mogul Technologies Inc. - Program Terms.docx

mogul Technologies Inc.

Program Terms

These Program Terms (the “Terms”) is a binding agreement between the Customer or other individual participating in any Program (“you” or “Participant”) and Mogul, and governs your participation in any Mogul Affiliate, Ambassador, Influencer, Referer or other promotional program outlined herein (each a “Program”). These Terms are governed by the terms of the User Services Agreement and Mogul’s online Terms of Service (the “Governing Terms”) between you and Mogul, as applicable, to use and have access to the Mogul Platform and the Services when participating in a Program. If there are conflicting terms between these Terms and the Governing Terms, the agreements shall govern in order of the following priority: first, the User Agreement; second, the Terms of Service; and third, these Program Terms. Capitalized terms used in these Terms but not defined shall have the meanings set forth in the Governing Terms.


  1. Programs. As part of the Services, participants may participate in various Programs to promote the Mogul Services, including but not limited to driving additional users to the Mogul Platform. Participating in one or more of these Programs subjects you to these Terms. As a Program Participant, regardless of Program, you agree you:

    1. Shall participate in the Program in compliance with all applicable federal, state, laws and regulations;

    2. Shall not (i) make any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action, (ii) make any direct or indirect unlawful payment to any foreign or domestic government official or employee, (iii) make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment (even if such action would not be considered illegal in the applicable jurisdiction), (iv) violate any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder or any non-U.S. anti-bribery statute or regulation, (iv) directly or indirectly give, offer or receive or agree to offer, give or receive any bribe or commit or attempt to commit any other corrupt act anywhere in the world, whether to a government official or employee or private person or entity), (v) violate any provision of the Federal Trade Commission (FTC), including but not limited to FTC Disclosure Guidelines, and the FTC’s Guides Concerning Use of Endorsements and Testimonials in Adverting; (vi) violate any provision of the Federal Communications Commission (FCC); or (vii) receive, agree or attempt to receive the proceeds of or profits from any bribery or agree to assist any person to retain the benefits of any bribe; and

    3. Shall not make any statements or take any action that disparages, is derogatory or is otherwise damaging to Mogul, its subsidiaries, officers, employees or Mogul financial institutions, Mogul products or services during the Term or after the termination

      or expiration of these Terms. Violation of this provision is hereby deemed an incurable, material breach allowing for immediate termination of these Terms.

  2. Affiliate Program. You may wish to promote the Services to potential Customers of the Mogul Platform as an Affiliate or Ambassador Participant (the “Affiliate Program”). If you are an Affiliate or Ambassador for Mogul, these Affiliate Program terms apply to you.

    1. Affiliate Status. You may participate as an affiliate of the Affiliate Program (“Affiliate”) by registering through the link: All applications for Affiliate status are subject to Mogul’s approval and at Mogul’s sole discretion.

    2. Ambassador Status. You may apply to be an ambassador of the Affiliate Program (“Ambassador”) by using your unique referral link at . All applications for Ambassador status are subject to Mogul’s approval and at Mogul’s sole discretion.

    3. Engagement. Once you are an approved Affiliate or Ambassador, Mogul engages you, and you accept such engagement, as an independently contracted Participant to promote Mogul Services by referring potential Customers to the Mogul Platform through the Affiliate Link (defined below). Mogul does not control the manner or means by which Participant performs such engagement and you agree to comply with all applicable Mogul policies related to the Affiliate Program during such engagement. As a Participant in the Affiliate Program, you may not utilize social media as a means to participate in the Affiliate Program. Any such use of social media in using the Affiliate Link or participating in the Affiliate Program is prohibited. Use of social media or other similar forms of media, in any medium, must be utilized through Mogul’s Influencer Program.

    4. Affiliate Link. Once you are an approved Affiliate or Ambassador, as applicable, Mogul will provide you a unique link for potential users to sign up to use and access the Mogul Platform and utilize the Services as a Customer of Mogul (“Affiliate Link”).

    5. Accepting Customers. Mogul shall track any person that signs up for a Mogul Services using the Affiliate Link to become a Customer. Mogul has sole discretion as to whether or not to accept a Customer onto the Mogul Platform or to provide any Services, and all such referred potential Customers shall be subject to the Mogul Governing Terms.

    6. Affiliate Fees. For any person that (i) signs up for Mogul Services through the Affiliate Link, and (ii) provides their first deposit to Mogul to participate in the Services, and Mogul in fact receives such initial deposit in full, (each a “Transaction”), Affiliate shall earn

      $20 for the first applicable Customer Transaction of the affiliate they refer (the “Affiliate Fees”). No Affiliate Fees are earned under these Terms unless a Transaction occurs. Affiliate Fees may only be earned upon a Customer’s first sign up onto the Mogul Platform to use the Mogul Services for the first time, if a Transaction occurs, and only for that Customer’s first deposit. No other Customer fees, deposit amounts, or any other value provided to Mogul after the initial deposit through a Transaction shall be subject to Participant’s Affiliate Fees, and the actual corpus of investments made by any Customer are subject to the User Agreement and specifically excluded from Affiliate Fees.

    7. Affiliate Rewards. In addition to Affiliate Fees, Affiliate may be entitled to additional perks, rewards, or amounts as outlined from Mogul from time to time (“Affiliate Rewards”). More information about Affiliate Rewards shall be available by Mogul on the Affiliate Program page.

  1. Influencer Program. You may wish to promote the Services to potential Customers of the Mogul Platform as an Influencer Participant (the “Influencer Program”). If you are an Influencer for Mogul, these Influencer Program terms apply to you.

    1. Influencer Status. You may apply to be an influencer of the Influencer Program (“Influencer”) by emailing All applications for Influencer status are subject to Mogul’s approval and at Mogul’s sole discretion.

    2. Engagement. Once you are an approved Influencer, Mogul engages you, and you accept such engagement, as an independently contracted Participant to promote Mogel Services through your social media channels and networks to engage potential Customers to the Mogul Platform through the Influencer Link (defined below). Mogul does not control the manner or means by which Participant performs such engagement and you agree to comply with all applicable Mogul policies related to the Affiliate Program during such engagement.

    3. Influencer IP. Excluding Mogul IP, you own all right, title, and interest, including all Intellectual Property Rights, in and to its name, image, likeness, and biographical, professional, and other identifying information (“Likeness”) and any posts, tweets, or other materials or works of authorship you create in participating in the Influencer Program (together with Likeness, the “Influencer IP”); provided, however, Influencer hereby grants to Mogul a limited, non-exclusive, sublicensable, transferable right to use the Influencer IP in connection with the Influencer Program and to create any derivative works therefrom, including the right to advertise, sell, and promote the Mogul Services using the Influencer IP created as part of the Influencer Program. Influencer hereby agrees to release, waive, discharge, absolve, agree to hold harmless and covenant not to sue Mogul, its affiliates, subsidiaries, parent companies, or its and their officers, directors, employees, business partners or agents (the “Released Entities”) from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with the use of such Influencer IP by Mogul, including, without limitation, any and all claims for copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights or defamation. Without limitation of the foregoing, in no event shall Influencer be entitled to, and Influencer waives any right to, enjoin, restrain or interfere with use of that Influencer IP or the exploitation of any of Mogul's rights as provided herein.

    4. Influencer Link. Once you are an approved Influencer, Mogul will provide you a unique link for potential users to sign up to use and access the Mogul Platform and utilize the Services as a Customer of Mogul (“Influencer Link”). The Influencer Link may be used in Influencer posts, comments, videos, or other forms of media using Influencer’s social media or any other form of medium that is a social networking platform now existing or that will exist in the future.

    5. Influencer Fees.

    6. Influencer Representations and Warranties. Influencer represents and warrants that (i) the Influencer IP is wholly original with Influencer, and that the use of the Influencer IP in accordance with these Terms shall not infringe any patents, copyrights, trademarks, trade secrets or other Intellectual Property Rights or violate the right of privacy, publicity, or other rights of any third-party, nor has any claim of such infringement or violation been threatened or asserted against Influencer and Influencer has not previously assigned, or pledged the Influencer IP and shall not do any of the foregoing with respect to such Influencer IP; (ii) the Influencer IP, and Influencer’s performance under the Influencer Program and all of its other obligations under these Terms, shall comply with all other terms and conditions of these Terms; (iii) Influencer shall comply with any Internet platforms’ terms of use and policies when posting Influencer IP on such third-party Internet platforms;

      (iv) Influencer shall comply with all applicable laws, rules and regulations in its performance hereunder, including, but not limited to, the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials” and the Federal Trade Commission’s “Disclosures 101 for Social Media Influencers”; (v) Influencer shall not speak about or refer to Mogul or its products or services, directly or indirectly, without disclosing that Mogul paid for the Influencer’s services, including, but not limited to when blogging or speaking about Mogul or its Services on Influencer’s personal blog or social media sites (e.g., Facebook, Twitter, Instagram, etc.) or if asked to speak in an editorial or expert capacity (including through live appearances or through any media), and such disclosure must include but is not limited to verbal disclosure on live appearances, the use of “#paid” or “#sponsored” on social media posts, and so forth; (vi) Influencer’s statements shall reflect Influencer’s honest views and personal experiences with Mogul and/or its product(s) and service(s); and (vii) the form of any such disclosure shall, at minimum, appear clearly and conspicuously and in close proximity to any statements Influencer makes about Mogul. In no event shall Mogul’s approval of any post or activities relieve Influencer of its responsibilities under this section.

  2. Intellectual Property

    1. Intellectual Property Rights. For purposes of these Terms, “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

    2. Mogul IP. Mogul owns all right, title, and interest, and all Intellectual Property Right in the Mogul Platform, Services, trademarks, logos, name, promotional materials, trade names, service marks, artwork, designs, copyright or other intellectual property owned by Mogul or licensed from its third-party services providers or partners (“Mogul IP”).

    3. Mogul IP License. In connection with a Participant’s participation in any Program, Mogul grants Participant a limited, revocable, non-exclusive, non-sublicensable,

      non-transferable license to use the Mogul IP given to Participant by Mogul to use as part of a Program and solely in connection with Participant’s engagement in participating in a Program. No Participant shall have any right to use any Mogul IP except for the limited use permitted hereunder and solely in accordance with these Terms. Without limiting the foregoing, Participant shall not claim any right in or attempt to challenge the validity of any Mogul IP.

  3. Guidelines. Participant agrees that in the course of participating in any Program, Participant shall not act in any way or post any Influencer IP or Mogul IP that is not compliant with the following guidelines and moral code. Content you use in participating in any Program may be rejected by Mogul if containing any of the following prohibited materials, if any email, message, post, promotion, poster, text message, or any other form of marketing or communication related to the Program:

    1. Violates or infringes any rights of any other person or third-party, including but not limited to copyright, trademark, privacy, publicity or any other intellectual property rights;

    2. Contains material or acts in any way that is indecent, obscene, hateful, tortious, defamatory, slanderous or libelous;

    3. Contains materials or acts in any way that is unlawful, in violation of or contrary to the laws or regulations of the United States or any jurisdiction where Program content is created;

    4. Contains information or acts in any way known by Participant to be false, inaccurate or misleading;

    5. Contains content or acts in any way that is, or may be reasonably considered to be, hate speech, or promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age;

    6. Contains material or content for which Participant has been compensated or granted any consideration by any third-party;

    7. Disparages Mogul or any other person or third-party;

    8. Contains material or acts in any way that is not consistent with the image and values of Mogul;

    9. Does not include a disclosure that clearly and conspicuously states Participant’s relationship with Mogul, including but not limited to failing to disclose a post or communication is an advertisement, and that Participant can financially benefit from the applicable Program for promoting Mogul; and/or

    10. Violates any Governing Terms.

  4. Monitoring. Participant understands that Mogul will be monitoring, or will have the right to request access to, the content used to promote the Mogul Services as part of any particular Program for compliance with these Terms. In addition to its rights set forth in Section 7 herein, Mogul has the right to address noncompliance by taking any of the following actions alone or in combination: (a) requiring Participant to fix the non-compliance, (ii) fixing the content itself or through one of its agencies, or (iii) terminating these Terms for material breach.

  5. Representations and Warranties. Participant represents and warrants:

    1. It has the full right, power and authority to enter into these Terms, grant the rights granted herein, and fully perform their obligations hereunder without violating the rights of any third-party;

    2. It shall not commit any act which brings Mogul into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Mogul’s advertising and publicity materials are directed, or which might tend to injure the success of Mogul or any of Mogul’s products or services including, without limitation, disparaging Mogul, its products or services, or its competitors; and

    3. It shall not violate any applicable federal, state and local laws and regulation in participating in any Program hereunder, including, without limitation, any applicable, sweepstakes, contest or promotion laws or the FTC’s Endorsement Guides (as defined below).

  6. Term and Termination. The term of these Terms commences when you acknowledge your acceptance of a Participant and will continue in effect until terminated by you or Mogul as set forth in this section. You may cancel your Participation in any Program at any time by providing written notice to Mogul at Mogul may suspend or cancel your Participant status with notice to you at the email associated with your participation in any Program for any reason or no reason at all, including but not limited to if you violate these Terms or any Governing Terms, you create risk or possible legal exposure for Mogul, your account should be removed due to unlawful conduct, or Mogul’s provision of any Program is no longer commercially viable. Mogul reserves the right to remove your account information along with any account settings from our servers with NO liability or further notice to you. Upon termination of your Participant account for whatever reason, Participant shall be entitled to any fees earned up to the date of termination and all other rights or permissions granted hereunder by Mogul to Participant shall immediately terminate.

  7. Relationship of the Parties. The relationship between Mogul and Participant is that of independent contractors. The details of the method and manner for Participant’s participation in any Program shall be under its own control provided Participant is in compliance with these Terms. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Mogul and Participant, and neither Mogul or Participant shall have authority to contract for or bind the other in any manner whatsoever.