Master Terms and Conditions For Influencer Marketing

Effective as of June 6, 2024

These Master 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.

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. cover 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 on clothing 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 understands and 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 provided by Marketer, upon request (an example of such a release 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 in accordance with the Publishing Schedule outlined in the Creator Agreement.

B. Review Period. Except as otherwise provided in the Creator Agreement, Marketer shall be entitled to two (2) rounds of concise, reasonable revisions of the Content, provided that in the event Marketer requests any edits or any reshoots based on criteria beyond or materially differing from the guidelines provided in the Creative Brief, an additional rate may be negotiated between the parties for such revisions/edits. Creator will incorporate any edits within two (2) days of receipt.

C. Publication Dates. Once approved by Marketer, Creator will publish Content on the agreed-upon Publication Date(s), as indicated in the Creator Agreement.

D. Original Assets. The high-resolution 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. Creator agrees that, in the event Content is not published or is rejected by the Brand, Creator shall not make any use, commercial or otherwise, of such Content.

F. Prohibitions. Creator acknowledges and agrees that during the Campaign Term, it shall be prohibited from posting about, promoting, or publicly discussing in any media the following, without the prior approval of the Marketer in writing (email acceptable): (i) the Brand; (ii) Creator’s involvement in the Campaign; and/or (iii) any events or locations the Creator has attended or visited solely in connection with the Campaign. If approved, the Creator acknowledges and agrees that it shall ensure such posts, promotions, and/or communications comply with all applicable disclosure laws or regulations.

G. Publication Duration. Except as otherwise provided in the Creator Agreement, all Content must remain live on Creator’s social media accounts for a minimum of 45 days from the Publication Date(s) (the “Publication Duration”).

H. Analytics. Creator must provide access to any Content analytics required under the Creator Agreement. Creator shall provide the analytics for the deliverables outlined in the Creator Agreement in a manner mutually agreed upon by the parties before such analytics/metrics disappear, but in no event, later than one (1) week from the date the Content was published.

I. Modifications. Following publication, should Creator be asked to reasonably modify or to remove any Content posted in connection with the campaign (or any non-approved posts or content, as described in Subsection F above), 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 Publication Date of Content, provided that Creator does not remove Content for the entire Publication Duration (the “Payment Terms”).

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’s will not incur any transfer fees on the Creator’s end.

4. Cancellation and Failure to Launch

A. Termination for Convenience. Marketer may terminate the Creator Agreement, in whole or in part, without cause immediately upon providing notice to Creator, upon which, Creator will cease to provide any services or Content. Except as otherwise provided in the Creator Agreement, in the event of such termination for convenience, Marketer shall remit to Creator a pro-rata portion of the Fee(s) earned for all services performed and Content provided in compliance with the terms of the Creator Agreement and the Creator Brief prior to the date of termination.

B. 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. Except as otherwise provided in the Creator Agreement, in the event of a termination by Marketer due to an uncured material breach by Creator, no compensation shall be due or owing. Except as otherwise provided in the Creator Agreement, in the event of a termination of the Creator Agreement by Creator for Marketer’s uncured material breach, Marketer shall remit to Creator a pro-rata portion of the Fee(s) earned for all services properly performed and Content created in accordance with the Creator Agreement and accepted by Marketer up to the date of termination.

C. Morals Clause. Marketer shall have the right to terminate the Creator Agreement immediately (without a cure period) upon written notice to Creator if Creator commits any act, or if Creator conducts itself in a manner which shall be an offense involving moral turpitude, in Brand’s reasonable opinion, or under federal, state, or local laws, which might reasonably tend to bring Creator or Brand into public disrepute, contempt, scandal, or ridicule, or which may reasonably embarrass, offend, insult, shock, or denigrate individuals or groups, or the Brand’s community, or reflect unfavorably on Brand during the Campaign Term. Creator acknowledges and agrees that in the event any previous acts or conduct of the Creator that occurred prior to the Campaign Term, only become public knowledge or a matter of public interest during the Campaign Term, it shall be of the same effect as if the act or conduct itself took place during the Campaign Term. 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 only be compensated for Content that has been accepted by the Brand, and that the Brand agrees, solely at its own discretion, to continue to use following such breach.

D. 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 Creator Agreement.

5. Content Rights

A. Organic Usage Rights. Except as otherwise provided in the Creator Agreement, as between the parties, Creator shall retain sole ownership of any and all Content created in connection with the Creator Agreement (excluding any materials or content provided by Marketer or the Brand). Except as otherwise provided in the Creator Agreement, 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 organically 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, resharing, commenting for a period of twelve (12) months (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. Paid Media Usage Rights. Except as otherwise provided in the Creator Agreement, Creator will allow Marketer and/or Brand to promote the Content via or paid digital, social, video, native, or programmatic ads for a period of twelve (12) months (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.

C. Promotion Rights. Creator grants Marketer 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 Marketer’s own services. Additionally, the Creator grants to Marketer the right to include Content in their portfolio, videos, website and other forms advertising in perpetuity provided that Marketer credits the Creator. Notwithstanding the foregoing, Marketer agrees that it shall cease its use of the Content and remove it from Marketer’s social media channels and publicly facing website(s), as soon as commercially reasonable, upon the request of the Creator.

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. Creator 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, materials, 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 Agency’s Authority. If an agency or entity is entering into the Creator Agreement on Creator’s behalf, such agency or entity 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 the applicable Creator Agreement.

F. Release of Liability. Creator agrees that it 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”) in connection with any Campaign. “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 or Brand. Notwithstanding the foregoing, the parties acknowledge and agree that this Section shall not apply to any claims or action arising in connection with Marketer’s breach of the Creator Agreement or in connection with any claims or actions covered by Marketer’s indemnifications obligations.

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 affiliated companies, 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 the Creator Agreement. Additionally, solely to the extent it is available to Marketer via pass-through indemnification from the Brand, 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 (i) Creator’s use, distribution, and/or exploitation of any images, materials, or media provided by Marketer or Brand, provided such use, distribution, and/or exploitation is in compliance with the Creator Agreement; and (ii) the use, distribution and/or exploitation of the Content by Marketer beyond the scope of the license granted by Creator 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 the Creator 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.