Influencer Services Agreement

Last Updated: 09/04/2026

This Influencer Services Agreement (this "Agreement") is entered into by and between Minisocial.io Inc., a Delaware corporation ("Company"), and the individual content creator or influencer who opts in to a Campaign through the Company's online platform ("Creator"). Company and Creator are each referred to herein as a "Party" and collectively as the "Parties.

"The Company operates a fully managed user-generated content platform that connects brand clients (each, a "Client") with micro-influencer creators who produce licensed photo and video content. Each Client identified in an applicable Campaign Brief is an intended third-party beneficiary of this Agreement with respect to the Campaign Content, Deliverables, likeness rights, and intellectual property rights granted hereunder for such Client's Campaign, and shall have the right to enforce such rights directly.

This Agreement is effective as of the date on which Creator first creates an account on the Company Dashboard (the "Effective Date"). By creating an account, Creator acknowledges that Creator has read, understood, and agrees to be bound by the then-current version of this Agreement. Creator's acceptance through the Company Dashboard constitutes Creator's electronic signature and has the same legal effect, validity, and enforceability as a handwritten signature on a printed original. The then-current version of this Agreement shall govern each Campaign into which Creator opts, and Creator is responsible for reviewing the most current version prior to opting in to any Campaign.1.

Definitions
‍As used in this Agreement, the following terms shall have the meanings set forth below:
(a) "Campaign" means a specific content creation project initiated by a Client and managed by Company through the Company Dashboard.
(b) "Campaign Brief" means the document accessible through the Company Dashboard that specifies the Deliverables, Specifications, timelines, Compensation, and applicable Client for a Campaign.
(c) "Campaign Content" means all content produced by Creator in connection with a Campaign, including Posts, photographs, videos, text, and related materials.
(d) "Client" means the brand or advertiser identified in the applicable Campaign Brief for whom Campaign Content is created.
(e) "Client Marks" means the trademarks, service marks, logos, and trade names owned by or licensed to a Client.
(f) "Client Product" means any product or service provided by a Client to Creator in connection with a Campaign.
(g) "Company Dashboard" means Company's online platform through which Creator accesses Campaign Briefs and uploads Campaign Content.
(h) "Company Marks" means the trademarks, service marks, logos, and trade names owned by Company.
(i) "Compensation" means the payment or other consideration specified in the applicable Campaign Brief.
(j) "Damages" means all losses, liabilities, claims, demands, damages, costs, and expenses, including reasonable attorneys' fees.
(k) "Deliverables" means the specific content items required under a Campaign Brief.
(l) "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and all other intellectual property rights worldwide.
(m) "Posts" means social media posts published by Creator to Creator's personal social media accounts in connection with a Campaign.
(n) "Services" means all services performed by Creator under this Agreement, including creation and delivery of Campaign Content and publication of Posts.

‍2. Services
‍2.1 Scope. The terms of this Agreement, as in effect at the time Creator opts in to a Campaign, govern that Campaign. Creator shall provide Campaign Content as specified in the applicable Campaign Brief, accessible through Creator's Company Dashboard. Each Campaign Brief specifies Deliverables, content requirements, timelines, and the applicable Client.

2.2 Standards. Creator shall perform Services and provide Campaign Content in accordance with: (a) all creative, editorial, aesthetic, and technical requirements in the applicable Campaign Brief or otherwise communicated by Company or Client (the "Specifications"); and (b) all applicable laws, including Federal Trade Commission Guidelines on Endorsements and Testimonials.

2.3 Deadlines. Creator shall complete and deliver Campaign Content according to deadlines in the applicable Campaign Brief. Time is of the essence with respect to all deadlines.

2.4 Content Delivery. Creator shall upload all Campaign Content to the Company Dashboard in accordance with the timeline set forth in the applicable Campaign Brief, or if no timeline is specified, within a commercially reasonable time after such content is generated. Company has no obligation to accept any Campaign Content and may, in its sole discretion, reject Campaign Content that does not meet the Specifications.

2.5 Right to Monitor. Company and Client each reserve the right, but have no obligation, to monitor and review Campaign Content. Company or Client may require Creator to edit, remove, or take down Campaign Content that, in Company's or Client's sole discretion, is objectionable or violates this Agreement, the Campaign Brief, or Federal Trade Commission Guidelines on Endorsements and Testimonials.

2.6 No Disparaging Impact. Creator acknowledges that Company's and each Client's reputation is of the highest importance. Company may immediately terminate this Agreement if Creator becomes involved in any situation tending to bring Creator into public disrepute, contempt, scandal, or ridicule. Creator shall refrain from: (a) conduct that adversely affects or reflects on Company or Client; (b) derogatory statements about Company, Client, or their products; or (c) conduct that adversely affects the reputation of Company, Client, or Client's products. If Creator is uncertain whether any action or statement may violate this Section, Creator should contact Company for guidance before proceeding.

2.7 Independent Contractor. Creator's relationship to Company is that of an independent contractor. Creator has no authority to execute contracts or make commitments on behalf of Company or Client. Nothing in this Agreement creates an employer-employee, principal-agent, joint venture, or partnership relationship. Creator is not entitled to employee benefits. Creator shall indemnify Company for any claims related to Creator's independent contractor status.

2.8 Platform Availability. Company does not warrant that the Company Dashboard will be available on an uninterrupted, timely, secure, or error-free basis. Company shall not be liable for any delays, failures, or disruptions in platform availability, including scheduled or unscheduled maintenance, upgrades, or outages.

‍3. Compensation and Taxes
‍3.1 Compensation. In consideration for Creator's full and satisfactory performance of the Services, provision of all Campaign Content, and the grant of all rights under this Agreement, Creator shall receive the Compensation specified in the applicable Campaign Brief. Compensation constitutes full and complete payment for all Services, Campaign Content, licenses, assignments, waivers, fees, costs, and expenses incurred by Creator in connection with the applicable Campaign. For the avoidance of doubt, where a Campaign Brief specifies that Client Product or other non-monetary consideration constitutes the sole Compensation for a Campaign, no additional monetary payment shall be due to Creator. Company shall not be required to pay any amount in excess of the Compensation stated in the applicable Campaign Brief. No Compensation shall be due or payable unless and until Creator has fully performed all obligations under the applicable Campaign Brief to Company's satisfaction.

3.2 No Additional Fees. Creator acknowledges and agrees that no royalties, residuals, use fees, reuse fees, or other payments of any kind shall be due to Creator beyond the Compensation, regardless of the duration, frequency, or manner of use of the Campaign Content or Creator's likeness by Company or Client.

3.3 Taxes. Creator acknowledges that Company will not withhold any federal, state, or local income taxes, social security contributions, or other payroll taxes from Compensation. Creator is solely responsible for the timely payment of all taxes, contributions, penalties, and interest arising from Compensation and any other amounts paid under this Agreement. Creator shall indemnify and hold harmless Company from any liability, cost, or expense arising from Creator's failure to comply with applicable tax obligations.

‍4. Term and Termination
‍4.1 Term. This Agreement commences on the Effective Date and continues until all Campaigns opted into by Creator have been completed or terminated, unless earlier terminated in accordance with this Section 4 (the "Term").

4.2 Termination Without Cause. Company may terminate this Agreement at any time without cause upon written notice to Creator. Upon such termination, Creator shall be entitled to receive any Compensation earned but not yet paid as of the date of termination. Any Compensation paid to Creator in excess of the amount earned as of the termination date shall be immediately refunded to Company.

4.3 Termination for Cause. Either Party may terminate this Agreement: (a) upon ten (10) days' written notice to the other Party if such other Party materially breaches any provision of this Agreement and fails to cure such breach within the ten-day notice period; or (b) immediately upon written notice if the other Party becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of creditors. In the event of termination by Company for cause, Creator shall promptly refund to Company a pro rata portion of any Compensation received for the applicable Campaign, as determined by Company based on the proportion of Services not yet performed or Deliverables not yet delivered. If Compensation was provided solely in the form of goods (including Client Product), the refund obligation under this Section 4.3 shall not apply.

‍5. Content Ownership and Assignment

‍5.1 Assignment of Campaign Content. Creator acknowledges that Creator has no right, title, or interest in any Campaign Content created under this Agreement. Creator hereby irrevocably assigns to Company all right, title, and interest in and to all Campaign Content, including all Intellectual Property Rights therein, in perpetuity and throughout the world. Creator shall, at Company's request and expense, execute all documents and take all actions reasonably necessary to perfect, confirm, or enforce Company's rights in the Campaign Content. If Creator fails or refuses to cooperate, Creator hereby irrevocably appoints Company as Creator's agent and attorney-in-fact, coupled with an interest, with full power to execute such documents and take such actions on Creator's behalf.

5.2 Moral Rights Waiver. To the fullest extent permitted by applicable law, Creator irrevocably waives all moral rights (droit moral) and any analogous rights recognized in any jurisdiction worldwide in and to the Campaign Content. Creator shall not institute, support, or permit any action or claim alleging that Campaign Content, or any materials derived from it, constitutes an infringement of moral rights, defamation, invasion of privacy, or unauthorized modification.

5.3 Fallback License. To the extent any assignment under Section 5.1 is held unenforceable or otherwise ineffective, Creator hereby grants to Company a fully paid, royalty-free, perpetual, irrevocable, exclusive, worldwide license, with the right to sublicense through multiple tiers, to use, reproduce, publicly display, distribute, modify, create derivative works from, and otherwise exploit such Campaign Content in any media or format now known or hereafter developed. Company and Client shall each have the right to authorize third parties to exercise any of the rights granted under this Section 5.

‍6. Likeness Rights
‍6.1 Grant of Likeness Rights. Creator hereby grants to Company, for itself and for the benefit of Clients, a fully paid, royalty-free, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, publicly display, distribute, sublicense, modify, and otherwise exploit Creator's name, image, likeness, voice, performance, social media handles, nicknames, and biographical materials (collectively, "Likeness") in any media or format now known or hereafter developed, in connection with the Campaign Content, the applicable Campaign, or the promotion of Company or Client, without any requirement for additional permissions, compensation, or notice to Creator.

6.2 Ownership of Promotional Materials. All advertising, promotional, marketing, and publicity materials produced by or on behalf of Company or Client that incorporate Creator's Likeness shall be the sole and exclusive property of Company or the applicable Client, as the case may be. Creator shall have no right, title, or interest in any such materials and hereby waives, to the fullest extent permitted by applicable law, any moral rights or similar rights therein.

6.3 No Guild Obligations. Creator represents and warrants that Creator is not a member of any guild, union, or similar organization (including, without limitation, SAG-AFTRA or any equivalent body) that would impose payments, residuals, or other obligations on Company or Client in connection with the use of Creator's Likeness as contemplated under this Agreement. Creator shall immediately notify Company in writing if this status changes at any time during the Term or thereafter.

‍7. Content Standards and Restrictions
‍7.1 Originality and Third-Party IP. All Campaign Content must be completely original and free of any third-party intellectual property, including musical compositions, artwork, voiceover tracks, sound recordings, and any other third-party material. Creator represents and warrants that Campaign Content does not and will not infringe any patents, copyrights, trademarks, trade secrets, or other intellectual property rights, or violate the right of privacy, publicity, or other rights of any third party.

7.2 Prohibition on Generative AI. Unless the applicable Campaign Brief expressly permits the use of generative artificial intelligence tools, Creator shall not use any AI-generated content (including text, images, audio, or video produced by generative AI tools) in any Campaign Content. Any Campaign Content found to contain unauthorized AI-generated material shall be deemed non-conforming and may be rejected by Company without Compensation.

7.3 Content Restrictions. Campaign Content shall not: (a) be false, defamatory, inaccurate, libelous, abusive, vulgar, hateful, harassing, threatening, obscene, offensive, or contain disparaging remarks about other people or companies; (b) endorse any form of hate or hate group; (c) be profane, pornographic, sexually explicit, or sexually suggestive; (d) be unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional, or age group; (e) unless specifically approved by Company in the applicable Campaign Brief, promote alcohol, drugs, tobacco, firearms, weapons, or the use of any of the foregoing; (f) promote activities that may be construed as unsafe or dangerous; (g) violate any applicable law; or (h) unless specifically approved by Company, promote any particular political agenda or message.

7.4 Testimonials. All testimonials or similar statements by Creator shall be expressions of Creator's personal experience and genuine belief and shall remain valid unless Creator advises Company in writing otherwise.

7.5 FTC Compliance. Creator shall comply with all applicable Federal Trade Commission Guidelines on Endorsements and Testimonials, including proper disclosure of the material connection between Creator and Client in all Campaign Content posted to Creator's social media accounts.

‍8. Client and Company Intellectual Property
‍8.1 Client Marks. Creator acknowledges and agrees that all Client Marks and any materials provided by or on behalf of a Client in connection with a Campaign are and shall remain the exclusive property of the applicable Client. Creator shall not claim any right, title, or interest in any Client Marks. Creator shall not alter, modify, or create derivative works of any Client Marks. Creator shall not use any Client Marks for any purpose other than as expressly authorized in the applicable Campaign Brief or as otherwise approved in advance in writing by Company or Client. Upon expiration or termination of this Agreement, or upon request by Company or Client, Creator shall immediately cease all use of Client Marks and return or destroy any materials containing Client Marks.

8.2 Company Marks. Creator acknowledges and agrees that all Company Marks and any materials provided by or on behalf of Company are and shall remain the exclusive property of Company. Creator shall not claim any right, title, or interest in any Company Marks. Creator shall not alter, modify, or create derivative works of any Company Marks. Creator shall not use any Company Marks for any purpose without the prior written approval of Company. Upon expiration or termination of this Agreement, or upon request by Company, Creator shall immediately cease all use of Company Marks and return or destroy any materials containing Company Marks.

8.3 No License Implied. Nothing in this Agreement grants Creator any license or right to use Client Marks or Company Marks except as expressly set forth herein or in the applicable Campaign Brief. All goodwill arising from Creator's authorized use of Client Marks or Company Marks shall inure solely to the benefit of the applicable Client or Company, respectively.

‍9. Confidentiality
‍9.1 Definition. "Confidential Information" means all information and materials furnished by or on behalf of Company or Client to Creator, or otherwise arising from or in connection with the Services, that is not generally known to the public. Confidential Information includes, without limitation, Campaign Briefs, Client identity, business strategies, pricing, and any non-public terms of this Agreement, except to the extent disclosure is required by applicable law, including Federal Trade Commission guidelines requiring disclosure of material connections between Creator and Client.

9.2 Non-Disclosure. Creator shall not disclose, communicate, or use Confidential Information for any purpose other than performing the Services, either during or after the Term. Creator shall not issue or authorize publication of any news story, press release, or publicity relating to the Services or rights under this Agreement without prior written approval from Company or Client.

9.3 Compelled Disclosure. If Creator is legally compelled to disclose Confidential Information, Creator shall provide Company with prompt written notice and shall not divulge such information until Company has had a reasonable opportunity to seek a protective order or other appropriate remedy. If such efforts are unsuccessful, Creator shall disclose only the minimum information legally required.

9.4 Whistleblower Protection. Pursuant to 18 U.S.C. Section 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret made (a) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

‍10. Non-Solicitation
‍10.1 Non-Solicitation. During the Term and for one (1) year following expiration or termination of this Agreement, Creator shall not, directly or indirectly, solicit or attempt to solicit any Client, any other creator engaged by Company, or any other third party in a contractual relationship with Company, or otherwise attempt to interfere with any of Company's business relationships.

‍11. Indemnification; Product Liability Release
‍11.1 Creator Indemnification. Creator shall indemnify, defend, and hold harmless Company, Client, and their respective officers, directors, employees, and agents (each, an "Indemnified Party") from and against any and all Damages arising out of or related to: (a) any breach of this Agreement by Creator, including any breach of Creator's representations or warranties; (b) Creator's Services or Campaign Content, including any claim that Campaign Content infringes, misappropriates, or otherwise violates any third party's Intellectual Property Rights, right of privacy, right of publicity, or other rights; (c) Creator's use of generative AI tools in Campaign Content except where expressly permitted in the applicable Campaign Brief; (d) any claim that Creator is an employee of Company or Client, or any claim relating to Creator's independent contractor status, including claims for wages, benefits, taxes, or penalties; or (e) Creator's negligence or willful misconduct in connection with the Services or this Agreement.

11.2 Defense and Settlement. Company or Client may, at its election and in its sole discretion, assume the exclusive defense, settlement, or resolution of any claim for which indemnification is sought under this Section 11, at Creator's cost and expense. Creator shall cooperate fully with the Indemnified Party in the defense of any such claim. Creator shall not settle any claim without the prior written consent of Company.

11.3 Product Liability Release. Creator acknowledges that Company is not the manufacturer, distributor, or seller of any Client Product. Creator hereby releases and waives any and all claims against Company and its officers, directors, employees, and agents arising out of or related to Creator’s receipt, use, or consumption of any Client Product, including claims for personal injury, illness, death, or property damage. This release does not apply to claims arising from Company’s own gross negligence or willful misconduct.

‍12. Limitation of Liability
‍12.1 Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY TO CREATOR ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE COMPENSATION ACTUALLY PAID OR PAYABLE TO CREATOR UNDER THE APPLICABLE CAMPAIGN BRIEF GIVING RISE TO THE CLAIM.

12.2 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO CREATOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES TO, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

12.3 Exceptions. The limitations and exclusions set forth in this Section 12 shall not apply to Company's obligation to pay Compensation due and owing under this Agreement.

12.4 Basis of the Bargain. Creator acknowledges that Company has set its pricing and entered into this Agreement in reliance upon the limitations of liability and disclaimers of damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability set forth in this Section 12 shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

‍13. Data Privacy
‍13.1 Consent to Data Sharing. Creator acknowledges and consents to Company sharing Creator's personal information, including name, email address, social media handle, mailing address, phone number, and other information provided through the Company Dashboard, with Clients as necessary to facilitate Client Product fulfillment and Campaign execution. Creator represents that any personal information provided to Company is accurate and current.

13.2 Privacy Policy. Company will process Creator's personal data in accordance with its Privacy Policy, as updated from time to time and available on Company's website. By opting in to a Campaign, Creator acknowledges that Creator has reviewed and agrees to Company's then-current Privacy Policy, which is incorporated herein by reference.

13.3 Compliance with Applicable Laws. Each Party shall comply with all applicable data protection and privacy laws, rules, and regulations in connection with personal data collected, processed, stored, or transferred under this Agreement, including any applicable state consumer privacy laws.

13.4 Data Retention. Company may retain Creator's personal information for as long as reasonably necessary to fulfill the purposes described in this Agreement, to comply with legal obligations, to resolve disputes, and to enforce this Agreement, even after expiration or termination of this Agreement.

‍14. General Provisions
‍14.1 Third-Party Beneficiary. Each Client identified in an applicable Campaign Brief is an intended third-party beneficiary of this Agreement with respect to the Campaign Content, Deliverables, likeness rights, and intellectual property rights granted hereunder for such Client’s Campaign, and shall have the right to enforce such rights directly.

14.2 Services Unique. The Parties acknowledge that the Services and rights granted hereunder are of a special, unique, and extraordinary character, and that Creator's failure to perform would cause irreparable harm to Company and Client. Company shall be entitled to seek injunctive relief to prevent such failure.

14.3 Assignment. Creator may not assign this Agreement or delegate any duties without Company's prior written consent. Any purported assignment or delegation without consent shall be null and void.

14.4 Survival. The following provisions shall survive any expiration or termination of this Agreement: Section 5 (Content Ownership and Assignment), Section 6 (Likeness Rights), Section 7 (Content Standards and Restrictions), Section 8 (Client and Company Intellectual Property), Section 9 (Confidentiality), Section 10 (Non-Solicitation), Section 11 (Indemnification; Product Liability Release), Section 12 (Limitation of Liability), Section 13 (Data Privacy), and this Section 14 (General Provisions).

14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflicts of laws principles.

14.6 Dispute Resolution and Venue. Any dispute arising out of or relating to this Agreement shall be brought exclusively in state or federal courts sitting in Franklin County, Ohio. Each Party consents to personal jurisdiction in such courts and waives any claim that such forum is inconvenient.

14.7 Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14.8 Prevailing Party. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

14.9 Equitable Relief. Each Party acknowledges that a breach of Section 9 (Confidentiality) or Section 10 (Non-Solicitation) may cause irreparable harm for which monetary damages would be an inadequate remedy. In the event of any such breach or threatened breach, Company and Client shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond, in addition to any other remedies available at law or in equity.

14.10 Severability. If any provision of this Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall continue in full force and effect.

14.11 Entire Agreement. This Agreement, together with the applicable Campaign Briefs, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and representations.

14.12 Amendment. This Agreement may not be amended except in writing by both Parties; provided, however, that Company may update this Agreement by posting the revised version on its website. The then-current version of this Agreement shall apply to each Campaign opted into by Creator after the date of such update.

14.13 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, or governmental actions.

14.14 Notices. Company may send updates and newsletters to Creator. Creator may opt out at any time by clicking unsubscribe or emailing howdy@minisocial.com.

14.15 Acceptance. By creating an account on the Company Dashboard or opting in to a Campaign, Creator agrees to be bound by the then-current version of this Agreement. Prior to opting in to any subsequent Campaign, Creator should review the most current version on Company's website. The electronic version of this Agreement shall have the same legal effect, validity, and enforceability as a printed original bearing handwritten signatures.