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Terms and Conditions

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FranShares, Inc. Terms *
FRANSHARES AFFILIATE AGREEMENT
Last Updated: January 19th, 2022

THIS AFFILIATE AGREEMENT (“Agreement”), effective as of the earlier of the date of acceptance of these terms or of completion of the account registration process (“Effective Date”), is entered into by and between FranShares, Inc. (“FranShares”) and the individual or the legal entity identified during the account registration process (“Affiliate”). 

FranShares is the future of passive investment, offering users the ability to invest directly in proven franchises and generate passive income with as little as $500. Users select their favorite franchises, choose how much money to invest, and manage their diversified investment portfolios. 

Affiliate is either (i) an individual who has obtained notoriety and cultivated a distinct brand and social media identity and following through Affiliate’s personal and professional activities (“Influencer”); or (ii) a legal entity which offers a publication that provides information and promotes products or services to its customers through a website and/or application (“Publication”). 

FranShares desires to retain the services of Affiliate to develop content for and to advertise and promote FranShares (“Service(s)”) in accordance with this Agreement. BY CLICKING ON THE “I ACCEPT” BUTTON OR COMPLETING THE ACCOUNT REGISTRATION PROCESS, AFFILIATE REPRESENTS THAT (1) AFFILIATE HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE AGREEMENT, (2) AFFILIATE IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FRANSHARES, AND (3) AFFILIATE HAS THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE LEGAL ENTITY IDENTIFIED DURING THE ACCOUNT REGISTRATION PROCESS, AND TO BIND THAT LEGAL ENTITY TO THE AGREEMENT. IF AFFILIATE DOES NOT AGREE TO BE BOUND BY THE AGREEMENT, AFFILIATE SHALL NOT RECEIVE OR BE ENTITLED TO ANY OF THE RIGHTS SET FORTH IN THIS AGREEMENT.

Services. Beginning as of the Effective Date and continuing throughout the Term, Affiliate will provide the Services in a competent manner to the best of Affiliate’s ability, which Services may include, without limitation, the creation and furnishing of voice, photos, videos, performance or other likenesses, quotes, approved biographical data, articles, reviews, posts and other content (including other social media content) authored by or on behalf or for the benefit of Affiliate (“Affiliate Works”). Prior to Affiliate’s publication or distribution of any Affiliate Works, FranShares shall have the right to review and approve such Affiliate Work, such approval not to be unreasonably withheld, provided that Affiliate Works which have been previously approved by FranShares in the same or a substantially similar form shall not be subject to an additional period of review. Affiliate will comply with any scripts and reasonable instructions, suggestions, or recommendations FranShares may give Affiliate in connection with the rendition of the Services.

Commissions

Basis of Commission. Subject to Affiliate’s acceptance of and compliance with the terms of this Agreement, Affiliate will be entitled to a one hundred U.S. Dollar ($100) commission on each Referred FranShares User. For the purposes of this Agreement, “Referred FranShares User” means a user of the FranShares platform that has (i) followed a unique hyperlink placed on Affiliate’s website or social media account which directs to FranShares’ user registration page on the FranShares website (“Referral Hyperlink”); (ii) completed the new user registration process using the Referral Hyperlink and opened a valid account with FranShares; and (iii) funded such new account with at least five hundred U.S. Dollars ($500). For the avoidance of doubt, Referred FranShares User does not include any users with whom FranShares has a prior relationship. No commissions will be paid other than as described in this Section 2.1 unless otherwise agreed in writing by FranShares in its sole discretion. In the event FranShares changes its commission structure during the Term, FranShares will provide Affiliate with notice thereof, at least sixty (60) days before the change will take effect, and Affiliate may terminate in accordance with Section 7.2 in the event Affiliate does not want to continue this Agreement under the modified commission structure. In addition, FranShares may offer special commission promotions from time to time, and will advise Affiliate of any such promotions for which Affiliate is eligible.

Payment Terms. The commission on a given Referred FranShares User will be due and payable within thirty (30) days after the end of any calendar month in which commissions owed to Affiliate pursuant to Section 2.1 are at least two hundred U.S. Dollars ($200) (“Minimum Threshold”). If the commissions due to Affiliate in connection with this Agreement does not reach the Minimum Threshold in a given month, any commission balance will be rolled over to the following month which will continue to occur until the Minimum Threshold is reached. Payment of commissions will be subject to all applicable governmental regulations and rulings, including the withholding of any taxes required by law.

Commission Charge-Back. FranShares may, in its sole discretion, grant refunds to its users. In each such case, FranShares may charge back to Affiliate’s account any commissions previously paid or credited to it with respect to such refunds.

Statements. FranShares will submit to Affiliate periodic statements of the commissions due and payable to Affiliate under the terms of this Agreement.

Post-Termination Commissions. Upon any termination of this Agreement, (except for termination by FranShares for a material breach of this Agreement by Affiliate), FranShares shall continue to pay Affiliate in accordance with this Section 2 for any users which qualify as Referred FranShares Users prior to sixty (60) days after the date of termination. 

Licenses 

FranShares Marks. FranShares grants to Affiliate the right and license to use the trademarks, service marks, trade names and logos of FranShares (“FranShares Marks”) in connection with fulfilling Affiliate’s obligations under this Agreement. All uses of the FranShares Marks will comply with FranShares’ branding requirements and will inure to the benefit of FranShares. Prior to Affiliate’s publication or distribution of any FranShares Marks, FranShares shall have the right to review and approve the use of such FranShares Marks, such approval not to be unreasonably withheld, provided that FranShares Marks which have been previously approved by FranShares in the same or a substantially similar form shall not be subject to an additional period of review. In the event that FranShares reasonably objects to the use of any FranShares Mark by Affiliate, FranShares may revoke Affiliate’s rights thereto and Affiliate will promptly cease using the FranShares Marks in the manner objected to by FranShares.

Affiliate Marks. Affiliate grants to FranShares the right and license to use the trademarks, service marks, publicity rights, privacy rights, names, images, likenesses, biographical details, indicia of identity, and logos of Affiliate (“Affiliate Marks”) in connection with FranShares’ advertisement and promotion of itself and its products and services, as well as in connection with exercising FranShares’ rights hereunder. All uses of the Affiliate Marks will inure to the benefit of Affiliate. Affiliate further hereby grants FranShares the right throughout the Term to @mention, tag, link to, or otherwise interact with Affiliate’s social media accounts, websites, and applications from which Affiliate Works are published in connection with the Services. In the event that Affiliate reasonably objects to the use of any Affiliate Mark by FranShares, Affiliate may revoke FranShares’ rights thereto and FranShares will promptly cease using the Affiliate Marks in the manner objected to by Affiliate.

License to Affiliate Works 

Influencer License. If Affiliate is an Influencer, this Section 3.3.1 applies and Section 3.3.2 is void. Affiliate hereby grants to FranShares a non-exclusive, worldwide, perpetual, irrevocable right and license to archive, copy, modify, distribute, publicly display, edit, translate, and reformat the Affiliate Works, including, without limitation, the right to do each of the foregoing with respect to any names, likenesses, and biographical information of any persons or locations embodied therein, in any and all digital and print media now known or hereafter devised, without compensation, permission or notification to Affiliate or any third party. Without limiting the foregoing, FranShares shall have the right to like, favorite, retweet, share, repost, redistribute, syndicate, link to, amplify (including using paid promotion or whitelisting) or otherwise utilize all Affiliate Works and content described or contemplated therein in any manner enabled by the applicable platform. 

Publication License. If Affiliate is a Publication, this Section 3.3.2 applies and the foregoing Section 3.3.1 is void. Affiliate hereby grants to FranShares a non-exclusive, worldwide, perpetual right and license to archive, copy, distribute, publicly display, translate, and reformat the Affiliate Works, in any and all digital and print media now known or hereafter devised, without compensation, permission or notification to Affiliate or any third party. Without limiting the foregoing, FranShares shall have the right to like, favorite, retweet, share, repost, redistribute, syndicate, link to, amplify (including using paid promotion or whitelisting) or otherwise utilize all Affiliate Works and content described or contemplated therein in any manner enabled by the applicable platform. 

Releases. Affiliate will obtain at its expense all third-party rights, licenses, clearances, authorizations, permissions and releases (collectively, “Releases”) necessary for any Affiliate Marks and/or Affiliate Works to be publicly displayed, publicly performed, or otherwise used by or on behalf of FranShares and Affiliate as contemplated in this Agreement. For the avoidance of doubt, such Releases shall include those Releases necessary to obtain and use any footage or other work of authorship included within or embodied by any Affiliate Marks and/or Affiliate Works (including any synchronization, publishing, public performance or other rights) and to use all creative elements, appearances, and all third-party materials comprising, embodied by, appearing in, or otherwise displayed as part of any Affiliate Marks and/or Affiliate Works.

Ownership 

By FranShares. FranShares owns all right, title, and interest in and to the FranShares Marks and FranShares’ products and services, solely and exclusively, in perpetuity throughout the universe. 

By Contracting Party. Affiliate owns all right, title, and interest in and to the Affiliate Marks and Affiliate Works, solely and exclusively, in perpetuity throughout the universe.
 
Affiliate Commitments 

Disparagement Acts. Affiliate acknowledges and agrees that this Agreement’s value to FranShares is based in large part on the goodwill and positive publicity generated by the Affiliate, Affiliate’s Services, and FranShares’ use of Affiliate Marks hereunder, including FranShares’ opportunities to facilitate, coordinate and leverage media (including social media) opportunities relating to the foregoing. Accordingly, Affiliate agrees that: (i) Affiliate will conduct itself in a manner so as to prevent a material adverse change in such goodwill and positive publicity; (ii) Affiliate will not malign or disparage FranShares or any of its products and services; and (iii) Affiliate will refrain from acting in an unprofessional manner or committing any act or becoming involved in any situation (and Affiliate represents and warrants that, prior to the Term, Affiliate has not acted in an unprofessional manner or committed any act, and has not been involved in any situation, that will be made public during the Term) that: (a) involves criminal misconduct or an act of moral turpitude; (b) subjects FranShares, Affiliate, Affiliate Marks, Affiliate’s endorsement or Services, or the activities provided for herein to public disrepute, contempt, scandal or ridicule; (c) tends to shock, insult or offend the community at large; or (d) tarnishes any FranShares Marks by association with Affiliate, Affiliate Marks, Affiliate’s endorsement or Services, or the promotional campaign provided for herein (the occurrences described in this Section 6.2, collectively, the “Disparagement Acts”), regardless of whether or not information relating to any such Disparagement Act becomes public or whether or not any civil or criminal proceedings are instituted or sanctions imposed, or any federal, state, or local investigative proceedings are instituted or commenced in connection with such Disparagement Act. In the event of the occurrence of a Disparagement Act, FranShares will have the right, without liability and without limiting any other right or remedy to which FranShares may be entitled, whether under this Agreement, at law, or in equity, to terminate this Agreement and, for purposes of clarification, no further payments shall be made. 

Communications. Affiliate covenants that any and all Affiliate Works, digital and/or social media postings, communications or statements (each a “Communication”) shall reflect Affiliate’s honest views and experience with FranShares’ products and services. Communications shall not be false, misleading, or include any disparaging remarks about individuals or organizations or their products or services. Communications shall not contain content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory or libelous, or otherwise contain inappropriate content or objectionable material. Communications shall not contain any personally identifiable information (including, but not limited to, license plate numbers, personal names, e-mail addresses, or street addresses) of any person other than Affiliate. Should Affiliate include Affiliate’s personally identifiable information in any Communications, Affiliate acknowledges and agrees that such information will be disclosed publicly and that Affiliate is solely responsible for any consequences thereof.

Regulatory Compliance. Affiliate covenants that any and all Communications effected by or on behalf of Affiliate hereunder will be effected in a manner that complies with applicable laws, rules, regulations and guidelines (including the Securities Act of 1933 and all other applicable securities laws, as well as the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that Affiliate received consideration in exchange therefor. Without limiting the generality of the foregoing, each Communication shall be preceded with (i) a clear and conspicuous disclosure of the paid nature of Affiliate’s and Affiliate’s relationship with FranShares or (ii) if the posting is a social media posting, either the disclosure in the foregoing clause, (iii) or “#FranShares-Ambassador” or “#FranShares-Brand-Ambassador” or similar mutually agreed upon hashtag. 


Term; Termination 

Term. This Agreement will commence as of the Effective Date and, unless terminated as set forth herein, will remain in effect until terminated by either party in accordance with Section 7.2 (“Term”). 

Termination. Either party may terminate this Agreement for any reason or no reason upon thirty (30) days’ written notice to the other party. Additionally, either party may terminate this Agreement upon written notice in the event of a material breach by the other party (including, in the event of Affiliate as the breaching party, a material breach of this Agreement by Affiliate) that remains uncured for a period of ten (10) days following the breaching party’s receipt of written notice (email to suffice). Without limiting the foregoing, FranShares will have the right, without liability and without limiting any other right or remedy to which FranShares may be entitled, whether under this Agreement, at law, or in equity, to terminate this Agreement, in whole or in part, immediately upon written notice in the event of any breach by Affiliate of the terms of Section 6. In the event of any termination, without limiting any right or remedy to which FranShares may be entitled, whether under this Agreement, at law or in equity, FranShares will provide Affiliate with any consideration that may be due up to the date of termination. 

Post-Term. Upon the termination of this Agreement: (i) all licenses granted herein will immediately terminate and (ii) the following provisions will survive: Sections 2.5, 3.3, 5, 6, 7.3, and 9 through 12. Affiliate agrees that, notwithstanding anything to the contrary herein, within thirty (30) days of termination, Affiliate shall remove all Referral Hyperlinks placed on any articles, social media posts, or other digital content incorporating FranShares Marks, Affiliate Marks and/or Affiliate Works posted during the Term. Affiliate agrees that it will not boost or make any new posts incorporating, or otherwise using, the Affiliate Works or FranShares Marks after the Term without the prior written consent of FranShares. FranShares will not boost or make any new posts incorporating, or otherwise using, the Affiliate Works or Affiliate Marks after the Term without the prior written consent of Affiliate.

Representations and Warranties

FranShares. FranShares represents and warrants that: (i) it has all rights necessary to enter into and to perform its obligations under this Agreement; and (ii) the FranShares Marks and the authorized use thereof by Affiliate as set forth herein will not violate or infringe the trademark rights of any third party.

Affiliate. Affiliate represents and warrants that: (i) it has all rights necessary to enter into and to perform its obligations under this Agreement and that there are no Releases that FranShares is required to obtain in order to use the Affiliate Marks or Affiliate Works as set forth herein; (ii) Affiliate has not engaged in, or caused or permitted any third party to engage in, the purchase of any social media followers and/or any activity the purpose or effect of which is to fraudulently or artificially manipulate any social media metrics, engagement, or other reporting; (iii) Affiliate has not and will not, and had not and will not encourage or induce any third party to, register for, create, or open FranShares accounts under false names or pretenses or otherwise engage in any activity the purpose or effect of which is to  fraudulently manipulate the right to receive commission payments; and (iv) Affiliate’s activities under this Agreement, including with respect to the Services, the Affiliate Works, the Affiliate Marks and the authorized use and activation thereof by FranShares as set forth herein: (a) will comply with all applicable laws, rules, and regulations (including the Securities Act of 1933 and all other applicable securities laws), as well as all terms of service and other applicable policies of any digital or social media platform used by or on behalf of Affiliate hereunder; (b) will not violate, misappropriate or infringe the rights of any third party, including patent, copyright, trademark, trade secret, and other intellectual property, proprietary, and contractual rights, as well as the rights of privacy and publicity; and (c) will not give rise to any cause of action for libel, slander, defamation, or other similar claim.

Indemnification. Affiliate agrees to indemnify, defend and hold harmless FranShares from and against any and all losses, liabilities, claims, costs, damages and expenses (including attorneys’ fees) related to any third-party claim arising out of or related to: (i) Affiliate’s negligent or intentional acts or omissions hereunder; and/or (ii) an actual or alleged breach of Affiliate’s representations, warranties, and/or obligations set forth herein (including Affiliate’s actual or alleged breach of Section 6).

LIMITATION OF LIABILITY. EXCLUDING (i) A BREACH OF CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 11 AND (ii) A PARTY’S FULFILLMENT OF ITS INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 9, (a) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ECONOMIC, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AS A RESULT OF ANY ACT, OMISSION, BREACH OR ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR OBLIGATION HEREUNDER AND (b) FRANSHARES’ LIABILITY HEREUNDER SHALL NOT EXCEED $5,000.

Confidentiality. Each party will hold the other party’s Confidential Information in confidence, protecting it using at least the same degree of care it uses to protect its own like Confidential Information, but no less than a reasonable degree of care. Neither party will use the other party’s Confidential Information for any purposes other than the purposes expressly contemplated by this Agreement, or disclose to any third party any such Confidential Information, except (i) as required by law, rule, or regulation, (ii) in order to comply with the order of a court or other governmental body, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order, and that any information so disclosed will retain its confidentiality protections for all other purposes and/or (iii) that a party may disclose Confidential Information to its accountants and legal, financial and marketing advisors, as well as to actual and prospective lenders, investors, acquirers or other parties conducting due diligence on such party, provided that such recipients agree to treat such information as confidential. “Confidential Information” is any information that a party knows, or reasonably should have known, was considered confidential information of the other party. The terms, but not the existence, of this Agreement, are deemed Confidential Information.

Miscellaneous. This Agreement will be binding upon the parties, their successors, and permitted assigns. Given the unique nature of the Services to be provided by Affiliate hereunder, Affiliate may not assign, transfer, or delegate any rights, duties or obligations under this Agreement, in whole or in part, to any person or entity without the prior written approval of FranShares. Without limiting the foregoing, neither party may assign or transfer this Agreement, or any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that FranShares may assign or transfer this Agreement or all of its rights and obligations under this Agreement without Affiliate’s consent to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of it business or assets to which this Agreement relates. This Agreement will be construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). Any action or proceeding arising from or relating to this Agreement must be brought exclusively in a federal or state court located in the State of Delaware. Each party irrevocably consents to personal jurisdiction and venue in, and agrees to service of process issued by, any such court. Notwithstanding the foregoing, either party may bring an action or suit seeking injunctive relief to protect its intellectual property rights in any court having jurisdiction. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY CONTRACTUAL, TORTIOUS, OR STATUTORY CLAIM, COUNTERCLAIM, OR CROSS-CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO THIS AGREEMENT. No waiver of any breach of any term or condition of this Agreement will constitute a waiver of any subsequent breach. If any term will be held unenforceable, such term will be restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of this Agreement will remain in full force and effect. The timing and content of any public announcements or communications relating hereto will be determined in FranShares’ sole discretion. This Agreement contains the entire agreement and understanding between the parties and supersedes all written and oral understandings and negotiations relating to the subject matter hereof. Nothing in this Agreement will be deemed to create the relationship of partners, joint venturers, employer-employee, master-servant, or franchisor-franchisee between the parties. It is understood that Affiliate’s status hereunder is that of an independent contractor and that Affiliate in performing its respective obligations hereunder will not be deemed an employee of FranShares. As an independent contractor Affiliate shall not, and Affiliate hereby waives any right to, participate in or receive any benefits under any compensation arrangement or employee benefit plan sponsored, maintained or contributed to by FranShares, regardless of whether or not Affiliate subsequently is reclassified as an employee of FranShares pursuant to an Internal Revenue Service rule, regulation or the interpretation thereof, or otherwise. All headings are for convenience only and shall not be used for interpreting this Agreement. References to “including” in this Agreement mean “including without limitation.”
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