Agreement between User and New Faction Inc. (a California Corporation d/b/a Social Currency Ventures®)
The SCV (https://currency.social) website (the “Site”) is comprised of various web pages operated by New Faction Inc., a California Corporation d/b/a Social Currency Ventures® (“we.” “us,” or “SCV“). SCV and currency.social is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of currency.social constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
The SCV website is a membership-based Social Networking and Career/Business/Marketing/Fintech site offering a variety of services.
Visiting currency.social or sending emails to SCV constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign, share, or otherwise transfer your account to any other person or entity. You acknowledge that SCV is not responsible for third party access to your account that results from theft or misappropriation of your account. SCV and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
SCV does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use currency.social only with permission of a parent or guardian.
Third-Party Sites/Third Party Services
SCV may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of SCV and SCV is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SCV is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SCV of the site or any association with its operators.
Certain services made available via SCV are delivered by third party sites and organizations. By using any product, service or functionality originating from the currency.social domain, you hereby acknowledge and consent that SCV may share such information and data with any third party with whom SCV has a contractual relationship to provide the requested product, service or functionality on behalf of currency.social users and customers.
The SCV Site and Services may contain features and functionalities that may link you or provide you with access to third-party content which is completely independent of us, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet in general. Your interactions with organizations or individuals, including End Users, found on or through the Site and Services are solely between you and such organizations or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any interaction with any of these third parties. You agree that we are not responsible or liable for any loss or damage of any kind or nature incurred as the result of any such dealings. If there is a dispute between users of the Site or Services, or between users and any third party, you understand and agree that we are under no obligation to become involved. In the event that you have a dispute with any other user of the Site or Services, you hereby release us and our affiliates, and all of our officers, employees, agents, and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or the Site and Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
No Unlawful or Prohibited Use/Intellectual Property
All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of SCV or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. SCV content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of SCV and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of SCV or our licensors except as expressly authorized by these Terms.
Use of Communication Services
The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.
SCV has no obligation to monitor the Communication Services. However, SCV reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. SCV reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
SCV reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in SCV’s sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. SCV does not control or endorse the content, messages or information found in any Communication Service and, therefore, SCV specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
Acceptable Use of the Site and Services
You are responsible for your use of the Site and Services, and for any use of the Site or Services made using your account. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful to other users or to us. When you use the Site or Services, you may not:
- violate any law or regulation;
- violate, infringe, or misappropriate other people’s intellectual property, privacy, publicity, or other legal rights;
- post or share anything that is illegal, abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable;
- send unsolicited or unauthorized advertising or commercial communications, such as spam;
- engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from the Site or Services;
- transmit any viruses or other computer instructions or technological means whose purpose is to disrupt, damage, or interfere with the use of computers or related systems;
- stalk, harass, or harm another individual;
- impersonate any person or entity or perform any other similar fraudulent activity, such as phishing;
- use any means to scrape or crawl any Web pages contained in the Site;
- attempt to circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Site or Services;
- attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide the Site or Services; or
- advocate, encourage or assist any third party in doing any of the foregoing.
User Content and Materials Provided to SCV or Posted on Any SCV Web Page
SCV does not claim ownership of the materials you provide to SCV or post, upload, input or submit to any SCV Site or our associated services (collectively “Submissions” or “User Content”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting SCV, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
This permission/license is considered fully-paid and royalty-free, meaning we do not owe you anything else in connection with our use of your User Content. We may exercise our rights under this license anywhere in the world. We may sublicense our rights to End Users and otherwise as needed to provide the Site and Services. Lastly, this license is perpetual, meaning that our rights under this license continue even after you stop using the Site and Services. You agree that we may display advertising with or in connection with your User Content.
You represent and warrant that:
- you own all rights in and to your User Content and that you have the right to give us the rights described above;
- you have paid and will pay in full any fees or other payments that may be related to the use of your User Content; and
- your User Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party
Any User Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of User Content.
The Service is controlled, operated and administered by SCV from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the SCV Content accessed through currency.social in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
You agree to indemnify, defend and hold harmless SCV, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. SCV reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SCV in asserting any available defenses.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator’s award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision, shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and SCV agree otherwise, 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.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. NEW FACTION INC. AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.
NEW FACTION INC. AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. NEW FACTION INC. AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SCV reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other causes beyond our reasonable control.
To the maximum extent permitted by law, these Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.
You hereby agree that any action of whatever nature arising from or relating to these Terms, the Site, or Services will be filed exclusively in the state or federal courts located in Los Angeles, California. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and SCV as a result of this agreement or use of the Site. SCV’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of SCV’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by SCV with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future.
We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and SCV with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SCV with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Influencer/Talent Terms of Service
“You” refers to you as an influencer user of the Site or Services.
BY CLICKING “I AGREE” WHEN CREATING AN ACCOUNT ON CURRENCY.SOCIAL OR BY USING THE SITE OR SERVICES, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.
You must be at least 16 years old to create an SCV membership account and use the Site and Services. If you are under the age of majority in your state of residence, a minor, your parent or legal guardian must agree to these Terms on your behalf and you may only access and use the Site and Services with permission from your parent or legal guardian. If you are under the age of 18 then some Services and Additional Agreements may require signed permission from your parent or legal guardian.
An SCV membership account provides you access to our services. Our services are provided as a courtesy and we are not obligated to deliver any particular services to you. You are also not obligated to provide any services to us or our clients/partners/affiliates without Additional Agreements and/or Disclosures. Though we may provide career opportunities to you via our site or externally you agree that a membership account does not create a partnership, employment, or agency agreement between us.
Membership Account Termination
You or SCV may permanently or temporarily terminate, delete, or revoke access to your account and our services at any time, for any reason, without prior notice or explanation. Obligations required of you and/or SCV under any “Additional Agreements” or Disclosures will always supersede this Term and the outstanding obligation(s) or contract(s) must be fulfilled or legally terminated prior to membership account termination. If access to your account or SCV services is required to fulfill outstanding obligations we may at our discretion choose to revoke access to those services and communications which aren’t necessary for you to fulfill your obligations.
Unless explicitly stated otherwise, any additional agreements signed by you with SCV directly or facilitated through us on behalf of our clients/partners/affiliates will be subject to the same Terms already established herein for Arbitration, Indemnification, Class Action Waiver, and Liability Waiver. This allows our agreements to be simplified and address only the obligations outside of our standard Terms.
Fees and Payments
Our Fees and Your Payments: In most cases when SCV is contracted by a brand and we offer you monetary compensation to participate in a promotion/campaign we are paid by the brand for our marketing services and do not take a commission from your payment. Unless otherwise disclosed upfront we will initiate payment of the full agreed-upon fee in US Dollars (USD); however, we’re not responsible for any transaction or currency conversion fees you may be subject to by your chosen bank or other payment providers (i.e. PayPal).
Unless disclosed otherwise, in situations when we’re not working directly on behalf of a brand and we’re engaged by you to facilitate a deal, SCV will receive a standard 20% commission, which will be withheld from your final payment. You authorize SCV to receive full payment from the client on your behalf then initiate a transfer to you (less our commission) within 72 hours of the payment clearing into our account – this can take 24 hours to 7 days depending on the clients’ method of payment. Unless otherwise agreed upon we will initiate payments to you in US Dollars (USD) and we’re not responsible for any transaction or currency conversion fees you may be subject to by your chosen bank or other payment providers (i.e. PayPal).
You will need to provide us with the recipient account details to receive payments. We are not responsible for any delayed payment caused by your failure to provide us with this necessary information.
Taxes: US citizens will be required to provide us with a signed IRS W-9 form prior to receiving any payments from SCV. Your W-9 will be kept on file and typically we won’t need it again unless your information changes. Each year you will receive an IRS 1099-MISC form from SCV if you have received more than $600 USD from us in the past 365 days. International members outside of the US may also need to provide applicable foreign tax information prior to any payments being initiated.
Union Labor: SCV facilitated photo/video campaigns and other brand integrations are non-guild activities and there will be no residual or any other type of payment due in connection with them.
You and SCV agree and declare that these Terms create an independent contractor relationship and it is the parties’ express intent that their relationship be interpreted and held to be that of an independent contractor for all purposes. You are not a joint venturer with, or franchisee, partner, agent, or employee of SCV. You are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You assume sole liability for and will pay all employment taxes (including Social Security), income taxes, and other reports required by your activities under these Terms and will abide by all federal, state, and local laws governing your performance under these Terms. You will use your own equipment to perform your obligations under these Terms. You are solely responsible for making any disclosures required by law or any agreements you may have with any third parties to any person or entity regarding your performance under this Agreement. The parties’ relationship is non-exclusive, meaning that you can provide similar services to other organizations on terms and at times determined by you and that we can and do engage others to provide similar services to those contemplated by these Terms.
You agree that all communications between yourself, SCV, its executives and employees, partners, and other members is confidential information. You agree not to disclose any information obtained via SCV and its services to any third-party unless explicitly required by law.
Changes to Terms
SCV reserves the right, in its sole discretion, to change the Terms under which currency.social and related services are offered. The most current version of the Terms will supersede all previous versions. SCV encourages you to periodically review the Terms to stay informed of our updates.
SCV welcomes your questions or comments regarding the Terms:
New Faction Inc.
15260 Ventura Blvd Ste 1200
Los Angeles, California 91403
Effective as of August 22, 2019