Truly Social Media Influencer Agreement

Thank you for your interest in teaming up with Truly Group Limited (a company registered in England and Wales with registered number 10355694 and whose registered office is at Network House, Third Avenue, Globe Park, Marlow, Buckinghamshire, United Kingdom, SL7 1EY) (“Truly”, or “we”), to advertise, market and promote Truly’s products available for purchase from www.truly.co.uk (the “Products”) on your social media platform(s).

Before we start working together, we ask that you read, understand and confirm your acceptance of the following terms and conditions (“Agreement”) by signing and returning a copy of this Agreement to us.

1. Engagement to provide Services

1.1 In consideration of providing the following services to Truly: The creation and posting of not less than:

a) 8 (eight) Instagram stories per month with trackable swipe up links; and

b) 4 (four) videos per month that can be shared across Instagram Reels, TikTok and/or YouTube,

and/or such additional services as agreed between the parties in writing from time to time (the “Services”), Truly shall provide you with a Truly E-Gift Card with a face value of £200 for each three consecutive month period during which you provide the Services (“E-Gift Card”). Such E-Gift Card is issued strictly subject to (i) the terms of this Agreement; (ii) the terms and conditions that apply to E-Gift Cards as set out at https://truly.co.uk/pages/terms-conditions (as such terms and conditions may be amended from time to time) (“E-Gift Card Ts & Cs”); and (iii) the condition that any credit balance outstanding on an E-Gift Card at the end of the three consecutive month period in respect of which it was issued will be immediately cancelled. The terms of this Agreement take precedence over any conflict or other inconsistency between the terms of this Agreement and the E-Gift Card Ts & Cs.

1.2 You shall carry out the Services in accordance with the provisions of this Agreement and all reasonable instructions given by Truly.

2. Term

This Agreement shall commence on the date of this Agreement (the “Commencement Date”) and shall continue until terminated in accordance with clause 7 below.

3. Your Obligations

3.1 You shall:

(a) provide the Services positively, creatively, in a competent manner and in compliance with Truly’s reasonable instructions which include as a minimum the condition that you use your unique discount code, trackable link and applicable hashtags (each as notified by Truly to you) when posting Content (as defined herein) in your provision of the Services;

(b) not make any derogatory, disparaging, defamatory or otherwise negative statement relating to Truly, any ofTruly’s staff, the Product(s) or other promoters/ambassadors of Truly in any media (digital or otherwise), public, online (including via any social media platform), to the press or elsewhere or make any statements that may be detrimental to Truly or any of its affiliate companies in any way;

(c) promote the Product(s) solely in accordance with the Advertising Standards Authority’s “Influencers' guide to making clear that ads are ads” (or any successor authority or regulatory body guidance or requirements), the Committee of Advertising Practice (or any successor authority or regulatory body guidance or requirements) advertising code, the Competition and Markets Authority's (or any successor authority or regulatory body guidance or requirements) guidance on endorsements and all other applicable laws, legislation, guidance, regulations, codes of conduct and other requirements (mandatory or otherwise) (together “Applicable Laws”), as updated from time to time, including correctly and clearly labelling any material created by and/or posted, uploaded or otherwise publicised by you when promoting the Product(s), including social media photograph(s), video(s), stories, Gif(s), Memes, caption(s) and/or any other form of digital content (the “Content”) as an advert and/or the Product(s) as provided by Truly as appropriate;

(d) immediately, upon Truly’s written request, remove any and all Content over which you have control;

(e) ensure that your biography on any social media accounts utilised by you in respect of which you post or otherwise publish Content is true and accurate in all respects, is not misleading and (if requested by Truly) accurately reflects your association with Truly and complies with Truly’s reasonable requests in respect thereof; and

(f) not do anything which in Truly’s reasonable opinion would jeopardise your ability to promote the Product(s) or prejudice the goodwill or reputation of Truly or the Products, including but not limited to:

i. promoting the Products alongside other brand’s products or other items that would have a damaging or otherwise negative impact on Truly and/or the Products (for example, including a packet of cigarettes in Content that promotes Truly’s baby Products); and/or

ii. promoting other brand’s products or other items more prevalently than Truly’s Products in Content or in any way that would detract from Truly’s Products.

3.2 You further agree that you will:

(a) promptly pass on to Truly any complaints, questions and/or comments you receive about Truly, the Product(s) and/or your Content and shall not respond to any such complaints, questions or comments without Truly’s prior written consent; and

(b) immediately inform Truly of any criminal prosecution, legal action or other complaint brought against you and of any actual or likely press speculation or inquiry into you, your personal or business affairs, or publication in relation to such matters (whether in relation to the Content or otherwise).

3.3 In the event that you are unable to perform any of the Services and/or fulfil any of your obligations under this Agreement for any reason, you must immediately inform Truly, providing full details and the reason for your inability to do so and the estimated duration of such non-performance. Upon written notice, Truly may, in its absolute discretion, cancel any remaining credit outstanding on an E-Gift Card so that it is no longer available for use/redemption and require you to return any of the Products Truly has sent to you pursuant to this Agreement, which you must do promptly, and in any event within 7 calendar days of Truly’s instruction. If you fail to return any Product(s) in accordance with this clause 3.3 you shall be immediately liable to pay to Truly the full retail value of the Product(s) as demanded by Truly in its absolute discretion.

4. Warranties and Indemnities

4.1 You warrant, represent and undertake to Truly that:

(a) you have the legal capacity and are free contractually to enter into and to perform this Agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent you doing so;

(b) you are 18 years of age or older and agree to provide Truly with identification to confirm your age if required to do so by Truly;

(c) you do not have any criminal convictions of any kind (including unspent criminal convictions but excluding minor road traffic offences);

(d) your Content will be wholly original to you (save to the extent that it incorporates material provided by Truly) and will not infringe the copyright or any other rights of any third party;

(e) your Content will not contain any defamatory matter nor breach any relevant contract or Applicable Law, nor infringe any copyright or data protection rights, nor constitute contempt of court or obscenity;

(f) you have not at any time used or acquired automated bot accounts (or fake followers) or used fake accounts, bots or other technology/ schemes to increase the number of your followers and/or comment/engage with your content on any of your social media accounts;

(g) you shall comply with all Applicable Laws (including but not limited to applicable data protection laws) and you have obtained all consents required under Applicable Laws to supply the Services and any personal data included within any Content and to enable you to grant the rights pursuant to this Agreement;

(h) you shall not make any derogatory, disparaging, defamatory or otherwise negative statement relating to Truly, any of Truly’s staff, the Product(s) or other promoters/ambassadors of Truly in any media (digital or otherwise), public, online (including via any social media platform), to the press or elsewhere or make any statements that may be detrimental to Truly or any of its affiliate companies in any way; and

(i) you have disclosed in writing to Truly any material facts that are relevant to your engagement as a promoter of Truly’s Products.

4.2 You shall indemnify Truly against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by Truly arising out of or in connection with any third-party claims or any action, adjudication or decision taken against Truly by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of the warranties, representations and undertakings given as set out at clause 4.1.

5. The Products

5.1 You agree that receipt of the E-Gift Card and your use of the same to purchase Product(s), represents full and final consideration for the Services and any other services rendered by you under this Agreement.

5.2 The Products(s) is/are provided to you against redemption of your E-Gift Card and are therefore deemed to effectively be supplied free of charge and ‘as is’, without any warranty, representation or otherwise.

5.3 The Product(s) purchased using an E-Gift Card supplied pursuant to this Agreement is/are non-refundable and shall not be exchanged under any circumstances, unless specifically agreed by Truly in writing.

5.4 You must not under any circumstances sell, auction or otherwise dispose of the Product(s) to a third party (whether or not for a commercial gain) without Truly’s prior written consent.

6. Intellectual property rights

6.1 By signing this Agreement, you understand that:

(a) you grant Truly a royalty free, irrevocable, perpetual, sub-licensable, worldwide licence to use you the Content, your name, likeness, image and your social media handles or other identifiers for the purposes of Truly’s marketing and/or advertising in any form or medium, in Truly stores and in Truly’s business and activities (commercial or otherwise) (including but not limited to bricks and mortar and online stores, solus stores, franchise stores, wholesale stores, any other stores selling ‘Truly’ branded goods and services and store-in-store concepts), and on the www.truly.com website or any other website, in Truly emails and newsletters, on any social media account (including but not limited to Instagram, Facebook and Twitter) or other online platform utilised by Truly or any of Truly’s authorised partners and licensees;

(b) Truly may (and licence to any third party the right to) use, reproduce, distribute, combine with other materials, alter and/or edit the Content in any manner in its sole discretion, with no obligation to you whatsoever;

(c) you hereby waive any moral rights in the Content to which you are now or may be at any future time entitled under Parts I and II of the Copyright, Designs and Patents Act 1988 (“CDPA”) and performers' non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favour of Truly and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Content; and

(d) receipt of the E-Gift Card and your use of the same to purchase Product(s)constitutes good and valuable consideration for the performance of the Services and your entry into this Agreement (including grant of the licencepursuant to this clause 6) and you hereby release and discharge Truly and its licensees from all and any obligation to pay you for any use of all or any Content, your name, likeness, image and/or any other identifier of you or any other person or brand appearing in any such Content and any of the intellectual property rights contained therein in connection with the uses described above.

6.2 You irrevocably grant Truly a royalty free, irrevocable, perpetual, sub-licensable, worldwide licence to continue to use the Content, your social media handle, your name, likeness, image and/or any other identifier of you or any other person or brand appearing in any such Content after the term of this Agreement for such purpose as reasonably determined by Truly (including for the purposes of:

(i) fulfilling contracts entered into during that term; and/or

(ii) promoting the Products incorporating the Content).

6.3 You agree to do such acts and execute such documents as Truly may reasonably require to vest in or confirm to Truly or (as appropriate) its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by you to Truly under this Agreement.

7. Termination

7.1 Truly shall be entitled to terminate this Agreement with immediate effect at any time upon written notice to you at Truly's absolute discretion.

7.2 In the event that you breach any terms of this Agreement and/or do not provide the Services in accordance with this Agreement, Truly shall be entitled to terminate this Agreement with immediate effect upon written notice to you and may, in its absolute discretion cancel any remaining credit outstanding on an E-Gift Card so that it is no longer available for use/redemption and require you to return any of the Products Truly has sent to you pursuant to this Agreement, which you must do promptly, and in any event within 7 calendar days of Truly’s instruction. If you fail to return any Product(s) in accordance with this clause 7.2 you shall be immediately liable to pay to Truly the full retail value of the Product(s) as demanded by Truly in its absolute discretion. 7.3 On termination of this Agreement for any reason:

(a) you shall cease to associate yourself with Truly and remove references to Truly and the Products from any and all of your social media profiles and, to the extent so requested by Truly, any past social media posts or other Content over which you have any control;

(b) neither party shall have any further obligation to the other under this Agreement except as provided in this Agreement;

(c) the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and

(d) Truly will remain entitled to all rights granted or assigned to it under this Agreement (including the rights set out in clause 6.2 which shall survive termination of this Agreement); and

(e) all obligations, rights and liabilities of the parties expressed, implied or otherwise intended to survive termination of this Agreement shall survive termination of this Agreement and continue to apply (including, but not limited to, clauses 3.1(b) to (f) (inclusive), 4.1, 4.2, 5.4, 6, 7.2, 7.3, 8 and 9).

8. Confidentiality

8.1 You shall not at any time during this Agreement, and for a period of three years after termination of this Agreement, disclose to any person any Confidential Information, including, but not limited to, Confidential Information concerning the business affairs, customers, clients or suppliers of Truly or of any member of the group of companies to which Truly belongs, including in particular new business or product ideas, lines and prototypes, and marketing/advertising campaigns and/or imagery except as expressly permitted by this Agreement.

8.2 For the purposes of this Agreement, “Confidential Information” means any information in documented, or oral form (including pictures/imagery) or any physical objects such as a product (including the Product(s)) that

(i) is by its nature confidential;

(ii) you know or ought reasonably to know is confidential; or

(iii) is notified to you as confidential.

The foregoing shall not apply to any Confidential Information that is publicly known at the Commencement Date or becomes publicly known through no fault of either party, or any Confidential Information that is required to be disclosed pursuant to any law or order of an official body. This clause 8 shall survive termination of the Agreement.

9. General

9.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

9.2 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9.3 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives). Notwithstanding the foregoing, the parties may amend Schedule 1 (Services) by the written agreement of both parties via email.

9.4 No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

9.5 No one other than a party to this Agreement shall have any right to enforce any of its terms.

9.6 This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales and each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. Please return a signed copy of this Agreement by email to: socialmedia@truly.co.uk. Welcome to the Truly Family; we look forward to working with you! This Agreement has been entered into by the parties to it on the date first appearing above.