Creator Terms and Conditions

Term, Termination and Survival. The term of the Agreement will begin on the Effective Date and expire upon Creator’s satisfactory completion of all obligations (including the Post Duration requirement) under the Creator Agreement (“Term”). Captiv8 has the right to immediately terminate the Agreement at any time upon written notice to Creator (email to suffice). In the event Captiv8 terminates the Agreement without cause, Creator will be paid a pro-rata portion of the Fee for the commercial value to Brand for any posts satisfactorily published prior to the date of termination. Additionally, without limiting any of Captiv8’s other rights or remedies, Captiv8 shall have the right to immediately terminate the Agreement for Cause at any time upon written notice to Creator (email to suffice). As used herein, the term “Cause” means Creator’s breach of Sections 5 (Laws and Disclosures), 6 (Representations and Warranties), 12 (Confidentiality), 13 (Non-Disparagement), and/or 14 (Platform Ban); the failure or refusal by Creator to perform its obligations hereunder including, but not limited to, failure or refusal to incorporate all feedback as required under the Creator Agreement; the commission by Creator of any act of fraud, dishonesty or willful misconduct in connection with the Campaign, the Agreement, Captiv8, Brand and/or each of their Related Parties (as defined in Section 13 below); Creator’s negligence or willful misconduct in the performance of Creator’s duties under the Agreement; and/or any change in Creator’s persona that materially impacts the look and feel of the Campaign in Captiv8’s sole reasonable discretion. In the event Captiv8 terminates with cause, Creator will not be paid. Finally, Creator may terminate the Agreement as a result of an uncured material breach by Captiv8. No termination for Captiv8’s uncured material breach will be effective unless: a) Creator provides Captiv8 with written notice of the alleged breach and its intent to terminate; and b) Captiv8 does not cure the material breach within fifteen (15) business days of the notice from Creator. Sections 3 (Ownership and Use of Content), 5 (Laws and Disclosures), 6 (Representations and Warranties), 10 (Indemnification), 12 (Confidentiality), 13 (Non-Disparagement), 16 (Limitation of Liability), 17 (Governing Law and Injunctive Relief) and 18 (Miscellaneous), along with any terms which by their nature should survive the earlier expiration or termination of the Agreement shall survive such expiration or termination.

Services. Creator agrees to render the services specified in the Creator Agreement, including without limitation, producing and/or appearing in the Content. Creator will perform the services in a diligent, timely, and professional manner, complying with all terms and conditions in the Agreement. Creator acknowledges and agrees that time is of the essence with regard to Creator’s delivery of the Content and/or any other deliverables specified within the Creator Agreement, in a form satisfactory to Captiv8, on the delivery dates specified by Captiv8. In the event that Creator fails to adhere to these requirements, Captiv8 may, in its sole discretion, reduce the Creator Fee with such reduced Fee to be communicated to Creator by Captiv8 in writing (email shall suffice) or terminate this Agreement for Cause. Creator will submit Content that does not feature any brand, logo or third-party intellectual property other than Brand’s, and Creator will not monetize the Content in any way (other than Creator’s receipt of the Fee). Creator will not (whether directly or indirectly by Creator or Creator’s representatives) boost or put any kind of paid support behind the Content. To the extent not specified in the Creator Agreement, Creator will render her or his services hereunder at times and places as will be designated by Captiv8 in its good-faith discretion and otherwise in accordance with Captiv8’s instructions. Creator acknowledges that publication of the Content will be subject to Captiv8 l’s and Brand’s prior written approval and Creator agrees to not publish any Content related to the Campaign without Captiv8’s prior written approval. Neither Captiv8 nor Brand will be under any obligation to cause or allow the Content to be published, promoted or used in any way. Captiv8 or Brand may fully reject any Content, whether in whole or in part, and the only obligation of Captiv8 to Creator following any such final rejection will be payment to Creator of a pro-rata portion of the Fee based on the commercial value to Brand for any posts satisfactorily published prior to the date of termination. Additionally, Captiv8 reserves the right to reduce payment for these services up to and including 100% of the amounts otherwise due if Captiv8 determines in good faith, using its own proprietary technology and/or that of its data partners, that there are any likes, views, follows or other engagement purchased at any time during the Campaign (whether directly or indirectly by Creator or Creator’s representatives).

Ownership and Use of Content. Unless specified otherwise in the Creator Agreement, Creator shall exclusively and in perpetuity, throughout the universe, in all languages, formats and media now known or hereafter devised, own and retain all right, title and interest in and to any Content he or she creates or furnishes for the Campaign, except to the extent the Content contains the intellectual property of Brand, Captiv8 or any third party. Notwithstanding the foregoing, Creator may not use, reproduce, repurpose or in any way exploit the Content for any purpose other than in furtherance of Creator’s obligations under the Agreement. Creator must immediately remove from publication any and all Content that Captiv8 may request in good faith at any time, for any reason.

Creator Name and Likeness. Creator hereby grants Brand and Captiv8 the right to use Creator’s name, actual or simulated voice, persona, appearance, signature, photograph, portrayal, characteristics, biographical material, image, and/or simulated likeness (including, without limitation, all related assumed or fictitious names previously and/or hereafter used) (collectively, “Likeness”), in connection with the use, exploitation, publicity and promotion of the Content as provided for in the Agreement and/or as otherwise in connection with the Campaign. Additionally, Brand, Captiv8 and/or each of their Related Parties (as defined in Section 13 below) shall have the perpetual, irrevocable, worldwide and nonexclusive right to use the Content and Creator’s Likeness as embodied in the Content for non-public corporate, archival, historical, or other internal purposes, as well as for presentations, industry awards, and publicity related thereto. Creator hereby waives any so-called moral rights or “droits moral” Creator may have in Creator’s Likeness.

Laws and Disclosures. Creator must adhere to all applicable laws, rules and regulations relating to the performance of Creator’s obligations under the Agreement and the creation and use of the Content, including without limitation, all copyright, trademark and privacy laws (all of the foregoing, collectively, the “Laws”). Additionally, Creator is required at all times to: a) adhere to all applicable rules and regulations relating to disclosure of Creator’s relationship with the Brand, including, at a minimum, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and any other disclosure obligations specified in the Creator Agreement; b) immediately adhere to all reasonable instructions from Captiv8 related to disclosures, captions and/or the Content; and c) be truthful and accurate in all public statements regarding the Brand (collectively, the “Rules”).

Representations and Warranties. Creator represents and warrants that: a) she or he has the right to undertake the obligations and grant the rights in the Agreement, free and clear of any lien, encumbrance, claim or the need to obtain consent from or make payment to any third party; b) the Agreement does not conflict with any other agreement or with any competing or conflicting rights of a third party; c) she or he will render services hereunder in accordance with industry standards and practices and will at all times comply with the Laws and the Rules; d) no Content or other materials delivered or otherwise furnished by Creator hereunder, including without limitation, each name or sobriquet used by Creator, all graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts, and all other dramatic, artistic, literary, and musical materials, ideas and other intellectual properties furnished or selected by Creator or any third party engaged by Creator, and contained in or used in connection with the Content or the distribution, advertising, publicizing or other use or exploitation thereof, will infringe the rights of any third party; e) no Content or materials created or furnished by Creator hereunder will be libelous, slanderous, false or misleading in any way; f) she or he shall be solely responsible for and shall timely pay any and all taxes payable in connection with any and all sums payable to Creator or on their behalf hereunder; g) she or he shall not engage any third party to render services in connection with the Content without Captiv8’s prior written consent, and in the event that any third party does render services in connection with the Content, Creator shall be solely responsible for any and all sums payable to such third party and for securing any and all consents, releases and/or approvals required for Captiv8 and Brand to Share the Content as contemplated in the Agreement; h) that she or he has not used any artificial intelligence or other tools to assist in content creation, including but not limited to generative AI and CapCut, in any part of providing the services outlined in the Agreement, i) that, in the event the Campaign publishes to Twitter, Creator will not use or withdraw any amounts deposited by Captiv8 in a Twitter funding source within Creator’s handle and will keep any information related to such funds confidential in accordance with Section 12, below; j) Creator is over the age of 18 unless otherwise expressly set forth in the Creator Agreement; and k) Creator resides in the United States.

Platform Music Libraries. Without limiting Creator’s representations, warranties and obligations herein, Creator represents and warrants that, when utilizing music, sounds or other audio contained in a stock library of any platform set forth in the Creator Agreement, Creator has and will only use music, sounds or other audio found in a “commercial library” which is clearly and unequivocally designated for use in connection with brand campaigns and other commercial uses. Creator further agrees to comply with all terms, conditions, and restrictions (and notify Captiv8 of the same) applicable to the use of music, sounds or other audio from such commercial library.

Artificial Intelligence. Without limiting Creator’s representations, warranties and obligations herein, Creator covenants, represents and warrants that:

Without limiting any of the foregoing, Lender and Influencer are fully responsible for any AI-Generated Work in the same way they would be in providing any other aspect of the services or Content, and all intellectual property, privacy and data-related restrictions and provisions apply to AI-Generated Work as they would apply to any other aspect of the services or Content. As used herein:

“Artificial Intelligence” or “AI” means the use of machine learning technology, or any similar automated computational application of rules, patterns or systems, to simulate human intelligence processes or outputs by artificial means.

“AI-Generated Work” means any tangible or intangible materials generated through, or incorporating the outputs of, Artificial Intelligence in any way. Such materials include, but are not limited to, visual or audio expressions, software, algorithms, code, data, copy, text, or physical products.

Collegiate Athletes. Without limiting Creator’s representations, warranties and obligations herein, Creator represents and warrants that Creator is and shall remain in compliance with all applicable rules, regulations and requirements of Creator’s educational institution, conference or other governing body (including, but not limited to, the NCAA and the Collegiate Sports Commission). Without limiting the foregoing, Creator shall report and obtain approval for all agreements relating to the use of Creator’s name, image and/or likeness to the applicable governing body (including, as applicable, through the NIL Go platform) where required to do so. Creator further agrees to notify Captiv8 in writing once Creator has obtained any required approvals and acknowledges that Captiv8 shall have no obligations of any kind to Creator unless and until Creator has provide written notice of such approvals to Captiv8 in the form and manner directed by Captiv8.

Indemnification. Creator agrees to indemnify and hold harmless Captiv8, its clients, affiliates, subsidiaries, shareholders, officers, directors, agents, contractors, representatives and employees from and against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys’ fees) and expenses (collectively, “Losses”) arising from or in connection with: a) Creator’s performance or non-performance of its obligations hereunder; b) any breach or alleged breach by Creator of any of its representations and warranties; c) Creator’s negligence or willful misconduct; and d) any obligations imposed by law on Captiv8 or Brand to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payments made to Creator hereunder. For the sake of clarity, Captiv8 shall have sole control over the defense and resolution of any claim made against it and Creator will not engage in the discussion, negotiation, prosecution or settlement of any such claim without the prior written consent of Captiv8. Captiv8 agrees to indemnify and hold harmless Creator from and against any Losses arising from or in connection with its gross negligence or willful misconduct. The indemnified Party shall promptly notify the indemnifying Party of any claim covered in this section it becomes aware of.

Payment. Captiv8 utilizes a third-party payment processor (the “Processor”) to make all payments to Creator under the Agreement. Captiv8 will send an invite to the email provided in the Creator Agreement to register with Processor. In order to receive payment, the sign-up process must be accurately completed, including verification of payment information (such as but not limited to a Social Security or Tax Identification Number and W-9 or W-8 form, as applicable). Registration is only required one time and the login credentials may be used for future payments. Processor will require an invoice to be uploaded for payment. Provided the invoicing process has been completed properly, unless otherwise specified in the Creator Agreement, Creator will be paid within sixty (60) days of having published the last piece of approved Content. In the event that Creator does not complete its obligations under the Agreement or Creator has removed any Content prior to the end of the of the Post Duration, the Fee will be reduced to reflect the commercial value to Brand for any posts satisfactorily published. No payments will be made until Captiv8 is in receipt of all required tax documents (i.e., W-9 matching the payment information). The obligations under this Section 11 are the full and complete payment obligations to Creator for its services under the Agreement. Any questions regarding payment should be directed to ACCOUNTSPAYABLE@INFLUENTIAL.CO.

Confidentiality. Neither Party will use the other Party’s Confidential Information (as defined below) at any time other than as expressly provided in the Agreement, and each receiving Party will: a) hold the Confidential Information of the other in strict confidence, b) not disclose such information to any third parties or use any such information for any purposes whatsoever other than its fulfillment of its obligations under the Agreement, and c) employ all reasonable steps to protect the disclosing Party’s Confidential Information from unauthorized or inadvertent disclosure, including at a minimum those steps that it takes to protect its own proprietary information. Any and all confidential and/or proprietary knowledge, data, or information related to Captiv8 or to Brand including, without limitation, research, idea submissions, product concepts or other information regarding either party’s plans or services, including about other creators, products, agents, customer lists and customers, software, processes, technology, designs, plans, drawings, marketing, finances, the terms of the Agreement and any other business discussions, negotiations or agreements between the Parties will be considered “Confidential Information”. Additionally, the Fee will be considered the Confidential Information of both Parties and Creator’s personal information will be considered Confidential Information of Creator. Confidential Information does not include information that: (i) was in the public domain at the time it was communicated; (ii) entered the public domain through no fault of either Party; (iii) is generally known in the trade or industry and was not gained by breach of this Section 12; or (iv) was developed by either Party independently of and without reference to any Confidential Information communicated by the other Party. The receiving Party may disclose the other Party’s Confidential Information only to its employees and/or representatives having a need to know and only to the extent necessary to enable the Parties to adequately perform their respective responsibilities to each other and the receiving Party shall be responsible for the individual compliance with and any breach of the terms hereof by all such persons. No copies of any Confidential Information may be made by a receiving Party except as necessary to perform its obligations pursuant to this Agreement. Notwithstanding the foregoing, it is agreed that neither Party shall be in breach of this Section 12 with respect to any disclosure of the other Party’s Confidential Information necessarily made, in the opinion of such Party’s counsel, in order to comply with any applicable laws, rules, regulations, and regulatory guidelines, investigation, procedure or mandate (to the extent so required), or which is undertaken to enforce its rights or defend any claim made which is dependent upon the use or disclosure of Confidential Information.

Non-Disparagement. Creator agrees that before the Term, during the Term and for no less than one (1) year following the Term, Creator has not and will not: (i) make any statement that is reasonably seen by Captiv8 or Brand as publicly critical or disparaging of Captiv8, Brand, or either of their parents, subsidiaries, affiliates, advertisers, directors, officers, employees, agents, representatives, sponsors or brands (collectively “Related Parties”); and/or (ii) commit any act which brings Captiv8, Brand or their Related Parties into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community to which Brand’s advertising materials are directed, or which materially harms Captiv8, Brand, or their Related Parties and/or any of their products or services.

Platform Ban. In the event that any platform set forth in the Creator Agreement is banned, unavailable or inaccessible for any reason not resulting from Creator’s acts or omissions, Creator shall be required, as determined by Captiv8 in its sole discretion, to either (a) publish the Content on an alternate social media platform with a comparable number of followers (“Secondary Platform”) designated by Captiv8 and ensure that the Content (i) complies with all relevant terms and conditions for publication on that Secondary Platform; and (ii) shall be compatible for publication on the Secondary Platform (including by making all necessary alterations to the Content where appropriate); or (b) deliver to Captiv8 the Content in a file and format requested by Captiv8 in its sole discretion to enable Brand to post such Content on its owned and operated social accounts on alternative platforms.. Nothing in this Section shall affect any other provisions of the Agreement and Captiv8 shall not be obliged to pay, and Creator shall not be entitled to receive, any additional compensation to that originally specified in the Creator Agreement.

Privacy. At all times Creator’s information will be treated in accordance with Captiv8’s Privacy Policy which is incorporated herein by this reference and can be viewed at https://captiv8.io/policy/ and the Creator hereby agrees to the terms set forth therein.

Limitation of Liability. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, GOODWILL OR REPUTATION. EXCEPT FOR EITHER PARTY’S OBLIGATIONS ARISING UNDER SECTION 10 (“INDEMNIFICATION”), IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE FEE LISTED IN THE CREATOR AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT.

Governing Law and Injunctive Relief. The Agreement and its validity, interpretation, and legal effect will be governed by the laws of the State of New York applicable to contracts entered into and performed entirely within the State of New York without regard to any conflict of laws principles. Creator acknowledges and agrees that there can be no adequate remedy at law for a breach or threatened breach of Sections 12 (Confidentiality) and/or 13 (Non-Disparagement) of the Agreement, and such breach will result in irreparable harm to Captiv8 and/or Brand. Captiv8 shall therefore be entitled to seek injunctive and other equitable relief in a court of competent jurisdiction sitting in New York County, New York, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding. Without limiting the foregoing, the Parties agree to submit any dispute, other than for breach of Sections 12 (Confidentiality) and/or 13 (Non-Disparagement), over the interpretation or application of the terms and conditions of the Agreement to binding arbitration under the rules and procedures of JAMS, to be held in New York County, New York. The cost of such arbitration shall be shared equally by the Parties; however, the prevailing Party’s attorney’s fees may be included in any award by the arbitrator. The arbitrator’s decision will be final and the arbitrator will have no power to add to, subtract from, or modify the Agreement.

Miscellaneous. a) The Parties acknowledge and understand that as between Creator on one hand and Captiv8 and Brand on the other, that Creator is acting in all respects as an independent contractor. Execution of the Agreement will not create nor be construed to create an employee/employer, joint venture or any other relationship between Creator and Captiv8 or Creator and Brand; b) Creator may not assign the Agreement in whole or in part to any third party without Captiv8’s prior written consent and any purported assignment made without such consent will be void ab initio; c) all of the terms, provisions and conditions of the Agreement will be binding upon and inure to the benefit of the Parties hereto and all successors to such Parties’ respective interests; d) any waiver, express or implied, by either Party of any breach of the Agreement by the other Party will not waive any subsequent breach by such Party of the same or a different kind; e) if any provision of the Agreement is held to be invalid or inoperative to any extent, it is agreed and understood that the invalidity will not invalidate the whole Agreement, but the Agreement will be construed so as not to contain the provision considered invalid or inoperative; f) the Agreement contains the entire understanding of the Parties relating to the subject matter, superseding any prior or contemporaneous negotiations, discussions or agreements, and cannot be changed, except by a writing signed by authorized representatives of the Parties; g) the Parties intend the Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted; h) all notices, requests and other communications to Captiv8 under the Agreement will be in writing and shall be deemed effective on the business day received by Captiv8; i) this Agreement may be amended at any time at Captiv8’s sole discretion.

CONTENT DELIVERABLES REQUIREMENTS

CONTENT REVISIONS REQUIREMENTS

CAMPAIGN REQUIREMENTS

ACCESS REQUIREMENTS

METRICS REPORTING