CAMPAIGN TERMS AND CONDITIONS

These Campaign Terms and Conditions apply to any Statement of Work for a campaign toward content creation services entered into between you (“Company”) and Socialez Inc., a Canadian corporation with offices at Saint Denis St, Montreal, Quebec H2J 2K9, Canada (“Socialez”), which Statement of Work specifically references these Terms and Conditions.  The Statement of Work referencing these Terms and Conditions, together with these Terms and Conditions are collectively referred to herein as the “Agreement” between Company and Socialez regarding the services to be provided to Company by Socialez as described in such Statement of Work.

1. Certain Definitions:  In addition to capitalized, bolded and underlined terms defined elsewhere in this Agreement, the following terms will have the following meanings when used in this Agreement:
   1. “UGC” designates the creation of video or photo or text content, produced by an individual or a company with the aim of being made public and distributed.
   2. “Video” a recording of moving visual images made digitally or on videotape.
   3. “Content” means any and all text, images, photographs, audiovisual works, sound recordings, musical works (including when embodied in sound recordings or audiovisual works) and/or any other works subject to protection under the laws of the Canadian or any foreign jurisdiction, including, without limitation, patent, trademark, trade secret and/or copyright laws, and any other content uploaded to the Platform by Creators in connection with a Campaign and specifically made available for Company’s download via the Platform.
   4. “Creator” means any individual that creates or provides Content to Socialez (i) via the Platform or (ii) otherwise in connection with this Agreement, any SOW or any Campaign.
   5.  “Platform” means Socialez’s online platform, created, operated and owned by Socialez, that, among other things, enables Company to view and download Content, and create new Campaigns, which the Company may access at https://app.socialez.io.
   6. “Services” means the services that are provided by Socialez to Company pursuant to this Agreement or any SOW.
   7. “Social Media” means Facebook, Twitter, Instagram, YouTube, Snapchat and other social media platforms.
   8. “Statement of Work” or “SOW” means a statement of work for a Campaign and any addenda, exhibits or supplements thereto.
   9. “Term” has the meaning set forth in Section 6.
   10. “Territory” means the world, unless otherwise specified in an SOW.
   11. “Under 18 Content” means any Content (i) provided by a Creator that was under 18 years old at the time such Content was provided to Socialez, or (ii) that features an individual that was under 18 years old at the time such Content was created.
   12. “Use” means to download, reproduce, publicly display, publicly perform, transmit, modify, create derivative works of and otherwise use Content in any and all media, whether now known or hereafter created.
2. Proprietary Rights and Licenses:
   1. License Grants to Company.  Subject to the terms and conditions of this Agreement Socialez hereby grants to Company (i) a non-exclusive, non-sublicenseable (except as provided for in an SOW), non-transferable (subject to Section 12(b)) right and license in the Territory during the Term, to access and utilize the Platform, create Campaigns and receive and otherwise access the Services solely for the purposes of initiating Campaigns and accessing Content submitted in response to Campaigns, (ii) an exclusive, non-sublicensable (except as provided for in an SOW), non-transferable (subject to Section 12(b)) right and license in the Territory during the applicable Campaign Period, to Use Content solely for the purpose and subject to the limitations and restrictions set forth in the applicable SOW, and (iii) a non-exclusive, non-sublicenseable (except as provided for in an SOW), non-transferable (subject to Section 12(b)) right and license in the Territory during the Term, to Use Creators’ names, likenesses, images, voice, online identities (e.g., nicknames, user names, handles), biographical information, statements attributable to Creators and any and all other indicia of personality utilized in connection with the applicable Content and to identify Creators as the source of the Content.  Notwithstanding the Term limitations set forth above, Company shall have the right to display the Content published by Company during the Campaign Period in perpetuity and Company shall not be required to delete any historical posts displaying the Content after the end of the Campaign Period.
   2. License Grants to Socialez.  Subject to the terms and conditions of this Agreement, Company grants Socialez a non-exclusive, non-sublicenseable (except as set forth in Section 2(c)), non-transferable (subject to Section 12(b)), worldwide right and license to use Company’s trademarks, trade names, trade dress, service marks, and logos (“Company Marks”) solely to the extent (i) necessary to grant the sublicense set forth in Section 2(c), and (ii) such Company Marks appear in or are otherwise incorporated in Content contained or displayed in the Platform as authorized pursuant to this Agreement.  Except as set forth in this Section 2(b), nothing contained in this Agreement will grant or will be deemed to grant to Socialez or any Creator any right, title, or interest in or to the Company Marks.  All uses of the Company Marks and related goodwill will inure solely to Company, and Socialez will obtain no rights or goodwill with respect to any of the Company Marks, other than as expressly set forth in this Agreement, and Socialez irrevocably assigns to Company all such right, title, interest, and goodwill, if any, in any of the Company Marks.
   3. Creator Licenses.  Notwithstanding anything contained elsewhere in this Agreement, Company acknowledges and agrees that Socialez may grant Creators a non-exclusive, non-sublicenseable, non-transferable, fully paid-up worldwide right and sublicense to (i) reproduce, incorporate, and otherwise use Company Marks solely in Content, (ii) use Company Marks at Company’s direction pursuant to a Campaign, (iii) use Company Marks in Creator posts on Social Media that include Content, and (iv) post Content on Social Media.
   4. Intellectual Property Ownership.  The parties acknowledge and agree that, as between the parties, subject to the licenses granted to Company under Section 2(a), Socialez is the exclusive owner of and retains all rights, including all proprietary and intellectual property rights existing now or in the future, of the Content, the Platform and the Services, including any and all intellectual property or work product created in connection with this Agreement (collectively “Socialez IP”). Notwithstanding the foregoing, the parties acknowledge and agree that, as between the parties, Company is the exclusive owner of the Company Marks, including any Company Marks incorporated into Content.
3. Access to Content:  Within 30 days of the expiration or termination of a Campaign Period, the Content of a Campaign will be removed from the Platform and Company will no longer have access to such Content for download (unless there is a Content Shortfall as set forth in Section 4(d)).  Company is solely responsible for downloading all Content Company wishes to maintain prior to the expiration of such 30-day period.  Socialez will use reasonable efforts to provide Company with electronic notice at least five (5) days prior to the removal of Campaign-specific Content from the Platform.
4. Fees and Payment:
   1. Fees.  In consideration for the Services, access to the Platform, and the licenses and rights granted by Socialez under the Agreement, Company agrees to pay the fees set forth in each SOW (the “Fees”).
   2. Payment.  Unless otherwise set forth in an applicable SOW, the Company shall pay the total aggregate Fees under an SOW within 30 days after the date of execution of such SOW.  All payments shall be made in U.S. Dollars in immediately available funds.  Payments will be made to Socialez pursuant to the method indicated in the SOW.
   3. Late Payment.  Any payments or portions thereof due hereunder which are not paid when due shall be subject to a late payment charge equal to three percent (3%) per month, or the maximum rate permitted by applicable law, calculated on the number of days such payment is delinquent.  In the event that Company is late on any payments due hereunder, Socialez shall be under no obligation to supply additional Services until such overdue amounts are paid in full.  This Section 4(c) shall in no way limit any other remedies available to Socialez.
   4. Content Shortfall. The parties acknowledge and agree that it will not be deemed a material breach of the Agreement if Socialez does not provide all Content agreed upon in an SOW for a certain Campaign by the end of the Campaign Period (“Content Shortfall”). If there is a Content Shortfall, then Socialez will have 30 days from the end of the applicable Campaign Period to provide Company with all missing Content.
5. Certain Representations, Warranties and Covenants:
   1. Mutual Representations and Warranties.  As of the Effective Date and during the Term, each party hereto represents, warrants and covenants that it has the full right, power, and authority to enter into and fully perform this Agreement, and to grant the rights granted herein, in accordance with its terms, and that the person executing this Agreement on behalf of such party is authorized to do so.
   2. Socialez Representations and Warranties.  Socialez represents, warrants and covenants that (i) it has obtained as of the Effective Date, and will obtain throughout the Term, all authority and third party rights, clearances, and consents necessary for Socialez to provide Company with access to the Platform and the Services; (ii) the Platform and the Services do not and will not infringe, violate, or misappropriate any Canadian intellectual property rights of any third party; and (iii) its and its Third Party Contractors’ execution, delivery and performance under or of this Agreement will not violate the provisions of any agreement to which it is a party, or any applicable law.  Notwithstanding anything to the contrary in this Agreement, the parties acknowledge and agree that Socialez makes no representations, warranties or covenants with respect to Under 18 Content.  Upon written request by Company (or if so specified in the applicable SOW), Socialez shall use commercially reasonable efforts to exclude Under 18 Content from any Content or Campaigns that are part of the Services provided to Company.  Company acknowledges that subject to the above requirement, the inadvertent inclusion of Under 18 Content in any Content shall not be considered a breach of this Agreement.
   3. Company Representations and Warranties.  Company represents, warrants and covenants that (i) it is not involved in litigation, arbitration, or any other claim and knows of no pending litigation, arbitration, other claim, or fact that may be the basis of any claim regarding any Campaign, the Platform or the Content, (ii) its execution, delivery and performance under or of this Agreement, its use of Content and the Platform, and its conducting of Campaigns will not violate the provisions of (1) any agreement to which it is a party, (2) applicable Social Media terms and conditions, or (3) any applicable Laws, and (iii) its Use of Content will be solely in accordance with the grant of rights set forth in this Agreement and for no other purpose without Socialez’s prior written consent, which may be withheld for any or no reason.
   4. Disclaimers.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SOCIALEZ PROVIDES THE SERVICES AND PLATFORM “AS IS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. SOCIALEZ IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM TO COMPANY RESULTING FROM COMPANY’S USE OF THE CONTENT, PLATFORM OR SERVICES NOT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
6. Term: The term of the Agreement (“Term”) shall commence upon the Effective Date and continue for the duration of the Campaign Period as set forth on the Statement of Work to which this Agreement applies.
7. Termination:

1. Without limiting any other remedy available at law or in equity, either party may terminate the Agreement in the event of any material breach of the Agreement by the other party that is not remedied within thirty (30) days after written notice is provided to the breaching party.  To the extent permitted by applicable law, and without limitation, the occurrence of any of the following events shall be considered a material breach of and default under the Agreement: (1) dissolution of and/or the liquidation of all of the assets of the other party; (2) the filing of a petition in bankruptcy or insolvency or for an arrangement or reorganization by, for or against the other party, which is not dismissed within ninety (90) days; (3) the appointment of a receiver or trustee for all or a portion of the assets of the other party, which is not dismissed or removed within ninety (90) days; or (4) the other party’s assignment of assets for the benefit of creditors, which are not returned or reversed within ninety (90) days.  Company may not terminate the Agreement due to a Content Shortfall (as set forth in Section 4(d)).  Any of the foregoing cure periods will not apply to material breaches that are incapable of being cured.
2. The termination or expiration of the Agreement shall not affect those provisions, representations, warranties and other obligations that by their nature survive the end of the Agreement.

• Upon termination or expiration of the Agreement, Company will pay Socialez any and all outstanding Fees.

1. Upon termination or expiration of the Agreement, all licenses and rights granted to Company to access the Platform or download Content will immediately terminate, provided that Company shall continue to have the right, pursuant to the grant in Section 2(a), to Use Content solely for the purpose set forth in the applicable SOW for the duration of the applicable Campaign Period, subject to the limitations and restrictions set forth in the applicable SOW.
2. Upon termination or expiration of the Agreement, both parties will, return or destroy or return (at the other party’s option) all Confidential Information of the other party.

1. Indemnification and Insurance:
   1. Socialez’s Indemnity.  Socialez agrees to defend, indemnify, and hold harmless Company, its subsidiaries, its Affiliates, successors, agents, attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing (collectively, “Company Parties”), from and against any and all Losses arising out of any third-party claim, allegation, action, demand, proceeding or suit (collectively, “Claims”) against any of the Company Parties that arise directly or indirectly out of (i) infringement or violation of a third party’s intellectual property rights by the Platform, Content or Services; (ii) any facts that, if true, would constitute, a breach by Socialez of the Agreement, including any warranty or representation herein  (but, in each case (i) and (ii), excluding Claims directly or indirectly related to Under 18 Content). This Section states the sole liability of Socialez, and the sole remedy of any Company Party, with respect to any third-party claim arising out of any Campaign, the Content, the Platform or the Services.   Socialez’s obligations to indemnify will not apply to claims to the extent arising from (i) Company’s use of the Service, the Content or the Platform in violation of applicable Law or the Agreement; (ii) the combination, operation or use of the Service, Content or Platform with any intellectual property, technology product or service not provided or authorized in writing by Socialez.
   2. Company’s Indemnity.  Company agrees to defend, indemnify, and hold harmless Socialez, its subsidiaries, its Affiliates, successors, agents, attorneys and assigns, and the officers, directors, shareholders, contractors, members and employees of the foregoing (collectively, “Socialez Parties”), from and against any and all Losses arising out of any Claims against any of the Socialez Parties that arise directly or indirectly out of: (i) any facts that, if true, would constitute, a breach by Company of the Agreement; (ii) Company’s conducting a Campaign or otherwise using Content; and (iii) Socialez’s use of Company Marks, provided that Socialez’s use of such marks was in compliance with the terms of the Agreement. Company acknowledges and agrees that Socialez shall not be liable for any infringement claims brought forth by a third-party arising out of any video content moderated by Socialez that contains music. Company shall be solely liable for any such claims brought forth by any third party.
   3. Indemnification Procedures.  The persons and entities entitled to be indemnified under Sections 8(a) and 8(b) (individually and collectively, the “Indemnitee”) shall (i) promptly inform the party obligated to provide indemnification under such sections (the “Indemnifying Party”) of each Claim with respect to which it seeks indemnity, provided, however, that the failure of the Indemnitee to provide such prompt notice will not relieve the Indemnifying Party of its obligations under this Section 8 unless such failure of prompt notice has materially prejudiced the Indemnifying Party’s defense of such Claim, (ii) furnish to the Indemnifying Party a copy of each written communication, notice or other action related to such Claim, suit or proceeding, and (iii) give the Indemnifying Party the authority, information and reasonable assistance necessary to settle or litigate such Claim, using counsel selected by the Indemnifying Party (provided, however, that the Indemnitee shall have the opportunity to participate in the defense of such Claim with counsel of its choice, at the Indemnitee’s sole cost).  Any settlement of any such Claim by the Indemnifying Party that imposes any requirements on the Indemnitee or which involves agreements other than the payment of money by the Indemnifying Party and receipt of a full release for the benefit of the Indemnifying Party and the lndemnitee shall be subject to the Indemnitee’s written consent, not to be unreasonably withheld, conditioned or delayed.
   4. Insurance:  Throughout the Term, Socialez shall maintain in effect (i) Commercial General Liability insurance providing damage liability coverage, subject to a combined single limit of $2,000,000 per occurrence and $5,000,000 aggregate when combined with umbrella, (ii) Workman’s Compensation at statutory limits and Employer Liability, subject to a limit of $1,000,000 each accident, $1,000,000 policy limit and $1,000,000 each employee, (iii) Automobile Liability subject to a combined single limit of $2,000,000 and (iv) Errors and Omissions subject to a combined single limit of $5,000,000 which includes Media Liability coverage. Such insurance shall include Company as an additional insured. Within thirty (30) days of the Effective Date, Socialez shall furnish Company with certificates of insurance as evidence that the foregoing policy providing the required coverage and limits of insurance is in effect. The certificates shall provide not less than thirty (30) days advance notice to be given in writing to Company prior to cancellation of said insurance.
   5. Limitation of Liability.  WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF THE PARTIES PURSUANT TO THE FOREGOING PROVISIONS OF THIS SECTION 8 AND OTHER THAN AS A RESULT OF A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  UNDER NO CIRCUMSTANCES WILL SOCIALEZ’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF THE INSURANCE COVERAGE MAINTAINED BY SOCIALEZ AS SET FORTH IN SECTION 8(d).
2. Confidentiality:  For the purposes of the Agreement, « Confidential Information«  shall mean the terms of the Agreement (including this Master Services Agreement and each SOW) and any non-public information, data, reports, or other materials provided by one party to the other under or in connection with the Agreement (other than information expressly intended for public dissemination), and any other information the receiving party should reasonably have understood under the circumstances should be treated as confidential, whether or not the specific designation « confidential » or any similar designation is used, such as royalty reports, and similar information. Notwithstanding any other provisions of this Agreement (including, without limitation, the exceptions to confidentiality described in this Section 9 below), Socialez’s Confidential Information shall include a Creator’s identity, contact information, and any other information related thereto, in each case, obtained in connection with this Agreement, any SOW or any Campaign (including without limitation via the Platform) (collectively, “Creator Information”).  Except with the prior written consent of the disclosing party, neither party shall use or disclose any Confidential Information other than (a) to such party’s attorneys, accountants and financial representatives under a duty of confidentiality as may be reasonably necessary in order to receive their professional advice, (b) to such party’s employees and contractors who have a need to know for the purposes of the Agreement, and (c) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing party in order to afford such non-disclosing party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability). In addition, the Agreement may be disclosed in contemplation of any merger or sale of all or a substantial portion of a party’s assets or securities, subject to a nonuse and nondisclosure agreement consistent with the provisions of this Section 9.  Except with respect to Creator Information, nothing in the Agreement shall prohibit or limit either party’s use or disclosure of information (i) previously known to it by lawful means without obligation of confidence, (ii) independently developed by or for it without use of or access to the other party’s Confidential Information, (iii) acquired by it from a third party which, to the reasonable knowledge of the receiving party, is not under an obligation of confidence with respect to such information, (iv) which is or becomes publicly available through no breach of the Agreement or (v) that is required to be disclosed by operation of law, court order or other governmental demand (subject to the notice requirement in clause (c) of this Section 9).  The obligations of this Section 9 survive the termination or expiration of the Agreement.
3. Notices:  All notices under the Agreement must be in writing in order to be effective, and will be delivered to the address specified on the applicable Statement of Work.
4. Dispute Resolution:  Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator shall be binding and may be entered in any court having jurisdiction thereof.  Either party may, at any time by providing thirty (30) days advance written notice to the other, submit their dispute to arbitration.  The arbitration shall be held in such location as both parties mutually agree, and if they cannot agree, then the arbitration shall be held in the home jurisdiction of the respondent party.  The arbitration shall be conducted in English by one arbitrator mutually acceptable to the parties selected in accordance with AAA Rules.  The arbitrator shall not have the power to award any punitive damages or any damages excluded by this Agreement.  The parties agree that they shall share equally the cost of the arbitration filing and hearing fees, and the cost of the arbitrator.  Each party shall bear its own attorneys’ fees and associated costs and expenses.
5. Miscellaneous: (a) This Agreement is made in accordance with and will be governed and construed under the Laws of the State of California, without reference its conflicts of laws principles.  (b) Neither Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor in interest pursuant to a transfer, sale or divestiture of substantially all of its business to which this Agreement pertains or in the event of its spin-off, merger or consolidation with a third party.  Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.  (c) A party’s failure to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of such party’s right to subsequently enforce that provision, or any other provisions of this Agreement.  No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.  (d) If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed to replace such invalid, illegal or unenforceable term or provision with a new term or provision that has effect as near as possible to the invalid, illegal or unenforceable term or provision without itself being invalid, illegal or unenforceable.  (e) Neither party shall be held responsible for any delay or failure in performance hereunder caused in whole or in part by fire, strike, flood, embargo, labor dispute, delay or failure of any subcontract, act of sabotage, riot, accident, delay of carrier or supplier, internet outages, voluntary or mandatory compliance with any governmental act, regulation or request, act of God or by public enemy, or any act or omission or other cause beyond such party’s control.  (f) The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales Company or employment relationship between Company and Socialez.  (g) This Agreement is the entire agreement between Company and Socialez with respect to the subject matter hereof.  No modification of any of the terms of this Agreement, or any amendments thereto, shall be deemed to be valid unless in writing and signed by an authorized representative of both parties hereto.