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PARTNER USER AGREEMENT 

By accessing and using the 90 Days to a Profitable Nonprofit Course, PARTNER agrees to the terms of this Partner User Agreement. Capitalized terms not otherwise defined herein have the meaning given to them in Section 9.10 below. 

  1. License to Access and Use Products
  1. Use. Subject to the terms of this Agreement, Amber Wynn, Philanthrepreneur licenses to PARTNER access to and use of the 90 Days to a Profitable Nonprofit Course on a non-exclusive, revocable basis for the purpose of PARTNER’s partnerships (and to enter into partnerships) with Advertisers and pursuant to PARTNER’s performance under Partner Contracts. Amber Wynn, Philanthrepreneur obligations and the Products’ functionalities and/or Services may be performed by an Amber Wynn, Philanthrepreneur Affiliate. 
  1. Restrictions.

(b) Use Approved Methods. PARTNER must promote each Advertiser using only those methods approved or prescribed by the Advertiser, and in any case not through: (i) provision of leads obtained other than through intended Visitor action (e.g. through scraping or other data mining, or through use of compilations of personal data); (ii) use of fake redirects, automated software, or other mechanisms to generate actions; and/or (iii) actions using any device, robot, Iframes or hidden frames; or (iv) adware, spyware or malware. If PARTNER wants to use applications to deliver Advertiser Content, PARTNER must disclose to the Visitor clear and concise description of the core functionality of the applications (including a description of that functionality that is Media Partner’s source of revenue). Further, PARTNER must meet or exceed then-current industry standards for applications (such as getting Visitor’s consent to download/install, etc.).

(c) Compliance/Quality. PARTNER agrees that when using the 90 Days to a Profitable Nonprofit Course, it will only publish, transmit, upload and/or distribute information, data, content and material about PARTNER, Advertisers and Advertiser Content that is legal, accurate, and in accordance with the Partner Contracts agreed with the Advertisers. If PARTNER intends to use incentives to promote an Advertiser and procure clicks, leads or sales, PARTNER is required to notify the Advertiser prior to entering into a Partner Contract, and PARTNER’s use of incentives must be in a bona fide way. Additionally, PARTNER and its website(s) and promotional means must comply with all rules, laws, regulations and industry standards, the Partner Contracts, and be of high quality (including but not limited to: not depicting nudity of any sort (including cartoons, fantasy art or manga); not misrepresenting the source of anything posted or uploaded, including impersonation of another individual or entity; not including unauthorized content of someone else’s or otherwise violating their intellectual property rights, rights of privacy or publicity; not harming or exploiting minors in any way; not threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating an individual or group of individuals for any reason (including on the basis of age, gender, disability, ethnicity, sexual orientation, race or religion; or incite or encourage anyone else to do so); not harming or disrupting, or intending to harm or disrupt, an Visitor’s computer; not containing or being considered to contain ‘junk mail’, ‘spam’, ‘chain letters’, or ‘pyramid schemes’; and/or not attempting to manipulate services of others, including but not limited to ranking and reputation systems, interception of Visitor traffic (i.e. through cookie stuffing or other means)or collude with others to do any of the foregoing). 

1.3. Responsibilities. PARTNER shall ensure that each User utilizes its own unique log-in and password that are not shared with anyone. PARTNER shall remove User permission and access rights for each User no longer authorized by PARTNER to access PARTNER’s Account. Amber Wynn, Philanthrepreneur must be notified by PARTNER in writing immediately if PARTNER becomes aware of any unauthorized access or use of the 90 Days to a Profitable Nonprofit Course. PARTNER represents and warrants that it will use the 90 Days to a Profitable Nonprofit Course only in accordance with applicable laws, rules and regulations, including but not limited to Applicable Privacy and Data Security Laws. In no event will Amber Wynn, Philanthrepreneur be responsible or liable for defects, problems, or failures of products and/or software not provided by Amber Wynn, Philanthrepreneur or its agents; defects, problems or failure of the Internet; or any third party that PARTNER partners with (including but not limited to Advertisers). 

1.4. Consequences. Breach of these Section 1 license and use terms may result in suspension of a User’s access and use of the Products, or immediate termination of this Agreement. 

2. Ownership & Reservation of Rights. 

2.1 Amber Wynn, Philanthrepreneur Intellectual Property. Amber Wynn, Philanthrepreneur reserves all rights, title and interest in and to, as well as all Intellectual Property Rights in, the 90 Days to a Profitable Nonprofit Course subject to the limited, non-exclusive, revocable, access and use rights expressly provided for herein. All derivatives of, improvements to, or modification to the 90 Days to a Profitable Nonprofit Course are owned exclusively by Amber Wynn, Philanthrepreneur. PARTNER, on behalf of itself and its Users, acknowledges that the 90 Days to a Profitable Nonprofit Course is covered by or subject to Intellectual Property Rights owned or licensed by Amber Wynn, Philanthrepreneur (collectively, “Amber Wynn, Philanthrepreneur IP Rights”). Except for the license granted pursuant to Section 1, no license or other rights (express or implied) in or to the 90 Days to a Profitable Nonprofit or Amber Wynn, Philanthrepreneur IP Rights, are granted, assigned, licensed or

conveyed to PARTNER and/or its Users, and all such 90 Days to a Profitable Nonprofit Course and Amber Wynn, Philanthrepreneur IP Rights are hereby expressly reserved exclusively by Amber Wynn, Philanthrepreneur. Except as expressly provided for below in Section 9.5, all licenses in and to the 90 Days to a Profitable Nonprofit Course are non-transferable. PARTNER may not encumber, assert a claim to or ownership of, or adverse interest in, the 90 Days to a Profitable Nonprofit Course or any Amber Wynn, Philanthrepreneur IP Rights or any goodwill associated therewith. 

2.2 Advertiser Data. During PARTNER’s use and access of the 90 Days to a Profitable Nonprofit Course will provide PARTNER with access to Advertiser Data solely in relation to Partner’s performance of Partner Contracts. The Advertiser Data constitutes the Advertiser’s Confidential Information, and its use is subject to the terms of the Partner Contracts. 

2.3 Advertiser Relationships. PARTNER acknowledges and agrees that as between PARTNER and Amber Wynn, Philanthrepreneur will not be liable for any loss or Claim: (a) arising from any of the Advertiser Content, including but not limited any errors or omissions therein; or (b) incurred as a result of PARTNER and its Users use of, access to, or denial of access to the Advertiser Content. Amber Wynn, Philanthrepreneur may without notice or liability investigate (or not investigate) any complaints or suspected violations and/or compliance by PARTNER of this Agreement, applicable laws, rules or regulations, the Partner Contracts and/or PARTNER’s use of Advertiser Content, and may take any action that it believes, in its reasonable discretion, is appropriate, including, but not limited to, rejecting Actions, refusing to host, or removing any Advertiser Content, Advertiser Data, or restricting, suspending, or terminating PARTNER’s or any User’s access to or use of the Advertiser Content and/or 90 Days to a Profitable Nonprofit Course; however, Amber Wynn, Philanthrepreneur also reserves the right not to take any action. PARTNER is solely responsible for choosing Advertisers to work with and all aspects of those relationships. In no event will Amber Wynn, Philanthrepreneur be liable for Users’, PARTNER’s or any Advertiser’s acts, errors or omissions. From time to time, Amber Wynn, Philanthrepreneur may perform actions on behalf of Advertisers or PARTNER as needed to perform the 90 Days to a Profitable Nonprofit Course disclaims liability for such actions when undertaken by Amber Wynn, Philanthrepreneur in good faith and using a commercially reasonable interpretation of such instructions or as is reasonable to perform the 90 Days to a Profitable Nonprofit Course. Amber Wynn, Philanthrepreneur may also take actions that have a direct or indirect impact on Partner’s use of the 90 Days to a Profitable Nonprofit Course for the protection of or in the interests of the integrity and performance of the 90 Days to a Profitable Nonprofit Course, in Amber Wynn, Philanthrepreneur’s sole discretion. 

3. Payment of Compensation & Taxes

3.1 Payment. All Partner Compensation for compensable Events tracked by Amber Wynn, Philanthrepreneur or reported and/or recorded through the 90 Days to a Profitable Nonprofit Course must be paid by Advertisers through Amber Wynn, Philanthrepreneur in the Partner Contract currency, unless PARTNER elects within its Account to receive payment in another currency (which will be subject to processing, including associated costs and charges, via foreign exchange). Payment shall be made pursuant to the terms of each Partner Contract. In no event will Amber Wynn, Philanthrepreneur be liable to PARTNER for such compensation amounts unless full payment is made by the Advertiser to Amber Wynn, Philanthrepreneur of all amounts owed by the Advertiser to Amber Wynn, Philanthrepreneur, as well as all amounts owed to all of the Advertiser’s partners (including PARTNER). Amber Wynn, Philanthrepreneur may offset amounts owed by PARTNER to Advertisers (or Amber Wynn, Philanthrepreneur) from amounts credited to PARTNER’s Account as compensation under Partner Contracts. Compensation amounts maybe disqualified pursuant to Partner Contract terms, and if already paid out to PARTNER, Amber Wynn, Philanthrepreneur (on the Advertiser’s behalf) may seek return of compensation from PARTNER that was previously paid out, even after the effective date of termination. Payment of any amounts earned by Advertisers is subject to PARTNER complying with all relevant laws, rules and regulations, including those concerning tax form completion and meeting minimum thresholds for payment, which may vary based upon the payment method elected by PARTNER. If PARTNER does not accurately complete any such required forms as per the requirements of the relevant jurisdiction and/or Amber Wynn, Philanthrepreneur is unable to verify the information and/or documents submitted by PARTNER, amounts earned by PARTNER shall be subject to the Account Management Fees as per Section 3.3. 

3.2 Taxes. With respect to Partner Compensation and Amber Wynn, Philanthrepreneur fees (if any), PARTNER is solely responsible for any taxes, levies, duties or similar governmental assessments of any nature that are assessable by any jurisdiction whatsoever (collectively, “Taxes”). If Amber Wynn, Philanthrepreneur has a legal obligation to pay, withhold or collect Taxes for which PARTNER is responsible under this Agreement and/or the Partner Contracts, Amber Wynn, Philanthrepreneur will invoice PARTNER and PARTNER will pay that amount unless Amber Wynn, Philanthrepreneur is able to deduct such amount from PARTNER’s Account (i.e., from Partner Compensation credited to Partner’s Account), or if PARTNER provides Amber Wynn, Philanthrepreneur with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Amber Wynn, Philanthrepreneur is solely responsible for taxes assessable against Amber Wynn,  on Amber Wynn, Philanthrepreneur’s income, property and employees. All late charges, penalties or interest due to PARTNER’s late payment of Taxes invoiced to PARTNER are solely the responsibility of PARTNER. 

3.3 Fees & Account Management Fees. If Amber Wynn, Philanthrepreneur offers and PARTNER Requests (which may be by way of click-through) optional services of Amber Wynn, Philanthrepreneur for which there are fees, PARTNER is responsible for all such fees and they may be deducted from any Partner Compensation credited to PARTNER’s Account or invoiced to PARTNER and payable net thirty (30) days from PARTNER’s receipt. PARTNER is obligated to maintain accurate contact information on its Account, including providing Amber Wynn, Philanthrepreneur with the relevant tax identification information. If PARTNER does not keep such information up to date and Amber Wynn, Philanthrepreneur is unable to process compensation payments to PARTNER after six (6) months from when PARTNER was eligible to be paid, Amber Wynn, Philanthrepreneur will deduct a fee of Ten US Dollars($10) per month (“Account Management Fees”) unless and until PARTNER comes into compliance, or until the Account balance is zero. 

Term & Termination

4.1 General. This Agreement shall commence on the Effective Date and shall remain in force unless modified, superseded or terminated. PARTNER may terminate this Agreement upon written notice to Amber Wynn, Philanthrepreneur or stop using the 90 Days to a Profitable Nonprofit Course at any time. Amber Wynn, Philanthrepreneur may terminate this Agreement by written notice: (a) upon ten (10) days’ notice (a “Notice Period”) to PARTNER due to PARTNER’s and/or its Users’ breach of this Agreement if such breach is not cured prior to the end of the Notice Period (unless incurable, pursuant to Section 1.4 or if a repeated breach, then prior written notice is not required); (b) due to Amber Wynn, Philanthrepreneur’s continued delay or inability to provide the 90 Days to a Profitable Nonprofit Course or due to any cause(s) beyond Amber Wynn, Philanthrepreneur’s control (a “Force Majeure”); or (c) for any or no reason upon thirty (30) days prior written notice (a “Notice Period”). Termination is effective as of the end of the Notice Period (if prior written notice is required and the conditions for termination are met), or upon written notice in all other cases. 

4.2 Effect of Termination. Upon the effective date of termination, Amber Wynn, Philanthrepreneur shall cease providing access to and PARTNER shall cease all use of the 90 Days to a Profitable Nonprofit Course. Amber Wynn, Philanthrepreneur may seek return of Partner Compensation previously paid out, even after the effective date of termination, due to PARTNER’s non-compliance with this Agreement and/or the Partner Contracts. Post-termination obligations in Section 6.3 shall apply to each Party’s Confidential Information and/or the Data Protection Agreement with respect to Personal Data. 

Representations and Warranties 

5.1 Continuing Warranties/Disclaimers. PARTNER represents and warrants to that the statements contained in this Section 5 are true and correct as of the Effective Date and shall continue to be true and correct through the date of termination of this Agreement (unless stated otherwise). AMBER WYNN, PHILANTHREPRENEUR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED ORSTATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR USE AND FITNESS FOR A PARTICULAR PURPOSE.90 DAYS TO A PROFITABLE NONPROFIT PRODUCTS ARE PROVIDED “AS IS”. AMBER WYNN, PHILANTHREPRENEUR DOES NOT WARRANT THAT THE 90 DAYS TO A PROFITABLE NONPROFIT COURSE WILL RUN UNINTERRUPTED OR BE ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE 90 DAYS TO A PROFITABLE NONPROFIT COURSE OR AS TO ANY USABILITY OR AVAILABILITY OF ADVERTISERCONTENT, ADVERTISER DATA, OR PARTNER DATA PROCESSED BY AMBER WYNN, PHILANTHREPRENEUR IN NO EVENT WILL AMBER WYNN, PHILANTHREPRENEUR BE LIABLE FOR ACTS, ERRORS OR OMISSIONS OF THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS). 

5.2 Warranties: PARTNER represents and warrants that: (i) it has full power and authority to execute, deliver and perform its obligations under this Agreement, and will do so without conflict with any obligation, contract, lease, license, third party’s rights, applicable law or agreement to which PARTNER is a party or by which PARTNER is bound; (ii) in performance of this Agreement and its use of the 90 Days to a Profitable Nonprofit Course, PARTNER will comply with all applicable laws (including but not limited to Applicable Privacy and Data Security Laws); (iii) it has the right to transmit all PARTNER Data through the 90 Days to a Profitable Nonprofit Course; (iv) it will use the Advertiser Content and promote the Advertisers pursuant to the terms of this Agreement (including the Data Protection Agreement) and the Partner Contracts, and will not use Advertiser Content or promote the Advertiser in a way that infringes or misappropriates any third party’s Intellectual Property Rights or violates applicable law, rule or regulation; and, as applicable, (v) it has and will at all times comply with Applicable Privacy and Data Security Laws, including but not limited to making legally required notices to and/or obtaining any legally required consents from each Visitor for 90 Days to a Profitable Nonprofit, as a service provider of PARTNER, to Process the Visitor’s Personal Data pursuant to the Data Protection Agreement.

Confidentiality & Personal Data

6.1 Scope. The Receiving Party shall prevent disclosure of the Disclosing Party’s Confidential Information to anyone (including employees, contractors and agents) other than those with a need to know such Confidential Information for the purposes of this Agreement, and who are contractually obligated to keep Disclosing Party’s Confidential Information confidential. The Receiving Party may use the Disclosing Party’s Confidential Information only for the purposes permitted under this Agreement. Disclosure to third parties may be made only to those that the Disclosing Party has authorized such disclosure (including Advertisers for the purpose and/or prospect of Partner Contracts), and Confidential Information shall include information provided by Advertisers that is authorized for disclosure to PARTNER. The Receiving Party must use reasonable efforts to maintain the confidentiality of the Confidential Information, including steps to protect it as the Receiving Party takes to protect its own similarly valuable confidential and proprietary information, and in no event less than a reasonable standard of care. All Confidential Information, including, without limitation, all copies of Confidential Information exchanged under the Agreement, is and will remain the property of the Disclosing Party and/or Disclosing Party’s licensors. 

6.2 Compliance with Law. The Receiving Party may disclose Confidential Information that it is obligated to produce by law or other similar requirement of a governmental agency or a subpoena for the limited purpose required by a court or government agency, so long as the Receiving Party provides the Disclosing Party with written notice in advance of any such disclosure (unless prohibited by law or order), and complies with any applicable protective order or equivalent designed to protect the confidentiality of the Confidential Information. 

6.3 Continuing Obligations. Upon termination or expiration of this Agreement, the Receiving Party shall destroy the Disclosing Party’s Confidential Information, unless return of Confidential Information is requested in writing by the Disclosing Party within sixty (60) days after termination or expiration of the Agreement. Notwithstanding foregoing, the Receiving Party shall not be obligated to purge any Disclosing Party Confidential Information archived pursuant to the Receiving Party’s normal document retention practices, subject to the continuing obligations of Section 6.1 with respect to such not-readily accessible, archived Confidential Information. PARTNER Data Processed by Amber Wynn, Philanthrepreneur may be retained by Amber Wynn, Philanthrepreneur for as long as necessary to comply with its obligations under this Agreement and/or as permitted or required by applicable laws, rules and/or regulations. The obligations of confidentiality, non-use and non-disclosure of Confidential Information shall survive the expiration or termination of this Agreement. 

6.4 Personal Data. This Agreement is subject to the then-current Data Protection Agreement located at: https://fusion.com/legal/Data_Protection_Agreement.pdf, which is incorporated herein by this reference and each Party acknowledges acceptance of its terms. When use of the 90 Days to a Profitable Nonprofit Course requires Amber Wynn, Philanthrepreneur to Process Personal Data of Users and Visitors, such Processing will be done in accordance with the Data Protection Agreement.

Indemnity 

7.1Amber Wynn, Philanthrepreneur Indemnity. Amber Wynn, Philanthrepreneur (as an “Indemnifying Party”) agrees to indemnify, hold harmless, and defend (“Indemnify”) PARTNER, its officers, directors, employees, agents, successors and assignees of each (each a “PARTNER Indemnified Party”), from and against all Claims because of Amber Wynn, Philanthrepreneur’s violation of or failure to comply with Applicable Privacy and Data Security Laws. Amber Wynn, Philanthrepreneur’s indemnification obligations are subject to Section 7.3 and limited to the extent and percentage a Claim arises from PARTNER’s (i) breach of this Agreement and/or the Data Protection Agreement, (ii) negligence, (iii) illegal conduct, and/or(iv) willful misconduct. 

7.2 PARTNER Indemnity. PARTNER (as an “Indemnifying Party”) agrees to Indemnify, Amber Wynn, Philanthrepreneur Affiliates and each of their officers, directors, employees, agents, third party service providers (for products & services resold by Amber Wynn, Philanthrepreneur) and Advertisers, successors and assignees of each (each an “Amber Wynn, Philanthrepreneur Indemnified Party”), from and against all Claims because of: (a) PARTNER’s violation of or failure to comply with any applicable law, ordinance, regulation, rule or order (including but not limited to Applicable Privacy and Data Security Laws); (b) PARTNER’s breach of Section 6 (Confidentiality); and (c) PARTNER’s breach of any of its representations and warranties and/or terms in this Agreement. PARTNER 

7.3 Requirements. An Indemnifying Party’s obligation to Indemnify pursuant to this Section 7 is subject to (a) the Indemnified Party providing the Indemnifying Party with timely written notice of the Claim, (b) the Indemnified Party giving the Indemnifying Party the sole right to defend, compromise, and settle any such Claim (except where settlement would impose any cost or limitation on the Indemnified Party, or would admit fault by the Indemnified Party without the Indemnified Party’s consent), and (c) the Indemnified Party providing reasonable cooperation and assistance to the Indemnifying Party, at the Indemnified Party’s sole expense. Notwithstanding the foregoing, the Indemnified Party shall be entitled to participate in its own defense at the Indemnified Party’s own expense, although such participation does not reduce or relieve the Indemnifying Party’s obligations under this Section 7. 

Limitations of Liability

8.1 Disclaimers. Amber Wynn, Philanthrepreneur shall not be liable for: (a) PARTNER’s use of the 90 Days to a Profitable Nonprofit in breach of this Agreement (including but not limited to Section 1 and/or the Data Protection Agreement); (b) PARTNER’s and/or its Users acts, errors and omissions; (c) defects, problems, or failures of products, services and/or software not provided by Amber Wynn, Philanthrepreneur; and/or (d) defects, problems or failure of the Internet. PARTNER shall be fully responsible and liable to the fullest extent permitted under law for PARTNER’s misappropriation or breach of Amber Wynn, Philanthrepreneur’s Intellectual Property Rights or PARTNER’s obligations under Section 6 (Confidential Information & Personal Data), and for return or recoupment of all Partner Compensation paid out but unearned or generated in breach of this Agreement. For the avoidance of doubt, this Section 8 shall survive the termination of this Agreement. 

8.2 LIMITS. Amber Wynn, Philanthrepreneur’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THISAGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED TWENTY-FIVE THOUSAND US DOLLARS ($25,000). IN NOCIRCUMSTANCE WILL AMBER WYNN, PHILANTHREPRENEUR HAVE ANY LIABILITY TO PARTNER, ITS USERS, OR ANYTHIRD PARTY FOR ANY LOST PROFITS OR LOST REVENUES OR OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER INCONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT AMBER WYNN, PHILANTHREPRENEUR IS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES. THIS SECTION 8.2 DISCLAIMER DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, OR TO AMBER WYNN, PHILANTHREPRENEUR’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF AMBER WYNN, PHILANTHREPRENEUR. 

8.3 ALLOCATION OF RISK. THE ABOVE LIMITATIONS ON LIABILITY REFLECT THE PARTIES’AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIEDIN THIS SECTION 8 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED INTHIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. 

Miscellaneous

9.1 Independent Contractor: Amber Wynn, Philanthrepreneur is and shall remain an independent contractor of PARTNER and nothing herein shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the Parties. Neither Party shall have any authority to incur any obligations on behalf of the other Party or to make any promise, representation or contract of any nature on behalf of the other Party. 

9.2 Governing Law: The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of California without reference to its choice of law doctrine. Each Party shall be entitled to pursue any and all remedies that are available to it at law or equity in state or federal court in Los Angeles County, California. Each Party agrees that it shall not raise, and waives, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction. 

9.3 Entire Agreement: This Agreement and the Data Protection Agreement represent the entire understanding and agreement between the Parties that related to the subject matter hereof, and supersede any and all prior contracts, agreements, understandings or representations, whether written or oral. The Parties expressly agree that any confidentiality and non-disclosure agreement(s) executed between the Parties prior to the date of this Agreement are terminated and such terms are superseded by the terms of this Agreement. The Parties may agree to additional terms and conditions that are applicable to specific 90 Days to Profitable Nonprofit functionalities and/or services. Each of the Parties acknowledges that there are no other promises, representations, or warranties whatsoever, whether by a Party, its Affiliate, employee, contractor, officer director, agent or attorney of such Party, and acknowledges that it has not executed or authorized the execution of this Agreement in reliance upon any such promise, representation or warranty, that is not expressly contained in this Agreement.

9.4 Third Party BeneficiariesThis Agreement is made solely for the benefit of the Parties to this Agreement, Amber Wynn, Philanthrepreneur’s Affiliates and their respective permitted successors and assigns. Other than pursuant to a Party’s indemnification obligations (as applicable) and Affiliates, no other person or entity shall have or acquire any right, power or privilege by virtue of this Agreement, or have any benefit or interest, arising out of this Agreement. Any obligation of Amber Wynn, Philanthrepreneur may be performed by an Amber Wynn, Philanthrepreneur Affiliate, and the terms of this Agreement may be enforced by an Amber Wynn, Philanthrepreneur Affiliate. Amber Wynn, Philanthrepreneur may amend this Agreement (or any part thereof) upon written notice to PARTNER which may be through Partner’s Account or to the email address listed on PARTNER’s Account. Except as specifically provided for in the preceding sentence or otherwise in this Agreement, no alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on either Party except by written mutual agreement. 

9.5 Assignment: PARTNER may not assign this Agreement or delegate its duties to any third-party without the prior written consent of Amber Wynn, Philanthrepreneur, including but not limited to transfers to any successor in interest (such as in a merger, consolidation or sale of all or substantially all of the Party’s stock or assets). Amber Wynn, Philanthrepreneur may freely assign and transfer this Agreement and delegate its duties. This Agreement shall be binding upon, and shall inure to the benefit of, the Parties and their respective successors and permitted assigns. 

9.6 Notice: No notice required or permitted hereunder shall be valid unless given in writing and shall be deemed to have been validly given only if delivered as follows: (a) by Amber Wynn, Philanthrepreneur to PARTNER – within the messaging functionality of the 90 Days to a Profitable Nonprofit Course or at the email address listed on PARTNER’s Account; and (b) by PARTNER to Amber Wynn, Philanthrepreneur – by registered or certified mail, postage prepaid, return receipt requested, or commercial courier to: Christopher Rashad Global Holdings, Inc., 2851 West 120th Street, Suite 160  Attention: Legal Dept, Hawthorne, California, USA. Notice is effective upon receipt (or refusal to accept receipt), and, in the case of email notice, upon delivery. 

9.7 Survival/Severability: Except as otherwise provided herein, warranties and obligations contained herein shall survive termination of this Agreement, regardless of the reason for such termination, and shall continue in full force and effect. The provisions of this Agreement are severable, and if any clause or provisions hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision in this Agreement in any jurisdiction. Any such clause or provision held invalid or unenforceable, in whole or in part, to the extent permitted by law, shall be restricted in applicability or reformed to the minimum extent required for such clause or provision to be enforceable. 

9.8 Remedies/Waiver: Unless explicitly stated otherwise, each Party’s rights and remedies whether in contract, law or equity, are cumulative. Any waiver by either Party of any provision or condition of this Agreement shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, unless such waiver is expressed in writing and signed by the Parties. Delay in the enforcement of any remedy in the event of a breach of any term or condition, or in the exercise by either Party of any right, shall not be construed as a waiver of such remedy or right, unless the Agreement provides for a specific period of time for notice of breach or exercise of a right. 

9.9 Electronic Signatures/Interpretation. The Parties acknowledge that they have had an opportunity to review this Agreement, seek counsel regarding interpretation of its terms, and an opportunity to negotiate and make amendments to these terms. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. PARTNER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES ANDRECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PRODUCTS. Further, PARTNER hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means. 

9.10 Definitions. Capitalized terms used, but not otherwise defined herein, have the following meanings:

(a) “Account” means the password protected area within the Products that contains Partner’s contact information (including for notifications, that is required to be kept up-to-date by PARTNER), and that contains a ledger account with balance information regarding compensation amounts owed to PARTNER by Advertisers.

(b) “Actions” or “Events” means each occurrence, such as a click, lead, install, impression or other action, identified in the Partner Contract that is tracked by or reported to and recorded by Amber Wynn, Philanthrepreneur and/or for which PARTNER is compensated pursuant to the terms of the Partner Contracts.

(c) “Advertiser” means each entity with whom the PARTNER enters into a Partner Contract.

(d) “Advertiser Content” means an Advertiser’s advertising materials in any form or format, such as visual, written or audible communications, files, documents, videos, recordings, and that is made available to PARTNER through or for the provision of the 90 Days to a Profitable Nonprofit Course.

(e) “Advertiser Data” means confidential or proprietary data supplied by the Advertiser or Visitors or generated through the 90 Days to a Profitable Nonprofit Course as a result of Visitors’ interactions with Advertiser Content and their resulting Actions. PARTNER

(f) “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with Amber Wynn, Philanthrepreneur Control in this context (including its correlative meanings) means direct or indirect possession of the power to direct or cause the direction of the management and policies of such entity, whether through ownership or control of more than 50% of the voting interests of the subject entity, by contract or otherwise.

(g) “Applicable Privacy and Data Security Laws” means any and all privacy, security, and data protection laws, rules and regulations of any applicable jurisdiction, that are applicable to the collection, processing, storage, protection and disclosure of Personal Data..

(h) “Claims” means all third party alleged or actual actions, causes of action (of any nature or type), personal injury, claims, damages, demands, disbursements, judgments, legal proceedings, liability, losses, property damage, settlement payments, costs or expenses (including attorneys’ fees and costs).

(i) “Confidential Information” means all information or material, whether past, present or future, and whether in oral, written, digital, electronic or other form, that is of or concerning a “Disclosing Party” (Party providing the information or whom the information is about) which is disclosed to or learned by a “Receiving Party” (Party receiving or learning the information),that relates in any way to, or is about, the Disclosing Party, its financial data, business plans, pricing, methods, methodologies, processes, lists, intellectual property rights, customer information, products, services, information technology, software user interfaces, programs, research, development and/or marketing strategies, whether or not such information and materials are marked or identified as “confidential”; provided that “Confidential Information” shall not include information which is: (i) approved for release or released by the Disclosing Party for public disclosure; (ii) becomes known publicly through no fault of the Receiving Party; (iii) is lawfully obtained from a third-party free of restrictions on disclosure; (iv) is already known to the Receiving Party; or (v) is developed by or for the Receiving Party independent of the Disclosing Party’s Confidential Information; or (vi) is released without restriction by the Disclosing Party.

(j) 

(k) “Amber Wynn, Philanthrepreneur” means Christopher Rashad Global Holdings, Inc., a California corporation, with its principal place of business at 2851 West 120th Street, Suite 160, Hawthorne, California USA.

(l) “90 Days to a Profitable Nonprofit Course” means the products, services, platform, documents, software, works of authorship, inventions, technology, hardware, processes, algorithms, user interfaces, know-how, trade secrets, techniques, designs, and other tangible or intangible technical material or information of Amber Wynn, Philanthrepreneur, including statistical data and metrics concerning any of the foregoing.

(m) “Intellectual Property” means any product of the human intellect that the law protects from unauthorized use by others, and “Intellectual Property Rights” means any and all right, title and interest in Intellectual Property existing as of the Effective Date or at any time thereafter, worldwide, including all patent, patent application, copyright, trademark, tradename, service mark, service name, trade secret or other proprietary right arising or enforceable under any applicable law, rule, or regulation.

(n) “PARTNER” means the individual or entity that enters into this Agreement with Amber Wynn, Philanthrepreneur and does not include (and these terms are void and 90 Days to a Profitable Nonprofit Course may not be used by) individuals under the age of 18 years old as well as competitors of, orthose using the 90 Days to a Profitable Nonprofit Course to compete with, Amber Wynn, Philanthrepreneur.

(o) “PARTNER Data” means the Personal Data if any that is provided by PARTNER or Visitors (or Processed by Amber Wynn, Philanthrepreneur about Visitors that visit or use PARTNER’s website(s) or other promotion methods and means, and that interact with Advertiser Content promoted by PARTNER in accordance with the terms of this Agreement and the Partner Contracts.

(p) “Partner Contract(s)” means the terms and conditions entered into with an Advertiser with respect to promotion of the Advertiser or Advertiser Content, including compensation and other details (such as permitted use, prohibited use, etc.), and that are implemented through the90 Days to a Profitable Nonprofit Course.

(q) “Personal Data” has the meaning given to it in Applicable Privacy and Data Security Laws, and that is Processed by Amber Wynn, Philanthrepreneur and relates to, describes, is capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular natural person, whether on its own or in the aggregate with other information Processed by Amber Wynn, Philanthrepreneur, and excludes anonymous or anonymized information.

(r) “Process(ing)” means any operation or set of operations that is performed by Amber Wynn, Philanthrepreneur and/or 90 Days to a Profitable Nonprofit Course, whether by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, performance, disclosure by transmission, dissemination or making available (including making available to view), transfer, alignment or combination, blocking, erasure or destruction.

(s) “Users” means individuals who are authorized by PARTNER to use the 90 Days to a Profitable Nonprofit Course on behalf of PARTNER, and that set up user unique identifications/logins and passwords. A “User” may not be a competitor of or compete with Amber Wynn, Philanthrepreneur. PARTNER may not authorize third parties as a “User”.

(t) “Visitor” means an individual that is a consumer or customer/prospective customer of and that interacts with Advertiser Content, such as clicking on a text link or banner, filling out the Advertiser’s lead form, making a purchase from the Advertiser, etc. 

EACH PERSON EXECUTING THIS AGREEMENT ON BEHALF OF AN ENTITY REPRESENTS ANDWARRANTS THAT HE OR SHE HAS COMPLETE AND FULL AUTHORITY AND CAPACITY TOACT ON BEHALF OF THAT ENTITY. SUCH PERSON AGREES TO INDEMNIFY, DEFEND AND HOLD AMBER WYNN, PHILANTHREPRENEUR AND ITS AFFILIATES HARMLESS IN THE EVENT THAT THE PERSON WASNOT AUTHORIZED. 

Confidential Information of Christopher Rashad Global Holdings, Inc. (dba Amber Wynn, Philanthrepreneur) updated March 12,2024.

Master Campaign Agreement

1. Introduction

1.1 This” Master Campaign Agreement” together with Schedule 1 and any applicable EIOs (collectively the “Agreement”) is between you, hereinafter referred to as “Advertiser” and/or “Media Partner” (each a “Participant”) to utilize the platform currently located at www.Fusion.com (the “Platform”) owned and operated by Amber Wynn, Philanthrepreneur.

1.2 The Participants shall agree to specific terms of engagement in individual “Electronic Insertion Order(s)” (“EIO”). EIOs contain any supplemental terms and conditions agreed between the Participants and are created using the “Insertion Order” function on the Platform. The EIOs shall specify the actions (“Actions”) and qualifying parameters that entitle Media Partner to compensation from the Advertiser (“Payouts”). Amber Wynn, Philanthrepreneur shall be a facilitator for the relationship between Advertisers and Media Partners and shall not be an active party to the Agreement. Accordingly, the terms of the EIOs are strictly between Media Partner and Advertiser.

2. Entering into Electronic Insertion Orders

2.1 The Participants acknowledge and agree that: either Participant may propose an EIO in the “Insertion Order” section of the Platform interface and that the Platform’s functionality may then be used by either of them to decline, retract or further modify an EIO before acceptance. If the parties utilize other forms of insertion orders, then Schedule 1 must reflect this occurrence and the Participants are responsible for implementing the appropriate settings on the Platform to conform with such agreed upon terms.

2.2 Media Partner makes no guarantee or representation that it will generate any Action(s). Except as provided for in any EIO, if at all, Advertiser makes no guarantee or representation that the Media Partner will be successful in earning any Payouts.

3. Term and Termination

3.1 EIOs: Each individual EIO shall continue until the earlier of: (a) the expiration of it; or (b) a Participant terminating the EIO pursuant to the terms of the Agreement.

3.2 Consequences of Termination: On the expiration or earlier termination of each EIO:

(a) the Media Partner shall refund the Advertiser any monies, if any, in relation to unfulfilled obligations that the Advertiser has paid the Media Partner in advance in relation to an EIO;

(b) the Advertiser shall remain obligated to compensate the Media Partner for Payouts earned prior to the expiration or termination of the EIO;

(c) the Media Partner shall immediately discontinue the use of any materials provided by the Advertiser (the “Creative”);

(d) license to the Creative shall terminate; and

(e)each Participant shall either destroy or promptly return to the other Participant all copies in whatever medium of the other’s Confidential Information. 

4. Intellectual Property and Confidential Information

4.1 License. Pursuant to the terms herein, the Advertiser grants to the Media Partner for the duration of each EIO a revocable, non‑exclusive, non-transferable, world-wide, royalty-free license to use the Creative solely to the extent necessary to perform its obligations herein. 

4.2 Promotional Methods. Unless explicitly authorized in an EIO, Media Partner shall not promote a Creative using the following means:

(a) provision of leads obtained other than through intended consumer (“End User”) action (e.g. through the use of phone books, or similar such compilations of personal data);

(b) use of fake redirects, automated software, or other mechanisms to generate Actions;

(c) Actions that are not in good faith, such as those using any automated device, robot, Iframes or hidden frames; or

(d) the use of incentives to procure Actions from End Users.

4.3 Intellectual Property: “Intellectual Property” means trademarks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created). All Intellectual Property existing prior to the commencement date of each EIO shall belong to the Participant that owned such rights immediately prior to such date. Each Participant acknowledges and agrees that it shall not acquire or claim any title to the other Participant’s Intellectual Property.

4.4 Confidential Information. “Confidential Information” means all confidential information and data, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, and margins. A Participant receiving Confidential Information (“Receiving Party”) from the other Participant (“Disclosing Party”) agrees to (a) hold all Confidential Information in confidence and protect it with the same degree of care with which the Receiving Party protects its own Confidential Information; (b) use such Confidential Information only for the purposes of this Agreement and as permitted by this Agreement;(c) not copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement; and (d) restrict disclosure of such Confidential Information solely to those employees and agents with a need to know such Confidential Information for the purposes of this Agreement and who are bound inwriting to protect the same. The foregoing obligations shall not apply to any information designated as confidential if, prior to any release of such information, such Confidential Information: was already known to the Receiving Party, free of any obligation to keep it confidential; is or becomes publicly known through no wrongful act of the Receiving Party; is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; was received from a third party without any restriction on confidentiality; was disclosed to third parties by the Disclosing Party without any obligation of confidentiality; or is approved for release by prior written authorization of the Disclosing Party. If the Receiving Party receives a request pursuant to a court order, governmental body request or other legal process to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and reasonably assist the Disclosing Participant in obtaining a protective order requiring that any portion of the Confidential Information required to be disclosed be used only for the purpose for which a court issues an order or as otherwise required by law. Each Participant shall bear its own legal expenses in connection therewith. 

5. Representations, Disclaimers and Indemnification

5.1 Representations and Warranties:

(a) Each Participant warrants, represents and undertakes that: 

5.2 Indemnification: Each Participant (“Indemnitor”) shall defend, indemnify and hold the other Participant and its respective shareholders, directors, officers, employees, subcontractors and agents (“Indemnitee”) harmless against all claims, suits, costs, damages liabilities, expenses (including reasonable attorney’s fees),settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for the Indemnitor’s breach of this Agreement, provided that: (a) Indemnitee notifies Indemnitor in writing within a commercially reasonable time after its receipt of notice of any Claim; (b) Indemnitor has sole control of the defense and all related settlement negotiations (except that the Indemnitor shall not settle any Claim in any manner which would admit fault by the Indemnitee without Indemnitee’s reasonable consent); and (c) Indemnitee provides Indemnitor with reasonable assistance, information and authority necessary to perform its obligations under this Section. Indemnitee may participate in the defense of a Claim at Indemnitee’s expense, and such participation shall not waive or reduce any obligations on the Indemnitor under this Section.

5.3 Limitations of Liability: 

(a) Nothing below shall operate to exclude or limit liability for which liability cannot be excluded or limited under law (together the “Excluded Losses”).

(b) Except in respect of the Excluded Losses, the liability of each Party to any other Party in contract, tort (including negligence or breach of statutory duty, misrepresentation of common law or statutory cause of action or otherwise arising by reason of or in connection with this Agreement and each EIO shall be limited to the Payouts fees paid by Advertiser to Media Partner through Amber Wynn, Philanthrepreneur pursuant to EIOs.

(c) Except in respect of the Excluded Losses, neither Party shall be liable to the other in contract, tort (including negligence) or otherwise for any: any loss of actual or potential profits, contracts or customers; loss of data and undertaking data or other restoration; loss of reputation; any other indirect, consequential, special, punitive, exemplary damages whether arising from negligence, breach of contract or otherwise. 

6. General

6.1 Waiver of Remedies: No forbearance or delay by either Participant in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of that Participant nor shall any waiver of its rights operate as a waiver of any subsequent breach. No right, power or remedy herein conferred upon or reserved for either Participant or available by law is exclusive of any other right, power or remedy available to that Participant and each such right, power or remedy shall be cumulative.

6.2 Assignment: Either Participant may assign any or all of its rights under this Agreement, or transfer or sub-contract any or all of its obligations under this Agreement, upon notification to the other Participant, subject to the non-assigning Participant’s right to terminate.

6.3 Audit rights: Each Participant agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the term of this Agreement and for a period of one (1) year thereafter. Copies of such records shall be made available to the other Participant upon written request. 

6.4 Notices: All notices which are required to be given under this Agreement shall be in writing. Notices of termination of an EIO by Advertiser for convenience shall be made via the Platform. All other notices shall be sent to the postal address or facsimile number of the Participant as provided via the Platform, as such address may be updated from time to time. Any such notice may be delivered personally or by first class pre-paid letter (or by airmail if overseas) or by facsimile transmission, and shall be deemed received, when delivered (if by hand); or if by mail five (5) days after deposit in mail, if by facsimile transmission, when successfully dispatched in full. 

7. General

7.1 Force Majeure: “Force Majeure” means circumstances beyond the reasonable control of a Participant, including but not limited to acts of God, war, terrorist action, fire, flood, governmental act Internet or other telecommunications failure. Neither Participant shall be liable to the other Participant for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a Participant becomes aware of a Force Majeure event, such Participant shall immediately notify the other Participant in writing. If the event of Force Majeure continues period in excess of three (3) weeks, then either Participant may terminate this Agreement by written notice to the other Participant with immediate effect.

7.2 Entire Agreement: This Agreement represents the entire understanding and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein and may be amended only in writing and executed by both parties. Each party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.

7.3 Electronic Signatures: Each party acknowledges and agrees that by clicking-through acceptance of this Agreement; it is submitting an authorized electronic signature and entering into a legally binding contract. Further, each party hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

7.4 Severability: If any provision in this Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then that provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected. The parties shall in good faith attempt to modify any invalidated provision or part to carry out the parties’ stated intentions.

7.5 Survival: All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.

7.6 Relationship of the Parties: The relationship of the Participants is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them. Neither Participant shall have the power to bind the other or to create a liability against the other in any way. 

Schedule 1

General Terms and Conditions

This Schedule 1 applies as between Advertiser and Media Partner unless superseded in whole or part by written agreement executed between them.

1. Tracking Actions and Calculating Payouts: Unless an EIO states otherwise, all tracking and payment processing facilities in relation to the tracking of Actions and calculation of Payouts shall be provided by Amber Wynn, Philanthrepreneur. Amber Wynn, Philanthrepreneur shall aggregate payments due from Advertisers to the Media Partner and make payments to the Media Partner in accordance with each EIO. If tracking is disabled as a result of the Advertiser’s acts or omissions and the Advertiser continues to receive traffic from the Media Partner, then the Advertiser shall be obliged to pay Payouts on a fair and reasonable basis taking into account appropriate factors.

2. Chargebacks: Actions can be cancelled or returned by the Advertiser (“Chargeback”) if: (a) an Action is incomplete; (b) if a customer has cancelled or returns an Action; (c) if an Action has been made fraudulently or in an otherwise non-bona fide manner; (d) if an Action is carried out by a person who is outside the area serviced by the Advertiser; or (e) if the Advertiser is unable to ship goods to a customer in relation to an Action. Each EIO shall state the period of time within which the Advertiser may apply a Chargeback.

3. Governing Law and Venue: Unless the Parties mutually agree otherwise in writing, this Agreement, Schedule 1 and each EIO shall be governed by the laws of the State of California and such state shall be the sole and exclusive forum or any disputes under this Agreement. A Participant that primarily prevails in an action brought under this Agreement is entitled to recover from the other Participant its reasonable attorneys’ fees and costs.

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