This Agreement ("Agreement") is made effective as of [Date], by and between Upsellen LLC, located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 ("Upsellen, us, we, our"), and [Member Name] (Member), located at [Member Address].

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party.

Free Membership Services: Upsellen Elevated Synergy Marketplace: Upsellen operates a marketplace with unique products, live and on-demand content blending entertainment, education and impactful causes. The Upsellen marketplace offers a free monthly membership that will offer exclusive content, significant discounts, and access to special perks. Every marketplace purchase directly supports worthy causes.

Products and Services: Upsellen offers membership services ("Services") that allow members to access and use various features, products, and content provided by Upsellen. These include free channels, VOD live streaming content, products, and services that are suitable for all ages and do not contain explicit or inappropriate content. This includes items that are suitable for children, teenagers, and adults alike, and are in line with commonly accepted standards of decency and appropriateness. Family-friendly products and services should not contain any explicit or gratuitous violence, nudity, sexual content, or profanity. Additionally, we do not allow any promotion or endorsement of any illegal activities or substances.

Use of Services: a. Authorized Use: Members agree to use the Services only for authorized purposes and in compliance with these Terms. b. Prohibited Activities: Members shall not engage in illegal, fraudulent, or unauthorized activities while using the Services.

Marketing Tools: Members are provided access to unique tools to create posts and push content to social media sites and earn potential commissions through affiliate marketing.

Influencer Program Terms and Conditions: Join the Upsellen influencer program to maximize your benefits as a valued member. Leverage your social media presence to earn commissions by promoting our marketplace products. Choose your commission percentage for greater earnings and impact on charitable initiatives. Benefits include supplemental income, expanded brand reach, and contributing to meaningful causes. Join us in creating positive change while enhancing your membership experience.

Indemnification: Member agrees to indemnify, defend, and hold harmless Upsellen, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement, negligent acts or omissions, or violation of any applicable laws or regulations by Member.

The obligations of indemnification under this section shall survive the termination or expiration of this Agreement.

Liability: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages. In no event shall the total liability of either party arising out of or in connection with this Agreement exceed the total amount paid or payable by Member to Upsellen under this Agreement.

Confidentiality: Each party acknowledges that, in connection with the performance of this Agreement, it may have access to or be exposed to information that is confidential or proprietary to the other party ('Confidential Information'). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as 'confidential' or which would reasonably be considered confidential given the circumstances of disclosure. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [insert duration] years. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information of the other party in its possession, custody, or control. The parties agree that any breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

General Provisions: Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Utah. The Member may not assign this Agreement without the express written consent of Upsellen. It is non-transferrable. Any actions related to the transferring of this Agreement to another person or entity shall result in immediate termination of the Agreement. Neither party will be liable for failure to perform its obligations thereunder due to causes beyond its control, including acts of God, laws or requirements of any government, national emergencies or labor difficulties.

Compliance with Legal Requirements and Industry Standards:

Data Privacy: Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Each party agrees to handle personal data in accordance with their respective privacy policies and to obtain any necessary consents for the collection, use, and processing of personal information.

Intellectual Property Rights: Each party acknowledges and agrees that all intellectual property rights, including copyrights, trademarks, patents, and trade secrets, in any materials, content, or intellectual property created, provided, or shared under these agreements shall remain with the respective owner. Any use, reproduction, or modification of intellectual property belonging to the other party shall require prior written consent.

Dispute Resolution Mechanisms: In the event of any dispute arising out of or relating to these agreements, the parties shall first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved amicably, either party may initiate mediation proceedings administered by a mutually agreed-upon mediator. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in [City, State], and the arbitrator's decision shall be final and binding upon both parties.

Termination: Termination by Member: Member may terminate this Agreement at any time by providing written notice to Upsellen. Termination shall be effective 30 days after receipt of the written notice. Termination by Upsellen: Upsellen reserves the right to suspend or terminate this Agreement immediately upon written notice to the Member for any of the following reasons: i. Material Breach: If the Member materially breaches any provision of this Agreement and fails to cure such breach within [insert cure period] days after receiving written notice specifying the breach. ii.Legal Requirement: If Upsellen determines, in its sole discretion, that continued performance under this Agreement would violate any applicable law, regulation, or court order. iii. Insolvency or Bankruptcy: If the Member becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. iv. Misconduct: If the Member engages in conduct that is unethical, fraudulent, or harmful to Upsellen's reputation. v. Change in Business Circumstances: If Upsellen determines, in its sole discretion, that it is no longer commercially viable or feasible to continue the membership agreement.

C. Warning and Petition Process:

Prior to termination, Upsellen will provide the Member with one written warning, detailing the nature of the violation and providing a reasonable time frame for rectification, typically [insert warning period] days. The Member will have the opportunity to respond to the warning and rectify the issue within the specified time frame.

If the Member disputes the warning or fails to rectify the issue within the allotted time frame, they may petition for reinstatement within 5 days of receiving the warning. The Member must provide a written explanation and any relevant evidence supporting their case.

Immediate Termination for Unresolved Challenges: If the challenge persists or remains unresolved after the petition process, Upsellen reserves the right to terminate the Agreement immediately and permanently. The termination shall be effective upon written notice to the Member.

Upon termination of this Agreement: All rights and licenses granted to the Member under this Agreement shall immediately cease. The Member shall immediately cease all use of Upsellen's services and return any materials, documents, or confidential information belonging to Upsellen. Any outstanding fees or obligations owed by the Member to Upsellen shall become immediately due and payable. The provisions of this Agreement that, by their nature, should survive termination (including, but not limited to, confidentiality, indemnification, and dispute resolution provisions) shall continue to remain in full force and effect."

Survival of Provisions: Upon termination of this Agreement, any provisions that, by their nature, should survive termination shall continue to remain in full force and effect. These provisions include, but are not limited to, confidentiality obligations, indemnification obligations, and any other provisions necessary to enforce the parties' rights and obligations accrued prior to termination.

Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be deemed modified to the extent necessary to make it enforceable to the maximum extent permitted by law. If such modification is not possible, the invalid or unenforceable provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

Acceptance: By signing below, the parties acknowledge that they have read and understood the terms of this Agreement and agree to be bound by its provisions.Upsellen Free Membership Agreement and Terms of Use

This Agreement ("Agreement") is made effective as of [Date], by and between Upsellen LLC, located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 ("Upsellen, us, we, our"), and [Member Name] (“Member”), located at [Member Address].

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party.

Free Membership Services: Upsellen Elevated Synergy Marketplace: Upsellen operates a marketplace with unique products, live and on-demand content blending entertainment, education and impactful causes. The Upsellen marketplace offers a free monthly membership that will offer exclusive content, significant discounts, and access to special perks. Every marketplace purchase directly supports worthy causes.

Products and Services: Upsellen offers membership services ("Services") that allow members to access and use various features, products, and content provided by Upsellen. These include free channels, VOD live streaming content, products, and services that are suitable for all ages and do not contain explicit or inappropriate content. This includes items that are suitable for children, teenagers, and adults alike, and are in line with commonly accepted standards of decency and appropriateness. Family-friendly products and services should not contain any explicit or gratuitous violence, nudity, sexual content, or profanity. Additionally, we do not allow any promotion or endorsement of any illegal activities or substances.

Use of Services: a. Authorized Use: Members agree to use the Services only for authorized purposes and in compliance with these Terms. b. Prohibited Activities: Members shall not engage in illegal, fraudulent, or unauthorized activities while using the Services.

Marketing Tools: Members are provided access to unique tools to create posts and push content to social media sites and earn potential commissions through affiliate marketing.

Influencer Program Terms and Conditions: Join the Upsellen influencer program to maximize your benefits as a valued member. Leverage your social media presence to earn commissions by promoting our marketplace products. Choose your commission percentage for greater earnings and impact on charitable initiatives. Benefits include supplemental income, expanded brand reach, and contributing to meaningful causes. Join us in creating positive change while enhancing your membership experience.

Indemnification: Member agrees to indemnify, defend, and hold harmless Upsellen, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement, negligent acts or omissions, or violation of any applicable laws or regulations by Member.

The obligations of indemnification under this section shall survive the termination or expiration of this Agreement.

Liability: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages. In no event shall the total liability of either party arising out of or in connection with this Agreement exceed the total amount paid or payable by Member to Upsellen under this Agreement.

Confidentiality: Each party acknowledges that, in connection with the performance of this Agreement, it may have access to or be exposed to information that is confidential or proprietary to the other party ('Confidential Information'). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as 'confidential' or which would reasonably be considered confidential given the circumstances of disclosure. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [insert duration] years. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information of the other party in its possession, custody, or control. The parties agree that any breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

General Provisions: Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Utah. The Member may not assign this Agreement without the express written consent of Upsellen. It is non-transferrable. Any actions related to the transferring of this Agreement to another person or entity shall result in immediate termination of the Agreement. Neither party will be liable for failure to perform its obligations thereunder due to causes beyond its control, including acts of God, laws or requirements of any government, national emergencies or labor difficulties.

Compliance with Legal Requirements and Industry Standards:

Data Privacy: Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Each party agrees to handle personal data in accordance with their respective privacy policies and to obtain any necessary consents for the collection, use, and processing of personal information.

Intellectual Property Rights: Each party acknowledges and agrees that all intellectual property rights, including copyrights, trademarks, patents, and trade secrets, in any materials, content, or intellectual property created, provided, or shared under these agreements shall remain with the respective owner. Any use, reproduction, or modification of intellectual property belonging to the other party shall require prior written consent.

Dispute Resolution Mechanisms: In the event of any dispute arising out of or relating to these agreements, the parties shall first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved amicably, either party may initiate mediation proceedings administered by a mutually agreed-upon mediator. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in [City, State], and the arbitrator's decision shall be final and binding upon both parties.

Termination: Termination by Member: Member may terminate this Agreement at any time by providing written notice to Upsellen. Termination shall be effective 30 days after receipt of the written notice. Termination by Upsellen: Upsellen reserves the right to suspend or terminate this Agreement immediately upon written notice to the Member for any of the following reasons: i. Material Breach: If the Member materially breaches any provision of this Agreement and fails to cure such breach within [insert cure period] days after receiving written notice specifying the breach. ii.Legal Requirement: If Upsellen determines, in its sole discretion, that continued performance under this Agreement would violate any applicable law, regulation, or court order. iii. Insolvency or Bankruptcy: If the Member becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. iv. Misconduct: If the Member engages in conduct that is unethical, fraudulent, or harmful to Upsellen's reputation. v. Change in Business Circumstances: If Upsellen determines, in its sole discretion, that it is no longer commercially viable or feasible to continue the membership agreement.

C. Warning and Petition Process:

Prior to termination, Upsellen will provide the Member with one written warning, detailing the nature of the violation and providing a reasonable time frame for rectification, typically [insert warning period] days. The Member will have the opportunity to respond to the warning and rectify the issue within the specified time frame.

If the Member disputes the warning or fails to rectify the issue within the allotted time frame, they may petition for reinstatement within 5 days of receiving the warning. The Member must provide a written explanation and any relevant evidence supporting their case.

Immediate Termination for Unresolved Challenges: If the challenge persists or remains unresolved after the petition process, Upsellen reserves the right to terminate the Agreement immediately and permanently. The termination shall be effective upon written notice to the Member.

Upon termination of this Agreement: All rights and licenses granted to the Member under this Agreement shall immediately cease. The Member shall immediately cease all use of Upsellen's services and return any materials, documents, or confidential information belonging to Upsellen. Any outstanding fees or obligations owed by the Member to Upsellen shall become immediately due and payable. The provisions of this Agreement that, by their nature, should survive termination (including, but not limited to, confidentiality, indemnification, and dispute resolution provisions) shall continue to remain in full force and effect."

Survival of Provisions: Upon termination of this Agreement, any provisions that, by their nature, should survive termination shall continue to remain in full force and effect. These provisions include, but are not limited to, confidentiality obligations, indemnification obligations, and any other provisions necessary to enforce the parties' rights and obligations accrued prior to termination.

Severability: If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be deemed modified to the extent necessary to make it enforceable to the maximum extent permitted by law. If such modification is not possible, the invalid or unenforceable provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

Acceptance: By signing below, the parties acknowledge that they have read and understood the terms of this Agreement and agree to be bound by its provisions.

This Influencer Addendum ("Addendum") is made effective as of this day, by and between Upsellen LLC, located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 ("Upsellen"), and Influencer, located at ("Influencer").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party.

Status of Independent Influencer: It is agreed and understood that the Influencer is an independent contractor and is not an employee, nor legal representative of Upsellen or any of its other Influencers or carriers. All the expenses and/or indebtedness Influencer shall incur are solely the Influencers responsibility. Upsellen and Influencer acknowledge and agree that their relationship arising from this agreement does not constitute a joint venture partnership or any other business arrangement or structure not expressly agreed.

Influencer Channels: Content Channels: Upsellen agrees to provide Influencer with a dedicated channel within the marketplace platform for publishing and promoting their content. This channel will showcase Influencer's audio/video episodes, blog posts, articles, or other media content. Promotional Channels: Upsellen agrees to allocate a promotional channel within the platform specifically for Influencer's use. The Influencer may utilize this channel to promote their content, engage with Upsellen's subscriber base, and attract followers to their channels.

Usage Guidelines: Influencer agrees to use the provided channels in compliance with the platform's terms of service, content guidelines, and community standards. The Influencer shall be solely responsible for the content published or shared on their channels and shall ensure compliance with all applicable laws, regulations, and ethical standards and comply with FTC endorsement guidelines.

Products and Services: Influencer agrees to represent products and services that: Are suitable for all ages and do not contain explicit or inappropriate content. Include items suitable for children, teenagers, and adults alike. Adhere to commonly accepted standards of decency and appropriateness. Family-friendly products and services should not contain: Explicit or gratuitous violence. Nudity. Sexual content. Profanity. Prohibit promotion or endorsement of any illegal activities or substances. The Influencer agrees to create sponsored content and: Publish posts featuring the Sponsor's products and services. Share content on the following social media platforms, but not limited to: Instagram. Facebook. Twitter. YouTube. TikTok. Snapchat.

Support and Assistance: Upsellen shall provide reasonable technical support and assistance to Influencer for setting up and managing their channels, including customization, content moderation, and audience engagement strategies.

Geographic Scope: Influencer aims to promote its brand, products, and services globally using Upsellen's diverse channels and resources.

Video Usage: Usage Rights: Podcaster grants Upsellen the non-exclusive right to use, display, and distribute their podcast videos on Upsellen's platform for the purposes outlined in the Podcasting Agreement. Attribution: Upsellen agrees to provide appropriate attribution to Podcaster for the content used on Upsellen's platform.

Content Compliance: Podcaster agrees to ensure that all podcast videos provided to Upsellen comply with copyright laws and do not infringe upon third-party rights.

Transaction Shared Commission/Margin: For our esteemed members who utilize our free membership to post and share products for sale on Upsellen's platform, we offer a flexible compensation structure that directly impacts the visibility and promotion of their products. It's important to note that opting for higher commission margins not only benefits the members themselves but also contributes significantly to our collective mission of supporting worthy nonprofit causes.

Benefits of Higher Margins:

Increased Visibility and Sharing: Products with higher commission margins naturally receive greater visibility and sharing across our marketplace. This heightened exposure not only amplifies the reach of your brand but also attracts more attention from potential buyers.

Enhanced Fundraising Potential: By choosing higher margins, members not only maximize their own earnings but also contribute more substantially to nonprofit causes. The increased revenue generated from these transactions directly translates into greater financial support for charitable initiatives aligned with our values and mission.

SEO Optimization and Brand Exposure: At Upsellen, we provide robust SEO (Search Engine Optimization) capabilities to ensure maximum visibility for all products on our platform. By opting for higher margins, members effectively position their brands for enhanced visibility and exposure, ultimately strengthening their presence within our marketplace and beyond.

Encouragement of Full Donations: We wholeheartedly encourage members to consider allocating a portion or the entirety of their commissions towards supporting nonprofit organizations. By doing so, not only do you demonstrate a commitment to social responsibility, but you also amplify the positive impact of your contributions, further cementing your brand's reputation as a socially conscious entity.

In summary, opting for higher commission margins not only drives greater financial returns for members but also empowers them to play a pivotal role in advancing philanthropic causes. Together, we can leverage the power of commerce to effect meaningful change and create a brighter, more equitable future for all.

Compensation: Under our free membership program for posting and sharing products on Upsellen's platform, the following compensation structure applies: For Products Sold Under $100: Upsellen receives a commission share of 25% of the transactional amount, as detailed in the 'Compensation Breakdown' schedule. For Products Sold at $100 or Greater: Merchants have the flexibility to choose a commission percentage between 10% to 100%, with a minimum commission of $20 to be shared with Upsellen, as specified in the 'Compensation Breakdown' schedule. The chosen commission structure directly impacts the visibility and promotion of their products on the platform.

Compensation Breakdown: 40% of the commission/margin goes to the affiliate organization. 10% is allocated for affiliate sales representatives as overrides. 10% is dedicated to supporting designated Nonprofit organizations of choice. 40% is retained by Upsellen to cover operational expenses and further development of the platform.

Nonprofit Commission Allocation: For all products sold, members have the option to designate a specific nonprofit organization to receive a portion of the commission share. Alternatively, if no specific nonprofit is designated, Upsellen reserves the right to allocate the commission share to a nonprofit organization of its choice based on its discretion, with the intention of supporting charitable causes aligned with Upsellen's values and mission.

Taxes: Upsellen will not be responsible for payment of any taxes, whether sales, local, state, federal, etc., that may become due as a result of payments made to or commissions paid to the member by Upsellen. The member shall indemnify and hold Upsellen harmless for any such taxes, claims or demands for such taxes assessed or made by any taxing authority because of such claim. Upsellen will not withhold FICA for members payment nor will Upsellen make any state or federal tax deposits and/or unemployment insurance contributions on behalf of the member, nor will Upsellen obtain Workers Compensation or Liability Insurance on behalf of the member.

Payment terms: Commissions will be paid on the 5th and 20th of every month. The 5th is all sales from the 1st of the previous month to the 15th, and the 20th commission payout is all sales from the 16th to last day of the previous month.

Confidentiality: Each party acknowledges that, in connection with the performance of this Agreement, it may have access to or be exposed to information that is confidential or proprietary to the other party ('Confidential Information'). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as 'confidential' or which would reasonably be considered confidential given the circumstances of disclosure. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 5 years. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information of the other party in its possession, custody, or control. The parties agree that any breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Indemnification: Influencer agrees to indemnify, defend, and hold harmless Upsellen, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement, negligent acts or omissions, or violation of any applicable laws or regulations by Influencer or their representatives. This indemnification obligation shall also extend to any claims brought by third parties against Upsellen arising out of or relating to Influencer's actions or content published on Upsellen's platform.

The obligations of indemnification under this section shall survive the termination or expiration of this Agreement.

Liability: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages. In no event shall the total liability of either party arising out of or in connection with this Agreement exceed the total amount paid or payable by Influencer to Upsellen under this Agreement.

Governing Law: This Agreement shall be governed under the laws of Utah.

Taxes: Upsellen is not responsible for payment of any taxes, whether sales, local, state, federal, etc., that may become due as a result of payments made to or commissions paid to Influencer by Upsellen. Influencer shall indemnify and hold Upsellen harmless for any such taxes, claims or demands for such taxes assessed or made by any taxing authority because of such claim. Upsellen will not withhold FICA for Influencers payment nor will Upsellen make any state or federal tax deposits and/or unemployment insurance contributions on behalf of the Influencer, nor will Upsellen obtain Workers Compensation or Liability Insurance on behalf of the Influencer.

Compliance with Legal Requirements and Industry Standards:

Data Privacy: Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Each party agrees to handle personal data in accordance with their respective privacy policies and to obtain any necessary consents for the collection, use, and processing of personal information.

Intellectual Property Rights: Each party acknowledges and agrees that all intellectual property rights, including copyrights, trademarks, patents, and trade secrets, in any materials, content, or intellectual property created, provided, or shared under these agreements shall remain with the respective owner. Any use, reproduction, or modification of intellectual property belonging to the other party shall require prior written consent.

Dispute Resolution Mechanisms: Dispute Resolution Mechanisms: In the event of any dispute arising out of or relating to this agreement, the parties shall first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved amicably within 30 days of written notice from one party to the other, either party may initiate mediation proceedings administered by a mutually agreed-upon mediator. If mediation is unsuccessful in resolving the dispute, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Washington County, Utah, and the arbitrator's decision shall be final and binding upon both parties. The prevailing party in any arbitration or litigation arising out of this agreement shall be entitled to recover its reasonable attorneys fees and costs incurred in connection with such dispute resolution. This dispute resolution mechanism shall be the sole and exclusive means for resolving disputes arising under this agreement, except as provided herein or as otherwise required by law.arising under this agreement, except as provided herein or as otherwise required by law.

Expense Reimbursement: Influencer shall be solely responsible for covering all expenses incurred by Influencer. Upsellen shall not be responsible for any expenses incurred by Influencer.

Insurance: Influencer acknowledges and agrees that it is their sole responsibility to obtain and maintain appropriate business insurance coverage to protect themselves and their interests. Influencer hereby waives any rights to recovery from Upsellen for any injuries, damages, losses, liabilities, or expenses, including legal fees, that Influencer or Influencer's representatives may sustain or incur while performing services under this Agreement. Influencer acknowledges that Upsellen shall not be liable for any such incidents and agrees to indemnify and hold Upsellen harmless from any claims or demands arising from such occurrences.

General Provisions The Influencer may not assign this Agreement with the express written consent of Upsellen. It is non-transferrable. Any actions related to the transferring of this Agreement to another person or entity shall result in immediate termination of the Agreement. Neither party will be liable for failure to perform its obligations thereunder due to causes beyond its control, including acts of God, laws or requirements of any government, national emergencies or labor difficulties. If any of the provisions of this Agreement are determined to be invalid, the remaining provisions will still be valid. Each party will deem this Agreement effective only upon full execution of this Agreement. All other terms and conditions of the underlying agreement between Upsellen and Influencer shall remain in full force and effect.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

This Addendum may be amended or modified by UpSellen by giving Influencer a 30 day notice in writing and signed by authorized representatives of both parties.

Acceptance: By signing below, Influencer acknowledges acceptance of the terms and conditions outlined in this Addendum and agrees to comply with all obligations and responsibilities as an Influencer promoting products and the usage of videos through and on Upsellens platform.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written.

This Agreement ("Agreement") is made effective as of this date, by and between Upsellen LLC, located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 ("Upsellen, us, we, our"), and Merchant (Merchant)

Access to the Service is subject to acceptance and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party. All provisions of the Terms which by their nature should survive termination shall indeed survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Products and Services: Merchant agrees to represent products and services that: Are suitable for all ages and do not contain explicit or inappropriate content. Include items suitable for children, teenagers, and adults alike. Adhere to commonly accepted standards of decency and appropriateness. Family-friendly products and services should not contain: Explicit or gratuitous violence. Nudity. Sexual content. Profanity. Prohibit promotion or endorsement of any illegal activities or substances. The Merchant agrees to create sponsored content and: Publish posts featuring the Sponsor's products and services. Share content on the following social media platforms, but not limited to: Instagram. Facebook. Twitter. YouTube. TikTok. Snapchat.

Shipment of Sold Products:

The Merchant agrees to ship sold products within a timely manner of receiving a valid order confirmation from Upsellen. In the event of any delay or inability to fulfill the order within the specified timeframe, the Merchant shall promptly notify Upsellen and provide an estimated shipping date. Upsellen reserves the right to cancel or modify orders if the Merchant fails to ship products within the agreed-upon timeframe, without liability to the Merchant.

A. Shipping Methods: The Merchant agrees to utilize reliable shipping methods for all orders placed through Upsellen's platform. The Merchant shall offer shipping options that align with industry standards and provide reasonable delivery times to customers. Any special shipping requirements or restrictions shall be communicated to Upsellen in advance.

B. Tracking Information: The Merchant agrees to provide tracking information for each shipped order promptly after fulfillment. Tracking information should be accessible to both Upsellen and the customer to facilitate order tracking and delivery updates. In cases where tracking information is not available or is delayed, the Merchant shall promptly notify Upsellen and the customer.

C. Customer Service Responsibilities: The Merchant shall provide responsive and courteous customer service to address inquiries, concerns, or issues related to orders placed through Upsellen's platform. Customer service inquiries shall be addressed within [2] business days of receipt, with the aim of resolving issues in a timely manner. The Merchant shall maintain communication channels, such as email or phone support, to facilitate customer inquiries and provide assistance as needed. In cases of order discrepancies, shipping delays, or product issues, the Merchant shall work collaboratively with Upsellen to resolve the issue and ensure customer satisfaction. Any refunds, returns, or exchanges shall be handled in accordance with Upsellen's policies and procedures, with the Merchant responsible for coordinating the necessary actions.

Status of Independent Merchant: It is agreed and understood that the Merchant is an independent contractor and is not an employee, nor legal representative of Upsellen or any of its other Merchants or carriers. All the expenses and/or indebtedness Merchant shall incur are solely the Merchants responsibility. Upsellen and Merchant acknowledge and agree that their relationship arising from this agreement does not constitute a joint venture partnership or any other business arrangement or structure not expressly agreed.

Confidentiality: Each party acknowledges that, in connection with the performance of this Agreement, it may have access to or be exposed to information that is confidential or proprietary to the other party ('Confidential Information'). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as 'confidential' or which would reasonably be considered confidential given the circumstances of disclosure. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order. Merchants shall not personally gain from customers introduced by UpSellen outside this contract. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 10 years. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information of the other party in its possession, custody, or control. The parties agree that any breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Indemnification: Merchant agrees to hold Upsellen harmless from and against all claims, obligations, liabilities, or expenses of any description, including, but not limited to reasonable attorneys fees and costs arising out of Merchants acts or omissions including, but not limited to, misrepresentation of the services or prices of Upsellen or its Merchants.

Neither Upsellen nor its Merchants shall be liable to Merchant for damages of any kind, either expressed or implied, direct, or indirect, resulting from, but not limited to, any delay, act, error or calamity on the part of the various merchants used for services. .

Governing Law: This Agreement shall be governed under the laws of Utah.

Taxes: Upsellen will not be responsible for payment of any taxes, whether sales, local, state, federal, etc., that may become due as a result of payments made to or commissions paid to Merchant by Upsellen. Merchant shall indemnify and hold Upsellen harmless for any such taxes, claims or demands for such taxes assessed or made by any taxing authority because of such claim. Upsellen will not withhold FICA for Merchants payment nor will Upsellen make any state or federal tax deposits and/or unemployment insurance contributions on behalf of the Merchant, nor will Upsellen obtain Workers Compensation or Liability Insurance on behalf of the Merchant.

Expense Reimbursement: Merchant shall pay all "out-of-pocket" expenses, and shall not be entitled to reimbursement from Upsellen.

Insurance: Merchant acknowledges and agrees to obtain adequate business insurance coverage at their own expense. By accepting this agreement, Merchant waives any rights to seek recovery from Upsellen for injuries sustained by Merchant or Merchants representatives while performing services under this Agreement, provided that such injuries result from the negligence of Merchant or Merchants representatives.

Geographic Scope: The posts will promote the Merchants brand and products on a global basis.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

This Addendum may be amended or modified by UpSellen by giving Merchant a 30 day notice in writing.

By agreeing, Merchant acknowledges acceptance of the terms and conditions outlined in this Addendum and agrees to comply with all obligations and responsibilities as a merchant using Upsellen's platform.

This Agreement is made effective as of [Date] by and between Upsellen LLC (Upsellen), located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 and Nonprofit Organization] (NPO)

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party. Nonprofit Channels

Upsellen is committed to fostering collaboration, empowerment, and social impact through our marketplace. We understand the unique requirements of nonprofits and have dedicated channels within our platform to facilitate their internal communications and further their causes.

These specialized channels provide nonprofits with a secure space for conducting internal discussions, collaboration, and coordination among team members, volunteers, and stakeholders. Whether it's planning fundraising events, strategizing outreach initiatives, or managing day-to-day operations, our platform offers the tools and features necessary to streamline communication and maximize efficiency.

Additionally, our marketplace empowers nonprofits to amplify their message and reach a broader audience through various channels. Internal Communications Channels: Upsellen agrees to provide NPO with access to dedicated channels within the platform for conducting internal discussions, collaboration, and coordination among Nonprofit's team members, volunteers, and stakeholders. These channels will be secure and accessible only to authorized nonprofit personnel. Content Channels: Upsellen agrees to provide NPO with a dedicated channel within the marketplace platform for publishing and promoting their content. This channel will showcase NPOs audio/video episodes, blog posts, articles, or other media content. Promotional Channels: Upsellen agrees to allocate promotional channels within the platform specifically for NPOs use. NPO may utilize these channels to promote its cause, raise awareness about its mission and programs, and engage with Upsellens membership base.

Through targeted marketing efforts and exposure on our platform, nonprofits can effectively share their mission, programs, and impact stories with our diverse and engaged subscriber base. By harnessing the reach and influence of our platform, nonprofits can expand their reach, attract support, and drive meaningful change in their communities.

At our marketplace, we're committed to fostering collaboration, empowerment, and social impact. By providing dedicated channels for nonprofits, we aim to create a vibrant ecosystem where organizations of all types can thrive and make a difference.

Nonprofit Status Documentation: NPOs must provide Upsellen with official governmental documentation demonstrating their nonprofit status, such as a 501(c)(3) determination letter or equivalent documentation issued by the relevant authority. Upsellen reserves the right to request and verify this documentation during the onboarding process and at any time during the term of this agreement. NPOs are responsible for ensuring that their nonprofit status remains active and valid throughout the duration of their participation in Upsellen's platform. In the event that an NPO loses its nonprofit status, it must promptly inform Upsellen of such change. Failure to provide or maintain valid nonprofit status documentation may result in termination of this agreement.

Usage Guidelines: a. NPO agrees to use the provided channels in compliance with the platform's terms of service, content guidelines, and community standards. b. NPO shall be responsible for the content posted or shared on the channels and shall ensure compliance with all applicable laws, regulations, and ethical standards and comply with FTC endorsement guidelines. C. NPO agrees to ensure compliance with all legal requirements and criteria necessary for its nonprofit status. Upsellen will work with each nonprofit to address their specific legal criteria either through a blanket statement within this addendum or individually as needed.

Support and Assistance:Upsellen shall provide reasonable technical support and assistance to NPO for setting up and managing the channels, including user access control, customization, and troubleshooting.

Expense Reimbursement: The Nonprofit shall be solely responsible for covering all expenses incurred by itself. Upsellen shall not be responsible for any expenses incurred by the Nonprofit.

Insurance: NPO acknowledges the importance of risk management and maintaining appropriate insurance coverage to safeguard its operations and stakeholders. While Upsellen endeavors to provide a secure platform environment, NPO understands that certain risks may still exist beyond Upsellen's control. Therefore, NPO agrees to maintain adequate business insurance coverage, including but not limited to general liability insurance and directors and officers (D&O) liability insurance, at its own expense. NPO agrees not to hold Upsellen liable for injuries sustained by NPO or its representatives during the performance of services under this Agreement, unless such injuries result from the negligence of NPO or its representatives. Upsellen shall not be held liable for any damages or losses incurred by NPO arising from its participation in activities facilitated by Upsellen, including but not limited to financial losses, reputational damage, product/service liabilities or legal liabilities.

Geographic Scope: NPO aims to promote its brand, products, and services globally using Upsellen's diverse channels and resources.

Video Usage: a. Usage Rights: NPO grants Upsellen the non-exclusive right to use, display, and distribute their podcast videos on Upsellen's platform for the purposes outlined in the NPO Agreement. b. Attribution: Upsellen agrees to provide appropriate attribution to NPO for the content used on Upsellen's platform.

Content Compliance: NPO agrees to ensure that all podcast videos provided to Upsellen comply with copyright laws and do not infringe upon third-party rights.

Status of Independent NPO: It is agreed and understood that the NPO is an independent contractor and is not an employee, nor legal representative of Upsellen or any of its other Nonprofits, Influencers or Podcasters.. All the expenses and/or indebtedness NPO shall incur are solely the NPOs responsibility. Upsellen and NPO acknowledge and agree that their relationship arising from this agreement does not constitute a joint venture partnership or any other business arrangement or structure not expressly agreed.

Indemnification: NPO agrees to indemnify, defend, and hold harmless Upsellen, its officers, directors, employees, agents, and affiliates from and against any and all claims, obligations, liabilities, damages, losses, costs, and expenses, including reasonable attorneys fees and costs, arising out of or in connection with any breach of this Agreement, negligent acts or omissions, or violation of any applicable laws or regulations by NPO or their representatives.

Donor Privacy: We understand the importance of donor privacy and are committed to protecting the confidentiality of donor information. Any personal information provided by donors, including but not limited to names, contact details, donation amounts, and payment information, will be treated with the utmost confidentiality and used only for the purposes outlined in this Privacy Policy. Donor information will not be shared, sold, or otherwise disclosed to third parties without explicit consent, except as required by law or to facilitate donation processing, tax reporting, or other legitimate purposes related to the management of charitable contributions.

Governing Law: This Agreement shall be governed under the laws of Utah.

General Provisions:

Assignment: This Agreement may not be assigned by either party without the express written consent of the other party. Any attempted assignment without such consent shall be null and void.

Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, government actions, war, terrorism, power outages, labor disputes, or other events beyond the party's control.

Severability: If any provision of this Agreement is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect to the fullest extent permitted by law.

Effective Date: This Agreement shall be deemed effective upon full execution by both parties.

Survival: All provisions of this Agreement that by their nature should survive termination, including but not limited to indemnification, confidentiality, and intellectual property rights, shall survive any termination or expiration of this Agreement.

Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

Amendment: This Addendum may be amended or modified by UpSellen by giving NPO a 30 day notice in writing.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Utah, without giving effect to any choice of law principles that would require the application of the laws of a different jurisdiction. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of Utah, and each party hereby submits to the jurisdiction of such courts for the purposes of any such legal action or proceeding.

Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision thereof.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

This Addendum may be amended or modified only in writing and signed by authorized representatives of both parties.

Acceptance: By signing below, the NPO acknowledges acceptance of the terms and conditions outlined in this Addendum and agrees to comply with all obligations and responsibilities as a nonprofit organization promoting products and utilizing videos through and on Upsellens platform.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written.

This Podcaster Addendum ("Addendum") is made effective as of this date, by and between Upsellen LLC, located at 5493 W. Copper Cliffs Way, Hurricane, UT 84737 (Upsellen), and Podcaster Name ("Podcaster").

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms, then you may not access the Service.

Term: This Agreement will commence on the date of this agreement and will continue on a month-to-month basis until terminated by either party.

Podcaster acknowledges that they are also an Influencer and will abide by the Influencer Addendum.

Status of Independent Podcaster: It is agreed and understood that the Podcaster is an independent contractor and is not an employee, nor legal representative of Upsellen or any of its other Podcasters or carriers. All the expenses and/or indebtedness Podcaster shall incur are solely the Podcasters responsibility. Upsellen and Podcaster acknowledge and agree that their relationship arising from this agreement does not constitute a joint venture partnership or any other business arrangement or structure not expressly agreed.

Podcaster Channels: Content Channels: Upsellen agrees to provide Podcaster with a dedicated channel within the marketplace platform for publishing and promoting their content. This channel will showcase Podcaster's audio/video episodes, blog posts, articles, or other media content. Promotional Channels: Upsellen agrees to allocate a promotional channel within the platform specifically for Podcaster's use. Podcaster may utilize this channel to promote their content, engage with Upsellen's subscriber base, and attract followers to their channels.

Usage Guidelines: Podcaster agrees to use the provided channels in compliance with the platform's terms of service, content guidelines, and community standards. The Podcaster shall be solely responsible for the content published or shared on their channels and shall ensure compliance with all applicable laws, regulations, and ethical standards and comply with FTC endorsement guidelines.

Products and Services: Podcaster agrees to represent products and services that: Are suitable for all ages and do not contain explicit or inappropriate content. Include items suitable for children, teenagers, and adults alike. Adhere to commonly accepted standards of decency and appropriateness. Family-friendly products and services should not contain: Explicit or gratuitous violence. Nudity. Sexual content. Profanity. Prohibit promotion or endorsement of any illegal activities or substances. The Podcaster agrees to create sponsored content and: Publish posts featuring the Sponsor's products and services. Share content on the following social media platforms, but not limited to: Instagram. Facebook. Twitter. YouTube. TikTok. Snapchat.

Support and Assistance: Upsellen shall provide reasonable technical support and assistance to Podcaster for setting up and managing their channels, including customization, content moderation, and audience engagement strategies.

Geographic Scope: Podcaster aims to promote its brand, products, and services globally using Upsellen's diverse channels and resources.

Video Usage: Usage Rights: Podcaster grants Upsellen the non-exclusive right to use, display, and distribute their podcast videos on Upsellen's platform for the purposes outlined in the Podcasting Agreement. Attribution: Upsellen agrees to provide appropriate attribution to Podcaster for the content used on Upsellen's platform.

Content Compliance: Podcaster agrees to ensure that all podcast videos provided to Upsellen comply with copyright laws and do not infringe upon third-party rights.

Confidentiality: Each party acknowledges that, in connection with the performance of this Agreement, it may have access to or be exposed to information that is confidential or proprietary to the other party ('Confidential Information'). Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use it solely for the purposes of this Agreement. Confidential Information shall include, but not be limited to, trade secrets, business plans, financial information, customer lists, and any other information marked as 'confidential' or which would reasonably be considered confidential given the circumstances of disclosure. Each party agrees not to disclose the other party's Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [insert duration] years. Upon termination or expiration of this Agreement, each party agrees to return or destroy all Confidential Information of the other party in its possession, custody, or control. The parties agree that any breach of this confidentiality provision may cause irreparable harm for which monetary damages may be inadequate, and therefore, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

Indemnification: Influencer agrees to indemnify, defend, and hold harmless Upsellen, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, including reasonable attorneys' fees, arising out of or in connection with any breach of this Agreement, negligent acts or omissions, or violation of any applicable laws or regulations by Influencer or their representatives. This indemnification obligation shall also extend to any claims brought by third parties against Upsellen arising out of or relating to Influencer's actions or content published on Upsellen's platform.

The obligations of indemnification under this section shall survive the termination or expiration of this Agreement.

Liability: Neither party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, arising out of or in connection with this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages. In no event shall the total liability of either party arising out of or in connection with this Agreement exceed the total amount paid or payable by Podcaster to Upsellen under this Agreement.

Governing Law: This Agreement shall be governed under the laws of Utah.

Taxes: Upsellen is not responsible for payment of any taxes, whether sales, local, state, federal, etc., that may become due as a result of payments made to or commissions paid to Podcaster by Upsellen. Podcaster shall indemnify and hold Upsellen harmless for any such taxes, claims or demands for such taxes assessed or made by any taxing authority because of such claim. Upsellen will not withhold FICA for Podcasters payment nor will Upsellen make any state or federal tax deposits and/or unemployment insurance contributions on behalf of the Podcaster, nor will Upsellen obtain Workers Compensation or Liability Insurance on behalf of the Podcaster.

Compliance with Legal Requirements and Industry Standards:

Data Privacy: Both parties shall comply with all applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA). Each party agrees to handle personal data in accordance with their respective privacy policies and to obtain any necessary consents for the collection, use, and processing of personal information.

Intellectual Property Rights: Each party acknowledges and agrees that all intellectual property rights, including copyrights, trademarks, patents, and trade secrets, in any materials, content, or intellectual property created, provided, or shared under these agreements shall remain with the respective owner. Any use, reproduction, or modification of intellectual property belonging to the other party shall require prior written consent.

Dispute Resolution Mechanisms: In the event of any dispute arising out of or relating to these agreements, the parties shall first attempt to resolve the dispute through good-faith negotiations. If the dispute cannot be resolved amicably, either party may initiate mediation proceedings administered by a mutually agreed-upon mediator. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in [City, State], and the arbitrator's decision shall be final and binding upon both parties.

Expense Reimbursement: Podcaster shall be solely responsible for covering all expenses incurred by Influencer. Upsellen shall not be responsible for any expenses incurred by Influencer.

Insurance: Podcaster acknowledges and agrees that it is their sole responsibility to obtain and maintain appropriate business insurance coverage to protect themselves and their interests. Influencer hereby waives any rights to recovery from Upsellen for any injuries, damages, losses, liabilities, or expenses, including legal fees, that Influencer or Influencer's representatives may sustain or incur while performing services under this Agreement. Influencer acknowledges that

Upsellen shall not be liable for any such incidents and agrees to indemnify and hold Upsellen harmless from any claims or demands arising from such occurrences.

General Provisions The Podcaster may not assign this Agreement with the express written consent of Upsellen. It is non-transferrable. Any actions related to the transferring of this Agreement to another person or entity shall result in immediate termination of the Agreement. Neither party will be liable for failure to perform its obligations thereunder due to causes beyond its control, including acts of God, laws or requirements of any government, national emergencies or labor difficulties. If any of the provisions of this Agreement are determined to be invalid, the remaining provisions will still be valid. Each party will deem this Agreement effective only upon full execution of this Agreement. All other terms and conditions of the underlying agreement between Upsellen and Podcaster shall remain in full force and effect.

Cross-Reference to Privacy Policy: For any questions or information regarding the handling of personal data, please refer to the Privacy Policy of Synergy Elevated Marketplace operated by Upsellen LLC. The Privacy Policy outlines our practices concerning the collection, use, and protection of personal information and provides details on user rights and choices in relation to data. You can access the Privacy Policy in that section.

This Addendum may be amended or modified by UpSellen by giving NPO a 30 day notice in writing,

Acceptance: By signing below, Podcaster/Podcaster acknowledges acceptance of the terms and conditions outlined in this Addendum and agrees to comply with all obligations and responsibilities as an Podcaster promoting products and the usage of videos through and on Upsellens platform.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first above written.

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