INFLUENCER LABS INC — Content Creator Terms & Conditions

 A. INFLUENCER LABS, INC a Delaware incorporated entity with address located at 1216 Broadway, New York, NY 10001, USA (“IFL” “us” “our” such expressions including any successors in title and assigns) is an influencer marketing company that engages brands and content creators in connection with influencer marketing campaigns and related services.

 B. You (“you”) wish to register to IFL’s proprietary influencer Platform to participate in campaigns or, in the case of a manager and/or an agency (where applicable), so that your Represented Creator can participate in such campaigns.

 C. By ticking “Accept” where indicated, registering an account on the Platform or by using the Platform, you and/or Represented Creator (as applicable) understand and agree that you shall be bound by these Framework Terms.

 D. Please read these Framework Terms carefully as they contain important information about your and/or your Represented Creator’s (as applicable) rights and responsibilities when using the Platform.

A. IFL is an influencer marketing company that connects brands and content creators in connection
with influencer marketing campaigns and related services. 

B. You wish to register to IFL’s proprietary influencer Platform to participate in campaigns or, in the case of a manager and/or an agency (where applicable), so that your Represented Creator can participate in such campaigns.

C. These terms and conditions form the agreement between you and IFL, or as the case applies, between, on the one hand, IFL, and, on the other, Agent and its Represented Creator, in connection with the participation of any Campaign(s) through our Platform.

1.1 The defined terms in these terms and conditions shall have the following meanings:

Agent: means the manager, agent, or appointed representative of Represented Creator. 

Agreement: means the binding agreement between IFL and you, or as the case applies, between IFL, Agent and its Represented Creator, which is made up of these Framework Terms together with each applicable Work Order as agreed between the parties from time to time. For clarity, each agreed Work Order shall form a separate Agreement incorporating these Framework Terms. 

... (full meanings continued below)

2.1 The Parties have agreed to work together on these Framework Terms.

2.2 From time to time, the Parties may agree a Work Order through the Platform.  

2.3 Each Work Order shall be accessible and agreed through our Platform and shall integrate these Framework Terms. These Framework Terms shall also apply to any provision of services by IFL to you.

3.1 The Term of our Agreement shall begin on the date set out in a Work Order and shall continue, subject to clause 3.2, unless terminated in accordance with clause 12.  

3.2 Unless this Agreement is terminated in accordance with clause 12, this Agreement shall expire at the end of a Campaign Term as set out in a Work Order. If this Agreement is due to expire or terminate during a Campaign Term, the Term of this Agreement shall automatically be extended until the end of such Campaign Term. For further clarity, you may not end this Agreement whilst a Campaign Term is still live unless clause 12 applies.

4.1 In consideration of your Services, or as the case applies, in consideration of Agent’s and/or Represented Creator's Services, IFL shall pay the Fees as set out in a Work Order in accordance with clause 7 to an account chosen by you or, as applicable, to the account chosen by Agent or by Represent Creator.

4.2 During the Campaign Term, you agree to provide the Services described in a Work Order or, where applicable, Agent shall procure that Represented Creator provides the Services as described in a Work Order, time being of the essence, with all reasonable and due care and skill and subject to the terms of this Agreement.

5.1 You, or as applicable, Agent and its Represented Creator, agree to co-operate with and act in good faith towards IFL and, where necessary, provide such materials including those Deliverables listed in the Work Order as IFL require to incorporate into the Services or IFL requires to carry out its obligations.

5.2 You, or as the case applies, Agent and its Represented Creator, agree to keep the applicable page and/or profile on which the Deliverables are posted on the relevant Media accessible to the public (i.e., not private) for the duration of the Campaign Term as set out in the Work Order.

5.3 You, or as the case applies, Agent and its Represented Creator, will at any time during or after the Term, upon our request, promptly edit, remove, or delete any Deliverables as requested.

5.4 You, or as the case applies, Agent and its Represented Creator, understand and agree that the Deliverables are subject to the Brand’s final approval in connection with each relevant Campaign, such approval not to be unreasonably withheld. You understand and agree, or as applicable, Agent procures that Represented Creator understands and agrees, to make any Change(s) or amendments to the Deliverables to rectify any inaccuracies before posting the same on the applicable Media set out in the Work Order and in accordance with clause 7.4. You shall not, or as the case applies, Agent shall not and procure that its Represented Creator shall not, make untruthful, unsubstantiated, or unapproved statements or claims regarding Brand or its products and/or services.  

5.5 The Deliverables shall disclose the sponsored nature of the relationship between you, or as applicable, Represented Creator, and the Brand in respect of the Services by disclosing the Deliverables '#ad' or ‘AD’ as appropriate and, as may be directed by IFL and/or Brand, together with any available ‘in-platform’ tools that disclose the paid nature of the applicable marketing communication. 

5.6 You, or as the case applies, Agent and/or its Represented Creator, will need to register to the Platform in order to submit all Deliverables in accordance with a Work Order so that IFL, any IFL Affiliate, and/or Brand can record their approval(s) of the Deliverables.

5.7 Where required, you shall, or as the case applies, Agent procures that its Represented Creator shall, agree to link the relevant user account with a valid Facebook, Instagram, YouTube, Twitter or such other social media account as applicable (such service, a “Third-Party Service” and each such account, a “Third-Party Account”) by allowing IFL to access your or Represented Creator's (as applicable) Third-Party Account, as is permitted under the applicable terms and conditions that govern the use of each Third-Party Account, so that IFL can track performance of Deliverables in relation to any given Campaign.

6.1 You, or as the case applies, Agent and its Represented Creator, warrant, and represent that: (selected highlights below — full text available)

6.1.1 you, or Represented Creator (as applicable), are able to provide the Services and have the legal capacity to enter into this Agreement and that by doing so you, or Represented Creator (as applicable), will not be in breach of any obligation to or right of a third party; 

6.1.2 you, or Represented Creator (as applicable), have the necessary skills and knowledge to carry out the Services under this Agreement; 

6.1.3 you, or Represented Creator (as applicable), are solely responsible for all VAT(if applicable), income tax and national insurance contributions or social security contributions due in respect of provision of the Services under this Agreement and shall timely remit payment of all such VAT (if applicable), income tax and national insurance contributions (NIC) or social security in each jurisdiction in which such taxes, contributions or obligations are due and payable; 

... (rest of clause 6 follows in the document)

7.1 In consideration of the Services that you provide to IFL in connection with any Campaign, IFL shall pay you the Fees set out in each Work Order (plus VAT if applicable) sixty (60) days following completion of the Services and subject to: (i) payment from the Brand for services rendered in connection with the relevant Campaign; and (ii) the receipt of a valid invoice, or otherwise in accordance with the payment terms set out in the relevant Work Order.

7.2 You, or Represented Creator (as applicable), shall be responsible for making all deductions from payments and Fees received in relation to this Agreement and performing all acts and making all payments necessary under any relevant Tax legislation. For the avoidance of doubt, IFL shall not make such deductions from the Fees, provided, however, that IFL shall be permitted to request any necessary Tax forms, including IRS Form W-9 or the appropriate series of IRS Form W-8, as applicable, or any similar information, from you or Represented Creator (as applicable) and, in the event IFL determines that it is required under applicable law to withhold Taxes with respect to any payment to you or Represented Creator hereunder, IFL shall be permitted to remit to you or Represented Creator only the net amount of such payment after reducing such payment by the amount of Taxes required to be withheld, and IFL shall timely remit such withheld Taxes to the appropriate governmental authority in each jurisdiction in which such Taxes are required to be withheld. To the extent such Taxes are so withheld, the amount of such Taxes shall be treated for all purposes hereunder as having been paid to you or Represented Creator (as applicable).

7.3 IFL may deduct amounts from the Fees in the event that: (selected examples)

7.3.1 you, Represented Creator (as applicable), fail to properly and/or on time provide IFL or any IFL Affiliate the Deliverables and/or comply with any reasonable instructions set out in a Work Order as reasonably required for the timely supply of the Services (provided always that such failure to provide the Deliverables is not the direct result of IFL and/or Brand’s material failure to comply with its obligations toward you and/or Represented Creator (as applicable));

7.4 IFL will have the right to request that you, or Represented Creator (as applicable), make Change(s) to the Deliverables and/or products of the Services that are reasonably required to bring the Deliverables / Services into scope of the Brand’s creative brief as applicable to the relevant Campaign. ...

In the event that you, or as the case applies, Represented Creator, are unavailable or unwilling to provide the Services, you agree to inform IFL immediately and will work with IFL in good faith to find a suitable solution in order to provide the Services. In the case of a manager and/or an agency, you agree to replace Represented Creator with a suitable alternative with IFL’s prior written approval. In the event that the parties cannot agree a suitable alternative, IFL may terminate this Agreement subject to paying you, or Represented Creator (as applicable), a reasonable pro rata portion of the Fees for Services provided but not yet paid for and/or any prior agreed expenses incurred up to that date.

Unless otherwise specified in a Work Order, in order to protect the legitimate business interests of IFL, you represent or, as applicable, you procure that Represented Creator represents, with IFL that you, and/or Represented Creator, shall not for the Term and a period of 12 months after the Term directly deal with a Brand for which you, or Represented Creator (as applicable), have provided Services to in connection with this Agreement without IFL’s prior written approval.

10.1 The Parties may disclose to each other and their designated agents and/or advisors Confidential Information as may be required for the performance of the Services and execution of a Campaign.  

10.2 Each party undertakes that it will keep secret and confidential the terms of this Agreement and any Confidential Information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Services and Campaign and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of the receiving party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause).

11.1 Subject to the remainder of this clause 11 and unless otherwise agreed in a Work Order, you, or as the case applies, Represented Creator, will retain all Intellectual Property Rights in the content created in the provision of the Services, excluding any Intellectual Property Rights in IFL Materials provided by IFL and/or the Brand which shall remain the property of IFL and/or the Brand (as applicable). 

11.2 You, or as the case applies, Agent and Represented Creator, agree that the Deliverables must be kept on the relevant Media in the Territory for the duration of the Campaign Term and any usage periods specifically set out in the relevant Work Order which shall, unless otherwise stated in a Work Order, be a minimum of 12 months from the date of posting the relevant Deliverable on the Media (subject always to the terms and conditions of the relevant Media platform).

11.3 If a Work Order indicates that IFL and/or Brand may use the Deliverables on its own channels, it is the intention of the parties that IFL and/or Brand hold a licence to use and exploit such Deliverables in accordance with the terms set out in the Work Order. ...

12.1 Either party shall be entitled to terminate this Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days written notice of its occurrence.

12.2 Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation, internet outages, pandemic, communications outages, fire, flood, war or act of God. ...

13.1 Subject to Clause 13.2 below, IFL’s liability to you, or as the case applies, to Agent and/or Represented Creator (as applicable) for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence), contract or otherwise shall not exceed the Fees invoiced by you and/or Represented Creator (as applicable) to IFL for the Services under the Work Order to which such liability relates. 

13.2 Neither party shall be liable to the other party for any indirect or consequential loss or damage SAVE THAT nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.

You, or as the case applies, Represented Creator, undertake to IFL to indemnify and hold harmless IFL and/or Brand in full and defend at its own expense IFL and/or Brand against all costs, damages and losses incurred by it arising out of its use of the Deliverables or breach of clauses 6.1.1 to 6.1.17 (inclusive).

15.1 The Parties understand that IFL is an independent contractor with respect to you and/or Represented Creator (as applicable), and this Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither party shall have express or implied authority to act on behalf of or make any representations whatsoever on behalf of the other. 

15.2 Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of IFL and you. 

15.3 If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

15.4 The Parties agree that there are no third party beneficiaries under this Agreement.

15.5 You, or as the case applies, Agent and its Represented Creator, acknowledge that IFL and/or IFL Affiliates will Process your, or as the case applies, the Agent’s and its Represented Creator's, Personal Data and will do so in accordance with the privacy notice available here: https://www.influencer.com/privacy. 

15.6 IFL may, at any time, assign the benefit and/or burden or otherwise delegate any of its rights and obligations under this Agreement to any IFL Affiliate provided that IFL will procure that such IFL Affiliate will be bound by the same terms of this Agreement. ...