A legal disclaimer

These Keymik™ Influencer/creator Terms and Conditions (the “Terms and Conditions” or “Terms”) are entered into as of the Effective Date specified in the applicable Scope of Work (“SOW”) executed by and between the influencer identified therein (the “Influencer”) and Keymik™, Inc., with its principal place of business at 3379 Peachtree Rd, Atlanta, GA 30326 (the “Company”). The Influencer and the Company may be referred to individually as a “Party” or collectively as the “Parties.” As used herein, the term “Agreement” refers to the Influencer Agreement entered into by the Parties, together with the SOW and these Terms, which are incorporated into the Influencer Agreement by reference.

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Acceptance of Terms

By accepting or executing a Scope of Work, Order Form, or any related addendum that references this Agreement, you expressly agree to be bound by and strictly comply with all terms set forth herein. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms and Conditions.

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Services and Scope(s) of Work

Keymik™ seeks to engage the Influencer to provide certain social media marketing and related services (the “Services”). These Services will be outlined in one or more Scope(s) of Work (“SOW”). The Influencer agrees to perform the Services in accordance with these Terms, the Influencer Agreement, and the applicable SOW.

Each SOW, substantially in the form attached as Exhibit A to the Influencer Agreement, shall specify:

• (a) The specific Services to be performed by the Influencer
• (b) The scope, duration, and reach of each media campaign (each, a “Campaign”)
• (c) The Advertiser’s Social Media Channels or other media platforms to be used for the Campaign
• (d) Any Content (as defined below) to be created by the Influencer
• (e) A schedule and timeline for the Influencer’s performance of the Services and Campaign
• (f) Minimum and/or maximum durations for posts to remain live, as well as limitations on other posts made on the same channels
• (g) Any additional terms mutually agreed upon by the Parties

Any document executed by the Parties that outlines the details of a Campaign shall be deemed an SOW for the purposes of the Influencer Agreement and these Terms, regardless of whether it is titled “Insertion Order,” “IO,” or otherwise.

For the purposes of this Agreement, “Social Media Channels” include, but are not limited to: Meta (Facebook/Instagram), Twitter, Tumblr, YouTube, Pinterest, Google, and TikTok.

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Development and Approval of Content

Initial Development and Approval The Influencer shall submit all elements of any content, materials, videos, photographs, and similar creative works produced, developed, or created—whether in whole or in part—under the Influencer Agreement (collectively, the “Content”), including any associated captions or post text, to Keymik™ for written approval by the Advertiser prior to publication. Approval may be granted or withheld at the sole discretion of both the Advertiser and Keymik™.

All Content must be submitted according to the timeline specified in the applicable Scope of Work (“SOW”). If, upon review, Keymik™ or the Advertiser requests edits to the Content, the Influencer shall promptly implement all requested changes. Keymik™ will make reasonable efforts to limit the number of revision rounds. Once edits are completed, the Influencer shall resubmit the revised Content for final review and approval.

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If the Influencer incorporates the requested edits in good faith and in accordance with the provided guidance, but the Content is still not approved by the Advertiser, Keymik™ reserves the right to terminate this Agreement and/or the applicable SOW immediately upon written notice to the Influencer. In such cases, the Influencer shall be entitled to a termination fee as outlined in Section 7(d) of these Terms.

Posting any Content without receiving formal approval from Keymik™ confirming the Advertiser’s consent shall constitute a material breach of this Agreement. In such cases, Keymik™ may, at its sole discretion: 

(a) Terminate this Agreement and/or the applicable SOW immediately upon notice to the Influencer; or 

(b) Require the Influencer to publish a makegood post that has been properly approved, without additional compensation.

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Ongoing Revisions 

Following the initial posting of approved Content, the Influencer agrees to cooperate with Keymik™ and the Advertiser in making any necessary ongoing revisions to ensure the accuracy, relevance, and brand alignment of the Content throughout the duration of the Campaign.

These revisions may include, but are not limited to:

• Updates to reflect changes in the Advertiser’s product, service, or messaging
• Corrections to factual inaccuracies or outdated information
• Adjustments to comply with evolving platform policies or legal requirements
• Modifications to improve performance or engagement based on analytics

All ongoing revisions requested by Keymik™ or the Advertiser shall be subject to the same approval process outlined in Section 2(a). The Influencer shall implement such revisions promptly and in good faith, without additional compensation unless otherwise agreed in writing.

If the Influencer fails to make the requested revisions within the timeframe specified by Keymik™, the Company reserves the right to require a makegood post or take other remedial action as outlined in this Agreement.

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2(b) Post-Publication Revisions and Advertiser Rights In addition to the approval requirements outlined in Section 2(a), once any Content has been approved by the Advertiser and posted by the Influencer, the Advertiser retains the right to: 

(i) Request revisions to the Content if any information related to the Advertiser becomes inaccurate; or 

(ii) Require the removal of any branding, trademarks, or other indicia of the Advertiser from the Content.

Upon such request from Keymik™, the Influencer shall promptly revise the applicable Content, which will again be subject to the approval process described in Section 2(a). For clarity, the Influencer’s obligations under this Section 2(b) shall survive termination of the Agreement. The Influencer agrees to take all necessary actions to comply with this section upon request from Keymik™ or the Advertiser. However, following termination of the Agreement, the decision to revise the Content or remove all indicia of the Advertiser shall be at the Influencer’s sole discretion.

Authentication and Platform Systems The Influencer shall take all necessary steps to verify and authenticate the Services as directed by Keymik™. Specifically, for any Campaign requiring posts on Instagram or TikTok, the Influencer must authenticate through Keymik™’s proprietary system within forty-eight (48) hours of receiving the authentication link.

For TikTok-related Campaigns, the Influencer must also join TikTok’s Creator Marketplace (TTCM) prior to authorizing with Keymik™. Successful authentication (or re-authentication) enables Keymik™ to verify Instagram and/or TikTok posts, access post analytics, and process payment.

If the Influencer fails to authenticate within seventy-two (72) hours or if authentication is not successfully completed before the agreed posting date, the Influencer shall be required to publish a makegood post approved by the Advertiser—without additional compensation.

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2(c) Authorization and Completion Evidence 

Any delays in completing the authentication process shall be considered a delay under Section 2 of these Terms. If the Influencer fails to provide photographic or other verifiable evidence of successful completion of the Services and/or Campaign(s), Keymik™ reserves the right to require the Influencer to publish a makegood post that has been approved by the Advertiser. Furthermore, Keymik™ may withhold payment until the Influencer fulfills all authentication requirements outlined in this Section 2(c).

2(d) Analytics Reporting 

Upon request from Keymik™, the Influencer must provide screenshots of all reasonably available metrics and analytics related to the post and/or their accounts at the time of posting. This includes, but is not limited to:

• Number of post views
• Audience demographics
• Blog analytics (when applicable)

Such analytics must be submitted within seventy-two (72) hours of each request. Any delays in providing this information shall be treated as a delay under Section 2 of these Terms. Keymik™ reserves the right to withhold payment until the Influencer complies with the analytics reporting requirements in this Section 2(d).

2(e) Influencer Delays 

Time is of the essence with respect to the Influencer’s performance under the Influencer Agreement. Any failure by the Influencer to submit Content for review and approval in accordance with the timelines set forth in the Influencer Agreement, these Terms, the applicable Scope of Work (“SOW”), or any mutually agreed schedule related to a Campaign, shall constitute a material breach of this Agreement.

Similarly, failure to perform the Services in accordance with the deadlines outlined in the applicable SOW will be deemed a material breach. Without limiting the foregoing, if the Influencer anticipates being unable to meet any deadline, the Influencer must promptly notify Keymik™ of the potential delay.

2(f) Objectionable Content 

The Influencer acknowledges and agrees not to: (a) Make any unsubstantiated claims regarding any third party or its products or services in any Content related to a Campaign; or (b) Develop or publish any material—whether as part of the Campaign Content or unrelated posts—that is illegal, obscene, or reasonably deemed harmful to the reputation, goodwill, or interests of Keymik™, the Advertiser, or their respective products, services, employees, affiliates, or associates.

The Influencer further agrees to refrain from posting any material that may reasonably be considered objectionable by Keymik™ or the Advertiser.

2(g) Exclusivity 

The Influencer agrees not to include, reference, or promote any brand, trademark, or product other than those expressly authorized by Keymik™ on behalf of the Advertiser within any Content or related posts published on Social Media Channels or other media platforms specified in the applicable Scope of Work (“SOW”).

Additionally, during the exclusivity period defined in the applicable SOW, the Influencer shall not post, promote, or endorse any competing brands or products on the specified media channels. The Influencer also agrees to tag only the Advertiser’s official pages and/or social media handles in posts containing Campaign Content.

2(h) Creator/Influencer Membership and Portal Access 

Influencer acknowledges and agrees that, as part of their membership with Keymik™, they will have access to Keymik™’s proprietary portal designed to facilitate affiliate discovery and campaign collaboration. Through this portal, Influencers may:

• Browse and connect with approved affiliate brands and Advertisers
• View available Campaign opportunities and submit interest or proposals
• Access tools, resources, and analytics to support campaign execution
• Manage deliverables, timelines, and approvals in coordination with Keymik™

Use of the portal is subject to Keymik™’s platform terms of service and may be revoked at any time for non-compliance or misuse. Influencer agrees to maintain the confidentiality of any non-public information accessed through the portal and to use the platform solely for purposes related to Keymik™ campaigns and partnerships.

3. Compensation and Payment 

Subject to the following conditions: (i) Completion of the Services and Campaign(s) as outlined in the applicable Scope of Work (“SOW”); (ii) Delivery to Keymik™ of confirmation or evidence that the Services and/or Campaign(s) have been successfully completed; (iii) Receipt by Keymik™ of payment from the Advertiser for the relevant Campaign; and (iv) Influencer’s full compliance with the terms of this Agreement,

Keymik™ shall pay the Influencer the compensation specified in the applicable SOW.

Payment will be made using a payment system or method selected by Keymik™, which may be changed at any time at the Company’s discretion. Influencer agrees to take all necessary steps to receive payment via the designated system. Currently, Keymik™ processes influencer payments through Tipalti (https://tipalti.com).

Subject to the conditions above, payment will be issued on the first Friday following the 90-day period from the date the Influencer fulfills all obligations under the Agreement and applicable SOW.

Payments will be submitted using the payment account information provided by the Influencer in the SOW. The Influencer is solely responsible for maintaining and updating their payment account details, including financial institution and account number information (“Influencer Payment Information” or “IPI”), by contacting Keymik™ directly.

Failure to provide accurate IPI, submit timely invoices, or update changes to IPI may result in payment delays. If payment is made to an incorrect account due to inaccurate IPI and Keymik™ is unable to recover the funds, the payment shall be deemed fulfilled, and Keymik™ shall have no further obligation to the Influencer regarding that payment.

Additionally, if the Influencer fails to claim or request payment within 180 days from the date all obligations under the applicable SOW are fulfilled, the Influencer shall forfeit any and all rights to such payment.

In the event Keymik™ becomes aware of a dispute between the Influencer and their agent regarding payment instructions or account designation, Keymik™ reserves the right—but not the obligation—to delay payment until both parties have resolved the matter and jointly provided written instructions.

4. Term and Termination

a. Term This Influencer Agreement shall become effective as of the Effective Date and shall remain in full force and effect until the end date of the final Campaign outlined in any outstanding Scope of Work (“SOW”), unless terminated earlier in accordance with this Agreement or these Terms (the “Term”). Notwithstanding the foregoing, the Term shall be concurrent with the duration of the applicable SOW, insertion order, or other written agreement between Keymik™ and the Advertiser (the “Advertiser Agreement”) governing each Campaign.

b. Termination 

In addition to any other termination rights provided herein, Keymik™ may terminate this Agreement, including any and all outstanding SOWs:

• (i) Immediately upon written notice to the Influencer if the applicable Advertiser Agreement is terminated for any reason
• (ii) At any time, with five (5) business days’ prior written notice to the Influencer
• (iii) Immediately upon notice if the Influencer materially breaches any obligation under this Agreement and fails to cure such breach within twenty-four (24) hours. Material breaches include, without limitation, violations of Section 4 or Section 11

(iv) If Keymik™ reasonably suspects a breach of Subsection 11(h), it will notify the Influencer. If the Influencer fails to provide reasonable evidence within twenty-four (24) hours that they have not fraudulently or falsely manipulated performance metrics, Keymik™ may terminate this Agreement and/or the applicable SOW immediately, without compensation or liability, and subject to the Influencer’s indemnification obligations

(v) Immediately upon written notice if the Influencer, or their representatives or agents, engage in conduct resulting in material adverse publicity, scandal, or reputational harm. This includes, but is not limited to, any act resulting in conviction of a felony or a misdemeanor involving moral turpitude (e.g., offenses related to controlled substances, fraud, embezzlement, assault, battery, neglect, or self-harm)

4(d) Termination Fees 

In the event that Keymik™ terminates this Agreement or an applicable Scope of Work (“SOW”) pursuant to Section 4(b)(ii), the Influencer shall be entitled to the following termination fees:

• (i) If termination occurs after full execution of the Agreement but prior to submission and approval of Content, the Influencer shall receive ten percent (10%) of the total compensation outlined in the terminated SOW
• (ii) If termination occurs after Content has been submitted and approved but prior to posting, the Influencer shall receive forty percent (40%) of the total compensation
• (iii) If termination occurs after Content has been submitted, approved, and posted, but more than half of the Campaign duration remains, the Influencer shall receive seventy-five percent (75%) of the total compensation
• (iv) If termination occurs after Content has been submitted, approved, posted, and more than half of the Campaign duration has been completed, the Influencer shall receive the full compensation amount specified in the Agreement

Notwithstanding the above, no termination fee shall be payable if the Agreement is terminated due to the Influencer’s breach of any terms herein.

In the event of such breach, Keymik™ shall also be entitled to:

• Recover all costs incurred in enforcing its rights under this Agreement, including reasonable attorney’s fees
• Seek reimbursement of any advance payments made to the Influencer under the Agreement

5. License to Use Advertiser Trademarks and Content 

Keymik™, on behalf of the Advertiser, hereby grants the Influencer a non-exclusive, non-transferable, revocable, and limited license to use and display the Advertiser’s name, logo, trademarks, and any other content provided by Keymik™ or the Advertiser in connection with a Scope of Work (“SOW”) (collectively, the “Advertiser Works”). This license applies solely to the form and manner specified in the applicable SOW or otherwise approved for inclusion in the Content under Section 2 of these Terms, and only for the purpose of fulfilling the Influencer’s obligations during the Term of this Agreement, unless expressly authorized otherwise.

For clarity, the Influencer may only use the Advertiser Works in the exact form and format provided or approved by Keymik™ or the Advertiser. The Influencer acknowledges the Advertiser’s exclusive ownership and rights in the Advertiser Works and the associated goodwill. Use of the Advertiser Works by the Influencer does not confer any ownership, license, or other rights beyond those explicitly granted herein. All use of the Advertiser Works shall inure to the benefit of the Advertiser.

The Influencer agrees not to challenge, or assist in any challenge to, the validity or exclusivity of the Advertiser’s ownership of the Advertiser Works.

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6. Ownership Rights 

The Parties shall elect one of the following ownership options, which will be specified in the applicable SOW. If the SOW does not explicitly define the Advertiser’s usage rights for the Content, the Parties agree that the “Standard and Paid Social Rights” described in Option 1 below shall apply by default.

Additionally, if the SOW does not specify the duration of the Advertiser’s right to use the Content, the Advertiser shall have the right to use the Work Product for the designated purposes for a period of twelve (12) months from the date of final approval.

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6(a) Ownership Option 1: Standard and Paid Social

(i) Ownership of Content Except with respect to any Advertiser Works incorporated into the deliverables, the Influencer shall retain exclusive and perpetual ownership of all intellectual property rights in and to the Content. This includes, without limitation, all rights in trademarks, trade secrets, trade dress, designs, mask works, copyrights, patent rights, and any other proprietary rights of any kind, in any language, and throughout the universe.

(ii) Licenses to Content The Influencer hereby grants to the Advertiser (and to Keymik™ on behalf of the Advertiser) a worldwide, non-exclusive, irrevocable, royalty-free license to use the Content during the applicable usage period specified in the SOW—or, if not specified, the default twelve (12) month period outlined in Section 6—and subject to any other limitations set forth therein. This license includes the right to:

• (A) Feature the Content (including the Influencer’s name and likeness) on all social media accounts and websites owned, controlled, or licensed by the Advertiser
• (B) Repost the Content (including the Influencer’s name and likeness) in sponsored posts distributed via social media or other media channels

For clarity, this license permits the Advertiser (and Keymik™ on its behalf) to repost the Content in whole or in part and to use paid media to support such reposting—whether promoting the Advertiser’s own channels or amplifying the Content via the Influencer’s social media handles.

The Advertiser agrees to use the Influencer’s social media handles as specified in the applicable SOW (e.g., @[Influencer] or #[Influencer]) when reposting the Content, or to otherwise provide appropriate credit to the Influencer.

Additionally, the Influencer grants the Advertiser a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to:

1. Continue displaying the Content in the same form and manner originally featured on the Advertiser’s website and social media channels (i.e., existing posts may remain live, but no new posts may be created after the usage period expires)
2. Use and display the Content for internal, non-public purposes, including training, reporting, and archival use

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6(c) Company License to Use Content The Influencer hereby grants to Keymik™ a limited, worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to use the Content (including the Influencer’s name and likeness) for marketing purposes across:

• Social Media Channel accounts owned, controlled, or licensed by Keymik™
• Third-party digital and print platforms as determined by Keymik™ in its sole discretion, including but not limited to:
  
  • Internet and website placements
  • Publications and white papers
  • Newspapers and magazines
  • Email marketing campaigns
  • Brochures and promotional materials

This license is granted solely for promotional and marketing use and shall not confer any ownership rights in the Content to Keymik™.

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6(d) Ownership Option 2: Additional Digital Rights

(i) Ownership of Content Except for any Advertiser Works incorporated into the deliverables, the Influencer shall retain exclusive and perpetual ownership of all intellectual property rights in and to the Content. This includes, without limitation, all rights in trademarks, trade secrets, trade dress, designs, mask works, copyrights, patent rights, and any other proprietary rights of any kind, in any language, and throughout the universe.

(ii) Licenses to Content The Influencer hereby grants to the Advertiser (and to Keymik™ on behalf of the Advertiser) a worldwide, non-exclusive, irrevocable, royalty-free license to use the Content during the applicable usage period specified in the SOW—or, if not specified, the default twelve (12) month period outlined in Section 6—and subject to any other limitations set forth therein. This license includes the right to:

• (A) Feature the Content (including the Influencer’s name and likeness) on all social media accounts owned, controlled, or licensed by the Advertiser
• (B) Repost the Content (including the Influencer’s name and likeness) in sponsored posts distributed via social media or other media channels
• (C) Feature, use, and distribute the Content (including the Influencer’s name and likeness) across any digital media or digital assets—whether existing or developed in the future—at the Advertiser’s sole discretion. For clarity, this excludes television and out-of-home billboards

The Advertiser agrees to use the Influencer’s social media handles as specified in the applicable SOW (e.g., @[Influencer] or #[Influencer]) when reposting the Content, or to otherwise provide appropriate credit to the Influencer.

Additionally, the Influencer grants the Advertiser a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to:

1. Continue displaying the Content in the same form and manner originally featured on the Advertiser’s website and social media channels (i.e., existing posts may remain live, but no new posts may be created after the usage period expires)
2. Use and display the Content for internal, non-public purposes, including training, reporting, and archival use

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6(e) Company License to Use Content The Influencer hereby grants to Keymik™ a limited, worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to use the Content (including the Influencer’s name and likeness) for marketing purposes across:

• Social Media Channel accounts owned, controlled, or licensed by Keymik™
• Third-party digital and print platforms as determined by Keymik™ in its sole discretion, including but not limited to:
  
  • Internet and website placements
  • Publications and white papers
  • Newspapers and magazines
  • Email marketing campaigns
  • Brochures and promotional materials

This license is granted solely for promotional and marketing use and does not confer any ownership rights in the Content to Keymik™.

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6(f) Ownership Option 3: Work for Hire

(i) Ownership of Content The Influencer acknowledges and agrees that all Content and all copyrightable materials, notes, records, drawings, designs, inventions, improvements, developments, discoveries, and trade secrets created or conceived—whether solely or jointly—in connection with the Services or Campaign implementation (collectively, “Work Product”) shall be the sole and exclusive property of the Advertiser.

To the extent permitted by applicable law, all Work Product shall be considered a “work made for hire” as defined under 17 U.S.C. §101, created exclusively for the benefit of the Advertiser. If any portion of the Work Product is not deemed a “work made for hire” by operation of law, the Influencer hereby irrevocably assigns and transfers to the Advertiser all right, title, and interest in and to such Work Product, including all associated intellectual property rights—patents, copyrights, trademarks, trade names, and related applications—worldwide and in perpetuity, without further compensation.

This assignment includes all rights of paternity, integrity, attribution, withdrawal, and any other moral rights or similar protections. To the extent such rights cannot be assigned under applicable law, the Influencer expressly waives them and consents to any use or modification of the Work Product, even if such use would otherwise violate those rights.

The Influencer agrees to provide all reasonable assistance and execute any necessary documentation to enable the Advertiser (or Keymik™ on its behalf) to prosecute, perfect, register, or record its rights in the Work Product. The Influencer further represents and warrants that it has secured all necessary assignments from its personnel to ensure full transfer of ownership as contemplated herein.

(ii) License to Work Product 

Subject to the Advertiser’s prior review and written approval in accordance with Section 2, and solely during the Term of this Agreement, Keymik™, on behalf of the Advertiser, grants the Influencer a limited, revocable, non-exclusive, royalty-free license to use the Work Product solely as necessary to perform the Services and implement the Campaign to which such Work Product relates.

Upon expiration or termination of this Agreement, all rights and licenses granted to the Influencer under this Section shall automatically terminate, and the Influencer shall immediately cease all use of the Work Product. However, the Advertiser hereby grants the Influencer a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to continue using and displaying the applicable Work Product:

• In the same form and manner originally featured or used by the Influencer during the permitted posting period specified in the applicable SOW
• For all internal, non-public uses by the Influencer

(iii) License to Influencer Intellectual Property 

To the extent any copyrighted materials developed or created by the Influencer prior to the Effective Date of the applicable SOW (“Influencer Intellectual Property”) are incorporated into the Work Product, the Influencer hereby grants to Keymik™, for its own use and for the benefit of the Advertiser—and to each of their respective agents, employees, licensees, vendors, and representatives—a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, fully sublicensable and transferable license to:

• Use, reproduce, distribute, transmit, publicize, display, modify, adapt, translate, and create derivative works from the Influencer Intellectual Property
• Exploit such materials, in whole or in part, whether edited or modified, alone or in combination with other content, in any form or medium now known or hereafter developed

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10. Third Party Licenses 

The Influencer shall be solely responsible for obtaining, in a form acceptable to and approved in writing by Keymik™, all necessary licenses, permissions, and approvals from third parties, contributors, and other rights holders for any third-party content incorporated into the Campaign Content. This includes, without limitation, securing signed authorization, consent, and release forms from all individuals appearing in the Content, granting Keymik™ and the Advertiser all rights required to use such individuals’ name, likeness, image, biography, statements, avatar, social media handle, and other identifying features.

Such licenses must ensure that Keymik™ and the Advertiser can make full and unrestricted use of the Content as contemplated in this Agreement. Upon written request, the Influencer shall promptly provide Keymik™ with copies of all such consents and releases.

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11. Representations and Warranties

Influencer Representations The Influencer represents, warrants, and covenants that:

• (a) All Services under each applicable SOW will be performed with commercially reasonable skill and care, in a competent and professional manner, and at a level of quality consistent with industry standards
• (b) The Influencer possesses the necessary skills, training, and experience to perform the Services and exercise the diligence expected of professionals in their field
• (c) The Influencer will comply with all applicable laws and regulations, including those governing advertising and promotional campaigns, such as the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising
• (d) The Influencer will adhere to all terms of use, privacy policies, and other applicable rules of any Social Media Channel used in connection with the Campaign
• (e) Subject to the license grants in Sections 8 and 9, the Influencer has obtained all necessary consents, permissions, and licenses to create and deliver the Content
• (f) The Content does not infringe upon or violate any copyright, trademark, or other intellectual property or proprietary rights of any third party
• (g) The Influencer is at least 25 years of age and, upon request, will provide valid government-issued identification as determined by Keymik™
• (h) The Influencer will not engage in fraudulent activity or any conduct that artificially inflates metrics such as followers, likes, or engagement indicators on any Social Media Channel, including in connection with any Campaign

Company Representations Keymik™ represents and warrants that:

• (i) It has full authority to enter into this Agreement and fulfill its obligations
• (ii) Its performance under this Agreement will not conflict with any non-competition or confidentiality obligations to third parties
• (iii) Any content, materials, or intellectual property provided by Keymik™ or the Advertiser, when used as specified in this Agreement, will not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party

12. Indemnification; Limitation of Liability

a. Indemnification The Influencer agrees to indemnify, defend, and hold harmless Keymik™, the Advertiser, and their respective parent companies, subsidiaries, affiliates, officers, directors, agents, and employees from and against any and all claims, demands, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to, in whole or in part:

• (i) The Content (excluding any Advertiser Works incorporated therein if used as permitted under this Agreement), and/or any act or omission by the Influencer or its employees, agents, trustees, partners, officers, or directors
• (ii) The content or operation of the Influencer’s digital properties, including webpages or social media channels (e.g., YouTube, Instagram, TikTok) on which the Content appears
• (iii) The Influencer’s performance of, or failure to perform, any obligations under this Agreement

This includes, without limitation, claims, actions, or proceedings related to libel, slander, invasion of privacy, infringement of intellectual property rights (e.g., trademark, copyright, license), unfair trade practices, fraudulent activity, artificially inflated audience metrics (e.g., followers, likes), bodily injury, death, property damage, or employment-related claims.

b. Limitation of Liability Keymik™ shall not be liable for any misconduct by the Influencer. All Content created by the Influencer in connection with any Campaign is the sole responsibility of the Influencer, and Keymik™ does not endorse or guarantee the accuracy of such Content.

Keymik™, along with its affiliates, successors, assigns, employees, agents, directors, and officers, assumes no responsibility or liability for any claims arising from the Content, including but not limited to claims of defamation, libel, slander, infringement, invasion of privacy or publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation.

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12(b) Limitation of Liability 

The Influencer acknowledges and agrees that Keymik™ shall not be liable to the Influencer, its parent companies, subsidiaries, affiliates, or any of their respective officers, directors, employees, or agents under this Agreement—or in connection with any Campaign—for any consequential, incidental, special, punitive, or indirect damages (including, without limitation, lost profits, lost wages, or lost savings), even if advised of the possibility of such damages.

The total aggregate liability of Keymik™ under this Agreement shall not exceed the total amount paid by Keymik™ to the Influencer for the specific Campaign or Services to which the claim relates.

13. Confidentiality The Influencer acknowledges that the privacy and confidentiality of Keymik™ and the Advertiser are of paramount importance. The Influencer agrees to maintain the confidentiality of all Confidential Information using commercially reasonable measures and shall not, directly or indirectly, disclose such information to any third party.

For purposes of this Agreement, “Confidential Information” includes, but is not limited to:

• Financial data
• Advertiser identity, contact lists, and communications
• Brand strategy and marketing plans
• Technical data, intellectual property, and proprietary content
• Know-how related to inventions, software, designs, specifications, processes, and models
• Business plans, opportunities, and strategies
• Future or in-development projects and products
• Internal information related to finances, influencers, pricing, contractors, and employees

All such information is proprietary and sensitive. Unauthorized disclosure or misuse would cause substantial and irreparable harm to Keymik™ and/or the Advertiser, for which monetary damages would be inadequate.

Accordingly, in the event of any breach or threatened breach of this Section, Keymik™ shall be entitled to seek injunctive relief and other equitable remedies without the requirement to post bond, in addition to any other legal remedies available.

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14. Non-Circumvention The Influencer agrees that during the Term of this Agreement and for a period of ninety (90) days following its expiration or termination, the Influencer shall not, directly or indirectly, contact the Advertiser for the purpose of entering into, or attempting to enter into, any negotiations or contractual arrangements that could reasonably be construed as circumventing the efforts or involvement of Keymik™ under this Agreement.

15. Miscellaneous

a. Severability If any provision of this Agreement (including the SOW and these Terms) is found to be invalid, illegal, or unenforceable, in whole or in part, such provision shall be modified or limited to the extent necessary to render it enforceable, or deemed severed from the Agreement if modification is not possible. The remainder of the Agreement shall remain in full force and effect and be construed to give maximum effect to the original intent of the Parties.

b. Independent Contractor In performing the Services, the Influencer shall act solely as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Influencer and Keymik™.

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c. Entire Agreement This Agreement, including all incorporated SOWs and Terms, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.

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d. Modification or Assignment This Agreement may be amended only by a written instrument signed by both Parties. The Influencer may not assign, transfer, or delegate any rights or obligations under this Agreement or any SOW without the prior written consent of Keymik™. Any attempted assignment in violation of this provision shall be null and void.

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e. Waiver No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of such right or remedy.

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f. Notice All notices required under this Agreement must be in writing and delivered by certified mail (return receipt requested) or by email. Email notice shall be deemed sufficient upon sending if directed to the email address provided by the recipient in the Agreement’s notice, contact, or payment information section. If sent to a different email address, notice shall be deemed sufficient only upon acknowledgment by a non-automated response from the intended recipient.

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g. Governing Law; Jurisdiction; Venue This Agreement shall be governed by and construed in accordance with the laws of the State of GA, without regard to its conflict of law principles. The Parties consent to exclusive jurisdiction and venue in the state and federal courts located in the City of Atlanta, GA  for any dispute arising out of or relating to this Agreement.

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