INFLUENCE ECOLOGY TERMS OF USE

(Last updated: Jan 3, 2022)

ACCEPTANCE OF TERMS OF USE

Please read through these Terms of Use carefully. By becoming an Influence Ecology guest, student, participant, member, or faculty, and/or accessing or using any of Influence Ecology’s public, private, and/or restricted-use websites including but not limited to my.influentialu.global, or by otherwise accessing any content found on the Sites or services available through the Sites, you are deemed to (i) have entered into an agreement with Influence Ecology, LLC or one of its affiliates (collectively, “Influence Ecology”); (ii) have represented that you are an adult in your country of residence and are at least 18 years old; (iii) have represented that you have the legal authority to accept these Terms of Use; and (iv) have agreed to be bound by the terms set out below. If you do not agree with the Terms of Use, you are not authorized to, and may not, use or access any of the Sites.

The Sites are owned and operated by Influence Ecology. Influence Ecology reserves the right to modify the Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms of Use periodically and to be aware of any modifications. Your continued use of the Sites and/or Site Services after such modifications will constitute your acknowledgment of the modified Terms of Use and your agreement to abide and be bound by the modified Terms of Use. Your sole remedy for dissatisfaction with the Sites or any products, services, content, or other information available on or through the Sites, is to discontinue using the Sites.

INTELLECTUAL PROPERTY PROTECTION

Copyright
The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with your Influence Ecology membership and/or the Sites (such contents, design, and materials being collectively referred to as the “Content“) are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries, as well as other intellectual property laws, and are owned by Influence Ecology, the applicable expert resource speakers, the applicable authors of the content, and/or the other contributors to Influence Ecology, including contributors to the Sites. The software which operates the Sites is proprietary software and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify, or otherwise create derivative works from the software.

Trademarks
You may not use or reproduce or allow anyone to use or reproduce any trademarks (including, without limitation, the “Influence Ecology®” name and logo, or other trade names found in the Content, including those appearing on the Sites) for any reason without written permission from Influence Ecology or the identified owner.

Reporting Violations
Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2) (the “DMCA”), Influence Ecology’s designated agent for notice of alleged copyright infringement in connection with the Site is: Darryl Anderle, Chief Financial Officer, Influence Ecology, LLC, 200 E Santa Clara St. Ste 210, Ventura, CA 93001, Telephone number: (805) 285-2900, Email address: darryl@influenceecology.com. To file a notice of infringement with Influence Ecology, the requirements specified in Title II of the DMCA must be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located at http://www.copyright.gov. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Influence Ecology a counter-notice. Please consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

CONDUCT; USE OF CONTENT 

Limited License to User
Subject to the Terms of Use and to the payment of any applicable fees specified by Influence Ecology, Influence Ecology grants you a limited, revocable, personal, nontransferable, non-sublicensable, non-exclusive license to use the Content. You may retrieve and display the Content on a computer screen, print the Content on paper, distribute copies of the Content only for your personal use or to other active members of the Influence Ecology community, and store the Content in electronic form on your computer for your personal use. As a condition of your use of any of the Sites or Site Services, you warrant to Influence Ecology that you will not use the Sites for any purpose that is unlawful or prohibited by the Terms of Use.

Except as expressly set out above, you may not: (a) reproduce, modify, distribute, or in any way commercially exploit any of the Content, (b) reproduce or store in or transmit to any other website, newsgroup, mailing list, electronic bulletin board, server, or other storage device connected to a network, or regularly or systematically store in electronic or print form, all or any part of the Content, (c) modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Content (including use as part of any library, archive, or similar service) without the prior written consent of Influence Ecology, (d) remove the copyright or trade mark notice from any versions or reproductions of the Content made under these Terms of Use, (e) collect account information for the benefit of another party, (f) use any meta tags or any other ‘hidden text’ utilizing any Influence Ecology trademarks or Content without the express written consent of Influence Ecology, or (g) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our networks or infrastructure. Any other use of the Content or Sites not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to Influence Ecology, LLC, 200 E Santa Clara St. Ste 210, Ventura, CA, 93001, Attention: General Counsel.

Influence Ecology hopes and believes that the Content will be helpful, but it should not be construed as legal, accounting, tax, management, or other professional advice on any subject matter. Influence Ecology has endeavored to comply with legal and ethical requirements known to the Influence Ecology personnel who compiled the Sites, but Influence Ecology is not engaged in rendering legal, accounting, tax, management, or other professional services, and availability or use of the Content is not intended to create, and does not create, any attorney-client, accountant-client, or other professional services relationship. Use of the Content is not an adequate substitute for obtaining legal, accounting, tax, or other professional advice from a qualified and licensed (if applicable) provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Content without first seeking the services of a qualified professional.

User Content and Submissions
Subject to the rights and licenses you grant to Influence Ecology under these Terms of Use, you retain all rights to the ownership, copyrights and use of all content, media, suggestions, comments, ideas, notes, concepts, works, designs, information or other materials provided or uploaded by you to the Sites, or otherwise voluntarily submitted to Influence Ecology via the Sites (collectively, your “User Submissions”). You understand that Influence Ecology cannot guarantee, and will not be subject to any obligation, whether of attribution or otherwise, regarding User Submissions and will not be liable for any use, misuse, infringement, or disclosure of any User Submissions by any third party. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them on the Sites or otherwise.

User Grant of Licenses to Influence Ecology
You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and disclose your User Submissions, and you irrevocably license to Influence Ecology all copyright and other proprietary or intellectual property rights in and to any and all User Submissions, on a perpetual and non-exclusive basis, for publication on the Sites and use in any manner contemplated by the Sites, such User Submissions, and/or these Terms of Use.

By submitting a User Submission, you hereby irrevocably grant to Influence Ecology and its successors a perpetual, worldwide, non-revocable, unlimited, transferable, assignable, sublicensable (through multiple tiers), royalty-free, non-exclusive right and license to reproduce, publish (on the Sites, on any other website(s), in print, radio, television or elsewhere), store, distribute or display (publicly or otherwise), modify, edit, communicate, create derivative works of, translate, adapt, digitally transmit, and otherwise use, market, and commercialize each User Submission, or any portion thereof, in any manner and context (including but not limited to usage in commercial, advertising, or promotional materials), now known or in the future discovered, in Influence Ecology’s sole discretion, in any way, in any and all media, without limitation and without any compensation or acknowledgment to you or any third party. You agree and acknowledge that Influence Ecology shall own all rights (including copyrights), title, and interest in and to any derivative works created by Influence Ecology from any User Submission.

You further acknowledge that Influence Ecology is under no obligation to post, display, or otherwise use any User Submission. You further acknowledge and agree that the licenses granted under these Terms of Use are (a) perpetual and survive any expiration or termination of your membership or other relationship with Influence Ecology, and (b) apply to all User Submissions, whether or not removed by Influence Ecology or subsequently deleted or modified by you. Influence Ecology retains the right to keep any User Submission posted on the Sites. You further acknowledge that Influence Ecology has no obligation whatsoever to pay you any royalty or other compensation on any revenues or other consideration that Influence Ecology receives directly or indirectly from the use or display of your User Submission or otherwise from the exercise of Influence Ecology’s rights granted under these Terms of Use. You hereby agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against Influence Ecology or its owners/operators, affiliates, licensees, licensors, and/or any other person, on the grounds that any use of a User Submission, or any derivative works thereof, infringe any of your rights as creator of the User Submission, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights.

User Representations
You understand that, by submitting a User Submission, you represent, acknowledge, and agree that:

1. You have read, fully understand and agree to these Terms of Use and appreciate the nature, extent, and consequences of such Terms of Use, including with respect to the licenses granted herein;
2. To the best of your knowledge, your User Submissions represent your own original work and Influence Ecology’s publication and/or use of your User Submissions will not infringe upon any other individual’s or entity’s rights;
3. Influence Ecology does not pre-screen User Submissions and you are solely responsible for the content of your User Submissions and the consequences of posting or publishing them on the Sites, including but not limited to any injury, damage, or liability resulting therefrom;
4. You understand that Influence Ecology is not responsible for, and cannot control, any actions taken by other users or members of the Influence Ecology community in respect of your User Submissions, you accept responsibility for posting User Submissions where others may view them, and you acknowledge that Influence Ecology recommends that you do not submit any User Submissions that would reasonably be considered to contain trade secrets or insider information, or that would otherwise subject you or your company to any liability or losses;
5. You understand that Influence Ecology has no obligation, either express or implied, to develop or use your User Submissions and that no compensation is due to you or anyone else for any inadvertent or intentional use of those User Submissions, related User Submissions, or any content or derivative work that is derived from your User Submissions;
6. Influence Ecology is not obligated to provide any justification for removing or deleting any User Submissions or to reveal Influence Ecology’s activities that are related to any submitted User Submissions;
7. Your submission of User Submissions to Influence Ecology is entirely voluntary;
8. Influence Ecology may, directly or indirectly, (i) be developing content, suggestions, ideas, notes, concepts, information, or other materials that are the same or substantially similar to the User Submissions, or (ii) already have knowledge of such content, suggestions, ideas, notes, concepts, information, or other materials from other sources;
9. Except to the extent that these Terms of Use are superseded by a separate agreement in writing executed by you and Influence Ecology, you hereby irrevocably release and forever discharge Influence Ecology and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities, and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall, or may have against Influence Ecology and its affiliates, licensees. and subsidiaries or their respective successors and assigns with respect to the User Submissions, including without limitation concerning the direct or indirect use, publication, commercialization, or distribution the User Submissions; and
10. Influence Ecology has the right (but not the obligation) to monitor the Sites and each User Submission; to alter or remove any User Submission at any time; to disclose any User Submission and the circumstances surrounding its transmission to any third party or governmental or regulatory entity in order to operate the Sites properly; to protect ourselves, our sponsors, and our users and visitors; and to comply with legal obligations or governmental requests.

User Prohibitions
You are solely responsible for the content of your User Submissions. You agree you will not post, link to, publish, or otherwise submit any User Submissions or materials that do not conform to these Terms of Use, including without limitation, those that:

1. are unlawful, obscene, hateful, defamatory, libelous, threatening, fraudulent, abusive, pornographic, sexually explicit, harassing, or racially, ethnically. or otherwise offensive;
2. encourage conduct that would be considered a criminal offense, or does or could give rise to civil liability or violate any law, rule, or regulation, or are otherwise objectionable;
3. are intended to victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of age, disability, ethnicity, gender, race, religion, or sexual orientation;
4. comprise non-public or insider information about companies, or are otherwise confidential or private;
5. contain third party copyrighted material or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant to Influence Ecology all of the license rights granted herein;
6. comprise an advertisement, solicitation, pyramid scheme, investment opportunity, or other unsolicited commercial communication (except as otherwise expressly permitted by Influence Ecology in writing); or
7. include recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
8. Disguise or attempt to disguise the true origin of any User Submissions;
9. Impersonate any person or entity (including, without limitation, Influence Ecology staff or other members of the Influence Ecology community) or misrepresent any affiliation with any person or entity;
10. Knowingly post or transmit any User Submissions that contain software viruses, files, code, or other harmful components designed to interrupt, destroy, or limit the functionality of the Sites, the Content or any Influence Ecology computer software, systems, or equipment;
11. Collect or store other users’ personal data;
12. Restrict or inhibit any other user from using the Sites, Site Services, Content, or Online Communities;
13. Upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright, or other intellectual property right, privacy right, or publicity right of any person or entity;
14. Upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” chain letters, or any other potentially objectionable form of unsolicited communication, including without limitation, via initiation or perpetuation of “SPAM,” or to newsgroups, bulletin boards, or users that have requested that messages not be sent to them;
15. Upload, post, email, or otherwise transmit any material that you do not intend to disclose to all recipients of your transmission, including users who have access to the areas of the Sites in which your User Submission is posted;
16. Use the Sites for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government; or
17. Upload, post, email or otherwise transmit without authorization any material that would reasonably be considered to contain confidential or private information concerning any third party person or entity, including without limitation, personal (i.e., non-business) phone number(s) or addresses, account numbers, social security numbers, passwords, or other similar information.

Influence Ecology reserves the right to review, edit, and remove your User Submissions in order to ensure compliance with these Terms of Use and our Privacy Policy. It is not possible or practicable for Influence Ecology to effectively monitor User Submissions, including with respect to infringement of third party rights. If you believe that a User Submission infringes your legal rights, you should notify Influence Ecology immediately. If notified by a user of a User Submission that allegedly does not conform to these Terms of Use, Influence Ecology may investigate the allegation and determine in good faith and in its sole discretion whether to remove or modify the User Submission.

Influence Ecology neither endorses nor is responsible for any User Submissions, or for any opinion, advice, recommendation, information, or other utterance made or displayed therein or otherwise posted on the Sites by third parties, whether such third parties are visitors to the Sites, members of the Influence Ecology community, or others. Influence Ecology expressly disclaims any and all liability in connection with any User Submissions. The opinions expressed in any User Submission reflect solely the opinions of the user submitting such User Submission and do not reflect the opinions or views of Influence Ecology. You should not rely on User Submissions in making (or refraining from making) any specific investment, business, or other decisions.

Influence Ecology cannot ensure that User Submissions are in compliance with the Terms of Use. You understand that when using the Sites you will be exposed to User Submissions from a variety of sources, and that Influence Ecology cannot guarantee, and is not responsible for, the accuracy, integrity, quality, usefulness, safety, or intellectual property rights or protections of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing, or that otherwise violate these Terms of Use, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Influence Ecology with respect thereto.

Online Communities 
Our Sites may include discussion groups, blogs, chats, and other areas that allow uploading of Content and/or interaction between members of the Influence Ecology community (each, an “Online Community”). While Influence Ecology does not control or monitor the User Submissions posted to Online Communities, it reserves the right (which it may exercise at its sole discretion without notice) to delete, move, or edit the User Submissions and to terminate your access to and use of the Online Communities in the event your User Submissions violate the Terms of Use, including the User Representations above. Influence Ecology has no obligation to review or monitor the Online Communities or User Submissions, and is not responsible for such information, including any advice or suggestions made by members of the Influence Ecology community, including Influence Ecology chairs acting in their independent contractor capacity.

Certain Online Communities have their own community guidelines or standards which govern User Submissions and other content posted or otherwise published in these Online Communities. Community guidelines or standards applicable to an Online Community can be located in the area within a Site where the Online Communities are accessed. You are responsible for understanding and following any applicable community guidelines or standards.

Influence Ecology may modify the rules related to Online Communities at any time without prior notice to you. By submitting User Submissions to any Online Community you agree to indemnify and hold harmless Influence Ecology from all claims, costs, and expenses (including legal expenses) arising out of any such User Submissions posted or published by you that are in breach of these Terms of Use. Your use of an Online Community is at your own initiative and risk. The opinions expressed via User Submissions in the Online Communities reflect solely the opinion(s) of the participants and do not reflect the opinion(s) or view(s) of Influence Ecology.

Third Party Transactions 
You may use the Sites to purchase products or services from Influence Ecology’s third-party partners. In that event, your contract for such products will be with the third party partner and not with Influence Ecology. You acknowledge and agree that Influence Ecology has no responsibility or liability in connection with any such products or services. Descriptions or images of, or references to, products or services on the Sites do not imply Influence Ecology’s endorsement of such products or services.

Term and Termination
Influence Ecology may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Content). Influence Ecology reserves the right to refuse to offer access to the Sites and/or Content to anyone at any time without notice.

The rights of termination are in addition to all other rights or remedies of Influence Ecology provided in these Terms of Use or by law.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

Changes to the Sites
Influence Ecology reserves the right, in its discretion, to suspend, change, modify, add, or remove portions of the Content available on the Sites at any time. Influence Ecology reserves the right to add to or change the Sites or cease offering the Sites at any time and without liability.

User Responsibility for Account Information
In order to access certain Sites available only to members of the Influence Ecology community (including Influence Ecology Members, Chairs, speakers, Influence Ecology employees and certain partners or service providers) (each, a “Member Site”), you will require a username, password, and/or other security-related access information (collectively, “Account Information”). You are solely responsible for maintaining the confidentiality of, and ensuring that proper security precautions are taken with respect to your Account Information. You are also responsible for all unauthorized access, use or misuse of the Sites, Site Services, and/or Content due to your direction or lack of direction, control, lack of care in protecting Account Information, or failure to comply with the Terms of Use. Each registration is for a single user only; Influence Ecology does not permit access through a single username and password being made available to multiple users on a network. You may not transfer or share your Account Information with anyone or permit others to use your Account Information to access or use the Sites. You agree to (a) immediately notify Influence Ecology of any loss, theft, or unauthorized use of any Account Information or any other breach of security pertaining to the Sites, and (b) ensure that your complete registration information, including your email address and personal contact information, is up to date. Influence Ecology cannot and will not be liable for any loss or damage arising from your or any third party’s failure to comply with this section. Influence Ecology reserves the right to monitor and record activity on the Sites, including access to the Content for the purposes of confirming your compliance with the Terms of Use, and to ensure proper site operation and performance. We also reserve the right to terminate or suspend your access to the Sites without notice or further obligation to you if, in our sole discretion, we believe you are in violation of this section or other provisions of the Terms of Use.

Confidentiality Pledge and Standards
All members of the Influence Ecology community (including Influence Ecology Members, Chairs, speakers, Influence Ecology employees, and certain partners or service providers) who access any Member Site agree to abide by the duties and obligations set out in Influence Ecology’s Confidentiality Pledge and Standards, as may be updated by Influence Ecology from time to time, the latest version of which is available online: CONFIDENTIALITY

Privacy Policy
The information that you provide about yourself to Influence Ecology will only be used in accordance with Influence Ecology’s Privacy Policy Statement, as may be updated by Influence Ecology from time to time, the latest version of which is available online: PRIVACY POLICY

OTHER TERMS

International Use
Although the Sites may be accessible worldwide, we make no representation that the Sites or their Content are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Sites from international locations do so at their own initiative and are responsible for compliance with applicable local laws. Any offer of any product, service, and/or information made in connection with the Sites is void where prohibited.

No Warranty
INFLUENCE ECOLOGY MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTENT, THE SITES, THE SITE SERVICES, THE SOFTWARE, OR ANY PRODUCTS AVAILABLE THROUGH THE SITES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITES IS AT YOUR OWN RISK, AND YOU, AND NOT INFLUENCE ECOLOGY, ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITES OR THEIR CONTENT. INFLUENCE ECOLOGY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. INFLUENCE ECOLOGY DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR TIMELINESS OF THE CONTENT OR SITE SERVICES, THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR RELATED SYSTEMS ARE FREE FROM VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES. INFLUENCE ECOLOGY MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION, OR ADVICE GIVEN BY INFLUENCE ECOLOGY OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXPAND ANY WARRANTY.

Limitation & Disclaimer of Liability
YOU ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY, AND CONFIDENTIALITY RISKS INHERENT IN ONLINE COMMUNICATIONS AND ASSOCIATED TECHNOLOGY. YOU AGREE THAT INFLUENCE ECOLOGY WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES; (b) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (c) LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITES; (d) COMPUTER VIRUSES, SYSTEM FAILURE, OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE; (e) DECISIONS MADE OR ACTIONS TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE ON THE SITES OR CONTENT; OR (f) EVENTS BEYOND OUR REASONABLE CONTROL.

YOU AGREE THAT IF YOU SUFFER ANY INJURY ARISING OUT OF ANY USER SUBMISSION, YOU WILL SEEK RELIEF DIRECTLY FROM THE INJURING USER AND THAT INFLUENCE ECOLOGY’S RESPONSIBILITY SHALL BE LIMITED TO REMOVING THE INJURIOUS POSTING OR PORTION THEREOF FROM THE SITE(S) UPON NOTICE FROM THE INJURED PARTY.

IN NO EVENT WILL ANY LIABILITY OF INFLUENCE ECOLOGY, ITS AFFILIATES, AGENTS AND LICENSEES TO YOU (AND/OR ANY THIRD PARTY) ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITES, CONTENT, SITE SERVICES, OR BREACH OF THESE TERMS OF USE EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO INFLUENCE ECOLOGY, DURING THE SIX-MONTH PERIOD PRECEDING THE CLAIM, IN RESPECT OF THE PARTICULAR SITE SERVICE TO WHICH THE CLAIM RELATES OR BY WAY OF MEMBERSHIP DUES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL INFLUENCE ECOLOGY, ITS AFFILIATES, LICENSEES, REPRESENTATIVES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE OR SITE SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF INFLUENCE ECOLOGY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE.  THE LIMITATION OF LIABILITY SET FORTH ABOVE IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN INFLUENCE ECOLOGY AND YOU. NEITHER THE SITES NOR THE CONTENT WOULD BE PROVIDED ABSENT SUCH LIMITATIONS.

Indemnification
You agree you will indemnify and hold Influence Ecology, its affiliates, licensees, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties“) harmless for any losses, claims, judgments, expenses, damages, or costs, including reasonable legal fees, resulting from any breach of the Terms of Use by you, including (a) any use of Content other than as expressly authorized in the Terms of Use, or (b) any use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our systems. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Sites, Site Services. or Content.

Force Majeure
Influence Ecology, its affiliates, and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism, or governmental restrictions.

Changes to these Terms
Influence Ecology may, in its discretion, modify or update these Terms of Use (including in relation to your use of the Sites, Site Services, and/or the Content) or change the fees or charges for use of the Sites. Any changes to the Terms of Use will be effective upon the publication of revised Terms of Use to the applicable Site(s). If you use the Sites after Influence Ecology has published or notified you of the changes, you are agreeing to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain areas of Content may be subject to additional terms and conditions.

Advertising, Third Party Content, and other Websites
Parts of the Site may contain third party content or have links to other websites which may or may not be operated by Influence Ecology. Influence Ecology has not reviewed all of the websites that are linked to the Sites, and Influence Ecology has no control over such sites. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such advertiser. You agree that Influence Ecology shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Sites. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Influence Ecology is not responsible for any third party content nor for the availability of any third party websites or their contents.

Non-Waiver
No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Notices
Notices to Influence Ecology must be given in writing and sent to Influence Ecology at the following address: Influence Ecology, LLC, 200 E Santa Clara St. Ste 210, Ventura, CA, 93001, Attention: General Counsel.  Notices to you may be sent to the email address supplied for your account or we may broadcast notices or messages through the Sites to inform you of changes to the Sites or other matters of importance, and such broadcasts shall constitute notice to you. Any notices or communication will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

Violations
Please report any violations of these Terms of Use to Influence Ecology, LLC, 200 E Santa Clara St. Ste 210, Ventura, CA, 93001, Attention: Chief Financial Officer.

Severability; Survival; Statute of Limitations
If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in Los Angeles, California, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Entire Agreement
Your written contract(s) with Influence Ecology, if any, and any amendments, addendums, exhibits, and schedules (as applicable) thereto, and these Terms of Use, as the latter may be amended from time-to-time in Influence Ecology’s sole discretion, constitute the entire agreement between Influence Ecology and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether electronic, verbal, or written, between you and Influence Ecology, with respect to the Sites, Content, and Site Services.

Headings
Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Relationship Between the Parties
There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and Influence Ecology arising solely through the access or use of the Sites or Site Services.

Export Controls
You shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and not export or re-export Visage Content in violation of any such restrictions, laws, or regulations. By downloading or using the Content, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

Governing Law and Jurisdiction
These Terms of Use shall be governed by, and construed in accordance with, the laws of the State of California without regard to conflicts of laws principles, as if the Terms of Use were a contract wholly entered into and wholly performed within California. The parties irrevocably agree that the courts of Los Angeles, California shall (subject to the remaining paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the Los Angeles, California courts. For the exclusive benefit of Influence Ecology, Influence Ecology shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms of Use are entered into in the course of your trade or profession, the country of your principal place of business. Any cause of action by you arising in connection with the Sites, Content, or Site Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

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