Terms of Service

These Invite Terms of Service (the "Agreement") are a binding agreement between you ("End User" or "you") and Invite Technologies, Inc. ("Invite"). This Agreement governs your use of the Invite application and related services offered through that application, (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY DOWNLOADING, INSTALLING, OR USING THE APPLICATION AND/OR OTHERWISE INDICATING YOUR CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND, (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERM “ADVERTISER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES DESCRIBED HEREIN.

SECTION 8 OF THIS AGREEMENT CONTAINS PROVISIONS REGARDING NONSOLICITATION AND NONCIRCUMVENTION OF THE CONTRACTUAL RELATIONSHIPS ESTABLISHED BETWEEN INVITE AND THE PARTIES AS A CONSEQUENCE OF YOUR USE OF THE APPLICATION AND SERVICES (AS DEFINED HEREIN). IF YOU DO NOT AGREE TO THE TERMS OF THIS PROVISION, DO NOT DOWNLOAD, INSTALL OR USE THIE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

SECTION 9 OF THIS AGREEMENT CONTAINS PROVISIONS REGARDING A SERVICE FEE PAYABLE BY YOU TO INVITE IN ACCORDANCE WITH YOUR USE OF THE APPLICATION AND SERVICES (AS DEFINED HEREIN). IF YOU DO NOT AGREE TO THIS SERVICE FEE AND THE RELATED PAYMENT AND REPORTING OBLIGATIONS, DO NOT DOWNLOAD, INSTALL, OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

Your access to and use of the Application and Services (as defined in Section 1 below) is subject to this Agreement and may be modified or update by Invite from time to time, effective upon posting an updated version of this Agreement and/or applicable addenda. You are responsible for updating contact information and regularly reviewing the Agreement and any applicable addenda for updates and information from Invite. Continued use of the Application and Services after any such modifications or updates shall constitute your consent to such changes.

1. Services. Invite makes available certain proprietary technology services that facilitate that connection and relationship between third party companies and marketers (“Advertisers”) with influencers, endorsers, and other third party promoters and content creators (“Content Creators”) for the purposes of utilizing such Content Creators to promote the goods and/or services of the Advertiser across the Content Creators’ network of social media accounts and to the Content Creators’ followers and/or subscribers (the “Services”). Invite’s Application uses proprietary algorithms to match Advertisers and Content Creators based on the preferences, ratings, and reviews of each party. When matched, the Application enables Advertisers and Content Creators to chat with, engage via contract, review, and compensate each other for the contracted promotional services offered by one party to the other. The Services may also include the ability to access and use template, or to create custom, contract terms so that the Advertisers and Content Creators may memorialize their relationship. End Users of the Application agree that Invite does not provide direct marketing or promotional services on behalf of either Advertisers or Content Creators. Rather, Invite provides technology services that enable Advertisers and Content Creators to connect with one another to promote the products and/or services of the Advertisers. Additionally, you acknowledge and agree that any template contract terms provided by Invite in connection with the Application and Services are for your convenience only and do not constitute legal advice or counsel. You are strongly encouraged to seek the advice of legal counsel before entering into any agreement with any third party, including through the use of any template contract terms provided for your convenience in connection with the Application and Service. You agree to use the Application and Services as the exclusive means of written communication with the Advertisers and/or Content Creators in relation to any transactions closed as a result of your introduction through the Application, including with respect to completing any agreements or contracts in connection therewith (regardless of if such agreements or contracts use templates provided by Invite for your convenience). Your access to and use of the Application is governed by Invite’s Privacy Policy[] , which is incorporated herein by this reference.

2. License Grant. Subject to the terms of this Agreement, Invite grants you a limited, non-exclusive, and nontransferable license to:

(a) download, install, and use the Application for use on a single, compatible mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation; and,

(b) access, stream, download, and use on such Mobile Device the content and Services (as defined in Section 1) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such content and Services as set forth in Section 1.

3. License Restrictions. You shall not:

(a) copy the Application, except as expressly permitted by this license;

(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or,

(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.

4. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Invite and its licensors and service providers reserve and shall retain its and their respective entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

5. Access to Application and Account Security. Invite reserves the right to withdraw or amend the Application, and any Service or material we provide on or through the Application, in our sole discretion without notice. Invite will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Application, including supplying compatible equipment and internet access. To access the Application, you may be asked to provide certain registration details or other information. It is a condition of your use of the Application and the Services that all information you provide on the Application and in connection with the Services be correct, current, and complete. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person or entity with access to this Application or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You should use particular causing when accessing your account from a public or shared Mobile Device so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by Invite, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

6. User Contributions; Monitoring.

(a) User Contributions. The Application contains features that enable you to match with Advertisers and/or Content Creators, engage in conversations via chat, and other interactive features that, in addition to the content added to your user account, allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, “User Contributions”) on or through the Application and Services. For the sake of clarity, if uploaded by you, User Contributions may include your trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia, social media content, and any other materials used by you in connection with your account on the Application and in connection with the Services. All User Contributions must comply with the Acceptable Use Policy set out in Section 7 below. Any User Contributions you post to the Application will be considered non-confidential and non-proprietary. By providing any User Contribution on the Application, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose in accordance with the terms and conditions of this Agreement, including the provision of the Services. You represent and warrant that: (i) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns; and, (ii) all of your User Contributions do and will comply with the terms and conditions of this Agreement including, but not limited to, the Acceptable Use Policy set out in Section 7 below. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Invite, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Application and Services.

(b) Monitoring and Enforcement; Termination. Invite reserves the right to: (i) remove or refuse to post any User Contributions for any or no reason in our sole discretion; (ii) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe such User Contribution violates this Agreement, including the below Acceptable Use Policy, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Application, Services, or the public, or could create liability for Invite; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Application or Services; and, (v) terminate or suspend your access to all or part of the Application or Services for any violation of this Agreement. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Application or Services. BY DOWNLOADING, INSTALLING, AND USING THE APPLICATION AND SERVICES, YOU AGREE TO WAIVE AND HOLD HARMLESS INVITE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. However, we cannot review all material before it is posted on the Application or through the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Invite assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Invite has no liability or responsibility to anyone for performance or non-performance of the activities described in this Section.

(c) Feedback. You may, but are not obligated to, provide or otherwise make available to Invite feedback, suggestions, comments, ideas, or other concepts relating to the Application and Services (“Feedback”). However, to the extent you provide or otherwise make available Feedback to Invite or its affiliates, you hereby grant Invite and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable, transferrable right to use and otherwise exploit such Feedback.

7. Acceptable Use Policy. Use of the Application and Services is subject to the following Acceptable Use Policy, which applies to any and all User Contributions. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing (including by spamming), bullying, violent, hateful, inflammatory, or otherwise objectionable.
Promote sexually explicit or pornographic material, violence, or discrimination based on race, color, ethnicity, sex, gender expression, religion, philosophical beliefs, nationality, disability, sexual orientation, age, or generic information.
Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with this Agreement and our Privacy Policy[JD4] .
Be likely to deceive or defraud any person.
Promote any illegal activity, or advocate, promote, or assist any unlawful act.
Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

11. NON-SOLICITATION AND NON-CIRCUMVENTION. You acknowledge and agree that the Application and Services are intended to facilitate the connection between Advertisers and Content Creators to enable both parties to engage in successful sponsorship, promotional, and endorsing relationships. As a result of your use of the Application and Services, you will be introduced to matches with third parties that have the potential to be valuable business relationships, the introduction to whom was reliant on Invite’s proprietary technology services. You further acknowledge and agree that efforts to circumvent this Agreement, including the fees payable to Invite for your use of the Application and Services in connection with the sponsorship, promotional, and endorsing relationships that result from such use, will cause significant harm to Invite. You understand that to the extent you, directly or indirectly, through managers, agents, or any other representatives, enter into any transaction with whom you’ve been introduced through the Application that is similar to, or in competition with, Invite or the terms of this Agreement, such transaction is subject to the Fees and Payments as stated in Section 9 below, and you further agree that you will not, directly or indirectly, on behalf of any person or entity, enter into any transaction which otherwise could have the effect of preventing Invite from receiving the full benefit of the contractual arrangement that is given rise to by nature of your acceptance of the terms and conditions, or cause, induce, solicit, or encourage (“Solicit”), or attempt to Solicit, using any form of oral, written, or electronic communications, any third party to whom you have been introduced through the Application or Services to terminate or materially alter an existing business or contractual relationship with Invite, including the circumvention of this Agreement. For the sake of clarity, if you match with an Advertiser or Content Creator through the Application and use of the Services, it shall be a breach of this Section 8 for you to enter into an agreement, whether in writing or oral and whether express or implied, with such Advertiser or Content Creator outside of the Application in connection with sponsorship, promotional, or endorsing, or other similar services in any manner that excludes Invite from its right to be paid the fees as set forth in Section 8 below. To the extent you can show through reliable written evidence that you had a pre-existing relationship with the Advertiser or Content Creator to perform the same or substantially similar services to those for which you are matched through the Application or Services, such future engagement during the term that this Non-Solicitation Clause is in effect shall not constitute a violation of this Section 8. Invite’s remedy for your violation of this Section 8, in addition to any other remedies available in law or equity, shall be the right to receive the fees specified in Section 8, plus any and all costs incurred by Invite for the enforcement of this Section 8 including attorneys’ fees and collection costs.

13. Fees and Payment.

(a) Fees. You agree to pay Invite a service fee in the amount of ten percent (10.00%) on all transactions closed between you and any third party to whom you have been introduced through the Application or Services, including as a result of the matching features made available by Invite through the Application and Services. All payments shall be made in US dollars in accordance with Invite’s instructions available within the Application.[JD5] After termination or expiration of this Agreement for any reason, Invite shall be entitled to continue to receive its service fee based on such third party agreements as stated in this Section, and Invite shall be entitled to this post-termination service fee for so long as you continue to receive revenues under such third party agreements, as well as from any renewals, modifications, continuations or extensions thereof.

14.

(a) Late Payment. If you fail to make any payment when due, without limited Invite’s other rights and remedies: (i) Invite may charge interest on the past due amount at the rate of one and one-half percent (1.50%) per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) you shall reimburse Invite for all reasonable costs incurred by Invite in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and, (iii) if such failure continues for thirty (30) days or more, Invite may suspend your access to any portion or all of the Services until such amounts are paid in full.

(b) Taxes. All fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are solely responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Invite’s income.

(c) Auditing Rights and Required Records. You agree to maintain complete and accurate records in accordance with generally accepted accounting principals during the Term of this Agreement (as defined in Section 15 below) and for a period of three (3) years after the termination or expiration of this Agreement with respect to any and all transactions between you and any third party concluded as a result of your use of the Application and the Services, including any introduction facilitated as a result of a match in connection therewith. You agree to provide a monthly revenue report on the 15th of each month with respect to the revenue generated as a result of your use with the Application. Invite may request, to the extent available, login access to your sale system for the purpose of tracking such sales and revenue generated as a result of your use of the Application. Invite, or independent public accountants retained by Invite, may also, at Invite’s own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that you have underpaid Invite with respect to any amounts due and payable hereunder, you shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 9(b). You shall further pay for the costs of the audit if the audit determines that your underpayment equals or exceeds five percent (5.00%). Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of three (3) years after the termination or expiration of this Agreement.

15. No Agency Relationship. You understand and acknowledge that Invite’s platform is for the purpose of connecting brands and content creators, and does not, will not act in the capacity of talent or employment agent, and that nothing in this Agreement shall be construed to establish an agency, or joint venture or partnership relationship between the Parties.

16. Collection and Use of Your Information. You acknowledge that when you download, install, or use the Application, Invite may use automatic means (including, for example, cookies, and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy[JD6] . By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Notwithstanding anything to the contrary in this Agreement, Invite may monitor your use of the Services and collect and compile Aggregated Statistics. “Aggregated Statistics” means data and information related to your use of the Application and Services that is used by Invite in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision of the Application and Services. As between Invite and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Invite. You acknowledge and agree that Invite may compile Aggregated Statistics based on data input by you, directly or indirectly (e.g., via linking your social media accounts), into the Services. You further agree that Invite may (a) make Aggregated Statistics publicly available in compliance with applicable law, and (b) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

17. Geographic Restrictions. The Services are based in the State of New York in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Application and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Application and Services from outside the United States, you are responsible for compliance with local laws.[JD7]

18. Updates. Invite may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Invite has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

19. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Invite is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Invite does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

20. Copyright Infringement. We are a provider of an interactive computer service for purposes of 47 U.S.C. § 230. As such, its liability for others' conduct and information is limited as described in that statute. Further, we are a service provider pursuant to the Digital Millennium Copyright Act. Pursuant to the Digital Millennium Copyright Act. If you are a copyright owner and believe that any content on the Application infringes upon your copyrights, you may submit a notification to us pursuant to the Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"). To provide us notice of an infringement, you must provide a written communication to us at:

Invite Technologies, Inc.

ATTN: DMCA Infringement Notification

5510 Merrick Road

Massapequa, NY 11758

or send an email with the subject line “DMCA Infringement Notification” to [INSERT EMAIL] that includes substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Application, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted materials is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and, (g) a statement, under penalty of perjury, that you are, or are authorized to act on behalf of, the copyright owner. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that you may be liable for damages (including costs and attorneys' fees) if you knowingly materially misrepresent that material or an activity on the Application is infringing your copyright.

If you believe that material you posted on the Application was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. If you send a physical written notification, please use the following as an alternate attention line: “ATTN: DMCA Counter Notice.” If you send an email, please use the subject line “DMCA Counter Notice.” Pursuant to the DMCA, the Counter Notice must include substantially the following: (i) your physical or electronic signature; (ii) an 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 disabled; (iii) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (iv) a statement, under penalty of perjury, that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and, (v) a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Application may be legally downloaded) and that you will accept service from the person (or an agent of that person) who provided Invite with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Application was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

21. Term and Termination.

(a) The term of Agreement commences when you download and install the Application or you otherwise indicate your acceptance of the terms and conditions of this Agreement and will continue in effect until terminated by you or Invite as set forth in this Section 15 (the “Term”).

(b) You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device.

(c) Invite may terminate this Agreement at any time without notice if it ceases to support the Application, which Invite may do in its sole discretion or if Invite ceased to do business in the normal course. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate; and

(ii) you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

(e) Termination will not limit any of Invite's rights or remedies at law or in equity including, but not limited to, Invite’s right to receive payment for any transactions closed by you as a result of introductions made through the Application or Services in accordance with Section 9(a), regardless of if such transaction takes effect following the termination or expiration of this Agreement.

22. Confidentiality.

(a) Confidential Information. “Confidential Information” means any non-public information about the party disclosing such information (the “Disclosing Party”), its business, vendors, customers, products, services, and employees; its finances, costs, expenses, financial, or competitive condition, policies, and practices; its research and development efforts; marketing and distribution efforts; licensing, cross-licensing, marketing, and distribution practices; computer software programs and programming tools and its respective design, architecture, modules, interfaces, databases, and database structures, non-literal elements, capabilities, and functionality, code, and APIs; other information licensed or otherwise disclosed to the Disclosing Party in confidence by a third party; and, any other non-public information that does or may have economic value by reason of not being generally known, regardless of whether marked or otherwise indicated as confidential or proprietary, and which should reasonably be understood to be proprietary or confidential given the nature of the information and/or the circumstances of its disclosure. Confidential Information does not include information that: (i) is now or subsequently becomes generally available to the public through no fault or breach on the part of party receiving the Confidential Information (the “Receiving Party”); (ii) the Receiving Party can demonstrate that it had lawfully in its possession without an obligation of confidentiality prior to disclosure hereunder; (iii) is independently developed by the Receiving Party without the use of any Confidential Information of the Disclosing Party as evidenced by written documentation; or, (iv) the Receiving Party lawfully obtains from a third party who has the right to transfer or disclose it and who provides it without any obligation to maintain the confidentiality of such information. With respect to each of the above exceptions, the Receiving Party shall have the burden of proof.

(b) Use Restrictions. To the extent that Confidential Information is exchanged and received in connection with this Agreement, the Receiving Party agrees to maintain the confidential nature of the Confidential Information of the Disclosing Party in its possession by taking reasonable steps to protect such Confidential Information from unauthorized use, access, and disclosure; such steps shall be at least equal to those taken by the Receiving Party to protect its own Confidential Information and no less than a reasonable standard of care taking into consideration the nature of the Confidential Information and the circumstances surrounding its disclosure. The Receiving Party shall only use, access, and disclose Confidential Information as necessary to fulfill its obligations under this Agreement or in exercise of its rights expressly granted hereunder. Receiving Party shall not, and shall not assist others to, directly or indirectly disclose, sell, copy, distribute, republish, disassemble, decompile, reverse-engineer, create derivative works from, demonstrate, or otherwise attempt to recreate the Confidential Information of the Disclosing Party, or allow any third party to have access to any of Disclosing Party’s Confidential Information, without the Disclosing Party’s prior written consent; provided that: (i) Receiving Party may disclose the Disclosing Party’s Confidential Information to associated partners, professional service providers, and related entities who have a need to know; and, (ii) all use of the Disclosing Party’s Confidential Information by third parties shall be subject to restrictions no less stringent than those set forth in this Agreement.

(c) Legally Required Disclosure. The Receiving Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it (such requested information being referred to herein as “Legally Required Disclosure”), provided that the Receiving Party: (i) gives the Disclosing Party reasonable written notice (to the extent permitted by law) to allow the Disclosing Party to seek a protective order or other appropriate remedy; (ii) discloses only such information as is required by the governmental entity; and, (iii) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

(d) Pursuant to 48 C.F.R. § 52.203-19, nothing in the foregoing, is intended to restrict or shall have the effect of restricting the Receiving Party from lawfully reporting waste, fraud, or abuse related to the performance of a Government contract to a designated investigative or law enforcement representative of a Federal department or agency authorized to receive such information (e.g., agency Office of the Inspector General).

(e) Enforcement. If either party breaches or threatens to breach the covenants hereunder, the Parties agree that the damage or imminent damage to the non-breaching party may be irreparable and extremely difficult to estimate, making any remedy at law inadequate. Accordingly, if a party breaches or threatens to breach any covenant in this Section 16, the non-breaching party may seek in all jurisdictions and in all cases without the need for posting any bond or security: (i) injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction; and, (ii) any other legal and equitable relief to which it may be entitled. In addition to injunctive relief, the non-breaching party may seek any other relief, including, without limitation, money damages. The remedies provided by this Section are not exclusive or exhaustive but are cumulative of each other and in addition to any other remedies under this Agreement or at law.

23. Representations and Warranties. Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (C) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; and, (d) it will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder. You further represent and warrant that: (i) the User Contributions shall not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party

24. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND EXCEPT AS PROVIDED IN SECTION 17, ABOVE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INVITE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, INVITE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

25. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INVITE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE SERVICES FOR: (a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR, (b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR INVITE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

ANY INFORMATION OR GUIDANCE ACCESSED THROUGH THE APPLICATION OR SERVICES INCLUDING WITHOUT LIMITATION ANY TEMPLATE CONTRACTS OR CONTRACT TERMS, IS PROVIDED SOLELY AS A COURTESY AND IS NOT LEGAL ADVICE OR COUNSEL. INVITE EXPRESSLY DISCLAIMS ANY IMPLIED OR EXPRESS WARRANTIES AND ANY LIABILITY WITH RESPECT TO ANY INFORMATION OR GUIDANCE PROVIDED HEREIN OR ELSEWHERE.

26. Indemnification. You agree to indemnify, defend, and hold harmless Invite and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to: the content you submit or make available through this Application; any sponsorship, promotional, endorsement, or other marketing campaigns or other similar relationships that arise out of your use of the Application and Services; and the violation of any laws applicable to your use of the Application, Services, or in connection with any sponsorship, promotional, endorsement, or other marketing campaigns or other similar relationships that arise out of your use of the Application and Services.

27. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

28. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

29. Marketing. In addition to the rights granted under this Agreement with respect to User Contributions, you grant Invite the non-exclusive, sublicensable, transferrable, worldwide right to incorporate your name, image, likeness, trademarks, service marks, trade names, logos, slogans, and other identifying symbols and indicia in any media in connection with Invite’s promotion of the Application and Services, including the fact that you are an End User of the Application and Services. Invite will not publish any confidential details of the transactions closed by you as a result of your use of the Application or Services without your prior written approval.

30. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

31. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in New York City and New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

32. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.[JD8]

33. Entire Agreement. This Agreement and our Privacy Policy constitute the entire agreement between you and Invite with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

34. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.