INFLUENCER SERVICES AGREEMENT

THIS INFLUENCER SERVICES AGREEMENT  (the " Agreement ") is entered into between Obviously Social, LLC d/b/a Obviously (the "Company") and you (the "Influencer") effective as of the Effective Date (as defined below).

1. Services and Responsibilities.  

1. Services . Subject to the terms of this Agreement, Company may engage Influencer to provide original photographs, videos, posts, reviews, advertising and other content or material specifically developed, produced or created by Influencer (" Content ") for one or more campaigns for clients of Company (each, a " Client "). Each engagement for the creation of Content shall be referred to individually as a " Campaign " and all Campaigns collectively as the " Services ". Each Campaign shall be deemed to be incorporated herein by reference.
2. Service Standards; Participants; Disclosure.  Influencer shall perform the Services and provide all Content hereunder in accordance with any general creative, editorial, aesthetic and technical requirements, design features and other guidelines and specifications provided or otherwise communicated by the Company or the Client, as well as in compliance with all applicable laws, rules or regulations, and self-regulatory guidelines (collectively, " Laws "), including without limitation, the Federal Trade Commission's Guidelines on Endorsements and Testimonials and the Company's Influencer Guidelines, attached as Exhibit A  (the " Guidelines "). Without limiting the foregoing, and for the avoidance of doubt, Influencer must always clearly disclose that Influencer is receiving compensation for creating the Content and should contact the Company if it has any questions regarding compliance with Laws prior to publicly posting or communicating any Content. If Influencer incorporates other individuals in connection with the Content, Influencer shall obtain their prior written consent set forth on Exhibit B .
3. Deadlines.  Influencer shall provide the Services and complete and deliver the Content according to the deadlines set forth in the applicable Campaign. The parties acknowledge and agree that time is of the essence of this Agreement.
4. Content.  Influencer shall, within forty-eight (48) hours of written request by Company, provide the Content in its original form to Company. Company may monitor and/or review all content published by Influencer. During the Term, Influencer shall promptly comply with Company's instruction to modify, delete, or otherwise remove content published through Influencer's social media accounts which the Company deems, in its sole discretion, to be objectionable, inadvisable, or otherwise in violation of this Agreement or the Guidelines. Furthermore, any Content posted by Influencer under this Agreement shall not be removed or deleted from their social media account(s) unless approved by Company in writing.
5. Association; Criticism. Influencer shall not perform the Services, or reference Influencer's relationship with the Company or the Client, in connection with any political activities, social causes, or commercial activities which have not been preapproved by the Company in writing. Influencer shall not communicate to anyone, in writing or orally, anything critical of the Company or the Client, or of either of their respective businesses, then-current shareholders, members, directors, officers, employees, contractors or customers of the Company or the Client in connection with the Services. This Section does not prevent Influencer from exercising rights that by Law the Influencer cannot waive by contract or from disclosing information to the extent required to comply with the Law.

2. Compensation. The Company shall pay Influencer compensation for the Services as described on each Campaign (the " Fees "). Influencer shall pay all of Influencer's expenses incurred in performing the Services, except as otherwise agreed in writing by Influencer and Company from time to time. Notwithstanding the above, any Fees to be paid to Influencer shall be contingent upon Company being paid by Client. Influencer agrees that Company shall not be held liable for payment in the event that it is not paid by Client.
3. Independent Contractor Relationship . Influencer's relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Influencer is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Influencer's compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes with respect to any employee, contractor, or other individual used by Influencer to perform the Services. The Company will regularly report amounts paid to Influencer by filing Form 1099-MISC with the Internal Revenue Service as may be required by law and make any other reports as deemed necessary or appropriate by the Company under applicable laws.
4. Intellectual Property Rights . As set forth on a Campaign, Company shall either license the Content or commission the Content as a work for hire. If the Company licenses the Content, only Sections 4.1, 4.3, and 4.4 of this Section 4 apply. If the Company commissions the Content, Sections 4.2, 4.3, and 4.4 of this Section 4 apply.

1. Grant of Rights . Influencer hereby irrevocably and perpetually grants Company and its subsidiaries, agents, licensees, successors, and assigns, the non-exclusive, unrestricted, assignable, sublicensable worldwide right and permission to: (i) use, publish, reproduce, and create derivative works from the Content, in whole or in part, in still, single, multiple, moving or video format, or in any other medium or format (now existing or existing in the future), in any media for commercial or any other lawful purpose, without further consent, royalty, payment or other compensation other than the Fees; (ii) use Influencer's name, likeness, appearance, signature, image, voice, professional and personal biographical information, other personal characteristics contained within the Content or used in connection with the Content; (iii) use the URL, links, and screenshots of Influencer's blogs, video, websites, and other social media in connection with the Content or Services.
2. Grant of Rights for AI Training . In addition to the license above, Influencer hereby grants Company the option to use, sublicense, and license to others (each a "Third-Party Company") all of their publicly available content on its social media pages or otherwise posted elsewhere on the internet, applications and anywhere else, for any and all artificial intelligence ("AI") modeling purposes, including but not limited to training, tuning and testing models, (e.g., utilizing the Content in connection with training AI systems) (collectively the "AI Granted Rights"). Such AI Granted Rights shall include the right to modify the Content for the sole purpose of conforming the Content to any specific AI training technical requirements. These Public Content AI Granted Rights can be opted out of at any time by sending an email request to contact@obvious.ly. Opting out will prohibit Company from licensing the publicly available content after the opt out, but the license granted prior to such opt out shall remain in full force and effect. In the event Influencer does not opt out, Company may provide Influencer with a revenue share (to be agreed upon in Company's sole discretion) with respect to the Public Content Granted Rights.
3. Work for Hire; License . Influencer agrees that the Content shall be deemed a "work for hire" and to the extent that Influencer has any copyright or other intellectual property rights in the Content, Influencer hereby irrevocably assigns, transfers, and otherwise conveys all such rights to Company. Influencer further acknowledges and agrees that the Company shall own all rights, title and interest in or to all such Content. Influencer acknowledges that Influencer has no, and shall not claim any, right, title, or interest in or to any materials or Content produced under this Agreement or in connection with the Services. For the avoidance of doubt, and to further evidence the full ownership of the Content by Company, Influencer hereby assigns to Company all rights, title and interest to the Content. Influencer hereby irrevocably and perpetually grants Company and its subsidiaries, agents, licensees, successors, and assigns, the non-exclusive, unrestricted, assignable, sublicensable worldwide right and permission to (i) use Influencer's name, likeness, appearance, signature, image, voice, professional and personal biographical information, other personal characteristics contained within the Content or used in connection with the Content; and (ii) use the URL, links, and screenshots of Influencer's blogs, video, websites, and other social media in connection with the Content or Services.
4. Further Assistance; No Further Approval . Influencer agrees to assist Company and/or Client in the enforcement of its proprietary rights over all such Content, including the prompt execution of any additional documents that may be reasonably requested by Company and/or Client. If Influencer fails to cooperate with or assist, execute, acknowledge, verify or deliver any such document requested by Company and/or Client, Influencer hereby irrevocably appoints Company and/or Client (as applicable) and its authorized officers and agents as Influencer's agent and attorney-in-fact to act in Influencer's place to execute, acknowledge, verify, and/or deliver any such document (as applicable) on Influencer's behalf. To the fullest extent allowable under any applicable law, Influencer hereby irrevocably waives or assigns to Company the benefits of any provision of law known as "droit moral," "moral rights" or any similar rights or principles of law in any country of the world which you may now or later have in the Content, and agree not to institute or permit any action or lawsuit on the ground that the Content or any other materials or content based upon the Content constitutes an infringement of your droit moral or is in any way a defamation or mutilation of the Content or any part thereof, or contains unauthorized variations, alterations, modifications, changes or translations. Influencer agrees that no advertisement or other material need be submitted to Influencer for any further approval. Any acknowledgment or credit of Influencer in connection with the Content, if any, shall be determined in Company's sole discretion.
5. Limited License . The Company hereby grants Influencer a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Content, and Client name, logo, and other intellectual property, solely in connection with Influencer's authorized and approved provision of the Services unless otherwise set forth in a Campaign. Influencer acknowledges that Influencer has no, and shall not claim any, right, title, or interest in or to any of Company or Client's intellectual property.

6. Confidentiality . Influencer shall not disclose the details of Influencer's engagement by the Company or the Client without the Company's prior written approval; provided, however, that Influencer may disclose in a favorable, positive, and non-disparaging manner Influencer's general association with the Company and/or the Client. Influencer shall not disclose the substance of this Agreement or any marketing plans, strategies, results or other confidential information (" Confidential Information ") divulged to, or learned by, Influencer in connection with the Services or this Agreement without the Company's prior written consent, unless and until such Confidential Information has generally become available to the public from sources other than Influencer. Upon termination of this Agreement, Influencer shall not discuss or make reference to the specific details of the termination and will limit any comments or statements as to the termination, if any, to the fact that the relationship ended and the effective date of the termination. Immediately upon any expiration or earlier termination of this Agreement for any reason (or at any time upon Company or Client's request), Influencer will return to Client (or destroy at Client's request) any materials provided by Client and all copies of Confidential Information in Influencer's possession or control.
7. Representations . Influencer represents and warrants that: (i) Influencer has the full right and power to enter into and fully perform this Agreement in accordance with its terms; (ii) the execution, delivery, and performance of this Agreement will not violate the rights of any third party or violate the provisions of any agreement to which Influencer is a party; (iii) the Content shall be wholly original and not copied in whole or in part from any other work except materials in the public domain or supplied to Influencer by the Company or the Client, (iv) neither the Content nor the use thereof infringes upon or violates any right of privacy or publicity of, or constitutes libel, slander or any unfair competition against, or infringes upon or violates the copyright, trademark rights or other intellectual property rights of any person or entity and Influencer has obtained all rights, licenses and permits and obtained all releases (in a form pre-approved by Company) necessary for Company and Client to use the Content, deliverables and/or other materials provided in connection with Influencer's performance of the services (and will provide Company with copies thereof upon Company's request), and (vi) Influencer's engagement under this Agreement and provision of the Services will not subject either Influencer, the Company, or the Client to the collective bargaining agreements of the Screen Actors Guild or the American Federation of Television and Radio Artists, or any other guild, union, or third-party payments or other obligations.
8. Indemnification . Influencer shall defend, indemnify and hold harmless Company, its directors, officers, employees and agents, and clients, including the Client, and any person or entity which controls any of them, and their successors and assigns (the " Covered Parties "), from and against any and all third party claims, suits, actions, damages, liabilities, judgments, assessments, interest charges, penalties, costs or expenses, including reasonable attorney's fees and costs of suit (collectively, " Liabilities "), arising out of (i) any willful misconduct or negligent act or omission of Influencer, (ii) any violation by Influencer and/or its representatives of any local, state, or Federal law, rule, or regulation applicable to the performance of Influencer's obligations under this Agreement; (iii) material or information created or provided by Influencer, including any Liabilities arising from the actual or alleged infringement by Influencer of any third party intellectual property or publicity rights pertaining to such material or information; or (iv) Influencer's breach of this Agreement. If the Company seeks indemnification, Influencer shall give Company the right to participate in the defense and settlement of any such claim; provided, however, that Influencer may not settle or dispose of any claim without Company's prior written approval.
9. Release . Influencer, and Influencer's heirs, executors, administrators, employers, agents, representatives, insurers and attorneys (collectively, for the purposes of this Section, " Influencer ") agree to, and hereby, release and discharge the Covered Parties from any and all claims (except for payment of Fees) arising out of or related to your provision of the Services, including without limitation, any liability for any accident, illness, injury, loss, or damage to personal property. Influencer acknowledges and agrees that the Covered Parties assume no responsibility for any liability, damage, or injury that may be caused by Influencer's negligent or intentional acts or omissions committed prior to, during, or after provision of the Services, or for any liability, damage, or injury caused by the intentional or negligent acts or omissions of others, including other influencers engaged by the Company. Influencer further releases the Covered Parties from any claims that may arise regarding the use of Influencer's Content, name, likeness, and image including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright.
10. Term and Termination .

1. Term . This Agreement is effective as of the day that you agree to it (the "Effective Date") and will continue until terminated in accordance with this Section 10.
2. Termination . Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any provision of this Agreement, which breach remains uncured for ten (10) days following receipt of written notice of the breach. In addition, Company may terminate this Agreement for convenience immediately upon written notice to Influencer. In the event of termination of this Agreement for any reason other than material breach by Influencer, Client's sole obligation shall be to pay Influencer a prorated amount of the fee reasonably commensurate with the amount of work performed by Influencer as of the effective date of termination (as reasonably determined by Client in its good faith sole discretion). Upon receipt of written notice of termination, Influencer shall immediately cease all Services hereunder and all licenses granted to Influencer shall terminate except such as may be specifically approved by the Company. In the event of termination of this Agreement by Client for material breach by Influencer, Client shall not be liable for any portion of the fee and Influencer shall immediately refund any portion of the fee already paid to it by Client.
3. Morals Clause. In the event that Influencer violates any law, rule or regulation or if Influencer's conduct, in Client's reasonable discretion, violates generally accepted standards of behavior such that public association with Influencer would subject Client, Company, Influencer and/or their respective affiliates to the disfavor, contempt or ridicule of the general public, or would be detrimental to the reputation, business and/or sale of the products or services of Client, Company or their respective affiliates, or that is reasonably likely to insult or offend the community or any substantial group thereof, Company will be entitled to immediately terminate this Agreement in its sole discretion with no further liability to Influencer. Influencer shall not publish or cause to be published any content that would disparage or cause harm to Client's brands, image, or intellectual property.
4. Survival . The rights and obligations which by their nature are intended to survive termination or expiration of this Agreement shall so survive.

11. Non-Circumvent . During the term of this Agreement and for twelve months thereafter, Influencer (or anyone on their behalf) may not reach out, contact, communicate, or enter into any form of influencer marketing relationship, with any Clients introduced to Influencer (or anyone on their team) by Company, directly or indirectly, unless otherwise agreed to by Company in writing. The parties agree that a breach of this Section shall cause damages to Company which shall be the full responsibility and payment of Influencer. Additionally, all campaign communication under this Agreement should occur exclusively between Obviously and Influencer (or an authorized member of their team) unless otherwise agreed to by Company in writing.
12. Miscellaneous .

1. No Obligation . Nothing in this Agreement shall constitute any obligation on the Company or the Client to make any use of the Content or other rights provided in this Agreement.
2. Assignment . Influencer may not subcontract or otherwise delegate Influencer's obligations under this Agreement without the Company's prior written consent, which consent will be in the Company's sole discretion and without any obligation to weigh the effect of its decision on the interests of any person other than the Company itself.
3. Notices . Any notice required or permitted by this Agreement must be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by electronic mail effective upon the sender's receipt of confirmation generated by the recipient's email system, (ii) by personal delivery when delivered personally; (iii) by overnight courier upon written verification of receipt; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.
4. Governing Law . This Agreement is governed by the laws of New York, without regard to its principles of choice of law, and jurisdiction and venue for all disputes arising in connection with this Agreement shall be exclusively in the federal or state courts located in New York City.
5. Severability . If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
6. Waiver . The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions in this Agreement will not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.
7. Entire Agreement . This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Services and other services undertaken by Influencer for the Company. This Agreement may only be changed by mutual agreement of the parties in writing.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers or agents as of the date first above written.

OBVIOUSLY SOCIAL LLC By: Title: Date:

INFLUENCER Name: Date:

EXHIBIT A

INFLUENCER GUIDELINES

Obviously believes in full, fair and effective disclosures of material facts relating to Influencer's relationship with Obviously and its clients ("Clients") in accordance with the Federal Trade Commission's Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf). As such, Obviously requires that all Influencers adhere to the following guidelines (the "Guidelines") when blogging, tweeting, posting on social media or otherwise publishing content about its Clients or any of its Clients' products or services.

1. Any content you create in connection with the Services ("Content") must reflect your honest opinions, findings, beliefs, or experiences with Company and any products mentioned in the Content, and may not contain any statements or representations about Company that are not true or are deceptive. If your opinions, findings, or experiences mentioned in the Content change, you are responsible for updating the Content or, if that's not possible, for promptly informing Company of such change.

2. Do not impersonate another person or pretend you are someone else when posting Content. You should identify yourself in all of your posts.

3. Content must comply with the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising and industry best practices. Without limitation, when communicating about a Client or its products or services, Influencer must clearly and conspicuously disclose its "material connection" with Client, including the fact that Influencer was afforded any consideration, was provided with certain experiences or benefits, or is being paid for a particular service. These disclosures should be prominent, easily understandable, and in close physical proximity to all comments by you related to the Client or its products.

4. Content must be your own original work, created solely by you, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity. Only make factual statements about Client or Client's product's characteristics or quality which Influencer knows for certain are true and can be verified. For example, Influencer should not make statements about the performance of a product unless Influencer has support for such claims.

5. If any persons appear or are referred to in the Content, you are solely responsible for obtaining from such persons, prior to posting or making Content publicly available, the signed release attached as Exhibit B from those persons, which permits Company the right to exhibit and use the Content, including, but not limited to, the right to make screenshots, animations and video clips available to the public for advertising, promotional, and publicity purposes. If any persons appearing in any Content is under the age of majority in their state, country, or province of residence, the signature of a parent or legal guardian is required on each release.

6. Content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or obscene, or that otherwise contains inappropriate language, content or objectionable material, or any content that promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability sexual orientation or age may not be posted or made publicly available and Company may, in its sole and unfettered discretion require that you remove such Content.

7. Content must not contain any personally identifiable information (such as license plate numbers, personal names, e-mail addresses, or street addresses) of any person other than you. Should you include personally identifiable information about yourself in the Content, you acknowledge and agree that such information will be disclosed publicly and that you are solely responsible for any consequences thereof.

8. Content must not contain trademarks or other registered marks owned by others without written permission.

9. Content must not defame, misrepresent, or contain disparaging remarks about other people, companies, or products.

10. Content must not violate any law, rule or regulation, or the terms, conditions, guidelines and policies of any social media platform or service that Influencer uses in connection with the services provided by Influencer.

11. If a member of the media contacts you about a comment or content posting related to Client, requests Client information of any kind, or solicits you to make a comment related to the Client or your posting, please contact the Company immediately. Don't engage in any discussions or correspondence related to Client or your online post(s) with any members of the media without first consulting the Company.

12. If there is any doubt in your mind as to what information or content is appropriate to post, consult the Company or do not post the information or content.

EXHIBIT B

CONTENT PARTICIPANT RELEASE

In exchange for valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows:

I, the undersigned, understand that by appearing in the Content made by ___________________________ (the "Content"), I hereby give and grant to Obviously Social, LLC d/b/a Obviously ("Company") and its parents, subsidiaries, and affiliates and their respective licensees, successors, and assigns (collectively "Licensed Parties") the unrestricted right to exhibit and use my name and/or likeness in connection with the Content, including, but not limited to, the right to make screenshots, animations, and video clips available to the public for advertising, promotional, and publicity purposes in any medium, including, but not limited to, on the Internet, in-store television, and any other form of advertising, without additional compensation, and without limitation and in perpetuity.

I agree that no advertisement or other material need be submitted to me for any further approval.

Nothing in this Release will constitute any obligation on the Licensed Parties to make any use of any of the rights stated within.

Name:

Address:

City, State, Zip:

Phone Number:

Signature:

Date:

Signature of Parent

or Guardian, if minor: