1. DEFINITIONS

1.0 “Commencement” or “Start” shall mean the initiation of Services, inclusive of strategy, planning, influencer identification, and development of any influencer-facing materials, including but not limited to vibe decks.

1.1 “Agency” shall mean LaunchPreneur, Inc., a Delaware corporation, operating under the trade name “ViralBrand.” All references to “Agency” and “ViralBrand” are interchangeable herein.

1.2 “Client” shall mean the contracting counterparty receiving Services pursuant to this Agreement.

1.3 “Services” shall mean all marketing, consulting, strategy, Talent outreach, campaign execution, and related services undertaken by Agency pursuant to an executed Statement of Work (“SOW”).

1.4 “SOW” shall mean a Statement of Work executed by both parties that sets forth the specific scope, deliverables, timeline, fees, and other commercial terms for a particular engagement or product. All fees, rates, dollar amounts, payment schedules, and pricing details are governed exclusively by the applicable SOW; this Agreement does not specify fixed pricing.

1.5 “Goals” shall mean the content, deliverables, reports, and performance outcomes as may be enumerated in an SOW.

1.6 “Unique Influencer/Talent Profile” shall mean an individual influencer, creator, or celebrity account, whether hosted on Instagram, TikTok, YouTube, or other relevant social media platforms.

1.7 “UGC” shall mean user-generated content, inclusive of videos, images, audio, written posts, or any other content produced, published, curated, or re-shared by a Talent, whether original or derivative, and regardless of format, medium, or platform.

1.8 “Post” shall mean any discrete act of publication by a Talent, whether in the form of a story, reel, video, image, or written post; story posts, though transient, are expressly included.

1.9 Each Post requires corresponding product seeding or content distribution by Client unless otherwise specified.

1.10 “Grassroots Talent” shall mean Talents with fewer than 100,000 followers, further subdivided into:

Nano Talent: 1–9,999 followers;

Micro Talent: 10,000–49,999 followers;

Mid-Tier Talent: 50,000–99,999 followers.

1.11 “Macro Talent” shall mean Talents with 100,000–999,999 followers, further subdivided into:

Lower Macro Talent: 100,000–499,999 followers;

Upper Macro Talent: 500,000–999,999 followers.

1.12 “Mega Talent” shall mean Talents with 1,000,000 or more followers.

1.13 “Celebrity Talent” shall mean pressworthy personalities recognizable beyond social media.

1.14 “Reach” shall mean unique users reasonably estimated to have been exposed to campaign content.

1.15 “Affiliates” shall mean Talents participating via unique codes or links in exchange for product, fees, or commissions.

1.16 “Ambassadors” shall mean recurring Talents delivering above-average performance.

1.17 “Talent” shall mean any creator, influencer, affiliate, ambassador, grassroots participant, macro or mega influencer, celebrity, or other contributor engaged in campaign activities, regardless of tier, platform, or notoriety. All Talents are independent third-party contractors and not employees, agents, or representatives of Agency or Client.

1.18 “Willful Breach” shall mean an intentional act or omission by Agency, taken with actual knowledge that such act or omission constitutes a material breach of this Agreement, and undertaken in conscious disregard of the rights or obligations of Client. For clarity, a Willful Breach does not include ordinary negligence, gross negligence, mistakes, errors in judgment, unforeseen circumstances, Talent non-performance, platform policy changes, or other failures outside Agency’s direct control.

1.19 “Optional” shall mean any service, deliverable, or function that is not included in the current scope of work, but may be availed by Client upon written request, subject to additional service fees and Agency’s acceptance.

1.20 “ViralBrand Service Catalog.” Agency offers four (4) primary products, each governed by an executed SOW that sets forth the specific scope, fees, and commercial terms applicable to that engagement. The products are: (a) ViralBrand Creator-Affiliate Program (§1.21); (b) ViralBrand One-Off Campaign (§1.22); (c) ViralBrand Creator-Affiliate System Build (§1.23); and (d) ViralBrand Paid Partnerships Campaign (§1.24).

1.21 “ViralBrand Creator-Affiliate Program” (also referred to as the “Monthly Retainer” or “Always-On Affiliate & Ambassador Growth Engine”) shall mean Agency’s flagship managed program, operating on a month-to-month basis with no minimum commitment period, billed in monthly retainers as set forth in the applicable SOW. The Monthly Retainer auto-renews each calendar month absent written termination under §4. The Creator-Affiliate Program encompasses Tier 1 Organic Collabs (managed creator seeding with affiliate commissions, standard scope of outreach to up to five thousand (5,000) Unique Talent Profiles per calendar month with unlimited activations within that pool), campaign management, monthly performance reports, a dedicated Account Lead, and bi-weekly thirty-minute strategy calls. Tier 3 Amplification (§1.25) and Paid Partnerships (§1.24) are available as separately scoped add-ons.

1.22 “ViralBrand One-Off Campaign” shall mean a one-time, fixed-scope, fixed-duration creator campaign engagement at a flat fee as set forth in the applicable SOW. The One-Off Campaign includes campaign-specific outreach, Tier 1 Organic Collabs activations within the defined campaign window, and performance reporting at campaign close. No ongoing retainer, account management, or recurring obligations attach to a One-Off Campaign upon delivery.

1.23 “ViralBrand Creator-Affiliate System Build” shall mean Agency’s standalone, flat-fee build engagement in which Agency designs and stands up a complete creator-affiliate infrastructure for Client, including affiliate tracking architecture, CRM and tracking system configuration, creator database, outreach copy suite, vetting workflow, ambassador pipeline framework, and onboarding deliverables. The System Build is delivered over a defined sprint period (typically two (2) weeks) as set forth in the applicable SOW. The System Build is a separate product and does not require subsequent engagement under the Creator-Affiliate Program or any other product, though Clients may elect to transition from a System Build into a Creator-Affiliate Program under a separate SOW.

1.24 “ViralBrand Paid Partnerships Campaign” shall mean the managed paid-creator service in which Agency sources, negotiates, contracts, and manages cash-fee Talent engagements on behalf of Client, including guaranteed deliverables, caption approval, FTC-compliant disclosures, and post-campaign reporting. Creator tiers range from Nano through Macro and Celebrity Talent, custom-scoped per engagement in the applicable SOW. Fees are determined per engagement based on Talent compensation, scope, and complexity.

1.25 “Amplification” (Tier 3) shall mean the paid media service in which Agency manages whitelisted or branded content advertisements run through Talent accounts on behalf of Client. Standard pricing structure (subject to override in the applicable SOW) is approximately fifty percent (50%) of the underlying Paid Partnerships rate plus a fifteen percent (15%) management fee, with minimum monthly ad spend as set forth in the applicable SOW. Amplification is available as an add-on to the Creator-Affiliate Program or as part of a standalone engagement.

1.26 “ViralBrand Lab” shall mean Agency’s optional flat-fee workshop sprint service in which Agency’s creative team produces finished, production-ready assets for Client in a half-day, full-day, or two-day format. Lab engagements are separately purchased under their own SOW and are not included in any other product.

1.27 “ViralBrand Intelligence™” shall mean Agency’s proprietary AI-powered creator scoring engine that evaluates Talent across four dimensions: Performance Prediction, Authenticity Score, Brand Alignment, and Brand Safety. Outputs are probabilistic benchmarks, not guarantees of performance.

1.28 “Personal Information” shall mean any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer, household, or natural person, as defined under the California Consumer Privacy Act of 2018 (“CCPA”), as amended by the California Privacy Rights Act of 2020 (“CPRA”), and any successor or analogous state, federal, or international privacy laws.

1.29 “Creator License Agreement” (also referred to as Agency’s “Influencer Terms & Conditions”) shall mean Agency’s standard form license and terms agreement executed between Agency and each activated Talent, pursuant to which the Talent grants Agency (and through Agency, Client) the rights to use Talent-produced content as described in §5.2 and agrees to the conduct, disclosure, and compliance obligations that govern Talent participation in campaigns. The current Creator License Agreement / Influencer Terms & Conditions is published and accessible at https://collabshub.com/influencer-terms-and-conditions (the “Influencer T&Cs URL”). By executing this Agreement, Client acknowledges that Client has been provided the Influencer T&Cs URL, has had the opportunity to review the Creator License Agreement / Influencer Terms & Conditions, and accepts that the rights flowing to Client under §5.2 are conditioned upon the terms therein. A printable copy is additionally available upon Client’s written request.

1.30 “Regulated Industry Engagement” shall mean any engagement in which Client operates in a regulated industry, including but not limited to legal services, healthcare, financial services, insurance, alcohol, tobacco, cannabis, supplements, age-restricted products, gambling, or any other industry subject to industry-specific advertising rules, disclosure requirements, or regulatory oversight. Where this Agreement is used for a Regulated Industry Engagement, the parties may execute a separate Regulated Industry Addendum specifying industry-specific compliance obligations and indemnifications.

2. SERVICES

2.1 Services shall be rendered strictly in accordance with each duly executed SOW. The specific product, scope, deliverables, fees, and timeline applicable to any engagement are governed exclusively by the applicable SOW.

2.2 Any alteration to scope requires a written modification signed by both parties.

2.3 Agency may subcontract performance to third parties in its sole discretion. Agency shall remain the responsible party to Client but shall not be liable for subcontractor errors, delays, or failures beyond what Agency could reasonably control through ordinary oversight.

2.4 Client support and strategy access shall be as set forth in the applicable SOW. Where the SOW is silent, default support tiers shall be commensurate with the Client’s monthly engagement level, scaling from email support and full execution at the entry tier, to dedicated Account Lead, bi-weekly strategy calls, and monthly performance reports at the Creator-Affiliate Program tier.

2.5 Strategy calls must be used within the calendar month and do not roll over. Unused sessions have no cash value and may not be applied as a credit or offset against fees owed.

2.6 Additional meetings, consultations, or strategic services beyond the allotment set forth in the applicable SOW may be billed separately at Agency’s standard hourly rate unless otherwise agreed in writing.

2.7 Day-to-day communications shall be conducted via electronic mail unless otherwise expressly stipulated. Agency’s standard operating hours are Monday–Friday, 7:00 AM – 3:00 PM Pacific. Agency shall use commercially reasonable efforts to respond within one (1) business day; same-day acknowledgment will be provided if research is required.

2.8 Month 1 campaign scope — including which service tracks are active and whether paid creator fees are included in the retainer — is determined exclusively by the applicable SOW. No oral representations, proposals, or pre-sale materials shall expand or modify Month 1 scope.

2.9 Independent Contractor Relationship. The relationship between Agency and Client is that of independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, joint employer, or fiduciary relationship between the parties. Neither party has authority to bind the other, to make representations on the other’s behalf, or to incur obligations in the other’s name. Talent engaged by Agency are independent contractors of Agency only; in no event shall Client be deemed an employer, joint employer, principal, or co-principal of any Talent. The parties expressly intend that no provision of this Agreement, no Service rendered hereunder, and no instruction issued between the parties shall be construed as creating an employment, joint-employment, or labor-contractor relationship as defined under California Labor Code §2810.3, the ABC Test articulated in Dynamex Operations West, Inc. v. Superior Court, AB 5, or analogous federal or state law.

3. COMPENSATION

3.1 Fees and Payment Terms. All fees, rates, payment schedules, deposit requirements, and pricing structures applicable to any product or engagement are set forth exclusively in the applicable SOW. This Agreement governs the legal terms applicable to the parties’ relationship; the SOW governs the commercial terms of each engagement. In the event of conflict between this Agreement and the SOW with respect to fees or pricing, the SOW controls; this Agreement controls with respect to all other matters.

3.2 Payment Obligations. Invoices shall be payable in accordance with the payment terms specified in the applicable SOW. Failure to timely remit payment shall constitute a material breach. Agency reserves the right to charge interest on overdue balances at the rate of 1.5% per month (18% per annum), compounded monthly, from the due date until paid in full. In addition, Agency may suspend all Services upon five (5) days’ written notice if any invoice remains unpaid past its due date, provided that suspension shall be lifted upon Client’s cure of the payment default within such notice period. Agency shall not be liable for any campaign delays, missed activations, or performance impacts occurring during a period of suspension caused by Client’s non-payment.

3.3 Performance Bonus. Where set forth in the applicable SOW, Agency may earn a performance bonus based on a percentage of measurable revenue, leads, or other agreed metrics above an agreed baseline, calculated and payable as specified in the SOW.

3.4 Pause and Reactivation. Client may, upon thirty (30) days’ written notice, elect to pause an active Creator-Affiliate Program engagement. Resumption of a paused engagement requires payment of a Reactivation Fee as set forth in the applicable SOW. For the avoidance of doubt, the Reactivation Fee applies only to Client-initiated pauses and does not apply to resumption of Services following a suspension by Agency for non-payment or other Client breach.

3.5 Time is of the essence with respect to Client’s payment obligations.

3.6 ViralBrand Lab and Creator-Affiliate System Build Engagements. For ViralBrand Lab engagements and Creator-Affiliate System Build engagements, the full flat fee specified in the applicable SOW is due at signing prior to commencement of any work. Such fees are non-refundable except in the event of Agency’s Willful Breach as defined in §1.18.

4. TERM & TERMINATION

4.0 Pre-Signature Work; Effectiveness Upon Execution. The parties acknowledge that, given the time-sensitive nature of creator campaigns, Agency may, at its sole discretion and in Client’s interest, commence preparatory work (including but not limited to strategy planning, creator identification, scoring, outreach planning, vibe deck development, and database build) prior to Client’s full execution of this Agreement and prior to receipt of first payment. Notwithstanding such pre-signature work, this Agreement shall not be fully executable, binding, or enforceable until both parties have signed and Client has satisfied its initial payment obligations as set forth in the applicable SOW. Upon full execution and receipt of first payment, this Agreement shall be deemed effective retroactively to the date Agency first commenced work, and all terms herein (including without limitation the limitation of liability, indemnification, intellectual property, confidentiality, and acknowledgment provisions) shall apply to any pre-signature work as if this Agreement had been in effect from the outset. Client expressly agrees that all pre-signature work performed by Agency is performed in reliance on Client’s good-faith intent to execute this Agreement and to honor the payment obligations of the applicable SOW; in the event Client elects not to execute this Agreement after pre-signature work has been performed, Client shall remain liable for the reasonable value of Services rendered (including without limitation Agency time, third-party costs incurred, and Talent commitments made), invoiced at Agency’s then-current standard rates.

4.1 This Agreement shall commence upon execution and first payment, subject to the retroactive effectiveness provisions of §4.0, and continue until terminated as provided herein.

4.2 Either party may terminate for material breach upon fifteen (15) days’ written notice, provided the breach is not cured within such period.

4.3 Termination Without Cause; Notice and Final Billing Period.

(a) Notice Requirement. Either party may terminate the Creator-Affiliate Program (Monthly Retainer) without cause upon thirty (30) days’ written notice. To be effective for a given calendar month, written notice of termination must be received by the non-terminating party on or before the last day of the calendar month immediately preceding the month in which Client wishes the termination to take effect (the “Notice Cutoff”).

(b) Effective Date. Where notice is received on or before the Notice Cutoff, termination shall be effective at the end of the next full calendar month following the month in which notice was given, and that next full calendar month shall be the final billing period under the engagement. Client shall pay the full monthly retainer for the final billing period as set forth in the applicable SOW, regardless of the volume of Services rendered during the wind-down period.

(c) Late Notice. Where notice is received after the Notice Cutoff for a given month, termination shall be deferred and shall take effect at the end of the calendar month following the month in which it would otherwise have taken effect. By way of illustration: notice received on the 15th of January results in termination effective February 28/29 with February’s full retainer payable as the final billing period; notice received on February 1st results in termination effective March 31 with both February’s and March’s retainers payable. Client’s liability for the full final-month retainer is not pro-rated based on actual Services rendered during the wind-down period.

(d) Committed Costs. In addition to retainer payment for the final billing period, Client shall pay all amounts due for committed Talent fees, media spend, and third-party costs incurred prior to receipt of termination notice. Agency shall have no obligation to unwind, cancel, or mitigate any third-party commitments made prior to receipt of termination notice, and Client shall remain liable for all such commitments regardless of early termination.

(e) One-Off Campaigns and System Builds. ViralBrand One-Off Campaigns and Creator-Affiliate System Build engagements are not subject to termination for convenience once work has commenced; in the event Client elects to cancel prior to commencement, the full fee remains due and payable, less any unrecoverable third-party costs not yet committed.

(f) Termination for Agency Material Breach. Notwithstanding the foregoing, Client retains its right to terminate for Agency’s uncured material breach under §4.2, in which case Client’s liability is limited to fees for Services rendered through the termination date plus any committed third-party costs, and the final-billing-period payment obligation under §4.3(b) does not apply.

4.4 Agency Enhanced Termination Rights. In addition to §4.2 and §4.3, Agency may terminate this Agreement immediately, upon written notice and without further obligation or liability to Client, in the event of any of the following:

(a) Any regulatory or enforcement action against Client that, in Agency’s reasonable judgment, materially threatens Agency’s ability to continue the engagement without ongoing legal exposure;

(b) Client’s direction to Agency or any Talent to make any statement, claim, or representation that Agency reasonably believes violates any applicable law, regulation, or industry rule, after Agency has flagged such concern in writing and Client has not modified or withdrawn the direction within twenty-four (24) hours;

(c) Material change in any law, regulation, or platform policy applicable to Client’s industry that, in Agency’s reasonable judgment, makes continued performance commercially unreasonable; or

(d) Client’s breach of any indemnification, insurance, or compliance obligation under this Agreement.

4.5 Public Communications During Disputes. In the event of any regulatory action, public dispute, or termination event, neither party shall issue public statements (including press releases, social media posts, podcast comments, or media interviews) attributing fault to or otherwise referencing the other party without the other party’s prior written consent, except as required by law or regulation. Breach of this §4.5 shall constitute a material breach and is subject to the mutual non-disparagement obligation of §11.31. The party in breach shall additionally bear all reasonable costs of corrective communications by the non-breaching party.

5. INTELLECTUAL PROPERTY & USAGE RIGHTS

5.1 Agency Work Product. Unless otherwise provided, Agency’s work product — including but not limited to outreach copy, creator databases, campaign strategies, vibe decks, creative briefs, system architecture deliverables from a Creator-Affiliate System Build, and scoring outputs produced under ViralBrand Intelligence™ — shall remain the sole and exclusive intellectual property of Agency and shall not be reproduced, distributed, or used outside the scope of the applicable campaign without Agency’s express written consent. Any unauthorized use of Agency’s work product shall constitute a material breach of this Agreement and shall entitle Agency to seek injunctive relief, in addition to all other available remedies at law or in equity, without the requirement to post bond. Notwithstanding the foregoing, Agency grants Client a non-exclusive, royalty-free, internal-use-only license to retain copies of campaign briefs and strategies developed specifically for Client, solely for Client’s internal reference and historical recordkeeping. This license does not include rights to distribute, publish, or use such materials with subsequent agencies or competitors of Agency.

5.2 Talent Content License — Perpetual, Royalty-Free, All Channels.

(a) Grant. As a material commercial feature of all ViralBrand engagements, Client shall receive a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to exploit all Talent content produced under campaigns governed by this Agreement across all of Client’s owned, earned, and paid media channels, organic and paid alike, without additional licensing fees. Each activated Talent executes Agency’s standard Creator License Agreement (as defined in §1.29) prior to activation, which assigns and licenses the foregoing rights for Client’s benefit.

(b) Pass-Through Limitation. The license granted under this §5.2 is subject to and conditioned upon Agency’s underlying Creator License Agreement with each Talent. In the event a Talent terminates, limits, or successfully challenges its content rights for cause unrelated to Agency’s breach (including, by way of example, a Talent’s death, incapacity, regulatory restriction, platform takedown affecting the underlying account, or assertion by a third party of pre-existing rights), Agency’s sole obligation is to use commercially reasonable efforts to negotiate continuation or substitution of rights; no monetary damages shall accrue against Agency for such loss of rights. Client acknowledges receipt of and opportunity to review Agency’s standard Creator License Agreement upon written request.

(c) Survival of License. The license granted under this §5.2 survives termination or expiration of this Agreement and is not contingent on Client’s continued engagement with Agency.

(d) Carve-Outs — Name, Likeness, and Right of Publicity. The license granted herein covers Client’s use of Talent-produced content in its original or modified form. It does NOT extend to (i) Client’s independent use of a Talent’s name, likeness, voice, or identity outside the four corners of the licensed content; (ii) endorsement claims beyond those expressly made by the Talent in the original content; (iii) any use that misrepresents the Talent’s current relationship with Client (including continued use implying an active endorsement after a Talent has publicly disassociated from Client); or (iv) creation of derivative works that materially alter the Talent’s portrayal, voice, or stated views. Any such uses require separate written consent from the Talent, which Client is responsible for obtaining. Agency disclaims liability for Client’s use of Talent content beyond the scope of the license granted herein, and Client indemnifies Agency for any right-of-publicity claim arising from such overreach.

(e) Material Commercial Feature. The parties acknowledge that this perpetual royalty-free content right is a core feature of Agency’s commercial offering and is materially different from industry-standard limited-term licensing arrangements. The pricing of all engagements reflects this commitment.

5.3 Paid Amplification or whitelisting requires Agency’s express written approval and is available only as part of an Amplification engagement or a Creator-Affiliate Program engagement with Amplification add-on. Once ad spend has been committed to a platform under an Amplification campaign, those funds are non-recoverable by Client regardless of campaign performance, platform action, or early termination.

5.4 Affiliate Network Infrastructure — Ownership, License, and Post-Termination Rights. The parties acknowledge that, in performing Services under this Agreement, Agency is not acting as a vendor of finished assets but as a partner building proprietary affiliate-network infrastructure on Client’s behalf. This §5.4 governs ownership and post-termination rights with respect to that infrastructure.

(a) Agency-Owned Infrastructure. Agency shall solely and exclusively own, throughout the term and following termination of this Agreement, all of the following (collectively, the “Affiliate Network Infrastructure”): (i) the affiliate-network methodology, system architecture, tracking infrastructure, and underlying technology; (ii) the curated creator network, including creator profiles, scoring outputs, performance data, and the relationships activated through Agency; (iii) any custom domains registered and paid for by Agency in connection with the engagement (the “Custom Domains”), regardless of whether the domain name references Client’s brand; (iv) any landing pages, microsites, or web properties built and hosted by Agency on the Custom Domains, in their underlying code, structure, configuration, hosting, and tracking implementation (the “Custom Landing Pages”); (v) affiliate links, tracking codes, redirect chains, and attribution data generated under the engagement; and (vi) any related operational assets including campaign workflows, brief templates, outreach sequences, and reporting systems. Agency’s ownership of the Affiliate Network Infrastructure is independent of, and not diminished by, Client’s payment of fees for Services rendered, which fees compensate Agency for the use of the infrastructure during the engagement (as set forth in §5.4(b)) and not for transfer of ownership.

(b) Client License During Engagement. During the term of this Agreement and subject to Client’s timely performance of its payment obligations, Agency grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Affiliate Network Infrastructure solely for the purpose of receiving Services under this Agreement. This license terminates automatically upon termination or expiration of this Agreement for any reason.

(c) Client-Owned Elements. For the avoidance of doubt, Client retains all right, title, and interest in and to (i) Client’s trademarks, service marks, logos, brand names, and trade dress; (ii) Client’s product imagery, photography, and marketing copy supplied to Agency for use in campaigns; and (iii) Client’s customer lists, business data, and proprietary information (collectively, “Client Brand Elements”). Client’s ownership of the Client Brand Elements does not extend to, and Client acquires no ownership interest in, the Affiliate Network Infrastructure that hosts, displays, or processes such Client Brand Elements. The parties acknowledge that the Affiliate Network Infrastructure and the Client Brand Elements together comprise a composite work in which each party owns its respective contribution.

(d) No Automatic Transfer Upon Termination. Upon termination or expiration of this Agreement for any reason, no element of the Affiliate Network Infrastructure shall transfer to Client. Client’s license under §5.4(b) terminates automatically. Agency shall, at its sole discretion, remove or retain Client Brand Elements from the Custom Landing Pages and may take down, deactivate, repurpose (subject to §5.4(f)), or retain indefinitely any Custom Domain and Custom Landing Page. Client expressly acknowledges that it has no right, contractual or otherwise, to demand transfer, copy, mirror, or migration of the Affiliate Network Infrastructure to its own systems or to any third party.

(e) Optional Buyout; Agency Sole Discretion. Client may, at the time of termination or at any time thereafter, submit a written offer to Agency to purchase or license specific elements of the Affiliate Network Infrastructure (a “Buyout Offer”). Agency may, in its sole and absolute discretion, (i) decline any Buyout Offer without explanation; (ii) entertain a Buyout Offer and negotiate terms with Client; or (iii) accept a Buyout Offer at terms mutually agreed in writing. Agency is under no obligation to negotiate, accept, counter, or respond to any Buyout Offer. Any transfer of Affiliate Network Infrastructure to Client requires a separate written agreement executed by both parties; no transfer shall be deemed to occur by course of dealing, oral discussion, or implication. The parties expressly acknowledge that this provision is not an agreement to agree, but rather a grant of sole discretion to Agency.

(f) Post-Termination Use of Custom Domains. Following termination, Agency retains ownership of all Custom Domains and may retain them indefinitely. Agency’s right to actively use, repurpose for other clients, or otherwise commercially exploit a Custom Domain post-termination depends on the domain’s contents: (i) where the Custom Domain itself contains Client’s trademark, service mark, or trade name (e.g., a domain that incorporates Client’s brand name), Agency shall not actively use the domain in a manner that infringes Client’s trademark rights, but Agency may retain the domain inactively, redirect it, or offer it to Client via Buyout Offer under §5.4(e); and (ii) where the Custom Domain is generic and does not incorporate Client’s trademarks (e.g., a generic descriptive domain such as “bestreferralprogram.com”), Agency may freely use, repurpose, or commercially exploit the domain for its own purposes, including in service of other clients, without restriction or compensation to Client.

(g) No Post-Termination Activation; No Trailing Commissions. The parties acknowledge that, upon termination, Agency will cease all Talent activation, outreach, and campaign management for Client. No new Talents will be activated, no further outreach will be conducted, and no new affiliate relationships will be initiated on Client’s behalf following the effective date of termination. To the extent any residual affiliate sales or commissions are inadvertently attributed to creators previously activated through Agency, the parties shall cooperate in good faith to reconcile such residuals as set forth in the applicable SOW or by separate written agreement.

(h) Relationship to §11.27. This §5.4 operates in conjunction with §11.27 (No Introduction Bypass). Client’s post-termination engagement of any Talent introduced through Agency — whether through Client’s own efforts, through a successor agency, or by any other means — remains subject to the Talent Engagement Fee under §11.27, regardless of whether Client has obtained a Buyout under this §5.4. The two provisions are cumulative, not alternative.

(i) Survival. This §5.4 survives termination or expiration of this Agreement.

6. CONFIDENTIALITY

6.1 Mutual Obligation. Each party agrees to maintain as strictly confidential all proprietary, financial, strategic, and non-public information disclosed under this Agreement (“Confidential Information”). Confidential Information does not include information that is (a) publicly available through no fault of the receiving party, (b) independently developed by the receiving party without reference to the disclosing party’s information, or (c) required to be disclosed by law or court order, provided the disclosing party is given prompt written notice where legally permissible. Each party shall use Confidential Information solely for the purpose of performing its obligations under this Agreement. This obligation survives termination for a period of three (3) years.

6.2 Return or Destruction — Mutual. Upon termination or expiration of this Agreement, each party shall promptly destroy or return all Confidential Information of the other party, and shall certify such destruction or return in writing within ten (10) days of the other party’s written request. With respect to Agency’s Confidential Information, this obligation expressly extends to creator databases, scoring outputs, outreach sequences, campaign strategies, System Build deliverables, and any other Agency work product. With respect to Client’s Confidential Information, this obligation expressly extends to Client’s proprietary business data, customer lists, and product specifications. Notwithstanding the foregoing, each party may retain copies of Confidential Information to the extent required by applicable law, regulatory obligation, or established internal data-retention policy, provided that (i) such retained Confidential Information remains subject to the confidentiality obligations of this Agreement, and (ii) such retained Confidential Information shall be securely destroyed in accordance with the retaining party’s standard schedule, but in no event later than seven (7) years after termination. The perpetual Talent content license granted to Client under §5.2 is expressly excluded from any return or destruction obligation.

6.3 Privilege Protection. If Client inadvertently discloses information protected by attorney-client privilege, work product doctrine, or analogous evidentiary protection to Agency, Agency shall, upon written notice, promptly destroy or return such information and shall treat it as Confidential Information under §6.1, with the additional understanding that disclosure to Agency was inadvertent and does not constitute waiver. Client acknowledges and agrees that Agency’s good-faith handling of any inadvertently disclosed privileged information shall not give rise to any claim against Agency, and Client indemnifies Agency for any such claim by Client or any third party arising from inadvertent disclosure by Client.

7. BRAND SAFETY & APPROVAL RIGHTS

7.1 Creator-List Approval (Non-Waivable). For all engagements regardless of product or tier, Client retains the non-waivable right to approve or reject each individual Talent prior to activation. Agency shall present only those Talents that have been scored and pre-vetted through ViralBrand Intelligence™ pursuant to §7.4. Approval shall be deemed given if Client does not affirmatively reject a Talent within forty-eight (48) hours of presentation. Client’s approval (or deemed approval) of any Talent constitutes Client’s confirmation that the Talent is acceptable from a reputation, regulatory compliance, and brand safety perspective, and Client indemnifies Agency under §9 for any claim arising from the activation of an approved (or deemed-approved) Talent. Client acknowledges that creator-list approval is distinct from pre-publication content approval, which is governed by §7.2 and §7.3 below.

7.2 Content Approval — Paid Partnerships and Amplification. For ViralBrand Paid Partnerships Campaigns and Amplification engagements, Client may review draft content prior to publication, subject to timelines set forth in the applicable SOW. Client acknowledges that approval delays beyond forty-eight (48) hours may affect campaign timing and that Agency shall not be liable for posting delays resulting from Client’s failure to respond within the approval window. If Client fails to approve within the 48-hour window, Agency shall instruct Talent not to publish; notwithstanding Agency’s commercially reasonable best efforts to enforce this instruction, if Talent publishes non-approved content following Client’s failure to approve within the window, such publication shall be deemed Client’s risk, and Agency shall have no liability for the resulting content.

7.3 Content Approval — Organic Collabs Excluded. For Tier 1 Organic Collabs under the Creator-Affiliate Program or One-Off Campaign, creators select their own format, caption, and content style. Pre-publication content approval is not available for Organic Collabs and is solely a Paid Partnerships or Amplification right. Client acknowledges this distinction and agrees not to demand pre-publication content approval rights outside of a Paid Partnerships or Amplification engagement. For clarity, this §7.3 does not limit Client’s non-waivable creator-list approval rights under §7.1. See §10.5 for full disclosure of creator autonomy and Agency’s best-efforts standard.

7.4 ViralBrand Intelligence™ Scoring Thresholds. Each Talent presented to Client for creator-list approval shall first be scored through ViralBrand Intelligence™ across four dimensions: Performance Prediction, Authenticity Score, Brand Alignment, and Brand Safety. The following thresholds apply:

Talents scoring 80% or above are auto-presented to Client for approval.

Talents scoring 70% to 80% are subject to manual review by Agency prior to presentation.

Talents scoring below 70% are filtered out automatically and not presented.

7.5 Agency Vetting — Objective Standard. Agency’s vetting obligation with respect to any Talent presented to Client is satisfied by running ViralBrand Intelligence™ scoring at or above the thresholds set forth in §7.4 and presenting only Talents whose scores meet the auto-present or manual-review thresholds. The parties agree this constitutes commercially reasonable vetting for purposes of §9.3 and all other liability-shifting provisions of this Agreement. Agency reserves the unilateral right to exclude any Talent deemed detrimental to brand or campaign integrity, even where such Talent meets or exceeds the scoring thresholds.

8. COMPLIANCE

8.1 FTC Guidelines. Agency shall instruct and require all Talents, affiliates, and ambassadors to comply with the Federal Trade Commission’s (“FTC”) disclosure requirements, including clear and conspicuous disclosure of material connections. Client acknowledges that as the brand and ultimate beneficiary of campaign content, Client bears primary responsibility for FTC compliance with respect to its marketing campaigns. Agency cannot compel or guarantee individual Talent compliance, and provided Agency has used commercially reasonable efforts to instruct Talent on FTC disclosure obligations, Client agrees to indemnify and hold Agency harmless from any FTC enforcement action, fine, or third-party claim arising from Talent non-disclosure.

8.2 Platform Terms. Client content and Talent deliverables must comply with the policies of TikTok, Meta, Amazon, and any other applicable platforms. Agency shall include these requirements in influencer agreements and creative direction, but shall not be liable for Talent non-compliance or platform enforcement actions.

8.3 Industry-Specific Regulations; Client Acknowledgment of Agency Education Efforts. Where Client operates in a regulated industry (as defined in §1.30), or where Client’s campaign activity is otherwise subject to state, federal, industry, or platform regulatory requirements, Client warrants that (a) it is familiar with and compliant with all such advertising, disclosure, and regulatory requirements applicable to its operations and the states or jurisdictions in which Services will be rendered; (b) it maintains an internal compliance function or external regulatory counsel to review approved creative materials before they are provided to Agency; and (c) any creative direction, talking points, scripts, claims, testimonials, or disclaimers it provides to Agency comply with all applicable laws, rules, and regulations.

8.3.1 Agency’s Best-Efforts Education; Client Acknowledgment. Agency, as part of its standard onboarding and ongoing engagement workflow, undertakes commercially reasonable best efforts to inform and educate Client regarding general rules, regulations, FTC disclosure requirements, platform policies, and state-level regulatory considerations that may be relevant to Client’s industry and campaign activity. Client expressly acknowledges and agrees that (i) Agency has used commercially reasonable best efforts to inform and educate Client about applicable rules and regulations relevant to the engagement; (ii) such education does not constitute legal advice, compliance opinions, or representations regarding the application of any specific law, rule, or regulation to Client’s specific facts or campaigns; (iii) Client remains the sole party responsible for determining compliance with all applicable laws, regulations, and industry rules; (iv) Agency is not a law firm, regulatory consultancy, or licensed compliance advisor; and (v) Agency is fully indemnified by Client under §9 for any claim, action, fine, sanction, or proceeding arising from Client’s regulatory compliance obligations, including any claim that Agency should have provided additional or different education, guidance, or warning regarding any rule, regulation, or industry requirement. Agency’s role with respect to industry and regulatory compliance is strictly distribution of Client-approved materials, best-efforts education, and best-efforts flagging; Agency is not a substitute for Client’s own regulatory review.

8.3.2 Regulated Industry Addendum. Where the engagement involves heightened regulatory complexity, the parties may execute a separate Regulated Industry Addendum specifying enhanced obligations, indemnifications, and insurance requirements.

9. LIABILITY & INDEMNIFICATION

9.1 Agency’s aggregate liability shall not exceed the fees paid by Client within the preceding ninety (90) days. This limitation applies to all causes of action in the aggregate, including breach of contract, tort, and any other theory of liability. In no event shall Agency be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost sales, loss of data, loss of goodwill, or business interruption, even if Agency has been advised of the possibility of such damages. This exclusion applies regardless of the form of action and whether such damages are sought in contract, tort, or otherwise.

9.2 General Indemnification. Each party shall indemnify, defend, and hold harmless the other against third-party claims arising from its gross negligence or willful misconduct. In addition, Client shall indemnify, defend, and hold harmless Agency, its affiliates, officers, directors, employees, contractors, and subcontractors (collectively, the “Agency Indemnitees”) from and against any and all claims, demands, actions, proceedings, investigations, damages, losses, settlements, judgments, fines, penalties, sanctions, and expenses (including reasonable attorneys’ fees and costs of defense) arising out of or relating to: (a) Client’s products or services, including any product liability, false advertising, or regulatory claims; (b) content, messaging, or creative direction approved or supplied by Client; (c) Client’s breach of any applicable law or regulation, including industry-specific regulations under §8.3; (d) any claim by a third party arising from Client’s use of campaign deliverables beyond the scope authorized by this Agreement; (e) any defamation, trade libel, false advertising, right-of-publicity, or analogous third-party claim arising from creator content under this engagement, including without limitation claims by competitors, third parties, or any party referenced (whether by name or by implication) in creator content; (f) any regulatory enforcement action, investigation, fine, sanction, or disciplinary proceeding against Client; and (g) any claim arising from the activation of any Talent that Client has approved (or is deemed to have approved) under §7.1.

9.3 Agency shall not be liable for influencer removal, platform takedowns, algorithmic changes, or intellectual property violations committed by Talent, provided Agency has exercised commercially reasonable vetting as defined in §7.5.

9.4 Indemnification Notwithstanding Ordinary Negligence. The indemnification obligations of Client under §9.2 apply in full force regardless of any allegation, claim, or finding of Agency’s ordinary negligence, gross negligence, comparative fault, error in judgment, mistake, oversight, or breach of contract not rising to the level of Willful Breach. Indemnification is excluded only where the claim against Agency arises directly and exclusively from Agency’s Willful Breach (as defined in §1.18), and no such Willful Breach shall be deemed to exist where Agency has acted in reliance on Client direction, Client approval (or deemed approval) of any Talent, Client warranties, or any other Client-supplied input. The parties expressly negotiated this allocation as the foundation of this engagement’s commercial structure.

9.5 EXPRESS NON-CAP OF CLIENT INDEMNIFICATION

THE PARTIES EXPRESSLY AGREE AND CLIENT EXPRESSLY ACKNOWLEDGES THAT, NOTWITHSTANDING §9.1 OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT, CLIENT’S INDEMNIFICATION OBLIGATIONS UNDER §9.2 ARE UNCAPPED AND UNLIMITED AS TO AMOUNT.

THIS NON-CAP PROVISION HAS BEEN SEPARATELY NEGOTIATED, IS CONSPICUOUSLY DISCLOSED, IS INITIALED AT §16, AND REFLECTS THE COMMERCIAL TERMS UNDER WHICH AGENCY HAS AGREED TO ACCEPT THE RISK PROFILE OF THIS ENGAGEMENT.

THE §9.1 90-DAY-FEES LIABILITY CAP CONTINUES TO LIMIT AGENCY’S LIABILITY TO CLIENT IN ALL CIRCUMSTANCES. IT DOES NOT, AND SHALL NEVER BE CONSTRUED TO, LIMIT CLIENT’S INDEMNIFICATION OBLIGATIONS FLOWING TO AGENCY UNDER §9.2.

9.6 Defense Control. Agency shall have the right, but not the obligation, to assume sole control of the defense of any claim for which Client owes indemnification under §9.2, with counsel of Agency’s choosing, at Client’s cost. Client shall cooperate fully with such defense, including by providing all relevant documents, witnesses, and information, and shall not settle or compromise any such claim in a manner that imposes any obligation on Agency without Agency’s prior written consent.

9.7 Mutual Cooperation in Regulatory Matters. In the event of any regulatory inquiry, investigation, or enforcement action involving Services rendered under this Agreement, the parties shall cooperate in good faith, including sharing relevant documents, witnesses, and information, subject to applicable privileges. Client shall not, in any communication with a regulator, characterize Agency’s conduct in a manner inconsistent with the terms of this Agreement or actual fact. Client’s breach of this §9.7 shall be deemed a material breach and forfeits Client’s right to challenge Agency’s defense control under §9.6.

9.8 Talent Independence. Client acknowledges Talents are independent contractors and may express opinions authentically. Agency cannot and does not guarantee positivity or enthusiasm. Client shall indemnify and hold Agency harmless from any claim, damage, or reputational harm arising out of Talent expression. Client’s full acknowledgment of creator autonomy and Agency’s best-efforts standard with respect to organic campaign content is set forth at §10.5, which is hereby incorporated by reference.

9.9 Warranty Disclaimer. Agency provides all Services “AS IS” and “AS AVAILABLE.” Agency expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Agency makes no warranty that campaign results will meet Client’s expectations, that Services will be uninterrupted or error-free, or that any specific business outcome will be achieved. No statement made by Agency in any proposal, presentation, or sales communication constitutes a warranty.

10. TERMS

10.1 Campaign scope shall be determined by the product engaged and the Unique Talent Profiles involved, as specified in the applicable SOW.

10.2 Aspirational Goals; No Guarantee Due to Organic Nature. Goals are aspirational, not guaranteed. Because campaigns under this Agreement — including without limitation Tier 1 Organic Collabs, and any organic-creator component of any other engagement — are organic in nature and depend on the independent decisions of third-party Talents over whom Agency has no control (as further described in §10.5), all KPI targets, performance metrics, lead generation estimates, reach projections, engagement benchmarks, conversion rate projections, sales projections, return-on-investment projections, and similar performance goals set forth in any SOW, proposal, vibe deck, strategy document, or campaign communication are aspirational goals only and not enforceable deliverables, contractual promises, or guarantees of any specific outcome. Agency makes no warranty, representation, or guarantee — express or implied — that any specific business outcome, performance metric, lead volume, conversion rate, sales result, or campaign return will be achieved. Client expressly acknowledges and accepts that the organic nature of creator marketing makes performance inherently uncertain, that this uncertainty is reflected in the pricing and structure of the Services, and that no statement made in any sales communication, proposal, presentation, or marketing material by Agency constitutes a guarantee, warranty, or contractual promise notwithstanding any aspirational language therein.

10.3 Posting schedules are approximate and outside Agency’s control. Agency shall not be liable for Talent publishing delays.

10.4 Tier 1 Organic Collabs Scope. Standard Tier 1 outreach under the Creator-Affiliate Program is capped at five thousand (5,000) Unique Talent Profiles per calendar month. The number of Talent activations resulting from that outreach pool is unlimited. Organic Collabs outreach may activate creators outside Client’s immediate product category; broader activation creates social proof across multiple audience segments. All Talent is scored by ViralBrand Intelligence™ for Brand Alignment before presentation to Client pursuant to §7.

10.5 Organic Campaign Disclosure; Creator Autonomy Acknowledged. Client expressly acknowledges and agrees to the following:

(a) The Nature of Organic Campaigns. Tier 1 Organic Collabs and any organic-creator component of any other engagement are, by design, organic in nature. Talents activated under organic programs are independent third-party creators with full creative, editorial, and commercial autonomy. They are not Agency’s employees, agents, or representatives, and they are not subject to Agency’s direction or control with respect to whether, when, how, or in what form they choose to post about Client’s product or brand.

(b) Agency’s Best-Efforts Standard. Agency’s obligation with respect to organic creator content is limited to good-faith, commercially reasonable best efforts to: (i) communicate Client’s campaign objectives, talking points, key messaging, brand guidelines, and posting preferences to activated Talents; (ii) provide Talents with relevant creative direction, product information, and FTC disclosure instructions; (iii) follow up with Talents who agree to participate; and (iv) report on resulting Talent activity. Agency’s obligation does NOT include guaranteeing that any Talent will (1) post at all, (2) post within any particular timeframe, (3) post in any particular format or on any particular platform, (4) use any particular caption, hashtag, or messaging, (5) feature Client’s product favorably or at all, (6) include or exclude specific imagery, or (7) maintain any particular tone or sentiment.

(c) No Control by Agency. Client understands that Agency does not, cannot, and does not represent that it can compel Talent behavior. Talents may, in their sole discretion, choose to: (i) decline to post after accepting product; (ii) post in a manner that differs from Agency’s brief; (iii) include unauthorized commentary, opinions, or comparisons; (iv) feature competing products in the same post; (v) modify or remove posts after publication; or (vi) make personal statements unrelated to the campaign. Such Talent conduct, while not encouraged, is an inherent and unavoidable feature of organic creator campaigns and shall not constitute a breach by Agency.

(d) Client’s Remedy. Client’s sole and exclusive remedies for off-brief, off-format, or absent Talent content under an organic campaign are: (i) the right to exclude a non-performing Talent from future activations under §7.5; and (ii) the right to flag content for Agency to request voluntary removal or edit by the Talent (which Agency shall pursue using commercially reasonable best efforts, with no guarantee of compliance). Client expressly waives any right to claim damages, refunds, credits, or fee adjustments arising from Talent content that deviates from Agency’s brief, Client’s preferences, or campaign objectives.

(e) Distinction from Paid Partnerships. The disclosures in this §10.5 apply with full force to Tier 1 Organic Collabs and to any organic component of a Creator-Affiliate Program or One-Off Campaign engagement. For Paid Partnerships Campaigns, where Agency negotiates contractual deliverables with Talent in exchange for cash compensation, Agency’s obligations and remedies are governed by the applicable SOW and the Paid Partnerships Creator License Agreement, which typically include guaranteed deliverables, caption approval, and posting windows.

(f) Acknowledgment. By executing this Agreement, Client confirms it has read, understands, and accepts the inherent uncertainty of organic creator campaigns, and that this uncertainty is reflected in the pricing, scope, and structure of the Services. Client further acknowledges that this §10.5 is initialed separately at §16 as a material disclosure.

11. ADDITIONAL PROVISIONS

11.1 Talent approval window (48 hours). Failure to respond within this window may result in loss of the opportunity or deemed approval per §7.1; Agency shall not be liable for such loss.

11.1.1 Response Timelines and Campaign Impact Disclaimer.

(a) Client Response Window. Where Agency requests Client’s approval, decision, or input — including without limitation Talent list approval (§7.1), content approval for Paid Partnerships or Amplification (§7.2), creative material approvals, asset approvals, or any other matter requiring Client response — Client shall respond within forty-eight (48) hours of Agency’s request unless a different timeline is set forth in the applicable SOW.

(b) Talent Response Window. Talents activated through Agency are independent contractors and may, but are not contractually required to, respond to Agency outreach within forty-eight (48) hours. Where a Talent fails to respond within this window, Agency may, in its sole discretion, proceed with substitute Talent activation without liability to Client.

(c) Consequences of Delay. Any failure by Client or Talent to respond within the forty-eight (48) hour window, or such other window as may be set forth in the applicable SOW, may result in campaign delay, missed posting windows, reduced campaign reach or engagement, missed goal or KPI targets, loss of activation opportunity, reduced overall campaign performance, or termination of a particular Talent opportunity. The parties expressly acknowledge that timely cooperation is essential to campaign success and that any delay in response materially affects what Agency can deliver.

(d) Agency Not at Fault. Agency shall not be liable, and shall not be deemed in breach of this Agreement, for any campaign delay, missed goal, missed KPI, reduced performance, or other adverse campaign outcome arising from or contributed to by Client’s or Talent’s failure to respond within the applicable window. All deadlines, milestones, and goal targets shall be extended on a day-for-day basis for each day of Client or Talent response delay, consistent with §11.7 and §11.20. Client’s full acknowledgment that goals are aspirational and not guaranteed is set forth at §10.2 and §11.16, and Client expressly waives any claim, damages, refund, credit, or fee adjustment arising from campaign outcomes attributable, in whole or in part, to Client’s or Talent’s response delay.

(e) Documentation. Agency shall maintain a documented record of material Client and Talent response times under this Agreement, including but not limited to timestamped email threads, CRM activity logs, and approval-platform records, to support any subsequent allocation of fault for delayed or missed campaign outcomes. Such records shall be deemed admissible evidence in any dispute under §12.

11.2 Delegated authority. Client indemnifies Agency for all actions taken in reliance on authorized representative instructions.

11.3 ViralBrand Intelligence™ is Agency’s proprietary AI scoring engine. Outputs are probabilistic benchmarks used to inform campaign decisions. They are not guarantees of creator performance, reach, engagement, or brand alignment. Agency is not liable for outcomes derived from AI-driven scoring.

11.4 Written modifications only; oral statements are void and of no legal effect, including any representations made during sales calls, demos, discovery sessions, onboarding conversations, or strategy meetings, whether or not memorialized in notes or recordings.

11.5 Client must ship product (or deliver approved creative materials, in the case of digital-services engagements) within two (2) business days of influencer confirmation. Shipping or delivery delays caused by Client may affect campaign timelines; Agency shall not be liable for resulting delays.

11.6 Client must provide sufficient product or content materials for all Talent commitments. Insufficient supply constitutes a Client-caused delay and extends campaign timelines accordingly.

11.7 Agency’s performance is contingent on Client’s timely cooperation, including but not limited to approvals, product shipment, asset delivery, and payment. Client delays extend all deadlines on a day-for-day basis and do not constitute Agency breach.

11.8 Dispute Resolution. The parties shall observe a five (5) day mutual resolution period before escalation as set forth in §12.2. During any dispute resolution period, Client shall continue to pay all undisputed amounts when due. Client may not withhold payment of undisputed invoices on account of a dispute concerning a separate invoice, deliverable, or claim.

11.9 Content is deemed compliant if it includes product plus required FTC disclosures in accordance with Agency’s creative direction.

11.10 Force majeure events — including influencer illness, courier delays, supply chain disruptions, platform outages, natural disasters, pandemics, and government actions — excuse Agency’s performance obligations for the duration of such event.

11.11 Client Opt-In Engagement. Refunds not applicable if Client declines or fails to engage presented creator opt-ins. Agency’s obligation is outreach and program management, not guaranteed creator engagement.

11.12 Influencer Autonomy. Agency cannot compel influencer compliance; Talents are independent contractors. Agency is not liable for individual Talent decisions, cancellations, or refusals. See §10.5 for the full statement of Client’s acknowledgments regarding creator autonomy.

11.13 Product Seeding & Natural Attrition. Not all seeded influencers will post. Attrition is a normal and expected feature of organic creator programs and does not constitute a breach by Agency. Client’s full acknowledgment of organic campaign uncertainty is set forth at §10.5.

11.14 Paid Media Amplification Liability. No guarantees; Agency not liable for platform denials, outages, or Talent account issues. Once ad spend is allocated to a platform, it is non-recoverable regardless of campaign outcome or early termination. Platform rejection of approved content does not constitute Agency breach. Any campaign costs (Agency time, production, queued ad spend) incurred prior to platform rejection remain payable by Client.

11.15 Content Usage Rights. See §5.2 for the perpetual, royalty-free, worldwide content license granted to Client. The license under §5.2 applies uniformly across all products and survives termination, subject to the pass-through and right-of-publicity limitations set forth therein.

11.16 KPI Targets as Aspirational Goals. KPIs are goals, not enforceable deliverables.

11.17 Platform Changes & Algorithm Variability. Agency not liable for reach/engagement impacts due to algorithm shifts, platform policy changes, or feature modifications.

11.18 Chargebacks & Payment Reversals. Client agrees not to initiate any chargeback, payment reversal, or dispute with any financial institution regarding fees paid to Agency in respect of Services duly rendered. Any such action initiated in bad faith or in violation of this provision shall constitute a material breach of this Agreement. In the event Client initiates a chargeback in violation of this provision, Client shall be liable for (a) the full disputed amount, (b) all merchant processing fees, chargeback fees, and bank fees incurred by Agency, (c) reasonable attorneys’ fees, and (d) liquidated damages as set forth in the applicable SOW or, in the absence of such specification, an amount sufficient to reasonably compensate Agency for the administrative burden imposed. Client acknowledges that this provision operates as a contractual covenant between the parties and does not purport to waive any consumer rights that may exist under applicable law or financial institution policy.

11.19 Client-Supplied Products & Materials. Client warrants all products and creative materials are safe, legal, and compliant with applicable laws and regulations. Client indemnifies Agency for product liability, recalls, regulatory violations, or compliance failures.

11.20 Client Delays in Approvals. Extend timelines on a day-for-day basis; not Agency breach.

11.21 Talent Morality / Conduct. Talents are independent contractors with full autonomy over their personal expression. Agency is not liable for any reputational issues, financial harm, or third-party claims arising from influencer conduct, statements, social media activity, or personal life, whether occurring before, during, or after a campaign, and whether or not the conduct relates to Client or the campaign. Client’s sole remedy for Talent misconduct during a campaign is the right to request Talent’s removal from active rotation, which Agency shall accommodate using commercially reasonable efforts.

11.22 Paid Media Budget Risk. Client bears spend risk once allocated to platforms.

11.23 Talent Availability & Dropouts. Agency not liable for cancellations or refusals after initial confirmation.

11.24 Non-Exclusivity. Agency may represent competitors absent an express exclusivity agreement set forth in a signed SOW.

11.25 Regulatory & Legal Changes. Agency not liable for new/changed regulations occurring after Commencement of Services.

11.26 Data & Reporting Accuracy. Metrics come from third-party platforms/tools; Agency not liable for discrepancies attributable to platform measurement systems. Where real-time analytics are not accessible, metrics are estimated using proprietary models that incorporate historical performance data, engagement patterns, and platform benchmarks. These AI-assisted estimates are approximations and may not reflect current results. They should not be relied upon as guarantees of performance.

11.27 No Introduction Bypass; Talent Engagement Fee.

(a) Fee. Client acknowledges that Agency’s creator-identification, scoring, vetting, and introduction services represent material and proprietary work product, the value of which is independent of any restriction on Talent’s ability to work freely. Accordingly, if at any time during the term of this Agreement or within twelve (12) months following its termination or expiration, Client (or any affiliate, successor, newly formed entity, or third party acting on Client’s behalf or at Client’s direction) directly engages, contracts with, or compensates any Talent introduced, identified, scored, vetted, or activated through Agency, without routing such engagement through Agency, Client shall pay Agency a Talent Engagement Fee equal to twenty-five percent (25%) of the gross compensation paid to such Talent under the bypassed engagement, or six (6) months of the then-current Creator-Affiliate Program retainer rate, whichever is greater, per bypassed Talent. The parties agree this fee is a reasonable estimate of the value of Agency’s introduction and vetting services and is not a restraint on Talent’s ability to provide services to any party. This provision does not restrict, limit, or condition any Talent’s independent right to work for any party.

(b) Audit and Certification. For a period of twelve (12) months following termination of this Agreement, Client shall, upon Agency’s written request (not more than twice per twelve-month period), provide a written certification identifying any direct or indirect engagements, contracts, or compensation paid to any Talent introduced or activated through Agency during the term. Client’s failure to respond within fifteen (15) business days, or provision of materially inaccurate information, shall constitute a material breach and shall give rise to a rebuttable presumption that bypass has occurred.

(c) Tolling. The twelve-month period set forth in this §11.27 shall be tolled during any pending arbitration, mediation, or litigation between the parties.

(d) Survival. This §11.27 survives termination of this Agreement.

11.28 Content Archival. Agency maintains campaign records for twenty-four (24) months post-completion. Financial records pertaining to fees paid under this Agreement shall be maintained for seven (7) years.

11.29 Alcohol, Age-Restricted, and Regulated Products. Client warrants all required licenses, approvals, and regulatory authorizations for restricted industries. Agency not liable; Client indemnifies for compliance failures under §9.2.

11.30 ViralBrand Lab Scope. ViralBrand Lab engagements are one-time flat-fee sprints. Deliverables are as specified in the applicable SOW. No ongoing retainer, account management, or strategy calls are included unless separately purchased. Lab deliverables carry over to any subsequent Creator-Affiliate Program engagement.

11.31 Mutual Non-Disparagement. During the term and for two (2) years following termination, neither party shall make any public statement (including via social media, podcasts, press, or to current or prospective clients of the other party) that disparages, defames, or denigrates the other party, its principals, employees, or services. This provision does not restrict (a) truthful statements required by law or under oath, (b) good-faith complaints to regulators, or (c) factual statements made in the course of resolving a dispute.

11.32 Forum Waiver. The parties expressly waive any argument that disputes arising under this Agreement should be heard in any forum other than the JAMS arbitration seated in Los Angeles County, California, regardless of the substantive law implicated or where the underlying alleged conduct occurred.

12. GENERAL

12.1 Entire Agreement. This document plus executed SOWs constitute the entire agreement between the parties and supersede all prior negotiations, representations, and understandings.

12.2 Governing Law; Arbitration; Venue. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, that is not resolved through the mutual resolution period set forth in §11.8 or through mediation, shall be finally resolved by binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration shall be conducted by a single neutral arbitrator, seated in Los Angeles County, California, with the substantive law of Delaware applied. Each party shall initially bear its own arbitration fees and costs; the arbitrator shall award arbitration fees and costs to the prevailing party in accordance with §12.6. Judgment on the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property rights or confidential information pending arbitration. To the maximum extent permitted by applicable law, the parties waive any right to trial by jury.

12.3 Mediation. Prior to commencing arbitration, the parties shall attempt in good faith to resolve any dispute through non-binding mediation administered by JAMS in Los Angeles County, California. The mediation requirement shall be deemed satisfied if either party files a mediation demand and the other party fails to participate within thirty (30) days.

12.4 No assignment by Client without Agency’s prior written consent. Agency may assign to any successor entity, parent, subsidiary, or affiliate, including in connection with a merger, acquisition, or sale of substantially all assets, without Client’s consent.

12.5 Refund Waiver; Limited Credits. Client irrevocably waives any and all rights to refunds, offsets, penalties, or chargebacks. No refund shall issue under any circumstance save for Agency’s Willful Breach (as defined in §1.18). In the event a refund is ever considered, such refund must be mutually agreed upon in writing by both Agency and Client. Any refund so approved shall be issued solely in the form of a credit toward future campaigns with Agency; under no circumstances shall cash or cash-equivalent refunds be provided. This waiver and limitation survive termination.

12.6 Attorneys’ Fees. Prevailing party in any arbitration, mediation, or court proceeding arising from this Agreement is entitled to reasonable costs and attorneys’ fees.

12.7 Hierarchy of Authority; Supremacy. This Agreement overrides any proposal, addendum, email, or conflicting provision. In the event of conflict between this Agreement and a duly executed SOW, the SOW controls solely with respect to product selection, scope, deliverables, fees, and pricing; this Agreement controls with respect to all other matters, including the perpetual content license under §5.2 and the indemnification provisions of §9. In the event of conflict between this Agreement and a duly executed Regulated Industry Addendum, the Addendum controls solely with respect to industry-specific compliance and indemnification obligations.

12.8 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties’ original intent.

12.9 Counterparts; Electronic Execution. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original. Execution via the parties’ standard digital signature workflow, including online signature platforms with audit trail (timestamp, IP address, email confirmation), shall be deemed sufficient for all purposes.

12.10 Survival. The following provisions survive termination or expiration of this Agreement: §1 (Definitions, as needed to interpret surviving provisions), §2.9 (Independent Contractor), §3 (with respect to amounts owed), §4.5 (Public Communications), §5 (Intellectual Property and Content License), §6 (Confidentiality, per its terms), §9 (Liability and Indemnification, including §9.2 supplemental indemnification for the longer of (i) seven (7) years or (ii) the applicable statute of limitations plus tolling), §10.5 (Organic Campaign Disclosure, as to events occurring during the term), §11.18 (Chargebacks), §11.27 (No Introduction Bypass), §11.31 (Mutual Non-Disparagement), §11.32 (Forum Waiver), §12 (General), §13 (Insurance, as applicable), §14 (Data Privacy, as applicable), and §15 (Notices).

13. INSURANCE

13.1 Agency Coverage. During the term of this Agreement, Agency shall maintain, at its own cost, the following minimum insurance coverages: (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) Professional Liability (Errors & Omissions) insurance with limits of not less than $1,000,000 per claim; and (c) Cyber Liability insurance with limits of not less than $1,000,000 per claim, covering data breach response, privacy liability, and network security. For engagements involving heightened regulatory or reputational risk, the parties may agree to enhanced coverage under a separate Regulated Industry Addendum.

13.2 Client Coverage; Additional Insured. During the term of this Agreement, Client shall maintain, at its own cost, the following minimum insurance coverages appropriate to its industry: (a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence; (b) Product Liability insurance with limits appropriate to Client’s product category, but in no event less than $1,000,000 per occurrence where Client distributes physical products; and (c) such additional coverage as may be required by Client’s industry, including but not limited to liquor liability for alcohol brands, product recall coverage for consumable goods, professional liability for regulated services providers, or media liability for advertising-intensive engagements. Client shall name Agency as an additional insured under its Commercial General Liability and Product Liability policies (and, where applicable, its Media Liability or Professional Liability policies) with respect to liability arising out of Client’s products and Services performed under this Agreement, and shall provide a certificate evidencing such additional-insured status upon Agency’s written request.

13.3 Certificates. Upon written request, each party shall provide the other with a certificate of insurance evidencing the coverages required hereunder. Each party shall provide the other with thirty (30) days’ prior written notice of cancellation or material change to any required policy.

13.4 No Waiver. The insurance requirements set forth in this §13 do not limit, replace, or waive any other rights or remedies available to either party under this Agreement or applicable law.

14. DATA PRIVACY & SECURITY

14.1 Compliance with Privacy Laws. Each party shall comply with all applicable data protection and privacy laws in connection with its performance under this Agreement, including but not limited to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, “CCPA/CPRA”), the EU General Data Protection Regulation (“GDPR”) where applicable, and any successor or analogous state, federal, or international privacy laws (collectively, “Privacy Laws”).

14.2 Service Provider Status; Processing of Personal Information. With respect to Personal Information processed on Client’s behalf, Agency shall act as a “Service Provider” as defined under CCPA/CPRA, and as a “Processor” as defined under GDPR where applicable. Agency shall not retain, use, or disclose Personal Information for any purpose other than the specific purpose of performing Services under this Agreement, including (i) for any commercial purpose other than providing Services to Client, (ii) outside the direct business relationship between Agency and Client, or (iii) to combine Personal Information received from Client with Personal Information received from any other source, except as permitted under CCPA/CPRA. Agency shall not “sell” or “share” Personal Information as those terms are defined under CCPA/CPRA. Agency shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Personal Information from unauthorized access, disclosure, alteration, or destruction.

14.3 Breach Notification. In the event Agency becomes aware of a confirmed security breach involving unauthorized access to or disclosure of Client’s Confidential Information or Personal Information processed under this Agreement, Agency shall notify Client without undue delay, and in no event later than seventy-two (72) hours after confirmation of the breach. Such notice shall include, to the extent then known, a description of the nature of the breach, the categories and approximate number of individuals affected, and the steps Agency has taken or intends to take to mitigate the breach.

14.4 Client Responsibilities. Client warrants that any data, lists, or contact information provided to Agency has been collected and is transferred in compliance with applicable Privacy Laws, and that Client has all necessary rights, consents, and notices required to permit Agency to process such information for the purposes contemplated under this Agreement. Client indemnifies and holds Agency harmless from any claim arising from Client’s failure to comply with this §14.4.

14.5 Data Processing Addendum. Where required by Privacy Laws or requested by Client in writing, the parties shall execute a mutually acceptable Data Processing Addendum that supplements this Agreement. In the event of conflict between this §14 and an executed Data Processing Addendum, the Data Processing Addendum controls solely with respect to the processing of Personal Information.

15. NOTICES

15.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given (a) upon personal delivery, (b) one (1) business day after deposit with a nationally recognized overnight courier with tracking, or (c) upon confirmed delivery by electronic mail to the addresses set forth in the applicable SOW or such other addresses as the parties may designate in writing. Notwithstanding the foregoing, for notices of termination, material breach, or arbitration demand, electronic mail notice must be accompanied by simultaneous delivery via overnight courier or personal service to be effective.

15.2 Agency Notice Address. Notices to Agency shall be directed to: LaunchPreneur, Inc., 284 East Lake Mead Parkway, Suite C160, Henderson, Nevada 89015, with a copy to [email protected].