Terms & Conditions

THESE TERMS OF USE INCLUDE A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER

GreenRing, Inc (“GreenRing”, “us”, “we”, or “our”) operates an online platform that facilitates the matching of individuals or entities (each, a “Customer”) desiring to subscribe for access (a “Subscription”) to certain content on social media accounts of individuals or entities (“Influencers”), which may include, without limitation, Instagram, Twitter, Facebook and Snapchat (collectively, “Social Media Platforms”).

The following terms of use (“Terms of Use”) govern your access to and use of: (i) the GreenRing website located at www.greenring.co (the “Website”), (ii) the GreenRing online platform and mobile application, and (iii) all other services and content provided by GreenRing, as described on the Website or mobile application (collectively, the “Platform”). These Terms of Use form an agreement between GreenRing and you. By accessing and using the Platform, you accept and agree to be bound by and comply with these Terms of Use. If you do not accept and agree to be bound by these Terms of Use, please do not access or use the Platform.

As a condition of your use of the Platform, you represent and warrant that: (i) you have reached the age of majority in your jurisdiction of residence; (ii) if you are accessing or using the Platform on behalf of another person or entity, you have the authority to bind such person or entity to these Terms of Use; (iii) you will use the Platform in accordance with these Terms of Use; and (iv) all information supplied by you on or through the Platform is true, accurate, current and complete.

The Platform is provided solely to (i) assist Customers in entering into agreements with Influencers to gain access to content on Social Media Platforms that requires an acceptance by such Influencers for the Customer to access, in each case as listed and available on the Platform (each, an “Influencer Profile”), and (ii) facilitate the transmission of payments from Customers to Influencers pursuant to such agreements.

Changes to Terms of Use and Platform:

Except where prohibited by applicable law, GreenRing reserves the right to change these Terms of Use at any time without notice. Your continued access to or use of the Platform after any changes to these Terms of Use indicates your acceptance of such changes. It is your responsibility to review these Terms of Use regularly.

GreenRing reserves the right to change or remove any information, material or content (including, but not limited to, price, features, availability of Influencers, Influencer Profiles, and types of Subscriptions) contained on or provided through the Platform at any time, and from time to time, without notice.

Accounts:

By creating an account on the Platform, you agree to provide true, accurate, current, and complete information. You agree not to create a Platform account using a false identity or providing false information or if you have previously been removed or banned from the Platform. You are responsible for maintaining the confidentiality of the Platform account information, including your username and password. You are responsible for all activities that occur on or in connection with your Platform account and you agree to notify us immediately of any unauthorized access or use of your Platform account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Platform account. You further acknowledge that GreenRing reserves the right to suspend, disable or terminate any account in its sole and absolute discretion.

Main Terms:

Customer Terms:

The following terms apply to Customers on the Platform:

Subscription Fees and Payment

  1. GreenRing brokers Subscriptions between Customers and Influencers in order to grant Customers access to Influencer Profiles on a monthly basis. Specific pricing for Subscriptions to be described on the Platform. Any prices quoted will not include any additional data, internet or other telecommunication charges that may be charged by your internet or mobile provider. You are solely responsible for any such charges.
  2. If you purchase a Subscription, you agree to pay all fees and charges associated with that Subscription on a timely basis. Unless otherwise stated, all fees and charges are due and payable in advance and are non-refundable. All such fees and charges will be charged on each 30-day anniversary from the day your Subscription was activated to the payment method you provided when you purchased the Subscription.
  3. You agree to maintain a valid payment method during the term of any Subscription. Failure to do so may lead to a cancellation of your Subscription.
  4. All fees will be charged without renewal notices unless and until you cancel by following the steps outlined below. To see your next payment date, visit your original payment receipt or contact the Company at support@greenring.co
  5. YOU ACKNOWLEDGE AND AGREE THAT EACH SUBSCRIPTION AUTOMATICALLY RENEWS, AND YOU WILL CONTINUE TO BE CHARGED, UNLESS AND UNTIL YOU CANCEL YOUR SUBSCRIPTION, OR WE SUSPEND OR TERMINATE IT, IN ACCORDANCE WITH THESE TERMS OF USE.
  6. When you initially purchase a Subscription, your credit card or other payment method will be authorized for the amount of the Subscription but will only be charged once you have been granted access to the applicable Influencer Profile. Please allow up to 5 business days after the purchase of a Subscription for your access to the Influencer Profile to be granted. If you do not receive access to an Influencer Profile within 5 business days after the purchase of your Subscription, your credit card or other payment method will not be charged and your Subscription purchase will be cancelled.
  7. We reserve the right to change your monthly Subscription fee at any time in our sole discretion; however, any price changes will not be implemented until your next monthly Subscription period and we will always give you reasonable notice prior to such implementation. If you do not agree to the new fee, you can cancel your Subscription before your next monthly Subscription period by following the cancellation steps set forth below. If you do not cancel, you will be charged the new fee commencing with the next monthly Subscription period.
  8. GreenRing may reject, suspend or terminate your Subscription at any time in its sole discretion.

Customer Cancellation and Refund Policy

  1. Subscriptions may be cancelled by you at any time, subject to these Terms of Use. 
  2. Cancelling a Subscription does not provide you a refund for Subscription payments already processed, nor does it stop a pending charge. Your cancellation will go into effect for the following billing cycle.
  3. No refunds will be given on Subscriptions that have been completed incorrectly due to Customer error (such as forgetting to include your social media username or spelling your username incorrectly).
  4. Fees may be refunded on a case-by-case basis at GreenRing’s sole discretion, and may be subject to a $5 refund processing fee.

Information

  1. You acknowledge that information provided by you on the Platform may be shared with Influencers and their representatives.
  2. Influencers may require additional information before granting access to an Influencer Profile. Neither GreenRing nor any Influencers will be responsible for any delay in granting access to a Subscription that is due to your failure to respond to a reasonable request for additional information.
  3. From time to time we may send you communications to the email address associated with your account. These communications may include, but are not limited to, Influencer recommendations, special offers and other account-related or transactional messages.

Influencer Terms:

The following terms apply to Influencers on the Platform:

The Program

  1. The GreenRing Influencer program (the “Program”) is designed to enable Influencers to charge a monthly recurring fee to Customers for access to Influencer Profiles. You will sign up for an account through the Platform and indicate the Influencer Profile(s) that will be available for Subscriptions on the Platform. You must own, have administrative privileges and/or have proper publicist relations on behalf of the Influencer and Influencer Profile that are the subject of any Subscription offering.
  2. You will provide access to the applicable Influencer Profile to all Customers who purchase a Subscription through the Platform, as communicated to you by GreenRing, and verify its completion. You must notify GreenRing within 72 hours of receiving notice of a Subscription if you are unable to grant a Customer access to the applicable Influencer Profile or if a Subscription conflicts with your content guidelines and policies. If you fail to add Customers to an Influencer Profile on more than three consecutive Subscription orders, you may be subject to removal or suspension from the Program.
  3. You will post a minimum of one (1) post on average to each applicable Influencer Profile per day.
  4. You are not allowed to solicit Customers outside of GreenRing regarding payments for Subscriptions on any Influencer Profile. All payments are handled by GreenRing. Compensation for approved Subscriptions will only be credited if the order is completed through the Platform. During Influencer’s participation in the Program, Influencer will not grant any other person or entity the right to monetize subscriptions to any applicable Influencer Profile subject to the Program. If you violate the terms of this paragraph, you will be liable to GreenRing for its proportional percentage of any fees that would otherwise be due to GreenRing, in addition to any other rights and remedies of GreenRing at law or in equity.
  5. You must abide by all laws and policies applicable to any Influencer Profile, including any rules and policies of the Social Media Platforms on which the Influencer Profile is maintained. If an Influencer Profile is suspended or terminated in any manner, including by any Social Media Platform, we may issue refunds to Customers with Subscriptions to such Influencer Profile, in our sole discretion, and such amounts may be appropriately deducted from Influencer Revenue (as defined below).
  6. If you violate these Terms of Use, we may suspend or terminate your account and you may be required to forfeit any balance in your account.

Term and Termination

Influencer or GreenRing may terminate Influencer’s participation in the Program for any reason upon written notice to the other party, with immediate effect. Notice to GreenRing for such purpose can be sent to support@greenring.co. Upon any such termination, Influencer shall maintain any Subscribers’ access to any Influencer Profile for the duration of any then-outstanding Subscription periods. We have the right, in our sole discretion as we deem necessary to maintain the integrity of the Platform, to refund Subscription payments made by any Customers to the Platform, even if Influencer maintains its duties to such Customers for the duration of any ongoing Subscriptions following termination of Influencer’s participation in the Program.

Payments

  1. GreenRing will pay Influencer seventy percent (70%) of all fees actually received from Customers for Subscriptions to your Influencer Profiles procured through the Platform, less any chargebacks, Customer disputed amounts or refunds (“Influencer Revenue”). All credit card processing fees shall be added on top of Subscription fees and thus shall not be deducted from the calculation of Influencer Revenue.
  2. You will be granted access to a real-time dashboard specific to your Subscriptions to allow you to track all revenue and accounting related to your Subscriptions.
  3. Payments will be made by GreenRing on or before the 1st day (or next successive business day if a weekend or bank holiday) of the month following the date which is 30 days after the end of a Subscription period. For example, if a Customer’s monthly Subscription period ends on May 25, payment for such monthly Subscription period will be paid by July 1 (or next successive business day). Payments will be made to an account designated by Influencer in writing.
  4. Upon termination of the Program, or termination of Influencer’s participation in the Program by either GreenRing or Talent, GreenRing shall have no further obligations to Influencer, except for the payment of undisputed Influencer Revenue generated on the Platform prior to the date of termination.

Confidentiality

Influencer shall not disclose any Confidential Information to any third party, other than Influencer’s representatives who have a need to know such Confidential Information in connection with the services provided hereunder. Influencer shall be responsible for any unauthorized use or disclosure of Confidential Information by such representatives. Further, Influencer agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties. No other right or license, whether expressed or implied in the Confidential Information is granted to Influencer hereunder, and all rights to Confidential Information shall remain with us. All use of Confidential Information shall be for the benefit of us and the current or contemplated business relationship between the parties. All such confidentiality obligations shall survive the termination of your participation on the Program. For purposes of these Terms of Use, “Confidential Information” means any data, business models, plans, strategies or other information regarding us that is not generally known to the public.

License Grants

Subject to these Terms of Use, GreenRing grants you a personal, revocable, non-exclusive and non-transferable license to access and use the Platform and the services offered on the Platform (the “Platform Services”).

Subject to these Terms of Use, you grant to GreenRing a perpetual, transferrable, irrevocable, royalty-free, fully paid-up, worldwide, and fully sublicensable license to access, collect, store and use any data, information, records and files that (1) you load, transmit to, or enter into the Platform, or (2) we collect from your local computer system or from third-parties with your permission, and (in each case) including all results from processing such data, including compilations, and derivative works thereof solely for the purpose of: (A) providing the Platform Services, (B) complying with applicable law, and (C) GreenRing’s reasonable audit and data retention policies.

Effects of Term and Termination

Upon any termination, discontinuation, or cancellation of your access to the Platform or your account, all provisions of these Terms of Use which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Ownership

All content provided or displayed by GreenRing through the Platform, including (without limitation) all designs, infrastructure, graphics, pictures, illustrations, software, artwork, video, music, sound, names, words, titles, phrases, logos and marks (the “Platform Content”), are owned or licensed by GreenRing and are protected by copyright, trade-mark and other intellectual property laws.

GreenRing expressly reserves all rights in the Platform, the Platform Services, and the Platform Content that are not specifically granted to you. You acknowledge that all right, title and interest in the Platform, the Platform Services, the Platform Content, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with GreenRing (or third party suppliers, if applicable), and that the Platform, Platform Services, and Platform Content are licensed and not “sold” to you.

Privacy Policy

Please visit greenring.co/privacy to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

No Unlawful or Prohibited Use

You shall not, without GreenRing’s prior written permission, use the Platform for purposes other than accessing and using the Platform Services. Without limiting the generality of the foregoing, you shall not, and shall not permit anyone else to:

(a) “frame,” “mirror,” or otherwise incorporate the Platform or the Platform Content or any part thereof on any commercial or non-commercial website;

(b) access, monitor, or copy any part of the Platform or the Platform Content using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission;

(c) violate the restrictions in any robot exclusion headers on the Platform Content or the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;

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

(e) deep-link to any portion of the Platform for any purpose;

(f) remove (or permit anyone else to remove) any watermarks, labels, or other legal or proprietary notices included in any Campaign, the Platform, or the Platform Content;

(g) modify or attempt to modify (or permit anyone else to modify or attempt to modify) the Platform or any scheduled Campaigns, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform or a Campaign;

(i) attempt to, or 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 Platform;

(j) copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform or the Platform Content;

(k) create derivative works based on the Platform or the Platform Content, in whole or in part, or to decompile, disassemble, reverse engineer or otherwise exploit any part of the Platform;

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

(n) post, upload, publish, submit or transmit any content on an Influencer Profile that, in GreenRing’s sole discretion:

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

(vii) promotes illegal or harmful activities or substances.

You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your use of the Platform or your operation of any Influencer Profile.

Third Party Websites

GreenRing may contract with third-party service providers for certain services, such as payment services, and may also provide links to other third-party websites that are not under the control of GreenRing. In addition to these Terms of Use, you may be bound by any additional terms required by the third-party service providers. GreenRing makes no representations about any other website to which you may have access through the Platform, and accepts no liability for activities or content on third-party sites. GreenRing is not responsible for the accuracy or reliability of any information, data, opinions, advice, or statements made on third-party sites or for the quality of any products or services available on such sites.

GreenRing may enable you to link your account with a valid account on a third party social networking, email, or content service such as Instagram, Facebook, YouTube, or Twitter, (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing GreenRing to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account (“Third-Party Terms”). You represent and warrant that you are entitled to disclose your Third-Party Account information to GreenRing and/or grant GreenRing access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), and that such disclosure or access will not violate the applicable Third-Party Terms, obligate GreenRing to pay any fees, or make GreenRing subject to any usage limitations imposed by such Third-Party Service providers.

By granting GreenRing access to any Third-Party Accounts, you understand that GreenRing may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and/or stored in your Third-Party Account (“TPS Content”) so that it is available on and through the Platform via your account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. You hereby authorize GreenRing to retrieve information from, and submit information to, such Third Party Services at your request, and to provide Platform Services relating to any information we retrieve from those Third-Party Accounts. Please note that if a Third-Party Account or associated service becomes unavailable or GreenRing access to such Third-Party Account is terminated by the Third-Party Service provider, then TPS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your account and your Third-Party Accounts at any time by accessing the “Settings” section. In most cases, we do not store the entirety of your TPS Content, but instead we collect and store the metadata associated with such TPS Content. You hereby authorize such collection and storage.

Relationship with Third-Party Services.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND GreenRing DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. GreenRing makes no effort to review TPS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and GreenRing is not responsible for any TPS Content. You should note that a Third-Party Service may change or amend its guidelines and our access to it at any time, and we cannot guarantee that the Platform Services will always include a connection to such Third Party Service.

Communications Not Confidential

GreenRing does not guarantee the confidentiality of any communications made by you through the Platform. Although GreenRing generally adheres to the accepted industry practices in securing the transmission of data to, from, and through the Platform, you agree and acknowledge that GreenRing cannot and does not guarantee the security of data transmitted over the Internet or public networks.

DISCLAIMER OF WARRANTIES

GreenRing cannot and does not guarantee or warrant that the Platform or Platform Services, or any links from the Platform, will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Platform for any reconstruction of any lost data. GreenRing WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF AND ACCESS TO THE PLATFORM AND PLATFORM SERVICES.

YOUR USE OF THE PLATFORM AND PLATFORM SERVICES IS AT YOUR OWN RISK. THE PLATFORM AND PLATFORM SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. NEITHER GreenRing NOR ANY PERSON ASSOCIATED WITH GreenRing MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM OR PLATFORM SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER GreenRing NOR ANYONE ASSOCIATED WITH GreenRing REPRESENTS OR WARRANTS THAT THE PLATFORM OR PLATFORM SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE (INCLUDING PRICING ERRORS), OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR PLATFORM SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GreenRing OR THROUGH OR FROM THE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

GreenRing MAKES NO GUARANTEES OR WARRANTIES ABOUT ANY INFLUENCER PROFILES OR ANY CONTENT POSTED (OR NOT POSTED) THEREON. CUSTOMERS SHALL HAVE NO RECOURSE AGAINST GreenRing WHATSOEVER WITH RESPECT TO ANY INFLUENCER PROFILE OR CONTENT THEREON.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY

IN NO EVENT WILL GreenRing OR ANY PERSON ASSOCIATED WITH GreenRing BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT GreenRing IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THE USE OF, OR THE INABILITY TO MAKE USE OF, THE PLATFORM, PLATFORM SERVICES OR PLATFORM CONTENT.

INFLUENCERS AND CUSTOMERS ARE INDEPENDENT PARTIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF GreenRing. GreenRing IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY INFLUENCER OR CUSTOMER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM AND TAKES NO RESPONSIBILITY WHATSOEVER RELATING TO ANY

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT THAT THE FOREGOING LIMITATION DOES NOT APPLY, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF GreenRing IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO THE PLATFORM, EXCEED ONE UNITED STATES DOLLAR ($1) OR THE EQUIVALENT IN LOCAL CURRENCY. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF USE WILL NOT INCREASE THE MAXIMUM LIABILITY AMOUNT.

The limitations above reflect the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its essential purpose.

Limitations Period

YOU AND GreenRing AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE PLATFORM, OR THE PLATFORM SERVICES MUST COMMENCE WITHIN THREE (3) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Binding Arbitration

Any controversy or claim arising out of or relating to these Terms of Use or any related agreement, their enforcement or interpretation, or because of an alleged breach, default or misrepresentation in connection with any of their provisions, shall be determined by binding arbitration. The arbitration proceedings shall be held and conducted by a single arbitrator in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by these Terms of Use. Such arbitration shall occur in Los Angeles, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. Discovery issues shall be decided by the arbitrator. Post-hearing briefs shall be permitted. The arbitrator shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. The parties may seek, from a court of competent jurisdiction, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. However, the merits of any action that involves such provisional remedies or injunctive relief, including, without limitation, the terms of any permanent injunction, shall be determined by arbitration under this paragraph. Each party will bear its own respective costs and expenses (including legal fees and expenses and the cost of arbitration) in any such arbitration proceeding.

You agree to pursue any arbitration in an individual capacity and not as class representative or class member in any purported class action proceeding.

BY AGREEING TO ARBITRATE DISPUTES, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THEY ARE IRREVOCABLY WAIVING ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE ACTIVITIES CONTEMPLATED HEREBY.

Indemnification

You shall defend, indemnify, and hold harmless GreenRing and all of its officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought in connection with or as a result of: (a) your breach of any of your warranties, representations, or obligations under these Terms of Use or any documents referenced herein; (b) your violation of any law or regulation (including without limitation any FTC requirements or guidelines) or the rights of a third party (including, without limitation, intellectual property rights); (c) your use of the Platform; or (d) with respect to an Influencer, your operations of your Influencer Profiles.

Geographic Application of the Platform

Not all of the Influencers, Subscriptions, and Platform Services are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by law.

Governing Law

These Terms of Use and any action related thereto shall be governed by the laws of the State of California without regard to its conflict of laws provisions. These laws apply to your access to or use of the Platform or Platform Services, notwithstanding your domicile, residency or physical location. The Platform and the Platform Services are intended for use only in jurisdictions where they may lawfully be offered for use. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles, California in all disputes arising out of or relating to the use of the Platform or the Platform Services.

Entire Agreement, Waiver and Severability

These Terms of Use constitute the entire agreement between GreenRing and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and GreenRing with respect to the Platform.

GreenRing’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provisions or right. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of GreenRing. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.

If for any reason a court of competent jurisdiction finds any provision of these Terms of Use invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms of Use will remain in full force and effect.

If any of the provisions contained in these Terms of Use conflict with the terms of another agreement between the parties, then these Terms of Use shall prevail.