Terms and Conditions

1. Agreement to Terms

Welcome to Influencify LLC. These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("User," "Client," "you," or "your") and Influencify LLC ("Company," "we," "us," or "our"), a Wyoming limited liability company located at 1309 Coffeen Avenue STE 1200, Sheridan, WY 82801, USA, governing your access to and use of our website at www.getinfluencify.co, services, and AI-powered ecommerce brand management platform.

By accessing or using our services, submitting a contact form, or engaging with our team, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our services.

We reserve the right to modify these Terms at any time. Changes will be effective immediately upon posting on our website. Your continued use of our services after any changes constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

2. Eligibility

To use our services, you must meet all of the following eligibility requirements:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our services under any applicable laws or regulations
• Provide accurate, current, and complete information when creating an account or submitting forms
• Have the authority to bind any business entity you represent to these Terms
• Not have been previously suspended or removed from our services

By using our services, you represent and warrant that you meet all eligibility requirements. If you do not meet these requirements, you must not access or use our services. We reserve the right to verify your eligibility and refuse service to anyone who does not meet these criteria.

3. Description of Services

Influencify LLC provides comprehensive, done-for-you AI-powered ecommerce brand management services. Our services are designed to build, launch, and fully manage profitable ecommerce brands on your behalf, including but not limited to:

• AI Persona Creation: Development of custom AI-generated brand personas, virtual influencers, and engaging content that drives organic traffic and sales
• Brand Development: Complete branding services including visual identity design, brand messaging, positioning strategy, and brand guidelines
• Ecommerce Store Setup: Professional creation and configuration of online stores on major platforms including TikTok Shop, Amazon, Shopify, Etsy, and Walmart
• Product Sourcing: Domestic US-based product sourcing, supplier vetting, quality control, and inventory management
• AI Content Creation: Automated content generation for social media, marketing campaigns, product listings, and promotional materials
• Operations Management: End-to-end handling of order fulfillment, customer service inquiries, returns processing, and day-to-day store operations
• Marketing Services: Digital marketing strategy, paid advertising management, organic growth tactics, and influencer collaborations
• Analytics & Reporting: Regular performance reports, sales analytics, and strategic recommendations for growth

The specific services provided to you will be outlined in a separate service agreement, statement of work, or during your onboarding process. Service packages and inclusions may vary based on your selected tier and individual business needs.

5. User Obligations and Responsibilities

As a valued client of our services, you agree to the following obligations to ensure a successful partnership:

• Provide accurate, current, and complete information during onboarding and throughout our engagement
• Maintain the confidentiality of your account credentials and any sensitive business information
• Promptly notify us of any unauthorized use of your account or security concerns
• Respond to communications, approval requests, and action items within reasonable timeframes (typically 48-72 hours)
• Comply with all applicable laws, regulations, and platform-specific policies
• Not use our services for any illegal, fraudulent, deceptive, or unauthorized purposes
• Not interfere with, disrupt, or attempt to gain unauthorized access to our services, systems, or networks
• Not attempt to reverse engineer, copy, or replicate our proprietary systems, AI models, or business processes
• Not engage in any activity that could harm our reputation, brand, or business relationships
• Maintain required advertising budgets and financial commitments as outlined in your service agreement

6. Payment Terms

6.1 Fees and Pricing

Our fees and pricing structure will be clearly outlined in your individual service agreement before you commit. All prices are quoted and payable in US Dollars (USD) unless otherwise specified. We reserve the right to modify our pricing at any time for new clients, but changes will not affect existing service agreements without mutual written consent.

6.2 Payment Methods

We accept various secure payment methods including major credit cards (Visa, Mastercard, American Express), debit cards, ACH bank transfers, and wire transfers. All payments are processed through PCI-compliant third-party payment processors. By providing payment information, you represent that you are authorized to use the payment method and authorize us to charge the agreed amounts.

6.3 Payment Schedule

Payment schedules will be specified in your service agreement and may include upfront setup fees, milestone-based payments, recurring monthly management fees, and performance-based compensation. All payments are due on the dates specified. Late payments may result in service suspension, late fees (up to 1.5% monthly on overdue amounts), and potential termination of services.

6.4 Revenue Distributions

For revenue-sharing arrangements, distributions will be calculated and paid according to the schedule and methodology outlined in your service agreement, typically on a monthly basis following platform payout cycles. Detailed reports will be provided with each distribution.

6.5 Refund Policy

Refund eligibility and terms will be specified in your individual service agreement. Generally, setup fees are non-refundable once work has commenced due to the immediate allocation of resources and commencement of brand development. Monthly management fees may be prorated upon termination based on services rendered. Guarantee-related refunds or credits are subject to the specific terms of the applicable guarantee.

7. Intellectual Property Rights

7.1 Our Intellectual Property

All content, features, and functionality of our website and services, including but not limited to our AI systems, algorithms, methodologies, processes, software, text, graphics, logos, icons, images, audio clips, and the compilation thereof, are the exclusive property of Influencify LLC and are protected by United States and international copyright, trademark, patent, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on our intellectual property without our express written permission.

7.2 Your Content

You retain ownership of any original content, materials, or information you provide to us. By providing content, you grant us a non-exclusive, worldwide, royalty-free, sublicensable license to use, modify, reproduce, adapt, and distribute such content in connection with providing our services and promoting your brand.

7.3 Deliverables and Brand Assets

Upon full payment of all applicable fees, you will own the brand-specific assets, content, and materials specifically created for your brand as outlined in your service agreement, including brand name, logo designs, product images, and marketing content. Our proprietary systems, AI models, processes, methodologies, and underlying technology remain our exclusive property and are licensed, not sold, for use in connection with your brand.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Influencify LLC shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use, data, or other intangible losses
• Our total aggregate liability to you for all claims arising out of or relating to these Terms or our services shall not exceed the total amounts paid by you for services in the twelve (12) months immediately preceding the claim
• We do not guarantee specific revenue, profit, sales outcomes, or return on investment, as market conditions, platform policies, and numerous external factors affect results
• We are not responsible for actions, policy changes, suspensions, or service disruptions by third-party platforms (Amazon, TikTok, Shopify, Etsy, Walmart, etc.)
• We are not liable for delays or failures caused by factors beyond our reasonable control, including but not limited to natural disasters, pandemics, supply chain disruptions, or platform outages

Some jurisdictions do not allow limitations on implied warranties or liability for certain damages. In such cases, our liability will be limited to the greatest extent permitted by applicable law. The limitations in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN YOUR SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that our services will be uninterrupted, timely, secure, error-free, or that any defects will be corrected. We do not warrant any specific results from the use of our services. Any reliance on our services is at your own risk. The ecommerce industry involves inherent risks and uncertainties that are beyond our control.

11. Indemnification

You agree to defend, indemnify, and hold harmless Influencify LLC and its officers, directors, members, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms or any applicable laws or regulations
• Your use or misuse of our services
• Your violation of any rights of a third party, including intellectual property rights
• Any content, materials, or information you provide to us that infringes third-party rights
• Your breach of any representations, warranties, or obligations made herein
• Any claims arising from products sold through stores we manage on your behalf

12. Termination

12.1 Termination by You

You may terminate your use of our services by providing written notice in accordance with your service agreement. Typical notice periods are 30 days for ongoing management services. Early termination may be subject to cancellation fees or forfeiture of prepaid amounts as specified in your agreement.

12.2 Termination by Us

We may terminate or suspend your access to our services immediately, without prior notice or liability, for any reason, including but not limited to material breach of these Terms, non-payment of fees, fraudulent activity, violation of platform policies that jeopardizes our business relationships, or conduct that harms our reputation.

12.3 Effect of Termination

Upon termination, your right to use our services will immediately cease. We will provide you with access to download your brand assets and content that you own pursuant to these Terms. All provisions which by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, indemnification obligations, limitations of liability, and confidentiality obligations.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal dispute, claim, or legal proceeding, you agree to first attempt to resolve any dispute informally by contacting us at e3thanhartley@gmail.com. We will work in good faith to try to resolve the dispute within 30 days.

13.2 Binding Arbitration

If informal resolution is unsuccessful, any dispute, claim, or controversy arising from or relating to these Terms or your use of our services shall be resolved exclusively through final and binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Sheridan, Wyoming, USA. The arbitrator's decision shall be final and may be enforced in any court of competent jurisdiction.

13.3 Class Action Waiver

YOU AND INFLUENCIFY LLC AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS.

13.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

14. Governing Law

These Terms and your use of our services shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law principles. To the extent that arbitration is not applicable or a court proceeding is permitted, you agree to submit to the exclusive personal jurisdiction of the state and federal courts located in Sheridan County, Wyoming, for the resolution of any disputes.

15. Communications and Consent

By providing your contact information and using our services, you consent to receive communications from us, including:

• Transactional Communications: Service updates, account notifications, performance reports, and operational information necessary for service delivery
• Marketing Communications: Promotional materials, newsletters, and special offers (only with your explicit opt-in consent)
• SMS Messages: Text messages for urgent notifications and updates (message and data rates may apply; reply STOP to opt out at any time)

You may opt out of marketing communications at any time by clicking "unsubscribe" in any email, replying STOP to any SMS, or contacting us directly. Opting out of marketing will not affect transactional communications necessary for service delivery.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms. The remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.

17. Entire Agreement

These Terms, together with your individual service agreement and any other documents expressly incorporated by reference, constitute the entire agreement between you and Influencify LLC regarding your use of our services. These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter hereof. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions or orders, labor disputes, power failures, internet outages, platform service disruptions, or supply chain disruptions. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact and resume performance as soon as practicable.

19. Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign, transfer, or delegate these Terms or any of our rights or obligations, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

20. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Influencify LLC. No single or partial exercise of any right or remedy shall preclude any other or further exercise of any right or remedy.