XrossWorld Terms of Use

Last Updated April 1, 2021

Introduction

The XrossWorld Advertiser Platform - Influencer Marketing On-Demand Terms of Use contained herein on this platform, shall govern your use of this platform, including all pages within this platform (collectively referred to herein below as the “Advertiser Platform”). These terms apply in full force and effect to your use of this service and by using this platform, you expressly accept all terms of Use contained herein in full. You must not use the Advertiser Platform, if you have any objection to any of the XrossWorld Advertiser Platform - Influencer Marketing On-Demand Standard Terms of Use.

Intellectual Property Rights

Other than content you own, which you may have opted to include on this platform, under the Terms, XrossWorld Leben & Cerne Co. and/or its licensors own all rights to the intellectual property and material contained in this advertiser platform, and all such rights are reserved.

You are granted a limited access only, subject to the restrictions provided in these Terms, for purposes of accessing Influencer marketing on-demand to create advertisement campaigns with the advertiser platform.

BY USING OUR SERVICES, YOU ARE ACCEPTING THE PRACTICES DESCRIBED IN THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICES. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF SERVICE FROM TIME TO TIME WITHOUT NOTICE, BUT WILL NOTIFY YOU OF ANY MATERIAL CHANGES. YOUR CONTINUED USE OF OUR SERVICES FOLLOWING THE POSTING OF OR NOTICE OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS OF USE WILL APPLY RETROACTIVELY. For Partner Services, you may also be required to execute a Partner Agreement, Waiver of Liability and Release or similar document between you and Xrossworld or a Platform Partner. Any decision to accept Partner Services is made in your sole discretion.

This is a legal agreement between you (“you” or “user”) and Xrossworld that states the material terms and conditions that govern your use of the Services. This agreement, together with all updates, supplements, additional terms, and all of Xrossworld’s rules and policies collectively constitute this “Agreement” between you and Xrossworld.

Intellectual Property Rights

Other than content you own, which you may have opted to include on this platform, under the Terms, XrossWorld Leben & Cerne Co. and/or its licensors own all rights to the intellectual property and material contained in this advertiser platform, and all such rights are reserved.

You are granted a limited access only, subject to the restrictions provided in these Terms, for purposes of accessing Influencer marketing on-demand to create advertisement campaigns with the advertiser platform.

You are expressly and emphatically restricted from all of the following:

• publishing any of the advertiser platform material in any media;

• selling, sub-licensing and/or otherwise commercializing any advertiser platform material;

• publicly performing and/or showing any advertiser platform material;

• using this advertiser platform in any way that is, or may be, damaging to this advertiser platform;

• using this advertiser platform in any way that impacts user access to the advertiser platform;

• using this advertiser platform contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the advertiser platform, or to any person or business entity;

• engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this advertiser platform, or while using this advertiser platform;

Access to this advertiser platform will be revoked without notice if your business is a direct competitor of the XrossWorld Influencer Marketing On-Demand Platform (social media agency, public relations firm and or any third party advertisements platform). Any user ID and password you may have for this advertiser platform are confidential and you must maintain confidentiality of such information.

Your Content

In these Advertiser Platform Terms of Use, "Your Content" shall mean any audio, video, text, images or other material you choose to display on this advertiser platform. With respect to Your Content, by displaying it, you grant XrossWorld a non-exclusive, worldwide, irrevocable, royalty-free, sub-licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.

Your Content must be your own and must not be infringing on any third party’s rights. XrossWorld ™ “Leben & Cerne” reserves the right to remove any of Your Content from this advertiser platform at any time, and for any reason, without notice.

Non-Circumvention 

You acknowledge and agree that the compensation XrossWorld receives for making the Advertiser platform available to you is the basis for XrossWorld’s business. Therefore, for 12 months from the start of this Relationship (the “Non-Circumvention Period”), you agree not to:

• Offer or solicit to, or accept any offer or solicitation from, XrossWorld Ambassadors identified in the XrossWorld Advertiser platform to contract, hire, invoice, pay, or receive payment in any manner other than through the XrossWorld advertiser platform.

• Refer a XrossWorld Ambassador to a third-party for purposes of making or receiving payments other than through the XrossWorld advertiser platform.

You agree to notify XrossWorld immediately if a XrossWorld Ambassador suggests to you making or receiving payments other than through the XrossWorld advertiser platform.

You acknowledge and agree that a violation of any provision in this Section is a material breach of the Terms of Service. Your Account may be suspended and charged the Conversion Fee (defined below) if you violate this Section. If you refuse to accept any new version of the Terms of Service or elect not to comply with certain conditions of using the XrossWorld advertising platform, such as minimum rates supported on the XrossWorld advertising platform, and therefore choose to cease using the XrossWorld advertising platform, you may pay the Opt Out  Fee for each other Ambassador you wish to continue working with on whatever terms you agree after you cease using the XrossWorld advertiser platform.

Opting Out

You may opt out of the obligations in the Non-Circumvention section with respect to a XrossWorld Ambassador only upon payment to XrossWorld of an Opt Out Fee of $10,000 USD per Ambassador solicited or made an offer by you, or referred by you to a third party.

No Warranties

This advertiser platform is provided "as is," with all faults, and XrossWorld ™ “Leben & Cerne” makes no express or implied representations or warranties, of any kind related to this advertiser platform or the materials contained on this advertiser platform. Additionally, nothing contained on this advertiser platform shall be construed as providing consult or advice to you.

Limitation of Liability

In no event shall XrossWorld ™ "Leben & Cerne", nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this advertiser platform, whether such liability is under contract, tort or otherwise, and XrossWorld ™ “Leben & Cerne”, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this advertiser platform.

Indemnification

You hereby indemnify to the fullest extent XrossWorld ™ “Leben & Cerne” from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such un-enforceability or invalidity shall not render these Terms unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Variation of Terms

XrossWorld™ "Leben & Cerne" is permitted to revise these Terms at any time as it sees fit, and by using this Advertiser platform you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Advertiser platform.

Assignment

XrossWorld™ “Leben & Cerne” shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

Billing

Billing and payment information may be edited at any time via your account settings.

Payment Terms

Payment Method & Payments

You may be required to provide Xrossworld with a valid credit card, debit card, or other payment account (“Payment Method”) in order to use certain Services, including Partner Services provided by Xrossworld or a Platform Partner. When you add a Payment Method to your Xrossworld account, you will be asked to provide customary billing information. You must provide accurate, current, and complete information when adding a Payment Method and it is your obligation to keep your Payment Method up-to-date at all times.

You represent and warrant to Xrossworld that you are authorized to use any Payment Method you furnish to Xrossworld. You authorize Xrossworld to charge the Payment Method for all fees incurred by you with respect to Partner Services (or other services offered by Xrossworld or Platform Partners from time to time), including applicable sales, use, VAT/GST and other local government charges. If you dispute any charge on your account, you must contact Xrossworld within 10 business days from the end of the month within which the disputed charge occurred, and provide to Xrossworld all trip information that is necessary to identify the disputed charge, such as the date of the Influencer event and the approximate starting and ending times of the Influencer event associated with the disputed charge. You agree to immediately inform Xrossworld of all changes relating to the Payment Method.

Payment Facilitators

You agree, understand and acknowledge that Xrossworld may engage third party payment processors / gateway service providers to facilitate processing of payments, including Cash-out. Accordingly, you may be required to follow any terms and conditions of such third party payment processors/gateway service providers, as communicated to you, from time to time.

Refund Policy

No-refund is applicable if a Influencer campaign becomes live. Influencer campaign becomes live within 48 hours of campaign event date.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Advertiser platform, constitute the entire agreement between XrossWorld ™ “Leben & Cerne” and you in relation to your use of this Advertiser platform, and supersede all prior agreements and understandings with respect to the same.

Please note that any issues must be reported to Xrossworld within 30 days from the date of purchase in order to remain eligible for protection.

Governing Law & Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of California United States, and you submit to the non-exclusive jurisdiction of the state and federal courts located in California United States for the resolution of any disputes.

You agree to defend, indemnify and hold Xrossworld and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) your use of the Services and any Partner Service provided by any entity; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any User Submission or other content, message or information that you provide to Xrossworld, including without limitation any claim or damages arising from a defamation or invasion of privacy claim; or (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

In the event that you have a dispute with one or more other users of the Services, you release Xrossworld (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

Force Majeure. Neither Xrossworld nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

Data collection and use, including data collection and use of personally identifiable information is governed by Xrossworld’s Privacy Policy which is incorporated into and is a part of this Agreement.

Any claim relating to, and the use of, this Services and the materials contained herein is governed by the laws of the State of California. You consent to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California. A printed version of these Terms of Service will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to our Services, and operation of the Services may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by Xrossworld in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive this agreement shall survive any termination or expiration of this Agreement.

DIGITAL MILLENNIUM COPYRIGHT ACT (“DMCA”) NOTICE. In operating the Services, we may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party websites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Services. Xrossworld has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Services. Xrossworld has adopted a policy that provides for the removal of any content or the potential suspension of any user that is found to have repeatedly infringed on the rights of Xrossworld or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. If you believe any material available via the Services infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is Xrossworld.

support@xrossworld.net

Please provide the following notice:

• Identify the copyrighted work or other intellectual property that you claim has been infringed;

• Identify the material on the Services that you claim is infringing, with enough detail so that we may locate it on the Services;

• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

• A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

• Your address, telephone number, and email address; and

• Your physical or electronic signature.

We may give notice to our users of any infringement notice by means of a general notice on any of our Services, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

• Your physical or electronic signature;

• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

• Additional Assistance. If you do not understand any of the foregoing Terms of Service or if you have any questions or comments, we invite you to contact us at support@xrossworld.net

• Copyright Notice. All design, graphics, text selections, arrangements, and all software are Copyright © 2019, Leben and Cerne Corporation Xrossworld and its related companies or its licensors.  ALL RIGHTS RESERVED.