Influencer Non-Circumvention Agreement

1. Parties and Acceptance

This Influencer Non-Circumvention Agreement (the "Agreement") is entered into between ALTEREGO AGENT LTD, a company registered in England and Wales under company number 16995431, with its registered office at 128 City Road, London, EC1V 2NX, United Kingdom ("Agency", "we", "us", or "our"), and the influencer, creator, talent, sole trader, company, or other business user registering for or using the Platform ("Influencer", "you", or "your").

By ticking the acceptance checkbox during influencer registration, creating or using an influencer account, applying for campaigns, receiving brand introductions, or communicating with brands through the Platform, you agree to be legally bound by this Agreement in addition to the Platform Terms and Conditions.

You confirm that you are at least 18 years old, that you use the Platform for business or professional purposes, and that you have authority to enter into this Agreement on your own behalf or on behalf of the business entity you represent.

2. Purpose and Legitimate Business Interest

The Agency invests substantial time, technology, commercial know-how, staff resources, marketing spend, business development, relationship management, influencer management, screening, coordination, campaign administration, and payment infrastructure to identify brands, introduce influencers, manage collaboration workflows, and protect both sides of a campaign.

This Agreement protects the Agency's legitimate business interest in preserving the value of its brand relationships, client database, pricing information, campaign strategies, negotiation process, goodwill, platform fees, commissions, and confidential commercial information, and in ensuring that brand-influencer collaborations introduced by the Agency remain traceable, accountable, and professionally managed.

The restrictions in this Agreement are intended to be reasonable, proportionate, and limited to relationships and opportunities introduced or materially facilitated by the Agency. They are not intended to prevent you from carrying on your influencer business generally.

3. Definitions and Covered Relationships

A "Brand" means any advertiser, merchant, product brand, service brand, agency, campaign owner, client, prospective client, representative, contact person, affiliate, parent undertaking, subsidiary, group company, or brand owned, operated, controlled by, or commercially connected with the same corporate group.

A "Product Family" means a product line, service line, campaign category, or group of products or services marketed under the same Brand, by the same Brand owner, or as part of the same commercial campaign or follow-on campaign.

A "Platform-Introduced Brand" means any Brand that you first discover, contact, are contacted by, apply to, are invited by, are shortlisted by, receive campaign details from, negotiate with, or work with through the Platform or through the Agency, or that the Agency otherwise identifies, presents, recommends, negotiates with, or materially facilitates for you.

A "Platform-Introduced Opportunity" means any campaign, brief, collaboration, gifted-product arrangement, paid content deal, affiliate arrangement, commission campaign, usage-rights purchase, whitelisting arrangement, content licensing opportunity, ambassador engagement, renewal, continuation, substantially similar opportunity, or Product Family opportunity connected to a Platform-Introduced Brand.

An "Introduced Business Relationship" means a relationship, negotiation, opportunity, or commercial lead created, sourced, presented, negotiated, supported, or materially facilitated by the Agency or the Platform, whether or not a final contract is signed through the Platform.

"Circumvention" means any direct or indirect action whose purpose or practical effect is to avoid the Agency, avoid the Platform workflow, avoid payment of Agency or Platform fees, conceal a covered opportunity, or use Agency introductions or confidential information to create an off-platform arrangement.

"Direct Contact" includes email, telephone, video call, SMS, LinkedIn message, Instagram message, TikTok message, Facebook message, WhatsApp, Messenger, direct platform message, or any similar communication channel. "Indirect Contact" includes contact through another agency, manager, company, affiliate, employee, subcontractor, family member, friend, nominee, newly formed entity, or any other intermediary.

"Commission" means the platform fees, agency fees, commissions, service charges, or other amounts that would reasonably have been payable to the Agency if the covered opportunity had been processed through the Platform or the Agency.

4. Restricted Conduct and Circumvention

During the Restricted Period, you must not, directly or indirectly, without the Agency's prior written consent:

• circumvent, bypass, avoid, or attempt to avoid the Platform or the Agency in relation to any Platform-Introduced Brand or Platform-Introduced Opportunity;
• solicit, contact, request an offer from, send an offer to, negotiate with, accept work from, receive payment from, perform work for, continue, or renew a Platform-Introduced Opportunity outside the Platform;
• contract with a Platform-Introduced Brand through your own company, a newly formed company, another agency, a personal manager, a related company, an affiliate, a subcontractor, a family member, a nominee, or any other intermediary;
• move a Platform-Introduced Opportunity to direct messages, private email, another platform, another agency, a personal manager, a related company, a Brand affiliate, a parent company, a subsidiary, a group company, or any third party for the purpose or effect of avoiding Agency fees or Platform workflows;
• work off-platform on the same campaign, a continuation of the same campaign, the same Product Family, a renewal, a replacement deal, or a substantially similar collaboration with the Platform-Introduced Brand or its corporate group;
• encourage or assist a Platform-Introduced Brand to contract with you or any related influencer, company, agent, manager, employee, subcontractor, affiliate, or representative outside the Platform;
• withhold, disguise, understate, or misrepresent the value, scope, parties, deliverables, commissions, gifts, affiliate income, product value, usage rights, or other consideration connected to a Platform-Introduced Opportunity;
• use confidential campaign information, pricing, contact details, briefs, performance data, commercial terms, or relationship information obtained through the Platform to create an off-platform arrangement with a Platform-Introduced Brand.

5. Restricted Period and Tail Commission

The restricted period lasts for 12 months from the latest of: (a) the first introduction to the relevant Platform-Introduced Brand; (b) your last Platform message, application, invitation, shortlist, negotiation, Deal activity, content submission, payment activity, or support interaction involving that brand; or (c) the completion, cancellation, expiry, or termination of the relevant Platform-Introduced Opportunity.

The parties agree that this period is reasonable and necessary because influencer campaigns often involve delayed launches, renewals, product seeding, affiliate attribution windows, usage-rights discussions, and follow-on content negotiations that may occur months after the first introduction.

If you enter into a covered off-platform arrangement during the Restricted Period with the Agency's prior written consent, or if applicable law requires a payment mechanism instead of a full restriction, you must pay the Commission that would reasonably have been payable had the arrangement been processed through the Platform or the Agency. This tail commission obligation applies only to Platform-Introduced Brands, Platform-Introduced Opportunities, Introduced Business Relationships, and the related Brand group or Product Family described in this Agreement.

6. Permitted Conduct and Prior Relationships

This Agreement does not prevent you from:

• working with Brands that you can prove had an active, documented, pre-existing commercial relationship with you before any Platform introduction, especially if those Brands were disclosed to the Agency in writing, in your profile, or in a prior relationship list before the relevant Platform opportunity arose;
• working with a Brand that independently contacts you and where you can prove the approach did not result from the Agency's involvement, provided you comply with the notice and cooperation requirements below before negotiating or accepting the work;
• responding to general public advertising, open casting calls, or open tenders that are not targeted to you because of a Platform introduction, provided you promptly disclose the overlap to the Agency before accepting the work;
• working with a Platform-Introduced Brand through the Platform or with the Agency's prior written consent;
• carrying on your influencer, creator, media, or marketing business with brands that were not introduced, sourced, facilitated, or materially supported by the Platform or the Agency.

If you are unsure whether a brand or opportunity is covered by this Agreement, you must contact the Agency before negotiating or accepting the opportunity outside the Platform.

7. Disclosure, Notice, and Direct Offers

You must notify the Agency within 3 business days by Platform message or email if a Platform-Introduced Brand contacts you outside the Platform, asks to move a campaign outside the Platform, offers payment outside the Platform, proposes a gifted-product or affiliate arrangement outside the Platform, asks you not to disclose a collaboration to the Agency, or contacts you through another agency, manager, intermediary, related company, subsidiary, parent company, or group company.

If you receive a direct or indirect offer from a Platform-Introduced Brand, you must promptly involve the Agency, redirect negotiations through the Platform or the Agency, and forward enough information for the Agency to identify the Brand, campaign, Product Family, scope, value, timing, parties, and proposed payment or consideration. You must not quote, accept, perform, invoice, or receive payment for the covered opportunity outside the Platform unless the Agency gives prior written consent.

On reasonable request, you must provide accurate information needed to verify compliance with this Agreement, including campaign scope, dates, deliverables, payment amounts, product value, affiliate or commission terms, usage-rights fees, related invoices, and communications concerning any Platform-Introduced Brand or Platform-Introduced Opportunity.

8. Confidential Commercial Information

You must keep confidential and must not disclose, misuse, or use outside the Platform any non-public commercial information obtained through the Agency or Platform, including price lists, campaign plans, campaign strategy, brief details, conversion data, ROI data, performance statistics, Commission rates, contact details, client database information, negotiation information, payment terms, marketing strategy, and any other information that has commercial value to the Agency or a Brand.

This confidentiality obligation applies during and after your use of the Platform and is separate from the non-circumvention restrictions. It does not prevent disclosure required by law, provided you give the Agency prompt notice where legally permitted.

9. Contractual Compensation and Damages

You acknowledge that if you circumvent the Platform or the Agency, the Agency's losses may be difficult to calculate precisely at the time of breach because the harm may include lost platform fees, lost commission, lost management value, staff time, investigation costs, relationship damage, loss of repeat work, lost usage-rights revenue, and reduced trust in the Platform.

If you breach this Agreement, you agree to pay the Agency contractual compensation, as liquidated damages and not as a penalty, equal to the higher of:

• the platform fees, agency fees, commissions, or service charges that would reasonably have been payable to the Agency had the Platform-Introduced Opportunity been processed through the Platform; or
• 25% of the total gross value of the off-platform arrangement, including cash payments, product value, affiliate commissions, usage-rights fees, whitelisting fees, bonuses, discounts, credits, barter value, and any other direct or indirect consideration received or receivable by you or your related parties.

You must also reimburse the Agency for reasonable documented administrative, investigation, collection, and legal costs incurred in enforcing this Agreement, to the extent recoverable under applicable law.

If the Agency proves that its actual loss exceeds the Commission, liquidated damages, or contractual compensation payable under this section, the Agency may recover the additional loss as damages to the extent permitted by applicable law.

The parties agree that this compensation formula is a commercially reasonable and proportionate pre-estimate of likely loss and protects the Agency's legitimate business interest. It is not intended to punish you or impose a detriment out of proportion to that interest. If a court determines that any part of this compensation formula is unenforceable or excessive, the relevant amount must be reduced to the maximum lawful and enforceable amount, and the Agency may still recover all actual losses, unpaid fees, equitable relief, and recoverable enforcement costs available at law.

10. Remedies and Proportionate Interpretation

A breach of this Agreement is a material breach of the Platform Terms and Conditions. The Agency may suspend or terminate your account, pause or cancel pending deals, withhold unpaid sums to the extent legally permitted, remove access to campaign opportunities, notify affected brands, and take reasonable recovery action.

You acknowledge that damages alone may not be an adequate remedy for threatened or continuing circumvention. The Agency may seek injunctive relief, specific performance, disclosure orders, account-of-profits style remedies where available, or other equitable relief without prejudice to any claim for compensation or damages.

The parties intend this Agreement to be interpreted narrowly and proportionately to protect the Agency's legitimate business interests. It is not a general non-compete, a ban on working with all brands, or a restriction on your influencer business as a whole. If any mandatory competition law, restraint of trade rule, or other applicable law requires a narrower interpretation, the provision must be limited to the Platform-Introduced Brand, related Brand group, Product Family, campaign, opportunity, duration, territory, or payment obligation necessary to achieve the nearest lawful commercial effect.

11. Independent Contractor Relationship

Nothing in this Agreement creates an employment relationship, worker relationship, partnership, joint venture, franchise, fiduciary relationship, or general agency relationship between you and ALTEREGO AGENT LTD. You remain an independent business user responsible for your own taxes, insurance, equipment, content, disclosures, and legal compliance.

12. Governing Law and Jurisdiction

This Agreement, its subject matter, formation, and any non-contractual disputes or claims are governed by and construed in accordance with the laws of England and Wales.

You and ALTEREGO AGENT LTD agree 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, its subject matter, or its formation.

13. Contact

Questions, notices, and requests for written consent under this Agreement must be sent to:

ALTEREGO AGENT LTD
Legal & Compliance Department
128 City Road, London, EC1V 2NX, United Kingdom
Email: info@alteregoagent.com