Influencer Agreement

Effective May 2026

Section 1: Description

These Standard Terms operate in conjunction with an Influencer Contract or Contracts that you, the influencer (the “User”, ”Influencer”, ”Creator”, or “You”) and Expo Communications, Inc. which is doing business as partnrUP ( “partnrUP” or “PUP” or “Us”) have separately agreed to, either via a document which may have been digitally signed by You or accepted via Clicking within one of partnrUP’s platforms.

1.1 Incorporation by Reference: These Standard Terms and each individual Contract, including any client specific riders, are incorporated with each other by reference and act as a single binding Agreement on both of us and any third party beneficiaries (the “Parties”), including Client’s whose products you may be creating content in support of.

1.2 Precedence: In the case of a conflict between these Standard Terms and the specific terms of any Contract, the Contract will take precedence. That said, the existence of a term in one Contract that takes precedence over any term or terms in these Standard Terms explicitly does not create a precedent for other Agreements You may enter into with us and in a case where a subsequent Contract is silent on said conflicted term or terms, these Standard Terms will control.

Section 2: Reps and Warranties: You affirm and agree to abide by the following Reps and Warranties with regard to all Contracts You sign with Us:

2.1 Authority: You have the authority and ability to bind yourself to the Agreement and to fulfill in their entirety the requirements of all Contracts.

2.2 Creator: You, inclusive of your team, will create the content yourself, and the content will not violate or infringe upon the copyright, trademark, service mark, patent, trade secret, right of publicity, or any other personal or property right of any person or entity.

2.3 Compliance with Social Media Guidelines: Influencer represents and warrants that You shall comply with all applicable laws and regulations, including without limitation the FTC’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” and / or other requirements in the jurisdictions where you reside or where the audience primarily targeted in the individual Contract reside as well as of those of the social media platforms where you are posting content, including by prominently disclosing that Influencer is being compensated by Client in all sponsored content and related materials. Influencer shall clearly and conspicuously disclose that the materials posted by Influencer are paid content by including a clear and conspicuous disclosure in every social media post and a prominent disclosure at the outset of any video. The disclosure must be above the fold and clearly visible, without the need for the consumer to expand the text or comment. Note that You are responsible for understanding the requirements in the relevant jurisdictions and staying abreast of updates or changes in relevant regulations.

2.4 Do Not Use Other People’s Music, Content or Trademarks without Permission: Influencer represents and warrants that, excluding all content, materials, or information provided by Client, (i) Influencer has all rights necessary from all person(s) or entities featured in any materials, and that (ii) the materials shall not infringe or otherwise violate the rights of any third party. Influencer shall be solely responsible for obtaining all necessary licenses, releases and permissions for any individuals and third party content, and for making all payments in connection therewith; provided, Influencer shall have no responsibility for content, materials, or information provided by Client. Influencer is not authorized to enter into any agreements as agent for partnrUP or Client.

2.5 Understand Programs Include Confidential Information: Influencer shall protect and preserve partnrUP or Client Confidential Information (the “Confidential Information”) using no less than a reasonable degree of care and shall not use the Confidential Information for any purpose other than the limited purposes of this Agreement or the Contracts. Influencer shall not disclose, distribute or disseminate the Confidential Information to any third party without the prior written consent of the partnrUP or Client. Influencer shall at all times remain responsible for any violations of this Agreement by any of its representatives. Influencer acknowledges and agrees that, as between the Influencer and the partnrUP or Client, the Confidential Information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks), are the sole and exclusive property of the partnrUP or Client. The partnrUP or Client shall retain all right and title to all proprietary rights in the Confidential Information and to any other intellectual property owned or otherwise provided by the partnrUP or Client.

2.6 Be Honest: Influencer warrants and represents that any statements Influencer makes regarding Client products or services reflect Influencer’s true and honest opinion of, and experience with, Client products and services. Influencer shall not, and shall not be required to, narrate or deliver any copy or statement that Influencer believes is factually inaccurate.

2.7 Be An Adult and Don’t Do Bad Stuff: Influencer

2.7.1 is at least 18 years of age

2.7.2 will not libel, slander or defame others in the content or include or incorporate the materials within content that is profane, pornographic, violent, overtly political or otherwise objectionable

2.7.3 will not use the partnrUP Services for any unlawful purposes or to conduct any unlawful acts, including without limitation, fraud, embezzlement, money laundering, harassment, violence, pornography, slander, or libel, or to impersonate another person.

2.8 Don’t Try to Hack Us or Violate United States Laws: Influencer shall not access the partnrUP Services through automated fashions or use the partnrUP Services if Influencer is located in a country embargoed by the U.S. or are on the U.S. Treasury Department’s list of Specially Designated Nationals.

Section 3: Other Standard Terms

3.1 Territory: This Agreement is applicable worldwide.

3.2 Grant Of Rights. Unless a different set of usage are specified in an incorporated Contract or Application, Influencer hereby grants Company and Client a limited, non-sublicensable, non-transferable (except as expressly set forth in Section 14), perpetual royalty-free right and license to use the Deliverables or Materials produced by Influencer pursuant to this Agreement and described more fully in the Contract or Application, including Influencer’s audio and/or visual performance therein and Influencer’s name, username, voice, likeness, approved biographical information and other indicia of brand identity (the “Influencer’s Brand Identity”) in the Territory. The foregoing rights include, without limitation, the rights for Company or Client to (i) use the Materials and Influencer’s Brand Identity, solely in connection with the Materials, on websites and social media pages/feeds owned or controlled by Company or Client and in emails and other electronic communications distributed by Company or Client, and (ii) share, repost and otherwise promote the Materials via paid media and social media accounts owned or controlled by Company or Client. Company or Client may include personalized tags/identifiers in connection with the promotion of Influencer’s Materials. Company or Client shall not be required to delete any social media shares/posts made by Influencer for the duration set forth in the Contract or Application ( the “Application Term”) and shall not be responsible for any sharing of the Deliverables or Materials by any unaffiliated party during or after the Application Term. Company may use the Deliverables or Materials as well as the Influencer’s Brand Identity in perpetuity worldwide for internal marketing purposes only, including at Company’s conventions and meetings and for advertising competitions, trade publications and retrospective editorial material.

3.3 Intellectual Property: Other than rights specifically outlined above, all of the involved Parties, including third party beneficiaries, will retain ownership over their respective intellectual property, including all marks and content. Nevertheless, the Parties agree that any use of marks or other intellectual property for the express purpose of fulfilling the services, realizing the opportunities or otherwise complying with the terms of this Agreement shall be allowed.

3.4 Governing Law; Dispute Resolution: This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York. Any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the Agreement to arbitrate) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”).

3.5 Privacy/Data Protection. partnrUP may collect and use Influencer’s personal data, including contact information, social media handles, shipping address, payment/tax information, and campaign-related communications and reporting, as reasonably necessary to administer the parties’ relationship, ship products, process payments, evaluate deliverables, and comply with legal obligations. Influencer acknowledges that such data may be shared with partnrUP’s clients and service providers to the extent reasonably necessary for those purposes. Influencer will keep confidential and protect any non-public personal data received from partnrUP or its clients, use it only as needed to perform this Agreement, and promptly notify partnrUP of any known unauthorized access or disclosure. Unless otherwise expressly agreed in writing, Influencer is not being engaged to process personal data on partnrUP’s behalf as a processor. If the scope of services changes and requires Influencer to process personal data on partnrUP’s documented instructions, the parties will cooperate in good faith to enter into any additional data processing terms required by applicable law. partnrUP’s handling of Influencer’s personal data shall also be subject to partnrUP’s applicable privacy notice, as updated from time to time.

3.6 Independent Contractors: The relationship of partnrUP and Influencer hereunder at all times shall be solely that of independent contractors with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a relationship of partnership, joint venture or employment between the Parties.

3.7 Entire Agreement; Severability: This Agreement and the incorporated Contracts constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, agreements and communications between them with respect to such subject matter. If any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, then such provision will instead be construed to give effect to its intent to the maximum extent possible, and the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby.

3.8 Assignment: Influencer may not transfer or assign its rights or obligations under this Agreement or this Agreement without the prior written consent of partnrUP.

3.9 LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

THE PARTRNUP SERVICES AND MATERIALS, AND/OR ANY OTHER CONTENT OR PRODUCT, ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU AGREE THAT YOUR USE OF PARTNRUP WEBSITE(S) AND PARTNRUP SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PARTNRUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PARTNRUP SERVICES AND YOUR USE THEREOF. PARTNRUP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WILL NOT BE LIABLE FOR ANY ERRORS, MISTAKES, INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF PARTNRUP SERVICES.
INFLUENCER IS RESPONSIBLE FOR ANY CONTENT ON YOUR SOCIAL MEDIA ACCOUNTS THAT CAN BE LOST OR UNRECOVERABLE THROUGH YOUR USE OF THE PARTNRUP SERVICES. INFLUENCER IS ENCOURAGED TO BACK UP YOUR POSTED MATERIALS REGULARLY AND FREQUENTLY. WE WILL NOT BE HELD ACCOUNTABLE FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, AS WELL AS ANY BUGS, VIRUSES, OR TROJAN HORSES THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, OR FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PARTNRUP PLATFORM. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. INFLUENCER SPECIFICALLY ACKNOWLEDGE THAT COMPANY IS NOT LIABLE FOR USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. PARTNRUP WILL NOT BE RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY USER MATERIALS DUE TO SECURITY BREACHES. PARTNRUP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY USING OUR BRANDS OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE DO NOT MAKE ANY REPRESENTATIONS THAT THE OUR WEBSITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE COMPANY WEBSITE OR USE THE PARTNRUP SERVICES FROM JURISDICTIONS PROHIBITING SUCH USE, DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LOCAL LAW.
PARTNRUP WLL NOT BE LIABLE FOR ANY (I) DAMAGES IN EXCESS OF THE AMOUNTS PAID TO INFLUENCER BY PARTNRUP IN CONNECTION WITH THIS AGREEMENT, OR (II) PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE PARTNRUP SERVICES

3.10 Term and Termination

This Agreement is binding once Influencer has digitally signed or clicked ”I Agree” on any Contract between Influencer and partnrUP or directly with any Client, and will remain in effect until the obligations of all of the Parties have been met, unless earlier terminated as set forth in this Section 3.9. Explicitly, Terms around maintenance of Confidential Information and Intellectual property continue indefinitely into the future. partnrUP may suspend your rights to use the partnrUP Services at any time for any use of the partnrUP Services in violation of this Agreement.
This Agreement may be terminated (i) by either party, if the other party materially breaches this Agreement and does not cure such breach within ten (10) days of written notice of such breach by the non-breaching party, or (ii) by partnrUP upon twenty (20) days advance written notice. Should Influencer terminate this Agreement, partnrUP is under no further payment obligation to Influencer for services performed after the date of termination. If partnrUP terminates this Agreement other than for Influencer’s breach, Influencer will be compensated for a pro-rata portion of the fees for completed services outlined in the Contract or based on partnrUP standards.

3.11 Waiver: The failure or delay of a party to enforce or require performance of any provision of this Agreement shall not in any manner affect that party’s right to later enforce or require performance of such provision or be construed to be a waiver thereof. A waiver by either of the parties hereto of any provision of this Agreement shall not be construed to be a waiver of any succeeding breach thereof or of any other provision contained herein.

3.12 Notice: Unless otherwise specifically provided herein, all notices may be given on or through (i) the partnrUP Services (including chat), (ii) electronic mail, (iii) telephone or (iv) mail, in each case, if to the Influencer, as found in the contact information provided in the Application, and, if to the Company, to info@partnrup.ai. Such notices shall be deemed to have been given upon expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Company Services).