DESCRIPTION OF SERVICES & ACCEPTANCE OF TERMS OF USE. The services that the Company provides to use are subject to the terms and conditions set forth herein which govern your access to and/or use of the Company’s software including but not limited to: profiles, matchmaking tools, communication tools, paid sponsorships, financial solutions, and any and all additional services whether online or offline; creatorland.com, creatorland.xyz and mobile or desktop versions and/or applications, content, products, services and any sites Creatorland may have now and/or in the future; including without limitation as it relates to marketing, participating in campaigns and/or any form of promotion both for compensation and without compensation, interacting with other Creatorland members, affiliated businesses, vendors, or service providers.

By submitting an application to participate in a paid or unpaid promotion of the Company, and/or by accessing your user profile, and/or subscribing to our mailing list, and/or submitting an application to any form of engagement with the Company you will be deemed a “Member”, (”Influencer”, “you”, and “your”) and acknowledge and agree that you have red, understand, and agree to be bound by all of the terms and conditions of this Terms of Use, as well as all other applicable rules or policies, terms and conditions and/or agreements that are and/or may be established by Company from time to time and the foregoing shall be incorporated herein by reference. If you agree to this Terms of Use on behalf of an entity, or in connection with providing and/or receiving services on behalf of an entity, you represent and warrant that you have authority to bind such entity or agency to this Terms of Use. In such event, “Influencer”, “you” and “your” as used herein will refer and apply to each entity or agency. The terms and conditions of this Terms of Use will exclusively govern your access to and/or use of the Services. Please read this Terms of Use carefully. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized.

If you are engaging in a paid or unpaid promotion with the Company, you hereby acknowledge and agree to the following terms outlined in sections 1-15 and Miscellaneous.

  1. ENGAGEMENT. Company hereby engages Influencer from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through Influencer’s social media outlets. The nature of the brand content to be promoted and the specific details and requirements of the promotion is outlined in the attached Schedule A. During the Term, Influencer agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule A (“Guidelines”). Company hereby appoints Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.

  2. OWNERSHIP. Influencer acknowledges and agrees that Company for the purpose of performing the Services under this Agreement shall own, exclusively all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Influencer for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Company’s brand partners (the “Brand Affiliates”).

  3. USAGE. Company shall cause Influencer to grant to Company and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature their likeness, social media handles, name, or nickname on Company’s and Brand Affiliates owned and controlled social media platforms, websites, newsletters, email, and any and all controlled media outlets and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs worldwide and additionally as may be defined in Schedule A.

  4. LICENSE. Company grants to Influencer a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Schedule A. Influencer grants to Company a license to use Influencer’s name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising.

  5. CANCELATION. Company may terminate this agreement upon forty-eight (48) hour prior written notice for any reason. In addition to any right or remedy that may be available to Company under this agreement or applicable law, In addition, in the event that Influencer has breached this agreement, Company may (i) immediately suspend, limit or terminate Influencer’s access to any Company account and/ or (ii) instruct Influencer to cease all promotional activities or make clarifying statements, and Influencer shall immediately comply. Company may terminate this agreement at any time without cause upon seven (7) days prior written notice to Influencer.

  6. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Influencer’s performance of services for Company, Influencer will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Influencer acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Influencer’s duties under this Agreement. Influencer agrees that Influencer will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Influencer’s performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Influencer will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control. Influencer agrees that during the tenure of this contract, and for a three-month term afterward, Influencer will not undertake influencer marketing for a competitor in the same vertical as Company.

  7. MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES**.** When publishing posts/statuses about Company’s products or services, Influencer must clearly disclose his/her “material connection” with Company, including the fact that Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Influencer makes about Company or Company’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. Influencer’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Influencer should only make factual statements about Company or Company’s products which Influencer knows for certain are true and can be verified.

  8. FORCE MAJEURE**.** If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.

  9. INDEMNIFICATION**.** Influencer agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Influencer or Influencer’s assistants, employees, contractors or agents, (ii) any breach by the Influencer or Influencer’s assistants, employees, contractors or agents of any of the covenants contained in this Agreement, (iv) any failure of Influencer to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of deliverables of Influencer under this Agreement.

  10. REPRESENTATIONS AND WARRANTIES**.** Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party.

  11. GENERAL TERMS**.** If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

MISCELLANEOUS

A. Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of California, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in California.

B. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Influencer represents and warrants that Influencer is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.

C. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.

D. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.

E. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach

F. Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled.

G. Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (return receipt requested), to the Party at the Party’s address written below or atsuch other address as the Party may have previously specified by like notice. If by mail, delivery shall be deemed effective three business days after mailing in accordance with this Section 1.G.

  1. (1) If to the Company, to: 530 S Barrington Ave #111 Los Angeles Ca 90049 support@Creatorland.com

  2. (2) If to Consultant, to the address for notice on the signature page to this

Agreement or, if no such address is provided, to the last physical address and/or email address of Influencer provided by Influencer to the Company.

H. DISPUTE RESOLUTION. All disputes, controversies, claims or differences which may arise between the parties, out of or in relation to or in connection with this Agreement, or for the breach thereof, shall be referred to and settled by arbitration (without being submitted to any court in the United States or elsewhere), except as otherwise expressly provided herein. Such arbitration shall take place in County of Los Angeles, in the State of California, in accordance with the rules of procedure of the American Arbitration Association (“AAA”). The award rendered shall be final and binding upon both parties hereto, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The single arbitrator shall be appointed by the AAA.

I. NON-DISPARAGEMENT. The Parties and their counsel will not, directly or indirectly, make any negative or disparaging statements maligning, ridiculing, defaming, or otherwise speaking ill of each other, including each’s business affairs, practices or policies, standards, or reputation (including but not limited to statements or postings harmful to the Parties’ business interests, reputation or good will) in any form (including but not limited to orally, in writing, on social media, internet, to the media, persons and entities engaged in radio, television or Internet broadcasting, or to persons and entities that gather or report information on trade and business practices or reliability), to the extent such statements relate to this Agreement, and the factual allegations made in relation to the matters specified in the Recitals or any matter covered by the release within this Agreement. Nothing in the Agreement shall, however, be deemed to interfere with each party’s obligation to report transactions with appropriate governmental, taxing and/or registering agencies.

J. SUCCESSORS. This Agreement shall inure to the benefit of the respective heirs, successors, and assigns of the Parties, and each and every one of the Releasees shall be deemed to be intended third-party beneficiaries of this Agreement.

K. NEUTRAL INTERPRETATION AND COUNTERPARTS. The Parties shall be deemed to have cooperated in the drafting and preparation of this Agreement. Hence, any construction tobe made of this Agreement shall not be construed against any Party. This Agreement may be executed in counterparts and each executed counterpart shall be effective as the original. All faxed, emailed, or electronic signatures affirming this Agreement constitute an original signature.

L. FURTHER ASSURANCES. Each Party agrees to take all reasonable steps necessary to effectuate the terms of this Agreement.

M. ADEQUATE CONSIDERATION. The consideration received in connection with this Agreement is fair, adequate and substantial, and consists only of the terms set forth in this Agreement.

N. ASSIGNMENT. This Agreement may not be assigned by Influencer without the prior written consent of the Company and any such purported assignment shall be void.

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