Aunt Fannie Inc. Provider Agreement

This Aunt Fannie’s Influencer Group Provider Agreement (“Agreement”) is an agreement between Aunt Fannie Inc. (“Aunt Fannie”) and you governing your Services (as defined below). By clicking “I Accept” and applying to join the Aunt Fannie’s Influencer Group, you accept the terms of this Agreement.

For good and valuable consideration, you and Aunt Fannie agree to the following:

1. Term.

The term of this Agreement (the “Term”) begins on the later of the date you click
the “I Accept” button or the date Aunt Fannie approves your application to join the Aunt Fannie’s
Influencer Group. The Term shall continue until terminated under Section 10.

2. Your Services.

a. General. During the Term, you shall create content (such as text articles, images, and video) (“Content”) to be published on your platforms (such as your blog(s) or social media platforms and drive traffic to such Content from your blog(s) or social media platforms (the “Services”).

b. Content. Subject to Aunt Fannie granting approval to publication, such Content
shall endorse, promote, or describe Aunt Fannie or the products and partners offered on
by Aunt Fannie or its affiliates (together, the “Aunt Fannie Products/Services”).

i. You will create Content that is unique and original and has not been published previously.
ii. Content or posts shall be free of typos, incorrect grammar or nonfunctioning/dead links.
iii. Content shall be formatted according to requirements specified in the applicable Campaign Brief.

c. Driving Traffic. In addition, you shall provide links on your own blog(s) and
social media channels that drive traffic to the Content. You shall meet the following requirements throughout the Term:

i. You have a blog that reaches at least 5,000 unique monthly visitors.
ii. You have at least two social channels to drive traffic to the Content.

d. Standards. At all times during your performance of the Services:

i. You will act in a professional manner, in accordance with the highest
standards in the industry for services similar to the Services performed by you.
ii. You will not act or engage in any practice or conduct that is in any manner detrimental to the reputation of Aunt Fannie or Aunt Fannie Products and Partners
iii. You will not take any action that may harm the environment or endanger the health and safety of Aunt Fannie employees or the public.
iv. You will not knowingly or recklessly make any false, misleading or disparaging remarks about Aunt Fannie or Aunt Fannie Products and Partners.
v. You will comply with all reasonable and lawful requests or directions of Aunt Fannie
vi. If applicable, you will disclose your relationship to Aunt Fannie as described in Section 14 below.
vii. If applicable, to comply with FTC guidelines, you shall, as reasonably requested by Aunt Fannie, furnish appropriate testimonial affidavits with respect to the Aunt Fannie Products.
viii. You shall comply with the Quality Guidelines attached hereto as Exhibit A and incorporated as part of this Agreement.

3. Aunt Fannie Obligations.

a. Payment. In full consideration of your Services, Aunt Fannie’s use of Publicity Materials (as defined below) and Content, and other rights granted and obligations assumed by you hereunder, Aunt Fannie agrees to pay you a mutually agreeable compensation amount, which shall be specified in the applicable Campaign Brief.

i. Payment will be subject to verification and approval that you performed the Services in accord with this Agreement and the applicable Statement of Work. If you fail to perform the Services fully the corresponding payment may be reduced or withheld at Aunt Fannie’s discretion. Aunt Fannie shall issue all approved payments within 21 days of posting.
ii. All travel expenses must be pre-approved in writing by Aunt Fannie to be eligible for reimbursement. If approved, a copy of all travel receipts must be submitted to Aunt Fannie for review and reimbursement.

b. Agency (“Agency”) Aunt Fannie may engage an agency to perform Aunt Fannie’s responsibilities under this Agreement. Insofar as Agency is acting as Aunt Fannie’s agent, you agree to cooperate with Agency as if it were Aunt Fannie.

4. Use of Publicity Materials.

a. During the Term and for 90 days thereafter, you grant to Aunt Fannie’s a non-exclusive,worldwide, irrevocable, royalty-free, sublicensable (through multiple tiers) right to copy, display, distribute and otherwise use your name, signature, and likeness (collectively, your “Likeness”), and your domain names, trademarks and logos (collectively, your “Marks”) to promote the Content and your relationship with Aunt Fannie. Together, the Likeness and Marks shall be referred to herein as “Publicity Materials.”

b. You agree that Aunt Fannie may use your Publicity Materials under this Agreement in whole or in part and may alter them, provided their general sense is not changed.

c. You agree that Aunt Fannie may copy, display, distribute, and otherwise use your Publicity Materials in perpetuity for internal use after the 90-day period following the Term has expired.

d. You acknowledge and agree that Publicity Materials that Aunt Fannie distributes to third parties or on third party platforms may be retained by those third parties and made available by them indefinitely. You agree that Aunt Fannie shall have no obligation or responsibility with respect to such Publicity Material in a third party’s custody or control.

e. You agree that you shall have no right to review Publicity Materials before Aunt Fannie uses them. You irrevocably release and forever discharge Aunt Fannie, and its directors, officers, employees, shareholders, affiliates, successors and assigns from all actions, causes of action, suits, claims and demands whatsoever which you may have against any of them that are related to use of Publicity Materials in accordance with this Agreement.

5. Ownership.

a. Content. All Content that you create for Aunt Fannie under this contract, and all intellectual property rights therein that can be assigned to Aunt Fannie, shall be and remain Aunt Fannie’s property. The foregoing notwithstanding, this Agreement does not affect ownership of your Publicity Materials, and the intellectual property rights in your Publicity Materials. Any copyrightable Content created hereunder that is a contribution to a collective work, part of an audiovisual work, a compilation, or a supplementary work shall be a work made for hire under U.S. copyright law and you shall retain no ownership rights in or to that Content. You agree that you are not an employee of Aunt Fannie. If any of the Content created pursuant to this Agreement is not a work made for hire, you hereby assign and agree to assign all right, title and interest to that Content to Aunt Fannie. You agree to execute any additional documents that Aunt Fannie may so require to effect the intention of this Section 5. To the extent the Content is not assignable, you grant Aunt Fannie a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and other intellectual property rights you have in the Content, in any media known now or developed in the future, subject to the limitations (stated above) on Aunt Fannie’s ability to use your Publicity Materials. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against Aunt Fannie, its sub-licensees, or its assignees, with respect to Aunt Fannie’s use of Content that is not in breach of this Agreement.

b. Aunt Fannie Materials. All Aunt Fannie copyrighted materials, trademarks, service marks, etc. shall remain the property of Aunt Fannie, and Aunt Fannie grants you a limited, revocable right throughout the Term to use its copyrighted materials, trademarks and service marks, only to the extent expressly permitted herein or otherwise by Aunt Fannie in writing.

6. Takedown and Removal.

a. If you violate this Agreement, you must, upon Aunt Fannie’s demand, remove Content, references to Content or references to Aunt Fannie from any form of media under your control within 24 hours.

b. Aunt Fannie reserves the right to exclude you from the Influencer Group permanently if you fail to remove any Content that is already or will be paid for by Aunt Fannie. This provision does not apply if such removal was requested by Aunt Fannie.

7. Confidentiality.

You shall not disclose any of Aunt Fannie’s confidential information without Aunt Fannie’s prior written consent. Such information shall include the financial terms and other information about your Services.

8. Conflicts of Interest; Exclusivity.

a. Prior to accepting any Campaign Brief, you will disclose any conflict of interest (e.g., if you are working on a similar program for a competing brand or are an employee of a competing brand).

b. Notwithstanding your obligations under Section 2(c), during the Term, you shall not copy, in full or in part, any Content created for Aunt Fannie on any third party platforms that offer services, products or brands that are competitive to Aunt Fannie Products, such as Method, Seventh Generation, Honest Company or Mrs. Meyer’s.

9. Representations, Warranties and Covenants.

You represent, warrant and covenant that, throughout the Term:

a. You are 18 years of age or older.

b. You have the right and authority to enter into this Agreement, and to provide the Services, without violating the rights of any third party.

c. You are the sole owner of or have all rights and authority necessary to convey the licenses granted under this Agreement.

d. (i) Your provision of Content to Aunt Fannie; (ii) your causing Content to be posted on Aunt Fannie or its sublicensees’ website(s); and (iii) use of any such Content, or derivatives thereof, by Aunt Fannie, its users, or others in contract with Aunt Fannie will not infringe any rights, including intellectual property rights, of any third party.

e. You will comply with all applicable laws, regulations, orders and ordinances in rendering the Services.

f. The Services you provide to Aunt Fannie will not violate any terms of use of any third party platforms that host your blog(s) or social media channels.

10. Termination; Survival.

a. Right of Termination. Either party shall have the right for any reason, upon written notice to the other, to terminate this Agreement immediately.

b. Survival. The following sections of the Agreement survive termination: 4, 5, 6, 7, 10(b), 10(c), 11, 12, 16, and 17.

c. Effect of Termination.

i. Aunt Fannie shall only be obligated to pay you for Services rendered prior to the effective date of termination, and you will promptly reimburse Aunt Fannie for any prepaid amounts in respect of Services to be performed after the effective date of termination.
ii. After the effective date of termination, you shall not remove Content, references to Content or references to Aunt Fannie from any form of media under your control unless requested by Aunt Fannie.

11. Indemnification.

a. You shall defend, indemnify and hold harmless Aunt Fannie, and its directors, officers and employees, from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable attorney fees and costs) arising out of any action or proceeding by any third party based upon: (i) your breach of this Agreement; (ii) any Content, information, work product or material supplied by you to Aunt Fannie; (iii) the infringement of the rights of any person or entity related to the use of any Content or Publicity Materials under this Agreement; or (iv) your gross negligence, fraud or willful misconduct.

b. You will give Aunt Fannie prompt written notice of any claim that any Content or Publicity Material infringes the rights of a third party.

12. LIMITATION OF LIABILITY.

a. SUBJECT TO SECTION 12(C), EACH PARTY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF SUCH PARTY’S DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OWED BY AUNT FANNIE FOR THE SERVICES PURSUANT TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. SUBJECT TO SECTION 12(C), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OF THE OTHER PARTY OR OF ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF SAVINGS, LOST DATA, AND LOST PROFITS, REGARDLESS OF THE CAUSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

c. THE LIMITATIONS IN SECTIONS 12(A) and 12(B) SHALL NOT APPLY TO ANY CLAIM THAT IS SUBJECT TO CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.

13. Independent Contractor Status.

In performing the Services, you shall operate as, and have the status of, an independent contractor and shall not act as or be an agent or employee of Aunt Fannie.

14. Disclosure of Relationship.

a. Any links or posts provided on your own blog(s) or social media channels shall comply with FTC requirements, which include disclosing your relationship with Aunt Fannie and anything you received in conjunction with the campaign using the language provided with each campaign.

b. Other than in performing the Services, you shall not communicate publicly about Aunt Fannie without Aunt Fannie’s prior permission. Other than in performing the Services, you shall not communicate privately about Aunt Fannie if your communication is reasonably likely to be distributed publicly (as by a journalist).

c. You shall not use any of Aunt Fannie’s logos, trademarks or trade names without Aunt Fannie’s prior written consent, except as otherwise contemplated herein.

d. In performing the Services, if you are asked to speak in an editorial or expert capacity (including through live appearances or through any media) in any situation in which it is not obvious that you are acting on behalf of Aunt Fannie, you will use your best efforts to follow the training provided by Aunt Fannie and, when speaking about or referring to the any Aunt Fannie Products/Services, directly or indirectly, you will disclose your relationship with Aunt Fannie.

15. Force Majeure.

Neither party shall be liable to the other for performance that is prevented, rendered impossible or infeasible caused by events outside of its reasonable control, including war, civil unrest, fire, earthquake or other natural disaster; provided that the party affected by such force majeure event provides prompt notice of it to the other party and uses reasonable efforts to overcome its effects. The Services affected by the force majeure event may, at Aunt Fannie’s option, be rescheduled during the Term or cancelled by Aunt Fannie, and your compensation shall be reduced accordingly as reasonably determined by Aunt Fannie.

16. Governing Law; Jurisdiction; Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to its conflict of law principles. The Parties consent to the jurisdiction of all federal and state courts in Oregon, and agree that venue shall lie exclusively in Multnomah County, Oregon.

17. Entire Agreement.

This Agreement represents the entire agreement between the parties concerning the subject matter herein. This Agreement may only be modified or assigned by you by a written document signed by both parties. To the extent that you are engaging with Aunt Fannie in ways other than in the provision of Services, the Terms & Conditions (https://www.auntfanniesco.com/terms-conditions/) and Privacy Policy shall apply.

18. Third Party Beneficiaries.

The parties acknowledge and agree that any Agency
engaged by Aunt Fannie to interact with you is a third party beneficiary to this Agreement.

19. Independent Legal Advice.

You acknowledge that you are aware that you have the right to obtain independent legal advice before signing this Agreement. You acknowledge and agree that either such advice has been obtained or that you do not wish to seek or obtain such independent legal advice. You further acknowledge and agree that you have read this Agreement and fully understand the terms of this Agreement and further agree that all such terms are reasonable and that your acceptance of this Agreement is strictly voluntarily and without duress.

EXHIBIT A
Quality Guidelines
Aunt Fannie embraces diversity and expression in all blogs and social media accounts; however Aunt Fannie declines to partner with any influencers whose Content, blogs or social media channels contain “unacceptable content.” We define unacceptable content as anything included or linked that:

• Is used to abuse, harass, stalk or threaten a person.

• Is libelous, defamatory, and knowingly false or misrepresents another person.

• Infringes upon any copyright, trademark, trade secret or patent rights of any third party.

o If you quote or excerpt someone’s content, it is your responsibility to provide proper attribution to the original author and obtain permission if required.

o If you use someone’s image, it is your responsibility to secure the creator’s permission.

• Violates any obligation of confidentiality.

• Violates the privacy, publicity, moral or any other right of any third party.

• Violates the standards of the blog host or social media platform on which it appears.

• Contains undisclosed editorial content that has been commissioned and paid for by a third party, and/or contains undisclosed advertising links and/or spam. Every opinion expressed must be the true opinion of the author, and must meet full FTC disclosure guidelines for endorsements.

We hope that you appreciate the need for these guidelines and understand why we put them in place. By clarifying our goals for working together we will be able to offer you more exciting and diverse programs as we grow. We love having you as part of the Aunt Fannie’s Influencer Group and look forward to working with you!

If you have any questions about our Aunt Fannie’s Influencer Quality Guidelines, please email chancy@auntfannie.com or fiona@auntfannie.com.