Exhibit A

Social Media Platforms; Requirements for Posts; Publishing Schedule

Influencer Marketing Agreement — Terms & Conditions

1. 1.Term; Binding

   This Agreement is effective from the date of execution and continues for 12 month(s) ("Term") unless terminated earlier under Section 15.

2. 2.Social Media Posts

   During the Term, you agree to publish the Posts ("Deliverables") on the platforms identified in Exhibit A. The Posts will conform to the specifications and instructions outlined in Exhibit A. You shall create all Posts to comply with the requirements below.

   1. 2.1. Your Posts must comply with the Federal Trade Commission's Endorsement Guides ("FTC"). You must clearly and conspicuously disclose your "material connection" with us — making it clear you are a paid creator. Disclosures cannot be buried in hashtags or hidden behind a "more" link. Full requirements are set out in Exhibit B (Standards of Conduct).
   2. 2.2. Your Posts must only include factual statements about the Brand and its products that you know to be true and the Brand can verify.
   3. 2.3. Your Posts will reflect your own honest opinions, beliefs, and experiences.
   4. 2.4. Your Posts will be original and created solely by you.
   5. 2.5. Your Posts will not include third-party intellectual property (music, photos, artwork, trademarks, logos).
   6. 2.6. Your Posts will not include any person, or personally identifiable information about anyone, other than you, without our prior written approval.
   7. 2.7. Your Posts will comply with the rules of the applicable social media platforms.
   8. 2.8. Your Posts will comply with our standards of conduct (Exhibit B) and any other policies we provide.
   9. 2.9. Your Posts will comply with all applicable laws, rules, and regulations.

3. 3.Schedule

   With respect to each Post due during the Term, you will (a) publish each Post on a timely basis according to the schedule in Exhibit A; (b) submit all Posts to the Company for prior review and approval within the due-date schedule provided in Exhibit A.

4. 4.Monitoring Posts

   You understand that we maintain the right to monitor your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by: (1) requiring you to fix, takedown, or remove the Post; (2) fixing the Post ourselves or through one of our agents; (3) withholding payment of the Fee; (4) terminating the Agreement under Section 15 for material breach.

5. 5.Ownership and License

   Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights, for the first 30 days after posting. During this time, Company will own each Post as a work made for hire as defined in Section 101 of the Copyright Act of 1976.

   1. 5.1. "Content" refers to any and all video files, images, text, and other creative materials developed, produced, and delivered by the Creator under this Agreement.
   2. 5.2. The Creator agrees to provide a version of the Content that excludes music ("Raw Content") which the Company can use for paid ads during the usage period.
   3. 5.3. The Creator grants the Company a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display, and perform the Content. Creator hereby grants Company the right to grant Brand and its affiliates the necessary rights to use the Content.
   4. 5.4. Usage Rights: The Company is granted 30-day paid usage from first posting (30 days). Usage is worldwide, royalty-free, and irrevocable for both organic and paid promotional activities across social media, websites, and digital marketing campaigns.
   5. 5.5. Coordination with Brand: The influencer acknowledges that Company will coordinate with Brand and its affiliates to ensure the Content meets campaign objectives, including granting necessary usage rights and facilitating account access.

6. 6.Exclusivity

   For 7 day(s) after posting, the Creator agrees not to engage in any activities — including promotional activities, content creation, or providing services — that directly compete with the Brand's products or services, without prior written consent from the Company.

   1. 6.1. This non-compete restriction applies to any activities that would directly or indirectly promote, endorse, or support products, services, or entities in competition with the Brand. It extends to all forms of media including social media posts, videos, blogs, podcasts, livestreams, and interviews.
   2. 6.2. This non-compete shall not prohibit the Creator from engaging in activities unrelated to the Brand's business or from collaborating with non-competing brands.

7. 7.Use of Your Name, Likeness, and Information

   For 30 day(s) after posting, you grant to the Company and any affiliates the right to use your name, image, likeness, biographical, professional, and other identifying information ("Likeness") in connection with the Campaign and Posts. This includes both organic and paid promotional channels.

8. 8.Payment; Waiver of Claims

   Company shall pay you for your services under this Agreement, including the Posts and all related deliverables, solely for the amounts set forth in Exhibit A. You hereby waive all claims to any compensation beyond what is stated in Exhibit A.

   1. 8.1. Payment Terms: Net 14 — 100% paid within 14 days of posting + ad codes provided. Industry standard. Payment methods: ACH, Bank Wire, PayPal, Apple Pay.
   2. 8.2. Full Compensation: The compensation received from Company constitutes the full and complete payment for all services rendered under this agreement.
   3. 8.3. Filing out a payment form and a W-9 (US) or W-8BEN (non-US) is mandatory for payment to be made.

9. 9.Confidentiality

   You may be exposed to information about the Brand's and Company's products, services, marketing strategies, trade secrets, and other non-public information ("Confidential Information"). You agree to maintain the confidentiality of all Confidential Information and to refrain from disclosing or using it for any purpose other than the Campaign. The obligation to maintain confidentiality shall survive termination and continue for 2 year(s).

10. 10.Representations and Warranties

    You hereby represent and warrant that: (a) you are at least 18 years of age and have provided valid government-issued identification; (b) you are free to enter into and perform your obligations under this Agreement without violating any laws or third-party rights; (c) no claims have been made against you with regard to any of your activity that may be a violation of our Standards of Conduct (Exhibit B).

11. 11.Certifications and Certain Covenants

    You understand that by providing the Posts, you certify that each Post: (1) complies with all requirements of this Agreement; (2) is your sole and original creation; (3) has not been published elsewhere prior to our publication; (4) is not libelous or defamatory; (5) does not infringe any third-party right (copyright, trademark, patent, trade secret, IP, publicity, privacy); (6) does not knowingly make false, misleading, or disparaging remarks about individuals or organizations; (7) is not illegal, unethical, or obscene.

12. 12.Indemnification

    The Creator shall indemnify, defend, and hold harmless the Company and Brand, its affiliates, directors, officers, employees, agents, successors, and assigns from any and all losses, damages, liabilities, claims, judgments, settlements, costs, and reasonable attorney fees arising from: (1) breach of this Agreement; (2) Content infringement of third-party IP; (3) violation of laws; (4) negligence or willful misconduct. The Creator's obligation to indemnify shall not apply to Claims arising out of the Company's own negligence or willful misconduct.

13. 13.Limitation of Liability

    In no event will Company be liable for any indirect, special, incidental, or consequential damages arising out of or relating to the Agreement. Company's liability for damages, regardless of the form of action, shall not exceed the amounts payable by Company to you under the Agreement.

14. 14.Non-Solicitation of Customers

    You agree and covenant not to solicit or contact, directly or indirectly, Company's current or former customers with whom you interacted or about whom you received Customer Information for the purpose of offering services similar to or competitive with those offered by Company, for 12 month(s) immediately following the termination of your engagement.

15. 15.Termination

    You may terminate this Agreement if we commit a material breach and fail to cure within 14 day(s) of receiving notice. The Company may terminate at any time without cause upon five (5) days written notice. The Company may terminate immediately upon five (5) days notice if you: (a) materially breach this Agreement and fail to cure within 48 hours of notice; (b) commit any criminal act or act involving moral turpitude; (c) bring yourself into public disrepute, contempt, scandal, or ridicule that reflects unfavorably upon the Brand.

16. 16.Relationship of the Parties

    You understand that you are an independent contractor of Company. This Agreement does not create any employment, partnership, joint venture, or agency relationship. You have no authority to bind Company or the Brand. Company is not responsible for withholding any income, payroll, or other taxes; you are solely responsible for all such taxes.

17. 17.Miscellaneous

    This Agreement is personal to you — you may not assign or transfer your rights or obligations. Notices must be in writing. This Agreement is governed by the laws of Delaware. Each party irrevocably waives all rights to trial by jury in any proceeding relating to this Agreement. If any provision is unenforceable, the remainder will continue in full force and effect.

Exhibit B

Standards of Conduct

With respect to promotional messages, photos, or other communications made on social media platforms about the Brand and its products, services, and/or brands, all influencers must adhere to the following standards:

1. You must comply with the Federal Trade Commission's Endorsement Guides — including statements that reflect your honest beliefs and clear and conspicuous disclosure of your connection to the Brand in all your posts.
2. You may not: (a) make deceptive or misleading claims about the Brand or its competitors; (b) make claims not backed by evidence; (c) disclose confidential information; (d) disparage the Brand; (e) infringe IP rights; (f) offer products on behalf of the Brand without authorization; (g) make offensive, harassing, or hostile-environment comments; (h) post content that promotes bigotry, racism, or discrimination; (i) use ethnic slurs, personal insults, or obscenity; (j) promote unsafe activities.
3. You must adhere to: (a) posted policies of any platform on which you post; (b) any additional Brand-specific guidelines.
4. You must not create fake followers or engagement (buying followers, using bots, posting fake sponsored content).

Generated by CreatorLookup · Not legal advice — have counsel review before execution.