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This Mueshi Influencer Agreement (“Agreement”) is entered into by and between Mueshi Incorporated, a Delaware corporation with headquarters located at 1501 Biscayne Blvd, Suite 501, Miami, FL 33132 (“Mueshi”), and the following parties as applicable: Influencers, Business Owners, Nonprofit Organizations, or Individuals(collectively, the “Parties”). This Agreement governs the creation, use, and promotion of content by influencers and outlines the rights and responsibilities of all Parties involved in fundraising campaigns hosted on Mueshi’s platform.
1.1 Mueshi’s Services: Mueshi connects influencers with nonprofits and business owners for the purpose of promoting fundraising campaigns through the creation and distribution of promotional content. Influencers are responsible for creating and sharing content that highlights the nonprofit's cause and/or the products being sold through the nonprofit’s fundraising page. Mueshi reserves the right to assign any Influencer to any nonprofit or business partner on its platform.
1.2 Communication and Platform Use: All Parties (Influencers, Business Owners, Nonprofits, Individuals) will use Mueshi’s platform to access partnership details, timelines, and guidelines for promoting campaigns. Mueshi may also provide communication, updates, and instructions directly via email or other appropriate communication channels. All Parties agree to promptly review and respond to any communications received from Mueshi through these channels.
2.1 Partnership Compensation (Influencers): For all partnerships, Influencers will be compensated by Mueshi, either with a percentage of the funds raised for the nonprofit or a fixed dollar amount, as determined by Mueshi. The specific compensation structure (percentage or fixed amount) and rate will be communicated to the Influencer before each campaign. Mueshi reserves the right to modify the terms of compensation, including the rate or payment structure, at any time, with reasonable notice to the Influencer.
2.2 Payment Terms: All payments will be made at the end of each month, following the completion of the campaign and the receipt of funds raised for the nonprofit. Mueshi will have up to 10 business days from the end of each month to process and send the Influencer their payment. Payment terms and timing may be modified at Mueshi's discretion, with reasonable notice to the Influencer.3.1 Content Guidelines: Influencers are responsible for creating and posting content that promotes the nonprofit’s cause and/or the products sold through the fundraising page. Mueshi will provide recommended posting schedules and times, and Influencers agree to follow these recommendations.
3.3 Content Liability: Mueshi does not have an obligation to review, approve, or supervise the content created by the Influencer or submitted by Individuals. However, Mueshi reserves the right to review any content created or submitted for compliance with the campaign’s objectives, guidelines, or applicable laws. Even if Mueshi reviews the content, Mueshi is not liable for the accuracy, appropriateness, legality, or success of the content. Influencers and Individuals remain solely responsible for ensuring that all content complies with applicable laws, including FTC guidelines for sponsored content.
4.1 Fundraiser Success: Mueshi is not liable for the success or failure of any nonprofit fundraising campaign. Influencers, Business Owners, Nonprofits, and Individuals acknowledge that they are responsible for fulfilling their respective obligations, but Mueshi cannot guarantee the outcomes of the campaign.
4.2 Indemnification: All Parties agree to indemnify, defend, and hold harmless Mueshi, its officers, directors, employees, and agents from any claims, damages, liabilities, or losses arising out of the content created, shared, or promoted by any Party during the campaign, including any violations of intellectual property rights or applicable laws.
5.1 Ownership of Trademarks and Logos: Mueshi retains full ownership of its trademarks, logos, and any materials provided for use by Influencers, Business Owners, Nonprofits, or Individuals during the campaign. The Parties agree not to use Mueshi’s or the nonprofit’s trademarks in any way outside the scope of this Agreement.
5.2 Third-Party Offerings: Mueshi may make third-party tools or software available to any Party for use in campaigns. Any use of such third-party tools is subject to the terms and conditions of the third-party providers, and Mueshi is not liable for any issues arising from their use.
6.1 Termination by Either Party: Any Party may terminate this Agreement with written notice if another Party breaches any of the terms outlined in this Agreement, including failure to fulfill content obligations, make payments, or comply with campaign requirements.
6.2 Effect of Termination: Upon termination, each Party will be compensated for work completed up to the date of termination, and any licenses granted to Mueshi for the use of content will remain in effect.
This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any disputes arising under this Agreement will be resolved in the state or federal courts located in Miami-Dade County, Florida.
Mueshi shall not be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to natural disasters, acts of war, internet outages, or platform malfunctions.
All Parties agree to keep confidential any proprietary information provided by Mueshi, including campaign details, nonprofit information, business information, and compensation rates, except as necessary to perform their obligations under this Agreement.
During the term of this Agreement and for a period of 18 months thereafter, Influencers, Business Owners, and Individuals agree not to solicit or engage in direct business with any nonprofit partner they were introduced to through Mueshi, except through Mueshi's platform.
Any disputes arising from this Agreement will be resolved through binding arbitration under the rules of the American Arbitration Association, to be conducted in Miami, Florida. All Parties waive the right to a jury trial or participation in a class action lawsuit.
12.1 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes any prior agreements or communications. Any modifications to this Agreement must be made in writing and signed by all Parties involved.
12.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
