UPFLUENCE INC. UPFLUENCE PAY ADDENDUM
To Upfluence Registered Influencer Terms and Conditions

This Upfluence Pay Addendum (the “Addendum”), sets forth the terms by which Upfluence Incorporated (“Upfluence”) will provide its Upfluence Pay payment service (“Upfluence Pay”), as
further described herein, to the party accepting and agreeing to this Addendum (“Creator”). This Addendum supplements, and is subject to, the Upfluence Registered Influencer Terms and Conditions previously agreed to by the Creator, and any documents or materials incorporated therein (collectively, the “Agreement”).

To the extent of any conflict or inconsistency between this Addendum and the Agreement, the provisions of this Addendum shall control solely with respect to Upfluence Pay, and the Agreement shall control with respect to all other matters. Except as expressly modified herein, the Agreement shall remain in full force and effect. Capitalized terms not defined in this Addendum shall have the meanings ascribed to them in the Agreement.

If the individual agreeing to this Addendum (“you”) is taking such action on behalf of a Creator that is a legal entity, you represent and warrant that: (i) you have full legal authority to bind the Creator to this Addendum; (ii) you have read and understood the terms set forth in this Addendum; and (iii) you agree, on Creator’s behalf, to the terms set forth in this Addendum.

IN ADDITION, CREATOR ACKNOWLEDGES THAT IT HAS READ THIS ADDENDUM, UNDERSTANDS THE ADDENDUM AND AGREES TO BE BOUND BY ITS TERMS, AND REPRESENTS THAT THE INDIVIDUAL AGREEING TO THESE TERMS ON BEHALF OF THE CREATOR (IF APPLICABLE) IS AUTHORIZED TO DO SO.


1 UPFLUENCE PAY SERVICE.

1.1. General. Through Upfluence Pay, Upfluence will make available to Creator, functionality with respect to the facilitation of Creator’s receipt of payments for services (“Payouts”) from Creator’s brands who are participating in Upfluence Pay (each a “Client”) for measurable and agreed upon independent personal services. Upfluence Pay shall include the service of facilitating payments to Creators from Clients.

1.2. Stripe Relationship. Upfluence Pay is provided to Creator through Upfluence’s relationship with Stripe, Inc., Stripe Payments Company, or other affiliates (collectively, “Stripe”). Creator
acknowledges and agrees that, by using Upfluence Pay, it will establish and maintain separate commercial relationships with each of (i) Upfluence pursuant to this Addendum and the
Agreement, and (ii) Stripe. Creator acknowledges and agrees that its enrollment in and continued use of Upfluence Pay requires Creator to agree to Stripe’s terms and conditions during the onboarding process and to open one or more accounts with Stripe (each, a “Stripe Account”). Accordingly, Stripe may perform certain due diligence with respect to Creator and require Creator to provide certain information to Stripe in connection with Stripe’s relationship with Creator and the opening of a Stripe Account. Upfluence is not a third-party beneficiary of Client’s agreements with Stripe.

1.3. Money Transmission Services. Upfluence is a provider of marketing solutions and is not a bank, money transmitter, payment processor or Money Services Business (“MSB”), and Upfluence does not offer banking, money transmission services, or MSB services, as defined by the United States Treasury and state banking authorities. Instead, Upfluence contracts with Stripe, a third-party payment processor and licensed money transmitter, to integrate with its system to effect Payouts. For the avoidance of doubt, Stripe, and not Upfluence, will hold, receive, disburse, and settle funds between Creator and Client under Upfluence Pay. Creator is not a third-party beneficiary of Upfluence’s agreements with Stripe.

1.4 License Grant. Upfluence hereby grants Creator a non-exclusive, non-transferable, revocable right to use Upfluence Pay, specifically to receive the services described in Section 1.1,
including to view and access payment history, to complete Payouts, and to undertake related activities. All rights in Upfluence Pay not expressly granted to Creator are reserved by Upfluence, and any Upfluence service providers.

1.5 Ownership of Intellectual Property. As between Creator and Upfluence, Upfluence shall own all right, title and interest in and to Upfluence Pay, including all including all of Company’s IP used therein, and any suggestions, ideas, enhancement requests, feedback, integration components and application programming interfaces, recommendations or other information provided by Creator or any other party relating to Upfluence Pay.

1.5. Payout Transactions Using Upfluence Pay. Payout transactions through Upfluence Pay are solely between Creator and its related Clients, and Upfluence is not a party to these transactions or a custodian, escrow agent or fiduciary. The amount, payment terms and other terms and conditions of Payout transactions are governed by agreements between Creator and its related Clients. Upfluence does not verify any data used in connection with Upfluence Pay, including with respect to Creator’s compliance with the terms of Creator’s agreements with its Clients.

1.6 Creator Usage and Responsibility. Creator is responsible for all activity occurring under Creator’s name, including Payout transactions, and shall abide by all applicable U.S. local, state, and federal laws and regulations and international treaties in connection with Creator’s use of Upfluence Pay, including, without limitation, those related to financial transactions, money laundering, trade and other sanctions, export controls, data privacy, communications, export or import of data and the transmission of technical, personal or other data. Creator shall: 
(i) notify Upfluence immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Upfluence any conduct by Clients that is known or suspected by Creator of being fraudulent or unlawful; and (iii) not impersonate another Upfluence user or provide false identity information to gain access to or use Upfluence Pay. Creator, and not Upfluence, is solely responsible for the authorization and initiation of all Payout transactions through a dashboard or similar online interactive display or functionality available within Upfluence Pay for use by Creator (“Dashboard”).

1.7. Restrictions. Creator agrees that it will not, in addition to any restrictions imposed by Stripe, which shall include but not be limited to Stripe’s list of Prohibited and Restricted Businesses and any other restrictions imposed by Stripe from time to time: (i) use Upfluence Pay for any fraudulent, unlawful, deceptive, or abusive purposes; (ii) use Upfluence Pay in any manner intended to harm any Client, another customer, Upfluence, Stripe, or any third party; (iii) circumvent any intended limitations for any feature of Upfluence Pay; (iv) using the Upfluence Pay in a manner inconsistent with any documentation, guidance, or other technical, policy, or other requirements communicated by Upfluence, including through Upfluence’s website or app; (v) use Upfluence Pay to conduct transactions for personal, family, or household purposes; (vi) make available or use Upfluence Pay for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control; or (vii) engage in transactions related to or in furtherance of the sale or purchase of illegal goods, including but not limited to stolen goods, and illegal or controlled substances, or illegal services, including but not limited to counterfeit services, illegal gambling, Ponzi or pyramid schemes, and money laundering. In addition, Creator shall not (w) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Upfluence Pay in any way; (x) modify or make derivative works based upon Upfluence Pay; (iii) create internet “links” to Upfluence Pay or “frame” or “mirror” any content thereon; or (iv) reverse engineer or access Upfluence Pay in order to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of Upfluence Pay, or (3) copy any features, functions or graphics of Upfluence Pay. Creator may not interfere with or disrupt the integrity or performance of Upfluence Pay, or the data contained therein, or attempt to gain unauthorized access to Upfluence Pay or its related systems or networks. Creator may not access Upfluence Pay for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or for competitive purposes.


2 CREATOR ONBOARDING FOR UPFLUENCE PAY. 

Creator’s use of Upfluence Pay is subject to the following provisions and requirements.

2.1. Information Verification. Creator may not be permitted to access Upfluence Pay if Upfluence or Stripe cannot verify Creator’s identity or other necessary information.
2.2. Client Setup. To use Upfluence Pay for any Client, Creator may be required to respond to a payment request link sent to it, in order to initiate the setup of the Creator on Upfluence Pay.


3 PAYOUT PROCESSING.
3.1. Scheduling Payouts. Payments made through Upfluence Pay require sufficient time for processing and for Creator to receive payment. Creator acknowledges and agrees that Stripe may take several business days to process the payment after a Client submits the payment request.
3.2. Effecting Payouts. Upfluence is not responsible for any action taken by Stripe or any banks and other financial intermediaries to complete Payouts, which may result in some or all of the funds not being credited or made available to Creator.
3.3 Prohibited Payments. Upfluence or Stripe may refuse to initiate any Payout to Client in its sole discretion.
 

4 CUSTOMER DATA.
4.1 Upfluence does not own any data, information, or material that Creator submits to or inputs to Upfluence in the course of using Upfluence Pay (“Creator Data”); provided, however, that Upfluence may anonymize and aggregate Creator Data and use the resulting information for any purpose.
4.2 Creator, not Upfluence, shall have sole responsibility for the accuracy and intellectual property ownership or right to use of all Creator Data, and, to the extent permitted by applicable law, Upfluence shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Creator Data by Upfluence, the Creator or otherwise. While this Addendum is in effect, Creator grants Upfluence the right to use data pertaining to payments made by Creator under Upfluence Pay for any legal compliance purpose.
4.3 Upon termination, Upfluence may retain Creator Data for any legal purpose.


5 CREATOR ASSISISTANCE. 
If Client receives funds from a Client that do not comply with the Payout directions of such Client (each an “Error”), upon receipt of notification from Upfluence, Client shall assist Upfluence with the return of such improperly transferred funds.


6 WARRANTY DISCLAIMERS. 
EXCEPT AS PROVIDED IN THIS ADDENDUM,UPFLUENCE MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES.UPFLUENCE DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF UPFLUENCE PAY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANYOTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) UPFLUENCE PAY WILL MEET CREATOR’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR (D) THAT UPFLUENCE PAY WILL RUN ERROR-FREE OR DEFECTS FREE OR THAT ANY SUCH ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICE AND ALL CONTENT IS PROVIDED TO CREATOR STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY UPFLUENCE. 

UPFLUENCE PAY MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
UPFLUENCE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

7 LIMITATION OF LIABILITY. 
IN NO EVENT SHALL UPFLUENCE, OR ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES, LICENSORS OR SUPPLIERS BE LIABLE TO CREATOR OR ANY THIRD PARTY UNDER
ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES INCURRED IN CONNECTION WITH: (I) THIS ADDENDUM; (II) CREATOR’S USE OF, INABILITY TO USE, OR UNAVAILABILITY OF UPFLUENCE PAY; (III) FAILURE BY A THIRD PARTY PROVIDER TO PERFORM UNDER UPFLUENCE PAY OR ITS DELAY IN PEFORMING SUCH SERVICES; OR (IV) ANY PRODUCTS OR SERVICES PURCHASED, RECEIVED, OR PAID FOR USING PAYOUT SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, REGARDLESS OF WHETHER UPFLUENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL UPFLUENCE’S LIABILITY AND THE LIABILITY OF ITS RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, EMPLOYEES, LICENSORS AND SUPPLIERS EXCEED $100.00 IN CONNECTION WITH CREATOR’S USE OF UPFLUENCE PAY. THIS LIMITATION OF LIABILITY SECTION SHALL APPLY TO FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

8 EXCULPATION AND INDEMNIFICATION. 
To the fullest extent permitted by applicable law, Creator agrees that Upfluence and its officers, directors, shareholders, agents, employees, licensors and suppliers will not be liable to Creator in connection with this Addendum other than due to fraud or willful misconduct. Creator agrees to defend, indemnify and hold harmless Upfluence, and its officers, directors, shareholders, agents, employees, licensors and suppliers from any third party claims, actions, proceedings, and suits and related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising from: (i) Creator’s breach of the Addendum or any other applicable terms or policies of Upfluence; (ii) Creator’s use of Upfluence Pay; (iii) Creator’s negligence, gross negligence, fraud or willful misconduct; and (iv) Creator’s actual or alleged violation of any third party rights, or any applicable laws, regulations or rules.

9 REPRESENTATIONS AND WARRANTIES. Creator represents and warrants that it has the legal power and authority to enter into this Addendum and that Creator has not falsely identified itself nor provided any false information to gain access to Upfluence.

10 TERM; AMENDMENT; SURVIVAL. This Addendum shall be effective on the date agreed to by Creator and shall remain in effect during the term of the Agreement. Notwithstanding
anything to the contrary contained herein, in the event the Agreement is terminated for any reason, or Upfluence’s or Creator’s agreements with Stripe terminate, this Addendum shall also terminate at the same time without further notice. Upfluence shall have the right to modify this Addendum at any time by making this Addendum available [https://www.upfluence.com/upfluence-pay-addendum-to-terms-and-conditions]. Sections 4 through 10 hereof, together with any terms that by their nature are intended to survive, shall survive any expiration or termination of this Addendum.