Referral Program Terms of Service Agreement

Influencer Industries, Inc. (“iSEO”, “influencerSEO”, “Us” or “We”) has made available to its current clients the opportunity to utilize a custom URL to market to their following who, upon signing up for the products and services offered by InfluencerSEO, will then receive a Referral Fee (the “Referral Program”). The Referral Fees (as defined herein) are to be earned pursuant to the these Terms of Service for all Successful Referrals (as defined herein) that they direct to the iSEO services We provide through our various applications (the “Apps”) and online website at influencerSEO.com (the “Site”) (collectively, the “Referral Program”). This REFERRAL PROGRAM TERMS OF SERVICE AGREEMENT (the “Agreement”) governs your use of and access to the Referral Program.

Our Referral Program is being offered to provide a mutually beneficial way for Us to work with our clients (“You” or “Influencer”) to enroll new clients to our Referral Program to new individuals and entities with websites, blogs, social media presence, digital publishers and other content creators (“Influencers”) and consumers (“Consumers”).

The Referral Program is owned and operated by iSEO. iSEO has the right at any time to change or discontinue any aspect or feature of the Referral Program including, without limitation, the content and software needed for access or use. By enrolling in the Referral Program, you understand and agree to all terms and conditions of this Agreement.

By agreeing to this Agreement, you also agree to the iSEO Privacy Policy and Cookie Policy, which is incorporated by reference. Please review this Agreement and our Policies carefully.

TERM, TERMINATION AND MODIFICATIONS
The Agreement shall be effective immediately upon your use of the Referral Program (the “Effective Date”) and shall continue in full force indefinitely until terminated, as defined herein. iSEO may terminate your use of the Referral Program with or without cause or notice in its sole discretion, including, without limitation, if iSEO believes that you have violated or acted inconsistently with the Agreement, if iSEO determines, in its sole discretion, that your Content does not meet its requirements for its Referral Program, or if your Content may jeopardize any relationships with its current clients or future business prospects.

This Agreement, and our obligations to you under the Referral Program, AUTOMATICALLY TERMINATE UPON YOU CANCELLING YOUR SUBSCRIPTION FOR SERVICES FROM US. The Referral Program is ONLY available to EXISTING and CURRENT CLIENTS. You will not be entitled to Referral Fees if you are not an Active Client of InfluencerSEO. For purposes of this Section 1, “Active Client” is defined as You are currently enrolled in Services that We provide You, which all payments have been successfully completed. For any month or months where you are not an Active Client, you will not be entitled to any Referral Fees even if your URL continues to direct individuals to our site to enroll in services. By agreeing to these terms and enrolling in our Referral Program, you acknowledge and understand that upon your cancellation of our Services and becoming an inactive client, we will no longer track your URL performance under the Referral Program.

You may terminate the Agreement upon written notice to iSEO. In the event of termination, Section 4, Section 5 and all your representations, warranties, indemnifications, and promises shall survive. Furthermore, Sections 21-29 will continue to govern any claim or dispute.

iSEO may modify the Agreement or any other terms, such as the iSEO Privacy Policy, at any time. You should review all applicable terms regularly. influencerSEO will notify You of a change through our Referral Program, such as when You receive our report summary of your Referral Program activity, or by other means. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Referral Program. influencerSEO will also post the terms at https://www.influencerSEO.com/referralprogramterms and they are effective immediately upon posting. If You choose not to accept any new terms, You may close your account and/or discontinue using our Referral Program. You acknowledge that continued use of our Referral Program after we post or send notice of the changes means that your personal data is subject to the updated iSEO Privacy Policy.
ACCESS TO OUR REFERRAL PROGRAM.
1. iSEO will assess the suitability of your websites, blogs, social media presence, agents or agencies, digital publishers and/or other content platforms (“Content”) upon your application to subscribe to our Services, wherein we will determine your eligibility to use the Referral Program, and may extend an invitation to access the Referral Program at the sole discretion of iSEO. As part of the application process, you will be required to provide us with certain information related to your business. Influencers who accept the invitation and register for the Referral Program will be eligible to generate Referral Fees as described herein.
2. Subject to your acceptance of this Agreement, your acceptance of our invitation to join the Referral Program, you being an Active Client of iSEO, your continuing compliance with this Agreement and any other relevant iSEO policies, iSEO grants to you a personal, non-exclusive, non-transferable, revocable limited license to use and display the custom URL we provide under the Referral Program and any related software (excluding source and object code) for your personal use on a mobile device or machine(s) of which you are the primary user. You agree not to use the Referral Program for any other purpose, including without limitation to copy, distribute, assign, sell, sublicense, or prepare derivative works, except as specifically allowed in this Agreement.
3. You may integrate the custom URL into your unique and original Content, allowing your visitors to access and subscribe to iSEO products and services. Each time an individual uses your custom URL to sign up for iSEO Services, You will be identified as the referral source and will earn a Referral Fee for Successful Referrals (defined below). The data collected is owned exclusively by iSEO.
4. You agree that You will only use your custom URL on Your individual content platforms. For example, if you publish a blog and also have a presence on Instagram, then you may use the custom URL on both platforms, however if you use your custom URL on a different platform that you do not own or control, or if use the custom URL on content deemed offensive or disallowed by Us, You forfeit all Referral Fees generated through such content or platform.
5. iSEO reserves the right to discontinue the Referral Program or to change the content of the Referral Program in any way and at any time, with or without notice to you, and without liability. iSEO makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services provided by Us, or other individual, company, or service provider utilizing the Referral Program or featured on the Referral Program and assumes no liability related thereto.
ELIGIBILITY, REGISTRATION AND USE.
1. Eligibility.
  THE REFERRAL PROGRAM ARE AVAILABLE ONLY TO INDIVIDUALS AGED 16 YEARS OF AGE OR OLDER. IF YOU ARE 16 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR STATE OR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 13 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD’S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD’S USE OF THE REFERRAL PROGRAM. iSEO DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE REFERRAL PROGRAM WHO ARE UNDER THE AGE OF 13.
  
  YOU MUST BE AN ACTIVE CLIENT TO USE OUR REFERRAL PROGRAM AND TO BE ELIGIBLE TO EARN REFERRAL FEES UNDER THIS PROGRAM. UPON CANCELLATION OR NON-PAYMENT FOR YOUR REFERRAL PROGRAM WITH US YOU WILL BE IMMEDIATELY UNENROLLED FROM OUR REFERRAL PROGRAM AND FORFEIT ANY RIGHT TO ANY UNPAID REFERRAL FEES OR ANY FEES THAT WOULD HAVE BEEN EARNED IF YOU WILL STILL AN ACTIVE CLIENT THEREAFTER.
2. Registration and Use.
  As part of the registration process, you will receive a custom URL for you to use during the Referral Program, as well as provide certain information regarding your business, tax ID, and payment information. You must provide accurate information.
  
  By registering for the Referral Program, you hereby authorize iSEO to send you emails and other communications.
  
  You are solely responsible for maintaining the confidentiality of the information We send You regarding the Referral Program. You may not authorize others to use your custom URL, and You may not share, assign or otherwise transfer your information, your benefits and obligations hereunder, or your Referral Fees to any other person or entity. You are responsible for any and all activities that are conducted through your custom URL. iSEO shall be entitled to assume that a user presenting your custom URL, in fact, you. You agree to notify iSEO immediately of any unauthorized use of your custom URL. iSEO shall have the right at any time to change, modify or amend your custom URL and will provide notice to you of any change.
  
  You represent and warrant that the information you provide to iSEO is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of iSEO and are not using the Referral Program in competition with iSEO. You further represent and warrant that you are using the Referral Program solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Referral Program, any materials available through the Referral Program, or iSEO.
3. Updates.
  iSEO shall have the right in its sole discretion to substitute, replace, modify or upgrade (“updates”) the Referral Program as iSEO deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of iSEO. If iSEO shall provide you with any such updates, you will be required to utilize such new version and your failure to do so, that results in any loss to you, is your sole responsibility and you waive any claim against iSEO for your failure to change your process as a result of the update. iSEO will only support the most recent and current version provided to you.
4. Support.
  influencerSEO reserves the right at any time to discontinue, cancel, or modify the technical support provided for the Referral Program, if any.
5. Messages.
  You agree to receive messages, including notices, reports and marketing materials, through the Referral Program or through your contact information, such as email. It is your responsibility for ensuring that influencerSEO has your current email address at all times. Any notice sent to you via such email address by influencerSEO shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
6. Automated Processing.
  Our Referral Program may include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.
YOUR OBLIGATIONS.
1. You agree that you will not engage in (i) cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks at an affiliate site, placing affiliate links in banner ads, image cookie-stuffing, malware, or adware), or (ii) keyword stuffing or similar activities in connection with the name, branded or trademark terms (or any variations or misspellings thereof) of influencerSEO (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters), or (iii) the act of bidding on or subsequent purchase of the name, branded or trademark terms (or any variations or misspellings thereof) of influencerSEO in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks (collectively, “Paid Marketing Campaigns”), or (iv) any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites). You may not use the custom URL in any downloadable software application without the prior written approval of iSEO.
2. You agree that systematic retrieval of data from the Referral Program to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of iSEO is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Referral Program, in any manner or in any quantities not authorized by iSEO. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of iSEO or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing iSEO’s name or trademarks without our express written consent.
3. You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Referral Program. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host’s infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Referral Program.
4. You agree not to copy, transcribe and/or publish, transmit, or otherwise share, in any way, directly or indirectly, any iSEO images, features, reports, functionality, code or any other aspects of the Referral Program, in whole or in part, with any third parties or on any third-party websites, including, without limitation, the use of screenshots.
5. You agree you will not reverse engineer, disassemble or decompile any iSEO prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. To the extent you breach this Section, any software, trade secrets, inventions, improvements, or other intellectual property resulting from such non-permissible use will be the property of iSEO (“Derivative Work Product”). You hereby automatically, irrevocably and always SELL, ASSIGN, CONVEY, AND OTHERWISE FULLY TRANSFER all right, title, and interest in such Derivative Work Product, including all rights in the patents, copyrights and other intellectual property rights pertaining to the Derivative Work Product. At the request of iSEO, its successors and/or assigns, you will, without additional consideration, timely execute all papers and perform such other acts as iSEO, its successors and/or assigns, deems necessary to ensure that iSEO is the sole owner of all intellectual property rights in the Derivative Work Product.
6. You agree and acknowledge that iSEO is placing its confidence and trust in you. As an Influencer, you will have access to iSEO intellectual property and other Confidential Information (as defined below) that enables iSEO to succeed in its business, that is proprietary in nature and is the exclusive property of iSEO. iSEO, in its sole discretion, may choose which Confidential Information it shares with you, and may alter or discontinue sharing at any time, at its sole discretion. You agree to protect all Confidential Information and to use it only for the benefit of iSEO. See Section 21 for further terms. You covenant and agree that during the term of this Agreement and for one (1) year following the Termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with the Business of iSEO. For purposes of this Agreement, “Business of iSEO” shall include the Referral Program as defined above or any of the Services currently offered or offered in the future.
7. You agree that during the term you are using the Referral Program, and for two (2) years thereafter, you will not use iSEO materials, information or other resources obtained or accessed by you in connection with your use of the Referral Program to compete with iSEO or to solicit Influencers, Merchants, vendors, Developers, or agents, employees or affiliates or iSEO away from a business relationship with iSEO.
8. You agree to be bound by any application, forum, or specific rules published within the Service.
9. FTC Disclosure Requirements. You agree to comply with any and all applicable national, federal, state and local laws, statutes, rules, regulations and orders (collectively, the “Laws”), in connection with your use of the Referral Program, including, without limitation, Laws requiring you to disclose the nature of your relationship with iSEO, and all related Federal Trade Commission (“FTC”), and similar applicable consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the FTC’s Disclosures 101 for Social Media Influencers, FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, FTC’s Endorsement Guidelines: What people are asking, the FTC’s.com Disclosures. You also agree that you will not utilize the Referral Program to a facilitate or encourage, directly or indirectly the violation of any Law, including the laws, statutes, rules, regulations or orders of any foreign nation or any treaty among nations. You also agree that in the event that iSEO requests that you revise any inadequate disclosures, including FTC or ASA (defined below) disclosures not properly made, and that you will cooperate with iSEO and respond as quickly as possible to resolve any potential actions.
10. ASA Disclosure Requirements. If marketing to consumers in the United Kingdom, you agree to comply with the Advertising Standards Authority Ltd. (“ASA”) and similar applicable consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the ASA’s Influencers’ guide to making clear that ads are ads.
11. Requirement of Privacy Policy for Your Website. Influencers are solely responsible for ensuring that their own website, application or other content take all necessary and proper measures to protect personal privacy, including following a written privacy policy posted on such sites, and adhering to all appropriate regulations, laws and other requirements. You must include in your disclosures all the information related to consumer data collection practices, a link to FTC Consumer Guide on Online Tracking, and a link to the iSEO Privacy Policy and any other applicable policies for influencerSEO Referral Program.
12. Agents. If you are an agent (attorney-in-fact) representing an Influencer, you represent and warrant that you have full legal power and authority to act on the Influencer’s behalf, without any court approval or supervision, to enter into this Agreement and bind the Influencer. As part of the application process, you agree to submit to iSEO documentary evidence of your agency status, such as a copy of the relevant power of attorney agreement. You agree that both you personally and the Influencer you represent are bound by this Agreement. You agree to make all required disclosures and updates to the Influencer in relation to this Agreement and the Referral Program. You agree to immediately notify iSEO of any change in your status or authority to act as an agent for the Influencer and you consent to any inquiry by iSEO to the Influencer relating to this Agreement or the conduct of the Influencer’s business associated therewith, including but not limited to the relationship between you and the Influencer.
13. Contributors. iSEO may, but is not obligated to, permit you to add Contributors to your iSEO Referral Program (and iSEO may withdraw that permission at its sole option). Contributors are typically employees who edit and curate your Content. Contributors are not publishers who generate their own content. Before you can add a Contributor to your iSEO account, you will be asked to provide iSEO with certain information, including but not limited to the person’s name, the person’s title or status with you and/or your company, and the length of time the person has held that title or status. If iSEO approves of the addition of a Contributor to your account, the Contributor must individually accept this Agreement. You agree to immediately notify iSEO if a Contributor’s title or status changes and you consent to any inquiry by iSEO to your Contributors relating to this Agreement or the conduct of the Influencer’s business associated therewith, including but not limited to the relationship between you and the Contributor.
YOUR CONTENT.
1. You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Referral Program, including the right to grant all of the rights and licenses in this Agreement without iSEO incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, a third party’s rights of publicity or privacy, or any other law or regulation.
2. License. You grant to iSEO a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for the purpose of operating, promoting, and improving the Referral Program. Without limiting the above, you grant to iSEO the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the iSEO brand. You further grant to iSEO all rights necessary to facilitate your use of a third party’s site, app or services that require syndication or other use of your Content in connection with iSEO. You further grant to iSEO a non-exclusive, worldwide, royalty-free license in perpetuity to use your name, nickname, image, voice, likeness, social media handles, persona, biographical / professional / identifying information about you, trademarks, and logos in any and all media solely for the purpose of promoting your use of iSEO Referral Program and for research, development, and marketing purposes, and iSEO’s use of iSEO owned derivative works. For the avoidance of doubt, all derivative works created by iSEO are exclusively owned by iSEO.
INAPPROPRIATE CONTENT.
You may not post inappropriate Content in connection with the Referral Program. Inappropriate Content includes anything iSEO, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Referral Program. It includes, without limitation, Content that:
1. impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
2. uses content created by another Influencer or any other third party, including but not limited to using a “deepfake”, without their prior written consent
3. promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another’s privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children’s Online Privacy Protection Act (see also, FTC’s Children’s Privacy Site http://business.ftc.gov/privacy-and-security/childrens-privacy), or otherwise objectionable;
4. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including but not limited to linking to counterfeit products;
5. you do not have the right to disclose under contract or applicable law;
6. contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Referral Program;
7. involves the transmission of “junk mail”, “chain letters” or unsolicited mass e-mails – “spam”;
8. uses automated scripts or other technology to collect information from or otherwise interact with the Referral Program or other users without their consent;
9. engages in solicitation activities such as pyramid schemes;
10. provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
11. includes other people’s personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
12. violates or encourages or facilitates the violation of any applicable local, state, national or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
  
  You agree to remove any Content that influencerSEO determines in its sole discretion is Inappropriate Content. Further, posting Inappropriate Content or otherwise violating this Agreement in any way may lead to notification to your Internet Service Provider if deemed necessary in influencerSEO’s sole discretion. Without limiting any other damages or remedy available to iSEO or a Merchant or other Influencer, the posting of Inappropriate Content or otherwise violating this Agreement in any way may result in loss of privileges, including forfeited Referral Fees, or you being immediately and permanently banned from the Referral Program at iSEO’s sole discretion.
SPONSORED CAMPAIGNS.
iSEO may, in its sole discretion, provide Influencers with access to special sponsored campaign programs (“Sponsored Campaigns”). Sponsored Campaigns will be subject to the terms and conditions of a Collaboration Agreement, Campaign Proposal, and / or other reasonably similar instrument (the “Campaign Agreement”). In the event of any conflict between the Campaign Agreement and this Agreement, then this Agreement will govern. Participation in any such Sponsored Campaign by Influencers is voluntary. Any Influencers participating in Sponsored Campaigns hereby agree and acknowledge that a breach of any Influencers’ obligations under such Sponsored Campaigns will constitute a breach of this Agreement. iSEO may change, suspend, or discontinue any aspect of Sponsored Campaigns at any time, including the availability of any Sponsored Campaigns, and reserves the right to make certain Sponsored Campaigns available only to select Influencers, and to remove any Influencers from any Sponsored Campaigns at any time, in iSEO’s sole discretion.

REFERRAL FEES.

When a reader/follower uses your custom URL on Content to access Our Site and purchases/enrolls in one or more of our products or offerings (Services) for the following month (a “Referral”), You will be tracked as the source of the Referral and eligible to receive a Referral Fee upon this Referral becoming a Successful Referral as defined below.

“Referral Fees” are the amounts identified below for the Successful Referrals related to each of the Services identified next to the Referral Fees. Referral Fees are limited to a one Referral Fee per Referral of each Service. Referral Fees are not earned for return clients.

SERVICE	REFERRAL FEES
SEO OPTIMIZE SUBSCRIPTION	$25.00
SEO STRATEGIZE SUBSCRIPTION	$100.00
SEO STRATEGIZE+ SUBSCRIPTION	$125.00
PINTEREST OPTIMIZE SUBSCRIPTION	$75.00
PINTEREST STRATEGIZE SUBSCRIPTION	$175.00

“Successful Referral” is defined as a Referral by You of a new client (or existing client for a new Service) that enrolls in a Service, as listed above, who successfully process their payment for those Services and who completes their first month without; cancelling, breaching their obligations under our Terms of Service for our Services, requesting a refund or attempting to seek a “Charge Back” for the charge on their credit card for the Services they purchased under the Referral.
“Earned Referral Fees” are the Referral Fees accrued while You are an Active Client for all Successful Referrals You provided using your custom URL. Earned Referral Fees will be deposited into the account designated for Influencer’s Referral Fees (the “Influencer Referral Fee Account”) when such Earned Referral Fees are due to be paid out. iSEO is not responsible for any Referral Fees that are not Earned Referral Fees and will only deposit Earned Referral Fees into the Influencer’s Referral Fee Account, if You are an Active Client at the time, pursuant to the iSEO Referral Fee Payment Schedule.
Referral Fee Payment Schedule. Earned Referral Fees are payable to the Influencer on a monthly basis, provided You are an Active Client, that your Influencer’s Referral Fee Account accepts deposits, You have not terminated this Agreement, and only if You are in good standing. Earned Referral Fees of any given month are to be paid to You on or before the 10^th of the following month. [EXAMPLE: You have $200 in Earned Referral Fees for January, these will be deposited in your Influencer’s Referral Fee Account on or before February 10^th.]
If iSEO terminates this Agreement for any reason, or if the Influencer unsubscribes from the Referral Program or terminates their Services with iSEO, then any Earned Referral Fees as of the date of termination will be paid to the Influencer on the next payment date pursuant to the Referral Fee Payment Schedule. All pending Referral Fees that have not become Earned Referral Fees as of the date of termination are forfeited.
Unless otherwise specified in writing by iSEO, all payments made under this Agreement will be in U.S. Dollars. If any payment processed or attempted by iSEO to Influencer is rejected, returned, or otherwise unsuccessful, iSEO will attempt to resend. You will be charged the relevant fees for each payment attempt, regardless of whether the payment is successfully received. If a payment is returned, rejected, or otherwise unsuccessful for two (2) consecutive payments, iSEO may, in its sole discretion, suspend or otherwise place a hold on the Influencer’s Referral Fee Account until the issue is fully resolved, as determined by iSEO in its sole discretion. Any amounts owed to iSEO as a result of your Influencer’s Referral Fee Account will be credited against any amounts owed to You.
If there is little to no activity with an Influencer’s custom URL for eighteen (18) consecutive months, iSEO may, in its sole discretion, suspend or terminate the custom URL.
Influencer acknowledges and agrees that Influencer will provide an accurate and up to date email address and bank account information for their payments from iSEO. Influencer releases and forever discharges iSEO from any claim that a payment made to such account was made to the wrong account.
Influencer acknowledges and agrees that iSEO may withhold, set off, or recoup any amounts due to Influencer under this Agreement and/or any other agreement between iSEO and Influencer against any liability or amounts for which iSEO determines in good faith Influencer is liable under this Agreement and/or such other agreement between iSEO and Influencer, including payment for Our Services of which You are enrolled.
For the avoidance of doubt, the payment terms in connection with Sponsored Campaigns will be set forth in the respective Campaign Agreements.

[RESERVED]
THIRD-PARTY APPLICATIONS.
1. iSEO may, in its sole discretion, provide Influencers with access to third-party applications, which interface with iSEO application programming interfaces (“iSEO APIs”) (for purposes of this Agreement, such third-party applications are “Developer Apps”). Such Developer Apps use iSEO APIs, but are not endorsed by iSEO. Use of such Developer Apps by Influencers is voluntary. Use at your own risk. By using Developer Apps, you are granting Developer Apps access rights to your Content, including without limitation related metadata. iSEO makes no representations or warranties regarding Influencers’ use of any Developer Apps, which shall be governed by a separate agreement between Influencers and the owners of such Developer Apps. Influencers agree that iSEO has no liability whatsoever for the Developer Apps, including, without limitation, providing continued access to the iSEO APIs, technical issues related to the Developer Apps or their interaction with the iSEO APIs, and any damages or claims caused by, arising out of or relating to the Developer Apps. iSEO may change, suspend, or discontinue any aspect of the iSEO APIs at any time, including the availability of any iSEO APIs. iSEO may also impose limits on certain features and services or restrict Developer App’s access to parts or all of the iSEO APIs or the iSEO Referral Program without notice or liability.
NON-DISPARAGEMENT AND NON-INTERFERENCE.
You agree that you will not make disparaging statements about iSEO or its Referral Program, employees or agents or any other individual or party affiliated with iSEO at any time. For the purpose of this Agreement, “disparaging” means a statement that denigrates the reputation, goods, or services of another. Moreover, you agree that you will not take any action that could be deemed to interfere with iSEO’s relationship with any individual or other Influencer. Without limiting any other damages or remedy available to iSEO, related third parties or other Influencers, violation of this provision will result in loss of privileges, including forfeited Earned Referral Fees, at iSEO’s sole discretion.
NO GUARANTEE OF SUCCESS.
iSEO makes no representations or warranties regarding your potential earnings, which will be influenced by a number of factors beyond the control of iSEO. It is possible that you will not earn any money at all.
iSEO INFORMATION AND PRESS RELEASES.
The Referral Program may contain interviews, discussions, press releases and other information (collectively, “iSEO Information”) about us, our business and our Referral Program, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Referral Program. While all Information prepared by iSEO is believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than iSEO should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information are solely those of the author(s) and do not necessarily reflect those of iSEO.
LINKS TO OTHER SITES, NETWORKS, PLATFORMS, AND APPS.
The Referral Program may result in us sending you links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that influencerSEO is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Referral Program materials we deliver to you, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Referral Program. influencerSEO is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Referral Program does not imply approval or endorsement by influencerSEO. If You decide to access any Linked Technologies, then You do so at your own risk.
OWNERSHIP OF INTELLECTUAL PROPERTY.
Unless otherwise specified, all materials that are part of the Referral Program are owned, controlled, or licensed by iSEO and are protected by law from unauthorized use. The entire contents of the Referral Program are protected under copyright, patent, trademark, and/or other intellectual property laws. iSEO, the iSEO logos, and all designs are trademarks and/or trade dress of iSEO and may not be used without the express written permission of iSEO. All other trademarks appearing on the Referral Program are the property of their respective owners.

You do not acquire any ownership rights by using the Referral Program or downloading material from or uploading material to the Referral Program. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Referral Program, in whole or in part, except as expressly permitted herein.

The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY INFLUENCERSEO. You agree to only use the Apps and Sites as expressly permitted herein.
EXPORT CONTROL.
You agree to comply with all U.S. and foreign export laws regarding the importation and exportation of goods and services. You represent and warrant that (i) you are not located in any country to which the United States has embargoed goods or has designated as a “terrorist supporting” country; and (ii) you are not listed on any United States list of prohibited or restricted parties.
USE OF CONTENT IN THE REFERRAL PROGRAM.
The content contained in the Referral Program, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by Us.
FEEDBACK AND IDEA SUBMISSION.
All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to iSEO in connection with the use of the Referral Program shall be the exclusive property of iSEO. Such Ideas will be non-confidential and iSEO shall have no obligations to you, contractual or otherwise. You agree that iSEO may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
DIGITAL MILLENNIUM COPYRIGHT ACT.
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim. You may notify us of alleged infringement of intellectual property rights by contacting our Designated Agent at:

Mail: 10405 San Diego Mission Road, Suite 111, San Diego, CA 92108
Phone: 619-780-0111
Email: admin@influencerseo.com

Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.

Please do not send any other communications to the Designated Agent, who is appointed solely for the purposes of receiving notices of copyright claims under the DMCA.
ASSIGNMENT.
iSEO may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without iSEO’s written consent.
CONFIDENTIALITY.
Influencer agrees not to disclose Confidential Information without iSEO’s prior written consent. “Confidential Information” includes without limitation: (a) analytics and/or other statistics relating to performance of iSEO Referral Program and/or the Business of iSEO; (b) iSEO APIs, source code, software, research, products, plans, services and/or developments; (c) customers, customer lists, markets, and/or Influencer information; (d) Personal Information; (e) inventions, processes, formulas, technology, designs, drawings, engineering and/or configuration information; (f) performance, analytics, marketing, financial, and/or other business information; (g) any other information designated in writing by iSEO as “Confidential” or an equivalent designation; and (h) any information which might otherwise be reasonably considered to be confidential. Confidential Information does not include information that has become publicly known through no breach by Influencer, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by Influencer from a third party; or (iii) required to be disclosed by law or a governmental authority. You agree that you will protect Confidential Information from unauthorized use, access, and/or disclosure with a reasonable degree of care.
RELATIONSHIP.
YOU ARE AN INDEPENDENT CONTRACTOR. NO EMPLOYEE-EMPLOYER RELATIONSHIP EXISTS BETWEEN YOU AND ISEO, AND YOU ARE NOT A PARTNER, AGENT, FRANCHISEE, JOINT VENTURER OR ENGAGED IN ANY OTHER JOINT OR COMMON UNDERTAKING WITH ISEO.
NO WARRANTY / DISCLAIMERS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE REFERRAL PROGRAM IS AT YOUR SOLE RISK. THE REFERRAL PROGRAM ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, iSEO AND ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS (THE “iSEO PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE REFERRAL PROGRAM WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. iSEO NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE REFERRAL PROGRAM.

iSEO PARTIES ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE REFERRAL PROGRAM OR ANY USER COMMUNICATIONS.

iSEO PARTIES ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE REFERRAL PROGRAM, WHETHER CAUSED BY USERS OF THE REFERRAL PROGRAM OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE REFERRAL PROGRAM.

iSEO PARTIES MAKE NO WARRANTY THAT YOUR USE OF THE REFERRAL PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE REFERRAL PROGRAM WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS, REFERRAL PROGRAM, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE REFERRAL PROGRAM WILL MEET YOUR EXPECTATIONS.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE REFERRAL PROGRAM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE iSEO PARTIES OR THROUGH THE REFERRAL PROGRAM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
LIMITATION OF LIABILITY.
WHEN PERMITTED BY LAW, iSEO PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE REFERRAL PROGRAM, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING PROVISION MAY HAVE THE EFFECT TO LIMITING THE LIABILITY OF THE iSEO PARTIES FOR THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.

IF YOU ARE DISSATISFIED WITH THE REFERRAL PROGRAM, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.

NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, iSEO PARTIES’ TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT VALIDLY OWED TO YOU FOR EARNED COMMISSIONS PURSUANT TO YOUR USE THE REFERRAL PROGRAM AND THE TERMS THEREOF.
INDEMNIFICATION.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS iSEO PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE REFERRAL PROGRAM, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, ATTORNEYS’ FEES, EXPENSES, AND SETTLEMENTS, WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE REFERRAL PROGRAM OR YOUR INABILITY TO USE THE REFERRAL PROGRAM, THE MATERIALS THE REFERRAL PROGRAM CONTAIN, ANY SITES OR APPLICATIONS LINKED TO THE REFERRAL PROGRAM, ANY DEVELOPER APPLICATIONS, ANY ALLEGED VIOLATION OF THE AGREEMENT, AND ANY ALLEGED VIOLATION OF THE RIGHTS OF A THIRD PARTY. THE FOREGOING PROVISION MAY HAVE THE EFFECT TO PROVIDING INDEMNITY TO THE iSEO PARTIES LIABILITY AND DAMAGES ARISING FROM THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
CHOICE OF LAW, VENUE, CLAIM RESOLUTION AND CLASS ACTION WAIVER.
The laws of the state of California, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Referral Program. All claims arising out of or relating to this Agreement or the Referral Program will be litigated exclusively in the federal or state courts of San Diego County, California. The Agreement is fully performable in San Diego, CA. The parties consent to personal jurisdiction in San Diego County, California and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court in San Diego, California.

Any dispute must be raised within four (4) years after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void.

You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against iSEO.
[RESERVED]
GENERAL TERMS.
1. Force Majeure. influencerSEO shall not have any liability for any failure to perform obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of influencerSEO or such other party.
2. Waiver/Severability/Headings. If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore. iSEO’s failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.
3. Entire Agreement. This Agreement sets forth the entire agreement and understandings of the Parties hereto with respect to the Referral Program, and this Agreement supersedes and nullifies all other agreements made between the parties hereto.
NOTICES/CONTACT US.
Any notices or communication sent to you by iSEO will be sent to your email address on file with iSEO, which may be updated by you in writing at any time. It is your responsibility for ensuring that iSEO has your current email address at all times. Any notice sent to you via such email address by iSEO shall be deemed given, received, and read by you, whether or not it actually is received and/or read.

Any notices or communications sent by you to iSEO pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as iSEO may specify in writing.

All notices will be sent to:
Influencer Industries, Inc.
10405 San Diego Mission Road
Suite 111
San Diego, CA 92108
Email: admin@influencerseo.com
ATTN: Legal

Last Update/Effective Date: March 1, 2022