MEMBERSHIPS
Usage of SplinkMe.com services is subject to full compliance with the rules and regulations set forth in this User Agreement. 

SplinkMe L.L.C. reserves the right to refuse membership to any party or member at any time based on SplinkMe L.L.C.’s sole discretion.

INTRODUCTION
SplinkMe L.L.C. ("SplinkMe") provides you, and, if applicable, your affiliates, access to its online marketplace at www.Splinkme.com ("Marketplace"), which allows Businesses (“Sponsors”) and Niche Leaders (“Influencers”) to create unique personal profiles online in order to find and communicate with other Members for marketing partnerships, (the "Service") subject to your acceptance of, and compliance with, these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply.

In this Terms of Service, (i) "Sponsor" means collectively any entity or person who participate(s) in the Services provided by SplinkMe and deposits money into the Marketplace, and (ii) "Influencer" means collectively any entity or person who participate(s) in the Services provided by SplinkMe and receives compensation for Service, and (iii) "Affiliate" means any entity or person that directly or indirectly controls any Sponsor or Influencer, and the term "control" with regard to this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, and (iv)"Visitor" means any person or entity  that simply browses the SplinkMe Website, or otherwise use the SplinkMe Services without being registered.  Sponsor, Influencer,  Affiliate, and Visitor heinafter may sometimes be collectively referred to as “User".  By using the SplinkMe Services, you agree to be bound by this Agreement. 

OPPORTUNITIES
Participating Sponsors create and post ("Opportunities") in the Marketplace located on the SplinkMe site, which offers Influencers the chance to receive compensation from the Sponsor in exchange for marketing services that comply with the requirements set forth in the Opportunity.

Each Opportunity contains a description of the desired task (herein referred to as the "Requirements") and the compensation to be paid by the Sponsor. The Sponsors are solely responsible for the execution of their Opportunities and for the payment of any identified compensation to the Influencer.

POST DISPUTES
Sponsor agrees that so long as an Influencer has met the requirements as outlined in your Opportunity you, as a sponsor, will not deny payment to the Influencer who you have contracted with. Payment will be made to the Influencer unless the Influencer has violated the terms of this Agreement or the specific terms of your Opportunity as stated in writing.

FULFILLMENT OF COMPENSATION
Influencer acknowledges and agrees that the obligation to compensate Influencer for Opportunity-related activities resides with the Sponsor, not SplinkMe. SplinkMe merely facilitates such compensation on behalf of the Influencer. Influencer waives any and all claims or rights of action against SplinkMe relating to the failure of a Sponsor to compensate Influencer in connection with a Opportunity-related service. In addition, Influencer acknowledges that Influencer is: (i) not an employee of SplinkMe, (ii) responsible for the payment of all federal, state and local taxes on compensation received from a Sponsor, (iii) responsible for any reporting requirements imposed by the federal, state or local government, and (iv) responsible for compliance with all other applicable laws and regulations.

FEES
When Sponsor pays an Influencer through the Site, SplinkMe deducts the following amounts: (1) the “Service Fee” that SplinkMe earns for creating, hosting, maintaining, and providing the Site, and for all services delivered by SplinkMe that are accessible through the Site, and (2) the “Payment Processing Fee”.  All fees are non-refundable, whether or not Services were satisfactorily completed.

PERIOD OF EXCLUSIVITY

Sponsors: By visiting or using the Site you agree to use SplinkMe to make all payments to Influencers you identify on the Site, so that SplinkMe can collect its Service Fee. You acknowledge and agree that SplinkMe earns its Service Fee on all payments you make to an Influencer in the first 6 months after you identify the Influencer through the Site, regardless of whether you make the payments through SplinkMe or not. You agree not to take any action directly or indirectly to circumvent these fees. After 6 months, our Service Fee applies only if the payment is made through the Payment Service. 

As a Client, you also agree to notify SplinkMe immediately if your Influencer solicits payment from you outside the Site.

Influencers: By visiting or using the Site, or by communicating with Sponsors identified through the Site, you agree to use SplinkMe to receive all payments from Sponsors you identify on the Site, so that SplinkMe can collect its Service Fee. You acknowledge and agree that SplinkMe earns its Service Fee on all payments you receive from a Sponsor in the first 6 months after you identify the Sponsor through the Site, regardless of whether you receive the payments through SplinkMe or not. You agree not to take any action directly or indirectly to circumvent these fees. After 6 months, our Service Fee applies only if the payment is made through the Payment Service. 

As an Influencer, you also agree to notify SplinkMe immediately if your Sponsor seeks to pay you outside the Site.

Opt-Out: Notwithstanding the foregoing, if the Sponsor pays the Opt-Out fee and SplinkMe notifies both Sponsor and Influencer that the Opt-Out option has been exercised for that Influencer, then the Sponsor has the right to pay that Influencer outside the Site.

THIRD-PARTY CONTENT
SplinkMe has no editorial control over content posted by Users on the Site and is not responsible for and does not monitor such content for accuracy or reliability. SplinkMe does not confirm or verify whether an Influencer has the expertise, or is qualified or licensed to provide the Sponsor Services or advice being requested.

SPONSOR AND INFLUENCER ELIGIBILITY
You must be sixteen (16) years or older to register as a Sponsor or Influencer in the SplinkMe Marketplace. By registering in the SplinkMe Marketplace, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information.  SplinkMe accounts are not transferable, assignable or resalable under any circumstances.

UNAUTHORIZED USE
 Any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited.

PROVISION OF SERVICES
SplinkMe may modify this Agreement from time to time and such modification shall be effective upon posting by SplinkMe on the SplinkMe Website.  Your continued use of the SplinkMe Services after SplinkMe posts a revised Agreement signifies your acceptance of the revised Agreement.  It is therefore important that you review this Agreement regularly to ensure you are updated and fully informed as to any changes.

REPRESENTATIONS AND WARRANTIES
SplinkMe reserves the right, in its sole discretion, to reject, refuse to post or remove any posting, or to deny, restrict, suspend, or terminate your access to all or any part of the SplinkMe Services at any time, for any or no reason, with or without prior notice or explanation, and without liability.  SplinkMe expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the SplinkMe Services if SplinkMe determines, in its sole discretion, that you have violated this Agreement or pose a threat to SplinkMe and/or its Users. 

Sponsors and Influencers participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of SplinkMe services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or blog: (a) do not violate any law, statute, ordinance, treaty, regulation, or SplinkMe policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by SplinkMe, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including the CAN-SPAM Act of 2003.

TRADEMARKS
SplinkMe ™ and other SplinkMe graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of SplinkMe in the U.S. and/or other countries. SplinkMe's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion. The images and icons available on our media page may be used by partner and third party sites in connection with journalistic promotion of our services; commercial applications are forbidden except where pre-approved in writing.

MODIFICATIONS TO SERVICE
SplinkMe reserves the right to modify or discontinue the Service with or without notice to User. SplinkMe shall not be liable to User or any third party should SplinkMe exercise its right to modify or discontinue the Service.

USER ACCOUNT, PASSWORD, AND SECURITY
Once you become a member of the Service, you are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities which occur under your account. Sponsor and/or Influencer agree to immediately notify SplinkMe of any unauthorized use of User's account or any other breach of security known to User.

DISCLAIMER OF WARRANTIES
USER EXPRESSLY AGREES THAT USE OF THE SERVICE IS AT USER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPLINKME EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SPLINKME MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES SPLINKME MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

USER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER'S OWN DISCRETION AND RISK AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. SPLINKME MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM SPLINKME OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY
SPLINKME SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASE OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF SPLINKME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NO RESALE OR COMMERCIAL USE OF THE SERVICE
User's right to use the Service is personal to User. Sponsor and/or Influencer agrees not to resell commercial use of the Service, without the express consent of SplinkMe.

INDEMNIFICATION
User agrees to indemnify and hold SplinkMe, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User's use of the Service, the violation of this agreement by User, or the infringement by User, or other user of the Service using User's computer, of any intellectual property or other right of any person or entity.

TERMINATION
Either User or SplinkMe may terminate the Service with or without cause at any time and effective immediately. SplinkMe shall not be liable to User or any third party for termination of Service.

Should User object to any terms and conditions of the agreement or any subsequent modifications thereto or become dissatisfied with the Service in any way, User's only recourse is to immediately: (1) discontinue use of the Service; (2) terminate Service membership; and (3) notify SplinkMe of termination.

Upon termination of the Service, User's right to use the Service and Software immediately ceases. User shall have no right and SplinkMe will have no obligation thereafter to make any unpaid payments to User or any third party.

NOTICE
All notices to a party shall be in writing and shall be made either via email or conventional mail. SplinkMe may broadcast notices or messages through the Service to inform User of changes to the agreement, the Service, or other matters of importance; such broadcasts shall constitute notice to User.

 It is your responsibility to ensure that your e-mail address and any other contact information you provide to SplinkMe is updated, current and correct.

LAWS
The agreement shall be governed by and construed in accordance with the laws of the state of Michigan, excluding its conflict of law provisions. User and SplinkMe agree to submit to the exclusive jurisdiction of the courts of the state of Michigan.

If any provision(s) of the agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

SplinkMe’s failure to exercise or enforce any right or provision of the agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by SplinkMe in writing.

User and SplinkMe agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The section titles in the agreement are solely used for the convenience of the parties and have no legal or contractual significance

ELECTRONIC SIGNATURES EFFECTIVE
The Agreement is an electronic contract that sets out the legally binding terms of your use of the SplinkMe Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.

MISCELLANEOUS
The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and SplinkMe regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. SplinkMe shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Sponsor or Influencer are employees of SplinkMe. Neither SplinkMe, Sponsor or Influencer shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign, or delegate any right or duty under the Agreement without SplinkMe's prior written consent.