1. BACKGROUND

After examining the profile listed, Eros Influencer Marketing Inc. has approved the influencer to proceed and join its influencer roster. Eros Influencer Marketing Inc. will continue to monitor the influencer on its platform to ensure quality. Eros Influencer Marketing Inc. reserves the right to remove influencers from its platform at any time.

2. COLLABORATION DETAILS

• ● Through the Eros Influencer Marketing Inc. platform, influencers will be able to join and participate in campaigns from advertisers.
• ● Influencer will have the decision on if they wish to get involved with each campaign
• ● Once influencers join a collaboration, all influencers will need to create content that is approved by the client/advertiser.
• ● The number of posts, videos, reels and stories will vary per campaign and will be outlined in the campaign brief and can be reviewed before joining.
• ● Campaigns are filled on a first come first serve basis until the campaign budget has been fulfilled.
• ● Once the campaign is launched, influencers will be compensated as long as they meet the campaign requirements
• ● Influencers are not compensated for partially complete or incomplete campaigns. Influencers must meet all of the requirements to be paid for a campaign.
• ● Influencers may join and participate more than once in a campaign, but no more than once within a 7 day period.

3. AGREEMENT TERMS

• ● The term of this Agreement will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
• ● The agreement can be terminated by either party at any time.

4. COMPENSATION

• ● Compensation for each campaign will vary based on campaign requirements, pending the number of user generated content pieces that are requested.
• ● Compensation can also be adjusted based on campaign requirements.
• ● All compensation is in Canadian Dollars (CAD).
• ● The Influencer acknowledges that the agreed-upon compensation represents the Influencer’s entire compensation with respect to this agreement and advertisers shall have no other obligation for any other compensation to or expenses or costs incurred by the Influencer in connection with the performance of its obligations under this agreement, unless stated in the campaign brief.
• ● Influencers must submit content for approval before content is posted.
• ● Influencer will be compensated for their services within 24 hours of their content being posted, but held in a wallet and released to the influencer at the end of the campaign.
• ● If the content is removed prior to the end of the campaign then the influencer will not be paid out.
• ● Influencers are paid via PayPal or Direct Deposit, whichever method they select in the influencer profile.

5. CANCELLATION

In the case in which a collaboration needs to be canceled (influencer is at fault), Eros Influencer Marketing Inc. will not make any payment to the influencer. If a collaboration is canceled due by the client, the influencers will receive payment for the content they have already created and posted. If a campaign is canceled prior to any content creation, influencers will not be paid.

6. CONTENT LICENSE

All content created for this campaign is owned by the influencers and content creators. However, by participating on campaigns with Eros Influencer Marketing Inc. and its advertisers, influencers grant Eros Influencer Marketing Inc. and Advertisers the right to repost the content on social media with full attributions and tagging. The brands may not reuse the content outside of social media platforms without the written consent of Eros Influencer Marketing Inc. and its influencers.Eros Influencer Marketing Inc. will be reusing the content created by the influencers for each campaign for case studies, website displays, features on social media and other business activities.

7. CONTENT GUIDELINES

All campaigns that the influencer is compensated for must be aligned with all of the guidelines stated below:

• ● Items to Avoid in Influencer Posts:
  • ○ The Influencer agrees to abide by all guidelines set by the Brand and the Influencer. (For example, all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).
  • ○ Eros Influencer Marketing Inc. reserves the right to remove influencers who violate our content guidelines.
• ● Approval and Content Origination: The Influencer assumes all responsibility for verifying that the campaign materials used meet the Advertiser’s approval. All content needs to be approved by the campaign manager before posting.
• ● Material disclosures and compliance with Federal Trade Commission (FTC), Advertising Standards Canada (ASC), and Advertising Standards Authority (ASA): When publishing posts/statuses about the Advertiser’s products or services, the Influencer must clearly disclose his/ her “material connection” with the Advertiser, including the fact that the Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Advertiser or the Advertiser’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored, #ad. The Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences. The Influencer should only make factual statements about the Advertiser or the Advertiser's products which the Influencer knows for certain are true and can be verified.

8. INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Influencer is acting as an independent contractor and not as an employee. The Influencer and Eros Influencer Marketing Inc. acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

The Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of the Influencer's performance of services, and neither the Influencer nor any of the Influencer's employees or independent clients shall be entitled to participate in any employee benefit plans of the Advertiser.

9. CONFIDENTIALITY

The influencer agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which Eros Influencer Marketing Inc. has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.

All written and oral information and material disclosed or provided by the Client to Eros Influencer Marketing Inc. under this Agreement is confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Eros Influencer Marketing Inc. team.

10. MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

11. GOVERNING LAW

This Agreement will be governed by and constructed in accordance with the laws of the Province of Ontario.