End User Agreement

Phyllo Inc. ("Phyllo" "we," "our," and/or "us") provides services that inter alia enable you ("you," "your" and/or "End User") to connect your accounts (each, an "Account") on various Platforms, to Clients, to facilitate or enable one or more functionalities of the Client Application, such as the collection and modification of your data in the Accounts and Platforms.

This Agreement is an agreement between you and Phyllo regarding your use of Phyllo’s Offering. For matters relating to your privacy, please refer to our Privacy Policy (https://getphyllo.com/privacy-policy), which is to be read along with this End User Agreement. Each Phyllo Offering may also be subject to separate terms of use, which will also apply to you. You should read the terms of use for each Phyllo Offering that you use and your use of such Phyllo Offering will imply your consent to such terms.

1. 1. Definitions.

1. 1.1 "Affiliate" of Phyllo means any Person that directly or indirectly Controls, is Controlled by, or is under common Control with, Phyllo.
2. 1.2 "Agreement" means collectively this End User Agreement, the Privacy Policy and any other terms of use that apply to any Phyllo Offering.
3. 1.3 "Anonymised Data" means the following data that has been anonymised by removing all personal / identifying information and information about the source of such data (whether or not aggregated with any other data relating to other clients and users of Phyllo’s Offering): (i) data relating to your usage of any part or all of Phyllo’s Offering, (ii) data provided by you, and (iii) End User Data.
4. 1.4 "Client(s)" means the Person(s) who has integrated any aspect of Phyllo’s Offering with their website, application, software or service and who is authorised by the End User to receive End User Data.
5. 1.5 "Client’s Application" means a website, software and/or software-as-a-service application that the Client uses to interact with you and/or to sell products or services to you, which integrates some or all aspects of Phyllo’s Offering.
6. 1.6 "Control" means the power, direct or indirect, whether by ownership of equity or voting interests, contract or otherwise to (i) direct or cause the direction of the management and policies of the Person; or (ii) appoint the majority of the board or other governing body of the Person. Ownership of more than 50% of the voting securities or other ownership interest in a Person shall be deemed to constitute Control.
7. 1.7 "End User Data" means any data, information, and materials about you provided to Phyllo and/or the Client by you through Phyllo’s Offering or through any Platform, or otherwise obtained by Phyllo, including, without limitation, information about your Account (e.g., login credentials), an individual’s name, address, telephone number, email address, financial information, service ratings and connections (by whatever name it is called, for instance, followers, subscribers, and/or friends). To further understand what kinds of data Phyllo collects from or about an you, please refer to our Privacy Policy.
8. 1.8 "Intellectual Property" means all patent rights (including utility models), copyrights, moral rights, trademark and service mark rights, trade secret rights, and any other similar proprietary or intellectual property rights (registered or unregistered) throughout the world, together with all applications for any of the foregoing.
9. 1.9 "Link Application" means any website, application, service or software provided by Phyllo which the End User uses to engage with Phyllo or the Services directly.
10. 1.10 "Minor" means an individual who is less than the minimum age prescribed under law to provide consent or to enter into contracts, provided that in no event will such age be less than 16 years.
11. 1.11 "Party" means Phyllo and End User individually and "Parties" means Phyllo and End User collectively.
12. 1.12 "Person" means any individual, partnership, limited liability partnership, limited liability company, body corporate, corporation, association, society, trust or other entity or organization, whether or not a juridical person.
13. 1.13 "Phyllo’s Offering" means the Services, the Website, the Link Application, Phyllo’s API, software, platform, tools, applications, documentation and any other thing made available by Phyllo.
14. 1.14 "Platform" means third party creator economy platforms including social networking platforms that allow its users to share pictures, videos or other content, or any other Person as may be expressly approved by End User.
15. 1.15 "Privacy Policy" means Phyllo’s privacy policy available at https://getphyllo.com/privacy-policy.
16. 1.16 "Services" means any services offered by Phyllo, through any means, including through its APIs, the Client Application, the Link Application, integration with Platforms, software, applications, websites etc.
17. 1.17 "Website" means https://www.getphyllo.com/ and such other websites as may be made by available by Phyllo from time to time.

1. 2. Interpretation.

1. 2.1 references to "this Agreement" include all amendments, additions and variations thereto;
2. 2.2 the headings and sub-headings are for convenience only and shall not affect the construction of this Agreement;
3. 2.3 unless the context otherwise requires the singular shall include the plural and vice versa;
4. 2.4 the words "other" and "otherwise" are not to be construed ejusdem generis with any foregoing words, and whenever the words "include", "includes" or "including" are used in this Agreement, they will be deemed to be followed by the words "without limitation";
5. 2.5 references to clauses are to clauses of this Agreement (unless otherwise specified); and
6. 2.6 any reference to a statute, statutory provision or other legislation includes, for the time being in force: (i) any order, regulation, instrument or other subordinate legislation made under it; and (ii) any amendment, extension, consolidation, re-enactment or replacement of it.

1. 3. Capacity.

1. 3.1 By accepting this Agreement and/or by using Phyllo’s Offering, you agree to the Agreement and confirm that you have all necessary rights and the capacity to do so.
2. 3.2 You hereby represent and warrant that: (i) you are not a Minor; and (ii) you are not disallowed from entering into this Agreement in any way under the applicable law.
3. 3.3 If you are accepting the Agreement on behalf of any Person (including a Minor) other than yourself, you represent and warrant that: (i) you have full legal authority to bind that Person to the Agreement; (ii) you have read and understand this Agreement; (iii) you agree to the Agreement on behalf of the Person that you represent; and (iv) you are responsible for all actions of such Minor or individual , and for their compliance with this Agreement.
4. 3.4 IF YOU ARE NOT ABLE TO REPRESENT OR WARRANT ANY OF THE ABOVE, PLEASE DO NOT ACCEPT THIS AGREEMENT OR ACCESS OR USE PHYLLO’S OFFERING.

1. 4. Access, Authorisation.

1. 4.1 Depending on the nature and functionality of the relevant Phyllo’s Offering, you shall only access Phyllo’s Offering by one or more of the following means: (i) through the Website or through the Link Application, or (ii) through a Client’s Application.
2. 4.2 You hereby authorise Phyllo and the Client to (i) use your data and credentials to access all Platforms with which you have Account(s), and/or (ii) collect or obtain End User Data from the Platforms, and/or (iii) add any new data provided by the Client or by you to the Accounts or Platforms, (iv) modify any End User Data, and/or (iv) streamline your End User Data across Accounts and Platforms, in each case solely as instructed by you on a case-by-case basis. You further authorise Phyllo to use and share your End User Data in accordance with this Agreement and the Privacy Policy.
3. 4.3 If you revoke one or more permissions provided by you to Phyllo through any Platform or in any other manner, you will not be able to utilise Phyllo’s Offering that require such permissions. However, we may continue to hold your End User Data in accordance with the Privacy Policy. If you would like us to delete your End User Data, you must make a request for termination and/or deletion of data. Should you wish to ensure that any data held by a Client is deleted, you would need to contact the Client directly, and Phyllo is not responsible for the Client’s actions in any manner.
4. 4.4 You expressly appoint Phyllo as your agent and attorney, with full power of substitution and re-substitution, to act on your behalf for the purposes specified above and agree that Phyllo is entitled to perform each and every act and thing necessary to be done in connection with such activities. This constitutes an express authorisation that can be relied on by the relevant Platforms and third parties as indicated by you through your use of Phyllo’s Offering.

1. 5. Restrictions to Use and Access.

1. 5.1 You will not (and will not authorize, permit, or encourage any Person to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of Phyllo’s Offering; (ii) modify, adapt, copy or translate Phyllo’s Offering; (iii) resell, distribute, or license any portion of Phyllo’s Offering, (iv) use Phyllo’s Offering for the benefit of any third party or use Phyllo’s offering to conduct research for a third party; (v) save, store, or archive any portion of Phyllo’s Offering outside Phyllo’s Offering (including, without limitation, any data contained therein) other than those outputs generated through the intended functionality of Phyllo’s Offering; (vi) remove or modify any proprietary markings or restrictive legends placed by Phyllo; (vii) use Phyllo’s Offering in violation of any applicable law, or to build a competitive product or service, or for any purpose not specifically permitted by Phyllo; (viii) circumvent any processes, procedures, or technologies that Phyllo has put in place to safeguard Phyllo’s Offering or its property, (ix) not impersonate any Person or falsely state or otherwise misrepresent your affiliation with a Person, and (x) access, or attempt to access, any data stored with Phyllo and/or generated by Phyllo’s Offering and stored with a Client, other than your own.
2. 5.2 You will not use Phyllo’s Offering to access, store, distribute or transmit any material that: (i) is unlawful, wrongful, tortious, libellous, slanderous or defamatory; (ii) infringes any intellectual property rights, privacy rights, publicity rights or any other proprietary or other rights of any Person; (iii) facilitates or promotes illegal activity or illegal goods/services; (iv) is false or misleading or is an unfair trade practice; (v) introduces any harmful, malicious, or hidden code, programs, procedures, routines, or mechanisms into Phyllo’s Offering or any third party’s platform, service or property, including, without limitation, trojan horses and viruses; or (v) Phyllo believes is inappropriate in any manner.
3. 5.3 Should you fail to meet your obligations under this Clause 5, Phyllo reserves the right, without liability or prejudice to its other rights, at its sole discretion, to do all or any of the following: (i) Disable your access to Phyllo’s Offering (temporarily or permanently); (ii) Terminate this Agreement with respect to you; (iii) Take necessary or requisite legal action against you; (iv) Remove any material that is, in the opinion of Phyllo, contrary to the terms of the Agreement.
4. 5.4 Your use of Phyllo’s Offering shall in all respects comply with the terms of service of each respective Platform that you use it with. For your reference, you can find the terms of service of certain popular Platforms which are currently supported by Phyllo’s Offering below: 

1. i) YouTube: www.youtube.com/t/terms
2. ii) Facebook: https://www.facebook.com/terms.php and https://www.facebook.com/page_guidelines.php
3. iii) Instagram: https://help.instagram.com/478745558852511‍
4. iv) Twitter: https://twitter.com/en/tos

6. 6. Dependencies on Platforms.

1. 6.1 Phyllo connects with Platforms to extract End User Data from Platforms only as permitted and authorised by you. Phyllo may not have any contractual relationship with such Platforms and is only providing a tool or conduit in the form of Phyllo’s Offering to allow the Client and you to access and/or modify the End User Data on Platforms. Since Phyllo’s Offering depends on data stored with the Platform, the correctness and validity of End User Data stored/ provided by Phyllo depends on the correctness and validity of the data maintained by the End User on the End User’s Account with the Platform.
2. 6.2 Changes made by the Platform’s administrators to the Platform (such as to the Platform’s user interface or to access options made available to developers) may interfere with how Phyllo’s Offering collects End User Data.

6. 7. Modification of Phyllo’s Offering. Phyllo is entitled to modify Phyllo’s Offering from time to time by adding, deleting, or modifying features, tools, content and any other thing that is included in Phyllo’s Offering with or without notice.
7. 8. Amendments to this Agreement. We reserve the right to unilaterally make changes to the Agreement and the modified Agreement will be made available at https://getphyllo.com/end-user-agreement.html. The modifications will be effective from the date specified by us. We will make reasonable efforts to notify you of the modifications, however it is your responsibility to check this Agreement periodically for modifications. You may be required to consent to the modified Agreement in order to continue to use Phyllo’s Offering. If you do not agree to the modified Agreement, your only remedy is to stop using Phyllo’s Offering or the applicable part of Phyllo’s Offering that is related to the modification. You cannot modify this Agreement.
8. 9. End User Data and Privacy.

1. 9.1 We value your privacy and we are committed to transparency in the use of your data. We have exhaustively set out our practices relating to your personal data in the Privacy Policy which forms a part of this Agreement. If our Privacy Policy is not agreeable to you, you should not use Phyllo’s Offering.
2. 9.2 We do not have any control over data that may be retained by any Person (including a Platform a Client and/or any other Person you have authorised), and in case you need to exercise any rights against any such Person, you will need to contact the relevant Person, and your rights in relation to them shall be as per the policies and practices of that Person.
3. 9.3 Retention and use of data by Phyllo.

1. i) Non-Personal Data. Phyllo is entitled to use and process non-personal data, which includes without limitation, Anonymised Data, aggregated data, data regarding your usage of Phyllo’s Offering, for any purpose including creating and publishing statistics, marketing, product development, business development, and research related activities that it may undertake either by itself or through any third parties including its service providers. Phyllo is also entitled to copy, use, store, modify, display, transfer, sell, rent, license, or otherwise deal with and exploit non-personal data for any purpose at all times, including after you stop using Phyllo’s Offering. 
2. ii) Feedback. Phyllo will be entitled to use, store, modify, exploit, transfer or otherwise deal with all feedback and suggestions provided by you with respect to Phyllo’s Offering for any and all purposes. You grant Phyllo a perpetual, irrevocable, royalty-free license to do any or all of the aforesaid, without any form of compensation or attribution to you or any third party. Please do not share any personal information with us by email, we cannot guarantee its security.

4. 9.4 Phyllo's Offering uses the APIs of certain Platforms to connect to their services, if you wish to ensure that Phyllo’s Offering does not access data from a Platform you have previously it connected to via the Platform’s API, you may follow the instructions provided by the Platform. The instructions for some such Platforms which are supported by Phyllo’s Offering are listed below:

1. i) YouTube: https://security.google.com/settings/security/permissions
2. ii) Twitter: https://help.twitter.com/en/managing-your-account/connect-or-revoke-access-to-third-party-apps
3. iii) Facebook: https://www.facebook.com/help/204306713029340
4. iv) Instagram: https://www.facebook.com/help/204306713029340

10. 10. Intellectual Property Rights. No transfer of ownership of any Intellectual Property is contemplated by way of this Agreement other than the limited right to use Phyllo’s Offering granted by Phyllo to the End User. Phyllo shall retain ownership all rights and titles over Phyllo’s Offering including any improvements, modifications or adaptations created or compiled by Phyllo, irrespective of whether such right is registered or not.
11. 11. Representations and Warranties.

1. 11.1 Mutual representations and warranties. Each Party represents and warrants to the other that (i) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing Party in accordance with its terms; (ii) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing Party; and (iii) the execution, delivery, and performance of this Agreement by the executing Party do not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
2. 11.2 Additional representations and warranties of the End User. You further represent and warrant to Phyllo that (i) you own the End User Data, or have and will continue to have the necessary licenses, rights, consents, and permissions to authorize Phyllo to use the End User Data in accordance with this Agreement or as otherwise instructed by you, (ii) the End User Data is true, correct, and complete, (iii) you have all necessary licenses, rights, consents, and permissions from the Platforms to enter into this Agreement and permit Phyllo to perform their obligations and exercise their rights under this Agreement without liability, and (iv) you are not violating any agreements you may have with any Platform, any Client, or any third party by entering into this Agreement and availing of Phyllo’s Offering.

10. 12. Indemnification.

1. 12.1 You agree to indemnify, defend, and hold harmless Phyllo and its Affiliates, successors and assigns against any and all claims (including third party claims), losses, damages, and costs (including reasonable attorneys’ fees and expenses) of any nature arising out of or related to: (i) breach of any of the terms of this Agreement or failure of any of your representations or warranties, (ii) your improper use of Phyllo’s Offering (including without limitation violation of Clause 5 of this Agreement), (iii) your violation of any third party rights such as third party rights to Intellectual Property or other proprietary rights, violation of confidentiality obligations, publicity rights, privacy rights etc., (iv) your violation of any law, (v) any dispute or claim between you any and third party including Client(s) and Platform(s), and/or (vi) your gross negligence, wilful misconduct or fraud.
2. 12.2 Phyllo is entitled to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this clause. You agree to provide reasonable assistance to us in connection with any such claims or proceedings.

10. 13. Limitation of Liability.

1. 13.1 Phyllo’s aggregate liability for all claims of any nature shall be limited to a maximum of USD 100 (One Hundred United States Dollars), Phyllo disclaims all liability thereafter.
2. 13.2 Phyllo shall not be liable to you (or to any person claiming derived rights from you) or to any third party, in contract, tort or otherwise, for any special, indirect, remote, punitive, consequential, or incidental damages of any kind including, without limitation, any lost profits, loss of data, loss of income, revenue or business opportunity, damage to reputation or goodwill, even if Phyllo has been advised of the possibility of such damages.

10. 14. Disclaimer. OTHER THAN AS SET OUT IN THIS AGREEMENT PHYLLO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO PHYLLO’S OFFERING OR OTHERWISE RELATING TO THIS AGREEMENT, AND PHYLLO SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PHYLLO’S OFFERING ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PHYLLO DOES NOT WARRANT THAT THE PHYLLO’S OFFERING WILL SATISFY YOUR REQUIREMENTS, OR THAT PHYLLO’S OFFERING IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF PHYLLO’S OFFERING WILL BE UNINTERRUPTED. PHYLLO CANNOT GUARANTEE THE CONTINUED AVAILABILITY OF PHYLLO’S OFFERING, AND MAY CEASE PROVIDING THEM. FURTHER, PHYLLO MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PLATFORM OR ANY DATA BEING MAINTAINED BY ANY THIRD PARTY, ITS ACCURACY, COMPLETENESS, OR CURRENTNESS. PHYLLO DOES NOT CONTROL OR HAVE ANY CONTRACTUAL RELATIONSHIP WITH ANY THIRD PARTY MAINTAINING THE DATA THAT IS BEING ACCESSED BY THE CLIENT OR THE END USER, AND HAS NO OBLIGATION TO, VERIFY OR REVIEW SUCH DATA. YOUR RELIANCE ON ANY THIRD PARTY DATA IS AT ITS OWN RISK. WE DO NOT EXERCISE ANY EDITORIAL CONTROL OVER THE END USER DATA, NOR DO WE ASSUME ANY LEGAL OBLIGATION FOR EDITORIAL CONTROL OF END USER DATA OR ANY LIABILITY IN CONNECTION WITH THE END USER DATA, INCLUDING ANY RESPONSIBILITY OR LIABILITY FOR INVESTIGATING OR VERIFYING THE ACCURACY THEREOF.
11. 15. Governing Law, Jurisdiction & Dispute Resolution.

1. 15.1 Amicable resolution. Should you have any grievance or concern of any kind, you agree to contact Phyllo first by way of a complaint in accordance with Clause 16.1 to amicably resolve the same by way of negotiation. Should amicable resolution fail after 15 business days from Phyllo’s first response to your complaint, or if Phyllo fails to respond to your complaint within 7 business days from the date on which the complaint is received, you may proceed in accordance with Clause 15.2. Any resolution reached and any communication that takes place under this Clause 15.1 shall be considered Confidential Information.
2. 15.2 Governing Law, Jurisdiction. This Agreement is governed by the laws of the State of California, without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Except as set out in Clause 15.5, all claims arising under this Agreement will be litigated exclusively in the state and federal courts of San Francisco County. The Parties submit to the jurisdiction of those courts.
3. 15.3 Jury waiver. With respect to any claim or dispute under this Agreement, the Parties hereby irrevocably waive all right to trial by jury in any court in any action for the adjudication of any claim or dispute arising under this Agreement.
4. 15.4 Class action waiver. You waive any right to assert any claims against Phyllo as a representative or member in any class or representative action, except where such waiver is prohibited by law or deemed by a court of law to be unenforceable. To the extent that you are permitted by law or court of law to proceed with a class or representative action against Phyllo, you agree that: (i) you shall not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action (not withstanding any other provision in this agreement); and (ii) you will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
5. 15.5 Equitable relief. You acknowledge and agree that in the event of a breach or threatened violation of Phyllo’s intellectual property rights, and/or confidential information (including proprietary information) by you, Phyllo will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce the Agreement. Phyllo may, without waiving any other remedies under this Agreement and under law, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect Phyllo’s rights and property.

10. 16. Notices.

1. 16.1 All notices and legal communication of any kind that you intend to send to Phyllo shall be sent to the following email address: support@getphyllo.com.
2. 16.2 All notices and legal communication of any kind to be sent to the End User shall be sent to the email address provided to Phyllo by you or by the Client.

10. 17. Termination.

1. 17.1 If you wish to terminate this Agreement please inform Phyllo by emailing us at the address provided in Clause 16.1. Upon receipt of your request to terminate, we will delete all your End User Data. You may be required to provide additional information necessary to confirm your identity before we can respond to your request. On receipt of your request to terminate and deletion of your End User Data the Agreement shall stand terminated and we will no longer be able to provide you Phyllo’s Offering.
2. 17.2 We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Services or Phyllo’s Offering and/or this Agreement, at any time and for any reason with or without prior notice or liability.
3. 17.3 Survival. The following shall survive termination/ expiry of the Agreement: Clause 1 (Definitions), Clause 2 (Interpretation), Clause 3 (Capacity), Clause 9 (End User Data and Privacy), Clause 12 (Indemnification), Clause 13 (Limitation of Liability), Clause 14 (Disclaimer), Clause 15 (Governing Law, Jurisdiction, and Dispute Resolution), Clause 16 (Notices), Clause 17 (Termination) Clause 18 (Severability), Clause 19 (Force Majeure), and Clause 22 (No Waiver).

10. 18. Severability. If any provision of this Agreement is held to be illegal or unenforceable under the applicable law then such provision shall be deemed to be interpreted in a manner that would deem the provision legal and enforceable under the applicable law. In the event that such a provision is incapable of such interpretation, or if such interpretation is not consistent with the terms and spirit of the Agreement, it shall be severed from the Agreement without affecting the enforceability of the remainder of the Agreement.
11. 19. Force Majeure. Neither Party will be liable for any delay or failure to perform as required by this Agreement (except for payment obligations) as a result of any cause or condition beyond its reasonable control, so long as it uses reasonable efforts to avoid or remove those causes of delay or non-performance.
12. 20. Assignment. The Agreement shall not be transferred or assigned by the End User without Phyllo’s prior written consent. Phyllo may assign or transfer this Agreement to its Affiliates or in connection with a merger, sale, reorganization or change of control.
13. 21. Subcontracting. Phyllo may subcontract its obligations under this Agreement.
14. 22. No Waiver. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.