Terms + Conditions

MICRODRIVE, INC. INFLUENCER TERMS AND CONDITIONS

These Influencer Terms and Conditions (these “Terms” together with the Influencer Program Engagement Form (“Engagement Form”) referencing the Terms, the “Agreement”) govern MicroDrive Inc.’s (“Company” or “MicroDrive”) receipt of Services (defined below) from the Influencer indicated in the Engagement Form referencing these Terms and executed by Company and Influencer. Specific details regarding the particular Services provided by the Influencer are specified in the Engagement Form. Unless otherwise stated in the Engagement Form, by executing the Engagement Form, the parties agree to the terms and conditions of these Terms and are hereby bound by them.

1. Definitions.

1.1. “Branded Content” means Content (including all of the goodwill connected with the use of and symbolized thereby) created by Influencer (whether solely or in collaboration with others), or provided to Company or Client by or on behalf of Influencer, in each case, in connection with the Program or otherwise pursuant to the Agreement.  

1.2. “Client” means the client(s) of the Company as mentioned in the Engagement Form.

1.3. “Company Materials” means all Content provided to Influencer by, or on behalf of, Company or Client. 

1.4. “Content” means all content, information, and materials (including, all text, images, illustrations, animations, photos, videos, audio, designs, layouts, graphics, artwork, taglines, trademarks, logos, hashtags, information, data, and any other creative assets and works of authorship).

1.5. “Influencer IP” means Content or other intellectual property or proprietary right (including Influencer’s name, voice, biography, likeness, social media handles or names, and other identifiers) owned or controlled by, or otherwise made available to Company or Client by Influencer, and used by Influencer, Company, or Client in connection with the Program.

1.6. “Intellectual Property Rights” means all intellectual property, proprietary, and publicity rights recognized in any country or jurisdiction in the world, including rights in, arising from, or related to patents (including patent applications and disclosures), copyrights, trademarks, service marks and trade names, trade secrets, know-how, and any other intellectual property and proprietary information.

1.7. “Services” means the provision of services and deliverables in connection with the Program, including as further described in the Engagement Form. 

1.8. “Third-Party Content” means Content or other intellectual property or proprietary right (including the name, voice, biography, likeness, and other identifiers) owned or controlled by a third party other than Influencer.

2. Influencer’s Service Obligations.

2.1. General Obligations. Influencer will: (1) provide the Services described in the Engagement Form for the purposes of the Program described therein; (2) provide the Services in a diligent and good and workmanlike manner, in accordance with best industry practice and acknowledges and agrees time is of the essence with respect to the performance of the Services; (3) provide access to and provide reporting metrics (including Instagram in-feed analytic screenshots) as required by Company within the timeframes set forth in the Engagement Form; (4) respond to Client and Company requests in a timely and professional manner; (5) cooperate with Company, provide the necessary information requested by Company or Client, and take the actions reasonably requested by Company or Client related to the Services and performance of Influencer under the Agreement, (6) not archive or delete any Content posted in connection with the Program for 12 months following the Program Term, unless otherwise indicated in the Engagement Form or instructed by Company; (7) if required in the Engagement Form, or at the request of the Company, activate the necessary tools in Influencer’s social media accounts, or turn off ability to collect Adsense or any other passive or active advertisement income, or any other feature of a social media platform as instructed by the Company; (8) immediately upon receiving Company’s request, remove, replace, or modify any Branded Content as instructed by the Company, even after termination of the Program Term; and (9) unless stated otherwise in the Engagement Form, no later than five days prior to any posting of Branded Content, Influencer will cooperate and take all actions reasonably necessary to permit the integration (and tracking) of the Services into Company’s internal platforms, including but not limited to CreatorIQ and Lumanu. 

2.2. Whitelisting. Influencer will: (1) take any and all actions necessary to facilitate the whitelisting of Influencer’s social media accounts where Branded Content is posted (“Whitelisting Permission“), including (a) tracking of the Services, (b) granting advertising permissions to Company that allow Company and its technology partners to access such social media accounts for the purposes of paid media amplification as part of the Program, and (c) the ability to access and use “audiences”; and (2) grant Whitelisting Permission during the Whitelisting Period set forth in the Engagement Form without any additional consideration.

2.3. Exclusivity. If the Influencer Program Agreement provides for exclusivity, Influencer will, during the Exclusivity Period set forth therein, not (whether alone, or through any third party), directly or indirectly enter into any agreement (or discussions thereof) or otherwise participate in any program or act in any influencer or talent capacity, or develop or design Content for the benefit of or in connection with any third party which is competitive with the business of Client or whose interest is inconsistent or incompatible with the interest of Client, including those competitors listed in the Engagement Form, if any. 

2.4. Products for Temporary Use. To the extent the Engagement Form specifies that Company or Client will provide any promotional products to Influencer for Influencer’s temporary use (“Product for Temporary Use”), Influencer will: (1) only use the Product for Temporary Use for the purposes of the Program, in accordance with any instructions included with the Product for Temporary Use, or as instructed by Company or Client, as applicable; (2) not damage the Product for Temporary Use and will take proper care of the same, keeping wear and tear to a minimum; and (3) immediately return the Product for Temporary Use back to Company or Client, as applicable, in accordance with the instructions of the Company. Company reserves the right to hold any payments due to Influencer until the Products for Temporary Use are returned to the Company or Client, as applicable, as confirmed by the delivery records.

2.5. Restrictions. Influencer shall not:

2.5.1. make deceptive misleading claims about Company's or Client's products or services or deceptive, misleading or fact-based claims about Company's or Client's competitors' products or services;

2.5.2. disparage Company, Client or any of Company’s current prospective or historical clients, or their brands, products, or services;

2.5.3. engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;

2.5.4. make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;

2.5.5. post Content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;

2.5.6. use ethnic slurs, personal insults, obscenity, or other offensive language; and

2.5.7. make any comments or post any Content that in any way promotes unsafe activities that could lead to an unsafe situation involving Client's consumers or other individuals.

3. Influencer’s Content Obligations.

3.1. Compliance. Influencer will comply with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC’s Guides”), any related or comparable rules or guidance, and any additional guidelines provided by Company or Client when posting or publishing Branded Content or any other Content about Client or Company or any of their products or services. Without limiting the foregoing, Influencer must only make: (1) factual and verifiable statements about Client, Company or their products or services which Influencer knows are true and which do not make or convey any express or implied representation that could be deceptive if made directly by Client; and (2) statements that reflect Influencer’s honest and truthful opinions, findings, beliefs, and/or experiences.

3.2. Disclosure. Influencer will not post or otherwise speak about or refer to Company or Client, directly or indirectly, without disclosing its relationship with Company or Client, as applicable (including whether Influencer was afforded any consideration or received any free products or services from Company or Client). Such disclosure must appear clearly and conspicuously and in close proximity to any statements Influencer makes about Client, Company, their products and services, and/or the Program regardless of the space limitations of the platform or medium. In particular, Influencer agrees that no person viewing Branded Content will be required to click on, scroll down or mouse over a link to view the disclosure, and that the disclosure will appear before the “click to read more” button and is not buried in a link or located in a string of hashtags or other disclosures. In the case of videos, Influencer must include the disclosure in the video itself and also in the caption below or above the video. Influencer and Company will mutually agree upon the specific form of any such disclosure (which may for example include the Hashtags #ad or #sponsored).

3.3. Acceptable Content. Influencer will ensure that Branded Content is in good taste and free of inappropriate language and/or content, and does not include any Content: 

3.3.1. that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous or that otherwise promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability, sexual orientation or age;

3.3.2. that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where Content is created;

3.3.3. Influencer knows is false, inaccurate, or misleading;

3.3.4. that disparages, disreputes, ridicules, insults, or offends Client, Company, its products, services, or customers, or the general community or any other person or party; 

3.3.5. not consistent with the image and values of Client or Company or that otherwise associates Client, Company or any of their products or services with any inappropriate or controversial Content that could reflect poorly upon Client or the Program; 

3.3.6. violates or infringes the Intellectual Property Rights of any third party;

3.3.7. violates the rules of the applicable social media platforms; or

3.3.8. includes any person, or personally identifiable information about anyone, other than you, unless you receive our prior written approval and ensure that the persons at issue sign a release provided by Company. 

3.4. No Other Client. Influencer will ensure that Branded Content only includes Content related to Client, and does not include any Content for which Influencer has been compensated or granted any consideration by any third party.

3.5. Influencer Delays. Time is of the essence with regard to Influencer's performance under this Agreement.  If Influencer: (1) fails to provide the Branded Content for review and approval in accordance with the timing requirements in the Engagement Form, or otherwise mutually agreed to by the parties in connection with the Engagement Form; or (2) otherwise fails to perform the Services in accordance with the timelines in the Engagement Form, in addition to any other rights and remedies that the Company or Client may have, Company may reduce the compensation owed to Influencer in connection with the applicable Services and Program for each day or instance of delay, as applicable under the circumstances, up to 10% of the total compensation owed to Influencer in connection with the applicable Services and/or Program.

3.6. Monitoring and Corrections. You acknowledge and agree that Company or Client may, but are not obligated to, monitor Branded Content for compliance with this Agreement. Company has the right to address noncompliant Branded Content by any promptly taking any reasonable action, including by: (1) requesting that Influencer correct the Branded Content; or (2) where applicable, correcting the Branded Content itself or enabling Client to correct the Branded Content. Influencer shall promptly respond to and implement any requests for correction from Company.

3.7. Influencer Actions. Influencer will not and has not, whether directly or indirectly: (1) create fake followers or engagement on social media platforms, such as (a) buying followers, (b) using bots to grow audience size by automating account creation, following, commenting, and liking, or (c) posting fake sponsored content. Influencer will ensure that, at all times, Influencer’s conduct reflects adherence to the highest professional, moral and ethical standards.  If any act or omission of Influencer is inconsistent with any of the foregoing, Company may immediately terminate this Agreement for breach.

4. Ownership of Branded Content. As between Influencer and Company, Company is the sole and exclusive owner of all Branded Content, and Influencer hereby irrevocably assigns and transfers and, to the extent any such assignment cannot be made at present, will irrevocably assign and transfer, to Company and its successors and assigns all of Influencer’s right, title and interest in and to all Branded Content, including all Intellectual Property Rights therein or arising therefrom. Influencer agrees to assist Company in the enforcement of its proprietary rights over all such Branded Content, including the prompt execution of any additional documents that may be reasonably requested by Company. If Influencer fails to cooperate with or assist, execute, acknowledge, verify or deliver any such document requested by Company, Influencer hereby irrevocably appoints Company and its authorized officers and agents as Influencer’s agent and attorney in fact to act in Influencer’s place to execute, acknowledge, verify, and/or deliver any such document (as applicable) on Influencer’s behalf. To the fullest extent allowable under any applicable law, you hereby irrevocably waive or assign to Company the benefits of any provision of law known as "droit moral," "moral rights" or any similar rights or principles of law in any country of the world which you may now or later have in the Branded Content, and agree not to institute or permit any action or lawsuit on the ground that the Branded Content or any other materials or content based upon the Branded Content constitutes an infringement of your droit moral or is in any way a defamation or mutilation of the Branded Content or any part thereof, or contains unauthorized variations, alterations, modifications, changes or translations. No Branded Content shall include any Influencer IP that is not subject to the assignments and waivers in this Section 4.  Notwithstanding the foregoing, Influencer hereby grants Company a royalty-free, perpetual, irrevocable, fully transferable and sublicensable, and worldwide license to use and exploit the Influencer IP.

5. Ownership of Company Materials. Company or Client, as applicable, is the sole and exclusive owner of all right, title, and interest in and to all Company Materials, including all Intellectual Property Rights therein or arising therefrom. Company or Client, as applicable, grants Influencer a limited, revocable, non-transferable, non-sublicensable right and license to use such Company Materials solely in connection with the Services as approved in writing by Company or Client. All use of Company’s or Client’s trademarks, service marks or other indicia of origin inure exclusively to the benefit of Company or Client, as applicable.

6. Third-Party Content. If Influencer includes Third-Party Content in the Branded Content, Influencer will (1) notify Company of the use of such Third-Party Content in the Branded Content; and (2) provide written, signed releases or procure the necessary licenses from the rightful owner of the Third-Party Content at the time of submission of the Branded Content in order to ensure that Company or Client can use and exploit the Third-Party Content for any purpose in any medium now known or later developed. If Influencer is unsure about instances whether the Branded Content includes Third-Party Content, Influencer will check with Company.

7. Management of Branded Content. Influencer must receive Company’s written approval before posting or otherwise publishing any Branded Content. Upon request from Company, Influencer must immediately remove any program-related Content from all Influencer’s channels and cease all further use. Influencer must revise all unapproved Branded Content at no additional cost and resubmitted to Company within five calendar days. If the Branded Content is not approved after resubmission, Company may terminate the Engagement Form without further obligation to Influencer and is entitled to a refund of any Fees (as defined below) paid for such Branded Content and any Fees paid in advance for Services not provided.

8. Term and Termination.

8.1. Term. The Agreement commences on the Effective Date and continues for the Program Term unless earlier terminated. Company may terminate the Agreement at any time upon 14 days’ notice to the Influencer. 

8.2. Termination. In addition to Company’s remedies, Company may immediately terminate the Agreement if: (1) Influencer breaches Sections 2.1, 2.4, 2.5, 3, 12, 14 or 15 of these Terms; (2) Company faces any claim or allegation from any brand, media platform, law enforcement agency, or other entity or individual that the Branded Content contains false or misleading claims or infringes, misappropriates, or otherwise violates the Intellectual Property Rights of any person; (3) Influencer commits, is alleged to have committed, or information comes out that Influencer has committed in the past, (i) any criminal act or other act involving moral turpitude, or felonious activities, or (ii) any act or becomes involved in any situation or occurrence which brings influencer into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Client or reduces the commercial value of Company’s or Client’s association with Influencer; (4) Influencer fails to receive Company’s written approval prior to publishing any Branded Content or fails to remove Branded Content from Channels following Company’s written request; or (5) if Influencer does not respond to Customer’s or Client’s requests within 72 hours. If Influencer terminates the Agreement for convenience, or Company terminates this Agreement due to Influencer’s breach, Influencer will promptly refund any Fees paid by Company as of the termination date.

8.3. Additional Remedies of the Company. If Influencer materially breaches this Agreement, in addition to the termination rights hereunder, the Company shall be entitled to recover all costs (including attorney’s fees) in the enforcement of the Company’s rights hereunder and, if Influencer shall have been paid in advance pursuant to the terms of this Agreement, the Company shall be entitled to a refund of any monies advanced to Influencer under this Agreement.  

8.4. Survival. Sections 1, 2.1(3, 5, 6, 7, 9), 2.3, 2.4, 2.5, 3.3, 4–6, 9.2-9.4, 12, and 14–18 of these Terms will survive expiration or termination of the Engagement Form.

9. Payment Terms.

9.1. Subject in each case to the timely receipt of an accurate invoice from Influencer and full performance by the Influencer of all the Services, Company will pay Influencer the amounts set forth in the Engagement Form (“Fees”) as further described therein and herein. Fees will not be paid based on a pay-or-play basis. Neither Company nor Client will be liable to Influencer for any travel or other expenses or any other costs including without limitation, agent fees, commissions, residuals, benefits, taxes, etc. without Company’s prior written approval. The invoice must be submitted through the process established by Company and provided to Influencer. 

9.2. Influencer acknowledges and agrees that time is of the essence in the performance of the Engagement Form and that all Fees are based on completion of all Services on or prior to the applicable Due Date set forth in the Engagement Form. Influencer agrees that due to the nature of Branded Content and the Services, late delivery of any Branded Content would materially reduce such Content’s value to Company and Client. Accordingly, if Influencer fails to meet the Due Dates provided in the Engagement Form, without limiting any remedy available to Company, the Fees due will reduce by a number equal to 10% of the original Fee each day following the applicable Due Date until the Services are provided. 

9.3. Company may set-off any payments due to Influencer against amounts owed to Company or Client. Except as otherwise determined in the Engagement Form, the Fees represent full and complete payment for the Services and rights granted by Influencer pursuant to these Terms and the Engagement Form. Under no circumstance shall Company be liable to Influencer for payment of any Fees unless Company has been provided with payment from Client and all Engagement Form obligations (including with respect to metrics and reporting) are completed in a timely manner to Company’s satisfaction. 

9.4. Any failure by Influencer to provide accurate payment information, or to timely submit an invoice, or update any changes to Influencer payment information may result in delays in payment of 30 days or more. In addition, if Company makes a payment to an incorrect account due to Influencer's failure to provide accurate Influencer payment information, and the Company is unable to recover the amount of such incorrect payment, Company shall be deemed to have made such payment in full to Influencer, and Company shall have no further obligation to Influencer with regard to such payment. Further, any failure by Influencer to claim or request payment on or before 180 days from the date Influencer fulfills all of its obligations as set forth in the Engagement Form, whether as a result of Influencer's failure to maintain and/or update his or her Influencer payment information or any other reason, shall result in Influencer forfeiting any and all right, title and interest to any payment due under the Engagement Form with regard to the applicable Program. Influencer may update its payment information by reaching out to Company in writing (email to Company representative is sufficient, to the extent confirmed by Company).

10. Taxes. The Fees payable to Influencer are inclusive of taxes, and Influencer is solely responsible for, any and all tax obligations due to all taxing authorities arising from or in connection with the Fees. Influencer understands and agrees that Company may withhold any applicable Taxes from any payments due to Influencer. Influencer is not entitled to any benefits paid or made available by Company or Client to its employees. 

11. Representations and Warranties. Influencer represents and warrants that: (1) Influencer has the right and authority to enter into the Agreement (and if a lender is loaning the services of Influencer, then such lender has the right), and does not and will not have any conflicts that prevent the Influencer from performing the Services; (2) without limiting Section 3 of these Terms, Influencer will provide the Services in compliance with all applicable laws, regulations and guidelines including, without limitation, the FTC’s Guides and including by making any required disclosures in accordance with the FTC’s Guides; (3) Influencer will comply with the terms of this Agreement; (4) without limiting Section 3 of these Terms, the Branded Content provided by Influencer will be original, will not violate any Intellectual Property Rights or other rights of a third party, and will not be libelous or defamatory to third parties or brands; and (5) without limiting the foregoing, Company’s or Client’s use of the Influencer IP and Branded Content does not and will not infringe or violate third-party rights or require any additional licenses, permissions or clearances from a third party.

12. Indemnification by Influencer. Influencer will, at Company’s option, defend Company from all third-party (including Client) allegations, claims and actions arising out of or relating to (1) any allegation that if proven true would constitute a breach of Influencer’s representations, warranties, or obligations in these Terms or the Engagement Form; (2) any negligent, reckless, or intentional wrongful act or omission of Influencer or its employees, contractors, or agents; and (3) any employment claims made by Influencer or any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Influencer pursuant to the Agreement (collectively, “Influencer Indemnifiable Claim”). Influencer will indemnify any losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising out of or related to Influencer Indemnifiable Claim and all amounts that Company agrees to pay to any third party to settle any Influencer Indemnifiable Claim. Influencer will not enter into any settlement that involves an admission of guilt or liability of Company without Company’s prior written consent. Company may participate in the defense of an Influencer Indemnifiable Claim at its own expense and with counsel of its own choosing.

13. Indemnification by Company. Company will defend Influencer from all third-party allegations, claims and actions arising out of or relating to an allegation that Influencer’s use of unmodified Company Materials in accordance with these Terms, the Engagement Form, and Company’s instructions, infringe any third-party Intellectual Property Rights (collectively, “Company Indemnifiable Claim”). Company will indemnify any losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising out of or related to Company Indemnifiable Claim and all amounts that Influencer agrees to pay to any third party to settle any Company Indemnifiable Claim. Influencer will: (1) give Company prompt written notice of the Company Indemnifiable Claim; (2) grant Company full and complete control over the defense and settlement of the Company Indemnifiable Claim; (3) provide assistance in connection with the defense and settlement of the Company Indemnifiable Claim as Company may reasonably request; and (4) comply with any settlement or court order made in connection with the Company Indemnifiable Claim. Notwithstanding the previous sentence, Company will not enter into any settlement that involves an admission of guilt or liability of Influencer without Influencer’s prior written consent. Influencer may participate in the defense of a Company Indemnifiable Claim at its own expense and with counsel of its own choosing.

14. Limited Liability; Disclaimer. To the extent permitted by applicable law, under no circumstances, will (1) Company be liable to Influencer for consequential, incidental, punitive, or exemplary damages arising out of or related to the subject matter contemplated under the Agreement, including lost profits or loss of business; or (2) Company’s total liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of Fees paid by Company to Influencer under this Agreement. The foregoing limitations do not apply to claims of bodily injury, death, gross negligence, or intentional misconduct (including fraud). Except as explicitly set forth in these Terms or the Engagement Form, Company Materials are provided “as-is” without any representations or warranties of any kind, and Company hereby expressly disclaims all implied warranties.

15. Confidentiality. All information disclosed by Company or Client to Influencer (including the terms of the Engagement Form and related financial terms) that should reasonably be understood as confidential or proprietary based on the circumstances of disclosure or the nature of the information itself is “Confidential Information.” Influencer: (1) will not disclose Confidential Information to any third party other than to those who: (a) have a need to know such Confidential Information to accomplish the purpose of the Engagement Form on Influencer’s behalf, and (b) are bound by a written agreement with Influencer that is at least as protective of the Confidential Information as the Agreement; (2) will not use Confidential Information for any purpose other than performing its obligations under the Engagement Form; and (3) must use reasonable efforts to protect Confidential Information from unauthorized use or disclosure. Notwithstanding the foregoing, Company may refer to Influencer by name in its “roster” or other public or internal list of influencers, and in promotional materials including without limitation, case studies, award shows and press releases. Influencer’s obligations in this Section 14 will continue to be in effect for a period of 5 years after the expiration or termination of the Engagement Form.

16. Unions. Influencer is not a member or signatory to any union, guild, or collective bargaining agreement (a “Union Agreement”) and the Services hereunder will not be subject to any Union Agreement. Influencer will immediately notify Company if Influencer is, or during the Program Term becomes a member or signatory to any union, guild, or collective bargaining agreement.

17. Arbitration and Injunctive Relief. Any claim, dispute, or controversy between the parties arising out of or relating to this Agreement which cannot be satisfactorily settled by the parties will be finally and exclusively settled by binding arbitration (“Arbitration”) upon the written request of either party. The Arbitration will be administered under the American Arbitration Association’s Commercial Dispute Resolution Procedures in force when the notice of arbitration is submitted (the “Rules”). The Arbitration will be conducted by one arbitrator selected in accordance with the Rules. The seat of the Arbitration will be in New York County, New York, and the Arbitration will be conducted in accordance with the laws of the State of New York where applicable and permitted under the Rules. The Arbitration will be conducted in English. The parties to such arbitration will each bear their own costs and expenses related thereto. The Arbitration award will be final and binding upon the parties, and judgment upon such award may be entered in any court having jurisdiction. The Arbitration proceedings and any award will be Company’s Confidential Information. The arbitrator’s award may include compensatory damages against either party, but the arbitrator will not be authorized to and will not award punitive damages against either party. A breach of the Engagement Form by the Influencer may cause Company or Client irreparable harm which would be impossible to calculate or to remedy via monetary damages and therefore in the event of any such breach, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of Company to: (A) seek injunctive or other equitable relief in a court of law without having to post a bond; or (B) to file suit in a court of law to address an intellectual property infringement claim. If Company breaches these Terms or the Engagement Form, Influencer’s sole remedy will be to terminate the Engagement Form and/or seek monetary damages and in no event will Influencer have the right to seek to restrain or enjoin Company or Client from running any Program. 

18. General Terms. Influencer is Company’s independent contractor. The Engagement Form does not create any employment, agency, partnership, or joint venture relationship between the parties. Influencer has no authority (and will not hold itself out as having authority) to bind Company or Client and will not make any agreements or representations on Company’s or Client’s behalf without Company’s prior written consent. Company is not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. Influencer is solely responsible for all such taxes and contributions, including penalties and interest. This Agreement is personal to you. Influencer will not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Company may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. If any provision (or portion of a provision) of these Terms or the Engagement Form is invalid, illegal, or unenforceable, the rest of will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms or the Engagement Form. These Terms together with the Engagement Form constitute the entire agreement and supersedes any prior agreement of the parties relating to its subject matter. This Agreement may not be modified except by a written agreement that is approved by an authorized representative of Company.

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