SocialIQ.com — CREATOR PROGRAM STANDARD TERMS
These SocialIQ.com Creator Program Standard Terms (the “Standard Terms”) govern the relationship between SocialIQ.com (“Company,” “we,” or “us”) and any creator or entity (“Creator,” “you”) that executes a Master Creator Agreement (Commercial Schedule) (the “Schedule”) incorporating these Standard Terms. By clicking “I Agree,” executing the Schedule, or accessing the services, you accept these Standard Terms as of the date of such acceptance (the “Effective Date”). The Schedule and these Standard Terms collectively form the “Agreement.”
1. Program Overview & Definitions
1.1 Program. Company provides audience growth, paid traffic acquisition, and campaign optimization services designed to drive incremental revenue for Creator.
1.2 Defined Terms. Capitalized terms not defined here have the meaning given in the Schedule. “Ad Spend” means paid media expenditures advanced by Company for Creator’s campaigns. “Incremental Revenue” means commissions, bonuses, bounties, or other consideration attributable to traffic tracked through Company‑issued IDs, links, or tags, net of returns, cancellations, and chargebacks. “Shared Profit” means Incremental Revenue remaining after full recoupment of Ad Spend.
2. Licenses & Use of Materials
2.1 Company to Creator. Subject to the Agreement, Company grants Creator a revocable, non‑exclusive, non‑transferable right to access and use the Company tools and services identified in the Schedule during the Term, solely for the collaboration.
2.2 Creator to Company. Creator grants Company a revocable, non‑exclusive, royalty‑free license to use, reproduce, adapt, display, and distribute Creator’s name, likeness, and content as reasonably necessary to operate the services and to showcase the collaboration (including in case studies and marketing materials).
3. Services & Obligations
3.1 Creator Responsibilities. Creator will (a) furnish all links, platform permissions, and data access reasonably requested by Company; (b) comply with applicable laws, platform policies, and Federal Trade Commission endorsement and disclosure guidelines; (c) promptly notify Company of material changes in program terms with affiliate networks or merchant partners relevant to the collaboration.
3.2 Company Responsibilities. Company will (a) deploy Ad Spend and optimization services in a commercially reasonable manner; (b) provide monthly reporting via dashboard, portal, or emailed statements aggregating all traffic channels; and (c) use reasonable efforts to obtain competitive media costs and performance.
3.3 Reporting Authority. Company’s reconciliations and statements will constitute the operative record for purposes of Ad Spend recovery and Shared Profit calculations, absent manifest error.
4. Term; Termination; Survival
4.1 Term. The Agreement commences on the Effective Date. The Schedule’s Initial Term is three (3) months, followed by automatic one‑year renewal terms unless terminated earlier.
4.2 Termination for Convenience. Either party may terminate for any reason upon thirty (30) days’ prior written notice.
4.3 Immediate Termination. Company may terminate immediately for material breach, unlawful conduct, or activity reasonably likely to cause civil, criminal, or reputational harm.
4.4 Survival. Any provision intended by its nature to survive (including payment obligations, confidentiality, ownership, non‑circumvention, non‑solicitation, indemnities, limitations of liability, and dispute resolution) will survive termination.
5. Compliance & Standards
Creator warrants ongoing compliance with applicable laws and platform rules, including truthful, non‑misleading advertising and FTC‑compliant disclosures in all posts and content.
6. Confidentiality
6.1 Confidential Information. All non‑public information disclosed by either party, including the Agreement’s terms, performance data, pricing, algorithms, and technical information, is Confidential Information.
6.2 Protection. Each party will use at least reasonable care to protect the other’s Confidential Information and will use it only to fulfill the Agreement. Trade secrets and proprietary algorithms are protected indefinitely.
7. Indemnification
Each party (the “Indemnifying Party”) will defend, indemnify, and hold harmless the other party and its affiliates from third‑party claims to the extent arising out of (a) the Indemnifying Party’s material breach of the Agreement; (b) gross negligence or willful misconduct; or (c) materials supplied by the Indemnifying Party that infringe another’s intellectual property rights.
8. Limitation of Liability
Except for indemnification obligations, confidentiality breaches, or intentional misconduct, neither party is liable for indirect, incidental, special, exemplary, or consequential damages. The aggregate liability of either party is capped at the amounts paid by Creator to Company during the three (3) months immediately preceding the event giving rise to the claim. Services are provided “as is” and “as available.”
9. Non‑Circumvention; Non‑Compete; Non‑Disparagement
9.1 Non‑Circumvention. During the Term, Creator will not circumvent Company to access Company‑sourced media buying partners or proprietary traffic sources introduced by Company for the purpose of avoiding fees.
9.2 Non‑Compete. During the Term and six (6) months thereafter, Creator will not enter into partnerships with direct competitors of Company without prior written consent.
9.3 Non‑Disparagement. During and after the Term, neither party will knowingly make statements reasonably expected to harm the other’s reputation.
10. Dispute Resolution
Disputes not resolved through good‑faith discussion will be submitted to binding arbitration administered by the American Arbitration Association in Sussex County, Delaware. The prevailing party may recover reasonable attorneys’ fees and costs.
11. Miscellaneous
11.1 Governing Law & Venue. These Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of California, USA, without regard to any portion of any choice of law principles (whether those of California USA, or any other jurisdiction). All claims or disputes arising in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the state or Federal courts located in Los Angeles County, California USA.
11.2 Notices. Email is sufficient notice if sent to legal@socialiq.com for Company and to the Creator’s designated notice email set out in the Schedule.
11.3 Assignment. Company may assign this Agreement (including to an affiliate or successor) without consent. Creator may not assign without Company’s prior written consent.
11.4 Independent Contractors. The parties are independent contracting parties and nothing herein shall be deemed to make either party the agent or legal representative of the other or shall give either party the authority to act for, or to bind, the other party in any respect. In no event shall one party’s employees be deemed to be employees of the other.
11.5 Entire Agreement. The Agreement (the Schedule plus these Standard Terms and any incorporated addenda) constitutes the entire agreement and supersedes prior or contemporaneous understandings.
11.6 Severability. If a provision is held unenforceable, the remaining provisions remain in full force.
11.7 Amendments. Company may update these Standard Terms prospectively by posting a revised version at the URL referenced in the Schedule; material changes will apply on the next renewal term unless otherwise agreed.
11.8 Waiver. Failure by either party, at any time, to enforce any obligation or breach by the other, shall not constitute a waiver of the particular breach or any subsequent breach or of either party’s rights or remedies hereunder.