Additional Terms of Service

(Last Updated July 5, 2022)

PLEASE READ THESE INFLUENCER ADDITIONAL TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. IF YOU RESIDE IN THE UNITED STATES, PLEASE NOTE: SECTION 18 OF THE C12 TERMS OF SERVICE APPLIES TO ANY DISPUTE RELATING TO THESE INFLUENCER ADDITIONAL TERMS OF SERVICE OR YOUR USE OF THE SERVICES.

1. Acceptance of Terms

By accessing or using any Services available to Influencers, you agree to these Additional Terms of Service ("AToS"), which amend and add to the C12 Terms of Service at https://commerce12.com/terms/ ("Terms").Please read these AToS, the Terms, and our Privacy Policy carefully. Our Privacy Policy is at https://commerce12.com/privacy/. All capitalized words not defined here have the meaning given to them in the Terms. If there is a conflict between the AToS and the Terms, the AToS control.

"Influencer" means an individual who controls and operates a Social Media Account and who is captured in the C12 Services.

"Social Media Account" means a registered account with a social media, social network or content sharing platform, including but not limited to Facebook, Twitter, TikTok, Instagram, Snap, YouTube, Vimeo and Pinterest.

2. Modification

C12 reserves the right, at its sole discretion, to modify these AToS at any time and without prior notice. If we modify these AToS, we will post the modification on the Site. We will also update the "Last Updated Date" at the top of these AToS. Modifications to these AToS will automatically take effect upon posting; provided, however, that material changes to the AToS will be effective as to an existing User thirty (30) days after posting. By continuing to access or use the Site or any Services available to Influencers after we have posted a modification, you are indicating that you agree to be bound by the modified AToS. If the modified AToS are not acceptable to you, your only recourse is to cease accessing or using the Site and Services as an Influencer.

3. Eligibility

The eligibility provisions in the Terms apply.

4. Registration

The Service allows registered Influencers to access certain information, and provides them opportunities to express interest in participating in marketing campaigns proposed by C12 Clients.

To access and use the Services as an Influencer, you must register an account as a Commerce 12 Influencer ("Commerce Crew Account"). To create a Commerce Crew Account by using your email address, follow the prompts on the Site. You agree to provide accurate, current and complete information during registration and to update such information to keep it accurate, current and complete. You agree that you will safeguard your password and that you are solely responsible for any activities or actions under your Commerce Crew Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your Commerce Crew Account. You are solely responsible for your Content (defined below) and Commerce Crew Account.

You acknowledge and agree that you are solely responsible for your Commerce Crew Account and all Commerce Crew Account information. You represent and warrant that any Commerce Crew Account Content that you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) comply with all applicable laws, tax requirements, licenses, rules and regulations that may apply to you and (b) not conflict with the rights of third parties.

5. Service Process; Fees; Payment

Registered Influencers may use the Services to offer and accept opportunities to participate in any marketing campaigns to which they are invited. C12 Clients posting marketing campaigns control which Influencers are allowed to see and/or accept a proposal to participate in the marketing campaign.

Influencers retained to participate in a marketing campaign may be compensated through receipt of goods or services only. Influencers may be compensated by monetary payment if separately agreed to in writing between C12 and Influencer.

We will share information with of each Influencer with each C12 Client as necessary or requested, such as (i) the first and last name, Social Media Account handles, and contact information, (ii) links to the Influencer's profile or other information expressly made available by that Influencer, and (iii) details of the C12 Clients and campaign (including campaign requirements).

In consideration of the Services, we receive a fee (the "Service Fee") from C12 Clients in exchange for providing the Services.

6. Account Profiles

The Services include creation of a profile for C12 Clients based on that Influencer's publicly available social network posts, followers and activity. C12 Clients will be able to see your Profile, and C12 Clients seeking to connect with Influencers will be able to search your profile.

7. Use of Your Content; Responsibility for Your Content

When you as an Influencer post Content on the Services, or post Content on your Social Media Accounts, you represent and warrant as follows:

(a) that you have the right, power, and authority to post that Content and grant the licenses specified below;

(b) that by posting or providing such Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights;

(c) you are the owner of all the copyright rights to your original Content and that we may exercise the rights to your Content granted under the AToS without any liability or obligation for any payment beyond the compensation agreed to between you and C12;

(d) As to any Content you created, you will immediately remove such Content from the Service or any Social Media Account on the request of C12;

(e) You are solely responsible for all and Content and all postings to your Social Media Accounts;

(f) all of your Social Media Account postings: (a) will be in compliance with all applicable laws, rules and guides (such as FTC Guides Concerning Sponsored Endorsements); (b) will have all necessary intellectual property and other rights for such use; (c) will not infringe the rights of any third party. C12 assumes no responsibility for compliance with any agreements between an Influencer and a third party, or an Influencer's compliance with applicable laws, rules and regulations. We reserve the right, at any time and without prior notice, to remove or disable access to any Profile or Content on the Service for any reason, including Profiles or Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these AToS or any of our then-current policies and guidelines, or otherwise harmful to the Service. "Content" means text, graphics, images, music, software (excluding the Site), audio, video, information or other materials.

If you are selected to provide Content in support of a marketing campaign, you agree that the terms of your selection include granting C12 Clients (i) the right, in its sole discretion, to require that any posting of your Content be removed, (ii) the right and opportunity to include one or more metadata files, pixels, tagging software, or other tracking technology as part of any Content you post, and (iii) the option, in its sole discretion, to require that your Content be reviewed and approved prior to posting.

8. No Endorsement

You understand and agree that C12 is not involved in the interactions between C12 Clients and does not refer or endorse or recommend particular Influencers. You also understand and acknowledge that C12 does not edit, modify, filter, screen, monitor, endorse or guarantee Influencer Content or the content of communications between C12 Clients.

C12 Clients are responsible for investigating and verifying to the extent they deem necessary the identity and credentials of Influencers used via the Services. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of an Influencer or other third parties will be limited to a claim against the particular Influencer(s) or other third party(ies) who caused you harm, and you agree not to attempt to impose liability on, or seek any legal remedy from, C12 with respect to such actions or omissions.

9. Licenses

(a) C12 License to You. Subject to your compliance with these AToS and the Terms, we grant you a limited, non-exclusive, revocable, non-transferable license, to (i) access and utilize the Services made available to you, and (ii) access and view any Influencer Content to which you are permitted access. You have no right to sublicense the license rights granted in this section. You represent, warrant and agree that you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in these AToS. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by C12 or its licensors, except for the licenses and rights expressly granted in these AToS. "Collective Content" means Influencer Content, C12 Content and C12 Client Content.

(b) Your License to C12. By posting Content on or through the Services as part of an influencer marketing engagement, you hereby grant to C12 a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to create derivative works, sublicense, use, edit, view, copy, adapt, modify, distribute, license, sell, host, market, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, and otherwise exploit such publicly available Influencer Content on, through, or by means of the Services as currently exist or may be developed in the future only to: (i) market and promote the Services and the Site, and (ii) for internal reports and reports to marketing campaign C12 Clients. C12 does not claim any ownership rights in any such Influencer Content and nothing in these AToS will be deemed to restrict any rights that you may have to use and exploit any such Influencer Content.

10. Confidentiality; Non-Disparagement; Restrictive Covenants

You understand and agree that the information contained within a marketing campaign to which you are invited, as well as other information you may receive from the C12 Client posting such marketing campaign, contains confidential business, technical or financial information relating to that User's business (hereinafter referred to as "Confidential Information").You agree: (i) to take reasonable precautions to protect such Confidential Information from disclosure to third parties; and (ii) to only use such Confidential Information in the performance of the Services. Your obligations under the provision expire five (5) years following the disclosure of the Confidential Information to you, or when such Confidential Information (a) is or becomes generally available to the public, or (b) was in your possession or known to you prior to receipt, or (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed by you without the use of any Confidential Information, or (e) is required to be disclosed by law.

You further understand and agree that you will not make any (i) negative, critical, hostile, or disparaging public or private statements concerning C12 and/or C12 Clients, any marketing campaign, or any product or service in any way associated with a marketing campaign. This agreement shall not in any way prevent you from disclosing information in response to a lawful subpoena or court order, or to your personal attorney, accountant or other professional obligated to maintain the confidentiality of the information disclosed.

You further understand and agree that beginning on the date that you accept these AToU and continuing through three (3) years after the last date of being an Influencer with C12, you will not, except with the prior written consent of C12, (i) directly or indirectly solicit or induce, or cause others to solicit or induce, any person who is employed by C12 or its subsidiaries or affiliates to terminate his or her employment with C12 or to accept employment with anyone or any entity other than C12; (ii) directly engage in any business that is in direct competition with any active or planned business of C12, or (iii) solicit C12 Clients or engage directly with C12 Clients. This restrictive covenant will apply in full force and effect even if you resign from or are terminated, with or without cause, by C12 at any time from the date that you accept these AToU through three (3) years after the last date of being an Influencer with C12.

11. Termination

We may, in our discretion and without liability to you, with or without cause, with or without prior notice, and at any time terminate these AToS, the Terms, or your access to the Service. You may cancel your Commerce Crew Account at any time by contacting us or following the prompts on the Site. Please note that if your Commerce Crew Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Services, including, but not limited to, any reviews or feedback.

12. General

The failure of C12 to enforce any right or provision of these AToS will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of C12. Except as expressly set forth in these AToS, the exercise by either party of any of its remedies under these AToS will be without prejudice to its other remedies under these AToS or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these AToS invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these AToS will remain in full force and effect.

Disclaimer: The original, legally binding version of this document is written in English. If it is translated into other languages by non- native English-speakers or by software, there may be discrepancies between the English version and the translated version. If so, the English version supersedes the translated version.

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