3.1 The term "Deliverables" means any materials created pursuant to a statement of work, such as posts or videos, whether the material will be publicized by you or not. The term "you" in this section 4 refers to the influencer or creator entering the statement of work or influencers or creators represented by an agency entering a statement of work..

3.2 Dos:

• Deliverables must be created by you, must be your original content, and you must have full rights to use freely, post, and assign the Deliverables to us or our clients.
• Deliverables must properly represent our client and follow any instructions agreed in a statement of work.
• Deliverables must comply with:
  • Industry standards,
  • Applicable laws and regulations
• In addition, when Deliverables will be publicized by you, you must also comply with
  • The Federal Trade Commission's Guides Concerning the Use of Testimonials and Endorsements in Advertising (for example, disclosing the fact that the Deliverable is being sponsored), and
  • The rules applicable to the platform on which the Deliverables are shared (for example, if the Deliverable will be shared on TikTok, it needs to comply with TikTok's Terms of Service).
• Any statements you make should be truthful and should reflect your honest opinion and actual experiences.
• Deliverables you publicize must be accompanied by a unique tracking link in your bio as agreed in the SOW for a minimum of days as agreed in the SOW immediately after the content is posted.
• Participation in a campaign requires connecting with the Upfluence platform in order to verify your account and provide full visibility on the Deliverable's performance.
• All Deliverables that you will be publicize on Tik Tok must be accompanied by the video authorization code in order for us to be able to boost the video should our client wish to.

3.3 Don'ts

• Deliverables cannot include or be posted in connection with any content that:
  • • violates the legal rights of others, including defaming, abuse, stalking or threatening users or individuals;
    • infringes (or results in the infringement of) the intellectual property, moral, publicity, privacy, or other rights of any third party;
    • is (or you reasonably believe or should reasonably believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
    • does not comply with all applicable laws, rules and regulations;
    • posts, stores, transmits, offers, or solicits anything that contains the following, or that you know contains links to the following or to locations that in turn contain links to the following:
      • material that we determine to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity),
      • material that is racially or ethnically insensitive, material that is defamatory, harassing or threatening,
      • pornography or obscene material,
      • any virus, worm, trojan horse, or other harmful or disruptive component; or
      • anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or regulation or is otherwise inappropriate or offensive.

3.4 We have the right to determine whether any Deliverables meet the above requirements. If they don't, we may reject Deliverables or request that they be taken down. Violating the above will be considered breaching this agreement and you will not be entitled to any payment for those Deliverables.

4. Ownership

4.1 If we provide you with any materials that should be included in Deliverables, such as a logo or an image, that material remains our property (or the property of the company that licenses that material to us) and you only have the right to use that material in order to create the Deliverables that we have requested.

4.2 You agree that, where you serve as an influencer, Deliverables will be publicized on the agreed platform and, unless we agree otherwise, will remain public on the agreed platform for twelve (12) months.

4.3 You agree that we retain all rights title, and interest in and to all Deliverables that you create for us and Deliverables shall be considered a work made for hire. Therefore, we can use those Deliverables for any reason and can assign them to our client. If there is some legal reason that you can't assign the Deliverables to us, you agree to grant us an unlimited, transferrable, irrevocable, fully paid up, and royalty-free license so that we and/or our client can use the Deliverables without restrictions. If we need your assistance to receive official ownership of any Deliverable, you agree to use your best efforts to help us. You also agree irrevocably to waive and never to assert any rights, title and interest you may have in the Deliverables against us and/or our clients. If you incorporate any of your own intellectual property (or that of any third party) into a Deliverable, by providing the Deliverable to us you grant us and our clients an unlimited, transferrable, irrevocable, fully paid up, and royalty free license to use and/or alter such intellectual property in any way, including for commercial purposes.

4.4 You agree that while this statement of work is in effect and for 12 months afterward, you will not engage in activities that compete with us or engage directly with our client or act in a way that circumvents the need for our services.

5. Representations and Warranties

5.1 If you are an influencer and/or creator, you agree that (a) you have all right, license and consent required under applicable law to provide us and our clients with any Deliverables you create; and (b) no Deliverable will infringe upon the intellectual property, privacy, publicity, moral, or any other rights of any third party and our use and/or our client's use thereof does not and will not infringe upon any third party's right; and (c) you will provide your services in accordance with applicable law.

5.2 If you are an influencer agency, you agree that you are organized under applicable law, you have the authority to enter into the statement of work and this agreement, and by entering into these agreements and performing any work in connection with them, you are not breaching any other agreements you may have and are not violating any law. You further agree that you have all right, license and consents required by law to represent any influencer hereunder and agree that you are solely responsible for the performance of any such influencer in connection with this agreement or any statement of work.

6. Payment

In consideration for providing and/or publicizing the Deliverables, we will pay you the amount agreed in each statement of work, which includes all taxes, governmental charges, and VAT payable, if applicable. If additional taxes need to be paid in connection with this payment, that will be your responsibility. Payment is dependent on you fulfilling all of the requirements of this agreement and the statement of work to our satisfaction and you providing us with a proper invoice for the amount owed.

7. Term and Termination

This agreement will be in effect from the date each statement of work is signed until the date the Deliverables are due, as specified in each statement of work. You may terminate a statement of work for any reason by providing a prior written notice of thirty (30) days. We may terminate a statement of work for any reason by providing a prior written notice of seven (7) days. Any rights or obligations of either party that by their nature and context, are intended to survive the termination of a statement of work shall do so.

8. Confidentiality

We may share certain confidential information with you about our company or our clients. For example, this agreement and the statement of work are our confidential information. You agree that while this agreement is in effect and afterward, you will not use any confidential information we provide to you except as necessary for this agreement and you will keep it confidential, using a high degree of care. If you are obligated by some legal requirement to share some of our confidential information, then, if allowed, you will let us know as soon as possible so that we can challenge the requirement. These confidentiality obligations shall survive this applicable statement of work for a period of three (3) years, provided trade secrets shall remain confidential indefinitely.

9. Indemnification

If we suffered some loss from a third party because you breached the terms of this agreement or a statement of work, you shall defend, indemnify and hold us harmless from any claims, damages, costs, losses, liabilities or expenses (including court costs, reasonable attorneys' legal fees, and any administrative and/or criminal fines) that we may suffer in connection with any actual or threatened claim or other proceeding by any third party arising directly or indirectly from or relating to (i) your breach of this agreement or a statement of work, including without limitation breach of applicable law and/or any representations and warranties; (ii) infringement of a third party's intellectual property or other rights; or (iii) any other matter for which you are responsible under this agreement or a statement of work or applicable law. You may not settle or compromise such suit without our written consent and we may be represented in any such suit by our own counsel at our own expense.

10. Limitation of Liability

We shall not have any liability for any consequential, indirect, special or punitive damages arising out of or relating to the arrangements contemplated herein and/or in any statement of work, including in respect of lost profits, lost business opportunities, or lost data. to the fullest extent permitted under applicable law, our maximum cumulative liability under this agreement, any statement of work, and/or under any cause of action is limited to the fees we actually paid you for the relevant campaign.

11. General

This agreement, along with the statement of work, is the only valid agreement between us and you about this matter and it will replace any previous agreements or discussions we may have had. The agreement can only be amended if both parties agree in writing. If we want to assign this agreement to another party, we can do so, however, you may not assign the agreement to someone else. You will not be considered our employee, agent, or representative, and nothing in this agreement allows you to take any actions on our behalf. This agreement will be governed by the laws of the State of Israel and we both agree that the courts of Tel Aviv – Yafo will have exclusive jurisdiction in case of conflict.

Last updated: December 2021