BuzzAgent Platform Terms

Effective as of: [Month] [Day], 2026

Thank you for visiting our platform, presented to you by PowerReviews, Inc. d/b/a BzzAgent (referred to as “BzzAgent,we,” or “us”). These terms ( “Platform Terms”) govern your access to, and use of, BzzAgent.com and any other website, application, or online service owned or operated by BzzAgent that posts a link to these Platform Terms (collectively, the “Platform”). The Platform is meant only for residents of the United States, United Kingdom, or Canada (excluding Quebec). If you do not reside in those territories, please do not attempt to access the Platform. 

We encourage you to read these Platform Terms carefully as they affect your legal rights and obligations, including limitations of liability. These Platform Terms apply solely to your access to and use of the Platform, and do not alter in any way the terms or conditions of any other agreement you may have with BzzAgent, including, without limitation, the applicable Influencer Agreement which you have agreed to if you have signed up for a BzzAgent account and/or applied to participate in the BzzAgent sampling program.

By accessing, browsing, or using the Platform, you agree to be bound by these Platform Terms and any policies referenced herein, as amended from time to time in accordance with Section 17.

You must be at least eighteen (18) years old, or the age of majority in your state, province, or country of residence, and have the legal capacity to enter into a binding contract in order to use the Platform.

Notwithstanding the foregoing, individuals who are at least sixteen (16) years old may be permitted to create a BzzAgent account; however, such accounts must be inactive and may not be used to use the Platform or any of its features until the individual reaches eighteen (18) years of age and otherwise satisfies the applicable eligibility requirements. If you use the Platform, you represent that you have the capacity to be bound by these Platform Terms. If you do not agree to these Platform Terms, do not access, browse, or otherwise use the Platform.

1. ADDITIONAL TERMS

In some cases, your use of the Platform or participation in specific programs or services may be subject to additional terms and conditions (“Additional Terms“). If you create a BzzAgent account, Additional Terms include our Influencer Agreement.

If there is any conflict between these Platform Terms and any Additional Terms, the Additional Terms will control, unless the Additional Terms expressly state otherwise.

2. PRIVACY

Please refer to Privacy Notice (“Privacy Notice” or “BzzAgent Privacy Notice“) to understand how BzzAgent collects, uses, and discloses personal information in connection with the Platform.

3. ACCOUNT REGISTRATION, MEMBERSHIP, ACCESS TO THE PLATFORM, TERMINATION

  1. Certain areas and features of the Platform require registration with BzzAgent, or, in some cases, a third party, or may otherwise ask or require you to provide additional information to participate (for example, joining the BzzAgent community or opting into campaigns). Some Platform offerings may require you to link your social media profile (e.g., Instagram) to the Platform. When you choose to provide information to the Platform, you agree to provide information that is true, accurate, current, and complete, and to ensure that such information complies with any applicable third-party terms and conditions and Additional Terms. If you submit personal information to BzzAgent to register for an account with BzzAgent or to otherwise participate in any services offered by BzzAgent on the Platform or when you link your social media account to the Platform, note that our processing of personal information, in our capacity as a data controller, will be described in the BzzAgent’s Privacy Notice. If you register with us, you agree you will not sell or otherwise transfer your membership or any membership rights. Accurate records enable BzzAgent to provide the Platform to you. You agree to keep account information, including but not limited to your email address other information accurate and up to date. If you fail to do so, the accuracy and effectiveness of the Platform to you will be affected and you may not receive important notices, which will still be deemed delivered when sent to the last email address you provided.
  2. BzzAgent may update, modify, replace, or alter any aspect of the Platform, in whole or in part, in its discretion and to the extent permitted by applicable law. This includes the right to discontinue the BzzAgent sampling program or your participation in it. BzzAgent may also deny you access at any time, with or without notice, without any liability to you, to the extent permitted by applicable law.
  3. To the extent permitted by applicable law, BzzAgent may suspend, terminate, or restrict your access to the Platform or any portion of it at any time, with or without notice, and without liability. BzzAgent may also investigate suspected violations of these Platform Terms or any Additional Terms and may refer such matters. to law enforcement, as applicable.
  4. You are responsible for obtaining and maintaining all equipment necessary to access and use the Platform. You agree to comply with all applicable, rules, requirements, laws and regulations in connection with your use of the Platform, including, without limitation, those governing your transmission or use of any software or data and, where applicable, advertising and endorsement guidelines (e.g., disclosure of brand partnerships).e. You are responsible for maintaining the confidentiality of your login credentials and any linked third-party account credentials used to access the Platform or in connection with the platform (“Log-In Information“). If you become aware of any unauthorized use of your Log-In Information, you must notify BzzAgent immediately at privacy@syndigo.com.
  5. Access to and use of the Platform may be interrupted from time to time due to maintenance, updates, or factors outside BzzAgent’s control. BzzAgent does not guarantee uninterrupted availability, compatibility with any particular device, or use with any specific service plan.
  6. The Platform includes a community of registered members (“Members“). Participation is voluntary and subject to eligibility requirements, ongoing compliance with these Terms, and any Additional Terms To be eligible to participate as a Member, you must: (i) be at least 18 years old or the age of majority in your state, province, or country of residence; (ii) reside in a country where the BzzAgent program is offered; (iii) if linking your account with your Instagram profile, maintain a single public creator account and link the corresponding social media handle to your Platform account; (iv) comply with these Platform Terms, any Additional Terms, and the terms of any linked third party social media platforms; (v) and refrain from using automated tools (including but not limited to bots and scripts) or deceptive practices to create, access or participate in the Platform and campaigns. Certain campaigns may have additional eligibility criteria (such as location, age, interest, or campaign- specific criteria). BzzAgent may rely on information you provide, information in the Platform, and, where applicable, and, where applicable, information that is publicly visible on social media accounts you have linked to the Platform, invite, enroll or verify participation.
  7. .
  8. You must not artificially inflate engagement or otherwise manipulate metrics, including through the use of . engagement pods or purchased followers, likes, comments or shares. BzzAgent may review participation activity and take appropriate action, including disqualification, removal of content, withholding of rewards, suspension, or termination of access to the Platform./li>
  9. For Instagram-based campaigns, if your linked account is private, not a creator account, or later becomes private, you may be ineligible for those campaigns or BzzAgent may be unable to validate your participation.

4. COPYRIGHT AND LIMITED LICENSE TO USE MATERIALS

  1. All content and materials included in or made available through the Platform (including but not limited to past, present, and future versions of the Platform, images and text, domain name, source and object code, design, manuals, product information, graphics, images, pictures, sound and other files, and the selection and arrangement thereof and the elements that make up its “look and feel”) (collectively, “Materials“) are owned by, controlled by, or licensed to BzzAgent (excluding third-party accounts that you may link to the Platform). The Materials are protected by copyright, trademark, patents, and other laws, rules, regulations, and treaties. Except as expressly permitted under these Platform Terms, the Materials may not be copied, reproduced, downloaded, distributed in any way, publicly displayed, or otherwise exploited, in whole or in part, except with the prior express written permission of BzzAgent.
  2. Subject to your compliance with these Platform Terms, BzzAgent grants you a limited, personal, non-exclusive, non-commercial, revocable, and non- transferable license to access and use only of the Materials for your information purposes only, including to (i) download Materials that are expressly made available for download through the Platform, (ii) share links to the Platform or Materials using the Platform’s designated sharing features, and (iii) link the Platform using a standard plain—text link from a website or social media account that you own or control.
  3. This license does not grant you the right to, and you may not: (i) use the Platform or Materials other than for its intended purpose, including but not limited to any commercial purpose, including but not limited to marketing, selling, or other commercial uses; (ii) use framing techniques to enclose any portion of the Platform, including any images found on the Platform or any text or the layout or design of any page or form contained on a page; (iii) publish, publicly perform or display, or distribute to any third party any Materials, other than as permitted by us to link a third party social media account, including reproduction or hosting the Materials on any computer network or broadcast or publications medium, except as expressly permitted under these Platform Terms; (iv) resell, copy, distribute, transfer, reverse engineer, disassemble, create derivative works thereof, or allow third-party access to the Platform or the Materials; (v) use any automated means, including bots, scrapers, data mining tools, or similar technologies, to access, extract, or collect data from the Platform; (vi) use the Platform or Materials surrounded by or on the same page as other content that presents false information about, disparages, tarnishes, or otherwise harms us or our products or services or may be construed as offensive, controversial, or otherwise objectionable; (vii) suggest or imply that we or the Platform are endorsing, sponsoring, or otherwise affiliated with any third party or its products or services; or (vii) use the Platform to transmit, harvest, or collect personal information about other Members, without the express consent of such users.
  4. Except for the limited license expressly granted above, you are not granted any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of BzzAgent or any third party. Any unauthorized use of the Platform will terminate the permission or license granted by these Platform Terms and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

5. TRADEMARKS AND SERVICE MARKS

“BzzAgent,” “BzzAgent.com,” and BzzAgent’s logos are trademarks, service marks or registered trademarks of BzzAgent or its affiliates, suppliers and licensors. These marks may not be copied, used, reproduced, or imitated, in whole or in part, without the prior written permission of BzzAgent or its suppliers or licensors.

You may not use meta tags or any other “hidden text”, or any other metadata incorporating BzzAgent’s trademarks without authorization. All page headers, graphics, scripts icons, and any other visual or functional elements of the Platform constitute service marks, trademarks, and/or trade dress of BzzAgent or its licensors, and may not be copied, imitated, or used, in whole or in part, without BzzAgent’s prior written permission.

Any reference on the Platform to any third-party products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BzzAgent.

6. PROHIBITED USE OF THE PLATFORM AND MATERIALS

In addition to other prohibitions as set forth in these Platform Terms, you may not:

  1. Use the Platform or Materials for any unlawful purpose or to solicit others to engage in unlawful acts.
  2. Interfere with, disrupt, damage, or impair the operation, security, or functionality of the Platform or the Materials, including by circumventing any technical safeguards..
  3. Remove, alter, obscure, or falsify any copyright, attribution, trademark, legend, or other proprietary notices, or otherwise to infringe the intellectual property rights of BzzAgent or any third party.
  4. Except through ordinary use of a standard web browser or search engine download, monitor, mine, copy, or otherwise reproduce, store, or distribute the Platform or any Materials by automated or other means. e. Violate any applicable local, state, provincial, national, or international laws, rules, regulations, and ordinances.

7. USER-CONTENT SUBMISSIONS

  1. The Platform may allow you to submit, upload, link, or otherwise make available content through the Platform, including, without limitation, photographs, videos, reviews, testimonials, promotion entries, writings, pictures, data, questions, answers, comments, suggestions, and similar materials (collectively, “User Content”).

    PLEASE NOTE: This section applies only to User Content submitted directly to the Platform (e.g., BzzAgent.com) itself. Content created or published in connection with sampling campaigns or Social Media Integrated Services is governed exclusively by the Influencer Agreement and any applicable campaign terms.

    You retain ownership of your User Content. By submitting User Content to the Platform, you grant BzzAgent a non-exclusive, worldwide, royalty-free license to host, store, display, reproduce, and make your User Content available for the operation, moderation, and promotion of the Platform. You represent and warrant that you have all rights, permissions, and consents necessary to submit your User Content and that it complies with these Platform Terms, applicable law, and any required advertising or endorsement disclosures. You are solely responsible for the User Content you submit, including its accuracy, and for ensuring that it does not infringe any third-party rights or violate applicable law and that is honest, not deceptive or misleading, and does not infringe any third-party rights or violate applicable law. You must not submit User Content that is offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable. Upon BzzAgent’s request, you will furnish BzzAgent with any documentation, substantiation or releases necessary to verify your compliance with these Platform Terms.

    User Content is submitted on a non-confidential and non-proprietary basis.

    You acknowledge that BzzAgent or its partners may independently develop or use materials, products, services, or features that are similar to or the same as ideas or concepts reflected in User Content, without any obligation to you, provided that such development does not rely on or incorporate your User Content beyond the limited license granted under these Terms.

    In its sole discretion, BzzAgent may review, moderate, restrict, or remove User Content in accordance with these Platform Terms. BzzAgent is not responsible for User Content submitted by users and does not endorse any views expressed therein.

8. USER INTERACTIONS AND DISPUTES

You are solely responsible for your interactions with other users of the Platform, whether online or offline. BzzAgent is not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between users. You agree to exercise reasonable judgment, caution, and common sense in your interactions with others and when sharing any information through the Platform.

9. ACCEPTABLE USE POLICY

When you submit, contribute, upload, link, make available, or otherwise provide User Content to the Platform, you agree to comply with the following rules:

  1. Ownership and Rights. User Content must be yours. You must own all rights in the User Content you submit, or have obtained all necessary rights, permissions, and consents from any person who contributed to, appears in, or has rights in the User Content, including permission to upload and distribute it on the Platform.
  2. Individuals Depicted. If any other person is seen, depicted, heard, named, identified, or otherwise included in your User Content, you must have that person’s express written permission to submit the content and will provide BzzAgent with evidence of such permission upon request.
  3. Third-Party Materials. Your User Content must not intentionally feature, incorporate, or focus on third-party materials (including logos, images, videos, phrases, trademarks, or other protected content) unless you have the necessary rights or permissions from the applicable rights holder. Incidental or background appearance of third-party materials that is not the focus of the User Content is permitted, provided it does not imply endorsement, sponsorship, or affiliation. belonging to others and present it as your own.
  4. No Music. Your User Content must not include music unless the musical work and any performances are original to you or you otherwise hold all necessary rights. Sampling, jingles, or unauthorized use of music is prohibited.
  5. Relevance. Your User Content should relate to the content on the Platform and its community.
  6. Respectful Conduct. Your User Content must not be offensive, threatening, harassing, abusive, hateful, defamatory, libelous, obscene, pornographic, sexually explicit, or otherwise objectionable. Content targeting individuals or groups based on race, nationality, gender, sexual orientation, religion, disability, or other protected characteristics is prohibited. Harassment, stalking, personal attacks, or similar conduct is not permitted.
  7. Non-Commercial Use. You may not submit User Content for commercial, promotional, or fundraising purposes, except as expressly permitted on the Platform.
  8. Inappropriate or Illegal Content. Your User Content must not promote or facilitate illegal activity or violate applicable law. We reserve the right to take appropriate action, including removal of content or reporting to authorities, where required or appropriate. Your User Content may not promote any illegal activity. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
  9. No Violence. Your User Content may not promote violence or describe how to carry out violent acts.
  10. Honesty, Authenticity, and Automated Content. You must not impersonate any person or entity, misrepresent your identity or affiliation, or submit User Content that is false, misleading, deceptive, or fraudulent. User Content must reflect your genuine personal experience and opinions. You may not submit reviews or other User Content that is wholly generated by artificial intelligence, automated tools, or third parties in a way that misrepresents the content as your own authentic experience.
  11. Public Nature of Content. User Content submitted to public areas of the Platform may be visible to other users. You should not include personal information that you do not wish to make public.
  12. Personal Information. User Content must not disclose any person’s personal or sensitive information without their consent, including contact details or information that could be used to identify, track, or impersonate them.
  13. Platform Integrity. Your User Content must not contain viruses, malware, spyware, or other harmful code, and must not interfere with the operation or security of the Platform or any systems connected to it.

10. COPYRIGHT & OTHER IP COMPLAINTS

  1. You may not use the Platform for any purpose or in any manner that infringes the rights of any third party. BzzAgent encourages right holders to report any content on Platform that they believe their rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner may submit an infringement notice. If you have good-faith belief that content on Platform infringes your copyright, trademark, or other intellectual property rights, please follow the procedures below.
  2. Copyright complaints (DMCA). In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), BzzAgent has a designated agent for receiving notices of alleged copyright infringement and BzzAgent follows the DMCA notice and take down procedures. If you believe your work or content has been copied and posted to the Platform in a way that constitutes copyright infringement, please provide our designated agent the following written information in accordance with the DMCA:
    1. An electronic or physical signature of the person authorized to act on behalf of the owner of the exclusive copyright interest allegedly infringed;
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Platform are covered by a single notice, a representative list of such works on the Platform;
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit BzzAgent to locate the material;
    4. Information reasonably sufficient to permit BzzAgent to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted;
    5. A statement that the complaining party has good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    Syndigo LLC

    Attn: Legal Dept.

    300 S Riverside Plaza, #1400

    Chicago, IL, 60606

    Phone: +1 866-280-4013 (within US); +1 937-610-4223 (outside US)

    E-mail: legal@syndigo.com

    NOTE: This contact information is for inquiries regarding potential copyright and other intellectual-property infringement only.

  3. Other intellectual property complaints. If you believe that any content on the Platform violates your exclusive rights other than copyright, please provide us with at least the following information: (a) your physical or electronic signature; (b) identification of the material that you claim is infringing your exclusive rights and information reasonably sufficient to permit us to locate the material; (c) an explanation of the exclusive rights that you own/have and why the you believe the content infringes those rights, sufficient for us to evaluate the complaint; and (d) accurate contact information for you. Please send your complaint regarding content on the Platform to our designated agent using the contact information above.
  4. Repeat infringements. BzzAgent has a policy of terminating, in appropriate circumstances and in its reasonable discretion, the accounts of users who are repeat infringers. We may request additional information before removing content, and if a dispute arises regarding ownership of the rights at issue, we reserve the right to remove the disputed content pending resolution.
  5. Take it Down Act. You may not publish any non-consensual intimate visual depiction, digital forgery of an identifiable individual, or other content prohibited under the Take It Down Act (“TDA”). If you believe content on the Platform violates your rights under the TDA, you or a person authorized to act on your behalf may submit a takedown notice to support@bzzagent.com that includes:
    1. A physical or electronic signature of the person depicted or an authorized representative;
    2. Identification of the image or content alleged to violate the TDA;
    3. Identification of the material to be removed or disabled and information reasonably sufficient to permit BzzAgent to locate it;
    4. Contact information sufficient to allow BzzAgent to communicate with you;
    5. A statement that you have a good-faith belief that the material is a non- consensual intimate visual depiction; and
    6. A statement that the information provided is accurate and, under penalty of perjury, that you are authorized to submit the notice.

11. LINKS AND THIRD-PARTY CONTENT

BzzAgent or third parties may provide links or functionality on the Platform or in communications from us to other third-party sites or content. This includes third-party social media sites that you may link to the Platform. BzzAgent has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Platform. To the extent BzzAgent provides third-party links, BzzAgent provides such links to you only as a convenience, and the inclusion of any link on the Platform does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. If you choose to connect your information on the Platform with a third-party site or feature (including your social media accounts), you consent to sharing that information as described in the Privacy Notice and any applicable privacy notices of the third parties, and understand that your information may be publicly disclosed. Our terms and policies govern any time you visit the Platform directly or indirectly through authorized third-party sites. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites, and you shall comply with any such practices and policies.

12. DISCLAIMER OF WARRANTIES; WAIVER

  1. To the fullest extent permitted by applicable law, the Platform and the Materials contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, express or implied. You expressly agree that use of the Platform, including all content or data distributed by or downloaded or accessed from or through, or link to the Platform, is at your sole risk. BzzAgent, and its parent companies, affiliated entities, vendors, service providers, licensors, and suppliers, and the directors, officers, employees, affiliates, agents, contractors, interns, and other representatives of each of them (collectively, “BzzAgent Parties”) disclaim all warranties or conditions, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, durability, title, custom, trade, quiet enjoyment, non-infringement, system integration, and freedom from computer virus, as to the Platform and any Materials. BzzAgent does not represent or warrant that the Platform (or Materials) are or will be accurate, complete, uninterrupted, current, reliable, or error-free; or that any defects will be corrected. We reserve the right to suspend, modify, or discontinue the Platform or any feature of the Platform, including the BzzAgent sampling program, at any time.
  2. BzzAgent is not responsible for typographical errors or omissions on the Platform. We cannot and do not represent or warrant that the Platform or its server(s) are free of viruses or other harmful components, including content that is provided or posted by third parties.
  3. By accessing or using the Platform you represent and warrant that your access and use of the Platform are lawful in every jurisdiction in which you access or use the Platform.
  4. You acknowledge that the Internet is subject to security risks, and that User Content or other information submitted through the Platform may not be secure. You are responsible for exercising appropriate caution when submitting or linking any information to the Platform.

13. LIMITATION OF LIABILITY

a. Limitation of liability. To the fullest extent permitted by applicable law, BzzAgent Parties will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, goodwill, business interruption, or replacement costs, arising out of, or relating to:

  1. your access to or use of, or inability to access or use, the Platform or Materials;
  2. any User Content;
  3. any actions taken by BzzAgent in good faith to enforce these Terms, investigate suspected violations, or respond to legal or regulatory requests;
  4. third-party websites, services, or content, including linked social media platforms; or
  5. events beyond BzzAgent’s reasonable control, including security incidents, system failures, or network disruptions.
  6. This limitation applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if the BzzAgent Parties have been advised of the possibility of such damages.
b. Liability cap. To the extent liability is not otherwise excluded, the total aggregate liability of the BzzAgent Parties for all claims arising out of or relating to the Platform will not exceed the greater of (i) the amount you paid to BzzAgent, if any, for access to the Platform during the twelve (12) months preceding the claim, or (ii) USD $10.00. c. Exceptions. Nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable law, including liability for death or personal injury caused by negligence, fraud, or intentional misconduct, or any right to seek public injunctive relief where such limitation is prohibited by law. d. Basis of the bargain. You acknowledge that the limitations of liability set forth in this Section form an essential basis of the bargain between you and BzzAgent and that BzzAgent would not make the Platform available without these limitations. e. California waiver. To the extent permitted by law, you waive the protections of Section 1542 of the California Civil Code and any similar law, which states that a general release does not extend to claims that a releasing party does not know or suspect to exist at the time of the release.

14. INDEMNITY

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the BzzAgent Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements, and expenses, including (but not limited to) reasonable attorney’s fees, made by any third party, due to, arising out of or resulting from: (a) your breach (or anticipatory breach) of any of these Platform Terms; (b) your content and materials, including (but not limited to) User Content and the content on any third-party application you may link to the Platform; (c) your use of the Platform, Materials, or participation in the BzzAgent sampling program, other than as permitted by us; (d) your violation of laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including,without limitation, all administrative and legislative authorities or any agreement you have with a third party; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other rights of any person; (f) or any misrepresentation made by you.

The BzzAgent Parties will promptly notify you in writing of any claim subject to indemnification, provided that any failure to give prompt notice will not relieve you of your indemnification obligations except to the extent you are materially prejudiced by such failure.

You will cooperate reasonably with the BzzAgent Parties, at your expense, in the defense of any such claim.

The BzzAgent Parties may assume exclusive control of the defense and settlement of the claim, using counsel of their choice and acting in good faith. You may participate in the defense at your own expense.

No settlement that imposes any admission of liability, obligation, or restriction on you may be entered into without your prior written consent, which shall not be unreasonably withheld, conditioned, or delayed.15. APPLICABLE LAW AND VENUE

These Platform Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Illinois applicable to agreements made and entirely to be performed within the State of Illinois, without regard to its conflict of law principles.

Except where prohibited by applicable law, you agree that any legal action or proceeding arising out of or relating to these Platform Terms or the Platform shall be brought exclusively in the state or federal court located in Cook County, Illinois, and you hereby irrevocably and unconditionally consent and submit to the exclusive personal jurisdiction of such courts.

16. LOCATION OF THE PLATFORM & TERRITORIAL RESTRICTIONS

  1. Platform location and availability. The Platform is controlled and operated by BzzAgent in the United States. The Platform is not directed to and may not be available or appropriate for use in, all jurisdictions. Access to and use of the Platform is at your own initiative and risk, and you are responsible for compliance with applicable local laws. BzzAgent reserves the right, at any time and in its sole discretion, to restrict, suspend, or limit access to the Platform or any features thereof by any person, geographic area, or jurisdiction. Participation in the BzzAgent sampling program and other services may be subject to additional eligibility and territorial restrictions, as set out in the applicable Influencer Agreement or other terms.
  2. Export controls. Certain software related to or made available through the Platform may be subject to United States export controls and regulations. You agree not to download, export, or re-export any such software or technical data in violation of applicable export laws, including to countries or persons subject to U.S. sanctions or export restrictions. In particular, no software or technical data from the Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country or region to which the United States has embargoed goods or that has been designated by the U.S. government as “terrorist supporting”; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing or downloading any software related to this Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

17. CHANGES TO THESE TERMS

To the maximum extent allowed by applicable law, BzzAgent reserves the right to update or modify any of the terms and conditions contained in these Platform Terms, or any policy of the Platform, from time to time at any time and in its sole discretion (“Updated Terms“).

. If BzzAgent decides to change these Platform Terms or a Platform policy, it will post the Updated Terms on the Platform and update the effective date set forth above.

Where required by law, or in our discretion, where changes are material, we may also notify you by email or through the Platform. Unless otherwise stated, any updates will become effective upon posting.

Your continued use of the Platform after the effective date of the Updated Terms (or some other act that we reasonably specify) constitutes your acceptance of the Updated Terms. If you do not agree to the updated terms, you must stop using the Platform. We encourage you to review these Platform Terms periodically.

18. GENERAL TERMS

If any provision of these Platform Terms is held to be unlawful, invalid, void, or for any reason unenforceable, that provision shall be deemed severable from these Platform Terms and shall not affect the validity and enforceability of any remaining provisions.

If BzzAgent does not act after you or others breach these Platform Terms, it does not waive BzzAgent’s right to act in the future with respect to such breach or any subsequent breaches. No waiver by BzzAgent of any of these Platform Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of BzzAgent. Neither the course of conduct between the parties nor trade practice will act to modify these Platform Terms.

BzzAgent may assign or transfer its rights and duties under these Platform Terms to any party at any time without any notice to you. Platform Terms may not be assigned by you without BzzAgent’s prior written consent. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. Provisions of these Platform Terms that would logically survive termination will survive the termination of these Platform Terms, including (but not limited to) Disclaimer of Warranties, Limitation of Liability, and Indemnity.

19. CONTACT INFORMATION

If you have any questions about our Platform Terms, please contact us at legal@syndigo.com.