INFLUENCER PROGRAM TERMS
Last Updated: November 5, 2025
These Influencer Program Terms (these “Terms”) form a binding legal agreement between the individual accepting these Terms (“you”) and Roam HQ, Inc. (“Roam”), and sets forth the terms and conditions for your participation in Roam’s Influencer Program (the “Influencer Program”) and access to and use of Roam’s Influencer Dashboard (the “Influencer Dashboard”).
By clicking “accept” or otherwise accessing or using the Influencer Dashboard in any way, you represent that: (1) you have read, understand, and agree to be bound by these Terms; (2) you are of legal age to form a binding contract with Roam; and (3) you have the authority to enter into these Terms. Roam and Influencer may also be referred to individually as a “Party” or collectively as the “Parties”.
These Terms will become effective upon the date of your acceptance hereof (the “Effective Date”). If you do not agree to be bound by these Terms, you may not participate in the Influencer Program or access or use the Influencer Dashboard. These Terms are subject to change by Roam in its sole discretion at any time. When changes are made, Roam will make a new copy of these Terms available on this page and provide notice to you of such changes by updating the “Last Updated” date at the top of these Terms and/or sending an e-mail to you.
1. INFLUENCER PROGRAM.
1.1 Influencer Program Requirements.
In order to participate in the Influencer Program, you must:
- Submit an application to the Influencer Program and be accepted by Roam (which may be determined by Roam in its sole discretion);
- Accept these Terms;
- Submit the required banking information as requested from Roam; and
- Have your own active user account for the Service for the duration of the Term. Access and use of the Service is subject to the “Enterprise Software-As-A-Service Agreement” located at: https://ro.am/enterprise-agreement/.
1.2 Limited License.
Subject to the terms and conditions set forth herein, Roam hereby grants to you during the Term, a limited, non-transferable, revocable and non-exclusive right to use the Influencer Dashboard and to market Roam’s proprietary virtual workspace (the “Service”) and engage with prospective customers (each, a “Prospective Customer”) using the Service. These Terms do not create an exclusive agreement between you and Roam and nothing herein shall limit a Party’s ability to enter into arrangements and/or agreements with any third party.
1.3 Prospective Customer Eligibility.
Prospective Customers may be introduced to or engage with Roam via various methods as determined by Roam in its sole discretion and as further described athttps://ro.am/influencer (each, an “Approved Method”). To be eligible for Commission (as defined in Section 2 below), a Prospective Customer must meet the following eligibility criteria (collectively, the “Eligibility Criteria”):
- The Prospective Customer signed up to the Service after engaging with Roam via an Approved Method;
- The Prospective Customer is not a former or current Roam customer;
- If the Prospective Customer is an entity that you or your employer owns or is under common ownership with, you have disclosed such relationship to Roam; and
- The Prospective Customer purchases a Service subscription within one hundred and eighty (180) days of engaging with Roam via an Approved Method.
1.4 Influencer Program Benefits.
As part of the Influencer Program, you will receive the following during the Term:
- Access to Roam’s influencer resources, training, and marketing materials;
- A unique influencer link; and
- Access to the Influencer Dashboard.
1.5 Limitations.
Notwithstanding the foregoing, you shall have no authority to offer or sell the Service, negotiate any terms on behalf of Roam, or bind Roam to any contract. The prices, terms, and conditions under which Roam offers or sells the Service shall be determined by Roam in its sole discretion. Nothing herein shall obligate Roam to actually offer or sell any Service or consummate any transaction with any Prospective Customer. Roam may terminate any negotiations or discussions with any Prospective Customer at any time and has the right not to proceed with the sale of the Service without any liability or obligation to pay compensation to you.
2. COMMISSION AND PAYMENT TERMS.
For each Prospective Customer that purchases access to the Service and meets the Eligibility Criteria (each, a “Qualified Customer”), you will receive a Commission (as defined below). Commission will be paid to Influencer monthly in arrears according to Roam’s payment provider’s terms for your jurisdiction.
“Commission” means a share of Monthly Net Revenue (as defined below) calculated by Roam using a proprietary formula determined by Roam in its sole discretion and subject to change from time-to-time. Commission may be shared between you and other participants in the Influencer Program if a Qualified Customer has engaged with Roam via an Approved Method from each participant prior to purchasing access to the Service.
“Monthly Net Revenue” means the fees paid to Roam by a Qualified Customer during each month of their subscription to the Service excluding any taxes paid by such Qualified Customer or refunds issued to such Qualified Customer by Roam.
3. TERM AND TERMINATION.
These Terms are in effect from the Effective Date until terminated pursuant to the terms set forth below (the “Term”).
Either Party may terminate these Terms and your participation in the Influencer Program: (i) without cause upon fifteen (15) days’ prior written notice to the other Party, or (ii) for the other Party’s uncured material breach upon five (5) days’ prior written notice to the other Party of such material breach if such breach remains uncured at the expiration of such period.
In addition, these Terms and your participation in the Influencer Program shall automatically terminate if you no longer have your own active account for the Service.
Upon termination of these Terms and your participation in the Influencer Program, you agree to cease all marketing and promotional activities including your use of the unique influencer link.
4. PUBLICITY.
You shall not publicly disclose or issue any press release or make any other public statement concerning your participation in the Influencer Program without the prior written approval of Roam, except to the extent that you are required by applicable law to make a public disclosure or filing.
5. INTELLECTUAL PROPERTY.
Roam retains all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service and all of its other products and services including all underlying technology. Roam owns the Roam mark and all related variations, stylizations, graphics, logos, trade dress, and trade names used on or in connection with the Service and/or the Influencer Program (collectively, the “Roam Marks”). You are granted a limited, non-transferable, revocable and non-exclusive right during the Term to use the Roam Marks provided by Roam to you solely as directed by Roam and in the form and format approved by Roam, which may be updated by Roam from time to time in its sole discretion. Any use of the Roam Marks not expressly permitted hereunder must be approved by Roam in writing.
6. CONFIDENTIALITY.
As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential”. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was rightfully obtained by the Receiving Party on a non-confidential basis from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information.
The Receiving Party shall: (i) protect the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (iii) not disclose Confidential Information of the Disclosing Party to any third party except to its employees, contractors and agents who have a need to know such Confidential Information and who are subject to confidentiality obligations with respect to the Confidential Information that are at least as protective as the terms set forth herein.
If Receiving Party is required by law or court order to disclose Confidential Information, then Receiving Party shall, to the extent legally permitted, provide Disclosing Party with advance written notice and cooperate in any effort to obtain confidential treatment of the Confidential Information. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, therefor upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have under the law. To the extent the information shared between the Parties constitutes personal data as defined under applicable data protection laws, both Parties will comply with the same. Any personal data of yours that Roam may receive shall be processed in accordance with Roam’s Privacy Policy.
7. REPRESENTATIONS AND WARRANTIES.
Each Party represents and warrants to the other that it has full power and authority to enter into these Terms and that they are binding upon such Party and enforceable in accordance with their terms.
You further represent and warrant that:
(i) you have all sufficient rights and permissions to participate in the Influencer Program;
(ii) your participation in the Influencer Program will not conflict with any of your existing agreements or arrangements;
(iii) you own all necessary rights required to grant Roam all licenses and rights granted under these Terms;
(iv) you will only use materials approved by Roam for any permitted marketing efforts related to the Service; and
(vi) you will comply with all applicable laws, including, but not limited to, laws regarding required disclosures, e-mail communication, and telemarketing.
EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
8. INDEMNIFICATION.
You agree to indemnify, defend, and hold harmless Roam, its parents, subsidiaries, affiliates, officers, employees, agents, Influencers, suppliers, and licensors (each, a “Roam Party”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) in connection with any third party claim relating to or arising out of your: (i) breach of these Terms, including, but not limited to, any of its representations or warranties; (ii) violation of any rights of another party, including any Prospective Customers; or (iii) gross negligence or willful misconduct.
Roam reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Roam in asserting any available defenses. This provision does not require you to indemnify any Roam Party for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact by a Roam Party in connection with the Influencer Program or the Service.
You shall not accept any settlement that: (i) imposes an obligation on Roam; (ii) requires Roam to make an admission; or (iii) imposes liability not covered by these indemnification obligations or places restrictions on Roam without Roam’s prior written consent. You agree that the provisions in this section will survive any termination of these Terms.
9. LIABILITY.
EXCEPT FOR: (I) DAMAGES ARISING FROM A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, AND (II) YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUES, OR LOSS OF BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THE INFLUENCER PROGRAM OR THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE INFLUENCER PROGRAM AND THESE TERMS, REGARDLESS OF CAUSE OR THEORY OF RECOVERY, WILL NOT EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE GREATER OF: (X) ONE THOUSAND U.S. DOLLARS ($1,000), OR (Y) TOTAL AMOUNT OF COMMISSION PAID AND PAYABLE BY ROAM TO YOU DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE FIRST CLAIM ARISES.
10. MISCELLANEOUS.
10.1 Relationship of the Parties.
The relationship of the Parties is one of independent contractors, and neither Party is an agent of, or has any authority to bind, the other Party.
10.2 Assignment.
These Terms, including your rights and obligations set forth herein, may not be assigned, subcontracted, delegated or otherwise transferred by you without Roam’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
10.3 Choice of Law and Exclusive Venue.
The Parties agree that all claims and disputes arising out of or relating to the Influencer Program and these Terms will be litigated exclusively in the state or federal courts located in New York, NY and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
10.4 Notice.
You are responsible for providing Roam with your most current e-mail address for notices. In the event that the last e-mail address you provided to Roam is not valid, or for any reason is not capable of delivering to you any notices required/ permitted hereunder, Roam’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may provide notices to Roam at the following address: 74 Reade St, #1W, New York, NY 10007; or via email to: grace@ro.am. Such notice shall be deemed given when received by Roam by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
10.5 Waiver.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Any waiver of rights under these Terms will not be effective unless it is in writing and signed by an authorized representative of the Party that is waiving the rights.
10.6 Severability.
If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the Parties, and the remaining portions shall remain in full force and effect.
10.7 Survival.
All provisions of these Terms which by their nature should survive, shall survive termination, including without limitation, confidentiality, indemnification, ownership provisions, warranty disclaimers, and limitation of liability.
10.8 Entire Agreement.
These Terms are the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersede and merge all prior discussions between the Parties with respect to such subject matter.