Terms of Service

1Acceptance of Terms

These Terms of Service ("Terms") constitute a binding agreement between you and Orenyx Labs, LLC, a Wyoming limited liability company doing business as Orenyx Influencer Connect ("Orenyx," "Company," "we," "us," or "our"), governing your access to and use of the Orenyx Influencer Connect marketplace, including the website located at orenyxinfluencerconnect.com and all related applications, features, tools, and services made available by Orenyx (the "Platform"). By creating an account, accessing, or using the Platform in any manner, you agree to be bound by these Terms, together with the Privacy Policy, Acceptable Use Policy, Payment Terms, Refund Policy, Disclaimer, and any other policy referenced herein (collectively, the "Agreement"). If you do not agree to the Agreement, you must not access or use the Platform.

Orenyx may amend these Terms as described in Section 24. Your continued use of the Platform following the posting of amended Terms constitutes acceptance of those changes.

2Eligibility and Age Restriction

The Platform is restricted to users who are at least eighteen (18) years of age. By registering for or using the Platform, you represent and warrant that you are at least eighteen (18) years old and have the legal capacity to enter into this Agreement. Orenyx does not knowingly permit registration by, or collect information from, any individual under the age of eighteen (18), and reserves the right to terminate, without notice, any account it believes belongs to a person under eighteen (18).

You further represent that, if you are registering on behalf of a Business, you have full authority to bind that Business to this Agreement.

3Description of the Platform

Orenyx Influencer Connect is an automated, nationwide marketplace that facilitates discovery and matching between local businesses ("Businesses") and local influencers and content creators ("Influencers") for marketing and content engagements ("Deals"). The Platform provides deal posting, automated matching, deal acceptance, in-platform messaging, an optional influencer certification program, and location-based advertising placements ("Ad Boxes"), all operating on an automated basis without routine manual staff involvement in individual matches.

Orenyx is a technology platform and marketplace facilitator only. Orenyx is not a party to, and does not participate in, negotiate, supervise, or guarantee, any Deal, engagement, or arrangement entered into between a Business and an Influencer. Payment for an Influencer's actual services under a Deal occurs directly between the Business and the Influencer, outside the Platform and outside any payment processing performed by or through Orenyx.

4Account Registration

To access most features of the Platform, you must register for an account and provide accurate, current, and complete information. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to notify Orenyx promptly of any unauthorized use of your account.

5Influencer Accounts

Influencers may create a profile containing information such as name, contact details, social media handles, follower count, engagement metrics, and content niche, for the purpose of automated matching with Businesses. Influencers are solely responsible for the accuracy of their profile information and for the content they publish on their linked social media accounts and through the Platform.

6Business Accounts and Verification

Businesses may create an account to post Deals and be matched with Influencers. Orenyx reserves the right, but not the obligation, to require Businesses to submit documentation to verify business legitimacy, and to approve, reject, suspend, or terminate any Business account in its sole discretion, including where a Business fails verification or is flagged by Orenyx's fraud and risk monitoring systems.

7Deals, Matching, and Acceptance

Businesses may post Deals describing a proposed engagement. The Platform automatically matches posted Deals with eligible Influencer profiles based on criteria including location, niche, and other matching signals determined by Orenyx. An Influencer's acceptance of a Deal creates a direct arrangement between that Influencer and the posting Business; Orenyx is not a party to, and undertakes no responsibility for, the performance of either party's obligations under that arrangement.

8Contact Information Unlock

An Influencer's contact information is withheld from a Business until the Business pays the applicable deal fee associated with an accepted Deal, as further described in the Payment Terms. This restriction is enforced at the platform and server level. Any attempt to circumvent, bypass, or evade the contact information unlock mechanism, including by soliciting or exchanging contact information outside the intended unlock process, is strictly prohibited and is grounds for immediate suspension or termination of your account, as further described in the Acceptable Use Policy.

9In-Platform Messaging

Once matched, Businesses and Influencers may communicate using the Platform's in-platform messaging feature. Orenyx does not monitor every message in real time but reserves the right to review messages for fraud prevention, safety, and enforcement of this Agreement. You agree not to use messaging to harass, solicit unrelated business, or circumvent any fee or feature of the Platform.

10Certification Program

Orenyx offers an optional, fee-based certification program under which an Influencer may sit for an examination and receive an automatically generated score, badge, and ranking status. Certification reflects performance on the examination and satisfaction of Orenyx's then-current program criteria only. Certification is not a warranty, endorsement, or guarantee of an Influencer's skill, reliability, content quality, or the outcome of any Deal, and Businesses should not rely on certification status as a substitute for their own diligence.

11Ad Box Placements

Businesses may purchase tiered, location-based advertising placements ("Ad Boxes") displayed on the applicable city-level marketplace page. Ad Box availability, tiers, pricing, and placement duration are as described on the Platform at the time of purchase and are subject to change.

12Fees and Payment

Use of certain Platform features requires payment of Fees, including business subscription fees, deal fees, certification fees, and Ad Box fees, as described in the Payment Terms, which are incorporated into this Agreement by reference. All payments are processed by Stripe, Inc. Orenyx does not process, and is not responsible for, any payment made directly between a Business and an Influencer for the Influencer's underlying services.

13User Content

You retain ownership of the profile information, messages, and other content you submit to the Platform ("User Content"). By submitting User Content, you grant Orenyx a non-exclusive, worldwide, royalty-free, sublicensable license to host, store, reproduce, display, and use such User Content solely to operate, provide, and improve the Platform. You represent that you have all rights necessary to grant this license and that your User Content does not violate any third party's rights.

14Acceptable Use

Your use of the Platform is subject to the Acceptable Use Policy, which is incorporated into this Agreement by reference. Violation of the Acceptable Use Policy is grounds for suspension or termination of your account.

15No Liability for Off-Platform Arrangements

Orenyx facilitates introductions and charges its own platform fees but is not a party to, and disclaims all liability arising from or related to, the underlying arrangement between a Business and an Influencer, including disputes over the scope, quality, timeliness, or payment of services, non-performance by either party, or any representation made by a Business or Influencer to the other. Any such dispute is solely between the Business and the Influencer.

16Suspension and Termination

Orenyx may suspend or terminate your account or access to the Platform, with or without notice, at any time and in its sole discretion, including for a violation of this Agreement, suspected fraud, failure of verification, non-payment of Fees, or any conduct Orenyx deems harmful to the Platform, other Users, or Orenyx. You may terminate your account at any time by following the instructions on the Platform. Sections of this Agreement that by their nature should survive termination will survive, including provisions relating to fees owed, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution.

17Intellectual Property

The Platform, including its software, design, text, graphics, trademarks, and all related intellectual property, is owned by Orenyx or its licensors and is protected by applicable intellectual property laws. Except for the limited right to access and use the Platform in accordance with this Agreement, no right, title, or interest in the Platform is transferred to you.

18Disclaimer of Warranties

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Orenyx does not warrant that matching will result in a successful Deal, that any Business or Influencer will perform its obligations, or that the Platform will be uninterrupted, secure, or error-free. Additional disclaimers applicable to the Platform are set out in the Disclaimer, which is incorporated into this Agreement by reference.

19Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ORENYX AND ITS OFFICERS, MEMBERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF ORENYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ORENYX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID TO ORENYX IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20Indemnification

You agree to indemnify, defend, and hold harmless Orenyx and its officers, members, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Platform, your User Content, your violation of this Agreement, your violation of any law, or any Deal or arrangement between you and another User.

21Governing Law and Venue

This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict of laws principles. Subject to Section 22, you agree that any action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in the State of Wyoming, and you consent to the personal jurisdiction of such courts.

22Dispute Resolution; Binding Arbitration; Class Action Waiver

Except for claims eligible for small claims court or claims for injunctive relief to protect intellectual property or confidential information, any dispute arising out of or relating to this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, conducted by a single arbitrator in Wyoming. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

YOU AND ORENYX EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

23Force Majeure

Orenyx will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, internet or telecommunications failures, third-party service outages (including Stripe), or governmental action.

24Changes to These Terms

Orenyx may modify this Agreement at any time by posting the revised Terms on the Platform and updating the Effective Date. Material changes will be effective no earlier than thirty (30) days after posting, unless a shorter period is required by law. Your continued use of the Platform after the effective date of any change constitutes your acceptance of the revised Agreement.

25Miscellaneous

This Agreement constitutes the entire agreement between you and Orenyx regarding the Platform and supersedes all prior agreements on the subject. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect. Orenyx's failure to enforce any provision is not a waiver of that provision. You may not assign this Agreement without Orenyx's prior written consent; Orenyx may assign this Agreement without restriction, including in connection with a merger, acquisition, or sale of assets. Notices to Orenyx should be sent to the contact information provided on the Platform.

26Related Policies

This Agreement incorporates the following related policies by reference:

Privacy Policy — orenyxinfluencerconnect.com/privacy

Acceptable Use Policy — orenyxinfluencerconnect.com/aup

Payment Terms — orenyxinfluencerconnect.com/payment-terms

Refund Policy — orenyxinfluencerconnect.com/refund

Data Processing Addendum — orenyxinfluencerconnect.com/dpa

API Terms — orenyxinfluencerconnect.com/api-terms

Disclaimer — orenyxinfluencerconnect.com/disclaimer

Cookie Policy — orenyxinfluencerconnect.com/cookies