Last updated: 22 February 2021.

Effective from: 22 February 2021.

These legal terms (English law applies and disputes will be settled by English courts) are between you and Ephemeral.ai Ltd trading as Acorn Links (“acornlinks.com”, “us”, “we”, or “our” or “Service Provider”) and you agree to them by using the Acorn app (the “Service” as described below).

You can contact us through email at help@acornlinks.com.

By signing up for, or using the Services (as defined below) or any of the services we provide, you are agreeing to be bound by the following terms and conditions (“Terms of Service” or “Agreement”).

The services offered by us under the Terms of Service include various products and services to help you sell goods and services to online customers. Any such services offered by us are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service.

From time to time, we may change our Services or these Terms of Service. This could be for any of the following reasons:

1. to introduce a new feature to any Service or to change the way we provide a Service or how it’s structured (which could include upgrades and improvements or what’s contained in a Service or that we can provide our Services in new areas);

2. to make technical changes to our Service and/or the technology we use (which could improve our Services);

3. to change your area code or phone number;

4. to change how we structure our Charges (which could be a change to what a Charge includes);

5. to make the Terms of Service clearer or easier for you to understand;

6. if we’ve changed the way we manage our business and/or the cost of running it increases;

7. because the cost to us of providing the Services has increased;

8. to reflect a change to a law, code of practice, regulation, guidance or responsibility that applies to us; or

9. another reason not listed here that we can’t predict right now.

If we change the Terms of Service that we believe significantly disadvantages you:

1. we’ll tell you (by email to your Registered Email Address) at least 30 days before the change. Sometimes these changes may be outside of our control (for example where they’re because of legal, financial, or regulatory requirements). If we need to make changes for these reasons, you won’t be able to end your Services without charge, and if we can’t give you 30 days’ notice of these changes, we’ll give you as much notice as possible;

2. if you don’t agree to these changes, you can let us know and we’ll close your account with no fee.

3. we’ll publish details of the change on our Website.

You can review the most current version of the Terms of Service at any time at https://legal.acornlinks.com/merchant-terms. Service Provider reserves the right to update and change the Terms of Service by posting updates and changes to the https://legal.acornlinks.com website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.

1. Account Terms

1. You must be 18 years or older and be the owner of, or represent, a bona fide brand, merchant or other purveyor of goods sold over the internet (any such entity a “Merchant”).

2. To access and use the Services, you must register for an Acorn Links account (“Account”) by providing your full legal name, a valid email address, and any other information indicated as required. This information may be collected through Shopify if you login with Shopify. We may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.

3. You acknowledge that we will use the email address you provide as the primary method for communication.

4. You are responsible for keeping your password secure. We cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

5. You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).

6. A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Service Provider, will result in an immediate termination of your services.

2. Our Rights & Obligations

1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.

2. We reserve the right to refuse service to anyone for any reason at any time.

3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate these Terms of Service.

4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any customer, employee, member, or officer will result in immediate Account termination.

5. Service Provider does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.

6. Merchant data we use and how we use it:

   1. Order and Customer Data

      1. We search recent orders, checking the discount code used in order to determine if an order is referred.

      2. We store the order id, the ids of the line items associated, and an identification number, as well as customer data.

      3. We use customer email addresses and names to help you find customers who might be micro-influencers.

   2. Usage Charge Data: We create Merchant Usage Charges to charge our fees (as further described herein)

   3. Shop Data: We use data to allow us to identify and contact Merchants; data includes the store owner’s name, email, location of business, domain of store, etc.

   4. Discount Code Data: We use this data to help us determine if you are already working with influencers using promo codes.

7. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment.

8. We are solely responsible for all applications that are used to facilitate the Services (“Applications”). No Merchant is liable for any fault in the Application or any harm that may result from its installation or use. Except as expressly agreed to by a Merchant, Merchant shall not provide or attempt to provide assistance with the installation or use of the Application. Subject to the limitations set forth herein, Service Provider is solely responsible for any liability which may arise from a Merchant’s access to or use of the Application, including: (A) the development, use, marketing or distribution of or access to the Application, including our support of the Application; or (B) our access, use, distribution or storage of data owned by the Merchant (“Merchant Data”).

3. Limitation of Liability

1. You expressly understand and agree that Service Provider shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.

2. In no event shall Service Provider or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, our partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference your violation of any law or the rights of a third party.

3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.

4. Service Provider does not warrant that the Service will be uninterrupted, timely, secure, or error-free.

5. Service Provider does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.

6. Service Provider does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

7. Subject to the above, the total liability of the Service Provider to you in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) percent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by you to the Service Provider during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.

4. Intellectual Property and Customer Content

1. We do not claim any intellectual property rights over the Materials you provide to the Service. All Materials you upload remains yours but you grant us (and our affiliates and partners) to view and use the Materials in a manner consistent with these terms of use. You can remove your Acorn Links store at any time by uninstalling the app in Shopify.

2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post; (b) to allow us to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Service Provider can, at any time, review all the Materials submitted to its Service, although Service Provider is not obligated to do so.

3. You acknowledge and agree that offering a discount to influencers creates a relationship with the influencers or other person that affects the weight or credibility of any endorsement provided - and such a relationship will require a clear and conspicuous disclosure of that relationship, unless it is already clear in the context of the endorsement.

4. You retain ownership over all Materials that you upload to Service; however, you agree to allow others to view Materials that you post which are still active and have not been deleted or uninstalled. You are responsible for compliance of the Materials with any applicable laws or regulations.

5. We will not disclose your confidential information to third parties (“Your Confidential Information”), except as required in the course of providing our services. Your Confidential Information includes any Materials or information provided by you to us which is not publicly known. Your Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.

6. Service Provider shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

5. Modifications to the Service and Prices

1. Prices for using the Services are subject to change upon 30 days’ notice from Service Provider . Such notice may be provided at any time by posting the changes to the Service Provider Site (https://acornlinks.com) or an in-Application announcement.

2. Service Provider reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.

3. Service Provider shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

6. Cancellation and Termination

1. You may cancel your Account at any time by emailing cancel@acornlinks.com and then following the specific instructions indicated to you in our response.

2. Upon termination of the Services by either party for any reason:

   1. Service Provider will cease providing you with the Services and you will no longer be able to access your Account;

   2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

   3. any outstanding balance owed to Service Provider for your use of the Services through the effective date of such termination will immediately become due and payable in full.

7. Privacy & Data Protection

1. Service Provider is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Service Provider's collection, usage and disclosure of this personal information is governed by our Privacy Policy.

2. By using the Service, you acknowledge and agree to our Data Processing Agreement. You can review the most current version of the Data Processing Agreement at any time at https://legal.acornlinks.com/data-processing-agreement

3. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.

4. To the extent that personal data is processed when you use the Services, the parties acknowledge that the Service Provider is a data processor and the merchant a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the Data Processing Terms.

5. If a third party alleges infringement of its data protection rights, the Service Provider shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.

8. Other General Provisions

1. These Terms of Service are only between you and us. You can’t transfer it or your rights to your Services to anyone else, or try to do so. However, we may take instructions from someone else we think, with good reason, is acting with your permission. We can transfer the Agreement, provision of the Services and/or our rights and obligations under it to someone else. If we think this might have a negative effect on your Services or your rights under the Agreement, we’ll tell you before we do this and ask your permission. You have to give your permission unless it’s reasonable for you to refuse it, delay it or put conditions on it.

2. If you receive any information from us (or someone acting for us) which might reasonably be confidential to us, you will not tell or show it to anyone else. You can only use such information to carry out your obligations under your Agreement with us.

3. If a court, arbitrator or any government agency tells us that any part of the Terms of Service isn’t valid, the remaining parts of the Terms of Service will still be valid and enforceable.

4. Each part or term of these Terms of Service is treated as separate. It’ll still be valid even if other parts or terms of the Terms of Service are found to be invalid or unreasonable.

5. No-one, except for you and us, has rights under the Terms of Service or the right to enforce any of its terms. No others can use the Contracts (Rights of Third Parties) Act 1999 to acquire such rights.

6. This Agreement with us sets out everything we’re agreeing between us about our providing you with your Services. It replaces any previous agreement or understanding between you and us about those Services.

7. If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, then that party’s obligation to perform in accordance with this Agreement will be suspended.

8. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. If the Force Majeure event lasts for more than 28 days the non-defaulting party may terminate this Agreement with immediate effect without penalty.