Bare Necessities Summer 2025 Customer Feedback Content Campaign Terms and Conditions

TALENT SERVICES AGREEMENT

This Talent Services Agreement (“Agreement”) is effective as of February 7, 2025 (the “Effective Date”), by and between BareWeb, LLC d/b/a Bare Necessities (the “Brand” or “Bare Necessities”), with an address of 1 Harmon Plaza, Suite 401 Secaucus, New Jersey 07094, and the individual named during registration, sign-up or agreement execution process (“Talent”). Brand and Talent may each be referred to herein as a “Party” or collectively as the “Parties.”

In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Term: The term of this Agreement commences on the Effective Date and continues through the Usage Term (the “Term”).

Services: Talent agrees to (i) produce at Talent’s expense images and videos to be featured as part of the Brand’s campaign for Summer 2025 (“the Materials”), (ii) provide the Brand with high resolution photos and/or videos of the applicable Materials, and (iii) provide the content featuring the Materials (“Talent Content”) as outlined in the Influencer Campaign Brief to be provided by the Brand.

Content Requirements:

1)    All images must adhere to the Influencer Campaign Brief provided to Talent.

2)    Prior to delivering or posting any Talent Content, Talent must opt-in to Brand’s marketing platform, Later.

Usage: Talent hereby grants Bare Necessities a royalty-free, worldwide license to use the Materials (including, without limitation, the photos and videos delivered) and the Talent Content, or any portion thereof, and the right to use Talent’s name, biography, voice and likeness (collectively, the “Likeness”), for PR, Website, Digital Magazine, Social Media (including organic, paid, and whitelisting), CTV, Digital Marketing, Print Marketing, Email, Wild Posting, In-Store (including windows and printed collateral), Launch Event Marketing Collateral, Hangtags, Labels, and Packaging in perpetuity after all Talent Content has been received and approved by the Brand (the “Usage Term”). Notwithstanding the foregoing, (x) Talent may display, copy and use the Talent Content during the Term and thereafter, (y) neither Bare Necessities nor any transferee shall be under any obligation to remove any Talent Content (or Likeness) from its/their website or social media channels after the Term, and (z) Bare Necessities and any transferee shall retain the right to display, copy and use such Talent Content (and Likeness) after the Term for administrative, historical, portfolio, and award consideration purposes.

Schedule: Talent agrees to produce and deliver all content and drafts according to the mutually agreed upon schedule, to be listed within the Influencer Campaign Brief.

Approvals and Briefing Process:

1)     Brand agrees to provide Talent with a Influencer Campaign Brief prior to the shoot outlining the inspiration and talking points required for each content required pursuant to the Services set forth above (the “Influencer Campaign Brief”).

2)     Talent agrees to provide content previews, storyboarding, and/or concepts to Brand in advance of shooting the Talent Content.

3)     Reshoots: Talent agrees to a one-time reshoot of the Talent Content for any reason in Brand’s sole discretion. Notwithstanding the foregoing, in the event Talent does not follow the Influencer Campaign Brief, Talent shall be required to reshoot or edit the Materials to comply with the Influencer Campaign Brief. Such reshoot/s shall be at a mutually agreed upon time, subject to Talent’s prior professional commitments.

FTC Guidelines: Talent shall at all times comply with all applicable federal, national, state, provincial, local and other laws, rules, regulations and guidelines, including without limitation all FTC regulations and guidelines including, without limitation the FTC's Revised Endorsement Guidelines by using FTC approved disclosures such as “sponsored”, “ad” or “paid ad” toward the beginning of a post and not buried between other text or hashtags; including such disclosures in the content of a video post (verbal or written disclosure is acceptable as well as a written disclosure above the fold if such video lives on YouTube), and avoiding disapproved disclosures such as “sp”, “spon” and “partner”.

Non-Disparagement: Talent agrees not to disparage Bare Necessities and/or any of its affiliates, employees, contractors, or partners publicly (on public forums, blogs, social networks, etc.) at any time during or subsequent to the contract period. For purposes of this agreement, the term disparage includes without limitation comments or statements made in any matter or medium which would adversely affect any manner of the conduct of the business of the Brand, without limitations to the Brand's business plans or prospects or the business reputation of the Brand.

Termination for Performance: If Talent does not adhere to the Schedule, or if in Brand’s reasonable discretion the Talent Content does not follow the Influencer Campaign Brief, then Brand may terminate this Agreement and no Compensation (as defined below) shall be owed to Talent.

Compensation, Invoicing, and Payment:

1)     The Brand agrees to pay Talent for all services and deliverables rendered under this Agreement as stated in the Later Platform (“Compensation”).

2)     All payments shall be made within thirty (30) days after receipt of all approved content/deliverables; provided, however, that if Talent fails to perform its obligations as set forth in this Agreement, then the Brand shall have no obligation to render the Compensation.

3)     Talent will be paid out via electronic transfer through Later unless an alternative payment process (such as invoicing) is mutually agreed upon.

4)     In the event Talent does not deliver the Talent Content to Brand in accordance with the Schedule, the Compensation shall be reduced by five percent (5%) after 3 (three) days and ten percent (10%) after 5 (five) days.

5)     Talent shall be responsible for any expenses in connection with the services hereunder.