MASTER SERVICES AGREEMENT (BRAND - CLIENT)

Scope of Work & Independent Contractor: Agency shall provide influencer marketing management services, including sourcing, vetting, brief creation, content review, and campaign administration ("Services") as outlined in executing Statements of Work ("SOW"). Agency acts as an independent prime contractor and retains sole discretion over creator compensation arrangements, margins, and operational execution.

Fees, Schedule & No Direct Payments: Client agrees to pay Agency the total lump-sum campaign fee specified in the applicable SOW, acknowledging that quotes are non-itemized and include service markups and creator payouts. Payment schedule includes a 50% Deposit due upon SOW execution prior to outreach, and a 50% Final Balance due prior to public posting. Client shall under no circumstances issue direct payments to any creator introduced or managed by Agency.

Exclusivity, Restricted Period & Liquidated Damages: Communications, briefs, negotiations, and payments involving Introduced Creators shall be managed exclusively through Agency. Client shall not contact, solicit, or contract with Introduced Creators independently during the term and for twelve (12) months following the signed SOW. In breach, Client shall pay liquidated damages equal to 100% of gross fees paid/payable or $5,000 USD, whichever is greater.

Provision and Delays: Client is solely responsible for shipping required product samples directly to designated creators in a timely manner at Client's sole expense. Campaign timelines and posting schedules shall be extended automatically to account for fulfillment, customs, or shipping delays caused by Client or its logistics providers.

Review Window & Organic Usage: Client has three (3) business days from receipt of draft creator content to request reasonable revisions matching the brief; unresponded content is deemed approved. Upon full payment, Client receives a non-exclusive, worldwide license to repost and feature approved content on official digital channels for 30 days post-campaign; paid ad whitelisting requires an explicit addendum and fee.

Terms & Liability Cap: Both Parties agree to keep campaign rates, strategies, trade secrets, and terms strictly confidential. Agency's total liability shall not exceed total fees actually paid by Client under the specific SOW giving rise to the claim, with no guarantees regarding minimum sales volumes or algorithmic virality.

Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada.