Last Updated on May 29, 2024

Welcome to PAIR ON!
These Terms and Conditions (“Terms”) establish the guidelines and principles for utilizing the PAIR ON Web Platform (the “Platform”), whether through our website at www.pairon.co, the web application, and/or the mobile application. By accessing or using the Platform, you are entering into a legally binding agreement with PAIRON PR LLC (“Pair On”) that governs your usage of the Platform. Whether you are an Influencer or representing a business, your use of the
Platform signifies your consent to adhere to these Terms. If you do not agree to all these Terms, you are expressly prohibited from using the Platform and must cease any further use.

1. Description of the Platform’s Service. The Platform operates as a dynamic platform designed to facilitate connections between businesses and influencers. Within the platform, businesses can offer their services (“Campaigns”) to influencers in exchange for the creation and distribution of content related to these Campaigns across the influencers’ social networks. Users, encompassing both businesses and influencers, can create profiles, discover potential matches, and engage in seamless communication through the platform.

2. User Representations. By downloading and using the Platform, User represents and warrants that:
a. All registration information submitted is true, accurate, current, and complete.
b. User will maintain the accuracy of such information and promptly update such registration information as necessary.
c. User has the legal capacity and agrees to comply with these Terms.
d. User is not a minor in the jurisdiction in which they reside, or if a minor, User’s parent or guardian has read and agreed to these Terms and will directly supervise any use of the Platform.
e. User will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise.
f. User will not use the Platform for any illegal or unauthorized purpose.
g. User will not use of the Platform will not violate any applicable law or regulation. If User provides any information that is untrue, inaccurate, not current, or incomplete, Pair On has the right to suspend or terminate User’s account and refuse all current or future use of the Platform.

3. User Accounts. Users may need to create an account to access certain features of the Platform.

Users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. Users agree to:
a. Provide accurate, current, and complete information during the registration process.

b. Update their information to keep it accurate, current, and complete.
c. Notify us immediately of any unauthorized use of their account or any other security breach.
Pair On reserves the right to remove, reclaim, or change a username if Pair On determines, at its sole discretion, that the username is inappropriate, obscene, or
otherwise objectionable.

4. User Content.

The Platform may allow Users to post, upload, or otherwise make available content, such as comments, reviews, or ratings (“User Content”). Although
Users retain ownership of any User Content, they grant Pair On a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, adapt, reproduce, distribute, and display such User Content in connection with the Platform. By submitting User Content, Users represent and warrant that:
a. They own or have the necessary rights, licenses, and permissions to post the User Content.
b. The User Content complies with all applicable laws and regulations.
c. The User Content does not infringe upon the rights of others.
Users are solely responsible for the User Content they upload. Pair On reserves the right to remove any User Content that violates these Terms or is deemed inappropriate, at its sole discretion.

5. Prohibited Activities. 

User may not access or use the Platform for any purpose other than that for which Pair On makes it available. Commercial use of the Platform is
restricted to activities specifically endorsed or approved by Pair On. Users agree not to:
a. Systematically retrieve data or other content from the Platform to create a collection, compilation, database, or directory without written permission from Pair On.
b. Deceive or mislead Pair On and other Users, especially in attempts to obtain sensitive account information such as passwords.
c. Circumvent or interfere with the Platform’s security features, including those that prevent or restrict copying of content or enforce limitations on the use of the Platform and its content.
d. Disparage, tarnish, or harm, in our opinion, Pair On and/or the Platform.
e. Use information from the Platform to harass, abuse, or harm another User.
f. Improperly use Pair On’s support services or submit false reports of abuse or misconduct.
g. Use the Platform to violate any laws or infringe on the rights of third parties.
h. Engage in unauthorized framing of or linking to the Platform.
i. Upload or transmit viruses, Trojan horses, or other harmful material, including excessive use of capital letters and spamming (repetitive text posting), that disrupt the Platform.
j. Engage in automated use of the system, such as scripts to send comments or messages, or data mining using robots or similar tools.

k. Delete copyright or other proprietary rights notices from any content.
l. Impersonate another User or use another User’s username.
m. Sell or otherwise transfer their profile.
n. Upload or transmit any material that acts as a passive or active information collection or transmission mechanism.
o. Use the Platform in a way that could damage, disable, overburden, impair, or interfere with it.
p. Upload or transmit content that is infringing, defamatory, obscene, or otherwise objectionable.
q. Harass, annoy, intimidate, or threaten any Pair On employees or agents.
r. Attempt to bypass measures designed to prevent or restrict access to the Platform.
s. Modify, reverse engineer, decompile, or disassemble the Platform, or create derivative works based on it.
t. Collect usernames and/or email addresses of Users for the purpose of sending unsolicited email or creating accounts by automated means or under false pretenses.
u. Use the Platform as part of any effort to compete with Pair On.

6. User’s Responsibilities and Obligations. 

By downloading and using this Platform, Users agree to the following responsibilities and obligations when offering and booking a
Campaign:

Influencers:

a. Acknowledge that the Campaign is not free and is subject to availability.
b. Comply with the Business’s requirements as the value exchanged for the Campaign.
c. Ensure their profile information is accurate and up to date.
d. Create high-quality content related to the Campaign according to the Business’s
specifications upon booking.
e. Distribute the content across their social networks as required by the Business.
f. Grant the Business a non-exclusive, royalty-free, worldwide, perpetual license to use,
modify, adapt, reproduce, distribute, and display the content and any related
intellectual property rights in any manner and through any media, now known or
conceived in the future, without the need for additional approval or compensation.
g. Warrant that the content does not infringe or violate the rights of third parties,
including copyrights, trademarks, and privacy or publicity rights.
h. Conduct themselves professionally and adhere to any guidelines set by the Business.
i. Acknowledge that if they fail to provide User Content or cancel bookings with less
than forty-eight (48) hours’ notice, they will pay for the retail value of the
Campaigns.

Businesses:

a. Describe the Campaign they are offering and provide all necessary information
for booking in the Platform.
b. Communicate expectations regarding the User Content creation and distribution
to influencers before booking a Campaign.
c. Respond to inquiries and booking requests from influencers in a timely manner.

d. Fulfill any agreed-upon obligations, such as providing the promised Campaign as
outlined in the Platform.
e. Ensure that any perishable Campaign offered has not expired.
f. Accept or decline influencers on waitlisted Campaigns before the event date.
g. In the case of suspension of a Campaign, honor bookings made by influencers
prior to its suspension.
By using the platform, both influencers and businesses agree to adhere to these
responsibilities and obligations. Failure to comply may result in account suspension or
termination.

7. Location. The Platform is intended solely for use by Users in the United States. Pair On makes no representation that the Platform is available or suitable for use outside the United States. If you access the Platform from locations outside the United States, you do so at your own initiative and are responsible for compliance with all applicable laws and any consequences that may arise.

8. Changes to Terms. Pair On reserves the right to modify these Terms at any time and for any reason, at our sole discretion. Pair On will alert Users about any changes by updating the “Last updated” date of these Terms. Users waive any right to receive specific notice of each such change. It is the User’s responsibility to periodically review these Terms and stay informed of updates. By continuing to use the Platform after the date such revised Terms are posted, Users will be subject to, and will be deemed to have accepted, the changes in any revised Terms.

9. Modifications and Platform Updates. Pair On reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, Pair On has no obligation to update any information on the Platform. Pair On also reserves the right to modify or discontinue all or part of the Platform without notice at any time. Pair On will not be liable to any User or any third party for any modification, suspension, or discontinuance of the Platform. Pair On may periodically update the Platform to add new features, fix bugs, or improve performance. These updates can be automatic or manual. By using the Platform, Users agree to receive such updates and acknowledge that access to the Platform may be temporarily restricted
during the update process. User agrees that Pair On has no liability whatsoever for any loss, damage, or inconvenience caused by User’s inability to access or use the Platform during any downtime or discontinuance of the Platform. Nothing in these Terms will be construed to obligate Pair On to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

10. Corrections. There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Pair On reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

11. Social Media Integration. Users may link their Platform account with third-party service providers through two methods: (1) providing login information via the Site, or (2) granting Pair On access to their third-party account, subject to the Terms of each account. Users confirm their entitlement to disclose login information or grant access without violating any Terms or obligating Pair On to pay fees or adhere to usage limitations imposed by third-party service providers. By granting access, Users understand that Pair On may access, make available, and store any content provided to and stored in their third-party account (“Social Network Content:) on the Site, including friend lists. Pair On may also submit and receive additional information from the User’s third-party account as notified during the linking process. Depending on selected third-party accounts and privacy settings, personally identifiable information posted on these accounts may be
accessible through the Site. If a third-party account becomes unavailable or access is terminated, Social Network Content may no longer be accessible through the Platform.  Users can disconnect their Platform account from third-party accounts at any time. The User’s relationship with third-party service providers is solely governed by their agreements. Pair On does not review Social Network Content and is not responsible for its accuracy, legality, or non-infringement. Pair On may access the User’s email address book and mobile contacts solely to identify and inform registered contacts about the Platform. Users can deactivate the connection through their account settings if applicable.

12. Platform Monitoring and Management. Pair On reserves the right, but not the obligation, to:
a. Monitor the Platform for violations of these Terms;
b. Take appropriate legal action against anyone who, in Pair On’s sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities;
c. Restrict, limit access to, or disable any User Content or portion thereof at Pair On’s sole discretion;
d. Remove the Platform, disable its further use, and eliminate all associated content at Pair On’s sole discretion and without notice or liability; and
e. Manage the Platform to protect Pair On’s rights and property and ensure its proper functioning.

13. Intellectual Property Rights. All intellectual property rights in the Platform and its content are owned by Pair On. This includes, but is not limited to, source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, trademarks, service marks, and logos. Except as expressly provided in these Terms, any use of Pair On’s intellectual property is strictly prohibited. Pair On will take legal action against any unauthorized use of its intellectual property. Provided that Users are eligible to use the Platform, Pair On grants a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Platform solely for the purposes established in these Terms. Pair On reserves all rights not expressly granted to Users regarding the Platform. Other product and company names mentioned may be trademarks of their respective owners.

14. Term and Termination. These Terms shall remain in effect for the duration of the User’s use of the Platform. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, PAIR ON RESERVES THE RIGHT, AT OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE
PLATFORM (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY USER, FOR ANY REASON OR FOR NO REASON. THIS INCLUDES, BUT IS NOT
LIMITED TO, BREACHES OF REPRESENTATIONS, WARRANTIES, OR COVENANTS CONTAINED IN THESE TERMS, OR VIOLATIONS OF ANY
APPLICABLE LAW OR REGULATION. PAIR ON MAY TERMINATE ANY USER’S USE OR PARTICIPATION IN THE PLATFORM, DELETE THEIR ACCOUNT, AND
REMOVE ANY CONTENT OR INFORMATION POSTED AT ANY TIME, WITHOUT WARNING, AT OUR SOLE DISCRETION. If Pair On terminates or suspends a User account for any reason, the User is prohibited from registering and creating a new account using their name, a fake or borrowed name, or the name of any
third party, even if they are acting on behalf of the third party. In the event of suspension, Pair On may cancel any future approved bookings at its sole discretion, without providing any remedy or compensation. In addition to terminating or suspending a User account, Pair On reserves the right to take appropriate legal action, including pursuing civil, criminal, and injunctive redress. 

15. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, PAIR ON DISCLAIMS ANY WARRANTIES REGARDING THE PLATFORM, STATING THAT
IT IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY GUARANTEES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PAIR ON DOES NOT
GUARANTEE THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR- FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR
THE SERVERS MAKING IT AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. USERS ACKNOWLEDGE THAT THEIR USE OF THE
PLATFORM IS AT THEIR SOLE RISK. PAIR ON DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY ANY USER THROUGH THE PLATFORM. PAIR ON WILL NOT BE A PARTY TO OR IN ANY WAY
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN USERS. AS WITH THE PURCHASE OF ANY PRODUCT OR SERVICE THROUGH ANY
MEDIUM OR ENVIRONMENT, USERS SHOULD USE THEIR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

16. Limitation of Liability. IN NO EVENT SHALL PAIR ON BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING
OUT OF OR IN CONNECTION WITH USERS’ USE OR INABILITY TO USE THE PLATFORM, EVEN IF PAIR ON HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. FURTHERMORE, PAIR ON DISCLAIMS ANY LIABILITY FOR THE PERFORMANCE OF THE PLATFORM RELATED BUT NOT LIMITED TO,

THE FOLLOWING:
a. Any loss or damage suffered by an Influencer because of attending a Campaign or the
failure of the corresponding business to fulfill the Campaign, or for not showing
relevant available Campaigns due to the lack of availability of such Campaigns
b. Lost or stolen items during attendance at reserved Campaigns;
c. The failure of Influencers to submit and publish the content;
d. The cancellation, rescheduling, or non-timely attendance of the Campaign by the
Influencers;
e. The quality and availability of the Influencers’ content;
f. Any acts or omissions of third parties in any way.
17. Indemnification. To the fullest extent permitted by law, Users agree to indemnify,
defend, and hold harmless Pair On, its affiliates, and their respective officers, directors,
employees, agents, licensors, and suppliers from and against all claims, losses, liabilities,
expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or
related to:
a. Users’ use of the Platform or any activities conducted through the Platform;
b. Any violation of these Terms by Users;
c. Any User Content submitted, posted, or transmitted through the Platform by Users;
d. Any violation of any rights of another person or entity by Users, including but not
limited to intellectual property rights, privacy rights, and proprietary rights;
e. Any breach of Users’ representations, warranties, and obligations set forth in these
Terms.
Pair On reserves the right, at User’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Users, in which event Users will fully cooperate with Pair On in asserting any available defenses. This indemnity obligation will survive the termination or expiration of these Terms and Users’ use of the Platform.

18. Governing Law. These Terms are governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico without regard to its conflict of law principles and Users irrevocably submits to the exclusive jurisdiction of the courts in that location.

19. Privacy Policy. Before the user utilizes the Platform, it is crucial to review our Privacy Policy. This policy governs how the user's personal information is collected and used, providing a clear understanding of our practices regarding registration data and other information relevant to your privacy. It is important to note that Pair On is not responsible for the use or misuse of data by third parties. Our Privacy Policy applies exclusively to the Platform. Pair On may notify the user about data breaches or exposures of private data but is not obligated to do so unless required by law.

20. Miscellaneous. These Terms constitute the entire agreement between Pair On and the User. The failure of Pair On to enforce any right or provision within these Terms does not waive such right or provision. These Terms are fully operational within the bounds permitted by law. Pair On retains the right to assign any or all its rights and obligations to others at its discretion. If any provision or part thereof within these Terms is deemed unlawful, void, or unenforceable, it shall be severed from these Terms without affecting the validity or enforceability of the remaining provisions. No joint venture, partnership, employment, or agency relationship arises between the User and Pair On through these Terms or the usage of the Platform. The User acknowledges that the drafting of these Terms by Pair On shall not be construed against Pair On. Additionally, the User hereby waives all defenses based on the electronic form of these Terms and the absence ofsignatures by the parties to execute these Terms.

21. Contact. If the User has any questions about these Terms and Conditions or the Platform,
please contact Pair On at info@pairon.co.