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INFORMATION ON SERVICES PROVIDED.

Influencer Agreement

The terms of service of this Influencer Agreement (“Agreement”) constitute a binding agreement between you (“Influencer”, “you”, “your”) and 4355768 CANADA INC. (“FansRevenue,” “we,” “us” or “our”), and govern your use of FansRevenue (“Site”) and the content, products and services offered through the Site (collectively with the Site, the “Services”). By continuing to maintain your influencer relationship with us, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms and conditions. THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, AS PROVIDED HEREIN, AT ANY TIME. Your continued access to or use of the Site or any other Services following such changes will be deemed acceptance of such changes. In addition, we reserve the right to modify or cease providing all or any portion of the Services at any time, with or without notice. Be sure to return to this page periodically to ensure familiarity with the most current version of the terms of this Agreement. We encourage you to contact an attorney of your own choosing and at your own expense in the event that you do not understand any of the terms contained in this Agreement. If you do not agree with anything contained in this Agreement, then please cease using the Services immediately.

Last update : 2021-05-25

1. Privacy Policy

We are committed to protecting the privacy of the personal information you provide to us through the Site. Any personal information submitted through the Site by you is subject to our Privacy Policy, which is incorporated herein by reference. PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND OUR PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION. We do not knowingly collect personal information from persons under the age of 18.

2. Access and passwords

As part of the subscription process for this Site, you have selected or been assigned a particular password in accordance with FansRevenue’s password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR EMAIL ADDRESS AND PASSWORD, AND YOU AGREE NOT TO ALLOW OTHERS TO ACCESS THE SITE USING YOUR EMAIL ADDRESS OR PASSWORD. You agree that all actions taken by you, or any other user who accesses the Site using your email address and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from the use of the Site and any services available on it by you or others using your email address and password. If you forget your password, please click the "Forgot your password?" link on the login page.

3. Representations and warranties

You represent and warrant to FansRevenue that:

3.1you possess the legal right and ability to enter into this Agreement and to perform your obligations hereunder;

3.2all information submitted by you on the Site is true, accurate, complete and without omissions of necessary information, current and kept up to date;

3.3you are at least 18 years old and the age of majority and legal consent in the jurisdiction in which you live or reside;

3.4you will not use the Site for any purpose that is unlawful or prohibited by this Agreement or the applicable guidelines of the Social Media Platforms;

3.5you are not operating from a country, state, province or territory in which the distribution, promotion or sale of the product or service promoted through the offer is forbidden;

3.6while promoting content, you will comply with all applicable laws and regulations, required or established industry codes, best practice, disclosure guidelines, policies and licenses, as required by consumer and market authorities (including, but not limited to the Canadian Ad Standards, the US Federal Trade Commission (FTC) or any similar authority in all relevant or applicable jurisdictions) and relevant social networks with respect to paid product placement and endorsement and acknowledgement thereof, and obtain appropriate and necessary consents and approvals to do so; and

3.7you will operate your Social Media Accounts in strict compliance with all applicable laws and regulations, to the highest legal and ethical standards; and with all of the rules and regulations issued from time to time by competent authorities.

4. Content production

All material shall follow the guidelines pertaining to content production provided in the offer or by us from time to time in order to be posted online.

You hereby agree and undertake, upon demand, without any compensation and time limit and notwithstanding the termination of this Agreement, to modify or remove any already published Content in the manner prescribed by us in order for the Content to comply with any applicable laws, regulations, guidelines and policies.

You hereby confirm that your Social Media Accounts do not and will not contain any content which depicts or involves (i) child pornography, (ii) any photographs or performances of a sexual nature depicting persons who are less than eighteen (or twenty-one in places where eighteen is not the age of majority) at the time that they render their performances, (iii) use the terms “pre-teen”, “lolita”, “pedo” or “peda” or any term with the same connotation, (iv) any matter that can be freely accessed and viewed by persons under the age of eighteen (or twenty-one in places where eighteen is not the age of majority) and which would constitute harmful matter or an indecent communication if accessed or viewed by such persons, or (v) leaked content or content which infringes, misappropriates or otherwise violates any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violates or breaches any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity. The Influencer shall not target any person who is under the legal age, nor target any restricted jurisdictions where the products offered and the promotion thereof are illegal. The Influencer shall not produce or promote any message or communication of any kind which is harmful, violent, threatening, abusive or hateful.

5. Account suspension or termination

We may block, restrict, disable, suspend or terminate your access to all or part of the Site and your Influencer Account at any time in our sole discretion, without prior notice or liability to you. Without limiting the generality of the foregoing, we may do so as a result of:

5.1Any conduct by you that, in our sole discretion, restricts or inhibits any other person or entity from using or enjoying the Site or is harmful to the interests of other users, service providers, third parties or our interests;

5.2Closure, suspension or termination, definitely, indefinitely or for any period of time, of either of your Social Media Accounts by the operators of such social media platforms, in which case you must inform us without delay, or we may chose, without any obligation on our part, to modify the terms and conditions under any offer as a result of such an event, upon written notice to you;

5.3Inactivity for more 12 consecutive months, in which case all amounts owed will be forfeited upon termination due to inactivity;

5.4Use of the link to an offer for other purposes than those provided in the offer;

5.5Use of fraudulent means of traffic generation, in which case all amounts owed will be forfeited upon termination due to fraudulent means of traffic generation. We may, in our sole discretion, hold your payout-related payments in ‘Pending Status’ until you have satisfactorily provided evidence that demonstrates to us that you have not engaged in fraudulent means of traffic generation. If payouts have been previously issued, and we deem these payments have derived from fraudulent activities, we will avail ourselves of all means necessary to recuperate said funds as well as expenses incurred to take such action, including but not limited to attorneys’ fees.

You may also terminate this Agreement at any time, by giving us seven (7) days prior written notice of termination. Notice by e-mail at support@fansrevenue.com is considered sufficient notice to terminate this Agreement. Upon termination, any and all licenses provided to you under this Agreement shall immediately cease.

Notwithstanding the termination of this Agreement, all Content previously posted online in relation to this Agreement must remain online in accordance with the conditions of this Agreement, unless FansRevenue agrees otherwise.

6. Payments and commissions

6.1Payments are made 30 days after the end of the period. Periods are from the 1st to the 15th of every month and from the 16th to the last day of the month. We try our very best to have payments out no later than 30 days after the end of the period, however we cannot guarantee that payment will have reached your account by this time.

6.2Payment methods are chosen at your own risk. FansRevenue is not responsible for any loss of funds via third parties once payments have been transferred to them.

6.3Individual payout amounts are subject to change and must remain strictly confidential; no public display of commissions will be tolerated; such display will equate to a breach of the confidentiality provisions of this Agreement.

6.4Influencers will not be paid for referring themselves or 'multiple accounts'.

6.5Payment will be made via our acceptable payment options as listed on your profile page and are subject to change.

6.6Minimum payout is $100, except under the payment method you have chosen; some may have higher minimum payouts than others. All balances will be carried forward until the minimum payout is achieved.

6.7Should you terminate your account and the amount owed in said account is $20 or less, you will forfeit said amount.

6.8All commissions are payable in U.S. Dollars.

6.9Any and all chargebacks will be debited from the balance in your account.

6.10Any leads or traffic resulting from incorrect targeting or targeting towards incorrect device types will not be paid to you.

6.11Any fees incurred due to inaccurate information provided to FansRevenue will be your responsibility.

7. Referral program

If you refer another person or entity that becomes a new Influencer for us, we shall pay you 5% of revenue generated by your Referred Influencer (“RI”). We shall determine what revenue qualifies for the share in our sole and reasonable discretion and may adjust the revenue for any reason, including, without limitation, amounts not collected, amounts setoff, charged back, or canceled by its customers, adjustments for discrepancies between tracking systems, and reserves for anticipated adjustments. You will only earn revenue for a new RI once they have been accepted into our network (and we may accept or deny in our sole and absolute discretion) and once they sign an agreement reasonably similar to this Agreement. In order to receive your commission from your RI’s revenue you must keep an active influencer relationship with us, including generating hits and leads, should you be inactive within our network for more than 90 days (i.e. no login, no hits generated, no leads generated) you will forfeit any and all commissions generated by your RI’s revenues and we shall be under no obligation to pay future revenue shares. We reserve the right to discontinue our relationship with any influencer at any time in our sole and absolute discretion and your revenue share of the RI shall stop upon termination of that RI’s relationship with us. We may terminate this referral program at any time, without notice to you, and without any liability, whatsoever, including liability to pay future revenue shares. Termination of this referral program does not affect other obligations in this Agreement.

8. Restrictions

8.1The Site contains proprietary material of FansRevenue (or material that other third parties have licensed to FansRevenue for its use), which is protected by copyright and other laws respecting proprietary rights. FansRevenue retains all rights for the material and media, including, without limitation, all copyright and other proprietary rights worldwide in all media. You may not use such material except as expressly permitted under this Agreement and under applicable intellectual property laws.

8.2You are granted a non-exclusive, non-transferable and revocable license to display the ads and marketing tools throughout your Social Media Accounts, subject to the terms and conditions of this Agreement and our policies and procedures. You may not alter, change, add to, or otherwise modify any ad tools provided by us. This Agreement does not authorize the use of any Ad tools for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.

8.3You acknowledge that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause FansRevenue or any third party doing business with FansRevenue irreparable injury that cannot be adequately compensated for by means of monetary damages. You agree that any breach of this provision by you, or any of your subscribers or end-users, may be enforced by FansRevenue and any third party doing business with FansRevenue, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.

8.4You agree that any supplier of any portion of the licensed materials may enforce its rights against you, even though that supplier is not a party to the Agreement.

8.5Influencers who are duly authorized may access FansRevenue for individual use, i.e., may use, as intended, banners and marketing material available on FansRevenue. You may not and may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Site in any manner whatsoever that may infringe any copyright or proprietary interest of FansRevenue; distribute the information contained in and on our Sites to other users not duly authorized to access the Site; distribute, rent, sublicense, lease, transfer or assign the information or this Agreement; decompile, disassemble, or otherwise reverse-engineer our Site or information contained in or on same or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, or use may be a violation of criminal as well as civil law.

8.6It is strictly prohibited to promote any FansRevenue offers through spam, content locking and other deceitful tactics. This includes, but is not restricted to: spam (via email, forums, comments and instant messaging), blind leading, direct-to-form promotion, link code hack and unauthorized landing page alteration. If you are not sure if your promotional tactics go against the terms of this Agreement, please speak to your influencer manager.

8.7You must ensure that your personal conduct does not tarnish FansRevenue’s image, neither the advertisers’ and third parties’ doing business with FansRevenue. As such, you agree, at all times, not to make written or verbal comments, statements or remarks that are disparaging, derogatory, defamatory, deleterious, or undermining the integrity, reputation, or which leads to public ridicule or contempt of FansRevenue, its operations, its activities, services and products, nor do anything that could harm our reputation or which is likely to discredit or denigrate us, our operations, activities, services or products, whether verbally or in writing.

9. Intellectual property

9.1You expressly waive any intellectual property right with regards to the products or services promoted in the Content, including, without limitation, any moral right, and irrevocably assign in favour of FansRevenue any such past, present and future right you can or could claim with regards to the products or services promoted in the Content.

9.2You hereby grant FansRevenue an exclusive, worldwide, perpetual and royalty-free license to use all social media posts and content shared on your Social Media Accounts related to promoting us and the products and services in the offers, for commercial purposes, including repost and reuse of this content on our social media accounts or official social media accounts of said products and services.

9.3You represent and warrant that you hold exclusively all rights, titles, and interests in and to all the Content, including all intellectual property rights, and that no Content infringes, misappropriates or otherwise violates the copyrights, trademarks or any other rights, including intellectual property rights, of any third party or otherwise violates or breaches any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity.

9.4We shall have the right to grant sublicenses to our parents and affiliates consistent with the terms hereof as well as to use whole or part of the Content and create derivatives. It is expressly understood that the duration of any such license shall survive the termination of this Agreement.

9.5Furthermore, you hereby agree:

9.5.1to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon or derived from our brands on search engines (e.g., google.com, yahoo.com and bing.com);

9.5.2to refrain from purchasing, bidding on, or otherwise obtaining or using any domain names or URLs that incorporate or are confusingly similar to any of our brands, trademarks, copyrights, or URLs including, but not limited to words or URLs such as “FansRevenue”, or any other related brands, trademarks, copyrights, or URLs as determined by us;

9.5.3not to use or place our brands on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, infringement of intellectual property or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious;

9.5.4not to use our brands in any manner that is disparaging or that otherwise portrays us or our entities in a negative or misleading light;

9.5.5not to create a website or web page that copies, imitates or uses our brands in a manner that is likely to be confused (e.g., similar designs, graphics, look and feel) with one or more websites operated by any of our entities;

9.5.6not to infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;

9.5.7not to use, register or file an application to register a trademark, service mark, domain name, user name, account name or other proprietary designation incorporating our brands, or any variation of our brands, whether they are used alone, in part, or in combination with other words (e.g., “fansrevenueUSA”) or are based upon typographical errors or misspellings (e.g., “fanrevenue”, “fansrevenu”, etc.); and to notify us promptly upon becoming aware of any improper use of our brands and reasonably cooperate with us (at our request) in the protection of our brands.

For a list of our brands and trademarks please contact your influencer manager.

10. Confidentiality

10.1Each party shall hold in confidence all confidential information obtained from the other party. Neither party shall disclose any information not of a public nature concerning the business or properties of the other party which it learns as a result of negotiating or implementing this Agreement, this includes individual payout amounts. For purposes of clarity all communications between our staff and you are considered confidential information and are to be held in confidence.

10.2The obligations of this Section, shall not apply to any information:

10.2.1which is generally known to the trade or to the public at the time of such disclosure; or

10.2.2which becomes generally known to the trade or the public subsequent to the time of such disclosure; provided, however, that such general knowledge is not the result of a disclosure in violation of this Section; or

10.2.3which is obtained by a Party from a source other than the other party, without breach of this Agreement or any other obligation of confidentiality or secrecy owed to such other party or any other person or entity; or

10.2.4which is independently conceived and developed by the disclosing party and proven by the disclosing party through tangible evidence not to have been developed as a result of a disclosure of information to the disclosing party, or any other person or organization which has entered into a confidential arrangement with the non-disclosing party.

10.3A party may disclose Confidential Information received from the other party: to its officers, employees, professional advisers, parent or subsidiary companies, or agents as may be reasonably necessary for the purpose of fulfilling its obligations under this Agreement or, in the case of professional advisors, for use in their professional capacity, provided that before any such disclosure that party shall make such officers, employees, professional advisers, parent or subsidiary companies, or agents aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those persons with them; or where such disclosure is required or requested by any law, court order or competent regulatory authority, including but not limited to any law enforcement agency in all jurisdictions. The above-mentioned disclosure will not constitute a breach of this Agreement.

11. Accuracy and availability of information

The Site contains database information and other content compiled by FansRevenue. While we use commercially reasonable efforts to provide accurate information, FansRevenue gives no warranty as to the accuracy of the database and other content on the Site. We reserve the right to withdraw or delete information or content from the Site at any time. All content, software and other services provided at or found within this Site by FansRevenue and third parties are provided “as is” and with “all faults”, without warranties of any kind, and we hereby disclaim all warranties, express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limiting the generality of the foregoing, FansRevenue does not make any warranties regarding the following: (a) Availability of the Site at any particular time; (b) Accuracy of the content or how current any content that is found on the site is; (c) Transmissions To, From or Within the Site; (d) Functionality; (e) Lack of viruses; (f) Compliance of the software, services and content provided under this Agreement with Canadian, Federal or Provincial or international laws; or (g) that the software, content or services contained in the Site will meet any particular criteria of performance or quality. Furthermore, you are responsible for the correct spelling of your trackers. We cannot be held liable for any trackers with an incorrect influencer identification number. Once a tracker is entered, it cannot be reassigned to another influencer number. We will have no obligation to pay you a commission if you fail to properly indicate your influencer identification number, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Agreement. Where use of e-mail marketing is authorized by FansRevenue the following Influencer E-Mail Code of Conduct shall apply.

12. Influencer messaging code of conduct

The Site contains database information and other content compiled by FansRevenue. While we use commercially reasonable efforts to provide accurate information, FansRevenue gives no warranty as to the accuracy of the database and other content on the Site. We reserve the right to withdraw or delete information or content from the Site at any time. All content, software and other services provided at or found within this Site by FansRevenue and third parties are provided “as is” and with “all faults”, without warranties of any kind, and we hereby disclaim all warranties, express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Specifically, but without limiting the generality of the foregoing, FansRevenue does not make any warranties regarding the following: (a) Availability of the Site at any particular time; (b) Accuracy of the content or how current any content that is found on the site is; (c) Transmissions To, From or Within the Site; (d) Functionality; (e) Lack of viruses; (f) Compliance of the software, services and content provided under this Agreement with Canadian, Federal or Provincial or international laws; or (g) that the software, content or services contained in the Site will meet any particular criteria of performance or quality. Furthermore, you are responsible for the correct spelling of your trackers. We cannot be held liable for any trackers with an incorrect influencer identification number. Once a tracker is entered, it cannot be reassigned to another influencer number. We will have no obligation to pay you a commission if you fail to properly indicate your influencer identification number, including to the extent that such failure may result in any reduction of commission amounts that would otherwise be paid to you under this Agreement. Where use of e-mail marketing is authorized by FansRevenue the following Influencer E-Mail Code of Conduct shall apply.

Influencer messaging may only be delivered to permission-based e-mail addresses or user accounts which have been and shall be obtained and maintained in conformity with all applicable laws, rules and regulations as well as social media platforms guidelines. Influencer must obtain the consent of the recipient to receive it in order to send commercial email or messaging pursuant to applicable legislation.

14. Canadian sales taxes

If you have provided us with an address outside Canada, we are assuming that you are not a resident of Canada and that you do not have a permanent establishment in Canada, as both of these terms are defined in the Excise Tax Act, and accordingly, no Goods and Services Tax (“GST”) and no Quebec Sales Tax (“QST”) will apply to any charge made under this Agreement. Additionally, if you are an individual, we are assuming that you are communicating with us from outside Canada. Should our assumptions be inaccurate or should they eventually become inaccurate while you are bound by this Agreement, you have the obligation to immediately inform us.

Address in Canada / Outside Quebec

If you have provided us with an address in Canada outside the Province of Québec, we are assuming that you are not a resident of Québec and that you do not have a permanent establishment in Québec, as both of these terms are defined in the Act Respecting the Québec Sales Tax, and accordingly, only GST will apply to any charge made under this Program. If any earnings are made as an influencer and you are registered for the GST, you will need to invoice us for the applicable taxes. Additionally, if you are an individual, we are assuming that you are communicating with us from outside the Province of Québec. Should our assumptions be inaccurate or should they eventually become inaccurate while you are bound by this Agreement, you have the obligation to immediately inform us.

Address in Canada / In Québec

If you have provided us with an address in Canada and in the Province of Québec, GST and QST will apply to any charge made under this Agreement. If any earnings are made as an influencer and you are registered for the GST and QST, you will need to invoice us for the applicable taxes.

15. Limitation of liability

FANSREVENUE, AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES, CONTRACTING PARTIES, AFFILIATES, SUCCESSORS AND ASSIGNS SHALL IN NO EVENT BE LIABLE FOR EXEMPLARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF PROFITS, OR LOSS OF DATA ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, FANSREVENUE AND OUR ENTITIES, THEIR PARENT COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, DESIGNEES, CONTRACTORS, AFFILIATES, SUCCESSORS AND ASSIGNS’ AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID TO YOU DURING THE PAST SIX (6) MONTHS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS WHETHER BASED UPON BREACH OF CONTRACT, NEGLIGENCE, TORT, VIOLATION OF 18 USC SECTION 2257 ET SEQ., ERRORS AND OMISSIONS, COPYRIGHT, TRADEMARK, PATENT, OR ANY OTHER CLAIM OR CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT.

Without limiting the generality of the foregoing, FansRevenue shall not be liable for the closing or suspension of either of your Social Media Accounts as a result of or arising from the publication of any Content, nor any damages, including but not limited to loss of profits, being understood that Influencer is solely liable for its Social Media Accounts.

16. Indemnification

You agree to indemnify, defend, protect, and hold us harmless, as well as our directors, officers, employees, agents, successors, parents and assigns, from any and all liability, claim, demand, loss and damage (including reasonable legal fees and court costs) arising out of or connected with your breach of this Agreement, any claim or action by a third party as a result of a breach of your representations, warranties, covenants, obligations or agreements hereunder, your gross negligence or willful misconduct, or infringement or violation of any rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets or licenses.

17. Applicable law and disputes

This Agreement, its interpretation, execution, application, validity and effects shall be governed by the applicable laws in effect in the Province of Quebec and in Canada, excluding any conflict of law provisions.

You agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Quebec, in the province of Quebec, Canada in any action, suit or proceeding related to or in connection with this Agreement.

18. Amendments

We reserve the right to amend this Agreement at any time and provide such amendments to you by posting a revised version on our Site. If the revised version includes a substantial change, we will notify you by email. Otherwise, in the case of insubstantial changes, we will notify you by online postings on this Site. Each version of this Agreement will be identified at the top of the page by its Last Modified date. If you do not agree to be bound by the changes, you should not use the Site again and you should terminate your account. If you use the Site after you have been notified of a change to this Agreement, you are agreeing to be bound by that change.

19. Force majeure

Neither party to this Agreement shall be liable for any default or delay in the performance of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by flood, earthquake, elements of nature or acts of God, riots, civil disorders, rebellions of revolutions, power-outages, delays in services provided by third parties, Internet failures, or any other cause beyond the reasonable control of such party.

20. General provisions

20.1It is expressly understood that nothing in this Agreement shall constitute the Influencer as the employee, partner or legal representative of FansRevenue for any purpose. The Influencer shall not have the authority to bind or commit FansRevenue in any manner or for any purpose whatsoever. To that effect, each of the Influencer and FansRevenue acts solely as independent contractors. No provision of this Agreement shall be construed as granting FansRevenue a right of control over the practice, business or operations of the Influencer, no responsibility on the part of FansRevenue arising from the conduct of the Influencer’s business, and vice-versa.

20.2This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, contains all of the agreements between the parties hereto and supersedes all prior written or oral agreements with respect to the subject hereto.

20.3Each and every term, condition and provision of this Agreement is and shall be severable one from the other, and in the event that any term, condition or provision hereof is at any time declared by a court of competent jurisdiction to be void, invalid or unenforceable, same shall not extend to invalidate, make void or make unenforceable any condition or provision of this Agreement, and such term, condition or provision so declared to be void, invalid or unenforceable shall be severed from the rest of this Agreement.

20.4The Influencer may not assign, sub-contract or otherwise delegate any of the rights or obligations hereunder in whole or in part, voluntarily or by operation of law (including without limitation in connection with a merger, consolidation, sale of the business or assets, or by acquisition of a majority of the voting stock by a third party) without the prior written consent of FansRevenue.

20.5No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

20.6This Agreement shall be binding upon and shall extend to the benefit of the parties hereto, their respective successors, legal representatives and permitted assigns.

20.7Obligations, which, according to their nature, are destined to continue also after the termination of this Agreement, shall survive any expiration or termination of this Agreement.