Terms of Service Agreement

This Terms of Service Agreement ("Agreement"), by and between Around The Block Consulting Ltd. DBA TrendJoy (the "Agency"), and [Client's Company Name] (the "Client"), collectively referred to as the "Parties".

WHEREAS, the Agency is engaged in the business of providing influencer marketing services;

WHEREAS, the Client desires to engage the Agency to procure influencer marketing services pursuant to the terms and conditions herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Engagement and Services

1.1 Scope of Services: The Agency shall provide influencer marketing services which include, but are not limited to, identifying and engaging with content creators to produce and publish content that promotes the Client’s products or services, as detailed in a campaign brief ("Brief") provided by the Client.

1.2 Access to Platform: The Agency grants the Client access to a digital platform to monitor and manage campaigns. The Client may also manage campaigns through other agreed means such as emails and collaborative tools like GSuite.

1.3 Content Review and Approval: The Agency shall submit all content produced by the content creators to the Client for review and approval before any public release or usage. The Client shall have the right to approve all content or request one revision to ensure compliance with the Brief, provided that such revisions are solely to ensure compliance with the agreed Brief and deliverables. Briefing or requirement will not be changed for any creator after the date in which an agreement on fee has been made for a given sponsorship.

2. Compensation

2.1 Fees: The Client agrees to pay the Agency fees as agreed per creator engaged, as detailed in the fee schedule annexed hereto. Fees are agreed upon pre content drafting.

2.2 Payment Terms: Payments are due within thirty (30) days from the receipt of the invoice issued by the Agency after publication of any content.

2.3 Performance Independent Payments: Payment obligations are due upon Client’s approval of content during the reviews process and are independent of the content’s performance post-publication.

3. Intellectual Property

3.1 Creator Ownership: Subject to the terms hereof, the Content Creators retain ownership over all original content they create, except as otherwise agreed in writing.

3.2 Client Licenses: In the event of a licensing agreement and or usage agreement being made, the Client is granted a non-exclusive, royalty-free, worldwide license to such content under this Agreement..

4. Term and Termination

4.1 Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either Party giving not less than forty-five (45) days written notice.

4.2 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its terms and fails to correct the breach within fifteen (15) days following written notice describing the breach.

5. Confidentiality

5.1 Confidential Information: Each Party agrees to keep confidential all knowledge and information expressly identified as confidential or which reasonably should be considered confidential under the circumstances. This does not prevent Agency from sharing briefing, requirement, compensation or branding material with content creators or affiliates in the execution of the services outlined in this Agreement.

6. General Provisions

6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without giving effect to any principles of conflicts of law.

6.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved by arbitration in accordance with the laws of the Republic of Cyprus.

6.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.

6.4 Amendment: Agency retains the right to ammend these terms at it's own discretion. Agency will make all reasonable efforts to notify Client of changes.