Master Terms For Influencer Marketing

Effective as of February 2, 2024

These Terms and Conditions for Influencer Marketing (the “Master Terms”), provide the foundation for agencies, brands, and creators to conduct business in a manner acceptable to all parties. For the avoidance of doubt, to the extent there is any conflict between the Master Terms and an applicable Creator Agreement, the terms provided in the Creator Agreement shall control.

DEFINITIONS

“Creator” means the person or entity producing and posting content to promote a brand.

“Marketer” means the company hiring the influencer, this may be the owner of the brand or an Ad Agency.

“Brand” means the company, product, or service being promoted in a piece of content.

“Ad Agency” means a third-party marketing firm acting on behalf of, or with the permission of, the brand. “Content” means the original content produced specifically for the brand.

“Creator Agreement” means the document that outlines the engagement, expectations, payments, and deliverables for a specific influencer marketing project.

1. Content Requirements

Creator will adhere to the following guidelines for the Content, unless otherwise specified in writing by the Marketer:

A. The Content will:

a. be within the Brand guidelines and specifications outlined in the Creator Agreement;

b. be an original creation or work of authorship of the Creator; and

c. over the specified topic and follow the specified tone and voice.

B. The Content will NOT:

a. include anything related to profanity, sex, drugs, politics, religion, alcohol or other controversial topics, unless the Brand is directly associated with such topic (e.g., a brand of tequila);

b. include, mention or discuss other brands besides the Brand;

c. include any third-party intellectual property, including any logos or images that are visible onclothing or accessories, background art, etc.; or include any copyrighted materials, such as music,images, likenesses, etc.

d. include any third-parties that were not specifically engaged by the Marketer. Creator understandsand acknowledges that in the event any other people are approved to be included in the Content, Creator agrees to ensure that any other persons appearing in the Content execute a release (an example of which can be found at izea.com/mst/nvlrelease).

2. Content Review, Approval, and Post-Publication Obligations

Creator and Marketer will adhere to the following Content review and approval structure. Failure by the Creator to do so may result in a loss of compensation (including a clawback of monies already paid to Creator) and other remedies, up to and including termination for cause of any related contracts.

A. Content Review. Content must be reviewed and approved by the Marketer in writing (email is sufficient) prior to publishing. With the exception of live events, content must be submitted sufficiently prior to Publish Dates as outlined in the Creator Agreement.

B. Review Period. The Marketer will review Content and will request edits on any information in the Content that may be incorrect or any Content requirements that were not met pursuant to the Creator Agreement. Creator will incorporate any edits within two (2) days of receipt.

C. Publish Dates. Once approved by Marketer, Creator will publish Content on the agreed-upon publishing schedule, as indicated in the Creator Agreement.

D. Original Assets. The high quality original assets must be delivered to Marketer upon request. Creator must obtain the proper license or transfer of copyright ownership for any third-party intellectual property (such as stock music incorporated into the Content that are not owned by the Creator). Proof of such license must be provided to Marketer.

E. Marketer Discretion. Creator acknowledges that nothing herein requires the Marketer to use or approve final publishing of the Content. Marketer may choose not to have the Content published at their sole discretion, but all other obligations of the Marketer survive.

F. Publication Duration. All Content must remain live on Creator’s social media accounts for a minimum of 45 days from the Publish Date.

G. Analytics. Creator must provide access to Content analytics. Creator shall (a) connect their applicable social media account via OAuth to izea.com for supported social media channels; or, if unavailable, (b) Creator shall provide the analytics for the deliverables outlined in the Creator Agreement before such analytics/metrics disappear, but in no event, later than one (1) week from the date the Content was published.

H. Modifications. Following publication, should Creator be asked to reasonably modify or to remove any Content posted in connection with a campaign, Creator must do so within twenty-four (24) hours of receiving such instruction.

3. Payments

A. Payment Terms. Unless otherwise specified, payment of the Fee(s) will be made Net 45 days from the Publish Date of the final piece of Content required in connection with the Campaign, provided that Creator does not remove Content for the entire Publication Duration.

B. Tax Forms. In the event the Creator Agreement indicates payment will be remitted via ACH transfer, Creator agrees that it shall be required to submit a valid W9 (W8 for international transactions) form and invoice in order for the payment to be issued.

C. No Transfer Fees. Marketer acknowledges and agrees that the Fee(s) paid to Creator will not incur any transfer fees on the Creator’s end.

4. Cancellation and Failure to Launch

A. Termination for Cause. Either party may terminate the Creator Agreement upon written notice to the other party in the event of any uncured material breach by such other party, including a breach of a party’s representation, duty, or obligation under the Creator Agreement, that remains uncured forty-eight (48) hours after receipt of written notice from the other party specifying such breach in reasonable detail. In the event of a termination by Creator for Marketer’s uncured material breach, Marketer shall remit to Creator only such portion of the Fee earned for accepted Content that has not yet been paid, and shall have no further obligation to Creator. Creator agrees that, in the event Content is not published or is rejected by the Brand, Creator shall relinquish all rights in such Content and shall not make any use, commercial or otherwise, of such Content.

B. Morals Clause. Marketer shall have the right to terminate the Creator Agreement immediately (without a cure period) upon written notice to Creator if Creator shall have committed or commits any act, or if Creator shall have conducted or conducts itself in a manner which shall be an offense involving moral turpitude, in Brand’s opinion, or under federal, state, or local laws, or which might tend to bring Creator or Brand into public disrepute, contempt, scandal, or ridicule, or which may embarrass, offend, insult, shock, or denigrate individuals or groups, or the Brand’s community, or reflect unfavorably on Brand. In the event of such termination by Marketer due to Creator’s breach of this Morals Clause, the Creator Agreement shall immediately terminate, and Creator shall relinquish any amounts paid under the Creator Agreement and forfeit any further compensation in connection therewith.

C. Force Majeure. Except in the event of a hurricane, earthquake, terrorist act or threat, war, Act of God, or other force majeure event extending the performance period, all Content is due by the deadline(s) indicated in the Creator Agreement, unless Marketer otherwise agrees in writing to extend such deadline(s). Failure of Creator to submit Content by the deadline, or to provide written notice to Marketer within a commercially reasonable time of a force majeure event, will be deemed an incurable breach of the Master Terms or Creator Agreement.

5. Content Rights

A. Standard Usage Rights. Creator hereby grants to the Brand and Marketer the right to use Creator’s name, voice, image, avatar, physical likeness, social media profile information, as well as Creator’s opinions, content, photographs, videos, or artistic renderings as embodied in the Content in any and all digital forms of media and advertising, including but not limited to on Brand’s owned and operated websites or social media platforms via native sharing, liking, re-gramming, re-sharing, commenting or paid digital, social, video, native, or programmatic ads for the period reflected in the Creator Agreement (the “Content Usage Term”). For the avoidance of doubt, Neither the Brand or Marketer shall be responsible for locating and removing any published Content existing online after the expiration of the Content Usage Term, and the Brand and Marketer agree that they shall make no new uses of the Content.

B. Ad Agency Promotion Rights. If an Ad Agency is a party to the Creator Agreement in the role of Marketer, Creator grants Ad Agency a worldwide, fully paid-up, royalty-free, and fully sublicensable right and license to share, use, copy, display, reproduce, republish, and distribute the Content or any portion thereof, for the purpose of promotion of the Ad Agency’s own services. Additionally, the Creator grants to the Ad Agency the right to include Content in their portfolio, videos, website and other forms advertising in perpetuity provided that Ad Agency credits the Creator.

C. Paid Media. In the event a Creator Agreement indicates that paid media is part of the campaign, Creator will allow Marketer to promote the Content during the Content Usage Term (unless another timeframe is otherwise specified in the Creator Agreement) on the applicable social media platforms using the platform’s guidelines and through Ads Manager or similar administrative access. Upon request, Creator will grant permission and “Advertiser” or similar level access to Marketer to promote the Content. Creator will assist Marketer in the process and not unreasonably withhold actions necessary for Marketer to utilize the social media platforms.

6. Exclusivity

Creator will not at any time during the time frame specified in the Creator Agreement (the “Exclusivity Term”), if applicable, render services of any kind, directly or indirectly, for any of the Brand’s Competitors, or permit the use of Creator’s name, signature, photograph, likeness, endorsement, voice or biographical material in advertising or publicity materials for any of Brand’s Competitors. “Competitors” shall include the certain category of products, services, or industries listed in the Creator Agreement, as well, as any specific brand or company names listed in the Creator Agreement. For the avoidance of doubt, in the event the Creator Agreement lists the Exclusivity Term as Not Applicable, N/A, or the Creator Agreement is silent on the Exclusivity Term, this Section 6 shall be of no effect.

7. Terms & Conditions

A. Transparency & Disclosure. Creator must clearly disclose in their Content the relationship between themselves and the Brand. Marketer requires that disclosure be made in a meaningful way that makes clear to an ordinary consumer that there is a relationship between the Creator and the Brand. Marketer reserves the right to review and monitor the disclosure practices of the Creator and to either require greater levels of disclosure (in the event that Marketer determines in its sole discretion that current disclosure practices – including placement of clear and conspicuous disclosure – are inadequate) or remove the Creator or the Content from any or all of Brand’s campaigns. Creator agrees to comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising; and to comply with all applicable local, state, federal and international laws and regulations, including but not limited to Section 5 of the Federal Trade Commission Act, in the preparation and delivery of Content.

B. Confidentiality. “Confidential Information” means any information disclosed by a disclosing party (e.g. the Brand, Marketer, or Creator) to a receiving party (e.g. the Brand, Marketer, or Creator) either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the receiving party; (ii) becomes publicly known and made generally available after disclosure to the receiving party other than through the receiving party’s action or inaction; or (iii) is in receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure by the disclosing party as shown by receiving party’s files and records. Receiving party shall not at any time (x) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to those individuals who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (y) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the receiving party and in accordance with the Terms. Receiving party agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Receiving party may disclose Confidential Information if required by law to disclose the Confidential Information, provided that receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain the disclosing party’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon its request, and also, upon termination of the Terms. Creator may not issue any press release or other public statement regarding the Creator Agreement or Creator’s involvement in any Brand campaign(s), or about Marketer or its parent and/or its affiliates, without Marketer’s prior written consent.

C. Prior Agreements. In the event of a conflict between the Master Terms and any other online agreements or terms of service previously agreed to between the parties in connection with the Creator Agreement, the Master Terms shall govern.

D. Representations. Creator represents that (i) the usage by Marketer and the Brand of the Content and Creator’s name, voice, image, and/or likeness as granted herein will not violate the rights or licenses of any third parties, and that the consent of no other person, firm, corporation, or labor organization is required to authorize such usage, and (ii) that any clothing, item, artwork, tattoo, or any other image or media to be displayed in the Content will not violate the rights or licenses of any third parties. Creator shall submit to Marketer, upon request, any necessary third-party consents, licenses, and/or releases evidencing such permission.

E. Creator’s Performance and Talent Agency’s Authority. If a Talent Agency is binding to the Master Terms on Creator’s behalf, such Talent Agency represents and warrants that it has the authority to enter into an agreement on behalf of Creator and to bind the Creator to the Master Terms and any related Creator Agreement.

F. Release of Liability. By participating in a brand campaign, Creator shall hold harmless, absolve, covenant not to sue, and release, waive, and discharge any “Claims” that Creator or its estate may have against Marketer, Brand, and its and their parents, affiliates, subsidiaries, agents (including advertising agencies), contractors, successors and assigns, and the employees, officers, and directors of all such entities (collectively, “Released Parties”). “Claims” shall include all liability, loss, theft, harm, damage, injury, illness, disability, death, cost, or expense resulting from or arising out of Creator’s participation in the campaign except to the extent any of the foregoing is caused by the grossly negligent acts or omissions or willful misconduct of Marketer.

G. Insurance. Marketer represents that it has sufficient insurance to cover any and all liabilities arising out of Marketer’s acts or omissions in connection with the Creator Agreement.

H. Indemnification.

a. Creator expressly agrees to and shall indemnify Marketer (including its subsidiary and affiliatedcompanies, successors, assigns, licensees, employees, and agents) and the Brand from and against any and all third-party claims, demands, actions, or causes of action, damages, liabilities, costs, expenses and losses of any nature or kind whatsoever arising out of or relating to the Creator Agreement, and any breach of a representation or warranty made by Creator hereunder.

b. Marketer shall indemnify Creator from and against any and all third-party claims, demands, actions, or causes of action, damages, liabilities, costs, expenses and losses of any nature or kind whatsoever arising out of or relating to Marketer’s uncured material breach of this Agreement.

c. In the event this Agreement is directly between a Brand and a Creator, and no Ad Agency is included in the Creator Agreement, the Brand additionally agrees that it shall indemnify the Creator against third party claims arising out of the development, production, distribution and exploitation of the Content by Brand, and any element thereof or right therein (including, without limitation Brand’s products and intellectual property) except where the same shall be subject to Creator’s own indemnification obligations herein.

d. In the event the Creator Agreement does include an Ad Agency as a party to the Creator Agreement, the Marketer agrees that to the extent it is available via pass-through indemnification from the Brand, Ad Agency shall indemnify the Creator against third party claims arising out of the development, production, distribution and exploitation of the Content by Brand, and any element thereof or right therein (including, without limitation Brand’s products and intellectual property) except where the same shall be subject to Creator’s own indemnification obligations herein.

I. Notices. Marketer may give general notices to Creator by electronic mail to the e-mail address provided by Creator to Marketer. It is the party’s responsibility to ensure that their e-mail address and any other contact information provided to Marketer is updated, current and correct.

J. Governing Law and Jurisdiction. The Master Terms and related Creator Agreement(s) will be governed by, and construed in accordance with, the internal laws of the State of Florida without regard to its conflict of law principles. Each party consents to submit to the jurisdiction of the courts of Orlando, Florida, for any action, suit or proceeding arising out of or relating to this Agreement. Each party further waives any objection to the laying of venue of any such action, suit or proceeding in such courts, and further agrees not to plead or claim in any such court that any such action, suit or proceeding has been brought in an inconvenient forum.