goadgo INFLUENCER MEMBERSHIP AGREEMENT

1) INTRODUCTION

By signing up for, visiting, accessing, downloading, or using our services, you are agreeing to be legally bound by this goadgo Influencer Membership Agreement ('Agreement'), Privacy Policy, and Cookie Policy, all of which are incorporated by reference. Please carefully review (as described below) this legally binding agreement. This Agreement pertains to transactions you undertake by using the Services. The Services are owned and operated by goadgo. This Agreement shall come into effect immediately upon your access to the Services ('Effective Date') and shall remain in full force and effect indefinitely until terminated. goadgo reserves the right, at its sole discretion, to terminate your use of the Services, with or without cause or notice, including but not limited to if goadgo believes you have violated or acted inconsistently with this Agreement. By using the Services, you understand and agree to all the terms and conditions of this Agreement. Your continued visits, access, or use of our Services reaffirm your acceptance and agreement. If you do not agree to this Agreement, do not sign up for, visit, access, download, or use our Services. You may terminate this Agreement at any time by closing your user account and no longer visiting, accessing, or using our Services. goadgo may change this Agreement or other terms, such as the Privacy Policy and Cookie Policy, at any time. If you are a registered user with an account and email address, goadgo will notify you of all material changes via email and/or through the Services before such changes take effect. The Agreement and any associated or incorporated terms will be effective immediately upon publication. You should regularly review all current terms. If new terms are displayed on-screen, you may need to read and accept them to continue using the Services. goadgo will also post the terms at [https://goadgo.app]. If you prefer not to accept the new terms, you may close your account and/or cease using the Services. In cases where permitted by law, you acknowledge that continuing to use goadgo Services after receiving or being sent notification of updated terms means that your personal data is subject to the updated Privacy Policy. During your use of the Services, you may encounter additional terms and conditions that goadgo will provide you with before enabling certain optional add-ons or offerings, for example. Some features may not be available to all users, and goadgo has no obligation to restrict your access to or use of specific features of the Services.

Translations are provided for convenience only; the English version shall prevail in all cases.

2) SUBJECT

The subject of this Agreement is to determine the mutual rights and obligations of the Parties regarding the service to be provided. The Member undertakes that, except for matters expressly regulated otherwise in this Agreement, the services subject to the Agreement will be directly performed by themselves.

3) DURATION

This Agreement shall enter into force on the date of signature and shall automatically terminate upon the mutual termination of the parties' wills to contract.

4) RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. In order to acquire membership status, the Member shall be identified as a member by filling in the user information accurately and with up-to-date information by approving this Membership Agreement available on the Platform. The membership status begins with the completion of the approval process and its notification to the Member, and thus, the Member becomes subject to the rights and obligations specified in this Membership Agreement and in the relevant parts of the Platform.

4.2. To use our Services, you must (1) be at least 16 years old and (2) be of legal age to enter into this Agreement yourself, or ensure that your parent or legal guardian does so. THE SERVICES ARE ONLY AVAILABLE TO INDIVIDUALS AGED 16 AND ABOVE. IF YOU ARE 16 OR OLDER BUT ARE NOT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OR JURISDICTION, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH YOUR PARENT OR LEGAL GUARDIAN TO ENSURE THAT YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE A PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT ON BEHALF OF A CHILD WHO IS 16 YEARS OF AGE OR OLDER, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD'S USE OF THE SERVICES. goadgo DOES NOT ENCOURAGE, REQUEST, OR PERMIT VISITORS UNDER THE AGE OF 16 TO THE SERVICES.

4.3. As part of the service to be provided between the Parties, the Member will create an online static page (affiliate link) on goadgo's interface, where they can sell their chosen collection and products in accordance with the unaffiliated Brands, and share these links on social media platforms.

4.4. In exchange for the commission on sales made through the affiliate link sharing, the Company will provide the Member with benefits from the Platform services it owns.

4.5. The links created by the Member and specified in this Agreement will be shared through other platforms approved/announced by goadgo, such as Instagram, YouTube, TikTok, Snapchat, Facebook, Twitter, Pinterest, Spotify, Shopify.

4.6. Traffic and sales data from the URL of the static page (affiliate link) created by the Member, as specified in this Agreement, will be shared periodically by goadgo to the email address provided by the Member or through the platform. In the event of any discrepancy regarding the traffic and sales data mentioned in this clause, the Company's data and records shall prevail, and the Member agrees not to dispute these data, acknowledges that these data will be the basis for resolving any dispute, and grants the Company the broadest possible waiver of recourse, both retrospectively and prospectively.

4.7. Under this Agreement and through the goadgo services provided on the Platform, the Member will have access to their own interface where they can:

  1. In the 'Discover' section, access banner areas, detail pages for unaffiliated brands and products,
  2. In the 'Brands' section, access pages for followed brands, detail pages for products belonging to brands, and commission rates for products,
  3. In the 'Collections' section, create collections for selected products from different brands, each with its own collection,
  4. In the 'Reports' section, access earning reports, affiliate link reports, and performance reports,
  5. In the 'Profile' section, access the page containing account settings and details.

4.8. The Member hereby declares and undertakes that they possess the expected qualifications from them in the following matters:

  1. They will perform the tasks in accordance with the principles set forth in Article 4 of this Agreement and in the standards and manner specified by the Company.
  2. They will always act appropriately and professionally when performing the tasks.
  3. They will exert their best efforts to protect, promote, and enhance the interests of the Company.
  4. All advice, information, statements, and explanations provided by them will be consistent with the purpose of this agreement.
  5. The Member acknowledges, declares, and undertakes that while performing the tasks subject to this Agreement, they will act in accordance with the image of 'goadgo' and other unaffiliated brands associated with 'goadgo,' refrain from making negative statements about the 'goadgo' brand, and will not disparage goadgo in any way.
  6. The Member agrees to provide all kinds of work and services that are not specified in this Agreement but of a reasonable nature as requested by the Company.

4.9. The username and password information required by the Member to access their goadgo account and perform transactions through the Platform are created by the Member, and the security and confidentiality of this information are entirely the responsibility of the Member. The Member acknowledges, declares, and undertakes that they are responsible for transactions carried out with their own username and password, that any liability arising from these transactions belongs to them without dispute, and that they will not raise any objection or dispute that they did not carry out such transactions themselves, and they will not refrain from fulfilling their obligations based on such objection or dispute. Creating Membership accounts with false information or using the information of another person to perform transactions, providing incorrect or misleading residence address, email address, contact, payment, or account information, unauthorized use of another Member's account, impersonating another person or participating in transactions under a false name, or using the Platform or its content in violation of the terms of this Membership Agreement or the applicable legislation is unlawful, and the Company reserves its rights for any relevant claims, lawsuits, and actions.

4.10. We may provide you with updates from time to time and may require you to use the latest version. goadgo, at its sole discretion, shall have the right to modify, amend, update, or upgrade the Services as goadgo may recommend; and all such updates shall be included in this Agreement, shall be subject to this Agreement, and shall be the exclusive property of goadgo. If goadgo provides you with any update, you must use that version. goadgo will only support the most recent and current version provided to you. Depending on the update, you may not be able to use the Services until you download the latest version and accept the new terms that may apply. In the event of a conflict between this Agreement and other terms provided regarding updates, the other terms shall prevail. This section shall not require goadgo to offer new features and functionalities or offer any future offerings.

4.11. You agree to receive messages from us, including marketing materials. You agree to receive notifications and messages, including notifications and marketing materials, through the Services or through your contact information, such as email. It is your responsibility to ensure that goadgo has your current email address. Any notification sent to you by goadgo via the aforementioned email address shall be deemed received, whether actually received and/or read by you or not.

4.12. You grant us a non-exclusive license to use your data in connection with the Services and their promotion. You grant to goadgo the right to use and benefit from all or part of your data, currently known or hereafter devised, in any manner or medium, now known or hereafter devised, including but not limited to using, hosting, storing, transmitting, reproducing, distributing, sublicensing, modifying, creating derivative works, communicating, publishing, publicly performing, publicly displaying, archiving, and using for goadgo's operational purposes, in any manner that goadgo deems appropriate and without limitation, to promote and improve the Services. Additionally, you grant goadgo all necessary rights to facilitate your use of a third-party site, application, or service that requires the distribution of your data in connection with the Services or otherwise.

4.13. You agree not to engage in inappropriate behavior or harass other users. We reserve the right to determine whether an action is aggressive. Inappropriate content and/or harassment include anything that goadgo, at its sole discretion, determines to be aggressive or inappropriate for inclusion or use in the Services. This includes, without limitation, the following content:

  • Creating a false identity or impersonating any person or entity or otherwise misrepresenting your affiliation with a person or entity, or falsely stating or otherwise misrepresenting your relationship with another person or organization, or creating a false identity to deceive others;
  • Encouraging or including materials that are illegal, harmful, threatening, abusive, harassing, false, misleading, unfair, defamatory, coarse, obscene, libelous, sexually explicit, violent, invasive of others' privacy, hateful, discriminatory based on race/gender/religion, or in violation of the Children's Online Privacy Protection Act for children under 13 (also see FTC's Children's Privacy Site at http://business.ftc.gov/privacy-and-security) /childrens-privacy),
  • or likely to deceive any person;
  • Infringing any party's patent, trademark, trade secret, copyright, or other proprietary rights;
  • Disclosure of information for which you do not have a right of disclosure under contract or applicable law;
  • Containing software viruses or other technologies designed to disrupt, destroy, or limit the functionality of the Services;
  • Including 'spam,' 'chain letters,' unsolicited bulk emails, or requests;
  • Using automated scripts or other technologies to collect information from the Services or to interact with others without their consent;
  • Engaging in promotional materials, advertisements, or pyramid schemes, contests, or sweepstakes, or other promotional activities;
  • You may not include any portion of the Services or any of its parts in any other program or product;
  • Using the Services in a manner that creates a conflict of interest that could weaken the purpose of the Services;
  • Providing material support or resources (or concealing or disguising the nature, location, source, or ownership of material support or resources) to any organization/entity designated as a foreign terrorist organization by the United States government under Section 219 of the Immigration and Nationality Act;
  • Including personally identifiable information of others or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
  • Violating or promoting violations of any local, state, national, or international laws or regulations, including but not limited to those published by the U.S. Securities and Exchange Commission, New York Stock Exchange, American Stock Exchange, or NASDAQ.

In addition to the above, your access to the Services and your use of the Services must always comply with our Community Guidelines. goadgo reserves the right, at any time, with or without prior notice, and at our sole discretion, to remove or disable access to content for any reason or no reason at all. Some reasons for removing or disabling access to content may include determining that the content or use violates this Agreement, Community Guidelines, or is otherwise harmful to the Services or our users. Violating this Agreement may also result in your immediate and permanent banning, with notification to your Internet Service Provider if deemed necessary.

4.14. The Member acknowledges, declares, and undertakes that they may collaborate through the platform for the purpose of promoting collections and products of brands not affiliated with goadgo within the scope of this Agreement, and the conditions of this collaboration will be announced / communicated by the Company.

4.15. The Member agrees, declares, and undertakes that they will immediately remove any content shared on the platform regarding any link or collaboration upon the request of the Company. In case of any damage incurred by the Company due to these shares, the Member agrees, declares, and undertakes to pay this damage to the Company immediately, in cash, and in full upon the Company's first request. The Company reserves the right to offset this damage against the Member's receivables.

4.16. The Member acknowledges, declares, and undertakes that they are fully responsible for the content they produce and share, as well as for the music used in the content. The Member acknowledges, declares, and undertakes that their activities comply with the terms of this Agreement, rules and conditions announced by the Company in any way, and the legislation. In case of a breach of this clause, the Member agrees to immediately, in cash, and in full indemnify the Company for any damage suffered, and the Company reserves the right to recourse against the Member for such damage.

5-) Use of Content in Services

It is possible that not all products or services are available for use. The content and terms, conditions, and explanations appearing in the Services are subject to change. All products or services may not be available to all geographic regions or all users.

6) PRIVACY

The Member acknowledges that they have access to Confidential Information during the term of this Agreement. During the term of this Agreement and after the termination of this agreement (in any case where it occurs), the Member will not:

  1. Use any confidential information belonging to the parties, including but not limited to customers, suppliers, employees, and officers of the Company, for their own purposes or for the purposes of any person, company, group company, institution, or organization.
  2. Disclose any confidential information to any person, company, group company, institution, or organization without the written permission of the Company.
  3. Without the written permission of the Company, disclose any confidential information or any benefits obtained from the Company or any fees received for any services from the Company to third parties, and prevent the disclosure of such information.

This confidentiality obligation shall continue to be effective even if the Agreement is terminated for any reason.

7) CONTRACT PRICE AND PAYMENT

7.1. The commission rate to be paid for purchases made through the link included in the sharing made by the Member for the services to be performed under this Agreement will be determined by goadgo within the platform. The commission amount will be reflected in the relevant bank account of the Influencer registered with the platform. goadgo reserves the right to unilaterally change commission rates through the platform in compliance with other regulations.

7.2. In order for the payment related to this agreement to be transferred to the Member's bank account, the members must submit the documents prescribed in other regulations before the withdrawal process to the address [email protected] via e-mail. The member will share their bank information for payment transactions.

7.3. Payments will be made by the Company to the Member on the first payment day following the 30-day period following the completion of the service subject to the contract, after the deductions for cancellations and refunds for the month in which the service is provided are made and the payment request is notified to the company, provided that the conditions specified in article 7 are met. If the Fatura Düzenleyen is not the same as the Member, the payment will be made to the Fatura Düzenleyen. The Member acknowledges that payments will be made to the Fatura Düzenleyen by the Company in accordance with the relevant laws and regulations if the Member is not the Fatura Düzenleyen under this Agreement.

7.4. The Member acknowledges, declares, and undertakes that the commission amount earned due to the activities carried out within the scope of this Agreement shall be deposited into their bank account within 30 business days following the day when the account is closed, even if the minimum withdrawal amount is not reached, and regardless of the date when the contract is terminated.

7.5. The Member acknowledges, declares, and undertakes that they cannot claim the commission fee from purchases made through affiliate links as of the date their account is closed.

7.6. The Member acknowledges, declares, and undertakes that they can transfer money from their account on the Platform to their bank account after reaching the minimum withdrawal limit.

8) TERMS REGARDING THE INVOICE ISSUER NOT BEING THE MEMBER

8.1. In case the invoice is issued by an Invoice Issuer other than the Member for the services provided under this Agreement, the invoice shall be issued by the Invoice Issuer and the payment shall be made to the Invoice Issuer by the Company. The Member acknowledges, declares, and undertakes that in this case, the amounts due to them under this Agreement will be paid to the Invoice Issuer by goadgo, provided that the invoice is issued in accordance with the terms of this Agreement, and that payments will not be made by goadgo if the invoice is not issued in accordance with the terms of this Agreement, and that the Invoice Issuer is responsible for the payments made to the Member.

8.2. The Parties acknowledge, declare, and undertake that goadgo has no liability in case of any dispute between the Member and the Invoice Issuer, and that no fee will be charged in this regard. The sole responsible party for the Member is the Invoice Issuer, and the Member acknowledges, declares, and undertakes that all obligations, including payment obligations arising from the agreement between the Member and the Invoice Issuer, will be fulfilled by the Invoice Issuer.

8.3. In case the invoice is issued by an Invoice Issuer other than the Member, unless explicitly stated otherwise in this Agreement, the provisions of the Agreement regarding the Member shall also be valid, applicable, and binding for the Invoice Issuer.

8.4. The Member acknowledges, declares, and undertakes that in case of non-compliance with the terms of this Agreement, declaration of policies and conditions, violation of legislation, posing risks in terms of legal, technical, and especially information security, goadgo may unilaterally terminate this Agreement without notice or compensation, and from the moment the non-compliance specified in this clause occurs, all payments made to the Invoice Issuer for the Member regarding the breach shall be included in the amount paid, including:

  1. All tax amounts with the commission rate received by the Invoice Issuer from the Member for all such payments (provided that there is no agreement between the Member and the Invoice Issuer regarding this amount, or if different rates are notified to goadgo, a rate of 15% shall be applied).
  2. All remaining amounts to be paid by the Invoice Issuer (excluding payments made for the fulfillment of contractual obligations, and all taxes, fees, expenses, and charges related to this scope, without doubt). The Member and the Invoice Issuer shall pay the respective amounts to goadgo in cash and immediately without any notice or court order or the approval of third parties. The Member shall immediately pay the said amount to the Invoice Issuer, and the Invoice Issuer shall immediately transfer this payment to the bank account below of goadgo. goadgo shall issue a refund invoice to the Invoice Issuer for the payment of these amounts.

BANK:

BRANCH NAME/CODE:

ACCOUNT OWNER:

IBAN:

9) PENAL CLAUSE

9.1. If the Member fails to fulfill any obligation under this Agreement in full or in part until the expiration date of this Agreement, the Company may demand a penalty clause equivalent to the total commission fee paid to the Member up to the period when such obligation was not fulfilled in full or in part, without the need for any notice, court order, or approval from third parties. Additionally, the Company may claim 15% of this amount from the Invoice Issuer.

9.2. If the Member makes false/misleading statements about the competitors of the Company within the scope of the services provided with the Company, and/or fails to act in accordance with the rules/actions determined and/or announced to the Member by the Company within the scope of the service provided, and/or causes damage to the reputation and/or brand image of the Company, the Company may demand 15% of the commission fee paid to the Member or the Invoice Issuer until the occurrence of the violation, without the need for any notice, court order, or approval from third parties.

9.3. The Parties explicitly acknowledge, declare, and undertake that the penalty amount specified in this Article:

  1. Is fair and equitable,
  2. They will not request its cancellation or reduction,
  3. They expressly waive their right to request its cancellation orreduction on the grounds that it is usurious due to being mutually agreedupon by the Parties.

10) Digital Millennium Copyright Act

10.1. If you believe that your copyright has been infringed by a third party on our Services, please follow the takedown procedure. Responding to valid notices of copyright infringement in accordance with the Digital Millennium Copyright Act ('DMCA') is goadgo's policy. goadgo does not make judgments about the accuracy of claims of intellectual property infringement or resolve such claims. If the information you are complaining about appears on a third-party website or application, you should contact that third-party website or application. Please note that for your claim to be effective, it must comply with the detailed requirements set forth in the DMCA (see 17 USC § 512(c)(3)). It is recommended that you review these before submitting your claim. You can report allegations of copyright infringement to goadgo by contacting us at the following address: Email: [[email protected]].

Upon receipt of the alleged infringement notification, goadgo will follow the procedures set forth in the DMCA to resolve the claim between the notifying party and the alleged infringer providing the content. Please note that the DMCA requires goadgo to send a copy of your complaint to the alleged infringer.

10.2. The Member declares and accepts that, in terms of the performance of its obligations under this Agreement and acts aimed at using the financial, moral, and neighboring rights of the Company, it will not claim any additional receivables or compensation from the Company other than the payments specified in this Agreement and agrees to fulfill all legal procedures necessary and/or to be necessary for these matters. The Member acknowledges, declares, and undertakes that they consent to the use of the Company's personality rights (including but not limited to personality rights such as the influencer's name, surname, fame, appearance, similar, image, physical characteristics, signature, own handwriting, voice, symbol, and other private elements of personality.) by the Company, and that the Company's uses will not constitute any illegality in any way.

10.3. goadgo shall not be held responsible for any compensation claims arising from the violation of personal data between the Brand and the Member beyond the scope of this Agreement, and all liability belongs to the parties.

10.4. All of the above rights and obligations shall continue to be in full force and effect even after the termination of this Agreement.

11) Links to Other Sites, Networks, Platforms, and Applications

11.1. The decision to access Linked Technologies and Third-Party Applications is at your own risk. We are not responsible for the activities of third parties. Services, Brands, and payment platforms may include links to third-party websites, networks, platforms, or applications ('Linked Technologies'). However, please note that goadgo is not responsible for the terms of service or privacy policies of such other Linked Technologies and cannot control them. When leaving the Services, please be careful and read the applicable agreements for all Linked Technologies. This Agreement applies only to these Services. goadgo does not represent or warrant any content, accuracy, opinions, functionality, or services provided in such Linked Technologies, including but not limited to third-party websites, networks, platforms, or applications, and does not make any statements or warranties regarding them. The inclusion of any such Linked Technology does not imply endorsement by goadgo. If you decide to access any Linked Technology, you do so at your own risk. goadgo may, at its sole discretion, provide access to third-party applications that interface with goadgo application programming interfaces ('goadgo APIs') (referred to as 'Third Party Applications' for the purposes of this Agreement). Such Third Party Applications utilize goadgo APIs but are not endorsed by goadgo. The use of such Third Party Applications is optional. Use them at your own risk. By using Third Party Applications, you may grant access to your activities on Third Party Applications, including relevant metadata but not limited to them. goadgo does not provide any statement or guarantee regarding your use of any Third Party Application, which will be subject to a separate agreement between you and the owners of such Third Party Applications. You acknowledge that goadgo bears no responsibility for Third Party Applications, including but not limited to any technical issues related to continuous access to goadgo APIs, interaction with Third Party Applications or their goadgo APIs, and any damages or claims arising from or related to Third Party Applications. You agree that goadgo has no liability for Third Party Applications. goadgo reserves the right to change, suspend, or terminate any feature of goadgo APIs, including the availability of any goadgo API, at any time. Additionally, goadgo may impose restrictions on certain features and services or limit access to some parts or all of the goadgo APIs or goadgo Services of the Developer Application without notice or liability.

12- Warnings; Disclaimers of Liability

If you choose to share content and/or communications in areas where others may view, copy, and use them through the applications in the areas goadgo voluntarily provides access to, the risk will be yours. goadgo SHALL NOT BE RESPONSIBLE FOR THE USE OR DISCLOSURE OF ANY INFORMATION, COMMUNICATION, OR CONTENT YOU VOLUNTARILY SUBMIT THROUGH APPLICATIONS IN AREAS WHERE goadgo OR OTHERS MAY VIEW, COPY, OR USE, AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING THEREFROM. USE AT YOUR OWN RISK.

13- Export Control

You agree to comply with all export laws. You agree to comply with all U.S. and foreign export laws regarding the import and export of goods and services, (i) that you are not located in any country where the United States has embargoed goods or designated as a 'terrorist-supporting' country; and (ii) you are not listed on any United States prohibited or restricted parties list.

14) OTHER OBLIGATIONS

14.1. In the event of any force majeure situations that are legally considered, the Company shall not be liable for any delay or failure to perform or non-performance of any of the obligations stipulated in this Agreement. In force majeure situations; delay, incomplete performance, non-performance shall not be considered default or any compensation may be claimed from the Company for these situations under any name. The term force majeure shall be construed as events that are beyond the reasonable control of the Parties and cannot be prevented despite exercising due care, including but not limited to natural disasters, riots, wars, strikes, cyber-attacks, communication problems, infrastructure and internet failures, malfunctions due to improvement or renovation works related to the system, power outages, and adverse weather conditions.

14.2. If any direct or indirect damages arise directly from the fulfillment of the obligations of the Member under this Agreement, the responsibility shall be solely borne by the Member, and in such a case, the Company shall be exempt from any damages and claims that third parties may incur or may incur.

14.3. If the Member resorts to legal remedies against the Company for reasons such as the illegality of this Agreement, etc., the total amount of compensation to be paid by the Company shall not exceed, in any case, 15% of the total annual amount paid to the Member or to the Invoice Issuer, if applicable, under this agreement. The Influencer and the Invoice Issuer acknowledge, declare, and undertake that the Company is not responsible for any indirect damages in any way.

14.4. The Member and/or the Invoice Issuer shall not transfer or disclose to third parties any personal data learned or obtained within the scope of this Agreement without the explicit written consent of the Company, except for what is necessary to fulfill the requirements of the business under this Agreement, and shall not use them for purposes other than the purpose of this Agreement. In this context, if the Member and/or the Invoice Issuer provide false information regarding the sharing and processing of personal data with third parties, they acknowledge, declare, and undertake that they are responsible for the material and moral damages that the Company may incur. The obligation regulated under this article will continue after the termination of the Agreement. In case of any change in the personal data of the Member and/or the Invoice Issuer, it is necessary to update this information, and otherwise, the envisaged sanction will be applied to them.

14.5. Each of the Parties may terminate this Agreement at any time without cause, without payment of any compensation and/or penalty.

14.6. The failure to exercise or delay in exercising any of the rights under this Agreement by the Parties shall not be deemed as a waiver of the rights, and the exercise of such rights, whether in whole or in part, shall not prevent the exercise of other rights.

14.7. If any provision of this Agreement is found to be invalid, illegal, or unenforceable at any time by any court or competent administrative authority, such invalidity, illegality, or unenforceability shall be deemed to be in full force and effect and shall not affect the other provisions of this Agreement.

14.8. The Parties agree, declare, and undertake that all correspondence, including mail between the authorized persons, shall be binding, the matters agreed upon in these correspondences will be annexes to this Agreement, and they will not raise any objections to them.

14.9. The interpretation and application of this Agreement shall be governed by American Law. In case of any dispute arising from this Agreement, Delivery State Courts and Execution Offices shall be authorized.

14.10. The Member and the Invoice Issuer may not assign or transfer any of their rights or obligations under this Agreement without the prior written consent of the Company.

14.11. All taxes and fees arising from this Agreement shall be borne by the Member or the Invoice Issuer.

COMPANY - INFLUENCER MEMBER

If invoices related to payments to be made to the Member under the contract are to be issued by a party other than the Member:

INVOICE ISSUED BY: