TapInfluence Master Influencer Agreement

This Master Influencer Agreement (this “Agreement”) between TapInfluence, Inc., a Delaware corporation (“TapInfluence”), and you, or, if you represent an entity or other organization, that entity or organization (in either case “Influencer”) and provides the terms and conditions under which Influencer may provide creation and distribution of content services (the “Services”). The effective date of this agreement shall be the date that an Influencer has clicked thru acceptance of the terms of this Agreement.

All Services will be provided subject to the terms of this Agreement, and if Influencer wishes to provide Services or access or use any TapInfluence Technology (as defined below), Influencer may do so only in compliance with the terms of this Agreement.

Without limiting the foregoing, Influencer must be over the age of 18 and meet any of the other qualifications included in this Agreement. If you are 13 or older and younger than 18, then you may access TapInfluence Technology or provide Services only if you have your parents’ or guardians’ prior permission. By accessing TapInfluence Technology or providing Services, you represent that you are at least 18 or that you are at least 13 and have your parents’ prior permission to do so. If you are a parent or guardian providing permission for a child age 13 or older to access TapInfluence Technology or provide Services, then you agree to accept full responsibility for that child’s use of TapInfluence Technology and provision of Services under this Agreement. You may access the TapInfluence Technology and provide Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement you are required to agree to before being given access to any specific areas of TapInfluence Technology (any such additional agreements are in addition to this Agreement and will govern your use of the portions of TapInfluence Technology to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements). TapInfluence reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the TapInfluence Technology (or any portion thereof), or your right to provide Services, with or without notice.

PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY OTHERWISE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING TAPINFLUENCE TECHNOLOGY OR PROVIDING SERVICES, INFLUENCER ACKNOWLEDGES HAVING READ, UNDERSTOOD, AND AGREEING TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE “ACCEPT” BUTTON, OTHERWISE ACCEPT THIS AGREEMENT, OR ACCESS OR USE THE TAPINFLUENCE TECHNOLOGY OR PROVIDE SERVICES (THE “EFFECTIVE DATE”).

IF INFLUENCER DOES NOT AGREE TO THIS AGREEMENT, OR DOES NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, TAPINFLUENCE IS UNWILLING TO ALLOW INFLUENCER TO ACCESS OR USE THE TAPINFLUENCE TECHNOLOGY OR TO PROVIDE SERVICES.

DEFINITIONS. All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.

“Advertiser” means any client, its affiliates, or customer that has a contractual relationship with TapInfluence to receive Influencer Content or Submissions, and which may sometimes be referred to as “Subscriber.”

“Content Platform” means all or any portion of a website containing written, video or photographic commentary, news or discussion on one or more particular topics (such as a “Blog”) and that includes any Influencer Content.

“Confidential Information” means all information, including but not limited to the material terms of this Agreement, relating to or disclosed in the course of performing under this Agreement which is or should be reasonably understood to be confidential or proprietary to TapInfluence, its Advertisers, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners.

“Influencer Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by Influencer pursuant to Program Details.

“IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.

“Program Details” means the specific details provided to Influencer by TapInfluence or the Advertiser, including, but not limited to, compensation, program dates, branding guidelines, general and specific Influencer responsibilities and the Advertiser.

“TapInfluence Analytics Code” means computer code provided by TapInfluence from time to time for inclusion in produced content.

“TapInfluence Content Policy” means, collectively, TapInfluence’s content policy referenced in Exhibit A and any other policy, guidelines, terms of use, terms of service, code of conduct, or instructional materials provided or made available by TapInfluence to Influencer from time to time.

“TapInfluence Technology” means the TapInfluence Analytics Code, and all additional software, hardware and other technology used by or on behalf of TapInfluence to provide services to its clients and Influencer.

SERVICES.

Services. During the term of this Agreement, TapInfluence or the Advertiser may provide Program Details to Influencer from time to time. If Influencer accepts the Program Details, Influencer will provide TapInfluence or the Advertiser with the Services as more specifically described in the applicable Program Details. Influencer will be solely responsible for the performance of the Services and hosting, maintenance and operation of Influencer’s Content Platform; provided that Influencer agrees to embed the TapInfluence Analytics Code in Influencer’s Content Platform. Influencer agrees to make any Influencer Content produced with respect to such Program Details publicly available in accordance with the timing set forth in the Program Details, which timing may be revised by TapInfluence or the Advertiser from time to time at its sole discretion. Influencer is solely responsible for moderating any submission, comments, responses or other feedback (“Submissions”) from any third party in response to any of Influencer’s Content Platform, and agrees that TapInfluence and the Advertisers have no responsibility for moderating any Submissions. Influencer agrees to promptly remove any Submissions or Influencer Content from a Content Platform upon TapInfluence’s or the Advertiser’s request. Influencer will operate each Content Platform in accordance with TapInfluence’s Privacy Policy (“Privacy Policy”) which is posted on the TapInfluence website at www.tapinfluence.com, that provides Influencer with sufficient rights to provide a reader’s Submissions to TapInfluence in accordance with the terms of this Agreement, a copy of which will be provided to TapInfluence upon request. Influencer’s privacy policy must contain terms no less protective of personal information than the terms of TapInfluence’s Privacy Policy.

Ownership.

Except as expressly provided in the Program Details, All Influencer Content, Submissions and all IPR therein or related thereto, are owned by, and Influencer hereby grants and assigns all of its right, title and interest in and to the foregoing to, TapInfluence. Tapinfluence may license or assign Influencer Content, Submissions and IPR therein or related thereto to an Advertiser. The parties understand that the foregoing rights are intended to permit TapInfluence to pass along certain rights to an Advertiser paying for the
Influencer Content, Submissions, and all IPR therein or related thereto.

All TapInfluence Technology, and all IPR therein or related thereto, is owned by TapInfluence or its licensors. TapInfluence hereby grants to Influencer a non-exclusive, non-transferable, personal, revocable license to: (i) use the TapInfluence
Technology as necessary to provide the Services, and (ii) display the Influencer Content and Submissions on Influencer’s Content Platform in accordance with the applicable Program Details. Except as permitted pursuant to this Agreement, Influencer may not, and will not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from
the TapInfluence Technology; (b) sublicense, distribute, sell, or otherwise transfer the TapInfluence Technology (or the access thereto) to any third party; (c) reverse engineer,
decompile, disassemble or otherwise attempt to derive the source code or structure of the TapInfluence Technology; (d) interfere in any manner with the operation of the TapInfluence Technology or attempt to gain unauthorized access to the TapInfluence Technology; (e) remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the TapInfluence Technology; (f) remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the TapInfluence Technology; or (g) display or otherwise use any Influencer Content or Submissions in any manner (including without limitation to generate
revenue for Influencer) other than as set forth in the applicable Program Details. Influencer will defend, indemnify and hold harmless TapInfluence and its Advertisers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) incurred or arising from any claim or action by a third party arising out of or relating to the Influencer Content or Submissions, or TapInfluence’s or an Advertiser’s Use thereof.
Exclusivity. Influencer has the right to provide content services to others during the Term of this Agreement provided: (a) such other engagement or performance does not interfere in any way with the timely and professional performance of the Services to TapInfluence; (b) such other engagement or performance does not require the disclosure or use of Confidential Information; and
(c) such other engagement or performance does not conflict with any other agreements between TapInfluence and Influencer regarding exclusivity. TapInfluence has no obligation to propose Program Details to Influencer and may receive content services from other influencers during the Term of this Agreement.

REPRESENTATIONS AND WARRANTIES.

By Each Party. Each party represents, warrants, and covenants to the other party that:
(a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

By Influencer. Influencer represents, warrants and covenants that: (a) Influencer is the original author and sole owner of the Influencer Content or otherwise has obtained any content from sources in conformity with the TapInfluence Content Policy and that for all Influencer Content, Influencer has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content and will provide TapInfluence with all such releases upon TapInfluence’s request; (b) no Influencer Content created or obtained by Influencer and delivered to TapInfluence or posted by Influencer or TapInfluence hereunder shall infringe on or violate any IPR or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission; (c) no Influencer Content delivered or posted by Influencer hereunder shall contain any profanity, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material and
(d) Influencer Content may not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information.

EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THE TAPINFLUENCE TECHNOLOGY IS PROVIDED “AS IS” AND TAPINFLUENCE DISCLAIMS, AND INFLUENCER DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, TAPINFLUENCE SHALL NOT BE LIABLE TO INFLUENCER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.

DATA PRIVACY. Influencer expressly consents to the use and disclosure of personally identifiable information and other data and information as described in TapInfluence’s then current privacy policy (the “Privacy Policy”). In addition, Influencer acknowledges and agrees that TapInfluence may disclose all information about Influencer and that Influencer may provide with respect to Influencer Content or a Submission to the applicable Advertiser to which that Influencer Content or Submission relates. Notwithstanding anything in the Privacy Policy, TapInfluence will have the right to collect and analyze data and information (including personally identifiable data and information) resulting from Influencer’s (and any of Influencer’s readers’) access to and use of a Content Platform, provided that the data and information is used and disclosed by TapInfluence only in an aggregated nonpersonally identifiable form that does not directly identify Influencer or any other entity or natural person as the source thereof. All such aggregated data and information will be solely owned by TapInfluence and may be used by TapInfluence for any lawful business purpose without a duty of accounting to Influencer. In the event of any conflict between this Agreement and any other agreement Influencer has entered into with TapInfluence (including, without limitation, TapInfluence’s Terms of Use and Privacy Policy), the terms of this Agreement shall control unless such other agreement expressly provides otherwise by reference to the provision that is unavailing.
FEES; PAYMENT; TAXES.
Fees. Influencer agrees that the compensation described in the Program Details (the “Fees”) represent Influencer’s entire compensation for all Services and Influencer shall not be entitled to reimbursement for any expenses.

Payment. Provided that Influencer is in compliance with this Agreement, TapInfluence will pay all Fees in accordance with the applicable payment terms and rates outlined in the Program Details within thirty-one (31) days following the 29th day of the month in which Influencer Content was posted and validated by TapInfluence or Advertiser (e.g., for Influencer Content submitted in the month of August, TapInfluence will remit payment to Influencer by September 29), unless otherwise stated in the Program Details. Influencer understands that payment is contingent upon:
(a) providing their PayPal e-mail to TapInfluence within their platform profile; and (b) fulfilling and
completing all of the obligations contained in the relevant Program Details at the time that Influencer accepted the Program Details. TapInfluence reserves the right to suspend any agreement with an Advertiser (an “Advertiser Suspension”). TapInfluence shall not be obligated to pay Influencer any Fees following notice by TapInfluence to Influencer of an Advertiser Suspension for any Services related to such Fees that have not been performed by Influencer as of the date of such notice.

Taxes. Influencer shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Influencer shall be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees. TapInfluence will not be responsible to Influencer or any governing body for any taxes relating to amounts that Influencer receives hereunder including but not limited to federal or state income tax, social security tax, or unemployment tax. Influencer shall bear any and all costs, and shall indemnify TapInfluence against the same, including, without limitation, penalties, interest and attorneys’ fees. TapInfluence shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Influencer shall reasonably cooperate with any such contest.

TERM AND TERMINATION.

This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time by written notice to the other party.

Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. Sections 2.2, 3, 4, 6, 7.2, and 8 through 12 will survive any indemnification or termination of this Agreement.

INDEMNIFICATION. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any breach of the Indemnifying Party’s representations or warranties under this Agreement. Influencer further agrees to indemnify, defend, and hold harmless TapInfluence and its Advertisers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any breach by Influencer of the TapInfluence Content Policy as attached hereto as Exhibit A.

CONFIDENTIALITY. Influencer acknowledges that in the course of providing Services hereunder, Influencer may acquire certain Confidential Information. Influencer shall not:
(a) disclose such Confidential Information to any third party without the prior written consent of TapInfluence, (b) will notify TapInfluence if Influencer becomes aware of any breach of confidentiality in any manner whether through (i) Influencer’s negligence, acts or omissions, or
(ii) computer virus, or theft of Influencer’s computer or login information;or (c) use the
Confidential Information for any purpose other than to carry out the Services contemplated hereunder. Influencer acknowledges that misuse or disclosure of any Confidential Information by Influencer will give rise to irreparable injury to TapInfluence or the owner of such information, which is inadequately compensable in damages. Accordingly, TapInfluence or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.

GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of Colorado, U.S.A. or in state court in Denver, Colorado U.S.A., and Influencer irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by TapInfluence.

CHANGES. TapInfluence reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline hereunder or referenced herein, at any time and in its sole discretion. When TapInfluence makes changes, TapInfluence will revise the “last updated” date at the top of this Agreement. Any changes will be effective immediately upon posting by TapInfluence or upon notice by TapInfluence. Your continued access or use of the TapInfluence Technology or providing Services following the posting of changes will constitute your acceptance of such changes.

MISCELLANEOUS. This Agreement, the TapInfluence Content Policy and the Privacy Policy (each of which is incorporated by reference are the complete and exclusive understanding and agreement regarding the Services, and supersedes any oral or written proposal, prior agreement or other communication between TapInfluence and Influencer. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Influencer hereunder may be assigned or transferred by Influencer (in whole or in part and including by sale, merger or operation of law) without the prior written approval of TapInfluence. Any assignment in violation of the foregoing will be null and void. TapInfluence may freely assign this Agreement or any of its rights hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. TapInfluence may reference Influencer as a provider of Services and use Influencer’s name, likeness and logo, as applicable, in listings of influencers appearing on the TapInfluence web site and for other marketing and promotional purposes.

EXHIBIT A TAPINFLUENCE CONTENT POLICY
The following TapInfluence Content Policy applies to each Influencer who has entered into a Master Influencer Agreement with TapInfluence. Terms used but not defined herein will have the definitions ascribed in the Master Influencer Agreement.

Influencers shall comply with the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising (“FTC Guides”), including any updates, additions, modifications, or supplemental guidance to the FTC Guides, in connection with their performance hereunder.
Originality of Content. All portions of Influencer Content must be the original creative work of the Influencer or the Influencer must be the sole owner of the Influencer Content pursuant to the Master Influencer Agreement.
Use of Quotes. Influencers should adhere to the following steps if using quotes:
quotes should be short; (b) Influencers should credit the source; and (c) Influencers should use the quote in the same context as when the quote was originally made. If Influencer has a question about whether he/she can use a quote, Influencer must ask the writer for written permission to use the quote in an email and keep the email.
Linking.
Influencer must use “no follow” links in Influencer Content.
Influencer may embed a hyperlink in the Influencer Content that links to the specific webpage where the third party content is located. Influencers are also responsible for not linking to sites containing content that would not be permitted under the Master Influencer Agreement.
Third Party Content. In order to avoid potential infringement of IPR, Influencers should not endorse, copy, or adopt third party content.

Statements About Third Parties. Influencer Content shall not contain any defamatory, libelous, or slanderous material. Influencer Content shall not be harassing, abusive, unlawful, tortious, threatening, harmful, pornographic, sexually explicit, obscene, patently offensive, or otherwise promote racism, bigotry, hatred, or physical harm of any kind.
Making Claims. Influencer Content shall be true and accurate to the best of the Influencer’s knowledge and shall not hold out opinion as fact. Influencer Content shall not be intentionally misleading, deceptive, untrue, or fraudulent. Influencer is responsible for checking his/her facts before he/she makes any claims about third parties or products.
Third Party Rights. Influencer Content shall not violate any third party privacy right, right of publicity, or any other IPR.
Cheating. Cheating is prohibited, and will result in immediate action and termination without compensation.
No Advertising. Influencers shall not, as a part of the Influencer Content produced for any TapInfluence program advertise, market, or otherwise promote any other product or service in which Influencer or any Influencer affiliates have an ownership interest or other financial interest, directly or indirectly.
General. Influencer may only provide the types of Influencer Content authorized in the Program Details and such Influencer Content may only be used in the manner specified in the Master Influencer Agreement. Influencer may not use any music on any web property on which he/she is publishing content without express permission from the copyright or other rights owner(s) for Influencer’s specific intended use in each instance. Influencer must obtain any required permissions or releases where necessary. In accordance with the Digital Millennium Copyright Act and other applicable laws, TapInfluence has adopted a policy of terminating, in appropriate circumstances and within TapInfluence’s sole discretion, Influencers who infringe upon the IPR of TapInfluence or any third party.
Embedded Video Players. Influencer is permitted to embed video players from third party sites in Influencer Content only through publicly available APIs that do not prohibit use by commercial entities in accordance with the API owner’s terms of service, as applicable. Influencer should not copy content and post it on a Content Platform
such that Influencer hosts the content;instead, showing third party videos in video
players using third party APIs ensures that the third party, and not Influencer, is hosting that content such that if the third party site removes that content from its site at the request of a copyright owner, that content will automatically be removed from the Content Platform as well, since the content is hosted on the third party’s server, and not Influencer’s server.
Use of Images or Other Media. An image or other multi-media element may involve layers of rights. The photographer/creator owns the copyrights in his/her photograph or other media (e.g., the artistic expression of his/her vision). A person depicted in the photograph, video, or other applicable media owns the right to control the use of his/her image (or, in the case of a minor, a parent or guardian may exercise control or grant permission on behalf of the minor). If a trademark or a product in its trade dress (e.g., a Coke® can) appears, the owner of the trademark may have rights in how its

product or trademark is depicted. Influencers must analyze each image or other media element to be sure that he/she has the appropriate permission from all rights owners to use the image or media in accordance with this policy and the Master Influencer Agreement.
No Modifications to Third Party Images or Other Media. Influencer should not modify any third party images or other media in any way that would change its nature or context, unless Influencer is certain that he/she has the right from the copyright owner to create a derivative work. If Influencer has a question about whether he/she can create a derivative work, Influencer must ask the copyright owner for written permission to create the derivative work in an email and keep the email.
Credit and Attribution. Credit or attribution to the source of the image (e.g., Getty Images) is always necessary for a full size photograph. Credit should be used for thumbnail images where space allows. Similarly, attribution should be provided for other media according to its accompanying license terms.
Purchased Engagement. Influencer shall be fully responsible for the fulfilment of all promises and promotions offered by Influencer.
Password Protection. Influencer Content shall not be placed behind any login.