Brand Ambassador Agreement

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

IDENTIFICATION, AGE VERIFICATION, AND MINOR TALENT COMPLIANCE 2.1 Identity and Age Verification Required. Prior to performing any Services, Your name / business name ("Talent") must provide Client name / business name ("Client") with a valid government-issued photo ID documenting full legal name, date of birth, and photograph (e.g., driver's license, passport, state ID). 2.2 Verification Method. Identification will be verified by ID verification method (e.g., in-person inspection on set, copy retained in Client's production file). Client will retain a copy of the ID for a minimum of 2 years. 2.3 Adult Talent (18+). If Talent is eighteen (18) years of age or older, Talent may enter into this Agreement personally, and no parental or guardian consent is required. 2.4 Minor Talent (Under 18). If Talent is under eighteen (18) years of age, the following additional requirements apply: (a) Parental/Guardian Consent. This Agreement must be executed by Talent's parent or legal guardian, who shall be a signatory and shall be jointly responsible for Talent's compliance with all terms. (b) State Work Permits. Client name / business name and/or the parent/guardian is responsible for obtaining any required minor entertainment work permit or performance permit under the law of the state(s) where Services will be performed. Key states include: California (Cal. Labor Code § 1308.5; permit required), New York (Arts & Cultural Affairs Law § 35.03), and others. Work may not begin until a valid permit is obtained and on file. (c) Coogan / Trust Account (California). For Services performed in California, wages earned by a minor must comply with the California Coogan Law (Cal. Family Code § 6752). Fifteen percent (15%) of Talent's gross earnings must be set aside in a blocked trust account ("Coogan Account") in the minor's name. Client will withhold and remit this amount to the designated trust account; parent/guardian must provide account details before the first payment. (d) Set Chaperone. A parent or legal guardian of the minor must be present on-set at all times during the performance of Services. (e) On-Set Teacher. If Services are performed during school hours (as defined by the minor's enrolled school district), Client must provide a state-certified on-set teacher, unless applicable state law exempts the production. (f) Working Hour Limitations. Minor Talent's working hours are limited as required by the law of the state(s) of performance (e.g., California: maximum 8 hours/day for minors 16–17; 6 hours/day for minors 9–15). Client is responsible for scheduling compliance. 2.5 Misrepresentation of Age. If Talent misrepresents their age and is later found to be a minor, this Agreement is voidable by the parent/guardian. Client's obligations under Section 2.4 will apply retroactively.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONTENT OWNERSHIP AND LICENSE Section number.1 Influencer Ownership. As between the parties, Influencer retains all copyright and ownership rights in the Sponsored Content. Influencer is the sole author for copyright purposes. Section number.2 License Grant to Brand. Influencer grants Brand a non-exclusive license to use, reproduce, distribute, and publicly display the Sponsored Content, subject to the following limitations: (a) Duration: License duration (e.g., "for the duration of the campaign," "for twelve (12) months from the posting date," or "perpetually"). (b) Territory: License territory (e.g., "United States," "worldwide"). (c) Permitted Channels: Permitted distribution channels (e.g., Brand's owned social media, Brand's website, email newsletters). Use outside these channels requires written amendment. Section number.3 Alteration Rights. Brand no [SELECT: "MAY" / "MAY NOT"] alter, edit, crop, or modify the Sponsored Content. If alteration is permitted, Brand must: (a) not alter Sponsored Content in a way that misrepresents Influencer's opinion, association, or endorsement; and (b) obtain Influencer's written approval before publishing any materially altered version. Section number.4 Paid Advertising Use. Brand false [SELECT: "MAY" / "MAY NOT"] use the Sponsored Content in paid advertising (including social media ads, programmatic display, sponsored search). If paid advertising use is permitted, it is subject to: (a) an additional paid amplification fee of Additional paid advertising fee ($) or the whitelisting terms in Section [whitelisting-allowlisting-rights]; and (b) Influencer's prior approval of the specific ad creative before it goes live. Section number.5 Sublicensing. Brand Can Brand sublicense to affiliates/retailers? (yes/no) [SELECT: "MAY" / "MAY NOT"] sublicense the Sponsored Content to Brand's retail partners, affiliates, or distributors. Any permitted sublicense is limited to the same duration, territory, and channel restrictions as the license in this Section. Section number.6 Influencer's Retained Right to Post. Notwithstanding Brand's license, Influencer retains the right to post and display the Sponsored Content on Influencer's own social media channels and portfolio throughout the license period, subject to any exclusivity or confidentiality restrictions in this Agreement.

Representations Regarding Audience Authenticity. Your name / business name represents, warrants, and covenants to Brand/Company Legal Name that, as of the Effective Date of this Agreement and throughout the Term: (a) Authentic Followers. The follower count on Your name / business name's Platform Name (e.g., 'Instagram', 'TikTok') account (currently reported as Current Follower Count (as of Effective Date)) reflects authentic, organic followers and has not been artificially inflated through the purchase of fake followers, bots, or engagement pods. Your name / business name has not, within the twelve (12) months preceding the Effective Date, purchased followers, likes, comments, or other engagement metrics from any third-party service. (b) Organic Engagement. The engagement rate on Your name / business name's account (likes, comments, shares, saves, and other interactions) reflects organic audience engagement and has not been artificially inflated through paid engagement services, bot networks, engagement pods, or other inauthentic means. (c) Platform Compliance. Your name / business name's Platform Name (e.g., 'Instagram', 'TikTok') account is in good standing and Your name / business name has not violated Platform Name (e.g., 'Instagram', 'TikTok')'s Terms of Service, Community Guidelines, or any other applicable platform policies within the twelve (12) months preceding the Effective Date, and Your name / business name will not violate such policies during the Term. (d) Accurate Reporting. All audience demographic data, engagement metrics, and analytics information provided to Brand/Company Legal Name prior to or during the Term are accurate, complete, and derived from Your name / business name's actual account performance as reported by Platform Name (e.g., 'Instagram', 'TikTok') or a reputable third-party analytics provider. Audit Rights. Brand/Company Legal Name may, at its own expense and upon reasonable advance notice, engage a third-party auditor to verify Your name / business name's follower authenticity and engagement metrics using commercially available tools (e.g., HypeAuditor, Social Blade, or similar services). If such audit reveals that more than Fraud Threshold (e.g., '10%', '15%', or '0%' for zero tolerance) of Your name / business name's followers are fake, bots, or otherwise inauthentic, or that Your name / business name has materially misrepresented engagement metrics, Brand/Company Legal Name may terminate this Agreement immediately, demand a full refund of any fees paid, and pursue any other remedies available at law or in equity. Consequences of Breach. Any breach of the representations set forth in this Section constitutes a material breach of this Agreement and entitles Brand/Company Legal Name to the remedies set forth in the Termination for Cause and Indemnification clauses of this Agreement.

Section number. FTC ENDORSEMENT DISCLOSURE Section number.1 Disclosure Obligation. Influencer agrees to clearly and conspicuously disclose the material connection between Influencer and Brand in all Sponsored Content created or posted under this Agreement, in compliance with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as amended. Section number.2 Disclosure Standards. All disclosures must: (a) be placed where they are easily noticed and understood by the audience before they engage with the claim or call to action; (b) use clear, unambiguous language such as "#ad," "#sponsored," or "#paidpartnership" (not vague terms like "#partner" or "#collab" unless clarified); (c) not be buried in a string of hashtags or hidden behind a "more" button or link; and (d) be visible without requiring the audience to click, expand, or take any additional action. Section number.3 Platform-Specific Compliance. When a social media platform provides a built-in branded content disclosure tool (such as Instagram's "Paid partnership with" tag or YouTube's "Includes paid promotion" checkbox), Influencer must use such tool in addition to, not in lieu of, the textual disclosure required by Section Section number.2, unless Brand provides prior written approval to rely solely on the platform tool. Section number.4 Video and Audio Content. For video or audio Sponsored Content, Influencer must provide a verbal disclosure (e.g., "This video is sponsored by [Brand]") within the first thirty (30) seconds of the content, in addition to any visual or written disclosure. Section number.5 Ongoing Posts. The disclosure obligation applies to all Sponsored Content, including initial posts and any subsequent shares, re-posts, or stories that reference the Brand or the campaign, for as long as the material connection exists. Section number.6 Brand Approval. Brand reserves the right to review and approve Influencer's disclosure language prior to posting. If Brand determines that a disclosure does not meet FTC standards, Influencer will modify or supplement the disclosure within four (4) hours of Brand's written notice. Section number.7 Liability. Influencer acknowledges that failure to comply with FTC disclosure requirements may subject both Influencer and Brand to FTC enforcement action, civil penalties, and reputational harm. Influencer agrees to indemnify Brand for any losses arising from Influencer's failure to comply with this Section.

FTC Disclosure Placement and Language (Prescriptive). To ensure compliance with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and the FTC's interpretive guidance rejecting vague or ambiguous disclosures, both parties covenant that every piece of sponsored content, brand partnership, or paid endorsement published under this Agreement shall meet ALL of the following prescriptive requirements: 1. MANDATORY DISCLOSURE LANGUAGE Every disclosure must use one of the following FTC-compliant disclosure phrases, and no other language shall satisfy this requirement: (a) "#ad" (must appear as a standalone hashtag); (b) "#sponsored" (must appear as a standalone hashtag); (c) "Paid partnership with Brand Name (as it should appear in disclosures)"; (d) "Sponsored by Brand Name (as it should appear in disclosures)"; (e) "I was paid by Brand Name (as it should appear in disclosures) to [post this / create this content / share this review]"; or (f) A platform-native paid-partnership disclosure tool (e.g., Instagram's 'Paid partnership with [Brand]' label, YouTube's 'Includes paid promotion' checkbox, TikTok's 'Paid partnership' toggle), provided that: (i) the platform tool is enabled and displayed in the initial view of the content without requiring the viewer to click, expand, or scroll; AND (ii) the platform tool is used IN ADDITION TO, not in lieu of, one of the text-based disclosures listed in (a)–(e) above, unless the platform tool appears as the FIRST element visible in the content feed entry. Prohibited Vague Language. The following phrases DO NOT satisfy FTC disclosure requirements and shall not be used as substitutes for the mandatory disclosures above: - "Thanks to [Brand]" or "Thank you [Brand]" - "In collaboration with [Brand]" (unless immediately followed by "This is a paid partnership") - "Partner" or "Ambassador" (standing alone without "paid" modifier) - "Gifted by [Brand]" (insufficient for paid compensation; may be used only for non-monetary compensation if immediately preceded by a disclosure from (a)–(e) above) - Disclosures embedded within a string of unrelated hashtags (e.g., "#love #inspo #blessed #ad #goals") 2. PLACEMENT REQUIREMENTS Disclosures must be placed as follows, depending on content format: (a) Social media feed posts (Instagram, Facebook, LinkedIn, X/Twitter, Threads): (i) The disclosure must appear in the FIRST THREE (3) WORDS or FIRST LINE of the caption text, visible BEFORE the 'more,' '...,' or 'see more' fold/truncation point; (ii) If the post includes both text and a hashtag disclosure, the hashtag disclosure (e.g., "#ad") must appear within the first three hashtags and may not be buried among ten or more other hashtags; (iii) The disclosure may not appear ONLY in the comments section, ONLY in a profile bio, or ONLY in a separate linked page. (b) Instagram Stories, TikTok Stories, Snapchat, and ephemeral content: (i) The disclosure must appear as ON-SCREEN TEXT overlaid on the content frame itself, visible in the initial frame or within the first Ephemeral Content: Disclosure Must Appear Within First N Seconds seconds; (ii) The disclosure must remain on screen for at least 3 seconds per story card or frame; (iii) The disclosure must be placed in the TOP HALF of the screen and must not be obscured by stickers, GIFs, polls, or other interactive elements; (iv) Font size must be at least 16 point (or equivalent in the platform's text overlay tool); color must contrast sufficiently with the background to be clearly readable. (c) Video content (YouTube, TikTok, Instagram Reels, Facebook Reels): (i) VISUAL disclosure: The disclosure must appear as on-screen text within the FIRST 3 SECONDS of the video and must remain visible for at least 5 seconds; (ii) Font size must be at least 24 point; font color must contrast with the background such that the disclosure is clearly readable without squinting or pausing; (iii) The disclosure may not appear in a font or color that blends into the video background, and may not be displayed during a fast-moving or visually complex sequence that obscures readability; (iv) AUDIO disclosure: In addition to the visual disclosure, the creator or voice-over must state verbally within the first 3 seconds: "This video is sponsored by Brand Name (as it should appear in disclosures)" or "I was paid by Brand Name (as it should appear in disclosures) to create this video" or substantially equivalent language; (v) The video caption or description must ALSO include a text-based disclosure per subsection (a) above. (d) Podcast and audio-only content: (i) The host or creator must state verbally at the START of the sponsored segment: "This segment is sponsored by Brand Name (as it should appear in disclosures)" or "I'm being paid by Brand Name (as it should appear in disclosures) to tell you about [product/service]" or substantially equivalent language; (ii) If the entire episode is sponsored, the disclosure must be stated within the first 2 minutes of the episode; (iii) A mid-roll or end-of-episode disclosure is INSUFFICIENT unless the sponsor is not mentioned or discussed until that point in the episode; (iv) Any podcast show notes, episode description, or accompanying blog post must also include a text-based disclosure. (e) Blog posts and long-form written content: (i) The disclosure must appear ABOVE THE FIRST PARAGRAPH of the sponsored content, set off by bold text, a border, or a shaded background to distinguish it from the body text; (ii) Acceptable placement language: "This post is sponsored by Brand Name (as it should appear in disclosures). I received [monetary compensation / free products] in exchange for this review." or substantially equivalent; (iii) The disclosure may not appear ONLY in a sidebar, footer, generic disclaimer page, or 'about' page. (f) Email newsletters: (i) The disclosure must appear in the email subject line (e.g., "[Sponsored] [Newsletter title]") OR immediately following the email header/greeting and BEFORE the first paragraph of the sponsored content; (ii) If the email contains multiple sections and only one is sponsored, the disclosure must appear immediately preceding the sponsored section, not at the top of the entire email unless clearly indicating which section is sponsored. 3. SIZE, FONT, AND COLOR REQUIREMENTS (Video and Visual Content) (a) Minimum font size: (i) Instagram/Facebook Stories, TikTok, Reels, and short-form vertical video: 16 point or equivalent (approximately 5-7% of screen height); (ii) YouTube, horizontal video, and long-form content: 24 point or equivalent. (b) Font color and contrast: (i) If the background is dark, disclosure text must be white, yellow, or a high-contrast light color; (ii) If the background is light, disclosure text must be black, dark blue, or a high-contrast dark color; (iii) The disclosure may not use low-opacity or semi-transparent text; (iv) The disclosure may not use a font color that is similar to the background color or that blends into the video scene. (c) Placement on screen: (i) The disclosure must appear in the TOP THIRD of the screen (not bottom corner or edge where it may be cropped by platform UI elements or obscured by captions); (ii) The disclosure may not be overlaid on top of fast-moving visual elements, faces, or text-heavy scenes that would make it difficult to read. 4. AUDIO DISCLOSURE REQUIREMENTS (Spoken Content) For any content format that includes spoken audio (video, podcast, live stream, voice-over), the creator must state the material connection verbally in clear, conversational language: (a) Timing: The verbal disclosure must occur within the first 3 seconds of the content (or the first 2 minutes for podcast episodes); (b) Clarity: The disclosure must be stated at normal speaking volume and pace, not rushed or mumbled; (c) Language: Acceptable verbal disclosures include: (i) "This video is sponsored by Brand Name (as it should appear in disclosures)."; (ii) "I'm partnering with Brand Name (as it should appear in disclosures) on this video." (only if immediately followed by: "which means I'm being paid"); (iii) "Brand Name (as it should appear in disclosures) paid me to share this with you."; (iv) "I received free products and compensation from Brand Name (as it should appear in disclosures) for this review." (d) Proximity: The verbal disclosure must occur BEFORE or SIMULTANEOUSLY WITH the first mention or visual appearance of the sponsored product or brand, not after. 5. APPROVAL, MONITORING, AND CORRECTION OBLIGATIONS (a) Pre-publication review: Both (specify: Agency or Brand or Both) shall review every piece of content for disclosure compliance before the content is published. No content may be posted without written or electronic approval confirming that the disclosure meets all requirements of Sections 1–4 above. (b) Post-publication audit: Within 24 hours of each content piece going live, Both shall verify that: (i) the disclosure appears in the published post as approved; (ii) the disclosure meets all placement, size, and timing requirements; and (iii) the disclosure has not been edited, removed, or obscured by the creator after initial posting. (c) Correction protocol: If a non-compliant disclosure is identified in a live post: (i) Both shall notify the creator in writing within 24 hours; (ii) The creator must correct the disclosure deficiency within 24 hours of receiving the notice; (iii) If the platform or content format does not allow editing (e.g., Instagram Stories, TikTok video caption edit restrictions), the creator must either: (A) delete and re-post the content with a compliant disclosure, or (B) post a separate correction disclosure as the immediately following post/story; and (iv) If the creator fails to correct or remove the non-compliant content within the specified period, Both shall have the right to demand immediate removal and to withhold 10% of any remaining unpaid compensation as liquidated damages. (d) Record retention: Both shall maintain screenshots, video recordings, or other documentation of disclosure compliance for each content piece for a period of 3 years, and shall make such records available to the other party or to regulatory authorities upon request. 6. REPRESENTATIONS AND INDEMNIFICATION (a) Both represents and warrants that it has provided or will provide written disclosure guidance to every influencer, creator, or endorser engaged under this Agreement, and that such guidance includes the prescriptive requirements set forth in Sections 1–4 above. (b) Each party shall indemnify the other party from and against any FTC civil penalty, state consumer-protection fine, or regulatory enforcement action arising from a disclosure violation for which the indemnifying party is principally responsible, as determined by: (i) if the non-compliant content was published without the other party's prior review or approval: the party that published or authorized publication; (ii) if the non-compliant content was approved by both parties: shared liability, apportioned 50/50 unless the parties agree otherwise in writing; or (iii) if the non-compliant disclosure was corrected within the time frames specified in Section 5(c) but regulatory action was nevertheless initiated: shared liability, apportioned by the parties' relative control over the content and compliance process, as determined by written agreement or final judicial determination. 7. FTC PENALTY ACKNOWLEDGMENT Both parties acknowledge that, as of the Effective Date of this Agreement, the FTC's civil penalty authority permits fines of up to $50,120 per violation (subject to annual adjustment for inflation), and that each non-compliant post, video, story, or other content piece may constitute a separate violation. The prescriptive requirements in this clause are intended to mitigate that liability and are not mere best practices—they reflect the FTC's published enforcement positions and interpretive guidance.

1. Required Hashtags. For each Deliverable posted under this Agreement, Your name / business name will include the following hashtags in the caption or first comment, as specified: Required Hashtags (list each, e.g., '#ad, #BrandNameCampaign, #ProductName') 2. Required @Mentions. For each Deliverable, Your name / business name will tag ("@mention") the following Platform Name (e.g., 'Instagram', 'TikTok') account(s) in the caption, first comment, or image/video tag field, as specified: Required @Mentions (e.g., '@brandname') 3. Placement of Disclosure Hashtags. If a Deliverable is required to include an FTC disclosure hashtag (e.g., #ad, #sponsored, #partnership, or #[BrandName]Partner), Your name / business name will place the disclosure hashtag Disclosure Hashtag Placement (e.g., 'in the first line of the caption, before any other text or hashtags' or 'anywhere in the caption'). 4. Campaign Tracking Hashtags. The hashtags specified in Section 1 include both: (a) branded campaign hashtags that Brand/Company Legal Name uses to track campaign performance and user-generated content (e.g., #[BrandName][CampaignName]), and (b) FTC-required disclosure hashtags. Your name / business name acknowledges that Brand/Company Legal Name relies on the consistent and accurate use of these hashtags to measure the success of the campaign and to ensure regulatory compliance. 5. Prohibition on Hashtag Deletion or Editing. Your name / business name will not delete, edit, or otherwise alter the required hashtags or @mentions after posting, except: (a) to correct a typographical error in consultation with Brand/Company Legal Name, or (b) as required by Platform Name (e.g., 'Instagram', 'TikTok') or applicable law. Any modification to required hashtags or mentions must be approved in writing by Brand/Company Legal Name in advance. 6. Monitoring and Verification. Brand/Company Legal Name will monitor Your name / business name's Deliverables to verify compliance with the hashtag and mention requirements. If Brand/Company Legal Name discovers that a Deliverable is missing a required hashtag or mention, or that Your name / business name has deleted or altered a required hashtag or mention without authorization, Brand/Company Legal Name will notify Your name / business name in writing, and Your name / business name will cure the deficiency within 3 of receiving notice. 7. Consequences of Non-Compliance. If Your name / business name fails to include the required hashtags or mentions, or deletes or alters them without authorization, and does not cure the deficiency within the period specified in Section 6, Brand/Company Legal Name may: (a) withhold payment corresponding to the non-compliant Deliverable(s), (b) demand that Your name / business name re-post the Deliverable with compliant hashtags and mentions at no additional charge, or (c) terminate this Agreement for cause and demand a refund of any advance payment corresponding to non-compliant Deliverables. For clarity, failure to include an FTC-required disclosure hashtag in the proper location constitutes a material breach of this Agreement.

Section number. DELIVERABLES AND POSTING SCHEDULE Section number.1 Deliverables. Influencer agrees to create and post the following Sponsored Content (the "Deliverables"): The Ambassador will provide ongoing brand representation and social media promotion services for the term of this Agreement, including a minimum of two (2) Instagram feed posts and four (4) Instagram Stories per month featuring the Brand's products or messaging. All content will comply with FTC endorsement disclosure requirements, incorporate required hashtags and brand guidelines, and be submitted for Brand approval prior to posting; the Brand retains whitelisting rights to amplify approved content through paid channels. Section number.2 Posting Schedule. Influencer will post the Deliverables according to the following schedule: Posting Schedule (dates and times) Section number.3 Content Approval. Influencer will submit each Deliverable to Brand for approval at least 24 hours prior to the scheduled posting time. Brand will approve or request revisions within 24 hours of receipt. If Brand does not respond within the approval window, the Deliverable is deemed approved. Section number.4 Revisions. If Brand requests revisions, Influencer will implement the requested changes and resubmit for approval within twelve (12) hours. Brand may request up to two (2) rounds of revisions per Deliverable at no additional cost. Section number.5 Posting Confirmation. Influencer will provide Brand with a direct link to each posted Deliverable and a screenshot showing the post's public visibility within two (2) hours of posting. Section number.6 Minimum Live Duration. Influencer agrees to keep each Deliverable live and publicly accessible on the designated platform for a minimum of 30 days from the posting date, unless Brand consents in writing to earlier removal or Section [content-takedown] applies. Section number.7 Performance Metrics. If specified in the applicable Statement of Work, Influencer will provide Brand with performance metrics (impressions, reach, engagement, clicks) for each Deliverable within seven (7) days of the end of the Minimum Live Duration.

BRAND GUIDELINES AND CONTENT RESTRICTIONS Section number.1 Compliance Obligation. Influencer agrees to create all Sponsored Content in compliance with Brand's Brand Guidelines and Creative Brief attached as Exhibit containing Brand Guidelines. Brand Guidelines include: (a) approved messaging and claims; (b) required hashtags and campaign tags; (c) visual standards (logo usage, color palette, imagery); and (d) tone and voice guidelines. Section number.2 Content Approval Process. Influencer shall submit draft Sponsored Content to Brand for review at least 3 days before the intended posting date. Brand shall respond within 48 hours of receipt with either: (a) written approval; or (b) written revision requests specifying each required change in detail. If Brand does not respond within 48 hours, the draft is deemed approved. Section number.3 Revision Rounds. The Fee includes 2 round(s) of revisions per content deliverable. A revision round means one consolidated written list of changes submitted in a single communication. Piecemeal feedback does not constitute a revision round. Section number.4 Violation Consequences—Graduated Response. (a) First Violation. If Influencer posts Sponsored Content that materially violates the Brand Guidelines without prior approval, Brand will send written notice identifying the violation. Influencer shall remove or correct the non-compliant content within 5 business days. No fee reduction applies for a cured first violation. (b) Second Violation. If a second material violation occurs during the same campaign, Brand may: (i) withhold 20% of the remaining unpaid Fee as a fee reduction; and (ii) require Influencer to submit all future content for approval before posting. (c) Material or Willful Violation. If Influencer posts content that is false, defamatory, illegal, or directly contradicts Brand Guidelines in a way that causes Brand reputational harm, Brand may terminate this Agreement immediately, withhold all unpaid fees, and seek indemnification for documented damages under the indemnification provisions of this Agreement. Section number.5 Brand Approval Deadlock. If Brand has not approved Influencer's content after 2 revision rounds despite Influencer's good-faith compliance with each round's feedback, the parties will escalate to a senior representative of each party within five (5) business days to resolve the dispute. If unresolved, Influencer is entitled to fifty percent (50%) of the Fee as a kill fee, and neither party has further obligations. Section number.6 Ownership of Rejected Content. Content that Brand rejects and for which a kill fee is paid under Section Section number.5 remains owned by Influencer, who may repurpose or publish the content without Brand's name, likeness, or products.

CONTENT APPROVAL AND REVISION PROCESS 1. Submission. Influencer shall submit all Sponsored Content to Brand for review via Submission method (e.g., email, shared drive) at least 3 days before the intended posting date. 2. Brand Review Period. Brand shall respond within 48 hours of receipt with either: (a) written approval; or (b) written revision requests that specify each required change in sufficient detail for Influencer to address. If Brand does not respond within 48 hours of confirmed receipt, the submitted content is deemed approved and Influencer may post. 3. Influencer Revision Period. If Brand requests revisions, Influencer will incorporate the requested changes and resubmit within 24 hours. Each resubmission resets Brand's 48-hour review clock. 4. Maximum Revision Rounds. The parties will repeat the approval/revision cycle for a maximum of 2 round(s). After the maximum revision rounds are exhausted: (a) if Brand still has not approved, Section 6 (Approval Deadlock) applies; (b) if Influencer has failed to comply with Brand's feedback in good faith, Brand may withhold the applicable content deliverable fee. 5. Major Revisions. If Brand's revisions require a fundamentally different concept, reshooting, or changes that go beyond the original Creative Brief, such changes constitute additional scope and Influencer may invoice Brand for additional compensation before proceeding. Influencer is not required to implement major revisions within the standard revision timeline. 6. Approval Deadlock. If Brand has not approved content after 2 rounds despite Influencer's good-faith compliance: (a) Influencer receives 50% of the content deliverable fee as a kill fee; (b) Brand owns no rights to the unapproved content; and (c) Influencer may repurpose the content without Brand's name or products. 7. No Early Posting. Influencer will not post or publish any Sponsored Content before written approval is received or deemed approval has occurred under Section 2. Early posting without approval is a material breach. 8. Ownership of Rejected Content. Content that Brand rejects (and for which a kill fee is paid under Section 6) remains owned by Influencer with no further license to Brand.

1. Payment Amount. Brand/Company Legal Name will pay Your name / business name the total compensation of Payment Amount (for Stated Consideration variant) (the "Fee") for the Services and Deliverables described in the Statement of Work or Exhibit A. 2. Payment Schedule. The Fee will be paid according to the following schedule: Payment Schedule (e.g., '50% upfront, 50% upon posting') 3. Payment Contingencies. Payment is contingent upon: (a) Your name / business name's full performance of the Services and delivery of all Deliverables in accordance with the specifications, deadlines, and FTC disclosure requirements set forth in this Agreement; (b) Your name / business name's compliance with the content approval process (if applicable); and (c) Your name / business name's delivery of all required analytics reports and verification of posting as described in Section [●]. If Your name / business name fails to perform any material obligation under this Agreement, Brand/Company Legal Name may withhold payment of the corresponding portion of the Fee until the deficiency is cured, or may terminate this Agreement and demand return of any advance payment for undelivered or non-compliant Deliverables. 4. Performance-Based Payment (if applicable). Performance-Based Payment Terms (if applicable, or 'N/A') 5. Payment Method. All payments will be made via Payment Method (e.g., 'ACH transfer', 'PayPal', 'wire transfer') to the account or address designated by Your name / business name in writing. Your name / business name is solely responsible for all bank fees, currency conversion fees, and payment platform fees associated with receipt of payment. 6. Currency. All amounts stated in this Agreement are in Currency (e.g., 'U.S. Dollars (USD)'). 7. Taxes and Withholding. Your name / business name is solely responsible for all taxes, including income tax, self-employment tax, and any applicable sales or value-added tax, arising from the Fee. Brand/Company Legal Name will issue a Form 1099-NEC (for U.S. recipients) or other applicable tax form if required by law. Your name / business name will provide Brand/Company Legal Name with a completed IRS Form W-9 (for U.S. taxpayers) or Form W-8 (for non-U.S. taxpayers) upon request.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

INFLUENCER REPRESENTATIONS AND WARRANTIES Influencer represents and warrants to Brand, as of the Effective Date and as of each posting date, that: (a) Authority. Influencer has full legal capacity and authority to enter into this Agreement and to grant all licenses and rights herein, including all rights in Influencer's name, image, likeness, voice, and persona. (b) No Conflicts. Influencer is not subject to any conflicting obligation, exclusivity agreement, or non-compete that would prevent full performance of this Agreement. (c) Authentic Audience. Influencer's follower count and audience are substantially authentic. Influencer has not, and will not during the Term: (i) purchase followers, likes, comments, views, or other engagement metrics from any third party; (ii) participate in engagement pods, follow/unfollow schemes, or other artificial engagement practices; or (iii) use bots, scripts, or automated tools to inflate any performance metric. Influencer discloses that as of the Effective Date, Influencer has approximately Influencer's current follower count followers on Primary platform, and Influencer represents this count is not materially inflated by purchased or artificial activity. (d) Platform ToS Compliance. Influencer's account(s) on the applicable platforms are in good standing. Influencer has not been suspended, shadowbanned, demonetized, or subjected to enforcement action by any platform in the twelve (12) months before the Effective Date, except as disclosed in writing to Brand before signing. (e) No Undisclosed Competitor Relationships. Influencer has no financial relationship (direct or indirect, including affiliate, sponsorship, or equity interest) with any Competing Brand (as defined in Section [influencer-exclusivity-competing-brands]) that has not been disclosed in writing to Brand before signing. (f) Third-Party IP Clearances. Any music, video clips, images, or other third-party material Influencer incorporates into the Sponsored Content is either: (i) licensed for the intended use; (ii) in the public domain; or (iii) used under a valid fair use or fair dealing basis, with Influencer prepared to document such basis if challenged. (g) No FTC or Regulatory Investigation. Influencer is not currently under investigation by the Federal Trade Commission, any state consumer protection authority, or any foreign equivalent for advertising or endorsement practices, and has not been subject to any FTC consent decree or enforcement action within the last five (5) years. (h) Intellectual Property. The Sponsored Content (excluding Brand's materials) will not infringe, misappropriate, or violate any third party's intellectual property, privacy, right of publicity, or other rights. (i) No False Claims. Influencer will not make any material claim about Brand's products or services that Influencer has not personally experienced or that is not supported by Brand's approved messaging.

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

1. Platform Suspension or Ban. If, during the Term of this Agreement, Your name / business name's account on Platform Name (e.g., 'Instagram', 'TikTok') is suspended, banned, disabled, or otherwise rendered inaccessible for any reason (a "Platform Disruption"), Your name / business name will notify Brand/Company Legal Name in writing within twenty-four (24) hours. In the event of a Platform Disruption: (a) Influencer's Obligations. Your name / business name will use commercially reasonable efforts to: (i) appeal the suspension or ban and restore access to the account; (ii) post the required Deliverables on an alternative account or platform with a comparable audience size and engagement rate, subject to Brand/Company Legal Name's prior written approval; or (iii) provide Brand/Company Legal Name with a pro rata refund of any advance payment corresponding to the undelivered Deliverables. (b) Brand's Rights. If Your name / business name's account is not restored within Account Restoration Period (e.g., '14 days', '30 days'), or if Your name / business name does not secure Brand/Company Legal Name's written approval of an alternative platform, Brand/Company Legal Name may, at its sole discretion: (i) terminate this Agreement without penalty and demand a full refund of any advance payment for undelivered Deliverables, or (ii) agree to accept substitute performance on alternative terms. (c) No Liability for Good-Faith Compliance. Brand/Company Legal Name will not exercise its termination or refund rights under subsection (b) if the Platform Disruption resulted from Your name / business name's good-faith compliance with Platform Name (e.g., 'Instagram', 'TikTok')'s Terms of Service or Community Guidelines and was not caused by Your name / business name's violation of platform rules, fraudulent activity, or breach of this Agreement. 2. Algorithm Changes and Organic Reach Reduction. The parties acknowledge that Platform Name (e.g., 'Instagram', 'TikTok') may change its content distribution algorithm, reduce organic reach, or modify its policies in ways that materially affect the performance of Your name / business name's posts. Such algorithm changes do not constitute a breach of this Agreement by Your name / business name and do not relieve Brand/Company Legal Name of its payment obligations, provided that Your name / business name has delivered the Deliverables in accordance with the specifications set forth in the Statement of Work. Brand/Company Legal Name's sole remedy for underperformance due to algorithm changes is to renegotiate the terms of any future agreements or decline to enter into future agreements with Your name / business name. 3. Platform Shutdown. If Platform Name (e.g., 'Instagram', 'TikTok') ceases operations, is acquired and shut down, or otherwise becomes unavailable during the Term, the parties will negotiate in good faith to identify an alternative platform or a pro rata adjustment to the Fee. If the parties cannot agree on substitute performance within fourteen (14) days, either party may terminate this Agreement without penalty, and Brand/Company Legal Name will pay Your name / business name for any Deliverables posted prior to the shutdown on a pro rata basis.

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

22.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 22.2 M&A Exception. Notwithstanding Section 22.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 22.3 Void Assignment. Any purported assignment in violation of this Section is void. 22.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

23.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 23.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 23.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 23.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

24.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 24.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 24.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 24.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

25.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 25.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 25.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

27.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 27.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

WHITELISTING AND PAID AMPLIFICATION Section number.1 Grant of Whitelisting Rights. Influencer grants Brand the right to amplify Sponsored Content through paid advertising on: Platforms for whitelisting ("Whitelisting Rights"). Whitelisting Rights include: (a) running paid ads displaying Sponsored Content as if posted from Influencer's account; (b) boosting Sponsored Content to audiences beyond Influencer's organic followers; and (c) using Influencer's social media username and profile picture solely as they appear in the Sponsored Content ad unit. Section number.2 Ad Spend Cap. Brand's total paid ad spend using Influencer's account or likeness under this Section shall not exceed Maximum total ad spend cap ($) over the Whitelisting Period. Spend above this cap requires written amendment and additional compensation per Section Section number.6. Section number.3 Targeting Restrictions. Brand may target the amplified content to the following audiences only: Permitted audience targeting (e.g., "Brand's existing customers and lookalike audiences in the United States," "ages 18–35 in the continental US"). Brand may not use Influencer's account to target audiences that Influencer has not approved, including: (a) political targeting; (b) sensitive demographic targeting (health conditions, religion, political affiliation); or (c) geographic regions outside the approved territory. Section number.4 Pre-Approval of Ad Creative. Before going live, Brand must submit each distinct ad creative to Influencer for written approval. Influencer has 24 hours to approve or reject. Silence for 24 hours constitutes approval. Brand may not run an ad that Influencer has expressly rejected. Section number.5 Whitelisting Period Duration. Whitelisting Rights are granted for a period of 90 days from Whitelisting period start date ("Whitelisting Period"). Upon expiration, Brand must disable all active ad sets using Influencer's account within forty-eight (48) hours. Section number.6 Compensation. Whitelisting Rights are compensated as follows: Compensation structure (flat fee or % of spend) [SELECT: (a) "flat fee of Whitelisting flat fee ($) for the Whitelisting Period"; or (b) "Whitelisting % of ad spend% of total ad spend, invoiced monthly, due within 30 days of invoice"]. Section number.7 Account Access and Security. Brand will access Influencer's account solely through the platform's official Business Manager or Creator Marketplace tools. Brand will not request Influencer's login credentials.

INFLUENCER EXCLUSIVITY AND COMPETING BRANDS 1. Exclusivity Scope. During the Exclusivity Period, Influencer will not, directly or indirectly, promote, endorse, advertise, or create content for any Competing Brand, as defined below. 2. Definition of Competing Brand. "Competing Brand" means any brand or product that: (a) falls within the following specific product categories: Specific competing product categories (e.g., "direct-to-consumer athletic footwear priced between $50–$200," NOT "the entire athletic apparel industry"); and (b) is specifically identified in Exhibit Exhibit identifying competing brands attached hereto, which may be updated by written amendment. This restriction does not extend to entire industries, general lifestyle categories, or categories not listed in this Section. 3. Exclusivity Period. The Exclusivity Period is Exclusivity period duration (e.g., "the duration of the campaign plus thirty (30) days after the final posting date"). The maximum Exclusivity Period is Maximum exclusivity period (months) months. Courts have scrutinized exclusivity periods exceeding twelve (12) months as potentially overbroad, particularly in California. 4. Exclusivity Compensation. In consideration for the restrictions in this Section, Brand will pay Influencer an exclusivity buyout fee of Exclusivity buyout fee ($) in addition to the Services Fee. This amount reflects the economic opportunity cost imposed on Influencer by the exclusivity restriction. 5. California Law. The parties acknowledge that California Business & Professions Code § 16600 renders non-compete clauses void as applied to California residents, except in narrow statutory exceptions. The exclusivity in this Section is narrowly scoped to specific product categories and does not restrict Influencer's general right to engage in their profession. 6. Severability. If any restriction in this Section is found to be overbroad, unenforceable, or void in any jurisdiction, it will be narrowed to the minimum extent necessary to make it enforceable, and the remaining restrictions will survive. 7. Disclosure of Existing Relationships. Influencer discloses the following existing brand relationships that may overlap with the defined competing categories, which Brand acknowledges and agrees do not violate this Agreement: Disclosed existing brand deals (or 'none') (or "none").

MORALITY CLAUSE 1. Conduct Standard. Influencer agrees to conduct themselves professionally and in a manner consistent with Brand's values during the Term. Influencer acknowledges that public misconduct may reflect on Brand and affect Brand's commercial interests. 2. Triggering Conduct (Objective Standard). Brand may invoke this clause only upon occurrence of one or more of the following objectively defined events: (a) Influencer is charged with or formally accused of a felony offense; (b) Influencer makes public statements that are credibly determined to be racist, sexist, homophobic, or otherwise unlawfully discriminatory under applicable federal or state law; (c) Credible, documented allegations of sexual harassment, sexual assault, or domestic violence against Influencer are published by a recognized news organization or made in a formal legal proceeding; (d) Influencer publicly promotes, endorses, or engages with hate groups or extremist organizations designated as such by the Southern Poverty Law Center or equivalent; (e) Influencer violates the FTC's influencer disclosure requirements in a way that directly involves Sponsored Content under this Agreement; or (f) Additional brand-specific morality triggers [insert any brand-specific additional triggers, or "none."]. 3. Brand Investigation Period. Before terminating under this Section, Brand will: (a) notify Influencer in writing of the specific conduct at issue and the triggering event; and (b) allow five (5) business days for Influencer to respond or provide context. Brand may suspend (but not terminate) the campaign during the investigation period. 4. Cure / Right to Respond. Following Brand's notice, Influencer may: (a) issue a public correction or apology addressing the specific conduct; and (b) demonstrate that the triggering event does not meet the objective standard above (e.g., charges were dropped, allegations were retracted). Brand will consider Influencer's response in good faith before exercising termination rights. 5. Termination and Payment. (a) If Brand terminates under this clause after the investigation period: (i) Brand will pay Influencer a pro-rata portion of the Fee for all content posted and approved before the termination date; (ii) Brand forfeits payment for content not yet posted or delivered; and (iii) Brand retains the right to remove all Sponsored Content from its platforms. (b) Brand may not terminate and seek full forfeiture of fees already paid unless the triggering conduct was willful, directly related to the Sponsored Content campaign, or caused Brand documented, quantifiable financial harm. 6. Influencer's Morality Right. Influencer may terminate this Agreement if Brand engages in conduct that is materially inconsistent with the values Influencer publicly represents, including: Brand being indicted for fraud, consumer protection violations, or environmental crimes. Termination by Influencer under this provision entitles Influencer to the full Fee.