Snapfluence Influencer Terms of Use Agreement

Welcome to the Snapfluence Influencer Program (the “Influencer Program”) and the Influencer portal (the “Portal”) on www.seenmoment.com (the “Site”). The term “Seen” or “us” or “we” or “our” refers to Seen Digital Media, Inc., an Ohio Corporation, the owner of the Snapfluence Influencer Program, the Portal, and the Site. The term “you,” “User,” or “Influencer” refers to the user or viewer of our Site.

Seen provides marketing services to its clients (“Clients”) by engaging Influencers to post client- related content on Influencers’ personal social media accounts. Each marketing campaign for a client is called a “Campaign.”

1. Acceptance of Agreement.

By applying to be an Influencer or registering as an Influencer with the Influencer Program, using the Portal, and/or accepting an advertising assignment from Seen through the Influencer Program, you agree to comply with and be bound by the terms and conditions outlined in this Snapfluence Influencer Terms of Use Agreement (“Agreement”) as well as the general Terms of Use governing use of the site [LINK] and our Privacy Policy [LINK]. You understand and agree that you are entering into this Agreement electronically, which will have the same force and effect as an agreement in writing. Please review the following terms carefully. If you do not agree to these terms, you should not apply to be or become an Influencer with Seen, provide services to Seen, or use the Portal. You further agree that we may provide you with required notices and terms about the Portal, Site, and any offered or accepted Jobs (as defined in Section 3) electronically, either by (a) posting such notice on the Portal or Site or (b) by sending you an e-mail to the e-mail address that you provided to us. You may always review the most current version of this Agreement by clicking on the “Influencer Terms of Use” link [LINK] on the Portal. You agree that we may make changes to this Agreement at any time and that any amendment to the Agreement will take effect upon your notice of such amendment. If we notify you of any change to this Agreement that you do not accept, you should immediately terminate this Agreement, any Job (as defined in Section 3) you are currently engaged in, and any other engagement you have with Seen. You must be 18 years old to apply to be an Influencer.

2. Term and Termination.

This Agreement shall begin upon either your application to be an Influencer or your acceptance of this Agreement otherwise, until terminated. This Agreement and any Job (as defined in Section 3) may be terminated at any time by us or you for any reason; however, if you terminate this Agreement during a Job and before the completion of such Job, you forfeit any rights to any further compensation for that Job.

3. Job Assignments and Compensation.

Seen offers advertising assignments related to Campaigns to its Influencers through the Portal or direct email (an assignment is a “Job” and each offer for a Job is a “Job Offer”). Compensation may be in the form of cash, gift cards, or physical goods and such compensation may be performance-based. If Seen offers you a Job and you accept it, you are bound by the terms of the Job Offer and this Agreement. Job Offers will come with specific details as to the subject matter,

types of posts, social media platforms to use, and the amounts and types of compensation that may be earned. Seen reserves the right, and you hereby acknowledge such right, to make reasonable amendments to the terms of a Job after acceptance by you. You agree that even though you may be approved as an Influencer you may never receive a Job Offer from Seen or receive a Job Offer that you wish to accept.

4. Influencer-Created Intellectual Property.

In your performance of a Job you will create and post content related to the Job on your personal social media accounts. Such content is known as “Influencer Content” and may include photographs, video, original artwork, text, intellectual property, and any other type of content or media that you may create or be posted on your social media accounts. You hereby acknowledge and agrees that Seen is and shall be the sole owner of all right, title and interest to any and all Influencer Content (such assigned Influencer Content is referred to as the “Work Product”), which Work Product shall be treated as a work made for hire under the Copyright Act. To the extent that the Work Product is not deemed a work made for hire, you agree to and hereby do assign to Seen all of your present and future worldwide right, title and interest in and to all of the Work Product. You acknowledge and agree that you shall execute and deliver to Seen any instruments of transfer and take such other action that Seen may reasonably request, including, without limitation, executing and filing, at Seen’s expense, copyright applications, assignments, and other documents required for the protection of the Seen’s rights to such materials. As to any portion of the Work Product created after the execution of this Agreement, the assignment shall become effective immediately upon creation thereof, without need for further consideration or written agreement among the parties. You hereby represents and warrant that the Work Product will be an original work of you and that the Work Product will not infringe or misappropriate the intellectual property rights of any third party. For any Work Product you create, you retain a limited license solely to host such Work Product on your social media accounts.

5. License to Client Content.

Seen obtains a license from each Campaign Client to use certain intellectual property related to the Campaign. For any Job you accept you are also granted by the Client a limited, non- exclusive, royalty-free, non-transferable and non-sublicensable, worldwide license during the term of the Job to use, solely in connection with the Campaign: (i) Client's trademarks that are reasonably associated with the subject matter of the Campaign; (ii) Client's domain names, website addresses, websites and URL's; and (iii) any trademarks created by Seen or by you on Client's behalf as part of the Campaign. In addition, Client grants to Seen and you a perpetual, non-exclusive, royalty-free, non-transferable and non-sublicensable worldwide license to use the Work Product (as defined in Section 3) solely for use on materials promoting Seen’s services and on social media or blog accounts owned by Seen or you that created such Work Product. Client grants no other right or license to any of its intellectual property to Seen or you by implication, estoppel or otherwise. You hereby acknowledge that Client owns all right, title and interest in, to and under the Client's trademarks and that you shall not acquire any proprietary rights therein. Any use by Seen or you of any of Client's trademarks and all goodwill associated therewith shall inure to the benefit of Client. The Job Offer may set out specific Client-owned intellectual property you may use in performing the Job and/or have further limitations on how such Client-owned intellectual property may be used in performing the Job. If there are any contradicting terms between this Agreement and the Job Offer, the terms of the Job Offer will govern.

6 . Representations.

By applying to be an Influencer and agreeing to the terms of this Agreement, you hereby represent, warrant and covenant to Seen that: (a) you are at least 18 years of age; (b) you have the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform your obligations under this Agreement; (c) you have not, and during the term of the Agreement will not, enter into any oral or written contract or negotiations with any third party that would impair the rights granted to Seen or its clients under this Agreement, or limit the effectiveness of this Agreement, nor are you aware of any claims or actions that may limit or impair any of the rights granted to Seen or its clients hereunder; and (d) you are now and through the term of this Agreement shall remain in compliance with all laws applicable to the performance of your obligations under this Agreement.

7. Rules of Conduct.

As an Influencer and in the performance of any Job you represent and warrant that, in addition to the Restrictions and Prohibitions on Use in Seen’s general Terms of Use, you will comply with all of the following rules of conduct:

8 . Posting Conduct

  1. Your social media posts related to a Job will comply with the specifications set forth in the Job Offer and any subsequent directions from Seen regarding the Job.

  2. You will not post anything on any social media account or on any other platform or media to disparage either Seen or any Client you are currently or have performed a Job for.

  3. Any post you make on a social media account will not contain any content that contains any misstatements of law, falsehood, obscenity, severe profanity, or is unlawful, obscene, defamatory, libelous, threatening, pornographic, bullying, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate.

  4. You will comply with the requirements of the Disclosure section below and any related disclosure requirements of the Job.

Disclosures.

The Federal Trade Commission requires any party that makes public written statements regarding a person, company, or product and that receives consideration of any type from that person, company, or product to properly disclose such relationship in such post. This means you may be required to include the word “Ad” or other indication of the relationship between you and Client in your Job-related social media posts. The disclosure requirements for each Job will be set forth in the Job Offer and/or additional materials provided on the Job. You hereby agree to comply with these disclosure requirements and acknowledge that you will be solely responsible for any failure to comply with the disclosure requirements.

9. Disclaimer of Warranty

SEEN PROVIDES THE INFLUENCER PROGRAM AND JOBS TO YOU “AS-IS” WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS OR ANY RESULTS TO BE ACHIEVED HEREFROM. SEEN PROVIDES NO WARRANTY THAT YOU WILL BE APPROVED AS AN INFLUENCER, THAT IF YOU ARE AN INFLUENCER THAT YOU WILL BE OFFERED A JOB, OR THAT YOU WILL EVER BE OFFERED A JOB YOU WISH TO ACCEPT.

  1. Limitation of Liability

    1. Seen and any affiliated party shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (i) any errors in or omissions from the Site, Portal, or Job or the providing of any of the foregoing to you, (ii) the unavailability or interruption of the Portal or Job or any aspect of the Portal or a Job, (iii) your use of the Site, Portal, or participation in a Job, (iv) any violation by a Client of the agreement between Seen and Client related to a Job, or (v) the content contained on the Portal or related to a Job.

    2. THE AGGREGATE LIABILITY OF US AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE, PORTAL, A JOB, AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED THE GREATER OF $100, AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY OR OUR CLIENTS.

  2. Independent Contractor

In the mutual performance of the parties’ duties and obligations under this Agreement and in a Job, it is mutually understood and agreed that Influencer is and will be an independent contractor of Seen and/or the Client. Nothing in this Agreement shall be construed as creating a partnership or joint venture between you and Seen, you and a Client, or Seen and a Client.

1 2 . Assignment

You may not assign your rights or interest in this Agreement or a Job without the prior written consent of Seen. Any assignment, without consent, shall be deemed void and wholly invalid. This Agreement and any Job and all incorporated agreements and your information may be automatically assigned by us in our sole discretion.

1 3 . Miscellaneous

This Agreement shall be treated as though it were executed and performed in Columbus, Ohio, and shall be governed by and construed in accordance with the laws of the State of Ohio (without regard to conflict of law principles). Any cause of action by you with respect to the Site, Portal, or a Job (and/or any information, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth herein. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the Site or Portal is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement or a Job shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement or a Job shall survive any termination of this Agreement.

14. Questions and Comments.

If you have any questions regarding this Agreement, a Job, or your use of the Portal please contact us here:

Seen Digital Media, Inc.
22 E. Gay St.
Columbus, OH 43215
ph
: 866.344.8450
Email: info@seenmoment.com

Last Updated: November, 2013

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