Influship API Terms of Service

Effective: May 12, 2026

These API Terms of Service (the "Agreement") are entered into by INF Labs, Inc., a Delaware corporation doing business as Influship ("Influship"), and the person or entity that accesses the API ("Customer," "you"). This Agreement governs your access to and use of the Influship API and is in addition to, and supplements, our general Terms of Service and Privacy Policy. In the event of a conflict between this Agreement and the general Terms of Service with respect to the API, this Agreement controls.

YOU AGREE TO THIS AGREEMENT BY (A) CREATING AN API KEY, (B) TRANSMITTING ANY REQUEST AUTHENTICATED BY AN INFLUSHIP API KEY, (C) INSTALLING OR IMPORTING THE INFLUSHIP SDK, (D) INVOKING THE INFLUSHIP MCP SERVER, OR (E) SETTLING A MACHINE PAYMENT IN RESPONSE TO A 402 RESPONSE FROM AN INFLUSHIP API ENDPOINT. IF YOU ACCEPT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY, AND "YOU" REFERS TO THAT ENTITY. IF YOU DO NOT AGREE, DO NOT ACCESS THE API.

Definitions
Access and credentials
Fees, credits, and payment
No refunds; chargebacks
Limits and quotas
Licence grant
Influship intellectual property
Restrictions on use of the API and Results
Customer products and derivative works
Acceptable use
Live retrieval endpoints
Creator data and removal
Customer Data
Confidentiality
Beta features; modification of the API
No service level commitment
Disclaimer of warranties
Limitation of liability
Indemnification
Term; suspension; termination
Export, sanctions, and government use
Governing law; venue; class action waiver
General
Contact

1. Definitions

1.1 "API" means the Influship application programming interface, including all endpoints under api.influship.com, the Influship SDK, the Influship MCP server, and any successor or related interface offered under this Agreement.

1.2 "API Key" means a credential issued by Influship through the developer dashboard that authenticates Customer requests.

1.3 "Credit" means the unit of metering used to price API usage, with a unit price published by Influship.

1.4 "Customer Application" means the Customer-developed product, service, workflow, or autonomous agent that calls the API.

1.5 "Customer Data" means the data Customer transmits to the API in a request, including queries, briefs, identifiers, and uploaded lists.

1.6 "Documentation" means the technical documentation Influship publishes at docs.influship.com, as updated from time to time.

1.7 "Influship Index" means Influship's proprietary database of information concerning social-media creators and their content, in the structure, organisation, schema, and form maintained by Influship, including: (a) the selection, arrangement, and coordination of records; (b) all derived, enriched, computed, inferred, scored, classified, or otherwise generated fields, including without limitation match scores, fit scores, lookalike scores, similarity vectors, creator embeddings, audience estimates, brand-safety scores, content categorisations, taxonomies, summaries, and related metadata; (c) all software, models, weights, embeddings, prompts, and algorithms used to produce or maintain the foregoing; and (d) all updates, versions, and successors thereto.

1.8 "Machine Payment" means a per-request payment made to Influship without an API Key pursuant to the x402 protocol or the Machine Payments Protocol, as described in the Documentation.

1.9 "Results" means the data, content, and other materials returned by the API to Customer in response to a request.

2. Access and credentials

2.1 API Key access. Customer may access the API by obtaining an API Key through the developer dashboard. Customer must be at least 18 years of age, or the age of majority in Customer's jurisdiction. Each API Key is associated with one organisation; Customer shall not share API Keys across organisations or transfer an API Key to any third party. Customer is responsible for all activity occurring under each API Key issued to Customer.

2.2 Machine Payment access. The API may also be accessed without an API Key by settling a Machine Payment. By settling a Machine Payment, Customer accepts this Agreement with respect to the request being paid for and any Results returned in response. The wallet, payment instrument, or signing identity used to settle the payment is the "Customer" for purposes of that request.

2.3 Credential security. Customer shall safeguard each API Key as confidential information. Customer shall not embed, publish, or otherwise expose an API Key in any environment, code, repository, network transmission, or user-facing surface accessible to any third party. Customer is responsible for all activity authenticated by an API Key issued to Customer, notwithstanding any compromise, loss, theft, or unauthorised use of that key.

3. Fees, credits, and payment

3.1 Pricing. The API is metered in Credits. Per-endpoint Credit costs, the unit price of a Credit, surcharges applicable to Machine Payments, and billing thresholds are set forth in the Documentation. Influship may modify any such amount at any time. Changes apply prospectively to requests made after the change takes effect. For Machine Payment requests, the price applicable to a request is the price advertised in the 402 response for that request.

3.2 Charging. A successful request is charged the Credit amount published for that endpoint. Influship does not charge for requests it rejects with status 400, 401, 402, 429, or 5xx, or for pagination through a prior search identifier as described in the Documentation. Customer's usage of the API is authoritatively measured by Influship's metering systems; the records maintained by Influship's metering systems govern in the event of any discrepancy.

3.3 Invoicing. Where Customer accesses the API via an API Key, Influship will invoice Customer through Stripe upon reaching the applicable billing threshold and at such other intervals as Influship may establish. Customer authorises Influship to charge the payment method on file for amounts owed. Amounts not paid when due bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Customer shall reimburse Influship's reasonable costs of collection.

3.4 Machine Payment settlement. Machine Payments are settled through the applicable payment rail (including on-chain settlement for x402 and Tempo USDC, and card settlement via Stripe Shared Payment Tokens). Customer is responsible for the operation, security, and terms of use of any wallet, facilitator, key-management service, or payment instrument Customer employs. Influship is not party to, and disclaims any responsibility for, those arrangements.

3.5 Taxes. Fees are exclusive of all taxes, levies, duties, and similar governmental assessments of any nature ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Influship's net income. If Influship has a legal obligation to pay or collect Taxes for which Customer is responsible, Influship will invoice Customer and Customer will pay that amount unless Customer provides Influship with a valid tax exemption certificate.

4. No refunds; chargebacks

4.1 No refunds. All fees paid to Influship are non-refundable, except where required by applicable law. Successful API responses, once delivered, are non-cancellable and non-refundable.

4.2 Machine Payment finality. Customer acknowledges that Machine Payments settled on-chain are non-reversible. Influship has no obligation to refund, reverse, or otherwise unwind a settled Machine Payment.

4.3 Chargebacks. Customer shall not initiate a chargeback, payment reversal, or dispute against Influship without first providing Influship written notice of the disputed amount and a reasonable opportunity (not less than fifteen (15) days) to investigate. An unauthorised chargeback is a material breach of this Agreement and entitles Influship to suspend or terminate access without notice, in addition to any other remedies.

4.4 Responsibility for usage. Customer is responsible for all fees incurred under Customer's API Keys, including fees incurred as a result of unauthorised access caused by Customer's failure to safeguard a credential.

5. Limits and quotas

Influship enforces per-key, per-minute, per-hour, and per-rail rate limits, credit budgets, and trust tiers as described in the Documentation. Influship may modify any limit at any time, including without notice where Influship reasonably determines that immediate action is necessary to protect the security, integrity, or availability of the API. Customer shall not, and shall not attempt to: (a) circumvent any rate limit, quota, billing enforcement, authentication mechanism, or other technical measure; (b) create or use multiple accounts or API Keys to evade a limit, a suspension, a trial restriction, or pricing applicable to Customer; or (c) coordinate access across credentials to exceed the limits applicable to any single credential.

6. Licence grant

Subject to Customer's continuing compliance with this Agreement, Influship grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the Term, to: (a) call the API; (b) install, store, and use the SDK as integrated into the Customer Application; and (c) use Results internally and within the Customer Application solely for the business purposes for which the corresponding request was made. No other licence or right is granted by implication, estoppel, or otherwise.

7. Influship intellectual property

7.1 Ownership. As between the parties, Influship owns and retains all right, title, and interest in and to the API, the SDK, the Documentation, the Influship Index, all derived and computed fields generated by Influship in producing Results, all software, models, weights, embeddings, prompts, training data, fine-tunes, and algorithms used to operate the API, all Documentation, all related improvements and derivative works, and all copyrights, patents, trademarks, trade secrets, sui generis database rights (including without limitation rights under Directive 96/9/EC and any national implementation thereof), and other intellectual property rights in or to any of the foregoing.

7.2 Compilation and database rights. Customer acknowledges that the Influship Index, including the selection, coordination, arrangement, enrichment, scoring, and classification of its contents, constitutes a protected compilation, a protected database, and a trade secret. Individual items of underlying public information may not, in isolation, be subject to copyright; the Influship Index as a whole is. The licence in Section 6 does not transfer ownership of, or any right in, the Influship Index beyond the limited use permitted by this Agreement.

7.3 Results are licensed, not sold. Results are licensed to Customer for use as expressly permitted by this Agreement. Customer obtains no ownership interest in Results, and Influship reserves all rights not expressly granted. For clarity, where a Result includes a derived, scored, classified, inferred, or otherwise computed field, that field is Influship's property, notwithstanding that it relates to a creator whose underlying public profile information may not itself be proprietary to Influship.

7.4 Trademarks. "Influship," the Influship logo, and other Influship marks are trademarks of Influship. Customer is granted no right to use such marks except as expressly authorised in writing by Influship or as permitted by Section 23.7 (Publicity).

7.5 Feedback. If Customer provides Influship any suggestion, comment, enhancement request, recommendation, correction, or other feedback relating to the API or the Influship Index ("Feedback"), Customer hereby grants Influship a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify, distribute, and exploit such Feedback in any manner and for any purpose, without obligation or attribution.

8. Restrictions on use of the API and Results

Customer shall not, and shall not permit any third party (including any end-user of the Customer Application) to:

(a) Bulk extraction. Use the API to enumerate, mirror, replicate, or otherwise extract the Influship Index, in whole or in any substantial part, including by sequential identifier walks, exhaustive query plans, scripted pagination across topics, or any other pattern whose purpose or effect is to obtain the contents of the Influship Index in bulk, irrespective of compliance with rate limits or fee payment.

(b) Resale and redistribution. Sell, resell, license, sublicense, rent, lease, distribute, publish, syndicate, or otherwise make Results available to any third party as a dataset, list, feed, file, or other data product, or as the primary or material value of a service that repackages, exposes, or relays Results.

(c) Competing services. Use Results, the API, the SDK, or any output of any of the foregoing to develop, train, fine-tune, distil, evaluate, benchmark, or operate any product, model, dataset, index, or service that is, or whose primary or material purpose is to provide functionality that is, competitive with Influship. Whether a use is competitive with Influship is determined by reference to Influship's products and services as offered from time to time.

(d) Reverse engineering. Reverse engineer, decompile, disassemble, extract underlying ideas or algorithms from, or otherwise attempt to derive the source code, models, weights, embeddings, training data, or trade secrets of the API, the SDK, or the Influship Index, except to the extent this restriction is prohibited by applicable law.

(e) Benchmarking and publication. Publish or disclose to any third party any benchmark, performance test, comparison, response sample, response volume, latency measurement, or accuracy evaluation of the API or the Influship Index, except (i) with Influship's prior written consent, or (ii) such disclosure to Customer's professional advisors as is bound by duties of confidentiality.

(f) Removal of notices. Remove, alter, or obscure any copyright, trademark, or other proprietary notice associated with the API, the SDK, the Documentation, or the Results.

(g) Circumvention. Use the API in a manner that circumvents the restrictions of this Section 8 or Section 10 (Acceptable use), including by laundering Results through intermediate processing, anonymisation, or re-derivation in an attempt to avoid characterisation as Results.

The restrictions in this Section 8 are material. Customer's breach of any provision of this Section 8 constitutes a material breach of this Agreement.

9. Customer products and derivative works

Subject to Section 8, Customer may use Results within the Customer Application, including to display Results to Customer's authorised end users, to combine Results with Customer's own data, and to generate analytics, shortlists, briefs, summaries, and other outputs ancillary to the operation of the Customer Application. Such outputs are derivative works of, and remain subject to the restrictions on, the underlying Results.

Customer may retain Results only for so long as needed for the Customer Application during the Term and during the wind-down period in Section 20.4, and subject in all cases to Section 12 (Creator data and removal).

10. Acceptable use

Customer shall not use the API, or permit the API to be used:

(a) to harass, stalk, threaten, dox, or send unsolicited bulk communications to any creator, audience member, or other natural person;

(b) to operate a service whose purpose is to enable surveillance, non-consensual contact, identity theft, or coordinated abuse;

(c) to compile or supply data for political microtargeting in violation of any applicable law or platform policy;

(d) to make, or as a material input to, any decision regarding employment, credit, insurance, housing, education, or any other matter for which use of consumer information is regulated by law, including the Fair Credit Reporting Act, except in compliance with all applicable requirements;

(e) to impersonate Influship or to misrepresent the source or endorsement of any communication;

(f) to violate any applicable law, including export-control law, sanctions law, anti-spam law, data-protection law, or intellectual-property law; or

(g) to access, store, or process data in a manner that creates a breach of, or liability under, the terms of service, acceptable use policy, or other rules applicable to any public, third-party, or other source from which Influship or its suppliers obtain data underlying the Influship Index or any Result.

Influship may suspend or terminate access without notice or refund for any breach of this Section 10. Influship may report apparent violations to the relevant platform operators or law-enforcement authorities to the extent permitted by applicable law and Influship's Privacy Policy.

11. Live retrieval endpoints

Endpoints designated in the Documentation as live retrieval endpoints (currently those under /v1/raw/*) perform retrievals from third-party platforms in real time in response to Customer's request. When Customer invokes such an endpoint, Customer instructs Influship to perform the identified retrieval on Customer's behalf. Customer represents and warrants that Customer has a lawful basis for the retrieval and for Customer's intended use of the data returned in response.

Live retrieval endpoints are provided AS IS and AS AVAILABLE, may be subject to changes by third-party platforms, and may be unavailable, degraded, or return partial or empty Results without notice. Customer's sole and exclusive remedy in respect of unavailability of a live retrieval endpoint is to discontinue use of that endpoint.

12. Creator data and removal

The Influship Index is populated with information sourced from public profiles, supplemented by Influship's derived and computed fields. Customer acknowledges that creators may request removal of their information from the Influship Index in accordance with Influship's general Terms of Service and Privacy Policy.

Upon Influship's notice that a creator's information has been removed from the Influship Index, or upon Customer's actual knowledge that such removal has occurred, Customer shall, within thirty (30) days, delete or suppress that creator's Results from the Customer Application and from Customer's records, except that Customer may retain the minimum information necessary to honour the suppression (such as a hashed identifier on a blocklist).

Customer responsibility for data-protection compliance. The API and the Results are provided AS IS for purposes of data-protection compliance. Customer is solely responsible, at Customer's expense, for compliance with all applicable data-protection, privacy, marketing, telecommunications, and electronic-communications laws and regulations in connection with Customer's receipt, processing, retention, transfer, and use of Results, including without limitation the General Data Protection Regulation (EU) 2016/679, the UK GDPR, the California Consumer Privacy Act, the California Privacy Rights Act, and any analogous law in any jurisdiction where Customer operates or where Customer's end users or data subjects are located. Without limitation, Customer is solely responsible for: (a) establishing and documenting a lawful basis for Customer's processing of any personal data contained in Results; (b) issuing any notices or disclosures required by applicable law; (c) honouring rights of access, rectification, deletion, restriction, objection, portability, or opt-out asserted against Customer; and (d) entering into any data-processing addendum or standard contractual clauses required for onward transfers by Customer. For purposes of GDPR, UK GDPR, CCPA, CPRA, and analogous laws, each party acts as an independent controller of personal data it determines to process; nothing in this Agreement constitutes Influship as Customer's processor, service provider, or contractor. Influship does not provide, and is under no obligation to enter into, a data-processing agreement, business- associate agreement, or similar instrument in respect of the API.

13. Customer Data

13.1 Ownership and licence. As between the parties, Customer Data is and remains the property of Customer. Customer hereby grants Influship a worldwide, non-exclusive, royalty-free licence to host, store, transmit, process, and otherwise use Customer Data solely (a) to provide and operate the API and the Results, (b) to enforce this Agreement, (c) to comply with applicable law, and (d) to generate aggregated or de-identified data that does not reasonably permit identification of Customer or any natural person ("Aggregated Data"). Influship may use Aggregated Data without restriction.

13.2 No model training on Customer Data. Influship shall not use the content of Customer Data to train, fine-tune, or evaluate any large language model, foundation model, or other generative model that is made available to third parties.

13.3 Customer responsibility. Customer represents and warrants that Customer has all rights necessary to grant the licence in Section 13.1 and that Customer Data does not infringe, misappropriate, or violate the rights of any third party.

14. Confidentiality

Each party (the "Receiving Party") shall (a) hold the other party's ("Disclosing Party") Confidential Information in strict confidence, (b) protect such Confidential Information using the same degree of care that it uses to protect its own confidential information of similar importance, but in no event less than reasonable care, and (c) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement. "Confidential Information" means non-public information disclosed by the Disclosing Party that is identified as confidential or that reasonably should be understood to be confidential. The API, the SDK, the Influship Index, pricing not posted publicly, and Influship's technical and business plans are Influship's Confidential Information. These obligations do not apply to information that is or becomes publicly available without breach of this Agreement, was rightfully known to the Receiving Party without a duty of confidentiality, is independently developed without reference to the Disclosing Party's Confidential Information, or is rightfully obtained from a third party without restriction.

15. Beta features; modification of the API

15.1 Beta features. Influship may designate certain features, endpoints, fields, or capabilities as "beta," "preview," "experimental," or with similar designation ("Beta Features"). Beta Features are provided AS IS, may be changed or discontinued at any time without notice, and are not subject to any service commitment or compatibility commitment.

15.2 Modification of the API. Influship may modify, update, version, or deprecate the API, the SDK, or any feature, endpoint, parameter, response field, or Documentation at any time. Influship shall use commercially reasonable efforts to provide reasonable advance notice of materially backward-incompatible changes to stable endpoints, except where shorter notice is necessary to comply with law, address a security incident, or mitigate abuse.

16. No service level commitment

The API is provided without any service-level agreement, uptime commitment, availability commitment, or service credit, except as expressly set forth in a separately executed order form between Influship and Customer.

17. Disclaimer of warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE API, THE SDK, THE INFLUSHIP INDEX, AND ALL RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND INFLUSHIP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. INFLUSHIP DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, INFLUSHIP MAKES NO WARRANTY THAT ANY RESULT IS ACCURATE, COMPLETE, CURRENT, OR FIT FOR ANY PARTICULAR USE; ALL SCORES, ESTIMATES, CLASSIFICATIONS, AND INFERENCES ARE PROBABILISTIC AND CUSTOMER ALONE IS RESPONSIBLE FOR EVALUATING THEIR SUITABILITY FOR CUSTOMER'S PURPOSES.

18. Limitation of liability

18.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INFLUSHIP, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, CUSTOMERS, CONTRACTS, ANTICIPATED SAVINGS, OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE API, THE SDK, THE INFLUSHIP INDEX, OR ANY RESULTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT INFLUSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF INFLUSHIP TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE API, THE SDK, THE INFLUSHIP INDEX, OR ANY RESULTS, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE LESSER OF (A) THE FEES PAID BY CUSTOMER TO INFLUSHIP UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). FOR THE AVOIDANCE OF DOUBT, IN NO EVENT SHALL INFLUSHIP'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED US$100.

18.3 Exclusions from cap. The limitations in Sections 18.1 and 18.2 do not apply to (a) Customer's payment obligations under Section 3, (b) Customer's obligations under Sections 7 (Influship intellectual property), 8 (Restrictions), 10 (Acceptable use), or 19 (Indemnification), (c) liability for gross negligence, wilful misconduct, fraud, or infringement of the other party's intellectual property, or (d) any other liability that cannot be limited or excluded under applicable law.

18.4 Allocation of risk. Customer acknowledges that the limitations of liability in this Section 18 are an essential element of the basis of the bargain between the parties and that Influship has set its pricing in reliance on them. The limitations apply notwithstanding the failure of any limited or essential remedy.

19. Indemnification

Customer shall defend, indemnify, and hold harmless Influship, its affiliates, and each of its and their respective officers, directors, employees, and agents (each, an "Indemnitee") from and against any and all third-party claims, suits, proceedings, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to: (a) the Customer Application or Customer's use of the API, the SDK, or any Results; (b) Customer Data; (c) Customer's breach of this Agreement; (d) Customer's violation of applicable law; (e) Customer's invocation of a live retrieval endpoint under Section 11; or (f) any claim that the operation of the Customer Application or Customer's use of Results infringed, misappropriated, or otherwise violated the rights of any third party, including any creator's privacy or publicity rights.

The indemnified Indemnitee shall (i) give Customer prompt written notice of the claim, (ii) tender control of the defence and settlement to Customer, provided that Customer shall not settle any claim that imposes any non-monetary obligation on, or admission of liability by, an Indemnitee without that Indemnitee's prior written consent, and (iii) provide reasonable cooperation in the defence at Customer's expense.

20. Term; suspension; termination

20.1 Term. This Agreement commences upon Customer's first act of acceptance described in the preamble and continues until terminated as provided in this Section 20 (the "Term").

20.2 Suspension. Influship may suspend Customer's access to the API, in whole or in part, immediately and without notice, if Influship reasonably determines that (a) Customer has breached this Agreement, (b) Customer's use of the API poses a security, reputational, legal, or operational risk to Influship, its other customers, or any third party, (c) Customer has not paid amounts owed when due, or (d) suspension is required to comply with applicable law or a binding order.

20.3 Termination. Either party may terminate this Agreement at any time. Termination by Customer is effected by ceasing all access to the API and revoking any active API Keys. Termination by Influship is effective on notice to Customer (which may be given through the developer dashboard, by email, or, for Machine Payment Customers, by serving a final 402 or 403 response). Influship may terminate this Agreement immediately for cause upon any material breach by Customer, including any breach of Section 7, 8, 10, or 19.

20.4 Effect of termination. Upon termination: (a) all licences granted to Customer hereunder immediately terminate; (b) Customer shall cease all access to and use of the API and the SDK; (c) within thirty (30) days, Customer shall delete from Customer's systems all Results and all copies thereof, except (i) Results retained as required by applicable law and (ii) the minimum information necessary to honour creator-removal obligations under Section 12; (d) Customer shall pay all fees accrued through the effective date of termination; and (e) Sections 1, 4, 7, 8, 12, 13, 14, 17-19, 20.4, 21, 22, and 23 survive termination.

21. Export, sanctions, and government use

Customer represents and warrants that (a) Customer is not located in, ordinarily resident in, or organised under the laws of any country or territory subject to comprehensive U.S. sanctions, (b) Customer is not identified on any U.S. government list of restricted or prohibited persons, including the OFAC Specially Designated Nationals list, and (c) Customer will not access or use the API in violation of any export-control law, sanctions law, or anti-corruption law of any jurisdiction applicable to Customer.

If Customer is a U.S. government end user, the API, the SDK, and the Documentation are "commercial items," "commercial computer software," and "commercial computer software documentation" as those terms are used in 48 C.F.R. 2.101, 12.212, and 227.7202, and Customer's rights are limited to those expressly granted by this Agreement.

22. Governing law; venue; class action waiver

22.1 Governing law. This Agreement is governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict-of-laws principle that would result in the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

22.2 Exclusive venue; consent to jurisdiction. Except as provided in Section 22.5, any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in San Francisco County, California. Customer irrevocably consents and submits to the personal jurisdiction of, and venue in, those courts, and irrevocably waives any objection (including any objection of forum non conveniens) to the maintenance of any such action in those courts. Customer agrees that service of process by certified mail, return receipt requested, to Customer's address of record is valid and effective.

22.3 Class action waiver. EACH PARTY AGREES THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS HELD UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) SHALL BE SEVERED FROM ANY CLASS PROCEEDING AND PURSUED INDIVIDUALLY.

22.4 Time limitation. Any action arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues, or it is permanently barred. This limitation applies to the maximum extent permitted by applicable law.

22.5 Equitable relief. Notwithstanding Section 22.2, Influship may seek injunctive, specific performance, or other equitable relief in any court of competent jurisdiction worldwide to protect its intellectual property, Confidential Information, or the security or integrity of the API. Customer acknowledges that a breach of Section 7, 8, 10, or 14 would cause Influship irreparable harm for which monetary damages would be an inadequate remedy, and that Influship is entitled to seek equitable relief without the necessity of posting a bond.

22.6 Prevailing party fees. In any action arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees, expert witness fees, court costs, and other costs of enforcement, in addition to any other relief to which it is entitled.

23. General

23.1 Entire agreement. This Agreement, together with any executed order form, the Documentation incorporated by reference, the general Terms of Service, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the API and supersedes all prior or contemporaneous understandings, written or oral. In the event of a conflict, the order of precedence is: (a) a fully executed order form, (b) this Agreement, (c) the general Terms of Service, (d) Documentation.

23.2 Amendments. Influship may amend this Agreement from time to time by posting an updated version, identified by an updated effective date, at the URL where this Agreement is published. Continued access to or use of the API after the effective date of an amendment constitutes acceptance of the amended Agreement. For Customers who access the API by Machine Payment, the version of this Agreement in effect at the time of each request governs that request.

23.3 Notices. Notices to Influship must be sent to legal@influship.com with a copy by post to INF Labs, Inc., 131 Continental Drive Suite 301, Newark, Delaware 19713. Notices to Customer may be sent to the email address or postal address of record on Customer's account or delivered through the developer dashboard. Notice is effective upon receipt or, where delivered through the developer dashboard, upon posting.

23.4 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Influship's prior written consent. Influship may assign this Agreement without restriction, including in connection with a merger, acquisition, reorganisation, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 23.4 is void.

23.5 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, fiduciary, or employment relationship.

23.6 Force majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, denial-of-service attack, internet failure, source-platform disruption, or third-party service failure.

23.7 Publicity licence. Customer hereby grants Influship a perpetual, irrevocable (subject to the opt-out below), worldwide, royalty-free, sublicensable licence to use, reproduce, display, distribute, and modify Customer's name, trademarks, service marks, trade names, logos, and a factual description of Customer's use of the API, in any media now known or hereafter developed, for the purposes of identifying Customer as a customer or user of Influship and promoting Influship, including in customer lists, marketing materials, case studies, sales decks, press releases, web pages, social-media posts, investor communications, and analyst briefings. Customer may opt out of new uses of the licence granted in this Section 23.7 by written notice to Influship at legal@influship.com; the opt-out is prospective only and does not affect (a) materials produced or distributed before the opt-out is received or (b) Influship's continued display, distribution, or other use of such materials. Other uses of a party's marks require the other party's prior written consent.

23.8 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

23.9 No waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

23.10 Headings. Section headings are for convenience of reference only and do not affect the interpretation of this Agreement.

23.11 Counterparts and electronic acceptance. This Agreement may be accepted by the electronic acts described in the preamble, each of which is deemed an original.

23.12 No third-party beneficiaries. Except as expressly provided in Section 19 (Indemnification) with respect to Indemnitees, this Agreement confers no rights or remedies on any person or entity other than the parties and their permitted successors and assigns.

23.13 Cumulative remedies. Except as expressly stated, the rights and remedies of the parties under this Agreement are cumulative and are in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

23.14 No reliance; integration. Customer acknowledges that, in entering into this Agreement, Customer has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set forth in this Agreement. Nothing in this Section 23.14 limits or excludes liability for fraud or fraudulent misrepresentation.

23.15 Construction. The words "including," "include," and "includes" mean "including without limitation." The words "shall" and "will" are used interchangeably and have the same meaning. References to a statute or regulation include any amendment or successor to it. Words denoting the singular include the plural and vice versa, and words denoting any gender include all genders. Ambiguities, if any, in this Agreement shall not be construed against the drafting party.

23.16 Time of essence; set-off. Time is of the essence with respect to Customer's payment obligations under this Agreement. Influship may, at its option, set off any amount owed by Customer to Influship under this Agreement or otherwise against any amount Influship may owe Customer, including any credit Influship elects to issue.

23.17 No agency relationship with end users. Influship has no relationship with, or obligation to, any end user of the Customer Application. Customer is solely responsible for its end users, including for providing all customer service, billing, dispute resolution, and any legally required notices to them.

23.18 Compliance investigation. Upon Influship's reasonable request and with reasonable notice, Customer shall provide written information sufficient to demonstrate Customer's compliance with Sections 7, 8, 10, and 13. Influship's exercise of its rights under this Section 23.18 does not limit any other right or remedy available to Influship.

24. Contact

support@influship.com
INF Labs, Inc., 131 Continental Drive Suite 301, Newark, Delaware 19713