepage and anyplace where MIMFE Content or Third Party Data is displayed, unless otherwise agreed by separate agreement. Unless otherwise provided in a separate agreement, MIMFE reserves the right to terminate Your access to the Services for violation of this section.
- You acknowledge that MIMFE may establish general practices and limits concerning use of the Service, including without limitation the maximum storage space that will be allotted on MIMFE’s servers on Your behalf. You agree that MIMFE has no responsibility or liability for the deletion or failure to store any content maintained or obtained by the Service.
- The Service includes certain services that are available via a mobile device, including the ability to browse the Service and the Site from a mobile device and the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent You access the Service through a mobile device, Your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, You agree that We may communicate with You regarding MIMFE and other entities by SMS, MMS, text message or other electronic means to Your mobile device and that certain information about Your usage of the Mobile Services may be communicated to us.
- The Services contain Third Party Data aggregated by MIMFE from multiple sources. However, the nature of the Third Party Data and the collection processes limits the ability to independently verify and/or validate the Third Party Data and all Third Party Data is subject to change at any time without notice. Neither MIMFE nor its Third Party Data sources warrant the comprehensiveness, completeness, accuracy or adequacy of the Third Party Data for any purpose. MIMFE, its sources and their directors, employees, contractors, and agents disclaim all warranties, expressed or implied, as to any matter whatsoever and shall not be responsible for any loss or damage that may directly or indirectly arise as the result of the use of the Third Party Data contained in the Service.
- Services will be rendered once client have submitted the campaign and accepted by the Admin. No refunds will be allowed after the approval. If for any reason a campaign cannot be delivered due to electrical, computer, server, or software failure, a full refund will be made to You within 10 days after confirmation by MIMFE.
- Partial refunds
If Your campaign is accepted by several but not all Influencers, then you will automatically be refunded the prorated amount after 7 days.
- Influencers will be given their amount right after they have submitted the proof and approved by the admin. You can withdraw the amount after 14 days.
- MIMFE Credits
In certain cases, MIMFE may offer You credits (“MIMFE Credits” or “Credits”), either for promotional purposes or otherwise, to be used for campaigns or other services offered on the Site. Your available Credit balance will appear in your account. Your valid MIMFE Credits will be automatically applied to your next campaign and can be viewed in your order summary after you place the order. MIMFE Credits are subject to different time limitations and will expire after their predefined term. MIMFE Credits serve only as an incentive to use MIMFE, and, therefore, are not redeemable for cash, have no cash value and are nonrefundable. MIMFE Credits may be subject to additional conditions and restrictions as will be disclosed to You upon receipt of the Credits. Credits may be voided in the event of fraud, misuse, or violation of these Terms. MIMFE reserves the right to modify or cancel the MIMFE Credits program at any time. If you or MIMFE deactivate or suspend your MIMFE account, any unused MIMFE Credits in your account will be forfeited.
Representations and Warranties.
You represent and warrant to MIMFE that (i) You have full power and authority to enter into this TOS and the Services Agreement; (ii) You own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in Your posting and other activities (and allow MIMFE to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and MIMFE’s exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) You are eighteen (18) years of age or older.
Influencers will not promote a campaign that is in competition with the campaigns run under MIMFE. Influencers will not participate in any activity, competition, or act that detracts from the services influencers are providing to MIMFE.
- Except as set forth herein, You may not terminate Your account within the Term. You may terminate this Agreement on sixty (60) days written notice to MIMFE if any of the following events occur:
- upon the bankruptcy or insolvency of MIMFE, or the filing against MIMFE of a petition in bankruptcy, or the making of an assignment for the benefit of creditors by MIMFE, or the appointment of a receiver or trustee for MIMFE or any of the assets of MIMFE, or the institution by or against MIMFE of any other type of insolvency proceeding;
MIMFE permanently ceases to offer the Services in their entirety; or
- MIMFE is in Material Breach (as defined herein) of this Agreement. “Material Breach” shall mean a complete outage of the Service for more than ten (10) consecutive business days.
- In addition to any other remedies MIMFE may have, MIMFE may terminate Your Account and this Agreement:
- At any time by providing thirty (30) days prior notice to the administrative email address associated with Your Account;
- Immediately with or without notice to You if You breach any of the terms or conditions of this TOS. MIMFE reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) for any reason at all and may do so without notice in case of your breach of the TOS or any other agreement between you and MIMFE. All of Your Content on the Service (if any) may be permanently deleted by MIMFE upon any termination of your account in its sole discretion.
- If MIMFE terminates Your account pursuant to Section 8(b)(i), MIMFE will refund the pro-rated, unearned portion of any amount that You have prepaid to MIMFE for such Service.
- If MIMFE terminates Your account pursuant to Section 8(b)(ii), MIMFE may in its sole discretion retain any unearned portion of any amount that You have prepaid to MIMFE for such Service, in addition to any other remedies MIMFE may have.
- All of MIMFE’s accrued rights to payment shall survive termination of this TOS.
- Upon termination or expiration of this Agreement, You agree that You will delete any and all MIMFE Intellectual Property and Third Party Data obtained from the Services within a reasonable period of time, not to exceed 3 days. For the avoidance of doubt, unauthorized storage or access to MIMFE Intellectual Property or Third Party Data following termination of a subscription or trial period is a violation of this Agreement.
DISCLAIMER OF WARRANTIES.
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by MIMFE or by third-party providers, or because of other causes beyond MIMFE’s reasonable control. HOWEVER, THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MIMFE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MIMFE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MIMFE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MIMFE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES (INCLUDING ATTORNEYS’ FEES) IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS AND THE SERVICES AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS AND THE SERVICES AGREEMENT. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, MIMFE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Subject to Section 9 herein (Limitation of Liability), each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party (the “Indemnified Party”) from and against any third-party claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from the Indemnifying Party’s breach of this Agreement. The Indemnified Party shall provide notice to the Indemnifying Party of any such claim, suit or demand. The Indemnifying Party reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, the Indemnified Party agrees to cooperate with any reasonable requests assisting the Indemnifying Party’s defense of such matter.
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by MIMFE on Your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
You acknowledge and agree that the copyright, trademark, trade secrets and any other intellectual property rights arising out of or related to the Services, including but not limited to any rights arising out of the compilation and presentation of Third Party Data (the “MIMFE Intellectual Property”) is and shall remain with MIMFE. You acknowledge that such MIMFE Intellectual Property, regardless of form or format, is proprietary to MIMFE, including (a) works of original authorship such as compiled information containing MIMFE’s selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential or trade secret information; and (c) information that has been created, developed and maintained by MIMFE at great expense of time and money such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm MIMFE. You shall not commit or permit any act or omission by Your agents, employees or any third party that would impair MIMFE’s proprietary and intellectual property rights in MIMFE Intellectual Property. You agree to notify MIMFE immediately upon obtaining any information regarding a threatened or actual infringement of MIMFE’s Intellectual Property.
- The Parties shall treat all information, tangible and intangible, received in connection with this Agreement, including but not limited to either Party’s business, policies, procedures, plans, services, products, intellectual property, data, customers, suppliers, methods, research, inventions, ideas or property and any and all demographic and psychographic information, including information made available by either Party before the Effective Date of this Agreement (“Confidential Information”), as strictly confidential and proprietary information. Confidential Information shall not include information that either Party can demonstrate: (i) is already publicly known when it is received or which is subsequently made public by the disclosing Party; (ii) was independently developed by the receiving Party without reference to Confidential Information; or (iii) was known by the receiving Party prior to being received from the disclosing Party and which was not subject to an obligation of confidentiality.
- The Parties shall, during the Term and for a period of 2 years from the termination or expiration of this Agreement: (i) protect and safeguard the confidentiality of the disclosing Party’s Confidential Information with at least the same degree of care as the receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use the disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person, except to the receiving Party’s employees and contractors who need to know the Confidential Information to assist the receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The receiving Party shall be responsible for any breach of this Section 14 caused by any of its employees or contractors. Each Party shall destroy all Confidential Information of the other Party immediately upon termination of this Agreement, including any notes, copies or other records containing or reflecting any Confidential Information.
Neither Party may assign this TOS or any Services Agreement without the prior written consent of the other Party; provided, however, that MIMFE may assign or transfer this TOS, in whole or in part, without restriction and without Your prior consent, in the event of a change in control of MIMFE, including but not limited to any merger, acquisition, or sale of all or substantially all of the assets of MIMFE.
Social Networking Services.
If any provision of this TOS or the Services Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS or the Services Agreement will otherwise remain in effect and enforceable. Except with respect to any Services Agreements executed by the parties, both parties agree that this TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS or any Services Agreement and You do not have any authority of any kind to bind MIMFE in any respect whatsoever. In any action or proceeding to enforce rights under this TOS, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOS will be in writing and will be deemed to have been duly given once sent.
Children under the age of 13 shall not be targeted as an audience of campaigns unless the campaign is specifically built for an under 13 audience. By signing up with MIMFE, You agree that all the campaigns and all the information provided is authentic and accurate and that you agree to maintain the accuracy of such information.
This TOS and any Services Agreement shall be governed by the laws of the State of Wyoming without regard to the principles of conflicts of law. Unless otherwise elected by MIMFE in a particular instance, You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Wyoming for the purpose of resolving any dispute relating to Your access to or use of the Service.