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4Labs Terms & Conditions: Influencer Campaign

Last updated: 8/26/24

TERMS AND CONDITIONS

These Terms and Conditions (“Standard Terms”) and this Insertion Order (“IO”) (collectively, the “Agreement”) is made by and between 4Labs Digital Media, Inc. (“4Labs”) and the Client set forth above, as of the last date signed by the parties (the “Effective Date”).

CONTENT. Client shall produce content (“Content”) promoting the Brand in connection with the Campaign and 4Labs shall publish such Content on the Channels listed above (collectively, the “Services”).

INFLUENCER TERMS. If Client utilizes an influencer (“Influencer”) to produce the Content, then Client shall provide guidelines, instructions, scripts, caption copy, and/or talking points. Any transient posts (including but not limited to Instagram Stories) will live for twenty-four (24) hours. 4Labs shall make commercially reasonable efforts to obtain analytics from Influencer social media posts within twenty-four (24) hours following initial publication of the Content and provide the same to Client, when applicable. Client agrees to provide required disclosures in its provided caption copy for publication with the Content. Client agrees that such caption copy will comply with all applicable laws, including but not limited to, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising.

PAYMENT. Client acknowledges that placement of the Content by 4Labs is subject to payment of the Rate in advance of publication, unless otherwise specified.

TERM AND TERMINATION. The term of this Agreement will commence on the Campaign Start Date and conclude thirty (30) days following the last Posting Date (“Term”), unless otherwise terminated pursuant to this Agreement.

FORCE MAJEURE. If 4Labs is prevented from or interfered with in any manner whatsoever in fully performing the Services, by reason of act of God, earthquake, flood, fire, epidemic or pandemic (including COVID-19), accident, explosion, casualty, labor controversy (including but not limited to threatened or actual lockout, boycott or strike), injury, riot, civil disturbance, war or armed conflict, delay of a common carrier, or by reason of any other cause beyond 4Labs’s control, then the Services will be rescheduled to the next mutually agreed upon date(s).

REPRESENTATIONS & WARRANTIES. 4Labs represents and warrants to Client that it has full power, right and authority to enter into this Agreement. Client represents and warrants to 4Labs that (a) it has full power, right and authority to enter into this Agreement, (b) the Content is original, and will not knowingly infringe or misappropriate any intellectual property rights or other rights of any third party; and (c) it will not engage in any act or omission that might bring 4Labs into public scandal or disrepute, nor will it otherwise disparage 4Labs.

INDEMNIFICATION. Client shall indemnify and hold harmless 4Labs, its officers, directors, employees, business partners, agents and assigns, from and against all damages, liabilities, losses, costs and expenses (including attorneys’ fees) relating to any claim, action, suit or proceeding brought by a third party based on (a) any breach by Client of any term of this Agreement; (b) any claims related to the Content or Brand’s authorized use of the Content in accordance with this Agreement; and (c) Client’s violation of social media disclosure requirements in Influencer caption copy.

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S ENTIRE LIABILITY TO THE OTHER HEREUNDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO 4LABS UNDER THIS AGREEMENT IN THE THREE (3) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

GOVERNING LAW; ARBITRATION. This Agreement shall be governed by the laws of the State of New York, without regard to conflicts of laws provisions thereof. Any claims or disputes arising between the parties out of this Agreement shall be resolved by binding arbitration in New York County, New York in accordance with the Rules of Procedure for the American Arbitration Association (“AAA”), and any award therefrom shall be rendered by the arbitrator as a judgment in any court having competent jurisdiction. Any arbitration proceeding shall be held before a single neutral arbitrator mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the AAA, and shall have experience in the entertainment or advertising industry.

GENERAL. Each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other. No party shall have any right to obligate or bind any other party. Brand is an intended third-party beneficiary of this Agreement. All legal notices under the terms of this Agreement shall be in writing, sent to the address set forth in the IO, and in accordance with this Section. All notices in connection with this Agreement shall be deemed given (a) when personally delivered; (b) three (3) days after being sent by the United States of America mail, postage prepaid, certified or registered, return receipt requested; (c) one (1) day after being sent by a reputable overnight delivery service; or (d) immediately after being sent by electronic mail upon request and receipt of the successful delivery notification. Should any provision of this Agreement be held to be void, invalid, inoperative or unenforceable by an adjudicator of competent jurisdiction, such provision shall be curtailed, limited or eliminated only to the minimum extent necessary to permit such provision to be held valid and enforceable, and all other terms of this Agreement shall remain in full force and effect. Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other. This Agreement inures to the benefit of and shall be binding on the parties permitted assignees, transferees and successors. This Agreement shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party. This Agreement contains the entire understanding and agreement between the parties hereto. No additions, changes or modifications shall be binding unless reduced to writing and signed by the parties. This Agreement may be signed in counterparts, including by facsimile or electronic copy, each of which will be deemed an original, and all such counterparts together constituting one and the same Agreement.

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