Creator Terms and Conditions

1. ACCEPTANCE

When you sign the Creator Services Agreement, you confirm you have read and agree to these Terms and Conditions. Influence Optimizers LLC is referred to as "IO", "we", or "us" throughout. These Terms, together with the signed Creator Services Agreement, form the complete agreement between you and IO.

By accepting, you acknowledge:

• Disputes are resolved by binding individual arbitration (Section 16). You waive the right to a jury trial or class action.
• IO makes no guarantees of earnings, results, or platform availability (Section 9).
• You are responsible for your platform account remaining in good standing. Account loss does not extinguish payment obligations (Section 9).

IO may update these Terms from time to time. Material changes will be communicated by email with reasonable advance notice. Continued use of IO's services after a change takes effect constitutes acceptance.

2. WHO CAN USE THIS SERVICE

You represent and warrant that:

• You are at least 18 years old and have legal capacity to enter into this Agreement.
• If signing on behalf of a business, you have authority to bind that entity.
• You are using IO's services for commercial purposes in connection with affiliate marketing programs.

3. PURPOSE

IO provides paid advertising management, campaign optimization, and reporting services to help you generate revenue through Amazon affiliate programs including Amazon Associates, Amazon Influencer Program, and Amazon Creator Connections. IO's services are Amazon-focused.

4. DEFINITIONS

"Amazon Earnings" means all commissions, bonuses, bounties, Creator Connections revenue, and other payments from Amazon Associates or Amazon Creator Programs generated under IO Tracking IDs, net of returns and cancellations.

"IO Tracking IDs" means any Amazon tracking IDs created, designated, or funded by IO for running paid media campaigns on your behalf.

"Media Spend" means the gross advertising spend incurred by IO in connection with your campaigns in a given month.

"Service Fee" means IO's monthly fee calculated as a percentage of Media Spend per the tier structure in your Creator Services Agreement.

"Affiliate Program Data" means performance data, commission reports, bonuses and other information from Amazon programs that a Creator voluntarily shares with IO, where permitted under the Creator's Amazon Associates Operating Agreement, for the purpose of campaign management and optimization.

5. INTELLECTUAL PROPERTY

IO Ownership. IO's tools, platform, media buying infrastructure, tracking IDs, campaign methodologies, proprietary systems, data models, and all related technology and processes are and remain the exclusive property of IO. Nothing in this Agreement transfers, grants, or implies any ownership right or interest in any IO intellectual property to Creator. Creator's access to IO's tools and portal under Section 6 is a limited license only and does not confer any ownership or claim over IO's systems or methodology.

Creator to IO License. You grant IO a revocable, non-exclusive, royalty-free license to use your content, links, and affiliate data as needed to deliver services and, with your prior consent, for IO marketing purposes such as case studies.

IO to Creator License. IO grants you a limited, revocable, non-exclusive, non-transferable license to use IO's tools and portal solely to support your participation in this Agreement. This license terminates immediately upon termination of the Agreement.

6. CREATOR OBLIGATIONS

You agree to:

• Provide all platform access and permissions required for IO to deliver services.
• Run IO's Creator Connections script on the schedule IO specifies.
• Comply with all applicable laws, FTC guidelines, and platform policies. Non-compliance is a material breach.
• Notify IO promptly of any changes to your affiliate program status, account standing, or program terms.
• Maintain the security of your Amazon Associates account and all platform credentials. You must notify IO immediately if you become aware of any unauthorized access, compromise, or security breach affecting your account. IO is not responsible for any disruption to campaigns or loss of earnings resulting from unauthorized access to your account.
• Where permitted under your Amazon Associates program agreement, share Amazon Affiliate Program Data with IO through any mutually agreed method for the purpose of campaign management and optimization.

7. IO OBLIGATIONS

IO agrees to:

• Fund and manage paid advertising campaigns in accordance with the Creator Services Agreement.
• Provide monthly reporting by email or portal showing estimated spend and earnings. This reporting is the official basis for invoicing.
• Keep your Affiliate Program Data confidential and use it only to deliver services.

8. CAMPAIGN MANAGEMENT AND MEDIA SPEND

Campaign Adjustments. IO retains full discretion to adjust, pause, reduce, or modify the level of media spend and campaign activity for any Creator at any time based on campaign performance, platform conditions, risk assessment, or any other factor IO determines relevant. IO has no obligation to maintain any specific spend level or campaign intensity. Adjustments to spend or campaign activity do not constitute a breach of this Agreement and do not entitle Creator to any refund, compensation, or damages.

IO operates a proprietary in-house media buying platform that purchases advertising across multiple sources on behalf of multiple creators simultaneously. Media costs are pooled, managed, and reconciled internally. IO does not provide, and creators should not expect to receive, source media receipts, platform-level spend verification, or any third-party documentation of advertising costs.

The media spend figure on your monthly IO invoice is final. It is calculated through IO's internal platform and is not subject to dispute on the basis of spend verification. If this approach does not work for you, IO is likely not the right partner for your business.

IO's portal provides estimated spend figures for your reference during the month. These estimates are not the official record. The invoice is.

No Audit Rights. Creator has no right to audit, inspect, request, or demand any documentation related to IO's media spend, including but not limited to source receipts, platform invoices, ad account data, campaign reports, or third-party spend verification of any kind. IO's monthly invoice is the sole and final record of media spend under this Agreement and is not subject to challenge, dispute, or audit on any basis. By signing this Agreement, Creator expressly waives any right to audit or verify IO's media spend.

9. PLATFORM RISK AND DISCLAIMERS

Amazon can change, suspend, or terminate programs, accounts, or tracking mechanisms at any time and for any reason. IO has no control over platform decisions and makes no guarantee that any program, account, or earning opportunity will remain available.

Platform Account Loss. If your account is suspended, terminated, or loses eligibility on Amazon or any other platform for any reason:

• All outstanding IO invoices remain due and payable in full.
• All media spend committed or incurred before the account loss is fully recoverable from you.
• IO has no liability for lost earnings, commissions, or opportunities resulting from the account loss.
• IO may terminate this Agreement immediately by written notice.

Your payment obligations are independent of your platform account status and survive any account loss.

No Guarantee of Results. IO does not guarantee any specific earnings, revenue, commissions, or performance outcomes. Results depend on factors outside IO's control. All examples in any IO document are illustrative only.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IO'S SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." IO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. FINANCIAL TERMS

Invoices. IO issues invoices around the 1st of each month for the prior month's media spend and service fee.

Payment Due. Payment is due within 15 days of receiving your Amazon program payout.

Late Fees. Overdue balances accrue interest at 2% per month, compounding, from the due date until paid.

Disputes. Invoice disputes must be submitted in writing within 10 days of receipt, identifying specific line items. General objections are not valid disputes. Media spend disputes are not valid disputes. Refer to Section 8 on media spend calculations. Undisputed amounts remain due regardless of any open dispute. If no written dispute is received within 10 days, the invoice is accepted in full.

Chargebacks. You agree not to initiate a chargeback or payment reversal through any bank or payment processor for any amount owed to IO without first exhausting the invoice dispute process above. Initiating a chargeback without doing so is a material breach. You are responsible for all costs IO incurs as a result, including processing fees and attorneys' fees.

Collections. Balances unpaid more than 30 days past the due date may be referred to a collections agency at IO's discretion. You are responsible for all collection costs including agency fees and reasonable attorneys' fees. IO may report unpaid balances to credit bureaus where legally permitted.

Survival. All payment obligations survive termination of this Agreement.

11. TERM AND TERMINATION

Term. 12 months from the Effective Date, renewing automatically each year unless either party gives 30 days' written notice of non-renewal.

Termination for Convenience. Either party may terminate on 30 days' written notice.

Termination by IO. IO may terminate immediately if: (a) you materially breach this Agreement; (b) your platform account is suspended or terminated; or (c) IO determines in its sole discretion that continued campaigns are not economically viable.

Effect of Termination. Termination does not relieve you of any payment obligations incurred before the termination date. All outstanding invoices remain due.

Survival. Confidentiality, non-disparagement, indemnification, limitation of liability, payment obligations, and dispute resolution survive termination.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless IO and its affiliates, officers, employees, and agents from any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your breach of this Agreement or any representation or warranty you made.
• Your violation of any law, regulation, or platform policy.
• Your content, endorsements, statements, or conduct.
• Any allegation that your content or materials infringe a third party's intellectual property rights.
• The suspension, termination, or loss of eligibility of your account on any platform.
• Any unauthorized access to or compromise of your platform account.
• Your gross negligence, fraud, or willful misconduct.

Procedure. IO will notify you promptly of any claim that triggers your indemnification obligation. You have the right to control the defense using counsel reasonably acceptable to IO. IO may participate with its own counsel at its own cost. You may not settle any claim in a way that imposes obligations on IO without IO's prior written consent.

13. LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR INTENTIONAL MISCONDUCT, NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. IO'S TOTAL LIABILITY FOR ANY CLAIM IS LIMITED TO THE AMOUNTS PAID BY YOU TO IO IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. CONFIDENTIALITY AND DATA ACCESS

Mutual Confidentiality. Both parties agree to keep the other's non-public information strictly confidential, including the terms of this Agreement, financial data, performance results, and all communications.

Your Specific Obligations. You agree not to:

• Share, forward, or disclose any IO communication, invoice, or report to any third party, including other creators, brands, or Amazon representatives.
• Coordinate with other creators using information received from IO for the purpose of disputing invoices, withholding payment, or influencing platform relationships.

A breach of these obligations is a material breach and may result in immediate termination and legal action. Confidentiality obligations survive termination indefinitely for trade secrets and for as long as information remains non-public for all other confidential information.

Amazon Affiliate Program Data Access. Where permitted under your Amazon Associates Operating Agreement, you authorize IO to access your Amazon Associates performance data and account information solely for campaign management purposes. IO is bound by the same confidentiality obligations that Amazon requires of parties with whom Associates may share program information. IO will treat all such data as confidential, use it only to deliver services, and not disclose it to any third party. You are solely responsible for ensuring your participation in this arrangement complies with your Amazon program obligations. If Amazon's policies change in a way that affects this access, you will notify IO promptly.

15. NON-DISPARAGEMENT

During and after the term of this Agreement, you agree not to make any public or private statement that could reasonably harm IO's reputation, business relationships, or goodwill. This includes statements made directly or through third parties and applies to online reviews, social media, platform communications, and any other channel. IO agrees to the same obligation toward you. This obligation survives termination. Either party may seek injunctive relief for a breach in addition to any other available remedy. Nothing here restricts truthful statements required by law or legal process.

16. DISPUTE RESOLUTION

Step 1: Talk First. Before starting arbitration, the party raising a dispute must give the other written notice and the parties must try in good faith to resolve it within 30 days.

Step 2: Binding Arbitration. If informal resolution fails, the dispute will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a single arbitrator. For parties outside the United States, arbitration will be administered by the International Centre for Dispute Resolution (ICDR). The seat of arbitration is Dover, Delaware. Delaware law governs regardless of the arbitration location. The arbitrator's award is final and may be entered in any court of competent jurisdiction.

Individual Claims Only. All disputes must be brought on an individual basis. You waive any right to bring or participate in any class, collective, or representative action in arbitration or court. The arbitrator has no authority to hear class claims. This waiver is a material term of this Agreement.

Exceptions. Either party may seek injunctive or equitable relief in court to protect confidential information or intellectual property, or bring an individual claim in small claims court if it qualifies.

17. GENERAL

Governing Law. This Agreement is governed by Delaware law. Any court action outside arbitration must be filed in Sussex County, Delaware.

Notices. Notices may be sent by email. IO's notices go to [email protected]. Notices to you go to your most recent email on file.

Assignment. IO may assign this Agreement freely. You may not assign without IO's prior written consent.

Independent Contractors. The parties are independent contractors. You are responsible for your own taxes and compliance obligations.

Force Majeure. Neither party is liable for delays or failures caused by events outside reasonable control, including platform outages, policy changes, acts of God, pandemics, or government actions. This does not excuse payment obligations for spend already incurred or invoices already issued.

Entire Agreement. This Agreement and the Creator Services Agreement are the complete agreement between the parties and replace all prior discussions and agreements on this subject.

Severability. If any provision is unenforceable, the rest of the Agreement continues in full effect.

Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.

Claims Deadline. Any claim must be brought within 90 days of when the cause of action arose. This does not apply to payment obligations or collections.

Updates. IO may update these Terms with reasonable notice. Continued use of IO's services after the effective date of a change constitutes acceptance.