STANDARD CONTRACT TERMS

Last Modified: February 3, 2026

Brands and Creators who enter into an agreement to work with each other pursuant to which a Creator will create materials for Brand in consideration for Brand Earnings under the Brand/Creator Agreement on the Marketplace agree to these Standard Contract Terms (this “Standard Contract”) unless Brand and Creator otherwise enter into a separate written agreement overriding this Standard Contract. Users may not, by agreement amongst themselves, alter the rights or responsibilities of Statusphere, Inc. (“Statusphere”), including any provision of the Users’ respective agreements with Statusphere, or agree to any terms that would violate the Creator Terms of Service between Statusphere and Creator, pursuant to the terms located at https://www.joinstatus.com/terms-for-creators (the “TOS”) or the agreement executed by Statusphere and Brand. Neither Statusphere nor any affiliate of Statusphere is a party to any Brand/Creator Agreement by or between Users regardless of whether this Standard Contract is incorporated.
‍

You acknowledge and agree that Users have discretion whether to contract with each other and will negotiate and determine the specific terms of their Brand/Creator Agreement with each other. However, unless Brand and Creator separately negotiate an executed agreement related to the Creator Services, this Standard Contract will govern the agreement between Brand and Creator.
‍

1. DEFINITIONS

The following capitalized terms have the following meanings:
‍

“Brand” means any person who entered into a Brand/Creator Agreement to obtain Creator Services from a Creator.
“Brand/Creator Agreement” means, as applicable, the contractual provisions between a Brand and a Creator governing the Creator Services to be performed by a Creator for Brand for an Engagement.
“Brand Earnings” means the fees Brand agrees to pay to Statusphere as the agent, to be paid out to Creator in consideration for the Creator Services.
“Brand Materials” means requests, intellectual property, our name(s), trademark(s), logo(s), indicia, materials, photographs, video, products and content and any other information or materials that Brand provides to Creator for Creator to perform Creator Services.
“Confidential Information” means any information provided to, or created by, a User for a Brand/Creator Agreement or to perform or assist in performing Creator Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that is known to the public or that: (a) is generally known by third parties as a result of no act or omission of Creator or Brand; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of another person’s Confidential Information.
“Creator” means any person who entered into a Brand/Creator Agreement to perform Creator Services for a Brand.
“Creator Content” means any tangible or intangible results or deliverables that Creator agrees to create for, or actually delivers to, Brand as a result of performing the Creator Services, including, but not limited to, social media posts, and any intellectual property developed in connection therewith.
“Creator Services” means all services performed for or delivered to Brands by Creators in connection with a specific Brand/Creator Agreement.
“Engagement” means an engagement for Creator Services that a Creator provides to a Brand under a Brand/Creator Agreement on the Marketplace.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Marketplace” means Statusphere’s online marketplace platform through which Creators and Brands connect, communicate, and agree to terms governing the Creator Services and the Brand Earnings payable by the Brand.
“Statusphere Fee” means the portion of the Brand Earnings that Statusphere may retain as consideration for providing the Marketplace or any portion thereof, as applicable.
“User” means Brands and Creators collectively.
‍

2. SERVICES

Brand and Creator agree that the Creator is performing services as an independent contractor and that Creator is not an employee or agent of Brand. Creator will perform the Creator Services in a professional and workmanlike manner in accordance with the professional experience represented by Creator in Creator’s profile, proposals, and other communications. The manner and means of performing the Creator Services, including the tools to be used in completing the work, will be determined and controlled by Creator except as expressly limited by Brand’s specifications and the timelines as agreed by the parties in writing (email to suffice) from time to time.
Brand and Creator agree to respond to communications relevant to completion of the Brand/Creator Agreement via the Marketplace within 7 days, unless Creator has communicated to Brand via the Marketplace that they will be unavailable for an extended period. Creator will timely deliver any agreed upon Creator Content within the timeframe agreed upon by Creator and Brand, or will provide a minimum of 24 hours’ advance notice in the event that Creator will not be able to meet the deadline.
Users agree that, once accepted, the terms of the Brand/Creator Agreement cannot be modified by a User without obtaining the consent of the other before making changes to the Brand/Creator Agreement, including by adding additional or different milestones, by closing a Brand/Creator Agreement, or making other changes to the Brand/Creator Agreement on the Marketplace. If consent of the other party is not first obtained, the other party may reject such changes by terminating the Brand/Creator Agreement or accept such changes by continuing to work on the Brand/Creator Agreement.
The parties agree that failure to comply with the provisions of this Section may result in a refund of funds to the other party.
If Creator posts or uploads Creator Content which is designed to promote, directly or indirectly, third-party goods, services or image in return for payment, other valuable consideration, or self-promotional purposes (including advertising, sponsorship, and product placement) (together, “Advertising Content”), then Creator must comply with the requirements set out in this Standard Contract. Creator must ensure that any Advertising Content which it posts in connection with the Creator Services does not:
- Prejudice respect for human dignity;
- Include or promote discrimination based on sex, racial or ethnic origin, nationality, religion or belief, disability, age or sexual orientation;
- Encourage behavior prejudicial to health or safety;
- Cause physical, menta, or moral detriment to any person;
- Advertise or encourage violence or illegal activity

3. RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS, INCLUDING AGENCY MEMBERS

If a User subcontracts with or employs third parties to perform Creator Services on behalf of the User for any Engagement, the User represents and warrants that it does so as a legally recognized entity or person and in compliance with all applicable laws and regulations. Further, at all times a User that agreed to perform services under a Brand/Creator Agreement remains responsible for the quality of the services and represents and warrants that User has entered into agreements with any such employees and subcontractors on confidentiality and intellectual property at least as strong as those in this Standard Contract.
‍

4. CLIENT PAYMENTS AND BILLING

By entering into a Brand/Creator Agreement, the Brand agrees to pay the Brand Earnings applicable and relevant to such Engagement in accordance with the pricing agreed by the parties in writing (email to suffice). The Brand and Creator participating in the Engagement authorize Statusphere or any of its subsidiaries, affiliates or service providers to, acting as an agent of the Brand, to collect, hold, and process the Brand Earnings and any applicable taxes, to deduct the Statusphere Fee, and to pay out the sums due to the Creators. The Brand’s payment of Brand Earnings to Statusphere will be deemed to be a payment to the Creator and will satisfy the Brand’s obligation to the Creator.
‍

5. TERMINATION OF A SERVICE CONTRACT

This Standard Contract commences as of the date the parties agree in writing (email to suffice) to work with each other and shall terminate upon the completion of the Creator Services (“Term”). Either Brand or Creator has the right to terminate the Brand/Creator Agreement (a) immediately on the end date specified and mutually agreed by the parties in writing (b) upon completion of the Creator Services, (c) in the event of a material breach provided such breach is not cured within ten (10) days of the breaching party receiving written notice of such breach, or (d) with the consent of the other party. Except as required by law or as otherwise may be agreed to by the parties, Brand remains obligated to pay the Brand Earnings for any Creator Services provided prior to termination of the Brand/Creator Agreement. If Brand terminates for Creator’s breach, Creator will promptly refund Brand by returning the Brand Earnings for Creator Services not performed to Statusphere and Brand shall have no obligation to pay further Brand Earnings. On any termination or expiration of this Standard Contract, Creator shall promptly give Brand all Brand Materials in your possession. Sections 6 through 11 and any other terms that by their nature survive, shall survive any termination or expiration of this Standard Contract. Additionally, within a reasonable period of time after Brand’s written request to Creator to do so, both during the Term and afterwards, Creator will remove any social media posts you made as part of performing the Creator Services for Brand.

‍

6. INTELLECTUAL PROPERTY RIGHTS
‍

THIRD-PARTY RIGHTS Creator represents and warrants that Creator will not incorporate or use the materials of any third party including those of any other client or any employer, in performing the Creator Services that are not generally available for use by the public or have not been legally transferred to the Brand.
‍
‍BRAND MATERIALS Brand grants Creator a limited, non-exclusive, revocable (at any time, at Brand’s sole discretion) right to use the Brand Materials as necessary solely for the performance of the Creator Services under the applicable Brand/Creator Agreement. Brand reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Brand Materials. Upon completion or termination of the Brand/Creator Agreement, or upon Brand’s written request, Creator will immediately return all Brand Materials to Brand and further agrees to destroy all copies of Brand Materials contained in or on Creator’s premises, systems, or any other equipment or location otherwise under Creator’s control. Within ten days of such request from Brand, Creator agrees to provide written certification to Brand that Creator has returned or destroyed all Brand Materials as provided in this subsection. Creator may only use such Brand Materials with Brand’s prior written approval and shall promptly return such Brand Materials to Brand and cease use of such Brand Materials upon termination or expiration of this Agreement or upon Brand’s earlier request. For the sake of clarity, no right is granted to Creator to modify or make derivative works of Brand Materials. To the extent Creator obtains any rights, including any Intellectual Property Rights or other proprietary rights in or to the Brand Materials or any derivative works thereof, Creator will assign, transfer and convey and hereby does assign, transfer and convey all such rights, including any and all Intellectual Property Rights and other proprietary rights, to Brand.
‍‍
OWNERSHIP OF CREATOR CONTENT Creator shall at all times retain ownership of all rights, title and interest in the Creator Content, (except for any Brand Materials), including without limitation all Intellectual Property Rights in the Creator Content (except for any Brand Materials), which shall be the sole and exclusive property of Creator.
‍‍
LICENSE TO CREATOR CONTENT Creator hereby grants to Brand during the term of such rights, a non-exclusive, irrevocable, perpetual, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and otherwise exploit the Creator Content solely for Brand’s advertising, marketing, and promotional purposes, including without limitation organic social media, email marketing, websites, and other digital media now known or hereafter developed. Creator hereby further grants to Brand during the term of such rights, a non-exclusive, worldwide, fully-paid and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and otherwise exploit the Creator Content in paid digital advertising, including paid social media, solely for a period of one (1) year from the date the Creator Content is first published. The foregoing rights and licenses apply unless Creator and Brand expressly agree otherwise.
‍

7. CONFIDENTIAL INFORMATION
‍

CONFIDENTIALITY To the extent a Brand or Creator provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Creator Services (including, without limitation, the storage or transmission of Confidential Information on or through the Marketplace for use by Creator); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Creator Services.
RETURN If and when Confidential Information is no longer needed for the performance of the Creator Services for a Brand/Creator Agreement or at Brand’s or Creator’s written request (which may be made at any time at Brand’s or Creator’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
PUBLICATION Without limiting Section 7 (Confidentiality), Brand and Creator will not publish, or cause to be published, any other party’s Confidential Information or Creator Content, except as may be necessary for performance of Creator Services for a Brand/Creator Agreement.‍
IMMUNITY A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. Sec. 1832, if it: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
‍

8. REPRESENTATIONS
‍

Mutual Representations. Each of Creator and Brand each represent and warrant to the other that (a) it is authorized to enter into this Agreement and to perform all of our obligations; and (b) in executing this Agreement, such party has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.
Creator Representations. Creator represents and warrants that (a) it has not made, nor will it make, any agreement or commitment with any third party that would likely prevent or materially interfere in any way with Creator’s provision of the Creator Services or the exercise of the rights granted to us (other than as specifically set out in this Agreement); (b) any factual or opinion-based statement Creator makes in connection with the Creator Services is a true reflection of your beliefs, findings, or opinions; (c) Creator will perform the Creator Services and deliver all Creator Content in compliance with the guidelines set forth in Exhibit A hereto and all federal, state, and local laws, statutes, ordinances, rules, regulations, orders, and requirements, whether now in force or later enacted, relating to this Agreement, including without limitation consumer disclosure requirements such as the United States Federal Trade Commission Guidelines Regarding Endorsements available on www.ftc.gov, and in a manner that does not infringe or violate any third party’s personal or property rights. Creator further represents and warrants the following:
‍
1. The Creator Content complies in full with this Standard Contract;
2. Creator has the written consent of each and every identifiable natural person referred to or mentioned in the Creator Content, if any, to use such person’s name, voice, and likeness in the manner contemplated by this Standard Contract, and each such person has released Creator from any liability that may arise in relation to such use;
3. Creator either owns its Creator Content (and all Intellectual Property Rights in it) or has obtained, and is solely responsible for obtaining, all consents required by applicable law to provide Creator Content relating to third parties;
4. The Creator Content and Brand’s use thereof as contemplated by this Standard Contract will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights and privacy rights;
5. the Creator Content does not include any information or material that a governmental body deems to be sensitive or classified information, and your provision of Creator Content in connection with the Creator Services is not violative of any confidentiality rights of any third party;
6. Brand may exercise the rights to the Creator Content granted to Brand under this Standard Contract without liability for payment of any guild or other fees, residuals, payments, or royalties payable under any collective bargaining agreement or otherwise;
7. Creator will not upload or make available through the Creator Services, either directly or by other means: any personal information of children under 13 or the applicable age of digital consent;
8. The Creator Content does not include nudity or other sexually suggestive content; hate speech, threats, or direct attacks on an individual or group; content that is abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy; sexist or racially, ethnically, or otherwise discriminatory content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without such person’s consent; spam, machine-generated content, or unsolicited messages; and/or otherwise objectionable content;
9. the Creator Content is:
  1. of satisfactory quality, taking account of any description of such Creator Content, the price, and all other relevant circumstances including any statement or representation which Creator makes about the nature of such Creator Content;
  2. reasonably suitable for any purpose which the Brand has made known to Creator is the purpose for which the Brand is using the Creator Content; and
  3. to the best of Creator’s knowledge, all Creator Content and other information that Creator provides to Brand is truthful and accurate.

9. LIMITATION OF LIABILITY

EXCEPT FOR EACH PARTY’S INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (A) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH A BREACH OR ALLEGED BREACH OF THIS AGREEMENT, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AN AMOUNT GREATER THAN THE BRAND EARNINGS.
‍

10. INDEMNIFICATION

Creator agrees to release Brand and to indemnify, defend and hold harmless Brand, together with its affiliates and its and their respective officers, directors, employees, agents, insurers, shareholders, licensees, contractors, predecessors, successors or assigns, from and against any and all claims, actions, demands, damages, liabilities, regulatory proceedings, costs (including settlement costs), and expenses (including reasonable outside attorneys’ fees and costs) arising out of or in connection with any Creator Services performed by Creator under this Agreement, including but not limited to Creator’s breach of its representations and warranties.
‍

11. MISCELLANEOUS.

Creator and Brand each agree that: (a) Creator is an independent contractor; as such, Creator is not eligible for any employee benefits, and Brand will not make deductions from payments made to Creator for employment or income taxes, which are Creator’s responsibility; (b) this Standard Contract and all related matters and/or issues shall be governed by the laws of the State of Delaware, without regard to its conflict laws of principles; (c) any controversies or disputes arising out of or relating to this Standard Contract shall be resolved exclusively in either the state or federal courts located in California, and each party consents to the personal jurisdiction of such courts over it; (d) this Standard Contract contains the entire agreement between Brand and Creator, and supersedes all previous agreements between the parties hereto, whether written or oral, with respect to the Creator Services and this is the only agreement between the parties hereto concerning Creator’s promotion efforts for Brand and cannot be modified or waived except by a writing signed by the parties; (e) this Standard Contract shall become effective upon delivery to each party of original, photocopied, or electronically transmitted (whether by facsimile, or by email in .TIFF, .PDF or .JPG formats) signature pages that together (but need not individually) bear the signatures of all other parties; (f) any notices required under this Standard Contract must be in writing and delivered by hand or sent by registered or certified mail (postage prepaid) or by email to the addresses for the parties that each party provides to the other party in writing for the purpose of receiving notices; (g) any waiver of any term of this Standard Contract, or any breach of this Standard Contract, must be in writing and signed by the party claimed to have waived or excused the breach, and applies only with respect to that specific term or breach and not any others; (h) headings and captions are inserted for convenience and reference only and do not define, determine, or otherwise limit or affect the scope or content of any term of this Standard Contract; (i) in the event that any of the provisions of this Standard Contract shall be held illegal or unenforceable by a court of competent jurisdiction, such provisions shall be limited or eliminated to the minimum extent necessary so that this Standard Contract shall otherwise remain in full force and effect; (j) this Standard Contract may be executed in counterparts, each of which will be deemed an original and all counterparts, each of which shall be an original, but in the aggregate, will constitute, for all purposes, a single instrument; (k) Creator may not assign or otherwise transfer or delegate its obligations under this Standard Contract; and (l) neither party shall make any statement, orally or in writing, nor take any action, that disparages the other party or its affiliates or any of their products or services, or that harms or reasonably should be expected to harm the reputation or goodwill of any of the foregoing.

‍

STATUSPHERE

‍