TERMS AND CONDITIONS FOR INFLUENCERS

The following Terms and Conditions for Influencers (hereinafter, the "T&C") are the rules under which are governed all (hereinafter, the “Services”) provided to any users of the website as an Influencer (hereinafter “You” or the “Influencer”) by Zorka Mobi Ltd., a company incorporated in Limassol, Cyprus with its registered office at: Arch. Makariou III, 155, PROTEAS HOUSE, 2nd floor, Flat/Office 202, 3026, Limassol, Cyprus (hereinafter, "Zorka Mobi" or “We”), through the website https://yt.zorka.mobi (hereinafter, the "Program").

If You need to contact us in relation to the "T&C" please email us to: yt-support@zorka.mobi.

THESE T&C AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE T&C, DO NOT ACCESS OR USE THE PROGRAM.

SECTION 1. DEFINITIONS AND TERMS

These defined terms will have the following meanings:

1.1. “Advertising campaign” means order of any third party (“Advertiser”) for promoting their products or services which We publish on the Program.

1.2. “Advertiser’s Intellectual Property” means any trade marks, advertising content, images, text, data or other materials provided by or on behalf of an Advertiser to Zorka Mobi and/ or Influencer.

1.3. “API Client” means the open protocol “OAuth 2.0 for Mobile & Desktop Apps” that accesses, or uses, the YouTube API Services.

1.4. “Confidential Information” means any information of Zorka Mobi or its Affiliates provided to You in connection with the Services, but excluding information that You independently developed, that was rightfully given to You by a third party without confidentiality obligation, or that becomes public through no fault of Your own.

1.5. “Content” - the Advertising materials which are published on the Influencer’s YouTube Channel by Us.

1.6. “Developer Policies” means the policies relating to the YouTube API Services currently located at https://developers.google.com/youtube/terms/developer-policies.

1.7. “Effective Date” is the date You agreed with this T&C.

1.8. “GDPR” means the European Union General Data Protection Regulation 2016/679.

1.9. “Influencer’s Account” means the respective account of the Influencer on the Program.

1.10. “Intellectual Property Rights” means any and all copyright (including rights in computer software and databases), trademarks, service marks, trade dress, brand names, logos, goodwill, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, moral rights, publicity rights, performance rights, synchronization rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions in respect of any of the same.

1.11. “Representatives” means, in respect of a Party, the directors, officers, employees, agents and contractors of such Party.

1.12. “Service” - the services provided by Us on the Program for participating of Influencers in the Advertiser’s campaigns.

1.13. YouTube Terms means the YouTube Terms of Service currently located at https://www.youtube.com/t/terms.

SECTION 2. DESCRIPTION OF SERVICES

2.1. The “Service” is an online Program through which the Influencer participates in advertising campaigns provided that the Influencer shall grant access and permissions for the Influencer’s YouTube API to Zorka Mobi via API Client as defined below.

2.2. You and Zorka Mobi will comply with (i) YouTube API Services Terms of Service (https://developers.google.com/youtube/terms/api-services-terms-of-service) at all times when accessing or using the Influencer’s YouTube API; (ii) Developer Policies; (iii) the YouTube Guidelines; (iv) the credentials assigned to You and Zorka Mobi by YouTube or Google;(v) the Google Software Principles currently located at http://www.google.com/corporate/software_principles.html; and (vi) the YouTube Terms.

SECTION 3. ACCOUNT AND REGISTRATION

3.1. Accepting the T&C. You may not use the Program and may not accept the T&C if

(a) You are not of legal age to form a binding contract with Zorka Mobi, or

(b) You are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which You are resident or from which You or API Client access or use the Influencer’s YouTube API.

3.2. Accepting on Behalf of Others. If You are acting on behalf of someone else (such as Your employer), You represent and warrant that You have authority to bind that person or entity to the T&C and by accepting the T&C, You are doing so on behalf of that person or entity (and all references to "You" in the T&C refers to that person or entity).

3.3. Registration. To access and use the Program You may be required to provide certain information (such as identification or contact details) as part of the registration process, or as part of Your continued access to, or use of, the Program. Our Privacy Policy currently located at https://yt.zorka.mobi/privacy explains how We treat Your personal data and protect Your privacy when You provide your personal data in connection with your access and use of the Program.

3.4. To access and use the Program You shall create Influencer’s Account. You are allowed to register for more than one Account with different YouTube Channels.

3.5. Account of Influencer is available for accepting the Program; contacting our Managers; performing any other functions allowed by the Program.

3.6. Influencer account holders, hereby agree and undertake to comply with the following:

  • Not to post any information, data or links (both own or belonging to third parties), which can adversely affect and rights and/or interests of any party, including third parties;
  • Make a preliminary assessment on the legality of any information, data or links prior to posting;
  • Refrain from the dissemination of any information which is false, inaccurate and which is capable of harm in and/or damaging the good reputation of other Influencers, Us and any other third parties.

Should We become aware of such dissemination, Influencer account holders, hereby undertake upon our request, to remove such information and take all necessary steps to refute it.

3.7. The Influencer account holder, hereby agrees and undertakes to comply with the following:

  • Not to come into contact with any Advertiser, whose advertising campaign was placed in the Program;
  • Not to misrepresent any subject-matter or His relationship with any other persons and/or organizations;
  • Not to carry out any illegal collection and/or processing of any personal and proprietary data of any person;
  • Not to take an action which will violate the guidelines of the Program and which might lead to a Strike;

3.8. After You registered an Account and from time to time thereafter, your Account may be subject to verification. During the verification process, You may be asked to provide legal and other documentary evidence documents as proof of Your legal status or identity. You hereby authorize Zorka Mobi to either directly or through third parties, make any inquiries necessary to validate Your identity and confirm Your ownership of your YouTube Channel, subject to applicable law. If we request any information, You are obligated to provide us with such information. In case where You ignore such a request, We can immediately terminate Your access to our Program and revoke Your ability to use the Program.

3.9. During the process of registering an account with Zorka Mobi, You will be prompted to choose a username and password for that Account. You are solely responsible for safeguarding and maintaining the confidentiality of Your Account username and password. It is assumed that any person using the Program with your username and password, either is You or is authorized to act on Your behalf. You hereby agree to notify Zorka Mobi immediately if You suspect or become aware of any unauthorized use of Your Account.

3.10. You and You alone are solely responsible for maintaining the confidentiality of Your password and information associated with Your account that You desire to remain confidential. You also agree that You are responsible for any and all activities that may take place, or occur under Your password and account. You further agree to notify Zorka Mobi in the event Your password or account has been used without the proper authorization or there are other breaches of security of which You become aware. Zorka Mobi will not be responsible or liable for any loss or damage incurred, or later arising from Your failure to comply with this section. Zorka Mobi prohibits the sale or transfer of control of any Influencer’s account by the registered account holder to any other individual or party.

SECTION 4. ACCESS AND USE OF INFLUENCER’S YOUTUBE API

4.1. Zorka Mobi uses the YouTube API. By using the Program, You are agreeing to be bound by the YouTube Terms of Service (https://www.youtube.com/t/terms).

4.2. You permit Zorka Mobi to edit the “Description box” under the Video selected by You (hereinafter, “Content”) on Your YouTube Channel via the open protocol “OAuth 2.0 for Mobile & Desktop Apps” (“API Client”) for indefinite period. You reserve the right to refuse the access and use of Your YouTube API to Zorka Mobi for any reason at any time with prior 48 hours’ written notice.

4.3. API Client authorization flow

4.3.1. You initialize authorization of the API Client for managing Your YouTube Channel.

4.3.2. API Client sends the Authorization Request to the server. If You authorized the request, API Client receives an authorization grant.

4.3.3. Server redirects You to the authentication page.

4.3.4. API Client requests an access token from the authorization server (API) by presenting authentication of its own identity, and the authorization grant. You enter its login and password, reviews the list of requested permissions, and approves the authorization request.

4.3.5. To access and use the Program You shall provide Zorka Mobi with the necessary access and controls to the following YouTube Data API’s scopes:

*This access shall be limited only to Zorka Mobi’s employees, its affiliates or contractors on a need-to-know or need-to-use basis, and shall only be used for editing the “Description box”.

4.3.6. If API Client identity is authenticated and the authorization grant is valid, the authorization server (API) issues an access token to the application. Authorization is complete.

4.3.7. API Client sends a request for an access token (Access Token Request), using the temporary authorization code in the request.

4.3.8. The response contains the permanent “access_token“. If the access token is valid, the resource server (API) serves the resource to API Client.

4.3.9. API Client informs You of the authorization results.

4.4. You are aware of:

4.4.1. its permission to edit the “Description box” under the Content to Zorka Mobi does not constitute the disclosure of Your password and other private information of Your YouTube Channel;

4.4.2. the above-mentioned access and controls are provided by You free of charge.

4.5. Influencer’s Warranties. The Influencer represents and warrants for an indefinite period that it will not modify or delete the text, the links in the “Description box” under the Content without the prior written approval of Zorka Mobi.

4.6. Reservation. Any access not expressly granted to Zorka Mobi in this letter remains the access of You.

4.7. Liability. For the avoidance of doubt, You shall retain full control and ownership of, and absolute liability for, the Content and all content contained in Your YouTube Channel. This shall include creation, procurement, and uploading of any and all content therein, and the ongoing management and look and feel of all content on Your YouTube Channel.

4.8. Prohibitions and Restrictions. Zorka Mobi is not allowed to:

4.8.1. access, reproduce, download, distribute, transmit, broadcast, display, sell, license, alter, modify or otherwise use any part of the Content and all content contained Your YouTube Channel except:

(a) edit the “Description box” under the Content as specifically permitted by this Section 4 of the T&C;

4.8.2. circumvent, disable, fraudulently engage, or otherwise interfere with the features of Your YouTube Channel (or attempt to do any of these things), including security-related features or features that: (a) prevent or restrict the copying or other use of any and all content; or (b) limit the use of any and all content;

4.8.3. collect or use any information that might identify the owner (Influencer) of YouTube Channel unless permitted by its.

4.9. Zorka Mobi’s Liability. In the event that Zorka Mobi breaches its obligation specified in this Section 4 of the T&C, Zorka Mobi shall compensate for all documented damages and losses incurred.

SECTION 5. GENERAL CONDITIONS

5.1. Zorka Mobi reserves the right to refuse the use of the Program to anyone for any reason at any time.

5.2. You shall not, without the Our prior written permission, use the Program for purposes other than the Permitted Use. The “Permitted Use” means participation in Our Services provided under the Program. Without limiting the generality of the foregoing, You shall not, and shall not permit anyone else to:

(a) “frame”, “mirror” or otherwise incorporate the Program or the Program’s content or any part thereof on any commercial or non-commercial website;

(b) access, monitor, adapt, translate or copy any part of the Program or the Program’s content using any robot, spider, scraper or other automated means or any manual process for any purpose without Zorka Mobi’s express written permission;

(c) violate the restrictions in any robot exclusion headers on the Program or bypass or circumvent other measures employed to prevent or limit access to the Program or the Program’s content;

(d) take any action that imposes, or may impose, in the Zorka Moby’s discretion, an unreasonable or disproportionately large load on the Program;

(e) deep-link to any portion of the Program or the Program’s content for any purpose;

(f) remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in any Zorka Mobi’s advertising campaigns on the Program (hereinafter “Campaign”), the Program;

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Program, Program’s content or any Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Program or the Campaign;

(h) use the Program, Program’s content or any Campaign as part of any service for sharing, lending or multi-person use, or for the purpose of any other institution, except as specifically permitted by the T&C and only in the exact manner specified and enabled by therein;

(i) attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, that protect the Program, Program’s content;

(j) copy, take a picture, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Program or the Program’s content;

(k) create derivative works based on the Program or the Program’s content, in whole or in part, or to decompile, disassemble, reverse engineer or other exploit any part of the Program or the Program’s content;

(l) use of access the Program in a manner that violates the rights (including, but not limited to intellectual property rights) of any third party; or

(m) upload to or transmit through the Program any information, images, text, data, media or other content that is offensive, pornographic, hateful, obscene, defamatory or violates any laws or regulations (including but not limited to criminal laws);

(n) post, upload, publish, submit or transmit any Program’s content that:

(i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

(ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

(iii) is fraudulent, false, misleading or deceptive;

(iv) is defamatory, obscene, pornographic, vulgar or offensive;

(v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

(vi) use any viruses during using the Program;

(vii) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

(viii) promotes illegal or harmful activities or substances.

5.3. Modifications. Zorka Mobi reserves the right to modify this T&C at any time without any prior notification of the Influencer by amending this page. Please check this page from time to time to take notice of any changes, as they are binding. In case of any doubt or conflict, the new T&C will prevail.

SECTION 6. REPRESENTATIONS AND WARRANTIES. INDEMNITY

6.1. Representations and Warranties

6.1.1. Zorka Mobi’s warranties. Zorka Mobi represents and warrants on an ongoing basis the following:

(a) Power and Authority. Zorka Mobi is duly organized, validly existing and in good standing under the laws of its jurisdiction and has the power and authority to enter into the T&C and to fully perform its obligations hereunder.

(b) No Conflict. Nothing contained in the T&C or in the performance of the T&C will place Zorka Mobi in breach of any other contract or obligation with any third party or agency.

6.1.2. No Warranties. To the maximum extent permitted by law, Zorka Mobi provides the Service and rights to the Program “AS IS”. This means that, except as expressly stated in the T&C, We don’t provide warranties, conditions, or undertakings of any kind in relation to the Service either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the T&C. Since Influencers use the Service for a variety of reasons, We can’t guarantee that it will meet Your specific needs.

6.1.3. Zorka Mobi is not liable under any other contract or agreement that could tie up full or partial fulfillment of any terms and conditions stated herein, and by entering into the T&C it does not injure any third party valid right and does not pirate any copyright and/or related rights to the Program.

6.2. Influencer’s warranties. Influencer represents and warrants on an ongoing basis the following:

a) For individuals: Power and Authority. By agreeing to the T&C, You represent that You are at least the age of majority in your state or province of residence and You have given us Your consent to allow any of Your minor dependents to use this Program.

b) You guarantee that You are not a resident of the country where the access to the Program is prohibited.

c) If You are accessing or using the Program on behalf of another natural person or a legal entity, You represent and warrant that You have the appropriate authority to bind such person or entity to the current T&C.

d) For legal entities: Power and Authority. The Influencer is duly organized, validly existing and in good standing under the laws of its jurisdiction and has the power and authority to enter into the T&C and to fully perform its obligations hereunder. The T&C has been duly executed by the Influencer’s authorized representative and constitutes its valid, binding obligation.

e) all information supplied by You on the Program is true, accurate, current and complete.

We have the right at any time to refuse, terminate, suspend Your access to the Program in case of detecting, including but not limited, that any provided information is not true, accurate, incomplete or such information violates this T&C, the rights of the third parties.

f) No Conflict. Nothing contained in this T&C or in the performance of this T&C will place You in breach of any other contract or obligation with any third party or agency.

g) The Influencer represents and warrants that all Influencer’s activity on the Program shall comply with state and federal laws and regulation including but not limited to the CAN-SPAM Act of 2003.

h) Compliance. The Influencer guarantees that it complies and shall comply at all times with any applicable laws, rules and regulations, including those related to use and processing of data (including personal data), governing anti-bribery and corruption.

i) You guarantee that You are a true owner of the YouTube channel the access and use to which You provide on the Program as stipulated in the Section 4 of T&C.

j) COPPA. The Influencer represents and warrants that the Influencer will not realise or allow to use any content on its YouTube Channel which violates the Children’s Online Privacy Protection Act (“COPPA”), including without limitation, in connection with:

(i) placing behaviorally kid targeted ads;

(ii) creating profiles of users and visitors of Kid Sites; or

(iii) collecting personal information (as defined by COPPA) of users or visitors of Kid Sites.

k) Intellectual Property.

(i) The Content will be an own and original work and no part of it been copied wholly or substantially from any other unauthorized third-party source nor it contains any illegal, defamatory, racist, offensive or inappropriate content nor any hidden type of the Content;

(ii) when applicable, the Content will be free from any viruses, critical programming bugs, or errors, Trojan Horses, harmful code or malware, or backdoors or other access methods, or defects in material and workmanship;

(iii) neither the Content, any of their elements, nor their exploitation infringe Intellectual Property Rights of a third party or violate any laws, rules or regulations;

(iv) the Content are free from any security interest, option, mortgage, charge or lien.

6.3. Indemnity

6.3.1. You agree to indemnify and hold Us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims You make that aren’t allowed under the T&C due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold Us harmless from any losses, including legal fees and expenses, that directly or indirectly result from:

(i) Your content on Your YouTube Channel,

(ii) Your use of the Service,

(iii) Your violation of any laws or regulations,

(iv) third-party claims that You or someone using your password did something that, if true, would violate any of these T&C,

(v) any misrepresentations made by You, or

(vi) a breach of any representations or warranties You’ve made to Us.

6.3.2. The Influencer shall on demand and in full indemnify and defend Zorka Mobi, its affiliates, and their officers, directors, employees from and against any and all losses, liabilities, claims and causes of action, including attorneys’ fees, whatsoever arising out of or in connection with the Influencer’s breach of any Influencer’s obligations, representations, warranties under this T&C and the relevant SOW, Offer.

SECTION 7. RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1. Rights and Obligations of Zorka Mobi.

7.1.1. We may view, copy, and internally distribute Content from Your account to create algorithms and programs that help us spot problem Accounts and improve the Service. We use these tools to find members who violate these T&C or laws and to study data internally to make the Service smarter and create better experiences for You and their contacts.

7.1.2. Zorka Mobi is entitled in its sole discretion to cancel the Advertising Campaign, the Influencer’s Account at any time and for any reason.

7.2. Rights and Obligations of the Influencer.

7.2.1. You are exclusively liable and responsible

(i) for Your actions and;

(ii) for any Content created and published by You on Your YouTube Channel.

7.2.2. By agreeing to the T&C, You promise to follow these rules:

(i) You won’t send spam to Influencers/advertisers;

(ii) You shall immediately inform Us about shutdowns Content on the YouTube Channel upon third parties initiative.

7.2.3. Zorka Mobi doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. To this end, We may suspend or terminate Your Account if You send the content that We determine, in our sole discretion, contains either of the following:

(i) any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others;

(ii) any statement, image, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

7.2.4. We also may suspend or terminate Your Account if We determine, in our sole discretion, that you are either:

(i) an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or a Threat of Physical Harm;

(ii) a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or

(iii) a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.

If You violate any of these rules, then We may suspend or terminate Your Account.

7.2.5. You represent and warrant that You either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) You submit to Zorka Mobi in the course of using the Service.

7.2.6. Liability for breach of the terms of T&C: When this T&C becomes effective, the Influencer shall perform the obligations specified in this T&C. If the Influencer failed to wholly or partly perform its obligations specified herein or violates its representations, warranties and commitments made hereunder shall undertake relevant liabilities for breach of this T&C and shall compensate Zorka Mobi for damages incurred in relation to such failure.

SECTION 8. INTELLECTUAL PROPERTY

8.1. We own all proprietary rights in the Service and the Platform, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service and the Program, and You may only use our Program according to our T&C.

8.2. Zorka Mobi provides to You with a limited, non-exclusive, worldwide, non-transferable, personal and non-assignable permission to use the Program in the framework of participation in the Advertising Campaign. You do not reserve the rights to sublicense the rights granted to third parties, nor to exploit them by himself.

8.3. Nothing contained in this T&C shall be construed as an assignment or grant to the Influencer of any ownership right in or to Zorka Mobi’s or Our advertisers’ Intellectual Property Rights, or any other right, title or interest in or of Zorka Mobi`s or Our advertisers’ Intellectual Property. Any use of the Intellectual Property provided by Zorka Mobi or its Advertisers shall be strictly approved by Zorka Mobi by additional written agreement which shall be approved separately.

SECTION 9. CONFIDENTIALITY

9.1. “Confidential information” means any information which relates to Zorka Mobi (or Our Advertisers) and/or any of its group companies’ business that is disclosed or made available (directly or indirectly) by Zorka Mobi to the Influencer, whether in oral, visual or written form (including graphic material), whether before, on or after the accepted date of this T&C. Confidential Information includes but is not limited to:

(a) to the extent applicable: proprietary information, technical data, know-how, formulae, engineering processes, strategies, photographs, technology, technical literature, research, product plans, products, services, equipment, customers, markets, source and/or object code, software, inventions, discoveries, ideas, processes, designs, drawings, specifications, product configuration information, pricing, marketing and finance documents, prototypes, samples, data sets, photographs, audio, audiovisual, graphics, text, manuals and other written materials, gameplay, mechanics, look and feel, user interface, logo, name, plot, setting and characters and equipment or other materials including information which is attributable to, or the existence of which is derived from, the Purpose; and

(b) the existence and terms of this T&C; and

(c) information otherwise reasonably expected to be treated in a confidential manner under the circumstances of disclosure under this T&C or by the nature of the information itself.

9.2. The Influencer shall not, except as required by law, will disclose the terms of this T&C to any third party, or issue any public announcement regarding the terms of T&C without the other party’s prior written agreement via the Program. The Influencer shall not disclose to any third parties, excluding each Party’s respective attorneys, agents and representatives, all information disclosed by one Party to the other under this T&C and shall protect such information applying the same degree of care used by the Parties to protect their own confidential information.

9.3. However, either Party may disclose the other party’s confidential information to the extent required by applicable law, but only after five (5) days prior written notification to the other party of such required disclosure.

9.4. Each Party (hereinafter the “Receiving Party”) agrees to keep all Confidential Information received from the other Party (hereinafter the “Disclosing Party”) in whatever form as strictly confidential and must not disclose it to third parties without the prior written consent of the Disclosing Party received via the Program. Confidential Information shall not be used by the Receiving Party for any purpose other than in connection with the purposes of these T&C. For the avoidance of doubt: Zorka Mobi may disclose Confidential Information to Our advertisers and Our affiliates to the extent reasonably necessary to this Program.

9.5. The foregoing obligations do not apply to any Confidential Information which:

(i) is in the public domain at the time of disclosure or later becomes part of the public domain through no fault of the Receiving Party;

(ii) was known to the Receiving Party prior to disclosure by the Disclosing Party as proven by the contemporaneous written records of the Receiving Party;

(iii) is disclosed to the Receiving Party by a third party who did not obtain such Confidential Information, directly or indirectly, from the Disclosing Party subject to any confidentiality obligation;

(iv) is at any time independently developed by the Receiving Party as proven by its contemporaneous written records;

(v) is expressly authorized in writing by the Disclosing Party; or

(vi) is required by law, court order or a governmental agency to be disclosed (in which case the Receiving Party will give the Disclosing Party as much notice thereof as reasonably practicable and which will be done subject to confidentiality protection to the extent reasonably available).

9.6. Confidential Information is deemed to be the property of the Disclosing Party, and the Receiving Party will, upon receipt of a written request from the Disclosing Party, return all Confidential Information received in tangible form to the Disclosing Party or destroy all such Confidential Information and all copies thereof or documents containing Confidential Information, unless required otherwise by applicable law. The preceding sentence shall not apply to the extent the Receiving Party requires the Confidential Information for fulfillment of the T&C.

9.7. Each Party agrees to limit access to Confidential Information to those of its employees, representatives, contractors or advisors to whom such access is reasonably necessary or appropriate for the proper performance of obligations.

9.8. YOU AGREE THAT WHEN REQUESTING AND RECEIVING TECHNICAL SUPPORT FROM THE PROGRAM, YOU WILL NOT PROVIDE ZORKA MOBI WITH ANY INFORMATION, THAT IS CONFIDENTIAL TO YOU OR ANY THIRD PARTY. YOU AGREE THAT ANY NOTICE, LEGEND, OR LABEL TO THE CONTRARY CONTAINED IN ANY SUCH MATERIALS PROVIDED BY YOU TO ZORKA MOBI SHALL BE WITHOUT EFFECT. ZORKA MOBI SHALL BE FREE TO USE ALL SUCH INFORMATION IT RECEIVES FROM YOU IN ANY MANNER IT DEEMS APPROPRIATE, SUBJECT TO ANY APPLICABLE PATENTS OR COPYRIGHTS.

9.9. Liability to keep the Confidential Information secret comes into force from the time of the first transfer (disclosure) of such information to the Receiving Party and remains in force for 5 (five) years after the expiration or termination of the T&C for any reason.

9.10. Zorka Mobi is entitled to disclose information about the fact of contractual relations between the Influencer and Zorka Mobi for advertising and marketing purposes.

9.11. Any disclosure of the Confidential Information in violation of the terms of T&C by the Influencer shall entail liability in the form of a penalty in the amount of 5,000 (five thousand) US dollars.

9.12. The Influencer is obliged not to come into contact with any Zorka Mobi’s advertiser whose advertising campaign was placed in the Program. In case of violation, the Influencer shall entail liability in the form of the fine in the amount of 5,000 (five thousand) US dollars per for each fact of such breach (each direct offer for providing services to the Zorka Mobi’s advertiser). The Influencer acknowledges and agrees that Zorka Mobi will sustain irreparable harm and will be entitled to obtain an injunction to stop any breach or threatened breach of this T&C and recover all incurred damages including lost profit.

SECTION 10. TERMS OF THE T&C. TERMINATION AND BREACH OF THE T&C

10.1. You shall not use our Program for any illegal or unauthorized purpose nor shall You, in the use of the Program, violate any laws in Your jurisdiction (including but not limited to copyright laws and laws of the third party rights).

10.2. A breach or violation of any of the T&C will result in an immediate termination of Our Services and cancelling Your Account.

10.3. Zorka Mobi may terminate or suspend You as a registered Influencer at any time in Zorka Mobi’s sole discretion. If Zorka Mobi terminates you as a registered Influencer, Zorka Mobi reserves the right to deny your reapplication at any time in Zorka Mobi’s sole discretion.

10.4. You may terminate Your participation as a registered Influencer at any time, for any reason, by notifying Zorka Mobi in writing of Your intent to do so. Upon any termination or, at Zorka Mobi’s discretion, suspension, all rights and licenses granted to You by Zorka Mobi will cease, including Your right to access the Program, and You agree to destroy any and all Zorka Mobi Confidential Information that is in Your possession or control.

10.5. Following termination of this T&C, Sections 5, 6, 7, 8, 9 (but only for as long the duration specified by Zorka Mobi for such usage) shall continue to bind the Parties.

10.6. Zorka Mobi may terminate this T&C without prejudice to the rights provided by, but not limited to, this T&C, legislation and equity law, by occurrence of one or several circumstances specified below:

A) Material Breach. The Influencer commits a material breach of its obligations under this T&C (or a series of non-material individual breaches which in Zorka Mobi’s reasonable view together amounts to a material breach) and if the breach is capable of remedy, fails to remedy it to Zorka Mobi’s satisfaction during the in time (deadlines) specified by Zorka Mobi via the Program.

B) Cross Default of other agreements with the Influencer. The Influencer defaults on or materially breaches any other agreement or arrangement that it has with Zorka Mobi (whether or not it would constitute a default or material breach under this T&C).

C) Bankruptcy or Insolvency. One of the Party becomes insolvent or bankrupt or enters insolvency or bankruptcy proceedings or takes any steps towards the same, or if it ceases or threatens to cease to carry on business.

D) Change of control (apply for companies). At any time, while the Influence participates in the Program, the Parties shall notify each other in writing (“Notice of Change of Control”) if they or their Affiliates intend to enter into final agreements in accordance with the Change of Control (“Change of Control Transaction”), such Notice shall be provided no later than 30 (thirty) calendar days before the anticipated closing date of such a Control Change Transition, together with sufficient information allowing the Customer to evaluate, whether or not the Contractor is entitled to terminate this T&C. In case if one Party does not notify about the change of control, the other Party has the right to terminate this T&C at any time after it learns of a change in the control transaction.

10.7. In the event that the Influencer decides to terminate the T&C, it shall serve Zorka Mobi with a written notice of termination via the Program specifying the details pertaining to the process of termination, including but not limited to the cause of termination, the date upon which the T&C terminates, the obligations that Zorka Mobi is required to fulfil within the period of time from the receipt of the notice and until the moment when the T&C is deemed to be terminated, and a cure period, if the breach is capable of remedy.

SECTION 11. LIMITED LIABILITY

11.1. We are not liable, and You agree not to hold Us responsible, for any damages or losses arising out of or in connection with this T&C, including, but not limited to:

Your use of or Your inability to use our Program;

Delays or disruptions in our Program;

Viruses or other malicious software obtained by accessing, or linking to, our Program;

Glitches, bugs, errors, or in accuracies of any kind in our Program;

Damage to your hardware device from the use of the Program;

The content, actions, or inactions of third parties’ use of the Program;

A suspension or other action taken with respect to Your Account;

In case of replacement, repair or adjustment of equipment, software or execution of other works, caused by the necessity to maintain or improve performance of the Program.

11.2. Additionally, in no event will Zorka Mobi be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. Our liability to any Influencer for any claim arising out of or in connection with this T&C will be the following:

ZORKA MOBI’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS T&C OR ANY SERVICES SHALL NOT EXCEED 5 000 (FIVE THOUSAND) US DOLLARS 00 CENTS. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THE T&C IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this T&C, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to You.

SECTION 12. OTHER T&C

12.1. Requirements, statements and notices. Any requirements, statements and notices of the Influencer to Zorka Mobi can be made via the Program only during business hours from Monday through Friday from 10:00 a.m. to 7:00 p.m. (UTC+03:00). Zorka Mobi will respond within 24 (twenty four) business hours after the receipt of such a request. In case of getting an urgent request from the Influencer outside of business hours, the request is considered on the next business day.

12.2. Electronic Signatures / Assent Required: Nobody is authorized to access the Program or accepted as the Influencer unless they have signed this T&C. Such signature does not need to be a physical signature, since electronic acceptance of this T&C is permitted by the Electronic Signatures in Global and National Commerce Act (E-Sign Act), Directive 1999/93/EC of the European Parliament and of the Council of 13 December 1999 on a Community framework for electronic signatures and other similar state, national, international and country laws. You show Your agreement to this T&C by taking any action which shows Your approval of this T&C. Most likely, You have clicked or will click a button containing the words “I agree” or some similar syntax.

12.3. You should understand that this has the same legal effect as You placing Your physical signature on any other legal contract. If You click any link, button, or other device provided to You in any part of Our Program’s interface, then You have legally agreed to all of the T&C. Additionally, by using any of Our Program’s features or Services in any manner, You understand and agree that We will consider such use as Your affirmation of Your complete and unconditional acceptance to all of the T&C.

12.4. Independent Contractors. The Parties are independent contractors, and neither Party will be deemed to be an employee, agent, partner, or legal representative of the other. Neither Party will have any right, power or authority to create any obligation or responsibility on behalf of the other.

12.5. The relationship between the Influencer and Zorka Mobi is that of independent contractors, and nothing contained in the T&C will be construed to constitute the Parties as partners, joint venturers, co-owners or as participants in a joint or common undertaking, or otherwise give fiduciary obligations between the Parties.

12.6. Assignment. This T&C may not be assigned by the Influencer without the prior written consent of Zorka Mobi. Zorka Mobi may assign this T&C or assign or delegate its rights and obligations under this T&C to an affiliate or to a successor to all or substantially all of its business or assets relating to the T&C whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this T&C will be binding upon and inure to the benefit of the Parties hereto, their successors and assigns.

12.7. No Waiver of rights. The failure or delay of either Party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and will in no way affect that Party’s right to later enforce or exercise it, unless such Party issues an express written waiver, accepted by a duly authorized representative of such Party.

12.8. Severability. If any provision of this T&C is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this T&C shall remain in effect.

12.9. Jurisdiction. This T&C shall be governed by the laws of the Republic of Cyprus without regard to conflicts of law provisions. Any dispute arising out of this T&C, relevant legal documents or the interpretation thereof, shall be discussed by the Parties in the first instance, and if possible resolved by negotiation. In the event that the matter cannot be so resolved, it shall be submitted to and determined by the State Court of the Republic of Cyprus.

12.10. Headings. The section headings appearing in this T&C are inserted only as a matter of convenience and in no way to define, limit, construe or describe the scope or meaning of this T&C or any portion hereof.

12.11. Entire T&C and Language. This T&C, the other legal documents, sets forth the entire T&C and understanding between Us and the Influencer relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between You and Us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. Even though We drafted this T&C, You represent that You had ample time to review and decide whether to agree to this T&C. In the event of any discrepancies between the English language version of this T&C and any versions in any other languages into which it may be translated, the English language version shall prevail.

12.12. Force Majeure. No Party shall be in breach of this T&C to the extent that performance of its respective obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of Government, or any other cause beyond the reasonable control of such Party; provided, that the Party hindered by such force majeure circumstances shall, within 5 (five) calendar days, in written form notify the other Party of emergency, type and expected duration of force majeure circumstances preventing the notifying Party from performing its obligations under this T&C. The existence of such force majeure circumstances shall be confirmed by a Chamber of Commerce or another independent body. If such notification is not sent in accordance with the above provision, the Party influenced by force majeure circumstances shall not have the right to refer to such force majeure circumstances as the reason for its non-performance of obligations under this T&C. During the existence of force majeure circumstances releasing the Parties from their obligations hereunder, the Parties suspend the performance of their obligations without any sanctions. In the event that such force majeure circumstances exist for more than three (3) months, the Parties shall negotiate further performance of this T&C. If the Parties do not come to an agreement in this respect, each of the Parties has the right to terminate this T&C unilaterally by sending the other Party a notice of termination.

12.13. Exclusion of third party Rights. Only the Influencer, Zorka Mobi, Zorka Mobi’s Affiliates in this T&C will have any rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any term of this T&C.

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