STANDARD TERMS AND CONDITIONS OF TALENT SERVICES CONTRACT

A. INFLUENCER’S OBLIGATIONS
1. Performance of Services. The Influencer, agrees to provide the Company with the Services, pursuant to industry standards, all in accordance with this Contract. The Influencer must provide the Services during the Term, regardless of the date of execution or delivery of this Contract. The Influencer must comply with the Company’s instructions in performing the Services, but unless otherwise specified herein, Influencer shall at all times retain control over the manner in which those
instructions are carried out.

2. Labor, Materials and Approvals. The Influencer must supply and pay for all labor, materials, and approvals necessary or advisable to provide the Services.

3. Influencer Personnel. The Influencer must ensure that all persons the Influencer employs or retains to perform the Services are competent to perform them and are properly trained, instructed, and supervised, and that all such persons comply with the provisions of this Contract, including but not limited to the provisions herein respecting Confidential Information.

4. Confidential Information. All terms and conditions of this Contract and any information about the Company and/or Client and/or Campaign that is not available to the public (the “Confidential Information”) isstrictly confidential and may not be disclosed by Influencer to any third party, except Influencer’s professional advisors or if required by law. Without limiting the generality of the foregoing, the Influencer specifically agrees that Influencer will not post any Confidential Information on any website, blog or any form of social media, including but not limited to Facebook, Twitter and Instagram.

5. Compliance with Laws. In performing the Services, Influencer must comply with all applicable statutes, regulations, by-laws, codes, rules, notices, orders, directives, standards and requirements of every competent federal, provincial, regional, municipal and other statutory authority applicable to the Influencer, any subcontractor or the Services, all as may be in force from time to time.

6. Indemnity. Each party must indemnify and save harmless the other party and its past and present directors, officers, members, employees, volunteers and agents (each an “Indemnified Party”) from any losses, claims, damages, actions, causes of action, costs and expenses that an Indemnified Party may sustain, incur or suffer at any time, either during or after the Term, which are based upon, arise out of or occur, directly or indirectly, by reason of any breach of this Contract by such party or by any of such party’s agents, employees, officers, directors, or subcontractors, provided that where the Indemnified Party has contributed to such liability by its own negligent conduct, the other party’s indemnity obligations will be limited proportionately.

7. Non-Solicitation. The Company and the Influencer acknowledge and agree that, during the Term and for a period of ONE (1) MONTH after termination of this Contract, the Influencer shall not: (a) directly or indirectly induce or attempt to persuade any current or future employee, agent, manager, member, consultant, shareholder, director, or other participant in the Company’s business to terminate such employment or other relationship with the Company; or (b) directly or indirectly induce or attempt to persuade any past, current or future customer, client, supplier, licensee, or other business relation of the Company with whom the Influencer had contact with or knowledge of to cease doing business with the Company, or in any way interfere with the relationship between any such customer, client, supplier, licensee, or other business relation of the Company, including, without limitation, making any negative statements or communications concerning the Company. For the purpose of this paragraph, “future customer” in respect of the period after the Term shall be limited to customers who were prospective customers that the Company was pursuing prior to such termination and with whom the Influencer had contact.

8. Assignment. The Influencer must not assign Influencer’s rights under this Contract without the Company’s prior written consent, which consent may be granted or withheld in the Company’s sole discretion. If the Influencer is a corporation, then any change in the control of the corporation shall be deemed to constitute an assignment for the purposes of this section.

9. Subcontracting. The Influencer must not subcontract any obligation under this Contract without the Company’s prior written consent. No subcontract, whether consented to or not, relieves the Influencer from any obligations under this Contract. The Influencer must ensure that any subcontractor fully complies with this Contract in performing the subcontracted Services.

B. PAYMENT
1. Payment of fees and expenses. In consideration for the satisfactory performance of the Services, the Company will pay the Influencer the fees in accordance with this Contract. In addition, the Company will reimburse the Influencer for all expenses that: (i) were pre-approved by the Company in writing (in accordance with the Company’s existing policies and procedures for expense reimbursement) prior to being incurred by the Influencer; and (ii) are supported by proper receipts or other documentation satisfactory to the Company (acting reasonably). All harmonized, goods and services, or other similar taxes shall be deemed to be included in the billed amount, unless otherwise specified.

C. TERMINATION
1. Termination for cause. In the event of a material breach of this Contract by a party that remains uncured for a period of TWENTY-FOUR (24) hours or upon a party becoming bankrupt or insolvent or having a receiving order made against it, the
other party may terminate this Contract for cause immediately upon written notice to such breaching party, without further liability to the non-breaching party under this Contract.

2. Termination by the Company. The Company may terminate this Contract immediately upon the Client terminating any of its agreements with the Company in connection with the Campaign or the Campaign itself, provided that such termination occurs prior to the Publication Date. Upon such termination, the Company shall not be responsible for making any payments to the Influencer, unless the Client has made full payment to the Company in connection with the Campaign.

3. Obligations upon termination. Upon any termination of this Contract, Influencer must promptly provide the Company with all work product and return all Confidential Information, including any and all copies thereof.

4. Effect of termination. Termination of this Contract for any reason shall not prejudice, limit or affect any claim or matter outstanding prior to termination or obligations consequent upon termination or which by their nature survive termination as provided for herein.

D. GENERAL
1. Relationship. Influencer is an independent contractor and not an employee, agent, or partner of the Company. Influencer shall have no ability to commit the Company to paying any sum of money to any person.

2. Governing law. This Contract is governed by and is to be construed in accordance with the laws of British Columbia and the federal laws of Canada applicable therein.

3. Notices. Where any notice, request, direction or other communication is required or permitted to be given or made by either party, it shall be in writing and is effective if delivered in person, sent by registered mail, or sent by email, with receipt acknowledged, addressed to the party for whom it is intended at the address or email address (as the case may be) specified in this Contract. Any notice, request, direction or other communication shall be deemed to have been given, if delivered, when delivered, if sent by registered mail, when the postal receipt is acknowledged by the other party, and if sent by email, when the email receipt is acknowledged by the other party. The address and/or email address of either party may be changed by notice given in the manner set out herein.

4. Waiver. A waiver by either party of any term of this Contract or of any breach by the other party of this Contract is effective only if it is in writing and signed by such waiving party.

5. Amendments. No modification of this Contract is effective unless it is in writing and signed by all the parties.

6. Entire agreement. This Contract constitutes the entire agreement between the parties as to performance of the services, and replaces and supersedes any other agreements, correspondence or other discussions between the parties, whether or not any of the foregoing have been reduced to writing.

7. Dispute resolution. Except in the event injunctive relief is being sought, all disputes arising out of or in connection with this Contract or in respect of any defined legal relationship associated with it shall, unless the parties otherwise agree, be referred to and finally resolved by arbitration before a single arbitrator, administered by the British Columbia International Commercial Arbitration Centre under its rules. The place of the arbitration shall be Vancouver, British Columbia.

8. Severability. If any provision of this Contract is determined to be void or unenforceable, in whole or in part, it shall not be deemed to affect or impair the enforceability or validity of any other provision of this Contract, and any such void or unenforceable provision may be severed from this Contract without affecting the remainder of the Contract.

9. Voluntary agreement. Influencer acknowledges and declares that Influencer has carefully considered and understood the terms and conditions of this Contract, that the Influencer has either consulted legal counsel or waived such right, and that the Influencer has executed this Contract voluntarily.

10. Further assurances. Influencer agrees that upon any reasonable request of the Company, Influencer will make, do, execute or cause to be made, done or executed all such further and other lawful acts, deeds, documents and assurances required to more fully give effect to the terms and conditions hereof.

11. Counterparts. This Contract may be executed in one or more counterparts, including by facsimile or other electronic transmission, and each of such counterparts shall be deemed to be taken together to constitute one and the same original document.