TERMS AND CONDITIONS OF USE

Unless otherwise expressly stated, the Site and all materials therein, including but not limited to the source code, databases, software, algorithms, design architecture, functionality, website layouts, AI models, audio-visual content, voice assets, user interfaces, text, images, illustrations, graphics, and other media formats (collectively, the "Content"), as well as the trademarks, service marks, trade names, business names, logos, and product or service identifiers (collectively, the "Marks"), are the exclusive property of NEXGE LLC or its licensors.

All such Content and Marks are protected under applicable intellectual property and proprietary rights laws, including but not limited to U.S. copyright law, trademark law, trade dress protections, and international treaties. No part of the Site, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the express prior written consent of NEXGE LLC or the respective rights holder.

You are granted a limited, non-exclusive, non-transferable, and revocable license to access and use the Site for your personal or authorized business use, provided that you do not remove or alter any proprietary notices. Except for the limited license expressly granted herein, no other rights or licenses are granted, whether by implication, estoppel, or otherwise.

By accessing or using the Site, you represent and warrant to NEXGE LLC that:

• All registration information you provide will be true, accurate, complete, and current, and you agree to maintain and promptly update your account information as necessary.
• You have the full legal capacity, power, and authority to enter into and comply with these Terms, and you are not barred from using the Site under any applicable law or regulation.
• If you are accessing the Site on behalf of a legal entity, you are duly authorized to bind such entity to these Terms.
• You are at least 18 years of age or the age of majority in your jurisdiction and not subject to any legal restrictions that would make your use of the Site unlawful.
• You will not access the Site through automated means, bots, scripts, or any other method intended to mimic human user behavior without our express written permission.
• You will not use the Site for any fraudulent, unlawful, harassing, abusive, defamatory, obscene, or otherwise objectionable purpose, or to solicit or facilitate any activity that would violate any applicable local, state, national, or international law.
• You will not circumvent, disable, or otherwise interfere with security-related features of the Site or engage in any unauthorized framing or linking to the Site.

You acknowledge that a breach of any of the foregoing representations constitutes a material breach of these Terms and may result in immediate suspension or termination of your access to the Site, in addition to any other remedies available to the Company under law or equity.

To access certain features or functionalities of the Site, you may be required to register for an account by providing current, complete, and accurate information. You agree that all information provided during the registration process is governed by our Privacy Policy and Influencer Consent Agreement (if applicable), and you consent to all actions we take with respect to your information consistent with those policies.

You are solely responsible for maintaining the confidentiality of your login credentials, including your username and password, and for restricting access to your account. You agree to notify us immediately of any unauthorized use or suspected breach of security of your account.

You further acknowledge that you are solely liable for all activity occurring under your account, whether or not authorized by you, and we are not liable for any loss or damage arising from your failure to comply with these security obligations. We reserve the right to suspend or terminate your account at our sole discretion if we believe any registration information is inaccurate, false, or misleading, or if your use of the Site violates these Terms or applicable law.

You agree not to engage in any activity that interferes with or disrupts the functioning of the Site, violates these Terms, or is otherwise unlawful or inappropriate. Specifically, you are prohibited from:

• Using the Site for any purpose that is illegal or prohibited under applicable local, state, national, or international law or regulation;
• Accessing or using the Site in any manner inconsistent with the intended purpose and functionality offered by the Company;
• Exploiting the Site for unauthorized commercial use, including but not limited to reselling access or functionality of the Site, except where explicitly approved in writing by the Company;
• Circumventing, disabling, or otherwise interfering with security-related features of the Site, including any mechanisms designed to prevent unauthorized access or reproduction of Content;
• Interfering with, disrupting, or creating an undue burden on the Site or the networks or services connected to the Site;
• Using any automated system, including but not limited to scripts, robots, or data mining tools, to access, scrape, or interact with the Site without our express written consent;
• Uploading, transmitting, or distributing viruses, worms, malicious code, or other software intended to damage or alter the operation or appearance of the Site or other users’ devices;
• Impersonating any person or entity, misrepresenting your affiliation with any individual or organization, or attempting to gain unauthorized access to another user’s account;
• Engaging in any other activity that the Company deems in its sole discretion to be harmful to its operations, reputation, or users.

Violation of any of the above may result in the suspension or termination of your access to the Site, as well as civil, criminal, or injunctive remedies.

The Site may invite you to submit, upload, publish, or otherwise provide content, including but not limited to AI-generated voice data, user input prompts, audio likenesses, feedback, public comments, recordings, endorsements, testimonials, or any other materials (collectively, "Contributions"). Contributions may be visible to other users of the Site and through third-party services or platforms.

By submitting Contributions, you represent and warrant that:

• You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms;
• Your Contributions do not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any third party;
• You have obtained, where applicable, all necessary consents under applicable data protection laws for the processing of personal data contained in the Contributions.

We are not responsible for any statements or representations in your Contributions provided by you. You are solely responsible for your Contributions to the Site, and you expressly agree to indemnify and hold harmless NEXGE LLC for any liability, claims, or damages arising from your Contributions.

We reserve the right, at our sole discretion, to remove, screen, edit, or disable access to any Contributions at any time and for any reason, including without limitation if any Contributions violate these Terms, applicable law, or the rights of third parties.

By posting, uploading, or otherwise submitting any Contributions to any part of the Site or directly to us via any communication method, you hereby grant to NEXGE LLC, its affiliates, successors, and assigns a non-exclusive, worldwide, irrevocable, perpetual, royalty-free, sublicensable, and transferable license to use, reproduce, store, archive, host, publicly display, broadcast, modify, adapt, publish, translate, create derivative works from, distribute, and otherwise exploit such Contributions for any lawful business purpose, including but not limited to marketing, product development, AI training and refinement, promotional activities, and public display across current and future media formats.

You acknowledge that this license includes the right for NEXGE LLC to make your Contributions available to other users of the Site and to third-party partners or service providers. You further agree that the Company may use your Contributions in conjunction with AI services, including for the generation of synthetic voices, training of machine learning models, or rendering of interactive experiences for users or third parties.

You hereby waive any moral rights or rights of publicity or privacy you may have in your Contributions to the fullest extent permitted under applicable law. You represent and warrant that you own or otherwise control all rights in and to the Contributions, and that our use of your Contributions does not and will not violate any third-party rights or applicable law.

You understand and agree that you shall not be entitled to any compensation or credit for the use of your Contributions, unless otherwise agreed to in a separate written agreement.

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party Websites”) or display content, including but not limited to applications, plugins, interfaces, widgets, advertisements, articles, media, or services originating from third parties (“Third-Party Content”).

We do not investigate, monitor, or review such Third-Party Websites or Third-Party Content for accuracy, appropriateness, legality, or completeness. We are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted, transmitted, or otherwise made available via the Site, including but not limited to content that may be inaccurate, offensive, objectionable, indecent, misleading, or unlawful.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Website or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to access Third-Party Websites or use Third-Party Content, you do so at your own risk, and you agree that your use of such sites or services is subject to the separate terms and conditions and privacy policies applicable to those third parties.

We expressly disclaim all liability arising from your interactions with Third-Party Websites or Content. You acknowledge and agree that NEXGE LLC shall not be liable for any damages or losses, whether direct or indirect, caused or alleged to be caused by or in connection with your use of or reliance on any such Third-Party Content or services.

We reserve the right, but not the obligation, to:

• Monitor the Site for any violations of these Terms of Use, applicable laws, or Company policies and guidelines;
• Investigate and take appropriate legal action, including but not limited to reporting to law enforcement authorities, initiating civil proceedings, or suspending or terminating user accounts, against any user who, in our sole discretion, breaches these Terms or engages in activities that may be harmful to the Site, its users, or our operations;
• Remove, edit, or disable access to any content that we, in our sole discretion, determine to be unlawful, offensive, threatening, libelous, defamatory, obscene, or otherwise objectionable, or which violates any third-party intellectual property or these Terms;
• Maintain and enforce internal policies to ensure the security, stability, and integrity of the Site and associated services, including the use of automated monitoring tools, periodic audits, and access controls;
• Suspend or restrict access to the Site in order to perform maintenance, enhance functionality, or comply with legal or regulatory obligations.

We do not guarantee that the Site will be free from errors, interruptions, or unauthorized access, and we disclaim any liability related to the performance or security of the Site that is beyond our reasonable control.

We care about your data privacy and take our obligations under data protection laws seriously. Your use of the Site is subject to our Privacy Policy, which governs how we collect, use, store, share, and protect your personal data. By accessing and using the Site, you acknowledge that you have read and understood our Privacy Policy, and you agree to its terms.

The Privacy Policy explains what categories of data we collect, including identifiers, geolocation data, biometric voice data (where applicable), and behavioral analytics. It also outlines your rights under applicable laws such as the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other data protection laws in the jurisdictions where we operate.

If you are an influencer who has provided voice, likeness, or biometric data, your data is also subject to our Influencer Data and Voice Consent Agreement, which supplements our Privacy Policy.

You understand that by submitting personal data or interacting with AI-powered functionalities on the Platform, such data may be used in accordance with our Privacy Policy for legitimate business purposes, including service delivery, AI training, and compliance with legal obligations.

We encourage all users to review our Privacy Policy regularly to stay informed of any updates or changes. If you do not agree to the terms of our Privacy Policy, please refrain from using the Site or providing any personal data.

These Terms of Use shall remain in full force and effect for as long as you access or use the Site or any part of the Services.

We reserve the right, at our sole discretion and without prior notice, to suspend or terminate your access to the Site or any portion thereof, for any reason or no reason, including without limitation if we believe that you have violated any provision of these Terms, any applicable law, or have otherwise engaged in conduct that we determine to be inappropriate or harmful to the Company, other users, or third parties.

Upon termination for any reason:

• Your right to access and use the Site and any associated services shall immediately cease;
• We may, but are not obligated to, delete your account, user profile, and any content or data associated with your use of the Site;
• Any licenses or rights granted to you under these Terms shall terminate immediately, except for those provisions which by their nature are intended to survive termination (including but not limited to intellectual property rights, limitation of liability, indemnification, and dispute resolution clauses);
• Termination shall not limit our right to pursue any other legal remedy available to us under applicable law or equity.

You may also terminate your account at any time by providing written notice to us. Termination by either party shall not affect any accrued rights or obligations.

We reserve the right, at our sole discretion and without prior notice, to modify, suspend, update, or discontinue the Site, or any part thereof, at any time for any reason, including but not limited to improvements to functionality, changes in business priorities, legal compliance, or maintenance needs. Such modifications may include changes to features, content, or availability of certain services or functions.

We do not guarantee that the Site will be available at all times or that access will be uninterrupted. We may experience hardware, software, or other technical issues, or we may need to perform maintenance related to the Site, which may result in temporary interruptions or errors. Where feasible, we will provide advance notice of scheduled downtime, but we are under no obligation to do so.

You agree that we shall not be liable to you or to any third party for any modification, suspension, discontinuance, or interruption of the Site or any part thereof. You acknowledge that access to the Site may be affected by events beyond our control, including, without limitation, internet outages, cyberattacks, third-party service failures, and force majeure events.

It is your responsibility to ensure that you have adequate technical support, internet connectivity, and backup procedures in place to mitigate any disruption in your use of the Site.

These Terms of Use are governed by and construed in accordance with the laws of the State of Wyoming, United States.

13.1 Governing Law and Jurisdiction

These Terms of Use, and any dispute arising from or relating to them or the use of the Site, shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to conflict of law principles.

13.2 Informal Resolution

Before initiating formal proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof (“Dispute”) by engaging in good-faith negotiations with the Company. You must provide written notice of the Dispute to administration@influencifi.cloud, including a brief summary of the issue and your contact information.

13.3 Binding Arbitration

If the Dispute is not resolved within thirty (30) days of the Company’s receipt of your written notice, either party may initiate binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, and take place virtually or in Wyoming unless both parties agree otherwise in writing.

13.4 No Class Actions

To the fullest extent permitted by law, you and the Company agree that any arbitration shall be conducted only in your or our individual capacity, and not as a class action or other representative proceeding. The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.

13.5 Injunctive and Equitable Relief

Notwithstanding the foregoing, either party may seek preliminary or injunctive relief in any court of competent jurisdiction to prevent irreparable harm, preserve legal rights, or prevent misuse of intellectual property or confidential information.

13.6 Costs and Fees

The prevailing party in any arbitration or legal action to enforce these Terms shall be entitled to recover its reasonable attorneys’ fees and costs, unless otherwise provided by applicable law.

While we strive to provide accurate and up-to-date information on the Site, the materials may occasionally contain typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, or other content. We reserve the right to correct any such errors, inaccuracies, or omissions and to update or revise the content on the Site at any time without prior notice.

We do not guarantee the accuracy, completeness, reliability, or usefulness of any information made available on the Site and disclaim all liability arising from any reliance placed on such information by you or any other visitor to the Site. It is your responsibility to verify any information before relying upon it for any purpose.

We further reserve the right, without obligation, to modify or remove content or functionality from the Site at our sole discretion if we determine such content to be inaccurate, outdated, or non-compliant with applicable legal or policy standards.

THE SITE AND ALL CONTENT, MATERIALS, FEATURES, FUNCTIONALITY, AND SERVICES PROVIDED THEREON ARE OFFERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

WE DO NOT WARRANT THAT THE SITE WILL BE FREE OF VIRUSES, MALWARE, DEFECTS, SECURITY BREACHES, OR OTHER HARMFUL COMPONENTS. WE MAKE NO WARRANTY OR REPRESENTATION REGARDING THE COMPLETENESS, ACCURACY, AVAILABILITY, RELIABILITY, OR SUITABILITY OF THE SITE OR ANY CONTENT MADE AVAILABLE THROUGH IT.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEXGE LLC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY STATUTE, COURSE OF DEALING, OR OTHERWISE IN LAW OR EQUITY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEXGE LLC, DOING BUSINESS AS INFLUENCIFI, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, PARTNERS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WE SHALL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN PERFORMANCE DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, PANDEMICS, WAR, TERRORISM, EMBARGOS, RIOTS, LABOR DISPUTES, NATURAL DISASTERS, INTERNET SERVICE PROVIDER OR TELECOMMUNICATION FAILURES, OR POWER OUTAGES.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THESE TERMS OR YOUR USE OF THE SITE EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100 USD), WHICHEVER IS LOWER.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON CERTAIN TYPES OF DAMAGES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU, BUT OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless NEXGE LLC, doing business as Influencifi, and its affiliates, officers, directors, employees, contractors, licensors, successors, and assigns from and against any and all claims, liabilities, demands, damages, losses, investigations, judgments, awards, penalties, fines, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• Your use of or access to the Site or Services;
• Your breach of these Terms of Use or any applicable law or regulation;
• Your violation of the rights of any third party, including but not limited to intellectual property, privacy, or publicity rights;
• Any Contributions you provide, including claims that such Contributions cause damage to a third party or violate any third-party rights;
• Any misuse, unauthorized use, or illegal use of the AI voice technology, user interface, or data processing systems provided by the Site;
• Your failure to obtain appropriate permissions or consents where required by law.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate fully with our defense of such claims. You shall not, in any event, settle any matter without our prior written consent.

We will maintain certain data that you transmit to the Site for the purpose of operating, securing, improving, and managing the performance of the Site and related services. This includes, but is not limited to, your account details, interaction logs, analytics, AI model inputs and outputs, and user preferences.

By using the Site, you acknowledge and agree that we may also retain and use personal and technical data for compliance with legal obligations (including data retention laws), enforcement of our legal rights, resolution of disputes, fraud detection and prevention, audit purposes, and ensuring the ongoing security of our infrastructure.

We implement appropriate technical and organizational safeguards in accordance with industry standards and applicable data protection laws, including the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant statutes to protect the integrity and confidentiality of your data.

For more information on how we handle and store your data, including your rights regarding access, correction, and deletion, please refer to our Privacy Policy and Influencer Consent Agreement.

By visiting the Site, creating an account, sending us emails, interacting with our support or chatbot features, submitting forms, or entering into agreements via the Site, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically, whether via email, platform notifications, or through postings on the Site, satisfy any legal requirement that such communications be in writing.

You also consent to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and transaction records initiated or completed through the Site or via third-party service providers. Your consent to receive communications electronically applies to all interactions between you and NEXGE LLC, including any future agreements or disclosures, unless you withdraw such consent in writing.

You waive any rights or requirements under any laws or regulations in any jurisdiction that require an original signature or delivery, or retention of non-electronic records, to the extent permitted under applicable law.

If you have questions or concerns about the Site or these Terms of Use, you may contact us at: