User Conduct and Compliance with Laws

User Conduct
You must use your Account responsibly and respect the privacy of other Users. You agree not to use the Platform or Services to:

• Sublicense, sell, rent, lend, lease, or distribute the Platform or any Intellectual Property Rights related to it, or otherwise make the Platform available to any third party;
• Allow timesharing, service bureau use, or commercial exploitation of the Services;
• Violate any applicable laws or Intellectual Property Rights;
• Threaten the security or functionality of the Platform;
• Create, collect, transmit, store, use, or process data:
  • That you do not have the legal right to create, collect, transmit, store, use, or process;
  • That violates any laws, infringes upon, or misappropriates the Intellectual Property Rights or other rights of any third party, including moral, privacy, or publicity rights;
  • That contains any viruses, worms, malicious code, or software designed to damage or alter a computer system or data;
• Attempt to reverse engineer, decompile, or disassemble the Platform;
• Use the Platform to build a similar or competitive product or service;
• Upload, post, or make available any material containing viruses, malware, or malicious software;
• Perform any vulnerability, penetration, or similar testing on the Platform;
• Engage in unlawful or illegal activities or internet abuse, including unsolicited advertising and spam;
• Promote, upload, post, or make available any material that is abusive, harassing, obscene, vulgar, hateful, sexually explicit, invasive of privacy, defamatory, discriminatory, or otherwise objectionable or illegal;
• Engage in any activity that could damage the reputation, goodwill, or name of OfferSherpa.com or any User;
• Make false representations, including creating a false identity, impersonating any person or entity, or misrepresenting your affiliation with anyone;
• Track, trace, harvest, or collect personal information from any Account or User without express consent.

Communications
You are solely responsible for any communications made on the Platform to other Users. When sending or posting User Content to third parties, you represent that:

• You are the sole owner of or have all necessary rights to the User Content;
• The User Content does not infringe the rights of any third party;
• The User Content is truthful and accurate.

We reserve the right to retain and use User Content for backup, archival, and auditing purposes. You may not use the Platform to transmit emails in violation of CAN-SPAM, including emails that:

• Have a misleading or false “from line”;
• Contain misleading, false, or misrepresentative subject lines;
• Fail to identify the email as an advertisement or solicitation, fail to offer the recipient a chance to decline further communications, or fail to include the User’s business name and physical postal address.

For SMS Marketing, you may only use the Platform to contact individuals who have provided prior express written consent for such communication, as defined by the TCPA. You must maintain records and comply with any unsubscribe or opt-out requests. If OfferSherpa.com provides a suppression list, you must regularly scrub your database against it.

Applicable Laws
By creating an Account and using the Platform, you agree to comply with these Terms and all applicable laws (“Applicable Laws”). This includes, but is not limited to, federal, state, local, and foreign laws such as:

• The Telephone Consumer Protection Act (TCPA);
• CAN-SPAM Act of 2003;
• California’s Anti-Spam Act;
• The Federal Trade Commission Act (FTC Act);
• The California Consumer Privacy Act (CCPA);
• The General Data Protection Regulation (GDPR);
• The UK Data Protection Act;
• Laws related to intellectual property, privacy, defamation, and other rights.

You may not remove, export, or re-export Services or User Content outside of the United States in violation of U.S. laws or regulations, including those from the U.S. Department of Commerce or Treasury’s Office of Foreign Assets Control.

Ownership Rights

Intellectual Property Rights of OfferSherpa.com
All graphics, logos, designs, and service names on the Platform are the trademarks or service marks of OfferSherpa.com or its Affiliates, protected by U.S. and international law (“Trademarks”). You may not use our Trademarks in any way that is likely to cause confusion or as part of any other trademarks or domain names. You may use images and icons for journalistic promotion but only with our prior written approval for commercial purposes.

Nothing on the Platform grants you any rights to use our Trademarks or other intellectual property without our written permission. All proprietary rights in our Trademarks remain with OfferSherpa.com.

Limited License to Users
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to:

• Access and utilize the Platform and Services available to you;
• Access and view Content of other Users as permitted.

You agree not to copy, modify, distribute, or exploit the Services or Content of other Users, except as expressly allowed in these Terms. No rights are granted to you except those expressly granted herein.

Rights Granted to OfferSherpa.com
By making your Content available through the Platform, you grant OfferSherpa.com a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use, edit, copy, distribute, display, perform, modify, and otherwise utilize such Content. This license allows us to use your Content on the Platform as it exists or may develop in the future. However, this does not grant us rights to use your Content outside of the Platform without your permission, except as allowed by you.

Digital Millennium Copyright Act
If you believe that any Content infringes upon your copyrights, you may submit a Digital Millennium Copyright Act (DMCA) notice to us. Please provide the following information:

• A physical or electronic signature of an authorized person;
• Identification of the copyrighted work alleged to be infringed;
• Identification of the infringing material and sufficient information to locate it;
• Contact information (address, phone number, and email);
• A statement that the use of the material is not authorized by the copyright owner;
• A statement that the information provided is accurate and that you are authorized to act on behalf of the copyright owner.

Send your DMCA notice to legal@OfferSherpa.com. Failure to comply with all requirements may render your notice invalid.

Advertisements

OfferSherpa.com may display advertisements either on its behalf or for interested companies or individuals on the Platform. By interacting with these ads, you may be redirected to an advertiser’s website or receive additional messages, information, or offers from the advertiser. You acknowledge and agree that OfferSherpa.com is not responsible for the privacy practices of advertisers, nor for the content of their websites, messages, offers, or information. You are fully responsible for all interactions with advertisers and for any transactions that occur as a result.

Exclusive License to Paid Content

As a condition for receiving payment for submitting Content, you agree that the Content you submit has not been published, displayed, or shared on any other website or mobile app and is created exclusively for the Platform and its Services. You grant OfferSherpa.com a global, perpetual, irrevocable, royalty-free, sublicensable, transferable right to use, modify, delete, adapt, publish, translate, create derivative works from, sell, distribute, and incorporate the Content into any media or technology. This includes the right to exercise any copyrights, trademarks, publicity, and database rights you hold in the Content. Submitting content to any other platform or website constitutes a breach of this exclusive license, and OfferSherpa.com may seek damages, including any payments made to you. We reserve the right to modify or delete any Content we deem necessary in our sole discretion.

No Employment Relationship

OfferSherpa.com is not an employment service and does not act as an employer of any User. We are not liable for taxes or withholdings such as unemployment insurance, social security, or payroll taxes. If we are held liable for any tax obligations related to your use of the Platform or Services, you agree to reimburse us for those amounts, including any penalties or interest.

No Agency Relationship

These Terms do not create any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship.

Confidentiality

“Confidential Information” refers to any information shared by one party (OfferSherpa.com, Brands, or Influencers) with another, which is not publicly available. This does not include information that was previously known, becomes publicly available without breach, or is in the receiving party’s possession without confidentiality restrictions. The receiving party agrees not to disclose or use this Confidential Information except as required to fulfill the purpose of the disclosure and in compliance with these Terms. The receiving party is also obligated to take all reasonable measures to protect the confidentiality of the information. If required by law, the receiving party may disclose Confidential Information, but must notify the disclosing party in advance and limit the disclosure to the minimum necessary.

Indemnification

You agree to indemnify and hold harmless OfferSherpa.com, its subsidiaries, affiliates, employees, officers, and directors (collectively, “OfferSherpa.com Entities”) from any claims, liabilities, costs, or expenses arising from your use of the Platform, your Content, your website, or any breach of these Terms. You will be solely responsible for defending any claims against OfferSherpa.com and will bear the costs, including attorney’s fees, associated with such claims. You may not settle any claims that impose liabilities on OfferSherpa.com without our prior written consent.

Disclaimers

The Platform and Services are provided “as is” without warranties of any kind, either express or implied. We disclaim all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. We are not liable for delays, interruptions, errors, or omissions in the Services. We also do not guarantee that the Services will meet your needs or requirements. Additionally, we are not responsible for telecommunications or internet outages that affect the availability of the Services.

Limitation of Liability

You agree that your use of the Platform and Services is at your own risk. Neither OfferSherpa.com nor any party involved in creating or delivering the Services will be liable for any direct, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or for personal injury or emotional distress. Our liability is limited to the maximum extent permitted by law and will not exceed the actual out-of-pocket costs you have incurred.

Notices

We may provide general notices to Users by posting them on our Sites or sending emails to the addresses provided by Users. You are responsible for ensuring that your contact information is accurate and up to date. You should regularly check these Terms for any updates. Any notice sent by email will be considered received when transmitted.

Choice of Law

The Platform and Services are based in California, and these Terms will be governed by California state law, excluding its conflict of law principles. You agree to submit to the personal jurisdiction of state courts located in Los Angeles, California for any action related to these Terms. Disputes will be resolved individually, without resorting to class action, and claims will be limited to actual out-of-pocket costs.

Any cause of action arising from these Terms must be initiated within one (1) year of the accrual of the cause of action, or it will be permanently barred.

Termination
We may, at our sole discretion and without liability to you, terminate these Terms or your access to the Sites and Services at any time, with or without cause, and with or without prior notice. Upon termination, we will promptly remit any funds we reasonably determine are owed to you. You may cancel your Account at any time by contacting us or following the prompts on the Sites. Please note that cancellation of your Account does not obligate us to delete or return any Content you’ve posted on the Platform, including reviews or Feedback.

Assignment
You may not assign or transfer these Terms, either by operation of law or otherwise, without OfferSherpa.com’s prior written consent. Any attempt to do so will be void. OfferSherpa.com may assign or transfer these Terms at its sole discretion without restriction. These Terms will bind and benefit the parties, their successors, and permitted assigns.

Severability
These Terms are intended to govern the agreement between OfferSherpa.com and you to the extent allowed by all applicable laws, ordinances, rules, and regulations. If any provision is found to be invalid or unenforceable, the remainder of these Terms will not be affected and will remain enforceable to the fullest extent permitted by law.

Dispute Resolution
General
Any disputes, claims, or controversies arising out of or relating to these Terms, the breach, termination, enforcement, interpretation, or use of the Sites or Services (collectively, “Disputes”) will be resolved by binding arbitration, except where either party retains the right to seek injunctive relief in a court of competent jurisdiction to prevent infringement or violation of Intellectual Property Rights.

Arbitration Rules and Governing Law
Arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process
To initiate arbitration, a party must send a written Demand for Arbitration to the other party, as specified in the AAA Rules. The arbitrator will be a retired judge or attorney licensed in California, chosen by the parties from the AAA’s list of consumer dispute arbitrators. If the parties cannot agree on an arbitrator, the AAA will appoint one.

Arbitration Location and Procedure
Unless otherwise agreed, the arbitration will take place in Los Angeles County, California, or via video conference if available. For claims under $10,000, arbitration will be based solely on documents submitted unless the arbitrator requests a hearing. For claims over $10,000, the AAA Rules will determine the right to a hearing.

Arbitrator’s Decision
The arbitrator will issue an award within the timeframe set by the AAA Rules, and judgment on the award can be entered in any court with jurisdiction. The award will be consistent with the Limitation of Liability section and may only provide relief to the claimant.

Fee
You are responsible for paying any AAA filing, administrative, and arbitrator fees, as set forth in the AAA Rules.

No Class Action
Both you and OfferSherpa.com agree that claims will only be brought individually, not as part of a class or representative proceeding. The arbitrator may not consolidate multiple claims or preside over a class proceeding.

Enforceability
If the No Class Action provision or the entire Dispute Resolution provision is deemed unenforceable, the remaining terms will apply, and the exclusive jurisdiction and venue will be determined by the provisions above.

Right to Opt-Out of Arbitration and Class Action/Jury Trial Waiver
You may opt out of the arbitration and class action/jury trial waiver by notifying us in writing within 30 days of registering for the Services. To do so, send a written notice with your Account username, name, address, telephone number, email, and a statement confirming your decision to opt out.

International Users
OfferSherpa.com makes no representation that the Platform is appropriate for use outside the United States. If you access the Platform from abroad, you are responsible for complying with local laws and regulations.

Feedback and Reporting Misconduct
We welcome feedback, comments, and suggestions (“Feedback”) about the Platform or Services. By submitting Feedback, you acknowledge and agree that all Feedback will be the exclusive property of OfferSherpa.com, and you assign all intellectual property rights related to it to OfferSherpa.com.

General
Failure to enforce any provision of these Terms does not constitute a waiver. Any waiver must be in writing and signed by OfferSherpa.com. If any part of these Terms is invalid or unenforceable, the remaining provisions will remain in effect.

Certain features of the Sites or Services may have different terms and conditions, which will take precedence in case of a conflict.

By registering or accepting these Terms, you electronically execute the agreement under the U.S. Electronic Signatures in Global and National Commerce Act (E-Sign Act).

Notice to California Residents
California residents may contact the Complaint Assistance Unit of the California Department of Consumer Affairs at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by phone at (800) 952-5210 for assistance with complaints or further information.

Entire Agreement
These Terms constitute the entire agreement between OfferSherpa.com and you regarding the Services and supersede any prior agreements.

Disclaimer
The original, legally binding version of these Terms is in English. If translated into other languages, the English version will take precedence in case of discrepancies.