Standard Campaign Contract

This Standard Campaign Contract becomes a direct agreement between the Brand Party and Creator Party identified in the Campaign Schedule. COLLABOR TECHNOLOGIES LTD (Collabor) provides the Platform but is not a party to this Contract, does not employ either party and does not guarantee either party’s performance.

The Campaign Schedule is part of this Contract and must be completed before the Campaign is activated, including the Deliverables, Milestones, revision limits, publication timing, intellectual-property rights, paid-media use, whitelisting and exclusivity for that Campaign.

This Standard Campaign Contract (Contract) is made between the legal person identified as the Brand Party in Schedule 1 (Brand) and the legal person identified as the Creator Party in Schedule 1 (Creator).

The Contract becomes binding when both parties accept the completed Campaign terms electronically through the Collabor Platform or sign an identical copy. The activation record, version, date and accepted Campaign Schedule form evidence of acceptance. If an agency accepts for a client, clause 3.3 applies.

“Brand Assets” means the products, samples, trade marks, scripts, claims, briefs, music, footage, data and other materials supplied or approved by the Brand.

“Campaign” means the creator engagement described in Schedule 1.

“Campaign Fee” means the gross amount payable for the Services and rights stated in Schedule 1, excluding VAT or similar Taxes unless Schedule 1 states that they are included.

“Campaign Schedule” means Schedules 1 to 4, including the Campaign Details, Deliverables, Milestones, rights, exclusivity and any special terms accepted at activation.

“Collabor Platform” means the website, application and related campaign, communication, approval, reporting and payment-facilitation services operated by Collabor.

“Creator Materials” means the Creator’s pre-existing works, identity, name, image, voice, likeness, social accounts, portfolio materials and Deliverables.

“Deliverable” means each item of content, publication, appearance, report, licence, performance or other output specified in Schedule 2.

“Intellectual Property Rights” means copyright, trade marks, design rights, database rights, performers’ rights, rights in confidential information, image, likeness and publicity rights, and analogous rights anywhere in the world.

“Milestone” means a stage of the Campaign linked to specified Deliverables, dates and an amount of the Campaign Fee.

“Platform Agreements” means the Brand Platform Agreement and Creator Platform Agreement accepted by the relevant party, together with applicable payment and Platform policies. “Release Event” means an approval, automatic approval, joint instruction or Collabor dispute decision that authorises allocated Project Funds to be credited to the Creator under the Platform Agreements.

“Services” means the creator, production, promotional, publication, reporting and related services specified in the Campaign Schedule.

“Taxes” means VAT, GST, sales, withholding and similar taxes, duties or governmental charges.

Headings do not affect interpretation. Including and includes are not limiting. References to writing include Platform messages and electronic records capable of being stored and reproduced. A person includes an individual and a legal entity.

This Contract comprises, in descending order of priority:

the completed Campaign Schedule and any special terms expressly accepted by both parties at activation;

these Standard Campaign Terms;

the final brief, storyboard, script or other document attached to the Campaign before activation; and

later written variations accepted by both parties through the Collabor Platform.

The Platform Agreements govern each party’s relationship with Collabor, Platform conduct, fees, identity checks, Project Funds, release instructions and Platform dispute administration. This Contract governs the Services and rights between Brand and Creator. It cannot impose an obligation or liability on Collabor or change Platform payment mechanics without Collabor’s written agreement.

A purchase order, Brand policy or Creator invoice issued after activation does not add to or override this Contract unless both parties expressly accept the change through the Platform.

The Brand engages the Creator, and the Creator agrees, to provide the Services on the terms of this Contract. Collabor is not the Brand’s or Creator’s agent for the Services and is not responsible for creative quality, regulatory approval or Campaign results, except for its express obligations under the Platform Agreements.

The Creator performs the Services as an independent business and not as an employee, worker, agent, partner or representative of the Brand or Collabor. The Creator remains free to accept or reject other work, controls how the Services are performed subject to the agreed outcome, deadlines, safety requirements and lawful Brand instructions, and ordinarily uses their own equipment and methods.

The Creator is responsible for their own Taxes, insurance, registrations and business costs. Nothing creates entitlement to holiday pay, sick pay, pension, employee benefits, minimum hours or ongoing work. If the actual working arrangements may require employment or worker treatment under applicable law, the parties must pause activation and obtain an appropriate compliant arrangement.

An agency accepting as the Brand warrants that it has authority to act for any client named in Schedule 1. Unless Schedule 1 expressly states that the Creator has agreed to look solely to the disclosed client for performance and payment, the agency remains directly, jointly and severally responsible with that client for all Brand obligations, including payment, claims, approvals, Brand Assets and indemnities.

A manager accepting for a Creator warrants that it has authority to bind the Creator. The Creator remains responsible for performance and warranties. Payment to a manager or nominated entity is valid only where authorised in the Campaign Schedule and permitted by the Payment Provider.

The Creator must provide the Deliverables and Services in Schedule 2 with reasonable care and skill, professionally, lawfully and substantially in accordance with the accepted brief. The Brand must not require materially different work, additional formats, additional channels, new scripts, extended usage rights or accelerated delivery without a written variation.

A variation must identify the change, any additional fee, revised Milestone, deadline, revision limit and effect on usage or exclusivity. It takes effect only when accepted by both parties through the Platform. The Creator is not required to begin varied work before the corresponding additional Project Funds are allocated where the Platform requires funding.

The Creator must personally perform any on-camera, endorsement or identity-dependent obligation. The Creator may use editors, camera operators or other assistants at their own cost if this does not materially change the agreed Deliverable, provided the Creator remains responsible for their conduct, confidentiality, rights clearances and work. No substitute on-camera creator may be used without Brand approval.

The Creator must:

meet the agreed dates and promptly notify the Brand through the Platform if delay or another issue is reasonably likely;

follow lawful, reasonable and in-scope product, safety, location, disclosure and social-platform instructions;

submit Deliverables through the designated Campaign workflow in the required format and quality;

use Brand Assets only for the Campaign and protect products, access codes and confidential information with reasonable care;

make only honest endorsements based on genuine experience and not publish a claim the Creator knows or reasonably suspects is false, unsubstantiated or unlawful;

obtain the permissions and releases for Creator-supplied people, locations, music, footage, fonts and other materials;

retain original files and relevant analytics for at least 90 days after final payment, unless Schedule 1 requires longer; and

not buy or fabricate followers, views, engagement, audience data or Campaign performance.

The Creator may refuse or pause an instruction reasonably believed to be illegal, unsafe, misleading, undisclosed advertising, materially outside scope or contrary to a social platform’s rules. The Creator must explain the concern promptly and cooperate on a lawful alternative.

The Brand must:

provide a clear, complete and lawful brief, Brand Assets, access, products and decisions by the dates in the Campaign Schedule;

identify all mandatory claims, disclosures, prohibited statements, product risks and regulated-sector restrictions before activation;

ensure Brand-supplied claims are accurate, substantiated and lawful for the intended audience and territory;

not require a false opinion, undisclosed endorsement, unsafe act or discriminatory, harassing or exploitative conduct;

review submissions and give consolidated, specific and in-scope feedback within the approval period;

obtain any legal, regulatory, product, trade mark or internal approvals that are the Brand’s responsibility; and

pay the Campaign Fee, approved expenses and Taxes in accordance with this Contract and the Platform Agreements.

The Brand is responsible for delays, additional work and reasonable costs caused by late, inaccurate or incomplete Brand materials or decisions. The parties must agree a corresponding extension or variation where the delay materially affects performance.

Each party must comply with the advertising, endorsement, consumer-protection and social-platform rules applicable to the content, audience and publication location. Where UK rules apply, incentivised content must be obviously identifiable as advertising. Unless a stricter requirement applies, the Creator must use a clear, prominent and timely label such as “Ad” or “Advert” at the start or first visible opportunity and use any required platform-branded content tool.

Ambiguous labels such as “gifted”, “collab”, “spon” or “affiliate” must not be used as the only disclosure where they would not clearly communicate advertising. A disclosure must not be hidden after a click, among hashtags or only in a profile biography. Neither party may ask the other to remove or obscure a legally required label.

The Brand is responsible for Brand-supplied claims, scripts, safety information and substantiation. The Creator is responsible for statements they originate or present as personal experience. No approval by the Brand transfers responsibility for the Creator’s knowing dishonesty, and no Creator approval transfers responsibility for unlawful Brand Assets or instructions.

Weapons, adult content and political Campaigns are prohibited on the Collabor Platform. Campaigns involving alcohol, gambling, financial products, cryptocurrency, health products, medicines, medical devices, supplements, tobacco, nicotine, vaping or other regulated sectors require Collabor’s prior Platform approval and any additional terms, age-gating and legal review required for the territory.

The Creator must submit each Deliverable through the Platform and clearly identify the relevant Milestone. A submission is valid when it is materially complete, accessible, in the required format and marked ready for approval.

The Creator must provide the included revision rounds in Schedule 2. A revision request must be specific, consolidated and reasonably necessary to meet the accepted brief, correct an error or comply with law. A new concept, reshoot, additional format, altered product, materially changed brief or request beyond the included rounds is a variation and may require an additional fee and time.

Within seven calendar days after a valid submission, the Brand must approve it, request an in-scope revision or raise a dispute through the Platform with reasons and evidence. If the Brand does none of those things within the period, the Deliverable is automatically approved and the associated Release Event occurs. A valid revision request pauses the period until resubmission.

Approval confirms that the Deliverable materially meets the brief for payment purposes. It does not excuse concealed infringement, fraud or a breach that could not reasonably have been identified during review. The Brand may not withhold approval solely because its preferences changed after activation.

The Campaign Fee and Milestone allocation are stated in Schedule 2. Before activation, the Brand must make sufficient Project Funds available through the Collabor Platform to cover the Creator’s first funded Milestone and applicable Brand-side Platform Fees. Platform balances and deductions are governed by the Platform Agreements and Payment Provider terms.

A Milestone amount is released following a Release Event. Subject to settlement, verification, reserves, disputes and Payment Provider timing, the amount will be credited or made eligible for Creator payout in accordance with the Creator Platform Agreement, currently intended within 14 calendar days after the Release Event. Bank receipt may take longer.

Unless Schedule 1 states otherwise, the Campaign Fee excludes VAT, GST or similar transaction Taxes properly chargeable by the Creator. The Brand must pay a validly invoiced Tax in addition to the Campaign Fee. The Creator remains responsible for income, corporation, social-security and other Taxes on their earnings. Any Platform-generated invoice or self-billing record must be checked by the parties. Neither party’s use of a Platform-generated invoice or self-billing record makes Collabor responsible for either party’s tax position; each party remains solely responsible for its own Taxes and should seek independent advice.

The Brand is not required to reimburse an expense unless it is stated in Schedule 1 or approved in writing before it is incurred. Schedule 1 must state whether a product is a gift, loan, consumable or returnable item, who pays shipping, applicable customs duties, return timing and liability for loss. Product value is not part of the Campaign Fee unless expressly stated.

Except for Brand Assets and any rights expressly assigned under clause 10.4, the Creator owns the Creator Materials and Deliverables. Payment alone does not transfer ownership or grant rights beyond this Contract. The Brand owns its Brand Assets and trade marks.

If Schedule 3 selects a licence, the Creator grants the Brand the specified non-exclusive or exclusive licence to use the Deliverables only in the selected media, territory, term and manner, beginning on full payment of the applicable Campaign Fee. No right to paid media, boosting, whitelisting, editing, adaptation, sublicensing, broadcast, out-of-home, packaging, retailer use or perpetual use exists unless expressly selected.

If Schedule 3 is incomplete, the default is a non-exclusive, non-transferable licence for the Brand to repost the final approved Deliverable without material alteration on the Brand’s owned organic social channels for 90 days from first Brand repost, in the territory where the Campaign was originally targeted. The default excludes paid media, boosting, whitelisting, sublicensing and use by retailers or affiliates.

Any use of the Creator’s name, image, voice, likeness, handle or account must fall within Schedule 3. Whitelisting or creator-handle advertising must use an approved social-platform authorisation tool, not password sharing. The Brand must comply with spending, audience, creative, territory and duration limits and stop access promptly at expiry or termination.

Only if Schedule 3 expressly selects “Assignment” and identifies the assigned Deliverables, the Creator assigns to the Brand, with full title guarantee, the copyright and other assignable Intellectual Property Rights in those Deliverables, including future copyright, to the extent stated in Schedule 3. The assignment takes effect only after full payment of the associated Campaign Fee and is subject to Creator-retained pre-existing materials and third-party licences disclosed before acceptance.

The parties intend electronic acceptance or signature of this Contract to satisfy any writing and signature requirement for the assignment. If local law requires a further document, the Creator must execute a reasonable confirmatory assignment after full payment, with the Brand paying reasonable external costs if it requests notarisation or another special formality.

The Brand may make only the edits selected in Schedule 3. Technical resizing, cropping, captioning and format conversion must not materially distort the Creator’s statements or portray the Creator as endorsing a different product or claim. Any consent or waiver of moral rights is limited to the selected permitted edits and applies only to the extent lawful. The Brand must not use a Deliverable in a defamatory, deceptive, unlawful or materially misleading context.

After the Deliverable is public, the Creator may identify the Brand and display the final work in a portfolio and private pitch materials unless Schedule 3 states a reasonable embargo or confidentiality restriction. Any Brand use outside Schedule 3 requires the Creator’s advance written agreement and, where applicable, an additional fee funded through the Platform.

The Creator must publish at the time and on the channels in Schedule 2, subject to lawful disclosure and social-platform availability. Unless Schedule 2 states otherwise, a published post must remain live for the Minimum Live Period except where removal is required by law, regulator, platform, personal safety, account compromise or an uncured Brand breach.

The Creator must provide the analytics expressly listed in Schedule 2 within the stated reporting window, using genuine platform data. The Creator is not responsible for organic reach, views, engagement, conversions or algorithmic performance unless a specific guaranteed outcome is expressly stated and reasonably within the Creator’s control.

If a social platform removes, restricts or demonetises content, no automatic refund arises. Responsibility depends on the cause, Campaign terms and conduct. The Creator is responsible where removal results from their breach, fake engagement or missing disclosure; the Brand is responsible where it results from unlawful Brand Assets or instructions. The parties must cooperate on appeal, correction, reposting or a proportionate remedy.

No exclusivity applies unless Schedule 3 identifies the restricted product category or named competitors, territory, start date and end date. Restrictions must be interpreted narrowly and must not prevent the Creator from carrying on their business beyond what is reasonably necessary to protect the Campaign.

The Creator must disclose any existing paid relationship that creates a material conflict with the agreed exclusivity. The Brand must not expand the competitor set after activation without a variation and additional fee. Unpaid editorial references and pre-existing content are excluded unless Schedule 3 clearly states otherwise and the restriction is lawful.

Each party must keep the other’s non-public commercial, technical, product, pricing, launch and personal information confidential, use it only for the Campaign and disclose it only to people who need it and are bound by equivalent duties. The obligation does not apply to information lawfully public, already known without restriction, independently developed or required to be disclosed by law.

No party may announce an embargoed Campaign, unreleased product or commercial terms before the agreed date. Legally required disclosure of the commercial relationship is not a breach. On request, confidential material must be returned or deleted where reasonably possible, subject to legal retention, backups and dispute evidence.

Each party is responsible for complying with applicable data-protection and privacy law for personal data it controls. A party must not provide audience-level, customer or special-category personal data unless necessary, lawful and covered by appropriate notices and safeguards. If one party processes personal data solely on the other’s instructions, they must agree any legally required controller–processor terms before that processing begins.

The Brand must not request the Creator’s social-account password. Account authorisation must use official platform tools where available and be limited to the Campaign. Each party must protect access credentials and notify the other promptly of compromise affecting the Campaign.

Collabor may access Platform messages, uploaded files, contracts, timestamps, approvals, analytics and transaction history as permitted by the Platform Agreements for payment administration, disputes, fraud prevention, safety, enforcement and legal compliance.

Each party warrants that it has authority to enter into this Contract, will comply with applicable law and will not knowingly introduce malware or use the Campaign for fraud, bribery, sanctions evasion or other unlawful conduct.

The Creator warrants that Creator-supplied materials are original or properly licensed; agreed use will not knowingly infringe third-party Intellectual Property Rights, privacy, publicity or confidentiality rights; endorsements reflect genuine opinion and experience; and the Creator has disclosed material third-party restrictions affecting the rights granted.

The Brand warrants that it owns or has permission to use and provide the Brand Assets; Brand-supplied claims, instructions and product information are accurate, substantiated and lawful; the advertised products and Campaign are lawful in the target territory; and agreed use of Brand Assets will not infringe third-party rights.

Except for express promises in this Contract, neither party guarantees Campaign performance, audience response, sales, media value or uninterrupted availability of a social platform.

Before activation, either party may withdraw or renegotiate without a Campaign Fee becoming due, except for a separately agreed and clearly disclosed non-refundable cost.

If the Brand cancels after activation without Creator breach, the Creator is entitled to payment for accepted or reasonably usable work completed and may receive a cancellation payment ordinarily equal to 10% of the uncompleted Campaign Fee, subject to evidence, applicable law and Collabor’s Platform assessment. The total must not exceed allocated Project Funds.

If the Creator cancels without Brand breach, illegality, safety grounds, illness or another reasonable cause, unearned Project Funds may be returned to the Brand. The Brand may receive reasonable compensation of up to 10% of the Campaign Fee, determined under the Platform Agreements to reflect evidenced loss and not operate as a penalty. The Creator remains entitled to separable work accepted or used.

A party may terminate for a material breach that cannot be remedied, or that is not remedied within a reasonable period after written notice. Serious fraud, harassment, illegality, confidentiality breach, non-payment, unsafe conduct or deliberate intellectual-property infringement may justify immediate termination. Termination does not affect accrued rights, approved payments or clauses intended to survive.

Neither party is liable for delay or failure caused by an event beyond its reasonable control, including severe illness, natural disaster, war, government action, widespread platform outage or transport disruption, provided it promptly notifies the other, takes reasonable steps to reduce the effect and resumes performance when possible. Lack of funds, ordinary workload and foreseeable equipment failure are not force majeure.

The parties must first agree a reasonable extension or alternative Deliverable. If the event prevents a material part of the Campaign for more than 14 days or makes the Campaign pointless, either party may request cancellation and Project Funds will be allocated proportionately to work completed, unavoidable committed costs and rights actually used.

Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, deliberate misconduct, the Brand’s obligation to pay an approved amount, or any liability that cannot lawfully be limited.

Subject to clause 18.1, neither party is liable to the other for indirect or consequential loss or loss of profit, revenue, opportunity, reputation or anticipated savings. Each party’s total aggregate liability arising from the Campaign is limited to 100% of the Campaign Fee, except that this cap does not apply to a party’s infringement or misuse of the other’s Intellectual Property Rights, breach of confidentiality, unlawful processing of personal data, indemnity liability under clause 18.3 or an amount recoverable under clause 18.1.

The Creator will indemnify the Brand against third-party claims and reasonable external costs arising from Creator-supplied materials infringing rights, the Creator’s unlawful originated statements, fake engagement or deliberate misconduct. The Brand will indemnify the Creator against third-party claims and reasonable external costs arising from Brand Assets, Brand-supplied claims or instructions, unlawful products, or Brand use outside the rights granted.

An indemnity is reduced to the extent the protected party caused or contributed to the claim. The protected party must give prompt notice, reasonable cooperation and control of the defence, and must not unreasonably withhold consent to settlement. No settlement may admit the protected party’s fault or impose a non-monetary obligation without its consent.

The parties must first try in good faith to resolve a dispute through Collabor Platform messages. Either may then use the support-ticket process under the Platform Agreements and provide the Campaign record, submissions, feedback, rights schedule and other relevant evidence. Collabor may hold, release, refund or split Project Funds for Platform administration but is not an arbitrator or court.

A Collabor decision about Platform payment instructions does not prevent either party from pursuing its contractual rights directly against the other. Each party remains responsible for limitation periods and legal advice. Nothing prevents urgent court action to protect confidential information, personal safety or Intellectual Property Rights.

Neither party may assign this Contract without the other’s written consent, except the Brand may assign usage rights only to the extent expressly permitted in Schedule 3 and either party may assign the Contract to a genuine successor to substantially all of the relevant business if this does not materially reduce the other party’s rights.

A person who is not a party has no right to enforce this Contract under the Contracts (Rights of Third Parties) Act 1999. Collabor may rely on and enforce clauses that expressly exclude its party status or liability, but this does not make Collabor a party to the Services.

If a provision is unenforceable, it will be adjusted only as necessary or severed and the remainder continues. Delay in enforcing a right is not a waiver. This Contract is the entire agreement about the Campaign, subject to the document priority in clause 2. It may be accepted electronically and in counterparts.

Unless Schedule 1 expressly states another lawful choice, this Contract and related non-contractual obligations are governed by the laws of England and Wales. Subject to mandatory rights that cannot be waived, the courts of England and Wales have exclusive jurisdiction. The Platform Agreements separately govern disputes involving Collabor. Schedule 1 — Campaign Details

Complete every applicable field before activation. Use legal names, not only trading or social-media names.

\[Insert title and Collabor Campaign ID\]

Legal name: \[●\]; Company / registration number: \[●\]; Registered or principal address: \[●\]; Contact name and email: \[●\]

Agency legal name: \[●\]; End client / principal: \[●\]; Agency remains liable unless expressly released: Yes / No; If No, Creator’s express acceptance: \[●\]

Legal name: \[●\]; Trading name / handle: \[●\]; Address: \[●\]; Contact email: \[●\]; Tax / VAT status where relevant: \[●\]

\[Describe the intended audience, product, key message and desired outcome\]

\[Countries, age restrictions and other targeting limits\]

Start: \[●\]; End: \[●\]; Minimum Live Period: \[●\]

Currency and gross fee: \[●\]; VAT/GST: Included / Excluded / Not applicable; Creator-side deductions shown by Platform: \[●\]

Included in fee / Separately reimbursed up to \[●\] / None; Pre-approval process: \[●\]

Gift / Loan / Consumable / Returnable; Retail value: \[●\]; Shipping, customs and return responsibility: \[●\]

Default: clear upfront “Ad” or “Advert”, plus required platform tool; Additional wording: \[●\]

Not applicable / Collabor approval reference: \[●\]; Required warnings, age-gating or legal approvals: \[●\]

Primary reviewer: \[●\]; Backup reviewer: \[●\]; Seven-day approval period applies: Yes / Alternative approved period \[●\]

Default England and Wales / Alternative expressly agreed: \[●\]

\[Insert only terms expressly agreed before activation\] Schedule 2 — Deliverables, Milestones and Reporting

1 \[Format, length, platform, concept, script, required claims and files\]

\[●\]

\[●\]

\[●\]

2 \[Format, length, platform, concept, script, required claims and files\]

\[●\]

\[●\]

\[●\]

3 \[Format, length, platform, concept, script, required claims and files\]

\[●\]

\[●\]

\[●\]

\[Publication evidence, raw files if purchased, analytics and completion report\]

\[●\]

\[●\]

\[●\]

Reporting metrics and delivery method: \[Specify screenshots, platform exports, views, reach, impressions, engagement, clicks, code use, sales attribution and reporting dates. Do not request audience-level personal data unless necessary and lawful.\] Schedule 3 — Content Rights, Usage and Exclusivity

Select and complete the rights actually purchased. If this Schedule is incomplete, the limited 90-day organic repost licence in clause 10.2 applies.

Licence / Assignment under clause 10.4; Assigned Deliverables, if any: \[●\]

Non-exclusive / Exclusive; If exclusive, scope and purpose: \[●\]

Creator’s original post / Brand-owned organic social / Brand website / Email / Paid social / Display / Broadcast / Out-of-home / Retailer / Other: \[●\]

Not permitted / Permitted; Channels: \[●\]; Spend cap: \[●\]; Audience and territory: \[●\]

Not permitted / Permitted; Approved platform authorisation: \[●\]; Duration and spend cap: \[●\]

Start trigger: \[first publication / full payment / other\]; End date or duration: \[●\]

\[●\]

Technical resize / Crop / Captions / Translation / Cut-down / Remix / Voice or image alteration / Other: \[●\]; Prohibited edits: \[●\]

Not permitted / Affiliates / Agency / Media buyers / Retailers / Named parties: \[●\]

Not included / Included after full payment; Included files and permitted use: \[●\]

Permitted after public launch / Embargo until \[●\] / Other: \[●\]

None / Applies; Restricted category or named competitors: \[●\]; Territory: \[●\]; Start and end: \[●\]; Additional exclusivity fee: \[●\]

Optional renewal or extension fee / process: \[●\]