Creator Contract Terms and Conditions

These Creator Terms and Conditions (these “Terms”) form an integral part of, and are incorporated by reference into, each Creator Agreement (the “Agreement”) entered into between Optimax Investments Ltd. (“Company”), and the individual or entity that executes that Agreement (the “Creator”). Company hereby appoints the Creator on a non-exclusive, non-employee, limited basis to endorse and promote its products to the target audience, through an agreed number of videos/posts/stories/other publications and via Creator’s social media accounts (the “Deliverables"). If the Creator has obtained employees or agents, the Creator shall be solely responsible for all costs associated with such employees or agents. During the Term, Creator agrees not to promote or collaborate with any retailers or brands whose primary business is eyewear. eyewear.

The content and structure of the Deliverables will be discussed with and approved by Company in writing prior to production. The Deliverables will be reviewed and approved by Company in writing prior to publication and shall conform to the requirements set out in the Agreement.

Creator shall be responsible for complying with all applicable social networks’ terms, policies and guidelines and all applicable laws and regulations including without limitation any such terms’ policies, FTC guidelines, laws and regulations, including with respect to paid product placement and endorsement and acknowledgment thereof. Specifically, when publishing posts/statuses about Company’s products, the Creator must clearly disclose his/her “material connection” with Company, including the fact that the Creator was given any consideration, was provided with certain experiences or is being paid for a particular Deliverable. The above disclosure should be clear and prominent and made in close proximity to any statements that the Creator makes about Company or its products. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. ‘X’ formerly known as Twitter), where the disclosure can be made via hashtags, e.g. #sponsored. The Creator should only make factual statements about Company or Company's products that the Creator knows for certain are true. Further, Creator agrees to refrain from any action or expression that may reflect negatively on Company and/or its products or commit any act that may be offensive to the community, or which manifests contempt or disregard for diversity, morals, or decency (regardless of whether such conduct results in criminal or civil action).

In full consideration of the Creator’s performance of the Deliverables hereunder, the Creator shall be paid the amount agreed upon between the Creator and Company as described in the Agreement (“Fees”). It is agreed and acknowledged that the fees paid hereunder shall be the Creator’s sole and exclusive consideration for the provision of the Deliverables, and shall include all taxes, costs, expenses, and payments that are required to be paid for such Deliverables (including withholding taxes which may be deducted by Brand from such fees), except for value-added tax, which, if applicable, shall be added to the Fees. All Fees shall be paid in USD in accordance herewith, and subject to Creator’s issuance to Company of a proper tax invoice. Payments will be due 30 days after the agreed invoice date, which shall not be issued prior to the publication of the relevant Deliverable.

The term shall commence on the Effective Date, and subject to delivery of all the Deliverables to Company’s satisfaction in accordance with Section 2 above, shall terminate upon full payment of the compensation described in the Agreement. Company may terminate the Agreement prior to publication of each Deliverable by giving Creator one (1) day notice. Company will pay Creator the agreed compensation for any Deliverables that have been fully created and submitted, as long as the content follows the agreed brief and guidelines and is approved by Company.

Company’s products, designs, brands, marks and any and all intellectual property related thereto, are and shall at all times remain exclusively owned by Company. Creator hereby grants Company and its affiliates a worldwide, exclusive, irrevocable, perpetual right to distribute and publicly display the Deliverables or any part thereof in any medium or format, whether now known or later developed including by sharing or mentioning the Deliverables. Unless otherwise agreed in writing by Company, the content of the Agreement any non-public information disclosed by Company to Creator (including, without limitations, any delivered reports or revenue measurements) shall be deemed confidential information of Optimax and may only be disclosed by Creator to agents, managers, accountants and attorneys as strictly necessary for the execution of the Agreement or as required by applicable law.

Creator agrees to defend indemnify and hold harmless Company (and anyone on its behalf) from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys’ fees) in connection with any and all legal claims and demands made by third parties, which may result from Creator’s breach of the Agreement, or Creator’s infringement of third party’s intellectual property rights. Company agrees to defend, indemnify and hold harmless Creator from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorneys’ fees) in connection with any claim by a third party alleging that the products provided by Company hereunder infringe such third party’s intellectual property rights. The indemnitee will notify the indemnitor of any claim for which it wishes to be indemnified hereunder, promptly after becoming aware thereof and will allow the indemnitor to control the defense and settlement of such claim.

Creator is an independent contractor. Nothing in the Agreement shall create any employee–employer, partnership, or joint venture relationship between the Parties. Creator understands, agrees and acknowledges that Company is not a party to any collective bargaining agreement for Creator, its production crew and/or any music professionals and as such Company is not obligated to utilize union members in any production. Creator represents and warrants that it is not a union signatory to any collective bargaining agreement for Creator, production crew, and/or musical professionals and that Creator services in connection with the provision of the Deliverables hereunder will not be subject to SAG-AFTRA or other union rules and regulations. Creator may not assign or sub-contract the Agreement without the prior written consent of Company; No change, modification, alteration or addition of or to any provision of the Agreement shall be binding unless in writing and executed by or on behalf of both parties; The Agreement shall be governed in all respects by the laws of the State of New York, in conflicts arising hereunder shall be submitted exclusively to the courts located in the City of New York, NY. In the event of any inconsistency between this Annex A and the body Agreement, the terms of this Annex A shall prevail, unless otherwise specifically described in the body Agreement. Sections 3 and 5-11 shall survive any termination or expiration of the Agreement.

The individual executing the Agreement on behalf of the Creator shall be either (i) an individual who provides the Deliverables and performs the Agreement by themselves, (ii) an authorized signatory of an entity owned by the Creator, affiliated with the Creator, or Creator’s agency, provided that such authorized signatory represents that it has all rights and permissions to legally bind the individual who is performing the Deliverables under the provisions of the Agreement (“Agency”). If the Creator is represented by an Agency, the individual who is performing the Deliverables and his/her Agency shall be jointly and severally liable for Creator’s acts and omissions in connection with its performance of the Agreement.