Roeme Brand Terms of Service

YOUR ORDER

The commercial terms of the relationship are set forth in Brand's Order rather than in this document, so that this Agreement can be published, updated, and applied uniformly to every Brand.

(a) Order. "Order" means the plan, subscription term, Services Fee, Collaboration Capacity, Trial Period (if any), Term Start Date, and billing and contact details that Roeme presents to Brand at checkout and that Brand accepts by checking the acceptance box. The Order forms part of this Agreement and is available to Brand at any time in Brand's Roeme account.

(b) Conflicts. In the event of a conflict between the Order and the balance of this Agreement with respect to plan, subscription term, Services Fee, Collaboration Capacity, Trial Period, or Term Start Date, the Order controls. In all other respects, this Agreement controls.

(c) Term Start Date. The "Term Start Date" is the date set forth in Brand's Order. If Brand's Order does not specify one, the Term Start Date is the Effective Date.

1. THE PLATFORM

1.1. What Roeme Provides

1.1.1. Nature of the Services. Roeme operates an intermediary platform that connects businesses and the marketing agencies that represent them ("Brands") with individuals and entities that create, promote, or endorse products and services on social media and other channels ("Creators"). Roeme's primary role is to facilitate the relationship between Brands and Creators, allowing for a seamless exchange of promotional opportunities, gifted and paid collaborations, commissionable sales, and other collaborative interactions. The Services are self-service software: Brand configures its own campaigns, defines its own offer terms, reviews its own applicants, selects its own Creators, and manages its own collaborations.

1.1.2. Agencies. Where Brand uses the Services on behalf of one or more businesses (each, a "Client"), Brand represents and warrants that it is authorized to act for and bind each Client. Every reference in this Agreement to Brand's goods, services, products, treatments, licenses, regulatory obligations, and insurance applies to each Client on whose behalf Brand uses the Services, and Brand is responsible for each Client's compliance with this Agreement as though it were Brand's own. Brand may disclose Performance Data to the Client to which it relates. Section 3.6.6 does not prohibit Brand's use of the Services for its Clients. Brand's Collaboration Capacity applies across all Clients unless Brand's Order provides otherwise.

1.2. What Roeme Does Not Do

1.2.1. Not a party to the collaboration. Once a Creator accepts a Brand's offer, the collaboration is a direct arrangement between Brand and Creator. Roeme is not a party to it, does not perform or supervise it, does not negotiate its terms, and does not guarantee its outcome.

1.2.2. Not an agent. Roeme does not act as Brand's agent, representative, talent agency, staffing agency, marketing agency, or employer of record, and does not engage Creators on Brand's behalf. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship between Brand and Roeme.

1.2.3. No funds flow. Roeme does not receive, hold, disburse, or process payments between Brand and any Creator, and does not process payments from Brand's own customers. Roeme bills Brand only for the Services. Brand remains the merchant of record for everything Brand sells and is solely responsible for all payments, gifts, perks, commissions, and other consideration owed to any Creator. Roeme acts solely as an independent intermediary and is not a fiduciary, trustee, or escrow agent for Brand or any Creator. No trust, escrow, agency, or fiduciary relationship is created between Roeme and Brand or between Roeme and any Creator by use of the Services. Anything Brand agrees with a Creator outside the Services is entirely between them, sits outside this Agreement, and is not tracked, guaranteed, or mediated by Roeme.

1.2.4. No guarantee of results. Roeme does not guarantee any outcome from Brand's use of the Services, including any level of applications, acceptances, content, reach, bookings, or sales. The disclaimers in Section 5.3 apply.

1.3. Creators

1.3.1. Independent third parties. Creators are independent third parties. They are not employees, contractors, partners, or agents of Roeme, and they are not employees or contractors of Brand by reason of using the Services. Brand is solely responsible for determining the correct legal characterization of its own relationship with any Creator.

1.3.2. Creator Terms. Roeme requires each Creator to accept the Roeme Creator Terms as a condition of access to the Services. Under those terms, Roeme requires each Creator to represent that the Creator will comply with all applicable federal, state, and local laws and regulations, including the FTC Endorsement Guides, and that the Creator's content does not infringe, misappropriate, or violate any third party's intellectual property rights or rights of publicity or privacy. Roeme makes no representation or warranty as to any Creator's actual compliance.

1.3.3. Marketplace conduct. Roeme may, in its reasonable discretion, restrict, suspend, or remove any Creator or Brand account that repeatedly fails to fulfill accepted collaborations, misrepresents a collaboration, or otherwise damages trust in the marketplace. Roeme's exercise of this right is not a breach of this Agreement.

1.4. Accounts and Access

1.4.1. Account security. Brand is responsible for maintaining the confidentiality of its account credentials and for all activity under its account, including activity by personnel Brand invites. Brand will notify Roeme promptly of any suspected unauthorized access.

1.4.2. Accuracy. Brand is responsible for the accuracy of its business details, billing information, and contact addresses, and for keeping them current in Brand's Roeme account.

2. SUBSCRIPTION, FEES, AND TERM

2.1. Plans and Collaboration Capacity

2.1.1. Collaboration Capacity. Brand's Order specifies Brand's "Collaboration Capacity" — the maximum number of collaborations Brand may have open or accept within the applicable period. Collaboration Capacity is an entitlement to use the Services up to that limit. It is not a commitment by Roeme to deliver, source, or secure any number of Creators, applications, or completed collaborations. Unused Collaboration Capacity rolls over to the following period while Brand's subscription remains active, and is forfeited on expiration, cancellation, or termination.

2.1.2. Additional capacity. Brand may purchase additional capacity or optional features where Roeme makes them available. Each such charge is billed at the rate published in the Services at the time the charge is incurred (the "Published Rates"), displayed in Brand's Roeme account and at checkout.

2.2. Fees

2.2.1. Billing. The Services Fee is set forth in Brand's Order and is billed monthly in advance on the billing date shown in Brand's Roeme account. All payment obligations are non-cancelable and all fees are non-refundable, except as set forth in Sections 2.5 and 2.7.1. Brand is solely responsible for any bank, interest, finance, or overdraft charges it incurs as a result of charges billed by Roeme.

2.2.2. Queries. Brand must query a charge within thirty (30) days of the date it is billed. Charges not queried within that period are deemed accepted.

2.2.3. Taxes. Fees do not include taxes. Roeme will charge sales tax or other applicable tax where required by law, itemized separately. Brand is responsible for all taxes imposed on Brand in connection with this Agreement, including sales and use tax, gross receipts tax, VAT, and GST, unless Roeme is required to collect and remit them directly. Each party is responsible for its own income, employment, and real property taxes. Brand is also responsible for the tax treatment of anything it provides to a Creator, including the value it declares in the Services, and for all resulting information-reporting and withholding obligations. Creators are responsible for their own tax position. Roeme does not withhold tax, issue tax forms, or provide tax advice to either party.

2.2.4. Payment methods. If Roeme does not receive payment from Brand's designated payment method, Brand authorizes Roeme (without notice, unless required by applicable law) to retry that method and to collect from any alternate payment method Roeme has on file for Brand, until full payment is received.

2.2.5. Non-payment. If a payment fails or any amount is past due, Roeme may suspend Brand's access to the Services, including pausing and delisting Brand's campaigns, until the balance is paid. Suspension does not reduce Brand's payment obligations for the balance of the Initial Term. Collaborations Brand has already accepted must still be honored during any suspension. Brand will reimburse Roeme's reasonable costs of collection, including attorneys' fees.

2.3. Term

2.3.1. Initial Term. Brand's initial subscription term is the term set forth in Brand's Order (the "Initial Term"), beginning on the Term Start Date. The Initial Term is non-cancelable, and Services Fees are non-refundable except as set forth in Sections 2.5 and 2.7.1.

2.3.2. Continuation on a month-to-month basis. At the end of the Initial Term, Brand's subscription automatically continues on a month-to-month basis at the rate then in effect for Brand's plan, as shown in Brand's Roeme account, billed on the same day of each month, unless Brand cancels under Section 2.4 or elects a new commitment term under Section 2.3.3.

2.3.3. Electing a commitment term. Brand may elect a commitment term at any time through Brand's Roeme account. Brand's election creates a new Order and a new Initial Term beginning on the date of election, at the rate presented to Brand at the time of election. A commitment term elected under this Section is non-cancelable on the same basis as Brand's original Initial Term and takes effect only upon Brand's acceptance of the new Order.

2.3.4. Consent to recurring charges. Brand authorizes Roeme to charge the payment method associated with its account for all fees as they become due, on a recurring basis, until Brand cancels under Section 2.4 or Roeme terminates under Section 2.6.

2.3.5. Trial Period. If Brand's Order includes a trial period (a "Trial Period"), no Services Fee is charged during it. Brand's Initial Term begins, and Brand's first Services Fee is charged, on the first day following the end of the Trial Period, unless Brand cancels before it ends. Brand may cancel at any time during the Trial Period through Brand's Roeme account or by emailing support@getroeme.com, in which case no Services Fee is charged and this Agreement terminates at the end of the Trial Period.

2.4. Cancellation by Brand

2.4.1. During a commitment term. Brand may not cancel during a commitment term. Brand may indicate at any time through its Roeme account that it does not intend to continue after the Initial Term ends; the subscription remains active through the remainder of the Initial Term.

2.4.2. Month-to-month. Once Brand's subscription is on a month-to-month basis, Brand may cancel at any time through Brand's Roeme account or by emailing support@getroeme.com. No advance notice period applies. Cancellation takes effect at the end of the then-current monthly period; Brand retains access through that date and no further charges are made after it. Fees already paid are non-refundable.

2.5. Termination by Brand for Cause

Brand may terminate this Agreement if Roeme materially breaches it and fails to cure within thirty (30) days of Brand's written notice describing the breach. On termination under this Section, Roeme will refund the prorated portion of any prepaid Services Fees corresponding to the remainder of the then-current Initial Term or renewal period.

2.6. Suspension and Termination by Roeme

Roeme may suspend or terminate the Services and this Agreement if Roeme believes or determines, in its reasonable discretion, that (i) Brand has breached this Agreement; (ii) Brand has left Creators with unfulfilled obligations or is damaging trust in the marketplace; (iii) Brand jeopardizes Roeme's relationships with Creators; (iv) continued provision of the Services would contravene applicable law; or (v) Brand becomes insolvent or bankrupt, is subject to any liquidation or insolvency proceeding or the appointment of a receiver, makes an assignment for the benefit of creditors, enters into a composition or readjustment of substantially all of its debts, or fails to maintain sufficient funds in any applicable account.

2.7. Changes by Roeme

2.7.1. Termination by Roeme; refund. Where Roeme terminates the Services other than for Brand's breach, Roeme's sole obligation is a prorated refund of prepaid Services Fees actually received from Brand corresponding to the remaining portion of the then-current Initial Term or renewal period, less any amounts Brand owes Roeme. Roeme is not otherwise liable to Brand for exercising its rights under Section 2.6.

2.7.2. Price changes. Roeme may change the price of the Services, including Brand's Services Fee and the Published Rates. Roeme will notify Brand by email at least thirty (30) days in advance of any price change. No change to Brand's Services Fee takes effect during Brand's Initial Term; changes to Published Rates take effect following such notice, including during the Initial Term. If Brand does not agree to a price change, Brand may cancel under Section 2.4 before it takes effect.

2.7.3. Changes to the Services. Roeme may introduce, change, or remove features, services, or materials. New or additional features may be part of, or priced separately from, the existing subscription at Roeme's discretion. Roeme will not make a change that materially reduces the core functionality of the Services during Brand's Initial Term without offering Brand the option to cancel and receive a prorated refund.

3. USING THE PLATFORM

3.1. Campaigns and Offers

3.1.1. Campaigns and offers. Brand's brief must be specific enough for a Creator to know what they are agreeing to, including platform, number of posts, approximate timing, and anything mandatory such as a location tag, a handle, or a product to feature; requirements Brand does not write into the brief are not part of the collaboration. Everything Brand offers must be genuinely available on the terms stated, and real limits such as capacity caps, blackout dates, expiry, or new-client-only must appear in the campaign rather than at the point of redemption. Changes apply to future offers only: once a Creator accepts, the brief and what Brand offered are fixed for that collaboration. An offer may not be withdrawn inside the accept window shown to the Creator. Brand may accept or decline any applicant for any lawful reason, but may not discriminate on the basis of any protected characteristic.

3.1.2. Direct agreement. When a Creator accepts Brand's offer through the Services, a binding agreement is formed directly between Brand and that Creator on the terms of Brand's brief and offer as they stood at the moment of acceptance. That agreement is independent of this Agreement and is unaffected by the expiration, cancellation, suspension, or termination of this Agreement or of Brand's subscription. Roeme is not a party to it, has no obligation to perform, monitor, mediate, or enforce it, and has no liability arising from it. Any dispute regarding a collaboration is between Brand and the Creator. Any assistance Roeme chooses to provide in resolving such a dispute is a courtesy, does not create any obligation or assumption of responsibility, and does not guarantee any outcome.

3.2. Fulfillment

What Brand offers a Creator is that Creator's compensation and is a binding commercial obligation, not a courtesy. Once a Creator has completed the agreed deliverables, Brand will fulfill within the timeframe stated in its campaign or, where the campaign states none, promptly and in any event within thirty (30) days. Brand will fulfill on the terms offered, and may not substitute anything of lesser value or impose conditions it did not disclose; where capacity genuinely prevents Brand from honoring an offer on the Creator's first choice of date, Brand will offer a reasonable alternative within thirty (30) days. Brand is responsible for compliance with applicable freelance-worker protection laws, including any requirement to provide written terms and to pay within a statutory period.

3.3. Disclosure and Endorsement Compliance

3.3.1. Brand is responsible for compliance with the FTC Endorsement Guides (16 C.F.R. Part 255), the FTC Rule on Consumer Reviews and Testimonials (16 C.F.R. Part 465), and all analogous federal, state, and platform requirements for all content produced through the Services.

3.3.2. Brand will require every Creator, and every other person Brand incentivizes to post about it, to clearly and conspicuously disclose any material connection to Brand, including receipt of free or discounted products or services, payment, and eligibility for any commission, reward, or other incentive. Disclosure must appear in the content itself, in the same format and language as the content: visually for visual content, audibly for audible content, both visually and audibly for audiovisual content, and repeated periodically throughout longer content. Disclosure must appear at or near the beginning of the content, be visible without clicking "more," and not be buried among hashtags or links.

3.3.3. Brand will not condition anything it offers, or continued participation, on the content being positive, on a minimum rating, or on the omission of a disclosure. Brand will not request, incentivize, or pressure any Creator or any other person to remove, revise, suppress, hide, or make private any truthful review, rating, or content concerning Brand, whether before or after it is published and whether or not that person is in an ongoing collaboration with Brand, and will not offer any payment, gift, discount, or other benefit in exchange for doing so. Brand acknowledges that this conduct is prohibited by the FTC Rule on Consumer Reviews and Testimonials and may carry civil penalties.

3.3.4. Brand will use commercially reasonable efforts to monitor content produced through the Services for compliance with this Section and will promptly seek correction or removal of non-compliant content. Compliance with this Section is Brand's sole responsibility. Roeme has no obligation to monitor, review, or verify Brand's compliance, and any disclosure prompts, templates, or reminders Roeme provides are a convenience and do not transfer responsibility for compliance to Roeme.

3.4. Content and Usage Rights

3.4.1. The Creator owns the content. Unless Brand and Creator agree otherwise in writing, Brand receives a non-exclusive, royalty-free, worldwide license to reshare the content the Creator produced and published for Brand's campaign on Brand's own organic social channels and website, with credit to the Creator, for twelve (12) months from the date the content is first posted.

3.4.2. What the license does not cover. The license in Section 3.4.1 does not include the right to (i) use the content in paid advertising, including boosted posts, allowlisting, or Spark Ads; (ii) use it in out-of-home, print, broadcast, or packaging; (iii) edit it in a way that changes its message, beyond cropping and format adaptation; or (iv) sublicense it to any third party. Any use beyond the license requires the Creator's separate written permission and is a matter between Brand and the Creator.

3.4.3. Creator protections. Brand may not require a Creator to delete content or transfer copyright, whether as a condition of a collaboration or at any time afterward. Brand will remove content on a Creator's legitimate written request where required by law or platform policy.

3.5. Regulated Categories

3.5.1. General. Brand is solely responsible for determining whether its goods or services are subject to category-specific advertising, licensing, or promotional restrictions, and for compliance with them.

3.5.2. Health, medical, and aesthetic services. Where Brand provides medical, aesthetic, injectable, laser, or other regulated health services, Brand represents and warrants that: (i) it holds all required licenses and, where applicable, complies with corporate-practice-of-medicine and medical-director requirements; (ii) all content produced through the Services complies with applicable FDA advertising and promotional requirements, including restrictions on off-label promotion, and with applicable state medical, nursing, and cosmetology board advertising rules, including any governing before-and-after photographs, outcome claims, and testimonials; (iii) it has obtained all consents and authorizations required for any depiction of a patient, client, treatment, or facility, including any authorization required under HIPAA where Brand is a covered entity; and (iv) any commission, referral fee, or other incentive Brand offers complies with all applicable federal and state anti-kickback, patient-solicitation, and fee-splitting laws, including, in Texas, Tex. Occ. Code § 102.001 and applicable Texas Medical Board rules.

3.5.3. Alcohol. Where content depicts or promotes alcoholic beverages, Brand is responsible for compliance with applicable state alcoholic beverage laws, including tied-house and third-party promotion restrictions, and for age-gating on all distribution channels.

3.5.4. Excluded categories. Brand may not use the Services for any category Roeme excludes in writing, including prescription products, financial advice, gambling, and adult services.

3.5.5. Roeme's rights. Roeme may, in its reasonable discretion, decline to support, disable, or discontinue any campaign or platform functionality for any category, brand, or jurisdiction where Roeme believes participation presents regulatory risk. Roeme's exercise of this right is not a breach and does not entitle Brand to a refund except as set forth in Section 2.7.1. Nothing in this Section makes Roeme responsible for Brand's regulatory compliance, and Roeme does not provide legal, medical, or regulatory advice.

3.6. Acceptable Use

Brand will not:

3.6.1. publish a campaign whose offer Brand cannot fulfill at the volume it may generate;

3.6.2. create fake accounts, applications, or reviews, or coordinate with a Creator to misrepresent a collaboration;

3.6.3. access the Services by automated means, including scraping or crawling, or circumvent any rate limit or access control;

3.6.4. extract, compile, or retain the Roeme creator directory, Creator contact information, or Performance Data for any purpose other than Brand's own campaigns conducted through the Services;

3.6.5. reverse engineer the Services, or use them to build, train, or improve any product or dataset that competes with the Services;

3.6.6. share account credentials, or resell, sublicense, or provide the Services to any third party, except as permitted by Section 1.1.2;

3.6.7. request content from any Creator under the age of eighteen (18); or

3.6.8. use the Services — including their tracking, attribution, and reporting functionality, analytics, Performance Data, or any related technology — to compensate, subsidize, or provide any monetary or non-monetary benefit to any Creator, consumer, or third party who is not accessing the Services under their own direct relationship with Roeme. This prohibition includes onboarding creators onto a separate platform, application, or network Brand owns, operates, or represents and compensating them using Roeme's tracking, attribution, or reporting; funding cashback, rebate, loyalty, or consumer incentive programs using data or functionality derived from the Services; acting as a proxy, intermediary, sub-affiliate, reseller, or technology provider to extend access to the Services to any third party; and accomplishing any of the foregoing indirectly through white-label arrangements, integrations, APIs, or other business relationships. This Section does not restrict Brand's permitted use of the Services for its Clients under Section 1.1.2.

Remedies. A breach of Section 3.6.8 is a material breach entitling Roeme to suspend or terminate immediately under Section 2.6, and to seek injunctive relief under Section 4.5.4. Because the resulting harm is difficult to quantify, Roeme may elect, in lieu of actual damages, liquidated damages equal to the greater of (i) twelve (12) months of Services Fees at Roeme's then-current month-to-month rate for Brand's plan, or (ii) the aggregate value of all sales attributed through the Services in violation of this Section. The parties agree this is a reasonable estimate of harm and not a penalty. Roeme may instead pursue actual damages, but not both. Brand will reimburse Roeme's reasonable attorneys' fees and costs of investigating and enforcing this Section.

3.7. Prohibited Content

Brand may not post, or direct or request any Creator to post, content that:

3.7.1. is false, misleading, or deceptive, including counterfeit goods, impersonation of any person or entity, misrepresentation of Brand's affiliation, or unsubstantiated product, pricing, or health claims, including healthcare-related claims made in violation of FDA laws and regulations;

3.7.2. is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of privacy, hateful, or discriminatory on the basis of race, sex, religion, nationality, disability, age, or sexual orientation, or is directed toward children under 13 pursuant to the Children's Online Privacy Protection Act;

3.7.3. infringes any intellectual property or other proprietary right of Roeme or any third party, or that Brand does not have the right to disclose under contract or applicable law;

3.7.4. discloses another person's personally identifying or confidential information without valid consent;

3.7.5. contains viruses or other technology designed to interrupt, destroy, or limit the functionality of the Services, or involves spam, chain letters, unsolicited mass email, pyramid schemes, or material support to any organization designated by the United States government as a foreign terrorist organization; or

3.7.6. violates, encourages, or facilitates the violation of any applicable law, or is otherwise objectionable in Roeme's reasonable discretion.

Roeme may, but is not obliged to, pre-screen Brand content, and assumes no responsibility or liability for it. Violation of this Section may result in termination under Section 2.6 and, where Roeme deems it necessary, notification to an appropriate legal authority.

3.8. Third-Party Platforms

3.8.1. Content produced through the Services is published on third-party platforms that Roeme does not operate or control. Brand represents that it has reviewed and will comply with the terms of service, advertising policies, branded-content rules, and community guidelines of each platform on which its campaigns run, and will not brief, direct, or request any Creator to produce or publish content that violates them.

3.8.2. Roeme does not control any third-party platform. Roeme is not liable for any change to a platform's terms, policies, algorithms, API, rate limits, or availability, or for any suspension, restriction, or removal of Brand's or any Creator's account or content by a platform. Any such change or action is not a breach of this Agreement by Roeme and does not entitle Brand to a refund except as set forth in Section 2.7.1.

4. DATA, INTELLECTUAL PROPERTY, AND CONFIDENTIALITY

4.1. Definitions

4.1.1. Brand Materials. Any content or information provided by Brand to Roeme in connection with the Services, including photography, videography, text, audio, and other copyrightable materials; Brand's products and services; and Brand's trademarks and service marks — but excluding Feedback.

4.1.2. Roeme Materials. Any content or information published by Roeme, created by Roeme in connection with the Services or this Agreement, or otherwise provided by or on behalf of Roeme to Brand, including (i) photography, videography, text, audio, and other copyrightable materials; (ii) software, features, and functionality; (iii) data generated by Roeme, including Creator-specific information, campaign data, analytics, attribution and Creator performance information (collectively, "Performance Data"), and forecasting data; (iv) Feedback; and (v) the design, selection, and arrangement of the foregoing.

4.1.3. Feedback. Comments, suggestions, ideas, and other submissions Brand offers to Roeme about the Services or Roeme's operations generally.

4.2. Ownership

4.2.1. Roeme Materials. The Services and Roeme Materials are owned, controlled, or licensed by Roeme and protected by United States and international intellectual property laws. Roeme, the Roeme logo, and all Roeme designs are trademarks and trade dress of Roeme, whether or not registered, and may not be used without Roeme's express written permission. Brand will not remove any proprietary notice from any Roeme Materials. Roeme retains all rights in Roeme Materials not expressly granted to Brand.

4.2.2. No transfer of rights. Brand acquires no ownership rights in Roeme Materials by using the Services. Brand will not (and will not permit any third party to) reproduce, distribute, publish, prepare derivative works from, publicly perform, publicly display, reverse engineer, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, except as expressly permitted in this Agreement.

4.2.3. Feedback. Feedback is non-confidential and Roeme has no obligation to Brand in respect of it. Roeme may use, sell, exploit, and disclose Feedback for any purpose, without restriction, attribution, or compensation. Brand assigns all right, title, and interest worldwide in Feedback to Roeme.

4.2.4. Brand license to Roeme. Brand grants Roeme a non-exclusive, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works from, communicate, publish, publicly perform, and publicly display Brand Materials for the purpose of operating, providing, and improving the Services. This license ends when Brand's account is closed, except for content already distributed within the Services and for routine backups.

4.2.5. Publicity. Roeme may identify Brand as a customer and use Brand's name and logo in customer lists, its website, and case studies. Roeme will stop doing so on Brand's written request.

4.3. Confidentiality

4.3.1. Definition. "Confidential Information" means information disclosed by a party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement that is designated confidential or that, given its nature or the circumstances of disclosure, reasonably should be treated as confidential. Where Roeme is the Disclosing Party, Confidential Information includes Performance Data, Roeme's source code, software, research, product plans and developments, customer lists, pricing, and the identities of Creators disclosed through the Services.

4.3.2. Exclusions. Confidential Information does not include information that (i) has become publicly available without breach of this Agreement; (ii) was known to Receiving Party at the time of receipt, as shown by admissible documentation; (iii) is received from a third party who did not acquire or disclose it wrongfully; or (iv) was independently developed by Receiving Party without reference to any Confidential Information, as shown by admissible documentation.

4.3.3. Protection and use. Each party will protect the other's Confidential Information using precautions at least as protective as those it uses for its own confidential information of a similar nature, and in no event less than commercially reasonable precautions. Receiving Party will use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, and will disclose it only to personnel and to agents or contractors who need to know and who are bound by written confidentiality obligations at least as protective as those in this Section. Receiving Party remains liable for their compliance.

4.3.4. Performance Data. Brand may disclose Performance Data to its own agents and contractors under written confidentiality obligations at least as protective as this Section, and remains liable for their compliance. Brand may not otherwise disclose Performance Data to any third party.

4.3.5. Required disclosure. Receiving Party may disclose Confidential Information to the extent required by applicable law, provided it uses reasonable efforts to give Disclosing Party prompt advance notice and cooperates with any effort to seek confidential treatment.

4.3.6. Return or destruction. On request, or on expiration or termination of this Agreement, each party will return or destroy the other's Confidential Information. This does not require deletion of routine system backups, of records a party must retain under applicable law or its own retention policy, of the Acceptance Record described in Section 6.11, or of Roeme Materials. Confidential Information so retained remains subject to this Section for as long as it is retained.

4.3.7. Equitable relief. Unauthorized use or disclosure of Confidential Information would cause the Disclosing Party irreparable harm for which monetary damages would be inadequate. Disclosing Party is entitled to seek equitable relief, including injunctive relief and specific performance, without posting bond or proving actual damages, in addition to all other available remedies.

4.4. Creator Data and Privacy

4.4.1. Purpose limitation. Roeme makes Creator profile and application information available to Brand so that Brand can evaluate applicants, run collaborations, and fulfill what it has offered. Brand will use Creator data only for those purposes.

4.4.2. Restrictions. Brand will not sell, rent, or transfer Creator data to any third party, use it to build a competing outreach list or database, or add a Creator to Brand's marketing lists except where Brand has its own lawful basis and consent.

4.4.3. Roles. Brand and Roeme are each independent controllers of Creator personal data they hold, and each is responsible for its own compliance with applicable privacy and data protection laws, including the Texas Data Privacy and Security Act and, where applicable, the CCPA/CPRA and other state privacy laws.

4.4.4. Roeme's processing. Roeme processes campaign and collaboration data to operate and improve the Services. Roeme may use aggregated, de-identified data to improve the Services and to publish category-level insights that do not identify Brand.

4.4.5. Brand's own compliance. Brand is solely responsible for ensuring that Brand Materials, and Brand's own websites, applications, and platforms, protect personal privacy, including maintaining and following a written privacy policy and cookie policy, and complying with applicable law and third-party platform requirements.

4.5. Off-Platform Engagement

4.5.1. Marketplace access. Roeme operates a marketplace. What Brand's subscription buys is access to Creators Brand would not otherwise have found, and to the sourcing, matching, and reputation infrastructure that makes that access possible. The identity of those Creators is Roeme's Confidential Information. A Creator introduced to Brand through the Services, and with whom Brand had no documented pre-existing relationship, is an "Introduced Creator."

4.5.2. Restriction. During the Term and for twelve (12) months after its expiration or termination, Brand will not engage an Introduced Creator for paid or gifted collaborations outside the Services, or induce an Introduced Creator to end or reduce its relationship with Roeme.

4.5.3. Exceptions. Section 4.5.2 does not restrict Brand from (a) engaging any Creator with whom Brand had a documented relationship before that Creator was introduced through the Services; (b) responding to a Creator who initiates contact with Brand without solicitation by or on behalf of Brand; (c) engaging any Creator who responds to a general advertisement or public posting not specifically targeted at Roeme Creators; or (d) continuing a collaboration initiated and fulfilled through the Services.

4.5.4. Conversion. Brand may engage an Introduced Creator outside the Services at any time, without breaching this Section, by notifying Roeme in writing and paying the conversion fee for that Creator published in the Services at the time of notice. On payment, this Section no longer applies to that Creator.

4.5.5. Remedies. Before pursuing any remedy under this Section, Roeme will notify Brand in writing and allow Brand fifteen (15) days to cure, including by electing conversion under Section 4.5.4. Brand agrees that a breach would cause Roeme irreparable harm for which monetary damages are inadequate, and that Roeme may seek injunctive relief without posting bond, in addition to any other remedy.

4.6. Copyright Complaints

Roeme responds to notices of alleged copyright infringement. If Brand believes material on the Services infringes its copyright, Brand may notify Roeme at support@getroeme.com, identifying the work claimed to be infringed, the material claimed to be infringing and where it appears, Brand's contact information, and a statement that Brand believes in good faith the use is not authorized. Roeme may remove or disable access to material that is the subject of a notice, will take reasonable steps to notify the party who uploaded it, and may restore it if that party responds with a good-faith explanation. Roeme will terminate, in appropriate circumstances, the accounts of Brands and Creators who repeatedly infringe.

5. WARRANTIES, INDEMNITY, AND LIABILITY

5.1. Mutual Representations

Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and perform its obligations, and is under no legal impediment to doing so.

5.2. Brand Representations and Warranties

Brand represents and warrants that: (i) all information Brand provides is accurate and does not violate any confidentiality obligation, other contractual obligation, or third-party right; (ii) Brand owns Brand Materials and Feedback or holds all rights, licenses, consents, and releases necessary to grant the rights in this Agreement, without causing Roeme to incur any third-party obligation or liability; (iii) Brand does not operate a platform that competes with the Services and is not using the Services to develop, benchmark, or support one; (iv) Brand will comply with all applicable laws and regulations in its use of the Services; and (v) Brand Materials are distributed in compliance with all applicable law, including the FTC Endorsement Guides. Brand will notify Roeme promptly of any event that might constitute a breach of these representations.

5.3. Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, INCLUDING ANY DATA, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ROEME DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ROEME MAKES NO WARRANTY THAT THE SERVICES WILL MEET BRAND'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SERVICE, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.

ROEME DOES NOT VET, ENDORSE, EMPLOY, OR GUARANTEE THE PERFORMANCE OF ANY CREATOR, AND MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY CREATOR'S CONTENT, CONDUCT, OR COMPLIANCE. ROEME MAKES NO REPRESENTATION OR WARRANTY THAT ANY CAMPAIGN WILL ATTRACT ANY NUMBER OR QUALITY OF APPLICANTS, THAT ANY CREATOR WILL ACCEPT AN OFFER OR DELIVER ANY CONTENT, OR THAT ANY CONTENT WILL REACH ANY AUDIENCE. ROEME MAKES NO REPRESENTATION OR WARRANTY REGARDING BRAND'S POTENTIAL EARNINGS, BOOKINGS, OR SALES, WHICH DEPEND ON FACTORS BEYOND ROEME'S CONTROL. IT IS POSSIBLE THAT BRAND WILL NOT EARN ANY MONEY OR INCREASE IN SALES AT ALL.

NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY BRAND FROM ROEME OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. ANY STATEMENT BY ROEME'S EMPLOYEES, SALES REPRESENTATIVES, AGENTS, CONTRACTORS, PARTNERS, OR AFFILIATES — INCLUDING ANY ESTIMATE, PROJECTION, OR EXAMPLE OF RESULTS — IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A REPRESENTATION, WARRANTY, OR COMMITMENT BY ROEME.

5.4. Insurance and Credentials

Brand will maintain, at its own expense and throughout the Term, commercial general liability insurance appropriate to its business, any professional liability coverage customary for the services it provides, and any coverage required by applicable law or by any licensing authority governing Brand. On Roeme's request, Brand will provide evidence of that coverage and of any professional or occupational license, permit, medical direction arrangement, or regulatory registration Brand represents it holds under Section 3.5. Roeme may suspend Brand's campaigns until requested evidence is provided.

5.5. Indemnity

5.5.1. Mutual. Each party ("Indemnifying Party") will indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents ("Indemnified Party") from any third-party claim, and all resulting liabilities, judgments, settlements, losses, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees (collectively, "Damages"), arising out of (i) the Indemnifying Party's breach of this Agreement; (ii) its violation of applicable law; or (iii) its gross negligence or willful misconduct.

5.5.2. Brand indemnity. Brand will additionally indemnify, defend, and hold harmless Roeme from any Damages arising out of or relating to: (i) Brand Materials, including any claim that they infringe or misappropriate any intellectual property right or violate any right of publicity or privacy; (ii) Brand's goods, services, products, or treatments, including any claim of bodily injury, death, property damage, or product liability suffered by any Creator or customer, regardless of whether the claim also alleges a breach of this Agreement; (iii) Brand's direct dealings with any Creator, including any claim relating to non-payment, worker classification, employment status, wage-and-hour law, or freelance-worker protection law; (iv) any commission, referral fee, or other incentive Brand offers, including any claim under anti-kickback, patient-solicitation, or fee-splitting law; (v) Brand's failure to comply with Section 3.3 or Section 3.5; (vi) Brand's handling of Creator data; and (vii) anything Brand offered a Creator and failed to honor.

5.5.3. Procedure. The Indemnified Party will promptly notify the Indemnifying Party of any claim; failure to give prompt notice relieves the Indemnifying Party only to the extent it is materially prejudiced. The Indemnifying Party will control the defense with counsel reasonably acceptable to the Indemnified Party and may not settle in a manner imposing any obligation or admission on the Indemnified Party without its prior written consent, not to be unreasonably withheld. The Indemnified Party may participate with its own counsel at its own expense.

5.6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, AND EXCEPT AS ARISING OUT OF A PARTY'S FRAUD, WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS: (i) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY LOSS OR DAMAGE OF ANY KIND, INCLUDING LOST PROFITS OR GOODWILL, WHETHER ALLEGED IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY IN ADVANCE; AND (ii) EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE SERVICES FEES PAID OR PAYABLE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER SECTION 4.3 (CONFIDENTIALITY), SECTION 4.5 (OFF-PLATFORM ENGAGEMENT), AND SECTION 5.5 (INDEMNITY) WILL NOT EXCEED THREE (3) TIMES THE SERVICES FEES PAID DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6. GENERAL TERMS

6.1. Governing law. The laws of the State of Texas, without regard to conflict of law provisions, govern this Agreement and any dispute arising out of or relating to it.

6.1.1. Informal resolution. Before commencing arbitration, the party raising a dispute will send the other written notice describing it and the relief sought. The parties will attempt in good faith to resolve it for thirty (30) days from that notice. This requirement does not apply to a request for injunctive or equitable relief under Section 6.1.5.

6.1.2. Binding arbitration. Except as set forth in Sections 6.1.4 and 6.1.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services (a "Dispute") will be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Brand acknowledges that its use of the Services is for commercial purposes and that Brand is not a "consumer" for purposes of the AAA rules. The arbitration will be conducted in English, before a single arbitrator, seated in Dallas County, Texas. The arbitrator has exclusive authority to determine the scope, validity, enforceability, and arbitrability of any Dispute, including threshold questions. The arbitrator may award any relief available under applicable law and will issue a reasoned written award. Judgment may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees and costs unless the AAA rules or applicable law provide otherwise. The proceedings and award will be kept confidential except as necessary to enforce or challenge the award.

6.1.3. Class action waiver. BRAND AND ROEME AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE ARBITRATION. BY ACCEPTING THIS AGREEMENT, BRAND AND ROEME EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE PROCEEDING. If this Section 6.1.3 is found unenforceable, the entirety of Section 6.1.2 is null and void and the Dispute will be resolved under Section 6.1.4.

6.1.4. Court proceedings. To the extent a Dispute is determined not to be subject to arbitration, or where Section 6.1.3 renders Section 6.1.2 void, it will be resolved exclusively in the state or federal courts located in Dallas County, Texas. Each party irrevocably consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. Either party may bring an individual claim in small claims court in Dallas County, Texas if it qualifies.

6.1.5. Injunctive relief. Notwithstanding Section 6.1.2, either party may seek injunctive relief, specific performance, or other equitable remedy in any court of competent jurisdiction to prevent or address an actual or threatened breach of Section 3.6 (Acceptable Use), Section 4.3 (Confidentiality), or Section 4.5 (Off-Platform Engagement), without posting bond or proving actual damages. This right is in addition to, not in lieu of, any other remedy.

6.1.6. Time limit. Any Dispute must be commenced within one (1) year after the claim accrues, or it is permanently barred, except where a shorter or longer period is required by applicable law.

6.2. Trade restrictions. Brand will comply with all applicable U.S. export control and economic sanctions laws, including those administered by the Office of Foreign Assets Control and the Department of Commerce. Brand represents that neither Brand nor any person controlling it is located in a comprehensively sanctioned jurisdiction or designated on any U.S. or United Nations restricted-party list, and will notify Roeme immediately if that ceases to be true. Roeme may suspend or terminate this Agreement if Brand becomes subject to these restrictions.

6.3. Non-disparagement. Except as permitted by applicable law, neither party will make knowingly false statements of fact that denigrate the reputation, goods, or services of the other. This does not restrict good-faith reviews, opinions, or statements required by law or legal process.

6.4. Relationship; no third-party beneficiaries. No employment, partnership, agency, franchise, or joint venture exists between Brand and Roeme. This Agreement confers no benefit on any third party except as expressly stated in this Section.

6.5. Assignment. Brand may not assign or delegate any right or obligation under this Agreement without Roeme's written consent, except to a successor in interest in connection with a merger or sale of substantially all of its assets, on written notice to Roeme. Any other purported assignment is void. Roeme may assign and delegate its rights and obligations without consent.

6.6. No waiver. No term may be waived except by written agreement signed by the party to be charged. Failure or delay in enforcing any right is not a waiver. All rights and remedies are cumulative and in addition to any others available at law or in equity.

6.7. Severability. If any provision is held invalid or unenforceable in any jurisdiction, that holding affects only that provision in that jurisdiction. To the extent legally permissible, a provision reflecting the parties' original intent will be substituted.

6.8. Survival. Sections 2.2 (Fees and Taxes), 3.1.2 (Direct Agreement), 3.4 (Content and Usage Rights), 4 (Data, Intellectual Property, and Confidentiality), 5 (Warranties, Indemnity, and Liability), and 6 (General Terms) survive expiration or termination of this Agreement.

6.9. Force majeure. Neither party is liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, government action, disaster, fire, earthquake, strike, pandemic, epidemic, civil disorder, or utility or network failure. Performance obligations are extended for the period of the delay. Force majeure does not excuse any payment obligation.

6.10. Notices; changes to this Agreement. All required communications will be sent by email and are deemed delivered one (1) business day after sending. Notices to Roeme go to support@getroeme.com. Notices to Brand go to the Billing Email in Brand's Order, which Brand is responsible for keeping current.

This Agreement, together with Brand's Order, is the entire agreement between the parties regarding the Services, and supersedes all prior negotiations and agreements, including any policy or terms Brand issues. Roeme expressly rejects any Brand-issued document not executed in accordance with this Section. Roeme may update this Agreement by publishing the updated Agreement at getroeme.com/terms with a new effective date, and Brand's acceptance occurs as set forth in the preamble. Roeme will give Brand at least thirty (30) days' advance notice by email of any update that materially and adversely affects Brand's rights, and any price change is governed by Section 2.7.2. Any amendment specific to Brand may be made only by a written instrument referring to this Agreement and executed by both parties, where execution by Roeme must be by a duly authorized officer.

6.11. Electronic acceptance and records. Brand's acceptance by checking the acceptance box constitutes Brand's electronic signature and has the same legal force as a handwritten signature. Roeme will record, and Brand consents to Roeme recording, the date and time of acceptance, the effective date of the Agreement accepted, the text of the acceptance disclosure presented to Brand, the Order accepted, the accepting user's name and email address, the originating IP address, and the browser user agent (the "Acceptance Record"). Brand agrees the Acceptance Record may be relied upon and admitted as evidence of this Agreement to the same extent as an original written agreement, and may request a copy at any time by emailing support@getroeme.com.

6.12. Interpretation. Headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."

Roeme Inc. · support@getroeme.com · getroeme.com