Recleau Influencer Terms of Service

 

Last Updated: August 5, 2018

TERMS OF SERVICE - RECLEAU INFLUENCER

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These Recleau Influencer Terms (“Agreement”) govern your application and enrollment in the Recleau Influencer Program (defined below) and your use of the Recleau Influencer Tools (defined below). MOCA Software Inc. dba Recleau (“Recleau,” “we,” “us,” “our”) administers an influencer network program (“Recleau Influencer Program”) that enables you to earn compensation on content created by you (“Influencer Content”) on websites, blogs, and social media accounts that are owned and operated by you (“Influencer Properties”). By applying for enrollment in the Recleau Influencer Program, you agree to be bound by this Agreement.  If you do not agree to the terms of the Agreement, do not apply for enrollment into the Recleau Influencer Program.  If you do not comply with the terms of this Agreement, we may terminate this Agreement and disclaim any obligation to compensate you in any manner for any of your activities that might otherwise have resulted in you receiving compensation had you complied with this Agreement.

1. Eligibility.
Upon your application to the Recleau Influencer Program, Recleau may evaluate your Influencer Properties and your Influencer Content and request that you provide supplementary documentation and information to support your application. Acceptance and enrollment into the Recleau Influencer Program is at the sole discretion of Recleau, and Recleau may reject or deny your application for any reason or no reason at all. Limit one account per individual. Accounts are personal and you may not apply for an account on behalf of another individual. You shall keep your Recleau Influencer account username and password confidential. You are solely responsible for maintaining the security of, and for all activities that occur under, your Recleau Influencer account. You shall notify Recleau immediately if, or if you suspect that, the security of your account has been breached.

2. Modification.
Recleau reserves the right to modify these Recleau Influencer Terms at any time by posting a notice on www.recleau.com or by sending you a notice via email. Unless otherwise set forth in the notice, any such modifications shall be effective immediately. Your continued use of the Recleau Influencer Tools shall constitute your acceptance of the Recleau Influencer Terms, as modified as of the date the notice was posted, unless another effective date is set forth in the notice. Recleau may, at any time, discontinue, suspend, modify, substitute, upgrade, replace, or terminate the Recleau Influencer Program, in whole and in part, with or without notice to you.

3. Recleau Influencer Tools.
If accepted into the Recleau Influencer Program, you may have access to certain websites, tools, applications, widgets, software, API’s, Authorized Links (defined below), and associated content, software, and documentation that enable you to promote and monetize your Influencer Content (“Recleau Influencer Tools”). Subject to acceptance into the Recleau Influencer Program and your compliance with the Agreement and any other applicable Recleau policies, Recleau hereby grants you a personal, non-exclusive, non-transferrable, revocable, limited license to use the Recleau Influencer Tools with the Influencer Content on your Influencer Properties for the Term of this Agreement. You shall not use the Recleau Influencer Tools for any other purpose. You shall comply with all usage guidelines, technical requirements, and other policies relating to the Recleau Influencer Tools that Recleau may provide or post from time to time.

4. Use Restrictions.
You shall not, and shall not permit others to: (a) copy, distribute, assign, rent, sell, sublicense, or create derivative works from the Recleau Influencer Tools; (b) damage, interfere with or unreasonably overload the Recleau Influencer Tools; (c) introduce any code intended to disrupt the Recleau Influencer Program; (d) alter or delete any information, data, text, links, images, software, chat, communications and other content made available through the Recleau Influencer Tools; (e) access the Recleau Influencer Tools by expert system, electronic agent, “bot,” spider, or other automatic means, or manual process; (f) monitor or copy the Recleau web pages or the content contained therein, including, without limitations the use of screenshots; (g) modify, reverse engineer, reverse assemble, decompile, or otherwise derive the source code of any Recleau Influencer Tools; (h) provide any unauthorized third party with access to the Recleau Influencer Tools; (i) interfere with the operation of the Recleau Influencer Program; (j) systematically retrieve data from the Recleau Influencer Tools to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of Recleau; (k) engage in any “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Recleau Influencer Tools or any Recleau website, in any manner or in any quantities not authorized by Recleau; (l) take any action that imposes an unreasonable or disproportionately large load on Recleau Influencer Tools or the Recleau infrastructure; (m) remove, obscure, or alter Recleau’s or any third party's copyright notice, proprietary rights notices, or other notices affixed to or contained within the Recleau Influencer Tools; (n) edit, modify, obscure, minimize or change the information contained in the Recleau Influencer Tools, including, without limitation, any product information, image, widget or default templates provided by Recleau; (o) use the Recleau Influencer on any coupon deal websites and/or coupon aggregator websites; and (p) “crawl,” “spider,” index, store or cache information obtained from any part of the Recleau Influencer Tools.

5. Authorized Links.
The Recleau Influencer Tools may include links (“Authorized Links”) to our sites. Subject to your acceptance into the Recleau Influencer Program, you may use Authorized Links with your Influencer Content on your Influencer Properties. You shall not use the Authorized Links on any properties or with any content that are not your own. You shall not frame, minimize, remove, inhibit, or redirect a user from, the full and complete display of any webpage accessed by an end user after clicking on an Authorized Link. If Recleau requests that you remove an Authorized Link from your Influencer Properties, you must comply with such request within twenty-four (24) hours. Failure to comply with such request may result in suspension or termination of your Recleau Influencer account and/or forfeiture of payments, as determined by Recleau in its sole discretion.

6. Marketing Opportunities.
Recleau may, in its sole discretion, provide you with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Marketing Opportunities”). Enrollment in any such Marketing Opportunities is voluntary. All benefits and responsibilities relating to Marketing Opportunities shall be governed by the terms and conditions of such Marketing Opportunities, and if you elect to enroll in such Marketing Opportunities, you agree to be bound by all such terms and conditions. If you enroll in Marketing Opportunities, you hereby agree and acknowledge that a breach of your obligations under such Marketing Opportunities will constitute a breach of this Agreement. Recleau reserves the right to change, suspend, or discontinue any aspect of any Marketing Opportunity at any time, including the availability of any Marketing Opportunity, and reserves the right to make Marketing Opportunities available only to select influencers, and to remove you from any Marketing Opportunity at any time, in Recleau’s sole discretion.

7. Fees.
You may be eligible to earn compensation (“Fees”) from certain actions (“Actions”) that result from a user clicking on the Authorized Links on your Influencer Properties and makes a purchase (or other measurable activities) as determined by Recleau, in its sole discretion. The specific Actions on which your Fee is based shall be set forth on your Recleau Influencer Account. Action rates are subject to change without notice at any time. Fees will be determined solely by Recleau, in its sole discretion, and Recleau’s determination is final and binding on you even if you disagree with Recleau’s determination of the amount you are owed. Recleau reserves the right to withhold, offset, or charge back your account due to returns, refunds, reversals, fraud or a default on payment by the Brand Partner. Fees for Actions based on purchases are not earned and do not become payable until (a) a purchase can no longer be returned (based on the Recleau’s or Brand Partner’s return policy), and (b) when Recleau has received payment on the sale (“Closed”). Recleau shall not liable for payment on any Actions that are not Closed. Fees do not become payable until Recleau has reviewed your Account and approved your Account for payment. Recleau reserves the right to deny approval of Accounts for any reason, including, but not limited to, your violation of this Agreement.

8. Payment Ineligibility.
Recleau shall not be liable for any payments on transactions that have not Closed or on Accounts that have not been approved for payment. Recleau also reserves the right to deny payment for: (a) Actions resulting from any bot, automated program or similar device, as determined by the Recleau, in its sole discretion; (b) Actions generated through deceptive, fraudulent or other invalid means, as determined by Recleau, in its sole discretion, including, without limitation, any Actions originating from your IP addresses or computers under your control; (c) Actions solicited by payment of money, false representation, or request for end users to click on the Authorized Links; (d) clicks co-mingled with a significant number of invalid clicks described in (b) above; (e) your breach of this Agreement; (f) your violation of applicable national, federal, state, and/or local laws, statutes, rules, regulations and orders (collectively, “Applicable Laws"); and (g) if Recleau determines, in its sole discretion, that payment to you will violate Applicable Laws.

9. Payment.
Payments are made on a monthly basis, provided that your Account is approved for payment and the earned amounts in your Recleau Influencer account meets the Minimum Balance. The “Minimum Balance” is US$100, CA$100, £100 GBP, €100 EUROS, or AUD$100 (whichever currency is applicable to your account). Any payments will be made via PayPal. Recleau reserves the right to modify the payment method at any time in its sole discretion. Payment shall be calculated solely based on records maintained by Recleau at its sole discretion. You are responsible for providing Recleau with accurate information needed to facilitate payment to you. You are responsible for keeping your payment information updated in your Recleau Influencer account. Recleau hereby disclaims any liability for any payments related to erroneous contact or payment information provided by you. If you dispute any payment made, you must notify within thirty (30) days of any such payment by emailing a detailed description of your dispute to partnerships@recleau.com. You agree that failure to do so shall result in your waiver of any claim relating to such disputed payment. Moreover, you agree that by granting you permission to dispute the amount of any payment made to you, Recleau in no way waives its absolute right, as set forth above, to make a final, binding determination, in its sole discretion, of the amounts you are owed.

10. Taxes.
You are solely responsible for paying any and all applicable taxes or charges imposed by any government entity in connection with your earnings from the Recleau Influencer Program, including, without limitation, any income tax related to your earnings from the Recleau Influencer Program. Recleau is not obligated to, but may deduct applicable tax from any payments owed to you to the extent it is required by Applicable Laws.

11. Term; Termination.
This Agreement is effective upon the submission of your application to the Recleau Influencer Program, and shall continue until terminated in accordance with this Agreement (“Term”). You may terminate this Agreement with written notice to Recleau. Recleau may terminate this Agreement and your enrollment in the Recleau Influencer Program, in whole or in part, including your access to the Recleau Influencer Tools, at any time with or without notice, including without limitation, due to your inactivity or if Recleau believes, in its sole discretion, that you have violated the terms of this Agreement. Recleau reserves the right to terminate your account for inactivity. Inactivity is defined as any six (6) month period in which (a) no purchase Actions have Closed on your account or (b) your account accrues less than $50.00 USD in earnings. In the event of termination for inactivity, any outstanding account balances earned and payable as of the effective date of termination will be paid out within thirty (30) days of termination, less $5.00 USD administrative fee. Upon the effective date of termination, you will no longer be eligible to earn any additional Fees. Any Actions that have not Closed as of the effective date of termination are not payable. Section 4 (Use Restrictions), 8 (Payment Ineligibility), 9 (Payment), 11 (Term; Termination), 16 (Warranty), 17 (Disclaimer), 18 (Confidentiality), 19 (Ownership), 20 (Influencer License), 21 (Indemnification), 22 (Limitation on Liability), and 23 (Miscellaneous) shall survive termination of this Agreement.

12. Program Restrictions.
You shall not (a) use scripts or disguised redirects to derive financial benefit from Recleau; (b) distribute unsolicited advertising or mail messages, publish or distribute spam, unethical or unwanted commercial content, or engage in unlawful or objectionable acts (such as phishing, spoofing, transmitting computer worms, viruses, and other harmful code); (c) engage in any cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks, placing Authorized Links in banner ads, malware, or adware); (d) engage in keyword stuffing or similar activities in connection with the name, branded terms or trademarks (or any variations or misspellings thereof) of Recleau or any Brand Partner (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters); (e) bid or purchase the name, branded terms or trademarks (or any variations or misspellings thereof) of Recleau or any Brand Partner in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks, without prior express consent of the trademark owner; (f) engage in any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites); (g) include the name, branded terms or trademarks (or any variations or misspellings thereof) of Recleau or any Brand Partner in any display URL or any paid marketing, without the express consent of the trademark owner; (h) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Recleau or any Brand Partners without prior express written consent; (i) use any meta tags or any other "hidden text" utilizing the name or trademarks of Recleau without our express written consent; (j) use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section; (k) post any material that is defamatory, obscene or otherwise unlawful or violates any third party’s right of privacy or publicity; (l) infringe on any third party’s patent, copyright, service mark, trademark or other intellectual property right of any kind or misappropriate the trade secrets of any third party; (m) violate Applicable Laws or otherwise engage in any illegal, manipulative or misleading activity; (n) use Authorized Links in any downloadable software application without Recleau’s prior written approval; (o) link to, frame, or otherwise embed or display any Influencer Content that contains any pornographic, hate-related, violent, defamatory, fraudulent or illegal content; (p) use cookies, web beacons, or other means to collect personal information from third parties in connection with your account; and (q) appropriate the identity of another person, impersonate any person or entity, misrepresent your affiliation with any person or entity, or post personal or confidential information of any other person.

13. FTC Compliance.
You are solely for your Influencer Content and your Influencer Properties. You shall adhere to all applicable consumer protection and privacy-related laws and regulations, including, without limitation, Section 5 of the Federal Trade Commission Act, all endorsement requirements of the U.S. Federal Trade Commission (“FTC”) and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (collectively, “FTC Regulations”), or other legal equivalents applicable to your jurisdiction. You shall include full, fair, and effective disclosures of the material facts relating to your relationship with Recleau and any Brand Partner. Your disclosure statement should be clear and concise, and state that we are compensating you for your review or endorsement. If you receive a product for free from us or from a Brand Partner, it must be clearly stated in a disclosure so that the reader can see both the disclosure and the review or endorsement at the same time. When you use Authorized Links, you must include a clear and conspicuous disclosure providing that you may earn fees in connection with your use of such links. You must use appropriate hashtags on your social posts (e.g., #ad or #sponsored). You shall immediately modify any Influencer Content and/or include the proper disclosures to comply with FTC Regulations upon notice. Failure to comply with this provision or a request to comply with FTC Regulations may result in termination of your Recleau Influencer account. For more information on how to comply with the FTC requirements, please visit https://www.ftc.gov.

14. Data Regulations.
You shall take all necessary and proper measures to protect personal privacy on your Influencer Properties, including, without limitation, making all appropriate privacy and data collection and/or data usage disclosures in accordance with Applicable Laws. You will comply with the obligations under applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement. If you operate from the European Economic Area (“EEA”) or you market to or target individuals in the EEA or you collect or otherwise process any personal data (as defined by the Regulation (EU) 2016/679 (“GDPR”)) from users in the EEA, then you agree to comply with the GDPR and the Directive 95/94/EC (collectively, “Data Regulations”). You shall inform users in a prominent manner that you use tracking devices and cookies for advertising purposes, and obtain user consent to place tracking devices, such as cookies (including those enabled by Recleau, if any) on such users’ computers and devices. You will share such consent with Recleau in a manner that is mutually agreed upon and provide users the ability to withdraw such consent, in each case via the technology made available to you by Recleau or such other consent tool approved by Recleau. You will cooperate with Recleau as reasonably requested to enable the compliance with this Section.

15. Community Standards.
By enrolling in the Recleau Influencer Program, you are becoming a member of a community that depends on the goodwill and responsible behavior of each individual. You shall not transmit or communicate any images, content, or text constituting ethnic slurs, obscenities, sexually explicit material, inflammatory or derogatory comments, or anything else that may be construed as harassing or offensive, which is targeted at the Recleau Influencer Program, the Recleau Influencer Tools, Recleau, our employees, contractors or agents, our Brand Partners, or other influencers. This includes communications by means of social media or other Internet posts which violate our Community Standards or promote or encourage gaming or fraudulent behavior. If you violate this provision, as determined by Recleau in its sole discretion, we may terminate this Agreement and your enrollment in the Recleau Influencer Program.

16. Warranty.
You represent and warrant that: (a) you are at least 18 years of age; (b) all information provided by you to Recleau is correct, accurate, and current; (c) your Influencer Content shall be your original work, you are the exclusive owner of your Influencer Content, and your Influencer Content does not infringe, misappropriate or violate a third party's intellectual property rights or rights of publicity or privacy; (d) you shall comply with all Applicable Laws, including without limitation, all FTC Regulations and Data Regulations; (e) you have the right to grant all of the licenses set forth under this Agreement, without Recleau incurring any third party obligations or liability arising out of its exercise of the rights granted by you under this Agreement; (f) you hold any rights or consents necessary for Recleau to process the visitor information collected by Recleau from your Influencer Properties in accordance with this Agreement and to transfer such data outside of the EU; and (g) you will take appropriate technical and operational measures against accidental loss and damage to, and the unlawful processing of visitor information collected on your Influencer Properties.

17. DISCLAIMER.
RECLEAU MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. RECLEAU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, QUALITY, ACCURACY, AND FITNESS FOR ANY PARTICULAR PURPOSE. RECLEAU DOES NOT REPRESENT OR WARRANT THAT ACCESS TO OR USE OF THE RECLEAU INFLUENCER TOOLS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ENROLLMENT IN THE RECLEAU INFLUENCER PROGRAM WILL RESULT IN ANY MINIMUM FEES OR PAYMENTS UNLESS OTHERWISE AGREED IN WRITING. RECLEAU PROVIDES THE RECLEAU INFLUENCER TOOLS AND RECLEAU INFLUENCER PROGRAM "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. RECLEAU ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE RECLEAU INFLUENCER TOOLS OR ANY USER COMMUNICATIONS. IF YOU ARE DISSATISFIED WITH THE RECLEAU INFLUENCER TOOLS OR THE RECLEAU INFLUENCER PROGRAM, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE THIS AGREEMENT AND DISCONTINUE USE OF THE RECLEAU INFLUENCER TOOLS.

18. Confidentiality.
Confidential Information” means any oral, written, graphic or machine-readable information including, but not limited to, that which relates to rates, Fees, Actions, or other statistics relating to performance in the Recleau Influencer Tools, patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of Recleau or any Brand Partner, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information will not include information that: (a) is or becomes publicly known without breach of this Agreement; (b) is lawfully received from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (c) rightfully known prior to receiving such information from Recleau; or (d) developed independently of any information originating from Recleau. You agree that, during the Term of this Agreement and for three (3) years thereafter, you will not disclose to any third party or use any Confidential Information disclosed by Recleau except as expressly permitted in this Agreement. You will take all reasonable measures to maintain the confidentiality of the Confidential Information in your possession or control. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, provided that you use reasonable efforts to notify Recleau in advance of such disclosure so as to permit Recleau to request confidential treatment or a protective order prior to such disclosure. You may share Confidential Information on a “need-to-know” and confidential basis to your financial advisors, lawyers or other agents who are obligated to maintain the confidentiality of such information with confidentiality obligations at least as protective as those contained under this Agreement. Without prejudice to the rights and remedies otherwise available, you agree that money damages would not be a sufficient remedy for any breach of this Section by you or your respective representatives and, accordingly, Recleau shall be entitled to obtain equitable relief, including injunctive and specific performance, if you, or any of your representatives breaches or threatens to breach any of the provisions of this Section. Upon termination of this Agreement or Recleau’s written request, you shall return and/or destroy all Confidential Information under your possession or control, including all copies thereof, and certify such destruction to Recleau.

19. Ownership.
Intellectual Property Rights” mean any copyright, trademark, patent, trade secret, and other intellectual property rights. You shall maintain all right, title, and interest in and to your Influencer Content, including all Intellectual Property Rights therein. Recleau and/or its licensors shall maintain all right, title, and interest in and to the Recleau Influencer Tools, the Recleau Influencer Program, and all Recleau Branding, including all Intellectual Property Rights therein. “Recleau Branding” means all trademarks, service marks, logos, and other Recleau brand elements. The Recleau Influencer Tools may include widgets or scripts designed push certain content or services to Influencer Properties without the need for a manual update. Such tools may collect information from visitors of Influencer Properties, and such data shall be owned by Recleau. Any information or data collected by Recleau via the Recleau Influencer Tools shall be the owned by Recleau.

20. Influencer License.
You hereby grant to Recleau a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display the Influencer Content for any purpose, which include, but are not limited to, use in Recleau presentations, marketing materials, proposals, financial reports, search results pages, and referral pages, and syndication on sites or applications owned or operated by Brand Partners or other Recleau partners. You further grant Recleau a non-exclusive, perpetual, worldwide, royalty-free license to use your name, images, and likeness (“Persona”), trademarks, service marks, logos, and other brand elements for the purpose of promoting the Recleau Influencer Program. You further grant to Recleau a non-exclusive, worldwide, royalty-free license to use your Persona as incorporated in the Influencer Content and solely in connection with the licenses granted to such Influencer Content under this Agreement.

21. Indemnification.
You agree to indemnify, defend, and hold Recleau, its subsidiaries, and affiliates, and each of their respective directors, officers, employees, Brand Partners, and partners (collectively "Indemnified Parties") harmless from and against any and all claims, liability, settlements, loss, and expense (including, without limitation, attorneys’ fees and costs), brought against any Indemnified Party, arising out of or relating to (a) your use of the Recleau Influencer Tools, (b) your Influencer Properties or Influencer Content, (c) your breach of any provision of this Agreement, (d) your violation of Applicable Laws, including, without limitation, any FTC Regulations or Data Regulations; and (e) any claim that your Influencer Properties or Influencer Content infringes on an Intellectual Property Right, privacy right, or publicity right of any third party. You agree to cooperate with Recleau in the defense of any claim, and Recleau reserves the right, at our own expense, to assume the exclusive defense, control and settlement of any indemnifiable matter under this Agreement.

22. LIMITATION ON LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RECLEAU BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). RECLEAU’S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE RECLEAU INFLUENCER TOOLS UNDER THIS AGREEMENT.

23. Miscellaneous

a. Non-Disparagement.
You will not engage in any conduct that is disparaging or make any disparaging statements about Recleau or its Brand Partners or their respective employees or agents. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. You also agree that you will not take any action that could be deemed to interfere with Recleau’s relationship with any Brand Partner or other influencer. Without limiting any other rights or remedies available to Recleau, violation of this provision may result in termination of this Agreement and of payments, as determined by Recleau, in its sole discretion.

b. Non-Solicitation.
You covenant and agree that during the term of this Agreement and for one (1) year following any termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with Recleau. For purposes of this Agreement, a business that is in competition with Recleau includes any business that offers tools similar to the Recleau Influencer Tools. During the Term, and for two (2) years thereafter, you will not use any Recleau Confidential Information to compete with Recleau or to solicit influencers, retailers, vendors, developers, or agents, employees or affiliates of Recleau away from a business relationship with Recleau.

c. Governing Law; Arbitration.
The validity, construction, and interpretation of this Agreement, and the rights and duties of the parties hereto, will be governed by and construed in accordance with the laws of the State of California in the United States, excluding its conflicts of laws principles. However, as explained below, the agreement to arbitrate in the following paragraph is governed by United States federal law. You agree that any dispute, claim or controversy arising out of or in connection with the Recleau or this Agreement or relating in any way to the Recleau Influencer Program or the Recleau Influencer Tools shall be determined by binding arbitration. You further agree that the U.S. Federal Arbitration Act and federal arbitration law shall govern the interpretation and enforcement of this agreement to arbitrate. Arbitration uses a neutral arbitrator instead of a judge or jury, and is more informal than a lawsuit in state or federal court. Discovery in arbitration is more limited than is generally available in the courts and the arbitrator’s decision is also subject to very limited appellate review by the courts. You also agree to waive the right to a trial by jury or to participate in a class action. These waivers are mutual as between you and Recleau, and Recleau waives its right to a trial by jury or to participate in a class action against you. This means that neither you nor Recleau can seek to assert class or representative claims against each other either in court or in arbitration and no relief can be awarded on a class or representative basis. The arbitrator also may not consolidate or join another person’s claim with your claim or issue an order that would achieve the same result. You and Recleau further agree that if the provisions of this paragraph are found to be unenforceable, then the entire provision compelling arbitration shall be null and void. You also agree that all issues are for the arbitrator to decide. This includes all issues related to the scope, application, interpretation and enforceability of this Agreement and this arbitration provision. The arbitrator shall also decide whether any claim is subject to arbitration. The arbitration will be governed by the Commercial Arbitration Rules (the “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules are available online at www.adr.com. The arbitrator is bound by the terms of this Agreement. If your claim in arbitration is for less than $10,000, Recleau will reimburse you for filing and arbitrator fees at the conclusion of the proceeding unless your claim is found to be frivolous by the arbitrator. In lieu of arbitration, you may also elect to have your claims decided in small-claims court, so long as the small-claims court does not permit class, representative, or consolidated actions, or the award of relief in favor of any person or entity that is not a named party to the small-claims action.

d. Severability; No Waiver.
If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remaining provisions of this Agreement will continue in full force and effect. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

e. Assignment.
You may not assign or transfer this Agreement, in whole or in part, without Recleau’s express prior written consent. Any attempt to assign this Agreement, without such consent, will be void. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and assigns.

f. Notices.
All notices required or permitted under this Agreement to Recleau will be in writing, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after having been sent by email to partnerships@recleau.com. All physical notices will be sent to ATTN: Recleau Legal, MOCA Software Inc., 50 East 8th Street, Suite 3X, New York, NY 10003 or partnerships@recleau.com.