Last Updated: June 22, 2026

Terms of Service

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE PLATFORM. IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY, THEN YOU HEREBY REPRESENT AND WARRANT THAT: (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S AND/OR PERSON’S BEHALF AND TO BIND SUCH ENTITY AND/OR PERSON, AND (II) SUCH ENTITY AND/OR PERSON HAS FULL RIGHT, POWER AND AUTHORITY, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

These terms of service (“Terms”) apply to (i) your access to and use of the Platform (as defined below) located at www.creators.authentic.com and all associated web pages, websites, and social media pages, and (ii) any other activity, including campaigns or collaborations with ABG (as defined below) or its affiliates, which incorporate these Terms by reference. “ABG”, “We”, “Us”, or “Our” shall mean ABG-Digital LLC.

EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, BY USING THE PLATFORM OR OTHERWISE AGREEING TO BE BOUND BY THESE TERMS, YOU AGREE TO RESOLVE MOST DISPUTES SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. IF YOU DO NOT WISH TO ARBITRATE DISPUTES, YOU MAY OPT OUT OF ARBITRATION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 13. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR PLATFORM.

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to the Platform or our services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you use the applicable Platform or services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict.

We may make changes to these Terms. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Platform, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Platform after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Platform.

Contents

1. About Our Platform

ABG provides the creators.authentic.com platform (the “Platform”) to help itself and third party partners create and run one or more sponsored marketing campaign(s) (each a “Campaign”) to promote certain intellectual property rights of ABG or participating brands (each a “Brand”), and to connect and collaborate with social media celebrities, influencers, individuals, and other entities (each, a “Creator”). ABG, its affiliates, and related third party partners, including without limitation, its licensing and endorsement partners, when using the Platform for a Campaign, are hereinafter individually and collectively referred to as “Marketer”.

The Platform may be used by Marketer to initiate, create, curate, manage and run a Campaign.

1.1 Campaign

To initiate a Campaign, Marketer may use the Platform to find and collaborate directly with one or more Creators. When Marketer finds one or more Creators on the Platform that Marketer is interested in using for a particular Campaign, such Marketer will submit a request (“Campaign Request”) on the Platform, or otherwise, to the Creator(s) to collaborate, which Campaign Request will outline the proposed commercial terms of the Campaign, and the requirements of the Creator in connection with such Campaign. If Creator accepts the Campaign Request and enters into a Campaign Agreement, Marketer and such Creator may communicate and collaborate with one another via the Platform or, as applicable, via email.

Marketer will work with Creator to design and manage each Campaign and the content produced by Creator for each such Campaign (individually and collectively, “Work Product”). Creators using the Platform shall provide Marketers with the right and opportunity to review and approve any and all Work Product before it is used in a consumer-facing Campaign. Marketer’s silence with respect to any Work Product submitted by Creator shall be deemed Marketer’s disapproval until the time such Work Product is approved by Marketer as described herein. For each Campaign, Creators will only post approved Work Product on social media (“Campaign Content”).

Creators shall be solely responsible for obtaining written clearance of any and all third-party materials and content from all rights holder(s) whose materials are included in any Work Product to be used on or in connection with any Campaign, and for all costs and expenses relating thereto.

Creator’s submission and/or Marketer’s approval of any Work Product to or on the Platform shall not create any obligation on the part of Marketer to use and/or otherwise exploit any such Work Product.

2. Accounts

Creators must register for an account (“Account”) on the Platform and become a member on the Platform (“Member”, “you” and “your”).

2.1 General

If you are an individual who is seeking to register as a Creator, you must be at least 18 years old (or the age of legal majority where you live) and of at least the age required to legally perform all work in and to provide all Work Product for any Campaign including any work associated with a Campaign. By signing up for an Account, you agree to be bound by these Terms and our Privacy Notice. You are solely responsible for ensuring that your use of the Platform is in accordance with these Terms and as permitted by law, rule, regulation or otherwise in your jurisdiction of residence and any and all other applicable jurisdictions. If any such use or access to the Platform is not so permitted by any law or regulation, ABG prohibits any and all such use of and access to the Platform. If you are a corporation, partnership, association or other entity seeking to use or otherwise access the Platform, you hereby agree, represent and warrant that you have the ability to bind the corporation, partnership, association or other business entity to these Terms and our Privacy Notice. Creators agree to provide current, complete and accurate information to the Platform (and ABG and Marketer, as applicable) and to promptly update all Account information to keep it and your Account current, complete and accurate. You may change or update your Account information by using the Platform.

2.2 Creator Account Information

Creator hereby authorizes ABG to obtain certain information about you from each third party social media account (e.g., Instagram), including by way of example, and not limitation, certain personal information, such as your name, profile information, profile picture, social media account metrics, number of followers and any information that you may make publicly available on or through such social media accounts (individually and collectively, “Social Media Information”). ABG may include Social Media Information in your Account in its sole discretion, and this Social Media Information may be visible to other Members, or visitors to the Platform. Each Creator hereby consents to ABG accessing and sharing Creator’s Social Media Information with third parties for the purpose of designing, developing, creating, managing and/or otherwise using or exploiting the Platform and/or Campaigns. For the avoidance of doubt, Creator’s use of any such third-party social media accounts and services is subject to the terms and conditions of those accounts and services.

2.3 Account Confidentiality

Each Member is responsible for maintaining the confidentiality of its Account, including, by way of example and not limitation, Member’s Account information, username and password and ABG strongly recommends that Members do not disclose their username or password to anyone. Members must notify ABG if Members become aware of a potential breach of security of Member’s Account or of the Platform, such as unauthorized disclosure of Member’s username and password. Your Account is unique to you, and you shall not transfer, assign, sub-license, encumber, sell or otherwise dispose of or pledge your Account to another party.

2.4 Account Termination by ABG

Notwithstanding anything to the contrary contained in these Terms or Campaign Agreement (as applicable) ABG may terminate, suspend, or otherwise restrict or prohibit use of and access to the Platform, remove from the Platform hosted content such as your Account, Campaigns, Work Product and Campaign Content, and prohibit you (via technical and legal steps and otherwise) from accessing or using the Platform for any reason or no reason, without prior notice at any time.

2.5 Account Closure by Member

Member Accounts can only be closed once all obligations in association with the Account, including, but not limited to, any ongoing Campaigns, have been fully satisfied and such Member has provided written notice by email to creators@authentic.com and received written confirmation of actual closure from ABG. For more information, please see the ‘Termination and Suspension’ section of the Terms below.

3. Member Conduct and Member Content

3.1 Member Conduct

Members must use their respective access to the Platform in a responsible manner, and at all times in accordance with all applicable laws, rules and regulations, and must respect the rights and privacy of others. Members hereby agree to not to use the Platform to:

Member’s violation of any of the foregoing, or any use by Member of the Platform in breach of any provision of these Terms, which in ABG’s judgment threatens the security, integrity or availability of the Platform, may result in ABG’s immediate suspension of the Platform or any Campaign in whole or in part, in ABG’s sole and absolute discretion. ABG may use commercially reasonable efforts under the circumstances, but shall have no obligation, to provide Member with an opportunity to remedy such violation or threat prior to any such suspension.

3.2 Member Content

The Platform allows Members to interact, upload, post and publish information and content on the Platform or on their social media accounts for a Campaign (individually and collectively, “Member Content”). As between Members and ABG, Members retain ownership rights in or to their Member Content except to the extent provided for herein (including, without limitation, in Section 9 of these Terms or in any Campaign Agreement). By submitting Member Content to the Platform or otherwise as part of a Campaign, Member grants to ABG and Marketers, for as long as you are a Member, a worldwide, royalty-free, fully-paid, irrevocable, transferable, assignable, non-divisible, sub-licensable right and license to use, store, display, reproduce, modify, create derivative works of, perform, print, publish, distribute, commercialize, syndicate, and otherwise exploit the Member Content for the Campaign and in any media or format now known or hereafter developed, including for the purposes of operating, promoting, marketing, and improving the Platform. Once you are no longer a Member, Member grants to ABG and Marketers (and their affiliates), a royalty-free, perpetual, irrevocable, fully-paid, fully assignable, fully transferable, fully sublicensable right and license to utilize the Member Content, in each case, in whole or in part, in all media now known or hereafter developed, throughout the universe as follows: on any one (1) or more of ABG’s, Marketer’s and/or its/their affiliates’ websites, social media accounts and all successor medias thereto, whether now known or hereinafter developed, or otherwise in connection with business, historical and archival purposes (e.g., documentary, commentary, corporate retrospective, data analysis, historical files on websites of ABG, Marketer and/or its affiliates), so-called business-to-business uses and other non-commercial purposes, including by way of example and not limitation ABG’s tradeshows/conventions and meetings and for advertising the Authentic Creators Network, competitions, trade publications and retrospective editorial materials in any form of media. This license survives any termination or expiration of these Terms or any Campaign Agreement.

Each Member hereby agrees and understands that any Member Content posted or provided by Member may be viewed by other Members and the general public and will not be treated as private, proprietary or confidential.

Each Member is solely responsible for the Member Content that it makes available on or through the Platform and each Member hereby represents and warrants to ABG that (i) it owns or has all necessary rights to use the Member Content and grant to ABG the rights granted above; (ii) the provision of the Member Content does not and shall not at any time infringe or violate any patent, copyright, trademark, or other intellectual property right, or any statutory right, contractual right, common law right, right of privacy or publicity, proprietary right or other right of any third party; and (iii) the Member Content, including, without limitation, any and all use of Member Content as contemplated herein does not, and shall not at any time, violate any applicable law, rule or regulation.

ABG reserves the right to delete any and all Member Content that, in ABG’s sole discretion, may violate any law (including trademark and copyright law), rule, or regulation, or that infringes or may infringe upon the rights of any third-party, these Terms of Service, or is abusive, defamatory, obscene or otherwise unacceptable. Each Member shall always remain solely responsible for its Member Content.

ABG does not guarantee to pre-screen, approve or otherwise review Member Content. ABG does not guarantee that the Platform will be free from Member Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable. Even in the event that ABG chooses to monitor or remove any Member Content, ABG assumes, and shall have, no responsibility whatsoever for, or any obligation to monitor or remove, any Member Content.

ABG reserves the right to edit, modify, remove, or refuse to post any Member Content, in whole or in part, or terminate a Member’s Account or right to use or access to any portion of the Platform for any reason or no reason, at any time, in its sole discretion.

3.3 Copyright Policy

ABG respects copyright law and the intellectual property rights of others, and expects the Members to do the same. ABG, as operator of the Platform, may respond to notices of alleged copyright infringement that comply with applicable law and that are properly provided to ABG. In appropriate circumstances, ABG may, but shall have no obligation to, terminate the accounts of Members who are copyright infringers.

4. Campaigns

By agreeing to any Campaign Request, Creator thereby agrees to, and accepts, the terms of the Campaign Request (“Campaign Terms”), which, in addition to and together with these Terms, shall represent a legal and binding agreement, and shall constitute the entire agreement between Creator and Marketer governing all of Creator’s and Marketer’s rights and obligations arising from or related to the Campaign. Each Campaign Agreement shall describe the specifications and design for each Campaign, the Campaign Content to be developed, and such additional terms and conditions, and other information, as shall be required. In the event of a conflict between these Terms, on one hand, and the terms and conditions contained in the Campaign Terms on the other hand, the terms and conditions in the Campaign Terms shall govern. The Campaign Terms, together with the Terms, shall be collectively referred to herein as the “Campaign Agreement”.

Changes to any Campaign Agreement shall not be initiated, and neither party shall incur any obligations with respect thereto, until an amendment to the Campaign Agreement is accepted by both the Marketer and Creator in writing authorizing the change. All Campaign Content and posting of the Campaign Content on social media will be subject at all times to the applicable Marketer’s approval, direction and control, and Creator will abide by all instructions, directions and recommendations given from time to time by such Marketer. This approval process shall not be deemed a legal review, but purely as a process meant to verify that the Campaign Content complies with the Campaign Agreement. Any approval shall not waive, diminish or negate Creator’s indemnification obligations to Marketer under the Terms or the Campaign Agreement.

Creator reserves the right to decline any Campaign Request for any reason whatsoever.

In consideration of the Campaign Content, the services to be provided by Creator, and the rights granted by Creator to Marketer in the Campaign Agreement(s), each applicable Marketer agrees to pay each applicable Creator a fee (the “Creator Fee”) as provided in the Campaign Agreement between such Marketer and Creator in accordance with the payment schedule set forth in the Campaign Agreement. The Creator Fee, or the applicable portion thereof, shall be deemed to have been earned by Creator once the applicable Campaign Content has been approved by Marketer on the Platform or through some other Marketer designated approval process.

5. Creator Payment Terms

Unless otherwise stated in the Campaign Terms, Marketer shall pay Creator Fees to Creators on or before the forty-fifth (45th) day after the date the applicable Creator Fees are earned, as set forth herein. Payments to Creators will be made by the method identified by Creator in the Creator’s Account. Each Creator is required to provide and maintain complete, correct and up-to-date payment information and any Creator’s failure to do so shall be such Creator’s responsibility and may result in, among other things, such Creator’s failure to receive Creator Fees. No Marketer shall be liable for any Creator’s failure to receive payment of any Creator Fee in the event such Creator failed to provide or maintain complete, correct and current payment information. Notwithstanding the foregoing, ABG and/or Marketer reserves the right to withhold, offset, or clawback any Creator Fees (including previously paid amounts) in the event of: (a) Creator’s material breach of these Terms or any Campaign Agreement; (b) a determination by ABG or Marketer that the Campaign Content violated applicable law, regulation, or platform policies; (c) fraudulent, misleading, or artificially inflated engagement metrics; (d) Creator’s failure to maintain Campaign Content for the required posting period; or (e) any third-party claim, chargeback, or regulatory action arising from Creator’s Campaign Content or conduct.

6. Currency and Processing Fees

All amounts on the Platform are listed in U.S. Dollars and all payments to Creators shall be made in U.S. Dollars. Marketers are not responsible for currency exchange rates, currency rate fluctuations, or any processing fees charged by any payment processors, including PayPal. In the event that any Creator has any payment or other issues or disputes with any payment processors (e.g., PayPal, etc.), or with any other Creator, as applicable, it shall look to such payment processor, or such other Creator, as applicable, for satisfaction, of such issues or disputes and ABG and ABG Parties shall have no liability whatsoever with respect thereto.

7. Taxes

Members are responsible for determining whether any applicable income tax, goods and services tax or other taxes apply to any payments made or received by a Member relating to its use of the Platform, including, without limitation, in connection with any Campaign or Campaign Agreement. Members shall collect, report, and remit the correct tax to the appropriate tax authority. If a Member is required to charge or withhold tax in respect of any fees associated with a Campaign, such Member is solely responsible for doing so and, as applicable, including taxes charged in any Campaign (e.g., Campaign Fees).

8. Posted Content

If Creator is required to post Campaign Content to social media channels as part of a Campaign, Creator shall not delete any Campaign Content that it has posted on a social media channel for at least thirty (30) days from the date that such Campaign Content was posted, subject to the terms and conditions of the applicable Campaign Agreement, or unless otherwise instructed pursuant to these Terms.

9. Grant of Rights and Ownership

9.1 Ownership of Campaign Content

Creator hereby acknowledges that ABG and Marketer are the owners of all intellectual property rights (including, without limitation, copyright, patent and trademark rights), whether now known or hereafter devised, in and to any and all Campaign Content and all other materials of any sort or kind utilizing, or any rights arising out of any of the Marketer Property, including all such materials developed by Creator and all goodwill that is attached or may become attached to the foregoing (all of the foregoing, together with all other rights of Marketer, the “Marketer Rights”), and title thereto is and shall be in the name of Marketer or Marketer’s designees, as applicable. With respect to any Marketer Rights that are developed or created by or on behalf of Marketer hereunder, whether in connection with the Campaign Content or otherwise (e.g., any and all additions to, and new renderings, modifications or embellishments of the Marketer Property), the same shall, notwithstanding such use, development or creation by or on behalf of Creator, be and remain the sole and exclusive property of Marketer or Marketer’s designees, as follows: (I) to the extent any of the foregoing qualify as ‘works of authorship’ as such term is used in Section 102 et seq. of the United States Copyright Act, Title 17, United States Code (“Copyright Act”), then the same shall be deemed a “work made for hire” as defined in Section 101 et seq. of the Copyright Act; or (II) to the extent any of the foregoing are not deemed a “work made for hire” pursuant to the Copyright Act (e.g., inventions, etc.), then Creator hereby irrevocably assigns to Marketer all right, title and interest in and to the same.

During the Term of any Campaign Agreement and at any time thereafter, Creator will not use, display, license, or otherwise exploit the Campaign Content except as expressly permitted in the applicable Campaign Agreement. Creator acknowledges that any unauthorized use of Campaign Content shall constitute a material breach entitling Marketer to injunctive relief without the necessity of proving actual damages or posting any bond.

9.2 Rights Granted to Marketer

Creator hereby confirms that Marketer shall own all Marketer Rights. Without limiting the generality of anything in these Terms to the extent any rights in or to any Campaign Content are not Marketer Rights, Creator hereby grants to ABG, the Marketer and their subsidiaries, affiliates, successors, assigns and/or licensees, a non-exclusive, royalty-free, unrestricted, perpetual, irrevocable, sublicensable, assignable and unlimited right and permission, but not the obligation, to utilize, distribute, publish, exhibit, digitize, post, broadcast, display, reproduce, prepare derivative works of, and otherwise exploit the Campaign Content as it appears when posted, including without limitation, Creator’s name, nickname, business name, image, likeness, picture, persona, voice, signature, biography, trademarks and/or logos (“Creator Publicity Rights”) as embodied in the Campaign Content, in any and all manner and media now in existence and/or hereinafter devised, throughout the world, for uses deemed by Marketer or its subsidiaries, affiliates, successors, assigns or licensees, in their sole discretion, for the purpose of furthering its business objectives. For greater certainty, this includes use of the Campaign Content in a portfolio of work to market the Platform, and permits use in any one (1) or more of ABG’s, Marketer’s and/or its/their affiliates’ websites, social media accounts and all successor medias thereto, whether now known or hereinafter developed, or otherwise in connection with business, historical and archival purposes (e.g., documentary, commentary, corporate retrospective, data analysis, historical files on websites of ABG, Marketer and/or its affiliates), so-called business-to-business uses and other non-commercial purposes, including by way of example and not limitation ABG’s tradeshows/conventions and meetings and for advertising the Authentic Creators Network, competitions, trade publications and retrospective editorial materials in any form of media.

9.3 No Attack

Creator shall not, during the term of any Campaign Agreement or at any time thereafter: (a) attack or challenge, or lend assistance to or encourage any third party in connection with an attack or challenge, any other right, title or interest of any Marketer in and to any such Marketer’s company name or Marketer Property (including, without limitation, copyrights, trademarks and/or patents), whether by way of: (i) any application for and/or an opposition against any intellectual property rights relating to the Marketer Rights, (ii) adoption of any intellectual property rights confusingly similar to, or that infringe, any of the Marketer Rights, or (iii) any lawsuit, cancellation proceeding or action, or otherwise, or (iv) represent in any filing, presentation, document or other statement, whether written or verbal, that Creator or any third party is the owner of any Marketer Rights, or (iv) use or display any Marketer Rights except as expressly permitted in the applicable Campaign Agreement; or (b) misuse, disparage or bring into disrepute any Marketer’s name and/or Marketer Property, nor shall Creator make any negative, false or unfavorable statements concerning any Marketer or Marketer Property.

9.4 License by Member to use Feedback

Member grants to ABG a worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and incorporate into the Platform (and any successor platform or service) any suggestion, enhancement request, recommendation, correction, idea, concept, technique, or other feedback provided by Member relating to the operation of the Platform or any Campaign (collectively, “Feedback”). Member acknowledges that ABG shall own all right, title, and interest in any improvements, features, or developments based on or incorporating such Feedback, and Member hereby assigns to ABG all rights in such Feedback to the extent not already licensed above.

10. Confidentiality

For purposes of these Terms, “Confidential Information” shall be defined as, with respect to each party hereto: non-public and/or proprietary information relating to a party’s business or operations, which information may be written, oral or maintained in electronic or any other form, which information is obtained, received, developed or derived by such party hereto, either directly or indirectly, by any means of communication or expression, prior to or during the term of these Terms, and shall include, without limitation: (i) finances, technology or other technical data, trade secrets, inventions, processes, formulas and know-how, (ii) designs, drawings, services, products, product plans, product development, marketing, marketing plans and information, customers, potential business partners, market information, suppliers, vendors, retailers, manufacturers, factories, (iii) all documents, analyses, reports, research, business plans, studies, diagrams, marketing information or other materials that contain information. All Confidential Information is and shall remain the property of the disclosing party.

Creator shall maintain the confidentiality of all Confidential Information disclosed to it by Marketers and shall take all necessary precautions against unauthorized disclosure of the Confidential Information. Creator shall not directly or indirectly disclose, allow access to, transmit or transfer any Confidential Information to any third party without the prior written consent of the Marketer who owns or disclosed to Creator such Confidential Information in each instance. Upon a Marketer’s request, and in any event upon the termination or expiration of a Campaign and/or Campaign Agreement, Creator shall immediately return to the applicable Marketer all materials, including Work Product, containing any Confidential Information which are in Creator’s possession or under its control.

11. Creator Disclosure

In certain jurisdictions, the law requires Creators to disclose when posts are paid for, or other compensation is given, by a Marketer (which compensation may include payments in cash, free or discounted products, trips, meals, or other incentives), and also when the Creator has any other material connection to a Marketer (for example, a partnership or other interest in the Marketer’s company). Creator hereby agrees to comply with any and all applicable laws, rules, regulations and other legal requirements and disclosures with respect to the performance of Creator’s obligations under each applicable Campaign Agreement, including, without limitation, those relating to endorsements, promotions, sponsored posts, including, but not limited to, the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255), the FTC Act (15 U.S.C. § 41 et seq.), applicable state consumer protection statutes, and any analogous international regulations. Creator shall ensure that all required disclosures (e.g., #ad, #paid, #sponsored, or such other disclosure as required by applicable law) are conspicuously displayed within each post in accordance with applicable FTC guidance, including placement above the fold and before any “see more” link, and in a manner that is clear, unambiguous, and unavoidable to the average consumer. Creator further represents and warrants that all claims, testimonials, and endorsements in Campaign Content reflect Creator’s honest opinions, findings, beliefs, or experience and are not deceptive or misleading.

The foregoing is provided for informational purposes only, and does not constitute legal advice. It is the sole and exclusive obligation of the Creator to consult its own, professional, legal advisors, and ensure the compliance of all posts in the applicable jurisdiction(s). The foregoing Creator disclosure obligation is a mandatory and material term of all Campaign Agreements. Creator acknowledges that Marketers are relying on Creator’s compliance with all applicable disclosure requirements and that any failure by Creator to comply shall constitute a material breach of these Terms. Marketer shall have no liability whatsoever for Creator’s failure to make adequate disclosures, and Creator shall indemnify and hold harmless Marketer and the ABG Parties from any claims, fines, penalties, or enforcement actions by the FTC, state attorneys general, or any other regulatory body arising from Creator’s failure to comply with applicable endorsement and disclosure laws.

12. Representations and Warranties

Creator represents and warrants to Marketer that:

13. Disputes

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND ABG PARTIES, AS DEFINED BELOW, TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND ABG PARTIES FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. YOU ARE WAIVING THE RIGHT TO TRIAL BY A JURY.

THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

FOLLOW THE INSTRUCTIONS BELOW, IN SECTION 13(J), IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS AGREEMENT.

13(a) Claims This Section Applies To

The dispute resolution and binding arbitration terms in this Section 13 apply to all Claims between you and ABG Parties. A “Claim” is any dispute, claim, or controversy (excluding those exceptions listed below) between you and ABG Parties, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, that either party wishes to seek legal recourse for and that arises from or relates to this agreement, or the Platform, including any privacy or data security claims or claims related to the validity, enforceability, or scope of the arbitration requirement or any portion of it.

13(b) Informal Dispute Resolution Prior to Arbitration

If you have a Claim against ABG Parties or if any ABG Parties have a Claim against you, you agree to first attempt to resolve the Claim informally in order to try and resolve the Claim faster and reduce costs for both parties. You will make a good-faith effort to negotiate the resolution of any Claim for 45 days, or such longer period as mutually agreed in writing (email suffices) by the parties, (“Informal Resolution Period”) from the day either party receives a written notice of a dispute from the other party (a “Claimant Notice”) in accordance with these Terms.

You will send any Claimant Notice by certified mail addressed to ABG Digital LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. ABG or the respective ABG Party will send any Claimant Notice to you by certified mail or email using the contact information you have provided to ABG or the respective ABG Party. The Claimant Notice sent by either party must (i) include the sender’s name, address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. A Claimant Notice shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Claimant Notice by any other user, Member or Creator.

During the Informal Resolution Period and before we may commence arbitration of a dispute, we agree to meet and confer by telephone or by videoconference in a good faith effort to resolve the dispute informally (the “Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the Informal Dispute Resolution Conference, but you must also personally participate in the Informal Dispute Resolution Conference.

The party initiating the dispute agrees to provide a notice of intent to initiate the Informal Dispute Resolution Conference (“Notice of Conference”) as follows: the Notice of Conference must include the following information: Your name, telephone number, mailing address, e‑mail address associated with your account (if you have one), the name, telephone number, mailing address, and e‑mail address of your counsel (if any), and whether you intend to have the conference by telephone or by videoconference. The Notice of Conference must be mailed to Authentic.com by certified mail return receipt requested to ABG Digital LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. A Notice of Conference shall be individualized such that it may only pertain to you and you alone, and may not be combined with a Notice of Conference by any other user, Member or Creator. A user, Member or Creator may, but is not required to, combine in one mailing a Claimant Notice and a Notice of Conference.

The Informal Resolution Period is designed to allow the party who has received a Claimant Notice to make a fair, fact-based offer of settlement if it chooses to do so. You or the respective ABG Party cannot proceed to arbitration before the end of the Informal Resolution Period. If you or the respective ABG Party file a Claim in court or proceed to arbitration without complying with the requirements in Section 13, including waiting until the conclusion of the Informal Resolution Period, the other party reserves the right to seek relief from a court to enjoin the filing and seek damages from the party that has not followed the requirements in this Section to reimburse it for any arbitration fees and costs already incurred as a foreseeable consequence of that breach.

The statute of limitations and any filing fee deadlines for a Claim will be tolled for the duration of the Informal Resolution Period for that Claim so that the parties can engage in this informal dispute-resolution process.

13(c) Claims Subject to Binding Arbitration; Exceptions

Except for individual disputes that qualify for small claims court (provided that the small-claims court does not permit class or similar representative actions or relief) and any disputes exclusively related to the intellectual property or intellectual property rights of you or the respective ABG Party, including any disputes in which you or the respective ABG Party seek injunctive or other equitable relief for the alleged unlawful use of your or the respective ABG Party’s intellectual property or other infringement of your or an ABG Party’s intellectual property rights (“IP Claims”), all Claims, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 13(b) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.

13(d) Binding Individual Arbitration

The sending of a Notice of Dispute and the completion of an Informal Dispute Resolution Conference are conditions precedent to our respective right to commence arbitration. Accordingly, if, but only if, we are unable to resolve a dispute within 30 days after the Informal Dispute Resolution Conference is completed, we may commence arbitration pursuant to the procedures in this Agreement. No arbitration may commence or proceed until the requirements set forth in Section 13(b) (above) are fully satisfied.

The arbitration will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association, as modified by this Agreement, and will be administered by the AAA. If the AAA is unavailable or refuses to arbitrate the parties’ dispute for any reason, the arbitration shall be administered and conducted by a widely-recognized arbitration organization that is mutually agreeable to the parties, but neither party shall unreasonably withhold their consent. If the parties cannot agree to a mutually agreeable arbitration organization, one shall be appointed pursuant to Section 5 of the Federal Arbitration Act. In all events, the AAA Rules shall govern the parties’ dispute. The AAA Rules are available online at www.adr.org, or by calling the AAA at 1 800-778-7879. The AAA Rules may change from time to time, and you should review them periodically.

The arbitrator shall be bound by the terms of this Agreement and shall follow the applicable law. In this regard, the arbitrator shall not have the power to commit errors of law or legal reasoning, and any award rendered by the arbitrator that employs an error of law or legal reasoning may be vacated or corrected by a court of competent jurisdiction for any such error.

This Agreement affects interstate commerce, and the enforceability of this Section 13 will be substantively and procedurally governed by the FAA to the extent permitted by law. As limited by the FAA, this Agreement, and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Claim and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. To the fullest extent allowed by applicable law, the arbitrator may only award legal or equitable remedies that are individual to you or ABG or the respective ABG Party to satisfy one of our individual Claims (that the arbitrator determines are supported by credible relevant evidence).

We agree that, by entering into this Agreement, we are each waiving the right to a trial by jury or to participate in a class action to the maximum extent permitted by law.

13(e) Arbitration Procedure and Location

You or the respective ABG Party may initiate arbitration of any Claim not resolved during the Informal Resolution Period by filing a demand for arbitration with AAA in accordance with the Rules.

Instructions for filing a demand for arbitration with AAA are available on the AAA website or by calling AAA at 800-778-7879. You will send a copy of any demand for arbitration by certified mail addressed to ABG Digital LLC, c/o Authentic Brands Group LLC, Attn: Legal Department, 1411 Broadway, 21st Floor, New York, NY 10018 or by email to legaldept@authentic.com. The respective ABG Party will send any demand for arbitration to you by certified mail or email using the contact information you have provided to the respective ABG Party.

The arbitration will be conducted by a single arbitrator in the English language. You and the respective ABG Party each agree that the arbitrator will be bound by these Terms.

Unless the parties agree in writing, any arbitration hearings will take place in the county (or parish) of your billing address.

At either party’s election, arbitration of any dispute shall proceed pursuant to the Desk Arbitration rules of the AAA, unless both parties are represented by counsel.

Prior to the appointment of a merits arbitrator, either party may request the appointment of a process arbitrator to determine: (i) whether the conditions precedent set forth in Section 13(b) hereof have been satisfied; (ii) whether AAA’s filing requirements have been satisfied; (iii) the applicable arbitration agreement; (iv) the applicable AAA rules that apply; (v) the allocation of payment advances on administrative fees, arbitrator compensation, and/or expenses; (vi) any other issue agreed to be addressed by the process arbitrator; and (vii) any other issue regarding the administration of the arbitration.

If the process arbitrator makes an initial determination that the dispute is frivolous or brought in bad faith, it shall allocate all AAA and arbitrator fees and expenses to the party who initiated the arbitration. If the merits arbitrator subsequently determines that the claims were not frivolous, ABG will reimburse any AAA filing, administration and arbitrator fees that were paid by you.

If the merits arbitrator finds that a dispute is frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the prevailing party shall recover all fees paid to AAA and, at the arbitrator’s discretion, an award of reasonable attorney’s fees and costs.

13(f) Arbitration Fees

After ABG receives notice that you have commenced arbitration, ABG will promptly reimburse you for your payment of the filing fee. If you are unable to pay this fee, ABG will pay it directly upon receiving a written request from you. Except as otherwise provided for herein, ABG will pay all AAA filing, administration and arbitrator fees for any arbitration initiated in accordance with the terms of this Agreement.

13(g) Offers of Settlement

Either party may, but is not obligated to, make a written settlement offer for a Claim. If an arbitration decision or award is later issued that is less favorable to a party than the latest written offer of settlement that party did not accept, that party must pay all costs and fees—including arbitration, attorney, and expert fees—incurred by the other party after the written settlement offer was made. The terms of any settlement offer may not be disclosed to an arbitrator until after the arbitrator issues a decision or award on the Claim.

13(h) Confidentiality

If you or the respective ABG Party submits a Claim to arbitration, you and the respective ABG Party agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration. You and the respective ABG Party agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

13(i) Mass Arbitration

WE AGREE THAT IN THE EVENT THAT MASS ARBITRATION IS ATTEMPTED OR SOUGHT, SUCH ARBITRATION SHALL BE ADMINISTERED PURSUANT TO THE FOLLOWING RULES.

  1. “Mass Arbitration” means 25 or more arbitration demands that: (i) are filed within 180 days of each other, (ii) allege similar or identical claims or causes of action, and (iii) either (a) the parties to those arbitration demands seek to simultaneously or collectively administer and/or arbitrate together, or (b) are filed by the same counsel or in coordination with each other.
  2. In the event that Mass Arbitration is attempted or sought involving 250 arbitration demands or less, we agree the arbitration provider shall: (i) group the arbitration demands into batches of no less than 25 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
  3. In the event that Mass Arbitration is attempted or sought involving over 250 arbitration demands, we agree that the arbitration provider shall: (i) group the arbitration demands into batches of no less than 250 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
  4. All Mass Arbitration shall be subject to all other substantive and procedural terms contained within this Agreement.
  5. We agree to cooperate in good faith with the arbitration provider to implement the aforementioned protocol for Mass Arbitration with regard to resolution, fees, and administration.
  6. If any part of this Section 13(i) related to Mass Arbitration is found to be unenforceable, the unenforceable portion shall be stricken, and the remainder of this Section 13(i) and this Agreement shall be enforced to the maximum extent permitted by law.
  7. If the arbitration provider is unwilling or unable to follow the procedures set forth in this Section 13(i) with regard to Mass Arbitration, the parties may attempt to retain a different, mutually agreeable and widely-recognized arbitration organization that will agree to follow the procedures set forth in this Section 13(i). In the event that the parties are unable to retain or agree to such an alternative arbitration provider, the alternative dispute resolution provisions set forth in this Agreement shall not apply to those disputes within the Mass Arbitration.

13(j) Opting Out of Arbitration

You have the right to opt out of binding arbitration within 30 days of the date you first accepted this Agreement by emailing legaldept@authentic.com. To be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration in order to be valid. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13.

13(k) Rejection of Future Arbitration Changes

You may reject any change we make to Section 13 (except address changes) by sending us notice of your rejection within 30 days of the change via email at legaldept@authentic.com. Changes to Section 13 may only be rejected as a whole, and you may not reject only certain changes to Section 13. If you reject changes made to Section 13, the most recent version of Section 13 that you have not rejected will continue to apply.

13(l) Severability

If any portion of this Section 13 is found to be unenforceable or unlawful for any reason, including but not limited to because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 13 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 13; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction, in accordance with this Agreement, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 13 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 13 will be enforceable.

13(m) Delegation

All issues are for the arbitrator to decide including, but not limited to, (i) all issues regarding arbitrability, (ii) the scope and enforceability of this arbitration provision as well as the Agreement’s other terms and conditions, (iii) whether you or the respective ABG Party, through litigation conduct or otherwise, waived the right to arbitrate, (iv) whether all or any part of the arbitration provision or Agreement is unenforceable, void or voidable including, but not limited to, on grounds of unconscionability, (v) any dispute regarding the payment of arbitration-related fees, (vi) any dispute related to the Claimant Notice, Notice of Conference and/or Informal Dispute Resolution Conference, and (vii) any dispute related to Mass Arbitration (defined above).

Pursuant to this agreement, the arbitrator has been delegated with, and possesses, exclusive authority to resolve all of the above-enumerated types of disputes. However, if putative class or representative claims are initially brought by either party in a court of law, and a motion to compel arbitration is brought by any party, the court shall have the power to decide whether this agreement permits class or representative proceedings.

14. Relationship of the Parties

No agency, fiduciary, partnership, joint venture, employee/employer, franchisor-franchisee is intended or created by your use of the Platform.

ABG HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE TRUTH OR ACCURACY OF SOCIAL MEDIA INFORMATION, MEMBER CONTENT (INCLUDING, WITHOUT LIMITATION, CREATOR CONTENT AND MARKETER CONTENT) OR ANY CAMPAIGN REQUEST OR THE ABILITY OF ANY CREATOR TO COMPLETE ANY CAMPAIGN TO THE SATISFACTION OF THE APPLICABLE MARKETER. ABG DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT ANY CREATOR WILL ACTUALLY COMPLETE AN ACCEPTED CAMPAIGN TO THE SATISFACTION OF THE MARKETER NOR DOES ABG MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE POPULARITY AND/OR SUCCESS OF AN ACCEPTED CAMPAIGN OR THAT CREATOR WILL BE OFFERED OR RECEIVE ANY CAMPAIGN REQUESTS.

15. Ownership of Platform

The Platform is owned and operated by ABG. Any and all content, data, software, code, graphics, photographs, images, audio, video, software, trademarks, service marks, trade names and other information (individually and collectively, “Content”) contained in the Platform are proprietary to ABG, its affiliates and/or third-party partners (as applicable). Content is protected by intellectual property and other laws of the United States of America.

Product, brand and company names and logos used, displayed or referenced on the Platform may be the trademarks or registered trademarks of their respective owners. Any use of any trademarks appearing on the Platform without the express written consent of the owner of the trademark is strictly prohibited.

You may download, print and reproduce the Content for your own informational purposes provided you agree to maintain any and all copyright or other proprietary notices contained in such Content, and that you cite ABG as the source of such Content using the following notice (unless ABG provides an alternative form of notice):

© Authentic Brands Group, LLC 2026. All rights reserved.

Any other use of the Content in whole or in part, including but not limited to adapting, displaying, distributing, publishing, storing in a retrieval system, transmitting, converting, copying or issuing copies, lending or reproducing the Content in any other form or by any other means whatsoever, whether electronic or otherwise, and including making the same available to or via the internet or wireless technology or authorizing any of the foregoing without the prior written consent of ABG, is strictly prohibited without ABG’s express written consent. ABG shall have no obligation to review or grant any request for consent, and any consent provided may be subject to additional terms, conditions and limitations, in each case, in ABG’s sole and absolute discretion.

16. Communications and Records

Member hereby agrees that it will conduct all communications regarding a Campaign in the Platform or via email directly with Marketer, as instructed by Marketer.

Member also hereby agrees to keep and maintain accurate and complete records related to any Campaign for at least one (1) year following the completion of any such Campaign. ABG hereby reserves the right to request these records and other relevant documentation, which Member hereby agrees to provide to ABG within ten (10) days of the request, at Member’s sole cost and expense.

Creator represents and warrants that: (a) Creator will not knowingly direct Campaign Content to children under the age of 13 (or such other age as may be specified under applicable law) without prior written consent from ABG and full compliance with COPPA; and (b) Creator will not collect, use, or disclose any personal information in connection with a Campaign except as expressly permitted by applicable law and these Terms. Creator shall indemnify and hold harmless ABG and the ABG Parties from any claims, fines, penalties, or regulatory actions arising from Creator’s failure to comply with applicable data privacy and data protection laws.

Member is responsible for maintaining copies of any records that Member is legally required to maintain under applicable laws, including record retention obligations under applicable taxation legislation. ABG does not provide any archiving service. Once Member terminates its Account, ABG may, but is not required to, delete all of the Member Content from its records, including, without limitation, the Platform. ABG expressly disclaims any and all other obligations with respect to the preservation or storage of any Member Content.

17. Unauthorized Access and Use

Member agrees that it will not (i) interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; (ii) take any action that imposes or may impose, as determined by ABG its sole discretion, an unreasonable or disproportionately large load on Platform’s infrastructure or that of any of its third party providers; (iii) bypass any measures ABG may use to prevent or restrict access to the Platform or other accounts, computer systems or networks connected to the Platform; (iv) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to the Platform; (v) use any robots, spiders, or similar data mining, data gathering or extraction tools or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Platform, including for the purpose of collecting data from the Platform to create or compile, directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express permission of ABG; (vi) use the Platform for or in connection with any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations; (vii) track or seek to trace, harvest or compile any information on any other person or entity who uses, accesses or visits the Platform; (viii) make the Platform available to, or use the Platform for the benefit of, anyone other than Member itself, unless expressly stated otherwise in the Campaign Agreement, as applicable; (ix) sell, resell, license, sublicense, transfer, assign, encumber, distribute, make available, rent or lease the Platform to any third-party; (x) use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (xi) use the Platform to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses; (xii) interfere with or disrupt the integrity or performance of the Platform or third-party data contained therein; (xiii) permit direct or indirect access to or use of the Platform in a way that circumvents a contractual limitation; or (xiv) copy Campaign Content except as expressly permitted herein or in a Campaign Agreement, as applicable.

18. Third Party Content

The Platform contains a directory of Creator profiles. Information in the Creator profiles is provided by the Creator and from third party sources, such as certain social media platforms. ABG does not verify the information in Creator profiles and does not make any representations or warranties, and hereby expressly disclaims any and all representations and warranties, regarding such information, including, without limitation, that the information in these profiles is accurate, complete or current.

19. Linking

The Platform might offer you links to other sites on the Internet that are owned and operated by third parties and therefore not affiliated with ABG. Any such linked websites (including, without limitation, any social media applications and services) are independent from Marketer, and Marketer has no control over the content of such websites. Consequently, Marketer shall not be liable for, and makes no warranty or representation whatsoever as to the accuracy, timeliness and/or completeness of, the information contained on such websites, applications or services.

Such websites, applications or services may be governed by terms and conditions different from those applicable to our Platform, and we encourage you to review the terms and conditions, which may include privacy policies of those third parties before using such websites, applications or services.

The links which we might place on the Platform do not imply that we sponsor, endorse or are affiliated or associated with, or have been legally authorized to use any trademark, trade name, service mark, design, logo, symbol, copyrighted or other materials displayed on or accessible through such sites.

20. Disclaimer

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES AND THE EXCLUSION OR LIMITATION OF REPRESENTATIONS MADE CONCERNING OUR GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS.

YOUR USE OF THE PLATFORM IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE CONTENT AND SERVICES PROVIDED HEREIN, IS BEING PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABG, MARKETER AND THEIR CURRENT AND FUTURE PARENTS, SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR RESPECTIVE CURRENT AND FUTURE MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, INVESTORS AND BUSINESS PARTNERS (INDIVIDUALLY AND COLLECTIVELY, THE “ABG PARTIES”) HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY REGARDING THE PLATFORM, THE CAMPAIGNS, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY AND NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. ABG AND THE ABG PARTIES DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS OR QUALITY OF THE PLATFORM, OR THE POSTINGS OF ANY CREATOR, INCLUDING CONTENT POSTED ON OR LINKED FROM THE PLATFORM. ABG AND THE ABG PARTIES DO NOT WARRANT THAT THE PLATFORM IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION OR THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS. MEMBER ASSUMES ANY AND ALL RISKS ASSOCIATED WITH USING, ACCESSING OR RELYING ON THE PLATFORM.

21. Limitation of Liability

THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY OR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF EACH ABG PARTY AND CREATOR, AND EACH CREATOR’S EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATING TO THE PLATFORM SHALL BE LIMITED TO THE LESSER OF (I) THE CREATOR FEES ACTUALLY PAID BY MARKETER TO CREATOR FOR THE SERVICES RENDERED PURSUANT TO ANY CAMPAIGN AGREEMENT IN THE PRECEDING THREE (3) MONTHS, OR (II) ONE THOUSAND DOLLARS ($1,000.00 USD). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABG AND THE ABG PARTIES SHALL NOT BE LIABLE FOR ANY (A) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, DAMAGES ON ACCOUNT OF LOSS OF PROFITS, OR OTHER DAMAGES ARISING OUT OF OR RELATING TO A COMPLETED OR NON-COMPLETED CAMPAIGN; (B) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES ON ACCOUNT OF LOSS OF PROFITS ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM OR ANY CAMPAIGN AGREEMENT; OR (C) DAMAGES RELATING TO TELECOMMUNICATION FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF REVENUE OR PROFITS, ARISING OUT OF OR CONNECTED IN ANY WAY WITH THE PLATFORM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY IRRESPECTIVE OF WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF MARKETER OR ITS SUBSIDIARIES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE ENTIRE RISK ARISING OUT OF OR RELATING TO MEMBER’S USE OF THE PLATFORM AND ANY TRANSACTIONS CONDUCTED IS AND REMAINS WITH MEMBER.

MEMBER HEREBY FOREVER AND IRREVOCABLY RELEASES AND DISCHARGES ABG AND THE ABG PARTIES FROM AND WAIVES ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY AND ALL DAMAGES CAUSED BY, OR RELATED TO, ANY OF THE FOREGOING.

NO PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY EVENT BEYOND THE REASONABLE CONTROL OF THAT PARTY INCLUDING, WITHOUT LIMITATION, FIRE, FLOOD, STORMS, INSURRECTION, WAR, TERRORISM, EARTHQUAKE, POWER FAILURE, CIVIL UNREST, EXPLOSION, EMBARGO, STRIKE (A “FORCE MAJEURE EVENT”).

FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY MEMBER’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OR ANY OTHER LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION WOULD BE UNLAWFUL.

22. Indemnity

22.1 Creator’s Indemnity

Creator hereby agrees to indemnify, defend and hold harmless ABG, Marketer, and each of their respective current and future parents, subsidiaries, affiliates, officers, directors, members, employees, agents, licensees, and business partners from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including all legal and accounting fees) (“Claims”), arising from or relating to (a) Creator’s use of or access to the Platform, (b) the breach by Creator of any express or implied representation, warranty or covenant made in a Campaign Agreement and/or these Terms, (c) Creator’s provision of the services set forth in any Campaign Agreement, (d) the design, development, submission, transmission, use, storage, display, reproduction, modification, creating derivative works of, performance, printing, publishing, posting, distribution, promotion, marketing and/or other exploitation of the Campaign Content, (e) Creator’s completion or failure to complete a Campaign and/or Campaign Content, (f) any liability arising from the tax treatment of payments or any portion of such payments made to Creator pursuant to a Campaign Agreement or otherwise, (g) any claims by any local, state or federal government or regulatory agency, authority or board relating to the Campaign Content and Creator’s use of the Platform, (h) any claim of copyright infringement, trademark infringement or other intellectual property infringement relating to the Campaign Content and/or Creator’s use of the Platform, and (i) Creator’s gross negligence or willful misconduct.

22.2 Indemnity Procedure

At the indemnified Member’s or ABG’s option (“Indemnitee”) (as applicable), the indemnifying Member (“Indemnitor”) will conduct the defense of any such claim or action; provided that, notwithstanding the Marketer’s election that Indemnitor conduct the defense, (i) Marketer may nevertheless participate in such defense or settlement negotiations and pay its own costs associated therewith, and (ii) Member will not enter into any settlement or other compromise without the prior written approval of Marketer (which approval shall not be unreasonably withheld), unless such settlement or other compromise includes a full and unconditional release of the relevant parties from all liabilities and other obligations in respect of such claim or action. In the event of any Claim or Claims involving ABG or any ABG Parties, ABG shall have the sole discretion to make the election described in the first sentence of this Section 22.2.

22.3 Equitable or Implied Indemnification

No person or entity shall be entitled to seek any form of equitable or implied indemnification at any time, except as provided by this Agreement.

23. Termination and Suspension

To close an Account, Member must send an email to creators@authentic.com to provide written notice to ABG. Accounts will be closed following thirty (30) days’ notice with express written confirmation from ABG provided that (i) all Campaigns associated with the Account have been satisfactorily completed; (ii) any disputes related to the Account have been satisfactorily settled; and (iii) any payments owed to or owing by the Member have been paid; (iv) there are no outstanding funds associated with the Account. Following Account closure, Member will still be bound by all provisions of these Terms.

Once an Account is terminated, Member will no longer have access to any information within such terminated Account.

Following Account closure or the end of any Campaign (or Member’s participation in any Campaign), Member will still be bound by all provisions of these Terms that by their nature are intended to survive, including, without limitation, Sections 9 (Grant of Rights and Ownership), 10 (Confidentiality), 13 (Disputes), 20 (Disclaimer), 21 (Limitation of Liability), 22 (Indemnity), and 25 (Legal Proceedings).

24. Changes and Termination of Services

ABG hereby reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Platform (or any part thereof) with or without notice. ABG reserves the right to change these Terms at any time and to notify you by posting an updated version of the Terms on the Platform. Members are responsible for regularly reviewing the Terms, including, without limitation, by checking the date of “Last Update” at the top of these Terms. Your continued use of the Platform after any such changes shall constitute your consent and agreement to be bound by such changes, with continued provision of the use of the Platform constituting consideration from ABG to you for so being bound.

25.1 Applicable Law

These Terms, any Campaign Agreement and the legal relations among the parties to these Terms and any Campaign Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to such agreements wholly made and to be performed within New York, notwithstanding any conflict of law provisions to the contrary. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and any Campaign Agreement.

25.2 Jurisdiction

Any action which in any way involves the rights, duties and obligations of any party hereto under these Terms and/or a Campaign Agreement shall be brought in courts located in New York County, New York, and the parties hereto hereby submit to the personal jurisdiction of such courts. Each of the parties hereto waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such suit or action in any such court. Nothing herein shall preclude ABG from seeking injunctive relief, mandatory orders, or specific performance or other relief in any competent jurisdiction. If any provision of the present Terms shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

These Terms and any Campaign Agreement, as applicable, together with any and all other legal notices or statements posted on the Platform constitute the entire agreement between Member and ABG with respect to the use of the Platform, including the Campaign Content.

26. Assignability

These Terms and any Creator agreement, as applicable, are of a personal nature with respect to Member, and therefore Member shall not assign, sub-license, encumber or transfer these Terms and any Creator agreement, as applicable, or any of its rights or obligations thereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without ABG’s prior written approval in each instance. Any attempted assignment sub-license, encumbrance or transfer by Member in violation of the foregoing shall be void and of no force or effect. ABG shall have the right to assign, encumber, sublicense and/or transfer the Platform and/or any Creator agreement in any form or manner, without the knowledge, consent or approval of Member. These Terms, any Campaign Agreement and any Creator agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

27. Notice

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c) the day of sending by email. Notices to ABG will be addressed to the attention of the Authentic Creator Network, with a copy to ABG’s General Counsel, at Authentic Brands Group, LLC; legaldept@authentic.com and with email copies to legaldept@authentic.com; or as updated by ABG via written notice to Member.

Billing-related notices to Marketer will be addressed to the relevant finance contact designated by Marketer in the Commercial Terms.

Notices to you may be made via personal delivery, email, regular mail, or overnight courier, or in cases of changes to these Terms, by posting notices or links to such notices on the Platform itself. If you have any questions regarding these Terms please contact us at creators@authentic.com.