INFLUENCER AGREEMENT

PROJECT DESCRIPTION: See Exhibit A.

PROJECT FEE: See Exhibit A.

This Influencer Agreement ("Agreement") is between Nunona Inc. its successors, assigns, and licensees (“Company”), and the influencer named on Exhibit A hereto (“Influencer”). Company and Influencer may individually be referred to as a “Party” and collectively as the “Parties.”  In consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Services.  In exchange for the consideration paid by Company to Influencer hereunder, Influencer shall grant the rights and perform the services set forth herein and in Exhibit A attached hereto (collectively, the “Services”) upon the terms and conditions of this Agreement.  Influencer will comply with instructions, suggestions and recommendations provided by Company in connection with the Services and this Agreement.  Time is of the essence with respect to all Services.

2. Independent Contractor. Influencer is retained as an independent contractor of Company. Influencer acknowledges and agrees that (i) Influencer will perform the Services under the general direction of the Company, however Influencer is solely responsible for the manner and form by which Influencer performs under this Agreement, and (ii) Influencer is a self-employed individual, who performs services similar to the services outlined in Schedule A for various entities and individuals other than Company. Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of Influencer’s performance of services, and neither Influencer nor any of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company.

3. Work Product.  Influencer and Company hereby agree that all right, title and interest in and to the results and proceeds of the Services and any work product created under this Agreement (the “Work Product”) shall be a “work made for hire” for the benefit of Company under the Copyright Act of 1976, prepared as a specially ordered or commissioned work, and Company shall be considered the author and sole copyright owner thereof and the owner of all rights, titles and interests therein and of all proceeds derived therefrom.  If and to the extent that the foregoing provisions do not operate to vest fully and effectively in Company all or any of such rights, Influencer hereby grants, transfers and assigns to Company all rights, title and interests in the Work Product. Influencer shall, upon request, execute, acknowledge and deliver (following a reasonable opportunity to review and comment thereon) to Company or its designee such additional documents consistent herewith as Company may deem necessary to evidence, maintain, protect or establish its rights hereunder, failing which Influencer hereby designates Company as Influencer’s attorney-in-fact (such designation irrevocable and coupled with interest) for the limited purpose of executing such documents. Influencer further agrees that all Work Product shall be considered “work made for hire” (as such term is defined in 17 U.S.C. §101) and shall be the sole and exclusive property of the Company, and Influencer hereby assigns and agrees to assign to the Company, without further consideration, their entire right, title and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Work Product, which shall be the sole property of the Company, whether or not patentable.  

4. Compensation.  In consideration for Influencer’s full performance of all Services, and the grant of all rights granted by Influencer hereunder, and subject to all terms and conditions hereof, Influencer shall be entitled to receive the compensation in the manner, at the rates and at the times indicated in Exhibit A (collectively, the “Compensation”).  Influencer hereby acknowledges and agrees that the Compensation shall cover all of the Services, and all fees, hourly rates, costs and/or expenses incurred by Influencer in connection therewith and with this Agreement.  Unless otherwise expressly provided herein, Influencer shall be responsible for paying all costs and expenses required in connection with the full performance of the Services.  In no event shall Company be required to pay any compensation to Influencer in excess of the Compensation.

5. Termination.  Company may terminate this Agreement in the event of a material breach of any term of this Agreement by Influencer that remains uncured after five (5) business days’ written notice.  In the event of such termination, Influencer shall return any pre-paid portion of the Project Fee.  For the avoidance of doubt, failure to perform any provision of Exhibit A within the time frames set forth therein shall be a material breach of this Agreement. 

6. Term.  This Agreement commences on the Effective Date and, unless earlier terminated pursuant to the terms hereof, shall continue through and include _____, 2021 (the “Term”). Upon mutual written consent, the Parties may renew this Agreement for subsequent thirty (30) day terms. 

7. Territory.  United States; worldwide with respect to internet and social media usage only (“Territory”)

8. Indemnification.  Influencer agrees that it shall indemnify and hold Company and its officers, directors, employees, attorneys, customers and agents (the “Company Indemnified Parties”) harmless from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, expenses and costs (including reasonable outside attorney's fees and court costs) incurred by the Company Indemnified Parties caused by Influencer’s breach or alleged breach of any representations, warranties, obligations or agreements set forth in this Agreement or resulting from gross negligence or intentionally tortious acts or omissions. 

9. Grant of Rights.  Company shall have the right to use the Influencer’s name in a press release related to the Event, and shall have the additional rights in and to any Work Product as described in Exhibit A. Furthermore, it is hereby acknowledged that due to editorial decisions beyond Company’s control, media organizations may use materials produced in connection with this Agreement. Influencer hereby waives any and all claims (including claims for additional compensation) against Company in connection with such unauthorized third party uses. Company grants to Influencer a temporary license to use the Company name and trademarks as may be necessary to perform the Services but only in compliance with the Agreement.

10. Representation, Warranties and Covenants. 

11. Influencer has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform its obligations hereunder and is not subject to any contractual obligation or disability that will or might hinder or prevent the full completion and performance by Influencer of all obligations and conditions hereunder and/or outline.  All Influencers used to perform the Services have agreed to the provisions of this Agreement and have reached the age of majority in his or her jurisdiction and is a legal resident in Exhibit A.  Influencer has agreed to the provisions of this Agreement and has reached the age of majority in his or her jurisdiction and is a legal resident of the fifty (50) United States or the District of Columbia.

12. Influencer’s Services and any resulting Work Product is wholly original with Influencer, and Company’ use thereof does not and will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against Influencer or others.

13. Influencer’s Services and any resulting Work Product and all of Influencer’s other obligations under this Agreement will comply with the terms and conditions of this Agreement.

14. Influencer’s Services and any resulting Work Product: (i) is not false and/or defamatory, inaccurate, libelous, abusive, vulgar, hateful, harassing or threatening, obscene, offensive, or contain disparaging remarks about other people or companies; (ii) does not endorse any form of hate or hate group; (iii) is not profane or pornographic; (iv) is not sexually oriented, explicit or suggestive; (v) is not unnecessarily violent nor derogatory of any ethnic, racial, gender, religious, professional or age group; (vi) does not promote alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing); (vii) does not promote any activities that may be construed as unsafe or dangerous; (viii) is in compliance with all applicable laws; or (ix) unless specifically approved by Company, does not promote any particular political agenda or message.

15. Influencer has read and will fully comply with the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) when talking or writing about Company or Company’s products.  Further, and without limitation, Influencer: (i) will clearly and conspicuously disclose Influencer’s true identity and that Influencer has received compensation, product and/or other incentive items from Company proximate to any mention by Influencer of Company or Company’s products; (ii) will not make any false, misleading or deceptive statement and will not make any product performance or attribute claims about Company products (Influencer may express opinions, but will not make factual claims about the products); (iii) will ensure that all of Influencer’s statements accurately reflect only Influencer’s honest, current opinions and beliefs based on Influencer’s personal experience; (iv) will not purport to speak on behalf of Company; and (v) will maintain Influencer’s social media channels and activities related to the Services in a manner appropriate for a family audience and will not be rude or abusive.

16. Influencer shall limit its marketing to content creation as set forth in Exhibit A and use of the Refersion Links as defined in Exhibit A. Influencer shall not engage in the purchasing of or bidding on keywords or any other marketing activities relating to Company outside of the terms of this Agreement.

17. Behavior.  Influencer agrees not to depict Company or any of Company’s products in a manner that is inconsistent with Company’s instructions or in a manner that is demonstrably derogatory or detrimental to Company’s brands, name, reputation; or (ii) do or commit any act or thing that demonstrably subjects Influencer to widespread public hatred, contempt, scorn, ridicule, or disrepute, or that demonstrably injures, tarnishes, damages or otherwise negatively affects the reputation and goodwill associated with Company. 

18. Force Majeure. If a Force Majeure Event occurs that results in a delay or cancellation of the Event (as described in Exhibit A): (a) Influencer’s services will be rescheduled or canceled accordingly subject to Influencer’s availability and approval; (b) this Agreement may be terminated by either party and neither party will have any further obligation to the other; (c) Influencer will return any portion of the Project Fee theretofore paid by Company, and (d) each of the Parties will bear its own costs in connection with this Agreement.  A “Force Majeure Event” is defined as one or more of the following causes outside of Influencer’s reasonable control which renders performance impossible: death, illness of or injury of Influencer; fire; threat(s) or act(s) of terrorism; riot(s) or other form(s) of civil disorder in, around, or near the Event venue; strike, lockout, or other forms of labor difficulties; any act, order, rule, or regulation of any court, government agency, or public authority; act of God; pandemic (e.g. COVID-19); absence of power or other essential services; failure of technical facilities; failure or delay of transportation; and/or any other cause beyond either Party’s control.

19. No Injunctive Relief.  Any remedies Influencer may have against Company in connection with this Agreement shall be limited to the right to seek to recover damages, if any, in an action at law, and Influencer hereby waives any right or remedy in equity, including without limitation the right to seek injunctive relief.

20. Miscellaneous.  This Agreement shall be construed, interpreted and governed by the laws of the State of New York without regard to any principles of conflicts of law, and shall be subject to the jurisdiction of New York state and federal courts, to which the Parties hereby agree to submit any controversy arising hereunder or relating hereto.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, before a sole arbitrator who has no less than ten (10) years of experience handling entertainment matters.  The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.  Judgment on the Award may be entered in any court having jurisdiction.  The arbitrator shall allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable outside attorneys’ fees and/or costs of the prevailing Party.  This Agreement, including by this reference such other mutually approved terms and conditions as are customarily included in agreements of this nature contains the full and complete understanding between the Parties and supersedes all prior agreements and understandings, whether oral or written concerning the subject matter hereof.  Unless and until such time, if ever, that a more formal agreement containing the terms and conditions set forth herein, as well as such other terms and conditions as are customary in agreements of this nature this Agreement shall be binding on the Parties.  Each of the Parties acknowledges that no representation or promise not expressly contained in this Agreement has been made by the other or its agents or representatives.  This Agreement may be executed original, facsimile or electronic signatures and in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
    

21. EXHIBIT A

    STATEMENT OF WORK

    Description of Services and Influencer Content:

    The Influencer shall make posts referencing or otherwise pertaining to Company and/or its products, and include/use any content and/or information provided by Company in such posts, on all of the following social media outlets, at the frequencies stated next to each, and at comparable intervals on all other social media outlets and sites of which the Influencer is a member or regularly participates. The Influencer shall place links and coupons provided to it by Company (“Refersion Links”) on its posts for the purpose of generating Company sales and Influencer Commission (as defined herein).

22. Unless otherwise directed by the Company, the Deliverables shall remain on Influencer’s applicable social media channels at all times during the Campaign Term and for at least one (1) year thereafter.

     Unless otherwise directed by the Company, for each photograph to be provided as a Deliverable, Influencer represents and warrants that such photograph will be of professional quality and hi-resolution.

    In consideration for the Services, the Company will pay Influencer as follows within thirty (30) days following the end of the Term:

    1. For the “Deliverable” - Upon the satisfactory completion of all Deliverables, [_] dollars ($) paid in cash.

    2. [For the “Commission” within thirty (30) days following the end of the Term] “Commission” is defined as 10% of revenue from Company sales generated from Influencer’s Refersion Links during the Term. 

    Editorial Direction:
    

    The Company shall have final approval over all Deliverables and Influencer will not post any Deliverable to Influencer’s websites or social channels unless such Deliverable is approved by the Company in writing.  Without limiting the generality of the foregoing, during the Campaign Term and thereafter, Influencer agrees that (i) Influencer will work in good faith with the Company to incorporate requested changes; (ii) Influencer will immediately edit or remove any Deliverable upon the Company’s request; and (iii) Influencer will immediately remove or delete all references to, images, trademarks and logos of the Company, its products and/or services from any Deliverables upon the Company’s request.

23. Additional Obligations:

    a. All Influencer Content, including all posts and any other public references to Company in any and all media, must conform to the Influencer Guidelines (set forth in Exhibit B hereto).

    b. Influencer shall immediately modify, remove or discontinue any Influencer Content about Company, and any other references to Company, on any of Influencer’s social media outlets, websites, or other digital properties (and on any such social media outlets, websites, or other digital properties of which Influencer is a member or regular participant) upon Company’s notification to Influencer.

    c. Influencer will maintain a clear and conspicuous notice on and/or with all Influencer Content, including without limitation, on Influencer’s webpage(s) and/or social media outlet page(s), indicating that he/she has been paid/compensated by Company, in a manner that conforms with the Influencer Guidelines.

    d. Influencer shall be responsible for obtaining and delivering to Company any and all releases, licenses, waivers of moral rights, and/or consents in writing from any third parties necessary for the use of any third party content in the Influencer Content.  Upon Company’s request, Influencer shall obtain such additional written releases, licenses and/or consents from third parties in the form and content designated by Company.

    e. Posting Do’s and Don’t’s:

    • Do:

    • Use language you would normally use on your own channels

    • Focus on aspects of your personal life that fans will appreciate access to 

    • Stay positive and upbeat, and feel free to be yourself

    • Let your personality shine through

    • Share posts on Company-provided specific dates and times

    • Don’t:

    • Share posts outside of Company-approved posting hours

    • Feature alcohol or drugs or any other illegal activities of substances 

    • Be overly sarcastic, bordering on mean

    • Feature competitor products, logos or names in copy or creative

    • Share any posts that aren’t Company-friendly in nature, risqué in any way or include profanity

    • Use third party regrams, drawings, GIFs and Memes 

    • Use trademarks not approved by Company in content or copy (i.e. #Oscars, other brand names, movie titles, songs, etc.)

    • Change Company-approved video, photo or copy in any way including adding filters or cropping content 

    • Engage or respond to negative fan comments

    • Directly target children under the age of 13 within the developed content

    EXHIBIT B

    INFLUENCER GUIDELINES
    

    I. PURPOSE

    Nunona Inc. (“Company”) can potentially be held legally liable if influencers fail to disclose their relationship with Company, and any consideration given to them, or make false, atypical or unsubstantiated claims.  Company is providing these Company Influencer Guidelines (the “Influencer Guidelines” or “Guidelines”) to you so you understand your obligations when you share Company content or otherwise promote Company or the products or services of Company.  These Guidelines apply to messages made by you in traditional media as well as non-traditional media such as on social media platforms.  These Guidelines also apply not only to statements made or materials disseminated by you as part of your Services pursuant to the Agreement, but to any statements made about Company or the products and services of Company on your own blogs, social media pages or during interviews and other personal appearances. 

    Please understand that we may monitor your activities with regard to compliance with these Guidelines and Company may take corrective action, including terminating your relationship with Company, if you do not follow these Guidelines.  Both you and Company potentially could be legally liable if you fail to disclose your relationship with Company, including receipt of any payment or something of value we or our agents have given you.  Further, Company and you may also be liable if you make false, atypical or unsubstantiated claims when you engage in communications on behalf of Company.

    II. WHAT RULES DO I NEED TO FOLLOW?

    1. Endorsement and Testimonial Guides.  The FTC has published the Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), located at  www.ftc.gov/bcp/guides/endorse.htm.  You must comply with the Guides, and all other applicable laws and regulations for all communications made on behalf of Company.  For more information, watch the FTC’s video guidance for bloggers on how to comply with the Guides: https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/endorsements and follow the guidance at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.  

    2. Accordingly, when creating or publishing a social media post on behalf of Company, or otherwise endorsing the Company Companies or the products and services of the Company Companies in other types of media, you must always: 

    3. Disclose Your Relationship with Company.  Clearly and conspicuously disclose that you have a connection with Company (e.g., you are a paid influencer) the nature of the relationship and if applicable, that you have received something of value (e.g., you hold an equity interest in Company and/or you received payment from Company).  You must make these disclosures whether you are providing Company publicity orally or in writing.  For certain social media venues, like Twitter, you can use short-form disclosures that have been pre-approved by Company such as “ADVERTISEMENT” and “SPONSORED”.  For venues that don’t have space constraints, the form of disclosure should explain what you have received from Company and your relationship to the company:

    4. Since you will be receiving monetary compensation and/or free product or services, we expect you to include a disclosure in any post that you make that is something materially similar to: “I have accepted monetary compensation and free product or services from Company in exchange for my endorsement of Company.”

    5. The form/medium of the disclosure should match the form/medium of the content.  For example, if the post is a video, the disclosure should be provided at the beginning and end of the video and in the content description (e.g., “This video is sponsored by Company”).  The disclosure may be verbal or may appear as a visual on screen.  An additional disclosure may be required if the video is over seven minutes in length.

    6. Be Transparent.  Clearly and conspicuously disclose your true identity and that you have received compensation and/or other incentive items from Company (as applicable) proximate to any mention by you of Company or the products or services of Company.  Do not use pseudonyms or pretend to be someone else.   Accurately identify yourself on the social media platform or in the online communication by stating your name and role at, or relationship to, COMPANY when you discuss COMPANY-related matters. Do not engage in covert or deceptive marketing or public relations on behalf of or related to COMPANY (e.g., pretending to be a satisfied customer).  Identify yourself as the “official” author of the posting in an obvious, clear position on the page/post.  Don’t imply that you are any other person or entity, including an employee of Company.  Clearly state that your views and comments are solely your own and do not represent those of Company.  For example, an acceptable disclosure is: “This blog post was sponsored by Company but the opinions are my own.”

    7. Be Honest.  Any statements made by you on behalf of Company must accurately reflect your honest, current opinions and, based on your personal experience.  Don’t make any false or unsubstantiated statements or claims about Company and its products; don’t comment on a product that you haven’t tried.  You may only make claims about Company and its products as provided by Company in the Statement of Work.  Your postings, stated views, and comments must reflect your actual experience, honest opinions, findings, and beliefs and must not be misleading, deceptive or defamatory in any way.  In connection with performing the Services do not: (i) use false or deceptive identities, names or accounts; (ii) deploy or otherwise use bots, malware, viruses or scrapers; (iii) make it appear as though any aspect of the Services was more successful than it actually was through unauthentic interactions by you or third parties you engage, manage or transact with (e.g., click-fraud, manipulating social media followings, etc.); (iv) engage in any activities that are designed to defraud or game Company or third parties; or (v) deploy, or permit any third party to deploy, any technology on, or in connection with, Company or Company-branded sites, systems or services that can enable the tracking of site or service activities or users.

    8. Facts and Opinions.  Facts and claims about Company products must be true and have substantiation and should be approved in advance by Company.  Do not make any false, misleading or deceptive statements.  Do not make any product performance or attribute claims about Company products or services or cite facts unless we have specifically instructed you to and then stick to only the approved language.  Otherwise, you should ensure you are only expressing your thoughts and opinions.  We want you to express opinions, and not make price or other product claims for which a factual basis would need to exist for accuracy.  Only Company can make claims, promises or statements on behalf of Company.  

    9. Respect the rights of third parties.  Do not post any information or content that may infringe any intellectual property or other right of any third party.  Company requires you to have the proper permissions in order to post the names, trademarks, logos, images, photographs, videos, music, artwork, writings, text and all other materials of third parties.  If you are using any third party content, confirm that you have the right to use all materials before you post or otherwise use them.  When posting comments or content online, respect the rights of others.  For example:

    o Don’t depict the images of anyone other than yourself, reference other brands or use any third party’s trademarks, logos, or service marks unless you have all necessary permissions to do so.

    o Don’t cite or reference Company employees, partners, suppliers or retailers that offer Company branded products without Company’ prior written approval.

    o Don’t post or repost/republish any third‐party content (e.g., photos, videos) without written permission from the person or entity that owns the content and any persons depicted or referenced in the content.

    
    

    1. Do not use Company brands, trademarks, logos or other materials without permission.  You may only use Company materials that we expressly provide to you in connection with your Services.  You must have prior written approval from us before you can post, or otherwise use any other materials including, Company brands, logo, trademarks, graphics, videos, artwork, and other content or materials owned or controlled by Company.  If we give you permission to use certain Company content (which permission must be in writing), you must use it only as specifically permitted and subject to the terms and conditions we provide, including, without limitation, posting copyright, trademark and other notices.  

    
    

    1. Obey the law.  All information, content or other materials posted by you must be in compliance with all applicable local, state or federal laws or regulations, including intellectual property, contractual, confidentiality or personal (including privacy and defamation) rights.  

    o Special Legal Considerations for Data Collection: 

    
    

    • It is your obligation to comply with the Children’s Online Privacy Protection Act (“COPPA”).  To ensure compliance, you are not permitted to collect personal information (“PII”) (e.g., email address, home address, full name, photos, videos and persistent identifiers) online from children under thirteen (13) years of age, without obtain their parent’s verifiable consent (as specifically required by COPPA).  You are responsible for knowing when you are engaging with children, either from a reasonable expectation of that a significant number of children are visiting an online venue or if you are provided with actual knowledge that a child is engaging with you (e.g., a posted picture depicts the young child, or the child posts about his/her elementary school, etc.).  If your social media activities seek to collect PII and you know you are likely to be engaging with children, you must notify Company immediately.

    • Respect Platform and Venue Rules:  Follow the terms and conditions of use, and any other applicable rules, that have been established by each platform and venue used by you during your Services.  For example, Snapchat, YouTube, Facebook, Instagram and Twitter, and practically all other social media venues, each have their own terms of use, which govern the terms and conditions under which the venue may be used for both commercial and non-commercial purposes by third parties and you must comply with all platform terms and privacy notices.

    • Follow Instructions.  Company may give you additional instructions from time to time which you must follow in connection with your activities in connection with your Services.

    
    

24. Keep it clean and respect your audience.  Your communications mentioning or on behalf of Company should never be offensive.  Cursing, flaming, insulting comments, personal attacks, or similar actions are prohibited.  Company values diversity and opposes any bullying, harassment or discrimination of any kind.  Without limitation, your Company publicity may not include any negative comments that are connected to race, national origin, gender, sexual orientation or physical handicap or that are defamatory, libelous, slanderous, indecent, obscene, pornographic or sexually explicit.  Also, Company is a family friendly brand.  Thus, you must maintain your blog, website and Services in a manner appropriate for a family audience and will not be rude or abusive and you will not advertise or otherwise promote adult products (e.g., guns, alcohol, tobacco, pornography) or other mature viewer products/services on your blog or elsewhere during the Term.

25. Do not use Company brands, trademarks, logos or other materials without permission.  You may only use Company materials that we expressly provide to you in connection with your Services.  You must have prior written approval from us before you can post, or otherwise use any other materials including, Company brands, logo, trademarks, graphics, videos, artwork, and other content or materials owned or controlled by Company.  If we give you permission to use certain Company content (which permission must be in writing), you must use it only as specifically permitted and subject to the terms and conditions we provide, including, without limitation, posting copyright, trademark and other notices.  

26. Obey the law.  All information, content or other materials posted by you must be in compliance with all applicable local, state or federal laws or regulations, including intellectual property, contractual, confidentiality or personal (including privacy and defamation) rights.  

27.   Special Legal Considerations for Data Collection: 

28. It is your obligation to comply with the Children’s Online Privacy Protection Act (“COPPA”).  To ensure compliance, you are not permitted to collect personal information (“PII”) (e.g., email address, home address, full name, photos, videos and persistent identifiers) online from children under thirteen (13) years of age, without obtain their parent’s verifiable consent (as specifically required by COPPA).  You are responsible for knowing when you are engaging with children, either from a reasonable expectation of that a significant number of children are visiting an online venue or if you are provided with actual knowledge that a child is engaging with you (e.g., a posted picture depicts the young child, or the child posts about his/her elementary school, etc.).  If your social media activities seek to collect PII and you know you are likely to be engaging with children, you must notify Company immediately.

29. Respect Platform and Venue Rules:  Follow the terms and conditions of use, and any other applicable rules, that have been established by each platform and venue used by you during your Services.  For example, Snapchat, YouTube, Facebook, Instagram and Twitter, and practically all other social media venues, each have their own terms of use, which govern the terms and conditions under which the venue may be used for both commercial and non-commercial purposes by third parties and you must comply with all platform terms and privacy notices.

30. Follow Instructions.  Company may give you additional instructions from time to time which you must follow in connection with your activities in connection with your Services.
    

Confidentiality.  Influencer shall keep all non-public information that Company provides, including the terms of this Agreement, strictly confidential; provided that Influencer shall be permitted to disclose such information to Influencer’s professional representatives, as required by law and/or to enforce the terms of this Agreement.  

Influencer agrees that during the Term and 30 days thereafter, they will not directly or indirectly, (x) engage in any business for their own account that would render the Influencer as a Direct Competitor (as defined below), (y) enter the employ of, render any services to, acquire a financial interest in, or otherwise become actively involved with, a Direct Competitor, or (z) interfere with business relationships (whether formed before or after the date of this Agreement) between the Company and customers or suppliers of, or consultants to, the Company that were engaged in, or were immediate prospects for engaging in, business with the Company before Influencer’s engagement by the Company was terminated.  For purposes of this paragraph, the Company shall be construed to include the Company and its subsidiaries and affiliates. For purposes of this paragraph, “Direct Competitor” shall mean any person, entity or subsidiary of an entity that is engaged in any business that competes with any line of business undertaken by the Company during the Term.

Influencer agrees that during the Term and 30 days thereafter, they will not, directly or indirectly, solicit or encourage to cease to work with the Company, any person or entity that is a client, customer, supplier or contractor of the Company or who was a client, customer, supplier or contractor of the Company within the six (6)-month period preceding the Term, without the Company’s prior written consent