Real Connections - True Influence.

Brazen Influencers connects digital Influencers (as defined below) with business entities that seek to expand their brand, product, and/or service awareness online (“Advertisers”) through the Brazen Influencers cloud-based platform (“Platform”). Digital influencers (“Influencers”) encompass business entities, including individuals, that own a blog, have a presence on social media assets (such as a Facebook, Twitter, Youtube, Instagram and Pinterest), use their social assets to post regular content, and work with Advertisers to promote their brand and/or products or services. In addition to connecting Advertisers to Influencers, the Platform assists in managing the relationship between Advertisers and Influencers, aids in content distribution, and manages payments.

These standard terms and conditions (this “Agreement”) is entered into by and between BI, an California limited liability corporation, (“BI”) and you, or if you represent a Influencer or other business entity, such Influencer or entity (in any case “Influencer”).

1. Definitions. Capitalized terms used in this Agreement have the definitions assigned herein.

2. Platform.

a. Use. Influencer’s Account is for Influencer’s sole use. Influencer may not (i) distribute, transfer or allow any third party access to Influencer’s Account; or (ii) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any rights to access or use Influencer’s Account or the Platform or otherwise make Influencer’s Account or the Platform available to any third party. Influencer may access and use the Platform solely for lawful purposes, and in accordance with the terms and conditions of this Agreement.

b. Modifications. BI reserves the right, at any time, for any reason, to modify (i) the Platform or the Rate Card (as defined in Section 4(a) (Fees) by making those modifications available on the Platform, or (ii) this Agreement, by providing notice as provided in this Agreement. Modifications shall be effective immediately upon their posting on the Platform, or in accordance with the notice terms. Influencer shall be deemed to agree to and accept any such modifications by Influencer’s continued use of the Platform or Account following such notice.

c. Advertisers. Influencer agrees that it shall in no way attempt to circumvent the Platform to work with Advertisers directly. All Influencer communications with Advertisers shall be through the channels provided through the Platform. Influencer shall be responsible for all of its communications with Advertisers. In addition, BI does not guarantee Influencer any participation by a certain Advertiser or number of Advertisers with Influencer.

d. Ownership. BI and its licensors own all rights, title and interest in all intellectual property rights in and to the Platform, the technology used to operate the Platform and all components thereof, including any and all modifications, upgrades, updates, developments, changes, edits, improvements and the like made to the Platform, the technology, and any of the components thereof (“Technology”). Influencer agrees it will not, nor will it allow a third party to (i) use the Technology, except as expressly provided in this Agreement; (ii) alter, modify, reproduce, or create derivative works of the Technology; (iii) use the Technology in any manner that could damage, disable, overburden or impair the Platform; (iv) use automated scripts to collect information from or otherwise interact with the Platform; (v) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Platform; (vi) attempt to circumvent or overcome any protection measures intended to restrict access to any portion of the Platform; (vii) monitor the availability, performance or functionality of the Platform; or (viii) interfere with the operation or hosting of the Platform. Influencer receives no ownership interest in or to the Technology. Influencer is granted no right or license to use the Technology, other than Influencer’s right to access and use the Platform under the terms of this Agreement. The BI name, logo and all product and service names associated with the Platform are trademarks of BI and its licensors and providers and Influencer is granted no right or license to use them without express written consent of BI.

e. Requirements. Influencer represents and warrants that it shall fulfill its obligations for each Advertiser that it participates with as set forth in the Advertiser program on the Platform. In the event Influencer cannot fulfill its obligations during any given month, it will promptly notify BI of such occurrence.

f. Suspension. Without limiting BI’s rights under Section 5(b) (Termination), BI, in its sole discretion, has the right to suspend Influencer’s Account and/or access to the Platform for Influencer’s actual, threatened, or suspected breach of this Agreement or upon conduct BI deems inappropriate or detrimental to BI or the Platform.

g. Registration. Prior to BI’s grant of Platform access to Influencer, Influencer shall accept the terms and conditions of this Agreement and submit standard business information requested by BI, including payment information. Once accepted by BI, Influencer shall be provided with a Platform account which will allow Influencer to access and use the Platform (“Account”). BI, in its sole discretion, may decline Influencer’s use of the Platform.
h. Tiers. Upon registration, BI will assign Influencer to a tier based on multiple factors, including but not limited to, average unique visitors, reach, and blog age. BI retains the right to reasonably adjust Influencer's tier upon notice.

3. Content

a. Content Usage. Except as otherwise stated on the Platform, all content, data or other information provided through the Platform (collectively “Content”) is owned by BI, the Advertisers and BI's licensors and providers. Influencer is solely responsible for verifying the accuracy, completeness, and applicability of all such Content, and for Influencer's use of any such Content. Influencer will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information or content from Advertisers and/or other independent third party Content providers (“Third Party Content”). BI does not verify the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content or any Third Party Content provided through the Platform. Except as expressly set forth in this Agreement, Influencer is granted no licenses or rights in or to any Content therein or related thereto. Influencer is responsible for Influencer's compliance with any additional Advertiser terms and conditions as provided by such Advertiser to Influencer.

b. Influencer Content

i. Original Content. Influencer's blog must contain original editorial content in addition to opportunity-related or other paid posts. Blogs that exist primarily for payment will not be accepted.

ii. Influencer Content. Any content submitted by Influencer to the Platform may not include or support libelous, defamatory, knowingly false content, excessive profanity, violence or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes upon the legal rights of others, including but not limited to any third party copyright, trademark, trade secret or patent.

iii. Review. Advertiser may require a review of Influencer's content prior to dissemination. In such case, Influencer shall use best efforts to ensure that such content remains "private" for interim posts under review until the applicable approvals are received by the Influencer.

iv. Advertisements, Links, and Obstructions. Influencer shall use best efforts to ensure that (1) elements such as advertisements, links to other websites, or any other obstructions should not obscure or hide Advertiser's Content; and (2) no third party links or advertisements should be placed within the submitted Influencer content unless directly specified by the Advertiser.

v. Manipulation. Influencer shall not manipulate any code provided by Advertisers or BI.

vi. Transparency and Disclosure. Influencer shall (1) clearly disclose the relationship between Influencer and any Advertiser's campaign in connection with BI and the Platform; (2) meet all Federal Trade Commission disclosure guidelines (“FTC Guidelines”); provided that Influencer agrees that the Badges may not be sufficient to meet these requirements and Influencer is solely responsible for the compliance of this subsection vii.

4. Payment Schedule and Terms.

a. Fees. Influencer shall be paid in accordance with the “Rate Card” as hosted on the Platform, and specific to each Influencer, dependent upon the number of and type of Advertisers with which Influencer is participating. The amounts due to Influencer by BI (“Monthly Fee”), and subject to the terms of Section 4(c) (Payments), include (i) the “Influencer Fee”, defined as the dollar amount Influencer earns per month times the number of Advertisers Influencer completes participation requirements for, during a given month, plus (ii) “Incentive Fee”, defined as any additional incentive fees each Advertiser may offer during a given month as incentive fees to participate with such Advertiser times the number of Advertisers that Influencer completed the participation requirements for during such given month. Influencer must complete all Advertiser requirements in full for a given month in order to earn such month's Monthly Fees. Monthly Fees will not be pro-rated based on Influencer's partial completion of Advertiser requirements.

b. Statements. BI shall send monthly statements with reasonable detail for the amounts due to Influencer on or about the fifteenth (15th) calendar day of the current month for the previous month's activity to the email address provided by Influencer. Influencer shall have four (4) calendar days to notify BI of any disputes on the statement. BI shall use reasonable efforts to resolve all statement disputes with Influencer in a timely manner.

c. Payments. BI shall pay all Monthly Fees due Influencer by electronic funds transfer (“EFT”) within forty-five (45) days after the end of each given month. Influencer must provide all applicable EFT information and a completed W-9 to BI prior to Influencer's Account activation. It is Influencer's responsibility to notify BI of any EFT changes in a timely manner. In the event BI does not collect payment in whole from a specific Advertiser with which Influencer is participating, BI shall not be responsible for any payments due Influencer for such Advertiser participation until such Advertiser payments are collected by BI.

5. Term; Termination.

a. Term. This Agreement is entered into as of the earlier of the date (i) Influencer indicates it acceptance by clicking a box that states Influencer accepts this Agreement; or (ii) Influencer first accesses or uses the Platform (the “Effective Date”) and will continue in perpetuity until terminated as set forth in this Agreement.

b. Termination. Either party may terminate this Agreement for any or no reason, at any time through the termination link as set forth in the Platform. Upon termination, Influencer shall (i) cease all use and access of the Platform; (ii) all licenses, rights, and subscriptions granted by this Agreement shall terminate; and (iii) Influencer shall delete or destroy anything, including Content, downloaded from the Platform.

c. Survival. Upon termination of this Agreement, the following sections shall survive: Section 1 (Definitions), Section 2(c) (Advertisers), Section 2(d) (Ownership), Section 3 (Content), Section 4 (Payment Schedule and Terms), Section 5(c) (Survival), Section 6 (Warranties and Disclaimers), Section 7 (Indemnification and Damages), Section 8 (Data Privacy), and Section 9 (General).

6. Warranties; Disclaimers.

a. Representations and Warranties. Each party represents and warrants that (i) it will perform its obligations under this Agreement in accordance with all applicable laws, rules, regulations, and orders; (ii) it has the legal right and authority to enter into and perform this Agreement; and (iii) this Agreement forms a binding legal obligations on behalf of such party. The party accepting this Agreement on behalf of Influencer represents and warrants that he or she is duly authorized and has full authority to execute and deliver this Agreement.

b. Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PLATFORM, TECHNOLOGY AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND BI AND ITS PROVIDERS MAKE NO OTHER WARRANTIES (WHETHER STATUTORY, ARISING FROM COURSE OF DEALING OR OTHERWISE), EITHER EXPRESS OR IMPLIED, REGARDING THE PLATFORM, THE TECHNOLOGY OR BI’S SERVICES, THEIR MERCHANTABILITY OR THEIR FITNESS FOR ANY PARTICULAR SERVICES.

7. Indemnification; Damages

a. Indemnification. Influencer agrees to indemnify, defend and hold harmless BI and its directors, officers, employees, independent contractors, successors and assigns (each an “Indemnified Party”) for, from and against any and all claims, demands, threats, suits, proceedings, losses, costs, expenses or damages (including attorneys’ fees) (a “Claim”) incurred by an Indemnified Party to the extent arising from (a) Influencer’s breach of this Agreement; (b) Influencer’s use of the Platform or Technology; (c) a third party’s use of Influencer’s Account. BI shall provide Influencer with notice of any such Claim and BI shall have the right to participate in the defense of a Claim at its own expense.

b. Consequential Damages Waiver; Limitation of Liability. BI SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE TYPE OF CLAIM OR IF BI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. BI’S ENTIRE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID BY BI TO INFLUENCER IN THE MONTH PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.

8. Data Privacy. Influencer expressly consents to the use and disclosure of personally identifiable and other data and information as described in the Privacy Policy. BI will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from access to and use of the Platform. To the extent any such data or information is collected or generated by BI, the data and information will be solely owned by BI and may be used by BI for any lawful business purpose without a duty of accounting, provided that the data and information is used only in an aggregated form, without directly identifying Influencer. BI may reference Influencer as a user of the Platform and use Influencer’s name and logo (as provided by Influencer to BI), as applicable in listings of users of the Platform and for other marketing and promotional purposes relating to the Platform and BI.
9. General.

a. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Arizona, without regard to conflicts of laws principles. Each party agrees that all disputes arising under this Agreement shall be brought in the Superior Court of the State of Arizona in Maricopa County or the Federal District Court in Phoenix, Arizona, and each party irrevocably waives any objection such party may have as to the venue of any such proceeding brought in such court as an inconvenient forum.

b. Notices. All notices required to be provided by BI by this Agreement shall be delivered by BI to Influencer via email to the email address provided by Influencer, except such notices required by Section 7 (Indemnification) shall be delivered by U.S. Postal mail or any nationally recognized mail delivery service. It is Influencer's responsibility to keep a current email and physical address on file with BI. All notices required to be provided by Influencer to BI shall be delivered via U.S. Postal mail or any nationally recognized mail delivery service.

c. Force Majeure. Neither party shall be liable for any failure or delay in the performance of its obligations hereunder (except payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.

d. Waiver. The failure of either party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach or the continuance of any existing breach.
e. Severability. Each provision of this Agreement shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this Agreement is declared void, unenforceable or invalid all remaining provisions shall remain in full force and effect.

f. Assignment. Influencer may not assign or transfer this Agreement, nor any of its rights or obligations, in whole or in part, without the express written consent of BI. BI may assign this Agreement to any party that assumes BI’s obligations hereunder.

g. Independent Contractors. BI and Influencer shall perform their obligations hereunder as independent contractors. Nothing herein is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between the parties. Neither party has any right or ability to bind or enter into any obligation on behalf of the other. Each party shall bear its own costs and expenses of its performance of its obligations under this Agreement.

h. Entire Agreement. This Agreement, together with the Rate Card hereto, states the entire agreement between the parties regarding its subject matter and supersedes and terminates any prior oral or written proposals, agreements or other communications between the parties regarding the subject matter. Except as stated in Section 2(b) (Modifications), this Agreement shall not be modified except in a writing signed by an authorized representative of each party.