Welcome to iFLYTalent! Please read this Terms of Use Agreement (the “ Agreement ”) carefully. This Agreement is a legal contract between you (“user”) and Growone Inc. (“ IFLYTalent ,” “ we ,” “ us ” and “ our ”). By accessing or using this website, or any other websites with an authorized link to this Agreement (the “ Website ”) in any way, including using the services and resources available or enabled via the Website and Application (each a “ Service ” and collectively, the “ Services ”) by iFLYTalent or users of the Website, clicking on the “Sign up”, “Create Account” or “I accept” button, completing the registration process for an account (as defined below), downloading iFLYTalent’ mobile application (“ Application ”), and/or browsing the Website or Application, you represent that (1) you have read, understand, and agree to be bound by this Agreement, (2) you are at least thirteen (13) years of age, and if you are between 13 and 18, you are using the Service under the supervision of a parent or guardian who is agreeing to be bound by the Agreement, (3) if you are a parent or guardian of a user who is between 13 and 18, you agree to the terms and conditions of this Agreement and shall be responsible for the minor user’s acts or omissions with respect to the Service; and (4) you are not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction. The term “ you ” refers to the individual identified as the user when you registered on the website or application, whether a fan or a creator. If you do not agree to be bound by the Agreement, you may not access or use this Website, the Application, or the Services.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
Please note that the terms are subject to change by iFLYTalent in its sole discretion at any time. When changes are made, iFLYTalent will make a new copy of the Agreement available at the Website and within the Application, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website and within the Application. We will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for new Users of the Website, the Application, and/or Services and will be effective thirty (30) days after posting of notice of such changes on the Website and within the Application for existing Users, provided that any material changes shall be effective for Users who have an Account with us upon the earlier of thirty (30) days after posting of notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice of such changes to Registered Users. iFLYTalent may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, the Application, and/or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website, the Application, and/or the Services. Otherwise, your continued use of the Website, the Application, and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT AGREEMENT.
iFLYTalent provides fans with different opportunities to connect with their favorite online Creators, including giving a donation, making requests, purchasing products, shopping and making appointments with such Creators. iFLYTalent provides Creators with the necessary tools to run their businesses, all in one place.
1. How Our Services Work.
a. iFLYTalent Pages. iFLYTalent provides a Link in Bio app that allows certain creators, including individuals creating any type of content, whether online or offline (“ Creators ”) to create and customize a iFLYTalent page that helps Creators connect with their fans, including other Creators (“ Fans ”) through the Website or Application, in a number of different ways.
b. iFLYTalent Creator Suite. b.iFLYTalent provides a suite of apps, including iFLYTalent’ Link in Bio and Store apps described above, as well as the following other apps, to help Creators more seamlessly run their businesses and reach audiences and brands:
i. Media Kit. The Media Kit app allows you to carefully craft your online portfolio that shows your following, engagement, demographics and past work and communicates to brands why you will be a great partner.
The Website and Services are the property of iFLYTalent. iFLYTalent may update the Services from time to time. You may only access the Website, Application and/or Services to seek and post opportunities and for no other purpose.
1. Use of the Services and iFLYTalent Properties. The Website, the Application, the Services, and the information and content available on the Website, the Application, and the Services (as these terms are defined below) (collectively, the “ iFLYTalent Properties ”) are protected by copyright laws throughout the world. Subject to the Agreement, iFLYTalent grants you a limited license to reproduce portions of the iFLYTalent Properties for the sole purpose of using the Services for your personal and/or professional purposes. Unless otherwise specified by iFLYTalent in a separate license, your right to use any iFLYTalent Properties is subject to the Agreement.
a. Application License. Subject to your compliance with the Agreement, iFLYTalent grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.
b. Updates. You understand that the iFLYTalent Properties are evolving. You acknowledge and agree that iFLYTalent may update the iFLYTalent Properties with or without notifying you. You may need to update third-party software from time to time in order to receive the Services or use the iFLYTalent Properties.
c. Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the iFLYTalent Properties or any portion of the iFLYTalent Properties, including the Website and Application, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other iFLYTalent Properties (including images, text, page layout or form) of iFLYTalent; (c) you shall not use any metatags or other “hidden text” using iFLYTalent’ name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the iFLYTalent Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website or Application (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website or Application for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the iFLYTalent Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the iFLYTalent Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the iFLYTalent Properties. Any future release, update or other addition to the iFLYTalent Properties shall be subject to the Agreement. iFLYTalent, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the iFLYTalent Properties terminates the licenses granted by iFLYTalent pursuant to the Agreement.
d. Third-Party Materials. As a part of the iFLYTalent Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for iFLYTalent to monitor such materials and that you access these materials at your own risk.
To access certain features of the Services, you may need to register an account or connect through a social networking account. You agree to provide true and accurate information when you register an Account on the Services.
1. Registration.
a. Registering Your Account. In order to access certain features of the iFLYTalent Properties you may be required to become a Registered User. For purposes of the Agreement, a “ Registered User ” is a User who has registered a user account on the Website or Application (each, an “ Account ”) or has a valid account on the social networking service, such as Google, Facebook, Apple and/or Magic Link (“ SNS ”) through which the User has connected to the Website or Application (each such account, a “ Third-Party Account ”).
a. Access Through a SNS. b. If you access the iFLYTalent Properties through a SNS as part of the functionality of the Website, the Application and/or the Services, you may link your Account with Third-Party Accounts, by allowing iFLYTalent to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to iFLYTalent and/or grant iFLYTalent access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating iFLYTalent to pay any fees or making iFLYTalent subject to any usage limitations imposed by such third-party service providers. By granting iFLYTalent access to any Third-Party Accounts, you understand that iFLYTalent may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through iFLYTalent Properties (collectively, “ Content ”) that you have provided to and stored in your Third-Party Account (“ SNS Content ”) so that it is available on and through iFLYTalent Properties via your Account. Unless otherwise specified in the Agreement, all SNS Content shall be considered to be Your Content (as defined in Section 7.1) for all purposes of the Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on iFLYTalent Properties. Please note that if a Third-Party Account or associated service becomes unavailable or iFLYTalent’ access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through iFLYTalent Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “ Settings ” section of the Website or Application. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND iFLYTalent DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. iFLYTalent makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and iFLYTalent is not responsible for any SNS Content.
c. Registration Data. In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under your Account (and if you are a parent or guardian supervising a minor user, you are responsible for all activities that occur under such minor user’s Account). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use the iFLYTalent Properties if you have been previously banned from the iFLYTalent Properties.
d. Necessary Equipment and Software. d.You must provide all equipment and software necessary to connect to the iFLYTalent Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the iFLYTalent Properties.
As a Creator, you agree that: you are the owner of your Content; your Content and/or your provision of the Services hereunder does not violate the rights of another third party; you comply with all relevant laws, rules and regulations; and you are an independent contractor of iFLYTalent and not an employee.
1. Creator-Specific Terms. 1.When using the Services as a Creator, you represent and warrant that:
a. You own all rights in and to Your Content (as applicable) and that you have the right to grant the rights described in this Agreement;
b. You have paid and will pay in full any fees, royalties or other payments that are due or may become due in connection with the use of Your Content by the Fan or any third party;
c. Your agreement to this Agreement and the provision of any services hereunder does not violate any agreement that you may have with any third party;
d. Your Content does not infringe, misappropriate or otherwise use without authorization the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party, or violate any law, regulation or court order;
e. Your Content does not contain any third-party intellectual property or other materials unless you have the permission from the rights holder;
f. You covenant that any and all of Your Content, including but not limited to Content developed in connection with Requests and/or other digital and/or social media postings, communications or statements effected by or on behalf of Creator hereunder, will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising – https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf) , as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you have received consideration in exchange therefor;
g. You will comply with all rules, regulations and requirements of any union or guild having jurisdiction over Creator, including by making any payments (including health and pension payments) required by any union or guild in respect of such individuals;
h. You agree that this Agreement creates an independent contractor relationship and it is your and iFLYTalent’ express intent that the relationship be interpreted and held to be that of an independent contractor for all purposes. You agree that you are not a joint venturer, franchisee, partner, agent or employee of iFLYTalent, and you will not represent yourself as such.
You are solely responsible for any agreement you enter into with a fan and/or an creator, and iFLYTalent is not a party to any such agreement.
1. Relationship of the Parties. Any agreements created between a Fan and a Creator are not binding on us. We are not liable for, or obligated to enforce, any agreements between a Fan and a Creator, including any Request, Product and/or Appointment to be provided by a Creator. You will not consider iFLYTalent, nor will iFLYTalent be construed as, a party to such transactions, whether or not iFLYTalent receives some form of remuneration in connection with the transaction, and iFLYTalent will not be liable for any costs or damages arising out of or related to such transaction. No contractual obligations are created with us with respect to such transactions or agreements, and in the event that you have a dispute with one or more Users, you release iFLYTalent (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
We are not responsible for any Content posted on the Website, Application or through the Services. Each User is responsible for the Content such user submits.
1. Content.
a. Types of Content. You may share or upload Content through the iFLYTalent Properties , including by way of your prompts, comments, questions and other input to the iFLYTalent Properties (collectively, “ Input ”). You, and not iFLYTalent, are entirely responsible for all Input you upload, share, post, email, transmit, query or otherwise make available through or to the iFLYTalent Properties, including the SNS Content. When you make available any Input on or to the iFLYTalent Properties, you represent that you own and/or have sufficient rights to use such Input in connection with the iFLYTalent Properties, including to grant the license set forth in Section 7.3 (License to Your Content). In response to any prompts, comments, questions, and other Input that you provide to the iFLYTalent Properties, the iFLYTalent Properties, together with AI Services may generate new Content (“ Output ”). You acknowledge that the Outputs are based on your Inputs, and that iFLYTalent has no control over any such Inputs. Accordingly, all Outputs are provided “ as is ” and with “ all faults ”, and iFLYTalent makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through the iFLYTalent Properties, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party.
b. Ownership of Your Content. FLYTalent does not claim ownership of any Input or Outputs (collectively, “Your Content”). Subject to Section 7.3 (License to Your Content), as between the iFLYTalent and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of the Service, you acknowledge that: (a) Output may not be unique across users and the iFLYTalent Properties may generate the same or similar output for another user under similar terms; and (b) iFLYTalent does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law.
c. License to Your Content. Subject to any applicable account settings that you select, you grant iFLYTalent a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part), in any medium or manner, now known or hereafter devised, for the purposes of operating and providing the iFLYTalent Properties to you and to our other users. Without limiting the foregoing, you acknowledge that Your Content may be used by iFLYTalent, or third-party providers of the AI Services, to train, develop, enhance, evolve and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes. You acknowledge and agree that iFLYTalent may use and share Your Content and any information resulting from your use of the Services as set forth in iFLYTalent’ Privacy Policy, which may be updated from time to time, and for iFLYTalent’ legitimate business purposes.
d. AI Services. The iFLYTalent Properties may utilize certain publicly available artificial intelligence and deep learning platforms, algorithms, tools and models (“ AI Services ”) to generate Output. You acknowledge and agree that iFLYTalent may share your Inputs with the AI Services for this purpose and such AI Services may not be required to maintain the confidentiality of any of Your Content. Further, You understand that additional license requirements may apply to certain AI Services, including that such AI Services may retain certain rights to use or disclose Your Content, including to further train their algorithmic models. You must review and comply with such requirements for the AI Services used. You assume all risks associated with your use of such AI Services. iFLYTalent will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend or terminate any AI Services.
e. Content Restrictions. Your use of the iFLYTalent Properties must comply at all times with iFLYTalent’ Standards and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the iFLYTalent Properties, that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane; (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; or (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without iFLYTalent’ prior written consent. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by iFLYTalent in its sole discretion. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person’s permission.
f. Storage. Unless expressly agreed to by iFLYTalent in writing elsewhere, iFLYTalent has no obligation to store any of Your Content. iFLYTalent has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the iFLYTalent Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that iFLYTalent retains the right to create reasonable limits on iFLYTalent’ use, processing and/or storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by iFLYTalent in its sole discretion.
We own our Content. You own your Content. If you provide us with any comments or feedback about the Website and Services, we have the right to use that feedback without any payment or other obligation to you.
1. Ownership.
a. iFLYTalent Properties. Except with respect to Your Content and User Content, you agree that iFLYTalent and its suppliers own all rights, title and interest in the iFLYTalent Properties, and all improvements, enhancements and updates made thereto. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Application, the Services, or the iFLYTalent Properties.
b. Trademarks. “iFLYTalent” and other related graphics, logos, service marks and trade names used on or in connection with the iFLYTalent Properties are the trademarks of iFLYTalent and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the iFLYTalent Properties are the property of their respective owners.
c. Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments, or any other area on the iFLYTalent Properties, you hereby expressly permit iFLYTalent to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
d. Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to iFLYTalent through its suggestion, feedback, wiki, forum or similar pages (“ Feedback ”) is at your own risk and that iFLYTalent has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to iFLYTalent a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the iFLYTalent Properties.
As a User of the Website or Application, you are subject to certain restrictions. Please review them closely prior to using or accessing the iFLYTalent
1. User Conduct
a. General. While using or accessing the iFLYTalent Properties you agree that you will not, under any circumstances:
i. Breach or circumvent any laws, third party rights or our systems, policies, or determinations of your Account status;
ii. Interfere with or damage iFLYTalent Properties, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology;
iii. Fail to honor any transaction agreed to by you, unless the Creator fails to comply with the terms of such transaction;
iv. Post false, inaccurate, misleading, defamatory or libelous content;
v. Take any action that may undermine our feedback or ratings systems;
vi. Bypass our robot exclusion headers, interfere with the working of the iFLYTalent Properties, or impose an unreasonable or disproportionately large load on our infrastructure;
vii. Upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
viii. Use the iFLYTalent Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
ix. Make Available any Content that (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; (v) promotes illegal or harmful activities; or (vi) infringes a third party’s intellectual property or privacy or other proprietary right.
b. Acceptable Use. In connection with your access to and use of the Services, you will not, and will ensure that Your Content does not:
i. violate any law, regulation, or court order;
ii. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party;
iii. submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity) (collectively, the “ Objectionable Content ”), including but not limited to:
1. defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups, particularly if the app is likely to humiliate, intimidate, or harm a targeted individual or group;
2. realistic portrayals of people or animals being killed, maimed, tortured, or abused, or content that encourages violence;
3. depictions that encourage illegal or reckless use of weapons and dangerous objects, or facilitate the purchase of firearms or ammunition;
4. overtly sexual or pornographic material, defined by Webster’s Dictionary as “explicit descriptions or displays of sexual organs or activities intended to stimulate erotic rather than aesthetic or emotional feelings”;
5. inflammatory religious commentary or inaccurate or misleading quotations of religious texts;
6. false information and features, including inaccurate device data or trick/joke functionality, such as fake location trackers.
iv. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
v. stalk, harass, threaten, or harm any third party;
vi. impersonate any third party;
vii. vii.participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
viii. advocate, encourage, or assist any third party in doing any of the foregoing.
If you do not act appropriately, we may suspend or discontinue your access to the Services. If your access to the Services is suspended or discontinued, you may not create another Account on the Website or Application.
1. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. iFLYTalent may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the iFLYTalent Properties and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.
a. Without limiting the foregoing, iFLYTalent reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the iFLYTalent Properties or the public, or could create liability for iFLYTalent; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the iFLYTalent Properties or if iFLYTalent otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the iFLYTalent Properties for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, iFLYTalent, may, at its sole discretion immediately terminate your license to use the iFLYTalent Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
b. If iFLYTalent believes that criminal activity has occurred, iFLYTalent reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the iFLYTalent Properties, including Your Content, in iFLYTalent’ possession in connection with your use of the iFLYTalent Properties, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of iFLYTalent, its users or the public, and all enforcement or other government officials, as iFLYTalent in its sole discretion believes to be necessary or appropriate.
You are responsible for all interactions with other Users on the Website or Services.
1. Interactions with Other Users.
a. User Responsibility. You are solely responsible for your interactions with other Users of the iFLYTalent Properties and any other parties with whom you interact through the iFLYTalent Properties; provided, however, that iFLYTalent reserves the right, but has no obligation, to intercede in such disputes.
b. Content Provided by Other Users. The iFLYTalent Properties may contain User Content provided by other Users. iFLYTalent is not responsible for and does not control User Content. iFLYTalent has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
We may link to certain websites not owned by us, which are not subject to this Agreement. You access those sites at your own risk. If you download the App from an app store, you must agree to the applicable terms specified in this section.
1. Third-Party Services.
a. Third-Party Websites, Applications & Ads. The iFLYTalent Properties may use AI Services, and/or contain links of third-party websites (“ Third-Party Websites ”), applications (“ Third-Party Applications ”) and advertisements for third parties (“ Third-Party Ads ”) (collectively, “ Third-Party Services ”). Such Third-Party Services are not under the control of iFLYTalent. iFLYTalent is not responsible for any Third-Party Services. When you use a Third-Party Service, we will not warn you that you have left the iFLYTalent Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. iFLYTalent does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or their products or services. You use Third-Party Services at your own risk. When you leave the iFLYTalent Properties, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
i. Sharing Your Content and Information Through Third-Party Services. iFLYTalent may provide tools through the iFLYTalent Properties that enable you to export information, including Your Content, to Third-Party Services, including through features that allow you to link your Account with an SNS account, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that iFLYTalent may transfer that information to the applicable Third-Party Service. iFLYTalent is not responsible for any Third-Party Service’s use of your exported information.
b. Additional Terms for Google Applications. The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:
i. You acknowledge and agree that (i) the Agreement is concluded between you and iFLYTalent only, and not Google, Inc. (“ Google ”), and (ii) iFLYTalent, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Terms of Service.
ii. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.
iii. iFLYTalent, and not Google, is solely responsible for its Google Play Sourced Application;
iv. Google has no obligation or liability to you with respect to iFLYTalent’ Google Play Sourced Application or this Agreement;
v. You acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to iFLYTalent’ Google Play Sourced Application.
You will be responsible for claims and liability that relate to your use of the Services.
1. Indemnification. You agree to indemnify and hold iFLYTalent, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively the “ iFLYTalent Parties ”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content, including any use of Output by you; (b) your use of, or inability to use, the iFLYTalent Properties; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any User; or (e) your violation of any applicable laws, rules or regulations. iFLYTalent reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with iFLYTalent in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Agreement, or your access to the iFLYTalent Properties.
You use the Website and Services at your own risk. We do not make any warranties or guarantees.
1. Disclaimer of Warranties.
a. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE iFLYTalent PROPERTIES IS AT YOUR SOLE RISK, AND THE iFLYTalent PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. iFLYTalent PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE iFLYTalent PROPERTIES OR YOUR CONTENT.
i. iFLYTalent PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE iFLYTalent PROPERTIES OR ANY OUTPUT WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE iFLYTalent PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE OUTPUT OR RESULTS THAT MAY BE OBTAINED FROM USE OF THE iFLYTalent PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN THE iFLYTalent PROPERTIES WILL BE CORRECTED.
ii. ii.ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE iFLYTalent PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE iFLYTalent PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
iii. THE iFLYTalent PROPERTIES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. iFLYTalent MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE iFLYTalent PROPERTIES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE iFLYTalent PROPERTIES.
iv. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM iFLYTalent OR THROUGH THE iFLYTalent PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
v. FROM TIME TO TIME, iFLYTalent MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT iFLYTalent’ SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
b. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT iFLYTalent PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD iFLYTalent PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, INCLUDING ANY THIRD-PARTY PROVIDERS OF AI SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
c. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE iFLYTalent PROPERTIES. YOU UNDERSTAND THAT iFLYTalent DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE iFLYTalent PROPERTIES. iFLYTalent MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE iFLYTalent PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE iFLYTalent PROPERTIES.
i. iFLYTalent MAKES NO WARRANTY THAT ANY REQUESTS, PRODUCTS AND/OR APPOINTMENTS PROVIDED BY CREATOR WILL MEET YOUR REQUIREMENTS OR THAT SUCH SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. iFLYTalent MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE iFLYTalent PROPERTIES.
ii. WHILE WE MAY HELP FACILITATE THE RESOLUTION OF DISPUTES AMONG USERS THROUGH VARIOUS PROGRAMS, WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF TRANSACTIONS, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF END USERS TO INITIATE TRANSACTIONS, THE ABILITY OF CREATORS TO ACCEPT TRANSACTIONS, OR THAT A CREATOR WILL ACTUALLY HONOR A DEAL.
d. d.No Medical Advice.
i. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION OR CONTENT AVAILABLE ON THE iFLYTalent PROPERTIES. THE USE OF INFORMATION AND CONTENT PROVIDED THROUGH THE iFLYTalent PROPERTIES IS SOLELY AT YOUR OWN RISK.
ii. NOTHING STATED OR POSTED ON THE iFLYTalent PROPERTIES OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE.
e. No Professional Advice. THE CONTENT AND INFORMATION LOCATED ON THE iFLYTalent PROPERTIES ARE DESIGNED FOR EDUCATIONAL, INFORMATIONAL, AND ENTERTAINMENT PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE IN OR VIA THE iFLYTalent PROPERTIES AS A SUBSTITUTE FOR PROFESSIONAL ADVICE, INCLUDING ANY LEGAL OR MEDICAL ADVICE. YOU MUST NOT RELY ON ANY OF THE CONTENT AND INFORMATION FOR ANY PURPOSES WHATSOEVER, AND YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
f. Forward-Looking Statements. CERTAIN CONTENT CONTAINED HEREIN MAY BE BASED UPON FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN, AND FACTORS AFFECTING THE MARKETS IN GENERAL OR INDUSTRIES OR ISSUERS IN PARTICULAR MAY CAUSE EVENTS OR RESULTS TO VARY FROM THOSE DESCRIBED HEREIN. ACCORDINGLY, YOU SHOULD NOT UNDULY RELY ON OR DRAW CONCLUSIONS FROM FORWARD LOOKING STATEMENTS.
g. Cryptocurrency. iFLYTalent WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY DAMAGES ARISING FROM ANY DECISIONS OR ACTIONS MADE BY YOU BASED ON THE CONTENT PROVIDED BY CREATORS ON THE iFLYTalent PROPERTIES OR INFORMATION ON EXCHANGE OR THROUGH USE OF CRYPTOCURRENCY.
We will not be liable to you for amounts greater than the amounts you pay to us during any six (6)-month period.
1. Limitation of Liability.
a. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL iFLYTalent PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE iFLYTalent PROPERTIES FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT iFLYTalent HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE iFLYTalent PROPERTIES OR THIRD PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE iFLYTalent PROPERTIES; (2) ANY DEALS OFFERED THROUGH THE SERVICES; (3) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE iFLYTalent PROPERTIES; (4) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (5) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON iFLYTalent PROPERTIES; OR (6) ANY OTHER MATTER RELATED TO THE iFLYTalent PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
b. Cap on Liability. UNDER NO CIRCUMSTANCES WILL iFLYTalent PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY iFLYTalent AS A RESULT OF YOUR USE OF THE iFLYTalent PROPERTIES IN THE ONE (1) MONTH PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID iFLYTalent ANY AMOUNTS IN THE SIX (6) MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, iFLYTalent’ SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
c. Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
d. User Content. iFLYTalent PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
e. Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN iFLYTalent AND YOU.
We may terminate this Agreement or the Services at any time and for any reason. You may terminate the Services at any time by closing your Account.
1. Termination.
a. Termination or Suspension of Services by iFLYTalent. iFLYTalent may terminate or suspend your right to use the iFLYTalent Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, iFLYTalent may terminate or suspend your right to use the iFLYTalent Properties if you breach any provision of the Agreement or any policy of iFLYTalent posted through the iFLYTalent Properties from time to time; if iFLYTalent otherwise finds that you have engaged in inappropriate and/or offensive behavior; if iFLYTalent believes you are creating problems or possible legal liabilities; if iFLYTalent believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if iFLYTalent believes you are infringing the rights of third parties; if iFLYTalent believes you are acting inconsistently with the spirit of this Agreement; or if despite our reasonable endeavors, iFLYTalent is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, iFLYTalent reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, this Agreement will remain enforceable against you.
b. Termination of Services by You. If you want to terminate the Services provided by iFLYTalent, you may do so by closing your Account for all of the Services that you use.
c. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. Please note that we may be required to keep such information and not delete it (or to keep this information for a certain time, in which case we will comply with your deletion request only after we have fulfilled such requirements). When we delete any information, it will be deleted from the active database, but may remain in our archives. We may also retain your information for fraud or similar purposes. iFLYTalent will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
1. International Users. This Website and the Application can be accessed from countries around the world and may contain references to iFLYTalent Properties and Content that are not available in your country. These references do not imply that iFLYTalent intends to announce such iFLYTalent Properties or Content in your country. The iFLYTalent Properties are controlled and offered by iFLYTalent from its facilities in the United States of America. iFLYTalent makes no representations that the iFLYTalent Properties are appropriate or available for use in other locations. Those who access or use the iFLYTalent Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
We will use arbitration to resolve any claims between us, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to the use of the Website and Services.
You consent to receiving electronic communications from us. You release us from any losses related to your use of the Services. You agree you will not assign this Agreement to a third party without our consent. We are not liable for events that are not within our control, like natural disasters. This Agreement alone controls our relationship.
1. General Provisions.
a. Electronic Communications. a.The communications between you and iFLYTalent use electronic means, whether you visit the iFLYTalent Properties or send iFLYTalent e-mails, or whether iFLYTalent posts notices on the iFLYTalent Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from iFLYTalent in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that iFLYTalent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
b. Release. You hereby release iFLYTalent Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the iFLYTalent Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites or services of any kind arising in connection with or as a result of the Agreement or your use of the iFLYTalent Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
c. Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without iFLYTalent’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
d. Force Majeure. iFLYTalent shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
e. Governing Law. The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
f. Notice. Where iFLYTalent requires that you provide an e-mail address, you are responsible for providing iFLYTalent with your most current e-mail address. In the event that the last e-mail address you provided to iFLYTalent is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, iFLYTalent’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
g. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
h. Severability. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
i. Export Control. You may not use, export, import, or transfer the iFLYTalent Properties except as authorized by Singapore law, the laws of the jurisdiction in which you obtained the iFLYTalent Properties, and any other applicable laws. In particular, but without limitation, the iFLYTalent Properties may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the Singapore Treasury Department’s list of Specially Designated Nationals or the Singapore Department of Commerce’s Denied Person’s List or Entity List. By using the iFLYTalent Properties, you represent and warrant that (i) you are not located in a country that is subject to a Singapore Government embargo, or that has been designated by the Singapore Government as a “terrorist supporting” country and (ii) you are not listed on any Singapore Government list of prohibited or restricted parties. You also will not use the iFLYTalent Properties for any purpose prohibited by Singapore law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by iFLYTalent are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior Singapore government authorization, export, re-export, or transfer iFLYTalent products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
j. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Without limiting the foregoing, iFLYTalent reserves the right, in its sole discretion, to retroactively revoke or void any Incentive that it deems, in its sole discretion, to be procured (a) in violation of this Agreement, including without limitation, not in accordance with the Reward Criteria; or (b) in association with content that iFLYTalent deems offensive or inappropriate in its sole discretion. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and content that incites or endorses hate or violence, is demeaning, disparages or damages the goodwill, reputation, or brand image of iFLYTalent, or incites or endorses discrimination in any form.