SCALECART TERMS AND CONDITIONS

Operated by Adfluence LLC

Effective Date: 5/13/26   |   Last Updated: 5/13/26

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING "I AGREE," CHECKING THE ACCEPTANCE BOX, CREATING AN ACCOUNT, OR ACCESSING OR USING SCALECART, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 18. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICE.

1. Acceptance of Terms; Eligibility

These Terms and Conditions (the "Terms" or "Agreement") form a binding legal agreement between Adfluence LLC, a Florida limited liability company ("Adfluence," "Company," "we," "us," or "our"), and the individual or entity ("you," "User," "Customer," or "Subscriber") who accesses, registers for, or uses the ScaleCart software-as-a-service platform, its websites, related tools, integrations, APIs, and any associated services (collectively, the "Service" or "ScaleCart").

You represent and warrant that you are at least eighteen (18) years of age, have full legal capacity to enter into binding contracts, and, if you are using the Service on behalf of a business or other legal entity, that you have full authority to bind that entity to these Terms. You further represent that you are not barred from receiving services under the laws of the United States or any other applicable jurisdiction.

Adfluence may, at its sole discretion, refuse service to anyone, decline to provision an account, or suspend or terminate any account at any time, with or without notice and with or without cause.

2. Definitions

- "Account" means the User's registered profile and credentials used to access ScaleCart.

- "End User" or "Visitor" means any third party who interacts with content, funnels, pages, forms, or offers that you create, host, publish, or distribute through the Service.

- "User Content" means any and all text, copy, images, video, audio, code, scripts, tracking pixels, marketing claims, product offers, pricing, disclaimers, terms, privacy notices, sales pages, upsells, downsells, order forms, checkout flows, email or SMS messages, chatbot scripts, lead magnets, courses, products, services, customer data, contact lists, or any other material or data that you create, upload, transmit, publish, distribute, sell, store, process, or otherwise make available through the Service.

- "Funnels" means any landing page, sales page, checkout page, order form, upsell or downsell sequence, opt-in form, or related web property built, hosted, or distributed using the Service.

- "Subscription Fees" means the recurring fees payable for access to the Service, as set forth on the applicable order page, pricing page, or order form at the time of purchase.

3. Account Registration and Security

To use the Service you must register for an Account and provide accurate, current, and complete information. You agree to keep this information up to date at all times. You are solely responsible for safeguarding your login credentials, for all activities that occur under your Account (whether or not authorized by you), and for any losses arising from unauthorized use. You agree to notify Adfluence immediately of any actual or suspected unauthorized use of your Account.

You may not share, resell, sublicense, or otherwise make your Account available to any third party except authorized employees or contractors acting on your behalf and bound by terms at least as protective as these Terms.

4. License Grant

Subject to your continuous compliance with these Terms and timely payment of all Subscription Fees, Adfluence grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription. All rights not expressly granted are reserved by Adfluence.

You shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Service; (b) reverse engineer, decompile, or disassemble any portion of the Service; (c) access the Service to build a competing product or service; (d) remove or alter any proprietary notices; (e) use the Service in violation of any applicable law or third-party right; or (f) circumvent any technical limitations or usage caps.

5. Subscription, Fees, Renewals, and Refunds

Access to the Service is sold on a subscription basis. You authorize Adfluence and its third-party payment processors to charge your designated payment method on a recurring basis for all Subscription Fees, applicable taxes, overage charges, add-ons, and any other fees disclosed at the point of purchase or in your Account.

SUBSCRIPTIONS RENEW AUTOMATICALLY at the end of each billing cycle (monthly, annual, or otherwise) at the then-current rate until cancelled by you through your Account settings. You are responsible for cancelling before the next renewal date if you do not wish to continue. Cancellation takes effect at the end of the then-current billing period; the Service remains available through that date.

ALL FEES ARE NON-REFUNDABLE. Except where required by applicable law, Adfluence does not provide refunds, credits, or prorated returns for partial months, unused features, downgrades, or cancellations. You acknowledge that this no-refund policy is a material term and a basis of the bargain between the parties.

Adfluence may change its pricing, plan structure, included usage, or fees at any time upon notice (which may be provided by email, in-Service notification, or posting on the website). Continued use of the Service after such notice constitutes acceptance of the revised pricing.

Failure to pay any amount when due may result in suspension or termination of your Account, deletion of User Content, loss of access to Funnels and stored data, and referral to collections. You agree to pay all reasonable costs of collection, including attorneys' fees.

6. Taxes

All fees are exclusive of any sales, use, value-added, GST, excise, withholding, or similar taxes, levies, or duties imposed by any taxing authority. You are solely responsible for the assessment, collection, reporting, and remittance of all taxes associated with your use of the Service, your sales to End Users, and your business operations generally, including but not limited to sales tax on goods or services you sell through Funnels. If Adfluence is legally required to collect or pay any such taxes, the amount shall be invoiced to and paid by you.

7. User Content; Sole Responsibility and Accountability

This Section 7 is the central allocation of responsibility under these Terms. You acknowledge and agree that it is a material inducement to Adfluence to provide the Service and that, but for the allocations set forth below, Adfluence would not enter into this Agreement on the pricing or terms offered.

7.1 Ownership of User Content

As between you and Adfluence, you retain all right, title, and interest in and to your User Content, subject to the license granted to Adfluence in Section 7.2. Adfluence claims no ownership of your Funnels, copy, offers, lists, customer data, or products.

7.2 License to Adfluence

You grant Adfluence a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable license to host, store, copy, transmit, display, reproduce, modify (solely for technical formatting), and otherwise use your User Content solely as necessary to (a) provide, maintain, and improve the Service; (b) deliver Funnels and content to End Users you direct; (c) comply with applicable law and lawful requests; and (d) enforce these Terms.

7.3 Sole Responsibility

YOU ARE SOLELY, FULLY, AND EXCLUSIVELY RESPONSIBLE for all User Content and for everything you publish, send, sell, market, promote, host, or otherwise make available through the Service. This includes, without limitation:

- the accuracy, truthfulness, and substantiation of every claim, statement, testimonial, earnings claim, health claim, performance claim, before-and-after representation, statistic, scarcity claim, urgency claim, social-proof claim, guarantee, or promise made anywhere in your Funnels, ads, emails, SMS messages, or any other communication;

- the legality, quality, safety, fitness, and conformity of any product, service, digital good, course, subscription, coaching offer, supplement, financial product, investment opportunity, real estate offer, or other item you sell, offer, or market through the Service;

- the lawfulness of your business model, including any affiliate, multi-level, network-marketing, dropshipping, lead-generation, reseller, or revenue-share arrangement;

- all advertising, marketing, promotional, and sales practices, including endorsements, testimonials, comparative claims, native advertising disclosures, sponsored-content disclosures, and influencer disclosures;

- all consumer disclosures required by applicable law, including but not limited to FTC Endorsement Guides, FTC Act Section 5 prohibitions on unfair and deceptive practices, "Made in USA" rules, MAP and pricing rules, automatic-renewal and "negative option" rules (including the federal ROSCA, California ARL, and similar state laws), cooling-off rules, refund-policy disclosures, and material-connection disclosures;

- compliance with all email, SMS, push-notification, and telemarketing laws, including the CAN-SPAM Act, TCPA, state mini-TCPAs, CASL (Canada), PECR and UK GDPR (United Kingdom), GDPR (EEA), Australia's Spam Act, and all consent, opt-in, opt-out, sender-identification, suppression-list, and recordkeeping requirements;

- all privacy and data-protection obligations relating to End Users, leads, and customers, including CCPA/CPRA, GDPR, PIPEDA, HIPAA (where applicable), COPPA, state biometric and consumer-privacy laws, cross-border transfer requirements, cookie and tracking-consent requirements, data-subject rights, breach notification, and your role as a "controller," "business," or equivalent under such laws;

- the legality of accepting payments for your goods and services, including compliance with PCI-DSS as applicable, card-network rules, processor terms, prohibited-business categories, chargeback liability, and any required licensing for regulated products (e.g., financial services, securities, lending, insurance, cannabis, CBD, firearms, alcohol, tobacco, gambling, adult content, pharmaceuticals, or supplements);

- all intellectual-property clearances, including any trademark, copyright, right of publicity, name and likeness, music-licensing, stock-image, font-licensing, AI-generated-content, or model-release requirements for materials used in your Funnels and ads;

- the accessibility of your Funnels under applicable accessibility laws (including ADA, WCAG, and EU EAA), and the suitability of your content for minors and protected classes;

- all tax obligations on sales made through your Funnels, including sales tax, VAT, GST, and indirect-tax registration, collection, and remittance;

- all customer-service, fulfillment, shipping, refund, and post-sale obligations to your End Users, regardless of any representation in your Funnels;

- all use of artificial intelligence, machine learning, generated content, voice cloning, or synthetic media, and any disclosure or labeling required by applicable law; and

- the conduct of any employee, contractor, agency, affiliate, joint-venture partner, or other third party acting under your Account or with your credentials.

7.5 No Legal, Financial, or Business Advice

Nothing on the Service, in our documentation, training materials, templates, sample Funnels, swipe copy, scripts, AI suggestions, or communications constitutes legal, accounting, tax, financial, marketing-compliance, medical, or business advice. Templates and examples are provided AS IS for illustrative purposes only. You are solely responsible for determining whether any template, sample, or AI-generated output is appropriate, accurate, lawful, and compliant for your specific business, jurisdiction, audience, and offer, and for engaging your own qualified professional advisors.

7.6 Customer Data You Collect

You are the controller of (and, where applicable under data-protection law, the "business" or "data controller" with respect to) all End User data you collect, import, or process through the Service. You represent and warrant that you have all rights, consents, lawful bases, and disclosures necessary to collect, transmit, and process such data through the Service, including any required cookie or tracking consent, opt-in for marketing communications, and notice of data sharing with service providers.

8. Prohibited Uses

You agree not to use the Service, and not to permit any third party to use the Service through your Account, to engage in or facilitate any of the following:

- any activity that violates any local, state, national, or international law, regulation, or order, or any third-party right (including IP, privacy, publicity, or contract rights);

publishing, transmitting, or selling any content or offer that is deceptive, fraudulent, unfair, misleading, defamatory, libelous, obscene, hateful, harassing, threatening, or that constitutes incitement to violence;

-promoting, selling, or facilitating the sale of: illegal drugs or controlled substances; counterfeit or stolen goods; firearms, ammunition, or weapons not lawfully sold; unregulated financial products, unregistered securities, or "get-rich-quick" schemes; chain letters, pyramid or Ponzi schemes; unauthorized lottery or gambling services; "miracle cures," unapproved health products, or other regulated goods sold without required authorization;

- sending unsolicited commercial email, SMS, MMS, RCS, voice calls, or other communications in violation of CAN-SPAM, TCPA, CASL, GDPR/PECR, or any other applicable law, or transmitting communications without verifiable, documented opt-in or other lawful basis;

- importing, uploading, scraping, purchasing, or using contact lists, leads, or End User data obtained without proper consent or legal basis, including any "purchased lists," "scraped emails," or "co-registration" data not compliant with applicable law;

- uploading or transmitting any virus, worm, malware, malicious code, or content designed to harm or impair the Service or any third party;

- using bots, scrapers, automated scripts, or AI agents to access the Service in violation of rate limits or in a manner that imposes an unreasonable load on infrastructure;

- processing, storing, or transmitting payment-card data, protected health information ("PHI"), children's personal information, biometric identifiers, or other sensitive data except in full compliance with applicable law and any applicable Adfluence data-handling policies;

- attempting to circumvent payment, usage limits, or any technical, security, or access-control measures;

- using the Service to facilitate phishing, identity theft, account takeovers, social-engineering attacks, or any other deceptive or fraudulent activity; or

- engaging in any activity that, in Adfluence's reasonable judgment, is likely to expose Adfluence, its affiliates, its other customers, or its payment processors to legal liability, brand damage, network-rule violations, or

regulatory action.

Adfluence may, in its sole discretion and without prior notice, investigate, suspend, throttle, remove content, disable Funnels, terminate Accounts, and report unlawful activity to authorities or affected third parties.

9. Payment Processing; Funnel Transactions

ScaleCart enables you to build Funnels and order forms that may accept payments from End Users. ADFLUENCE IS NOT A BANK, MONEY TRANSMITTER, MONEY SERVICES BUSINESS, OR PAYMENT PROCESSOR. All payments made by End Users through your Funnels are processed by third-party payment processors (such as Stripe, PayPal, Authorize.Net, or others) under separate agreements between you and those processors. Adfluence does not take possession of, hold, or have any responsibility for the settlement, transmission, or remittance of funds.

You are solely responsible for: (a) establishing and maintaining your own merchant accounts and payment-processor relationships; (b) complying with all applicable card-network rules, processor terms, and PCI-DSS obligations; (c) all chargebacks, refunds, ACH returns, fraud claims, disputes, fines, and reserves arising from transactions originated through your Funnels; (d) all customer-service obligations to End Users, including delivering goods or services as promised and honoring refund or return policies; and (e) any fees, holdbacks, or rolling reserves imposed by your processors.

Adfluence may, but is not obligated to, suspend, throttle, or disable payment-related functionality on your Account if Adfluence reasonably believes that your Funnels, offers, chargeback rates, or business practices pose a risk to the Service, to its payment-processor relationships, or to End Users.

10. Third-Party Services and Integrations

The Service may interoperate with or link to third-party products, APIs, integrations, marketplaces, fulfillment providers, AI models, ad platforms, analytics tools, email or SMS gateways, or other services ("Third-Party Services"). Third-Party Services are governed by their own terms and privacy policies, are provided by independent third parties, and are not under Adfluence's control. Adfluence makes no representation or warranty regarding any Third-Party Service and disclaims any liability arising from your use of, or inability to use, any Third-Party Service. Your relationship with any Third-Party Service provider is solely between you and that provider.

11. Adfluence Intellectual Property

The Service, including all software, source code, designs, page templates, funnel templates, "ScaleCart," "Adfluence," related logos and marks, documentation, look and feel, and any feedback, suggestions, ideas, or improvements you provide ("Feedback"), is and shall remain the exclusive property of Adfluence and its licensors. You hereby assign to Adfluence all right, title, and interest in any Feedback. No rights are granted by implication, estoppel, or otherwise except as expressly stated in these Terms.

12. Privacy and Data Handling

Adfluence's collection and use of personal information in connection with the Service is described in our Privacy Policy, available at the URL designated by Adfluence and incorporated into these Terms by reference. To the extent applicable data-protection law requires a data processing agreement or addendum between you and Adfluence for the processing of End User personal data, the terms of Adfluence's standard Data Processing Addendum ("DPA"), as updated from time to time, shall apply and are incorporated herein by reference. You are responsible for executing the DPA where required by law.

13. DMCA and Copyright Complaints

Adfluence respects the intellectual-property rights of others. If you believe that material on the Service infringes your copyright, you may submit a notice under the Digital Millennium Copyright Act to Adfluence's designated agent, including all information required by 17 U.S.C. § 512(c)(3). Adfluence will respond to valid notices and may, in appropriate circumstances, terminate the Accounts of repeat infringers.

14. Disclaimer of Warranties

THE SERVICE, INCLUDING ALL SOFTWARE, TEMPLATES, SAMPLES, AI-GENERATED OUTPUTS, AND THIRD-PARTY MATERIALS, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ADFLUENCE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS (THE "ADFLUENCE PARTIES") DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE ADFLUENCE PARTIES DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY DATA WILL BE PRESERVED OR ACCURATE, OR THAT YOUR USE OF THE SERVICE WILL PRODUCE ANY PARTICULAR RESULT, INCLUDING ANY LEVEL OF SALES, CONVERSIONS, INCOME, OR BUSINESS OUTCOMES. ANY EXAMPLES, TEMPLATES, OR CASE STUDIES PROVIDED ARE FOR ILLUSTRATIVE PURPOSES ONLY AND ARE NOT A GUARANTEE OF RESULTS.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE ADFLUENCE PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, ANTICIPATED SAVINGS, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF AN ADFLUENCE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL AGGREGATE LIABILITY OF THE ADFLUENCE PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS COMBINED, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO ADFLUENCE FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

These limitations apply notwithstanding the failure of essential purpose of any limited remedy and form an essential basis of the bargain between the parties. Some jurisdictions do not allow the exclusion or limitation of certain damages; in such jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

16. Indemnification by You

You agree to defend, indemnify, and hold harmless the Adfluence Parties from and against any and all claims, demands, actions, investigations, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs), arising out of or in any way related to:

- your User Content, Funnels, ads, emails, SMS messages, offers, products, services, refund practices, or any claim or representation made by you or on your behalf;

- any actual or alleged violation by you of any law, regulation, rule, order, code, industry standard, or third-party right, including those listed in Sections 7 and 8;

- any dispute or claim asserted by an End User, customer, lead, subscriber, employee, contractor, agency, affiliate, or other third party arising out of or related to your business, your offers, your data practices, your communications, or your use of the Service;

- any chargeback, ACH return, refund, fraud claim, processor fine, network-rule violation, or assessment relating to transactions originated through your Funnels;

- any actual or alleged infringement, misappropriation, or violation by your User Content of any intellectual property, publicity, privacy, or other right of any third party;

- any breach by you of these Terms or any representation, warranty, or covenant made herein; and

- the acts or omissions of any person accessing the Service using your Account or credentials.

Adfluence reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Adfluence in asserting any available defenses. You shall not settle any matter that imposes any obligation on, or admits fault by, any Adfluence Party without Adfluence's prior written consent.

17. Suspension and Termination

Adfluence may suspend, throttle, restrict, or terminate your Account, your access to the Service, and/or any specific Funnel or feature at any time, with or without notice, for any reason or no reason, including without limitation if Adfluence believes you have violated these Terms, presented a risk to the Service or to third parties, or failed to pay any amount when due.

You may terminate your Account at any time by following the cancellation procedure within the Service. Upon termination for any reason: (a) all licenses granted to you immediately cease; (b) you must immediately stop using the Service; (c) Adfluence may delete your User Content, Funnels, and data after a reasonable retention period; (d) any unpaid fees become immediately due and payable; and (e) the sections that by their nature should survive termination (including Sections 5–18) shall survive.

Adfluence has no obligation to maintain backups, exports, or copies of User Content after termination, and you are solely responsible for exporting and backing up any data you wish to retain prior to termination.

18. Binding Arbitration; Class Action Waiver; Jury Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES INDIVIDUALLY WITH ADFLUENCE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including its formation, interpretation, breach, or termination, and including statutory, common-law, and equitable claims (each, a "Dispute") shall be resolved exclusively by final and binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, if applicable, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Florida or, at your election, by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.

CLASS ACTION WAIVER. YOU AND ADFLUENCE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of multiple parties and may not preside over any form of representative or class proceeding.

JURY TRIAL WAIVER. To the extent any Dispute is permitted to proceed in court rather than arbitration, the parties knowingly and voluntarily waive any right to a trial by jury.

Notwithstanding the foregoing, either party may bring an individual action in small-claims court for any claim within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information.

OPT-OUT. You may opt out of this arbitration agreement by sending written notice to Adfluence at the address designated in Section 21 within thirty (30) days after first accepting these Terms. The notice must include your name, the email associated with your Account, and a clear statement that you wish to opt out of arbitration.

19. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles. Subject to Section 18, the exclusive venue for any action permitted to be brought in court shall be the state and federal courts located in Pinellas County Florida], and the parties consent to personal jurisdiction in those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. Modifications to the Service and Terms

Adfluence may modify, add, suspend, or discontinue any feature of the Service at any time. Adfluence may also revise these Terms at any time by posting the updated Terms within the Service or on its website and updating the "Last Updated" date. Material changes will be communicated by reasonable means (such as in-Service notification or email). Your continued use of the Service after the effective date of any revision constitutes your acceptance of the revised Terms. If you do not agree to the revisions, you must stop using the Service and may cancel your subscription as provided herein.

21. General Provisions

21.1 Entire Agreement

These Terms, together with any order form, pricing page, Privacy Policy, DPA, and any policies referenced herein, constitute the entire agreement between you and Adfluence and supersede all prior or contemporaneous agreements, understandings, or communications, written or oral, regarding the subject matter hereof.

21.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. If the class-action waiver in Section 18 is held unenforceable as to a particular claim, that claim shall be severed and proceed in court while all other claims remain in arbitration.

21.3 No Waiver

No failure or delay by Adfluence in exercising any right under these Terms shall operate as a waiver of that right.

21.4 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Adfluence's prior written consent. Adfluence may freely assign these Terms, in whole or in part, including in connection with a merger, acquisition, financing, or sale of assets.

21.5 Force Majeure

Neither party shall be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failure, cyberattack, or labor action.

21.6 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, employment, or fiduciary relationship between you and Adfluence.

21.7 No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties and their permitted successors and assigns, and no third party (other than the Adfluence Parties, who are intended beneficiaries of Sections 14, 15, and 16) shall have any right to enforce any provision hereof.

21.8 Electronic Communications and Signatures

Electronic Communications and Signatures

You consent to receive communications from Adfluence electronically, including by email and in-Service notifications, and you agree that all agreements, notices, disclosures, and communications provided electronically satisfy any legal requirement that they be in writing. By checking the acceptance box, clicking "I Agree," or otherwise indicating assent, you are executing these Terms electronically and your action has the same legal force and effect as a handwritten signature.

21.9 Notices

Notices to you may be sent to the email associated with your Account or posted within the Service. Notices to Adfluence must be sent in writing to: Adfluence LLC, 2363 stag run blvd Clearwater Florida, Attn: Legal, with a copy by email to [email protected].

21.10 Headings; Interpretation

Notices to you may be sent to the email associated with your Account or posted within the Service. Notices to Adfluence must be sent in writing to: Adfluence LLC, 2363 stag run blvd Clearwater Florida, Attn: Legal, with a copy by email to [email protected].

21.11 Export Controls; Sanctions

You represent and warrant that you are not located in, or a resident or national of, any country subject to a U.S. government embargo, and that you are not on any U.S. government list of restricted or sanctioned parties. You agree to comply with all applicable export-control and sanctions laws.

21.12 U.S. Government End Users

The Service is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202. U.S. government end users acquire the Service with only those rights set forth in these Terms.

22. Acknowledgment and Click-Through Consent

BY CHECKING THE "I AGREE" BOX, CLICKING A BUTTON SIGNIFYING ACCEPTANCE, CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING SCALECART, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT:

- you have read, understood, and had a reasonable opportunity to seek independent legal advice regarding these Terms;

- you accept and agree to be legally bound by every provision of these Terms, including the disclaimer of warranties, limitation of liability, indemnification, binding arbitration, class-action waiver, and jury-trial waiver;

- you are solely and fully responsible for all User Content, Funnels, offers, marketing claims, messaging, products, services, customer-service obligations, and regulatory compliance associated with your use of the Service, and you will not seek to shift any such responsibility to Adfluence; and

- your electronic acceptance constitutes a valid and enforceable signature with the same legal effect as a handwritten signature.


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Disclaimer:

This guide is provided for informational purposes only and does not constitute financial, investment, or legal advice. The content is based on research and personal experience and is intended to share general information about financial concepts and strategies. Individual financial situations vary, and it’s important to consult a qualified financial advisor before making any investment or financial decisions. We do not guarantee specific results, and all investments carry risk. The creators and distributors of this guide are not responsible for any losses or damages resulting from actions taken based on its contents.