Terms & Conditions

1. INTRODUCTION

Robin8.net, Robin8.com (the “Sites”) are owned and operated by Robin8 (Beijing) Co., Ltd and Robin8 Inc. Access to the Sites and any features is made available under Robin8's Terms & Conditions and Privacy Policy.

Robin8 (Beijing) Co., Ltd provides you, and, if applicable, your Affiliates, access to its online site at Robin8.net known as The Key Opinion Leader (the “KOL”) Campaign (the “Campaign”). The Campaign allows Advertisers and KOLs to interact and engage in marketing relationships to create and/or distribute unique sponsored social content often through a KOL’s social network (“Campaign Services”) subject to your acceptance of and compliance with these terms of use (the “Terms” or the “Agreement”). If you do not agree to these Terms, please do not use the Campaign Services or access Robin8.net or any of its affiliated sites. Each time you use the Campaign, the current version of the Terms will apply. Accordingly, when you use the Service, you should check the date of the (which appears at the top of this document) and review any changes since the last version. The Terms will be available at all times at Robin8.net.

In the Terms, (i) “Advertiser” means any person or entity who participates in the Campaign Services directly or by Robin8 authorized personnel on behalf of Advertiser for the purpose of creating Opportunities to use the services of a KOL, (ii) “KOL” means any person, entity or group that creates and distributes the sponsored social content and/or performs an action through their associated social networks (i.e. WeChat, Weibo, etc.) via the Campaign and receives compensation for such content or action via the Campaign, (iii) “Affiliate” means any authorized entity or person that directly or indirectly controls the transactions of the Advertiser or KOL. The term “control” with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ownership of voting securities, written voting rights agreement, written agreement, title or other influence, (iv) “Opportunity” means a request by an Advertiser for a KOL to create and/or distribute sponsored social content and/or perform an action through their social network. These Terms shall apply to all transactions conducted through the Campaign.

Contracting Entity

By using Robin8, you are agreeing to be bound by these Terms between you and Robin8 (Beijing) Co., Ltd., a Chinese company located at #77 Jiangning Road, 7th Floor, Shanghai 200040 China, and Robin8 Inc., a United States company located at 1745 Broadway, 17th Floor, New York, NY 10019, USA (" we", " our" and " us"). We may specify in certain of our Robin8 service-specific terms that you are contracting with one of our affiliate companies or Service Providers (instead of Robin8 (Beijing) Co., Ltd. and Robin 8 Inc.) in relation to your use of the relevant Robin8 service or feature to which the relevant service-specific terms apply. Where this is the case, the relevant contracting entity will be identified in the relevant Robin8 service-specific terms, and these Terms (and those relevant service-specific terms) will apply between you and that identified contracting entity in relation to your use of the relevant Robin8 service or feature.

2. ACCESS AND USE OF THE SERVICE

Services Description:

Robin8 - The Robin8 Service is designed to analyze data from your activities (including messages, data or other content that you may upload or post) on the web and social networking sites and services to measure your online social influence (your "Robin8 Scores") and expertise in particular areas of interest (your "Robin8 Topics"). The Robin8 Service will access publically available information from such web or social networking sites and services and collect data that is authorized by registered users that is then used to generate Robin8 Score and Robin8 Topics ("Robin8 Data"). Robin8 does not analyze your personally identifiable non-public data unless you give us explicit permission to do so (such as when you sign into the Service using WeChat etc.).

Modifications to the Service and Robin8 Scores:

We reserve the right at any time, with or without notice to you, to (a) modify our algorithms, and (b) modify or discontinue, temporarily or permanently, the Services (or any part thereof). You acknowledge that such modifications to our algorithms and the Services may result in changes to your Robin8 Scores and other Robin8 Data. You agree that Robin8 will not be liable to you or to any third party for any modification of our algorithms or Robin8 Data, or any modification, suspension or discontinuance of the Services.

Opting Out:

If you are not a user of our Service and wish to opt-out, please contact support_cn@robin8.com. If you are a registered user of the Service, please sign in to your account before following the link in order to delete your account.

Your Registration Obligations:

You may be required to register with the Services in order to access and use certain features of the Services. If you choose to register for the Services, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Services' registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Services, with or without registering. In addition, if you are under 18 years old, you may use the Services, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security:

You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Robin8 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you sign out from your account at the end of each session when accessing the Services. Robin8 will not be liable for any loss or damage arising from your failure to comply with this Section.

General Practices Regarding Use and Storage:

You acknowledge that Robin8 may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that Robin8 Scores, data or other content will be retained by the Services and the maximum storage space that will be allotted on Robin8's servers on your behalf. You agree that Robin8 has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Robin8 reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Robin8 reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

CONDITIONS OF USE

User Conduct:

You are solely responsible for all video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials ("content") that you upload, share, post, publish, display or otherwise transmit (hereinafter, "transmit") or email or otherwise use via the Services. The following are examples of the kind of content and/or use that is illegal or prohibited by Robin8. Robin8 reserves the right to investigate and take appropriate legal action against anyone who, in Robin8's sole discretion, violates this provision, including without limitation, removing the offending content from the Services, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Services to:

a. email or otherwise transmit any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, inflammatory, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Robin8, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Robin8 or its users to any harm or liability of any type;

b. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

c. violate any applicable local, state, national or international law, or any regulations having the force of law;

d. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

e. solicit personal information from anyone under the age of 18;

f. harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

g. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

h. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

i. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Services.

Fees:

To the extent the Services or any portion thereof is made available for any fee, you may be required to select a payment plan and provide Robin8 information regarding your credit card or other payment instrument. You represent and warrant to Robin8 that such information is true and that you are authorized to use the payment instrument. We reserve the right to change Robin8's prices at any time.

3.1 OPPORTUNITIES

Participating Advertisers create and list opportunities ("Opportunities") in the Campaign, which offer KOLs the chance to receive compensation in exchange for creating and/or distributing sponsored social content and/or performing an action through their social network. All Opportunities accepted by the KOL must comply with the requirements set forth by the Advertiser (herein referred to as the "Requirements") in the Opportunity. Each Opportunity listing should contain a complete description of the requirements and the compensation to be paid by the Advertiser. Once an Opportunity is accepted by a KOL, the Advertiser is solely responsible for the review and approval of the KOL’s content within three (3) days of posting and for the payment of any compensation as stated in the Opportunity.

3.2. REVIEWS & APPROVALS

While Robin8 personnel may assist in reviewing and identifying KOL's posts or actions that violate an Opportunity's Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular KOL is entitled to the set compensation so long as the Advertiser observes the requirements of Sections 5.5, 5.6 and 5.7 of this Agreement. Robin8 reserves the right to review and reject Opportunities from Advertisers that do not meet our Campaign Guidelines. Posts which do not comply with the Requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity. Once an Opportunity and link to a post has been agreed upon and submitted by a KOL, an Advertiser has three (3) days to respond with any requested modifications or to reject the post. Failure to do so will result in automatic approval of the link and result in automatic, non-refundable payment to the KOL as long as the link is active 30 days from approval. Final approval and payment to the KOL will occur if the link is active 30 days from approval and remains unaltered from the original approved submission. The Robin8 Exchange will automatically check for active posts and make payments to the KOL on behalf of the Advertiser. If the automated system fails to locate required elements, destination links and disclosure, no payment will be made to the KOL and funds for the Opportunity will be returned to the Advertiser.

4. ELIGIBILITY

You must be eighteen (18) years or older to register as an Advertiser or KOL in the Campaign. By registering in the Campaign, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that Robin8 will use the information you provide in accordance with the terms of the Robin8 Privacy Policy (“Privacy Policy”), which is integrated into and included as part of these Terms. Robin8 accounts are not transferable, assignable or resalable under any circumstances.

5. ADVERTISER TERMS

This Section 3 applies only to Advertisers participating in the Campaign.

5.1. TRANSPARENCY & DISCLOSURE

Robin8 requires full disclosure by all Campaign participants. More specifically, the connection between the Advertiser and the KOL that would affect how people evaluate the KOL’s message should be disclosed. Any attempt to instruct, coerce or manipulate a KOL into hiding the commercial relationship between the Advertiser and the KOL may result in immediate removal from the system. Advertiser agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements, the Federal Trade Commission’s Dot-Com Disclosures (http://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-staff-revises-online-advertising-disclosure-guidelines/130312dotcomdisclosures.pdf), the Word of Mouth Marketing Association’s Influencer Handbook (http://members.womma.org/d/do/142)); and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act.

5.2. PAYMENTS

Advertiser agrees to pay Robin8 all charges made to Advertiser’s account for agreed upon fees or use of the Campaign Services in accordance with these Terms. If Robin8 does not receive timely payment and the balance in the Advertiser account is not enough cover agreed upon fees or Campaign Services hereunder: (i) a charge will be made to the Advertiser’s credit card or other preferred payment method for the balance owed, (ii) Advertiser agrees to pay all amounts due on its account upon demand, and (iii) Robin8 reserves the right to either suspend or terminate an Advertiser’s account, including deletion of Advertiser’s Opportunities from the Campaign until the balance is paid in full. All fees for the Campaign Services which are charged to Advertiser account, as well as all deposit(s) for future Campaign Services, are non-refundable. Advertiser agrees to submit any disputes regarding any charge in writing to Robin8 within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. In the event Advertiser’s payment method cannot be charged, Advertiser account will be locked until an update method is provided.

If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys’ fees and costs) incurred by Robin8 in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other fees are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser shall pay such taxes to ensure that Robin8 receives the full amount invoiced without offset or deduction. Advertiser agrees to promptly: (i) update all information to keep account and credit card billing current, complete and accurate (such as a change in billing address or e-mail), (ii) notify Robin8 in writing if it becomes aware of a potential breach of security, such as the unauthorized disclosure or use of Advertiser’s user name or password, and (iii) notify Robin8 in writing if its credit card is canceled. Upon termination, suspension or discontinuation of the Campaign or Advertiser’s participation therein, all outstanding payment obligations incurred by Advertiser under the Campaign will become immediately due and payable.

if an account is or becomes inactive for 180 days, the balance in the account will begin incurring charges for inactive fees. If charged, this fee is non-refundable. The inactive fee is ¥25 after 180 days of inactivity, ¥50 after 210 days of inactivity and the balance remaining in the account, if any, after 240 days of inactivity.

5.3. CREDIT CARD CHARGES

Advertiser authorizes Robin8 to charge Advertiser’s credit card, as provided by the Advertiser, in advance to deposit funds into the Advertiser’s account. Once funds are deposited into the Advertiser’s account, they may be used at the Advertiser’s discretion, to purchase Campaign Services or pay for agreed upon fees. Advertiser will be responsible for charges resulting from the use of Campaign Services and any applicable service fees will be automatically withdrawn from the Advertiser’s balance monthly based upon the initial enrollment date.

Advertiser represents and warrants that it has the legal right to use any credit card utilized in connection with any transaction. By submitting such information, Advertisers grants Robin8 the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the Advertiser. If the credit card provided was not authorized, then all amounts in the Advertiser’s account will immediately be forfeited. Advertiser’s non-termination or continued use of the Campaign reaffirms that Robin8 is authorized to charge Advertiser’s credit card.

Robin8 reserves the right to modify, suspend or terminate the required method of payment for use of the Campaign at any time, although any pending Opportunities will be completed using the method current when the Opportunity was listed. If Robin8 modifies the terms of the method of payment as outlined in this Section 5.3, the Advertiser will be contacted by Robin8 or the modifications will be reflected in an updated version of this Agreement. If you do not consent to such modified Agreement, you must immediately discontinue using the Campaign. Advertiser's continued enrollment after any modifications constitutes its acceptance of the terms and method of payment as modified.

All Advertiser Opportunities may be taken offline if Advertiser’s credit card does not allow additional charges or rejects any pre-authorized charges made to it. Unless Advertiser or Robin8 discontinues enrollment or participation in the Campaign Services, Advertiser understands that this pre-authorization is valid until the termination of this Agreement or the applicable Master Services Agreement with Robin8. For your future reference, you agree to retain, either by printing or otherwise saving, a copy of this Agreement, which provides the terms of your pre-authorization.

5.4. NON-CIRCUMVENTION

Advertiser may not attempt to contact KOLs or negotiate terms or payment outside of the Campaign. Any attempt to circumvent the Campaign may result in removal from the Campaign at Robin8's sole discretion.

5.5. MANUAL PROCESSING REQUESTS

The Campaign reviews KOL's posts for compliance with the criteria set forth in the Opportunity using both an automated system and a manual system. Robin8 cannot guarantee whether a KOL's posts will be reviewed manually or through our automated system. If an Advertiser would like to ensure that a KOL's post will be manually reviewed for compliance with the Opportunity criteria, such service is available for an additional fee.

Advertisers may also request to have Robin8 manage part or all of its advertising campaign for a fee as agreed upon through a separate managed service agreement. Interested parties should contact Robin8 directly.

If necessary, an Advertiser may request that a KOL's post in response to an Opportunity be removed from the KOL's social media site or personal website. Robin8 may assist Advertiser in requesting a KOL to remove a post and additional fees may apply; however, Robin8 cannot guarantee removal of the post by the KOL.

5.6. CONTENT INFORMATION

Advertiser agrees that Robin8 is not responsible for any aspect of Advertiser's content or product to be reviewed, shared, sponsored, or advertised by the Campaign’s contracted KOLs. Advertiser represents, warrants and covenants that: (i) all information it provides or approves or that is provided on its behalf in connection with the Agreement and on its Website is, and will be updated to remain, current and accurate, (ii) the Website to which any links are included in a listed Opportunity will look substantially the same to all end users regardless of the end users' location, (iii) the Advertiser’s Website does not contain any Robin8-owned or licensed content, except pursuant to a separate signed agreement with Robin8. You acknowledge that The Campaign KOLs are independent third parties and not directly controlled by Robin8. As a consequence, any blog postings or sponsorship of your content or product(s) will inherently risk negative or unflattering comments about your content, product(s) or company. Advertiser specifically acknowledges and agrees that Robin8 has no control over any content that may be available or published on any blog (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Blogs and/or Posts are appropriate or acceptable to you.

5.7. OPPORTUNITY DISPUTES

Advertiser agrees that so long as a KOL has met the requirements as outlined in its Opportunity it will not deny payment for the Campaign Services. Advertiser may not discriminate based on the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the KOL. Thirty (30) days after completion of the Opportunity, payment will be made to the KOL by Robin8 for services unless the KOL has violated the terms of this Agreement or the specific terms of the Advertiser’s Opportunity.

6. KOL TERMS

This Section 6 applies only to KOLs participating in the Campaign.

6.1. TRANSPARENCY & DISCLOSURE

KOLs participating in the Campaign must clearly disclose in their sponsored content the relationship between themselves and the Advertisers. Robin8 requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the KOL and the Advertiser. Robin8 reserves the right to review and monitor the disclosure practices of all KOLs who participate in the Campaign and to either require greater levels of disclosure (in the event that Robin8 determines in its sole discretion that current disclosure practices are inadequate) or remove the KOL from the Campaign (in the event of inadequate disclosures). KOL agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (see generally http://www.ftc.gov/news-events/media-resources/truth-advertising/advertisement-endorsements); and all applicable laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act.

6.2. KOL ELIGIBILITY

Any KOL over the age of eighteen (18) may register in the Campaign, but in order to participate in the Campaign, KOL’s connection should meet the following minimum standards:

Connection must have a minimum number of followers/fans to be eligible (varies depending on connection);

Connection must not contain a content gap of more than 90 days;

Connection must be public (accessible to anyone);

Connection must contain a majority of original content;

Connection must be in a supported language (Chinese, English, Spanish, other as required by the Opportunity);

Connection may not contain content that is inappropriate, illegal or violates the Campaign Guidelines detailed in Section 7 herein.

6.3. KOL FULFILLMENT OF AN OPPORTUNITY

By accepting an Opportunity, KOL acknowledges that (i) it has the authority and ability to perform the requested service within the stated time period, as applicable, (ii) all submitted content will be in the English language or such other language as required in the Opportunity, (iii) all submitted content or action will be original and does not infringe on any copyright, patent, trademark, trade secret or other intellectual property right of any third party, (iv) all submitted content or action does not include or support excessive profanity, violence, racial intolerance, illegal drugs or drug paraphernalia, illegal pornography or any other content that promotes intolerance, illegal activity or infringes on the legal rights of others.

Sponsored content posted for an Opportunity, must remain linked and unaltered from the original approved submission for a minimum of 30-days in the case of a blog or 3-days in the case of a tweet and Instagram in order for the Campaign to validate the fulfillment of the Opportunity and to earn compensation for the posted Opportunity. After 30-days from publication and upon successful validation of the Opportunity, the KOL will receive payment for the completion of the Opportunity as agreed upon between the Advertiser and the KOL in the Opportunity.

6.4. KOL COMPENSATION

KOL acknowledges and agrees that the obligation to compensate KOL for Opportunity-related advertisements resides with the Advertiser, not Robin8. Robin8 merely facilitates such compensation on behalf of the Advertisers. Advertiser is solely liable for payment to KOL. While Robin8 may be remitting payment to KOL directly; under no circumstanced does Robin8 accept liability for payment to KOL. KOL agrees that it will not pursue any actions, legal or otherwise, against Robin8 for non-payment. KOL waives any and all claims or rights of action against Robin8 relating to the failure of an Advertiser to compensate KOL in connection with an Opportunity-related advertisement. In addition, KOL acknowledges that KOL is: (i) not an employee of Robin8, (ii) responsible for the payment of all federal, state and local taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.

6.5. KOL CREDIT CARD CHARGES AND FEES

If KOL enrolls in a subscription agreement or agrees to other charges to its account, KOL may be asked to provide a form of payment such as an Alipay account. KOL represents and warrants that it has the legal right to use such form of payment utilized in connection with any transaction. By submitting such information, KOL grants Robin8 the right to provide such information to third parties for purposes of facilitating the completion of transactions initiated by the KOL. KOL’s non-termination or continued use of the Campaign reaffirms that Robin8 is authorized to charge KOL’s credit card for the use of the requested Campaign Services.

In the event KOL’s payment method was not authorized or cannot be charged for any agreed upon fees, the KOL’s account will be locked. if an account is or becomes inactive for 180 days, the balance in the account will begin incurring charges for inactive fees. The KOL further acknowledges that the inactive fee is ¥25 after 180 days of inactivity, ¥50 after 210 days of inactivity and the balance remaining in the account, if any, after 240 days of inactivity. If charged, this fee is non-refundable. The KOL also agrees that all earnings will be forfeited if its account is terminated for any reason or if Robin8 discontinues providing service through the Campaign.

6.6. GRANT OF USAGE LICENSE

“Sponsorship” Opportunities: Means sponsored social content in which KOL retains its rights to any content submitted, posted or displayed through its social media platforms. KOL grants Robin8 and the specific Advertiser purchasing the content a worldwide, royalty-free, non-exclusive, sub-licensable, unconditional, perpetual and transferable license to share, use, copy, process, adapt, translate, display, perform, reproduce, republish, and distribute the content or any portion thereof in any and all forms of media or distribution methods (now known or hereafter developed), including but not limited to television, radio, print, Internet site and other electronic communications. Any use, publishing, or distribution of a KOL’s content by Robin8 or any other Advertiser may be accompanied by credit to the KOL of that content by use of the KOL’s name, likeness or other identifying representation, to which Advertiser will receive a limited license.

“Content” Opportunities: Advertisers purchasing Content through Robin8 Exchange shall own the copyright in and to the commissioned content created specifically for those Advertisers and may use, reproduce, have reproduced, edit for length or clarity, publish and exploit such Content in their sole discretion, including, without limitation, licensing the Content to any agent or third party, copying, distributing, displaying, publicly performing, and creating derivative works of the Content. KOLs shall consider the Content to be a work-for-hire and shall assign all rights in such Content to Advertisers through the appropriate platform in the Robin8 Exchange.

Celebrity KOL Content: Celebrity-created content requested pursuant to a Statement of Work between Advertiser and Robin8 shall be owned by such celebrity and licensed to Advertiser pursuant to the terms of a separate agreement between Robin8 (Beijing) Co., Ltd. and the celebrity.

7. NON-CIRCUMVENTION

KOLs and Advertisers may not attempt to contact the other party directly or negotiate terms or payment outside of the Campaign. Any attempt to circumvent the platform may result in removal from the Campaign, at Robin8's sole discretion.

8. CONFIDENTIALITY

“Confidential Information” means any information disclosed to an Advertiser or KOL by Robin8, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Robin8; (ii) becomes publicly known and made generally available after disclosure to you by Robin8 other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Robin8 as shown by your files and records. Advertiser and/or KOL shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Advertiser and/or KOL agree to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Advertiser and/or KOL may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Robin8 prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Robin8’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Robin8 immediately upon Robin8’s request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Robin8, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Privacy Policy, the Agreement shall control. Advertiser and KOL may not issue any press release or other public statement regarding the Agreement, Robin8, its parent and/or its affiliates without Robin8’s prior written consent.

7. MARKETPLACE GUIDELINES

All participants in the Campaign should observe these Guidelines:

  • Pornography or sexually explicit content is not appropriate in the Campaign.
  • Attacks on any group based on race or ethnic origin, religion, disability, gender, age, veteran status or sexual orientation/gender identity, etc. is not permitted.
  • There will be no harassment, threats, invasion of privacy, predatory behavior, stalking, or revealing of other members’ personal information (other than what is directly provided by the user in their bio).
  • Misleading descriptions, titles, thumbnails, tags, large amounts of repetitive content is not in the spirit of the Campaign.
  • There will be no solicitation or spamming users in the Campaign other than for paid Opportunities.
  • There are to be no additional products, logos, third party sponsored links, ads, overlay ads on photos, or other detractors located within a sponsored post; competitor or otherwise.

9. UNAUTHORIZED USE

Outside of an API provided by Robin8, any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited. Any manipulation of click data, impressions or any other relevant data or metric reported in the Campaign is strictly prohibited. Any such unauthorized attempt will be prosecuted to the fullest extent under the law.

10. PROVISION OF SERVICES

Robin8 is constantly innovating and changing its Campaign offerings in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Robin8 provides may change from time to time without prior notice to you. You acknowledge and agree that Robin8 may stop (permanently or temporarily) providing the Campaign Services (or any features or functionality within the Campaign) to you or to users generally at Robin8’s sole discretion, without prior notice to you. You and/or Robin8 may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Robin8 shall not have any liability regarding such decisions. Sections 3 through 18 of these Terms of Service shall survive any termination of the Agreement. In addition, Robin8 has the ability, with user permission, to assume said user’s account for the purposes of troubleshooting and resolving issues.

11. REPRESENTATIONS AND WARRANTIES

KOLs and Advertisers participating in the Campaign each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Robin8’s services is solely for lawful commercial and business purposes; (iii) the links contained in any content are directed to the intended and agreed upon destination and are not re-directed; (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Robin8, clicking, impression or marketing activities through the Campaign, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003; and (iv) you have the necessary rights to provide all information provided to the Campaign (including all content, data, claims, statements, products and services, Opportunities, titles, URLs and descriptions) for use as described in this Agreement (the “Information”).

KOLs and Advertisers participating in the Campaign each represent, warrant and covenant that all such Information does not and will not: (a) violate any law, statute, ordinance, treaty or regulation or Robin8 policy or guideline; (b) infringe any copyright, patent, trademark, trade secret, video, music performance or other intellectual property right of any third party; (c) breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) advertise any unlawful product or service or unlawful sale of any product or service. Additionally, you agree that all Information will (e) not be false, misrepresentative, deceptive or misleading; (f) not be defamatory, libelous, slanderous, obscene or threatening; (g) not target children under the age of thirteen (13), (h) be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information.

Advertiser further represents that (i) it has a reasonable basis for all claims made within its advertising and possesses appropriate documentation to substantiate such claims; (ii) it will comply with the applicable Master Service Agreement (if applicable); (iii) the landing page for any links (i.e., the Advertiser's website page where a consumer is directed when the consumer clicks on the link, fills in a registration form or takes a similar action) contains a prominent link to Advertiser's privacy policy, which policy provides, at a minimum, adequate notice, disclosure and choices to consumers regarding Advertiser's use, collection and disclosure of their personal information; and (iv) prior to loading any computer program onto an individual's computer, including without limitation programs commonly referred to as spyware but excluding cookies (provided that cookies are disclosed in Advertiser's privacy policy), Advertiser shall provide notice to and shall obtain the express consent of such individual.

12. TRADEMARKS AND COPYRIGHTS

All Robin8.com, Robin8.net, and Campaign graphics, logos, designs, page headers, button icons, scripts, and service names are registered and unregistered trademarks, trade names or trade dress of Robin8 (Beijing) Co., Ltd or its subsidiaries and affiliates in the U.S. and/or other countries (collectively, “trademarks”). Robin8’s trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services; however, commercial applications are forbidden except where pre-approved in writing. Nothing on these sites shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed thereon without the owner's prior written permission, except as otherwise described herein. All proprietary rights and goodwill in Robin8’s trademarks shall inure to the benefit of Robin8. The Robin8 sites and all of their content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is protected as a compilation under the copyright laws of the United States and other countries. Robin8 reserves all rights not expressly granted in and to the sites and their content.

13. INDEMNIFICATION

KOLs and Advertisers each agree to indemnify and hold harmless Robin8, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, owners, third party service providers and third parties authorized by Robin8 to make your listings, results, and/or Services available in connection with third party Websites, Social Content and/or Action, blogs, postings, content, applications and/or e-mails (“Third Party Products”), and their respective officers, directors, agents, affiliates, and employees (each, an “Robin8 Entity” and collectively, the “Robin8 Entities”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, “Claim(s)”), that actually or allegedly result from your information, use of the Service, any Social Content and/or Action, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Robin8 and/or any Robin8 Entity, subject to Robin8 and/or the Robin8 Entity’s right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Robin8, and/or any Robin8 Entity provided that you will not agree to any settlement that imposes any obligation or liability on Robin8 and/or an Robin8 Entity without Robin8’s prior express written consent.

14. WARRANTY DISCLAIMER

Advertiser and KOLs expressly agree that the services are available on an “as is” basis, without warranty of any kind, express or implied, and that your use thereof is at your own risk. Without limiting the generality of the foregoing, robin8 disclaims to the maximum extent permitted by law any and all warranties, express or implied, including, without limitation, any (i) warranties of merchantability or fitness for a particular purpose, (ii) warranties against infringement of any third party intellectual property or proprietary rights, (iii) warranties relating to delays, interruptions, errors, or omissions in the service or robin8 website, or any part thereof, (iv) warranties relating to the transmission or delivery of the service or the robin8 website, (v) warranties relating to the accuracy or correctness of data, and any other warranties otherwise relating to performance, nonperformance, or other acts or omissions by robin8. Further, and without limiting the generality of any of the foregoing, there is no warranty that the service or the robin8 website will meet your needs or requirements or the needs or requirements of any other person. In addition, you acknowledge and agree that robin8’s warranty does not cover telecommunications or internet outages caused by third parties or otherwise outside of robin8’s control. Services may be limited by many factors, including inherent risks of the internet.

Because some states do not allow the exclusion or limitation of certain categories of damages or implied warranties, the above limitations may not apply to you. In such jurisdictions, robin8’s liability is limited to the greatest extent permitted by law.

15. LIMITATION OF LIABILITY

Any liability of robin8 to an advertiser in connection with this agreement, regardless of the cause or form of action, shall be strictly limited to twenty-five percent (25%) of the amount paid by advertiser to robin8 for the services related to the advertiser’s most recent opportunity. Robin8 shall not be liable to KOLs for damages of any kind arising out of KOLs use of the services. Without limiting the foregoing, in no event shall robin8 or any robin8 entity be liable for any indirect, special, incidental, consequential, punitive, or exemplary damages, arising out of, or in connection with, the agreement. Advertiser agrees that advertiser will not hold robin8 responsible for the selection or retention of, or any acts, errors, or omissions by, any third party in connection with the agreement, including with respect to clicks by any third party on advertiser’s listing(s) of opportunities, regardless of the intent of such third party.

The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence strict liability or any other basis, even if robin8 or its affiliates or any other party has been advised of the possibility of such damages.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, robin8’s liability in such jurisdictions shall be limited to the extent permitted by law.

16. NOTICES

Robin8 may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Robin8. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Robin8 is updated, current and correct. It is your responsibility to also check these Terms to see if there has been a modification. All notices to Robin8 shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Robin8 Inc. 1745 Broadway, Floor 17, New York, NY 10019 USA Attn: Legal Notices.

17. CHOICE OF LAW

This Agreement shall be governed by and interpreted under the laws of the State of New York, U.S.A. without regard to its conflicts of laws provisions. You agree to submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York. Any claim against Robin8 arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party. You further agree that, to the extent allowed by applicable law, (i) any and all disputes, claims, and causes of action arising out of or in connection with the Agreement, shall be resolved individually without resort to any form of class action; (ii) any claims, judgments and awards shall be limited to reasonable and actual out-of-pocket costs incurred, but in no event attorney's fees; and (iii) under no circumstances will you be permitted to obtain any award for, and you hereby waives all rights to claim, punitive, incidental, indirect or consequential damages and any and all rights to have damages multiplied or otherwise increased and any other damages, other than damages for reasonable and actual out-of-pocket expenses.

18. ELECTRONIC SIGNATURES EFFECTIVE

This Agreement is an electronic contract that sets out the legally binding terms. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by using the Campaign Services. Please print and save a copy of this Agreement for your records.

19. MISCELLANEOUS

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Robin8 regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Robin8 shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertiser nor KOL are employees of Robin8. Neither Robin8, Advertiser nor KOL shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without Robin8’s prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Robin8 and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Robin8, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term “including” is a term of enlargement meaning “including without limitation,” and does not denote exclusivity. Robin8 may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by Robin8. Robin8 reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by Robin8, you agree that you will direct all communications relating to the Service or your participation therein directly to Robin8 and not to any other entity. The organization, specifications, structure or appearance of any Robin8 property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.

20. SAFE HARBOR NOTICE

Forward-looking statements in the Sites, if any, are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements, including the impact of changing economic or business conditions, the impact of competition, the availability of favorable credit and trade terms, the impact of changes in the cost or availability of food and real estate, government regulation, construction costs, weather conditions and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission.

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