1. Intellectual Property Rights.

a. Intellectual Property Rights. No
license or other right of any kind is granted by Dapper Bear Candle Co. to
Influencer, except as expressly provided in these Terms. Influencer shall not
use Dapper Bear Candle Co. copyrights, trademarks, trade names, or other
intellectual property in any way except to the limited extent as may be
expressly agreed in the Agreement.

b. Influencer’s Content and
Attributes. Influencer gives Dapper Bear Candle Co. the
irrevocable, sub-licenseable, worldwide right and permission to use any work
product or other video, photo, written or verbal content Influencer shares or
provides related to the Services (collectively, “Dapper Bear Candle Co.-Related
Content”) in any manner, in whole or in part, and for any purpose in any and in
any and all media, including and without limitation, on Dapper Bear Candle Co.
owned or controlled websites and platforms, social media, any advertising
materials, publications, marketing materials, and/or presentations, and in any
and all other media, in perpetuity. Any statements, posts and/or feedback that
Influencer provides may be paraphrased, amplified, shortened and/or put into
conversational form. Influencer further agrees that Dapper Bear Candle Co. may
contact (including by means of messages on public social media platforms)
Influencer about any Dapper Bear Candle Co. -Related Content.

Influencer acknowledges that participation in the Services
means Dapper Bear Candle Co. can use Influencer’s Dapper Bear Candle Co.-Related
Content and include Influencer’s name/likeness/social media handle or
channel/blog name and any other Influencer attributes in any manner that Dapper
Bear Candle Co. determines supports the purposes of these Terms, including use
in any media that accepts advertising or promotional content or communications
(such as, but not limited to, digital, print, television or radio) with no time
restraint.

2.1 In consideration of and
subject to the payment of the commission, the Influencer shall:

2.1.1 undertake the Deliverables in accordance with the Agreement, and it is agreed that time
is of the essence in the Influencer’s performance of the Deliverables;

2.1.2 ensure that all Deliverables shall not:

2.1.2.1 feature or refer to any brand names, logos, emblems or
products without the prior written approval of Dapper Bear Candle Co.;

2.1.2.2.include anything that might be considered offensive, indecent or
unlawful, or that might reasonably be considered to be prejudicial or bring Dapper
Bear Candle Co., the Campaign or the Partner into disrepute;

2.1.2.3 be used for unlawful purposes or in any way that may damage the
name or reputation of Dapper Bear Candle Co. or the Partner or that of any of Dapper
Bear Candle Co’s or the Partner’s affiliates;

2.1.2.4 infringe the rights (including the Intellectual Property
Rights) of any third party; and comply with all Applicable Laws and advertising
regulations and be communicated to the public in a way which is transparent and makes clear to users that the Influencer has a commercial relationship with Dapper Bear Candle Co and, where applicable, the Partner;

2.1.3 familiarize themselves with the Advertising Standards
Authority guidance on blogging and vlogging and ensure that all Deliverables
comply with it;

2.1.4 not delete, archive or otherwise remove the Deliverables from the Influencer’s Social Media feed during the Display Period commencing
from the date of posting;

2.1.5 ensure that all hashtags, tags, the Dapper Bear Candle Co. Logos, the Partner Logos and/or reference to the Campaign (as set out in the Brief Sheet or as otherwise agreed with Dapper Bear Candle Co. in writing) are
included on the Deliverables;

2.1.6 ensure that the hashtag “#ad” or “#advertisement” is
obvious, visible and prominent in each Instagram post and story caption;

2.1.7 modify or remove any content immediately if and as
reasonably requested to do so by Dapper Bear Candle Co. or the Partner;

2.1.8 comply with the Special Terms set out in the Term Sheet,if any.

a. Influencer represents and warrants that: (i) the Dapper
Bear Candle Co.-Related Content will be wholly original and will not infringe
upon any copyright, patent, trademark, right of publicity or privacy, or any
other proprietary or other right of any person, whether contractual, statutory
or common law; (ii) the Services rendered by Influencer shall be promptly
rendered with due care and shall be of first rate quality; (iii) Influencer
will not commit any act which brings Dapper Bear Candle Co. into public
disrepute, contempt, scandal, or ridicule, or which insults or offends the
general community to which Dapper Bear Candle Co. advertising materials are
directed, or which might tend to harm Dapper Bear Candle Co. or any of Dapper Bear
Candle Co.’s products or services including, without limitation, disparaging Dapper
Bear Candle Co. or its products or services; (iv) Influencer’s statements,
posts and feedback are true and accurately reflect Influencer’s honest opinion
and experience with Dapper Bear Candle Co., and its competitors’ products
and/or services to the extent applicable, (v) Influencer agrees that time is of
the essence in connection with these Terms and all deadlines provided by Dapper
Bear Candle Co., (viii) Influencer will comply with all applicable federal,
state and local laws, regulations, administrative guidelines, orders and
ordinances, including without limitation, all privacy and data security laws
and the terms and conditions of all applicable third party web sites, platforms
or applications, including by making disclosures in accordance with the FTC
Endorsement and Testimonial Guidelines (“FTC Guides”) as further detailed on
the Agreement, in rendering the Services herein and (ix) Influencer is at least
18 years of age and has the right and authority to enter into this Agreement in
Influencer’s own name.

b. Influencer agrees to defend, indemnify and hold
harmless Dapper Bear Candle Co. and its parents, affiliates, subsidiaries,
officers, directors, employees, business partners and agents, from and against
any and all third party claims, damages, obligations, losses, liabilities,
costs or debt, and expenses (including but not limited to attorney's fees)
arising from: (i) Influencer’s breach of any of its representations and/or
warranties hereunder, (ii) the authorized use of the Dapper Bear Candle Co.-Related
Content or exercise of the rights granted hereunder, (iii) Influencer’s use of
third party products or content in performing the Services; and (iv)
Influencer’s negligence or willful misconduct.

c. Influencer hereby agrees, for Influencer and
Influencer’s heirs, executors and administrators, to release, waive, discharge,
absolve, agree to hold harmless, and covenants not to sue, Dapper Bear Candle Co.
and its agents, employees, officers, directors, successors and assigns
(collectively, “Released Parties”), from and/or in relation to any and all
liability, loss, harm, damage, injury, cost or expense whatsoever resulting
from the use of Influencer’s Dapper Bear Candle Co.-Related Content or which
Influencer, his/her heirs, executors, administrators and assigns had, now have
or hereafter may have, by reason of any matter connected in any way with the
Released Parties’ exercise of their express or implied rights hereunder,
including but not limited to the right to use Influencer’s name, voice or
likeness, it being understood that the Released Parties shall be free to use
Influencer’s name, voice and likeness in any manner in connection with the Dapper
Bear Candle Co.-Related Content or otherwise in support of the purposes of
these Terms. Dapper Bear Candle Co. shall not be liable for any indirect,
consequential, exemplary damages (including but not limited to lost profits)
and the combined, aggregate liability of Dapper Bear Candle Co. hereunder shall
not exceed the fees payable to Influencer under these Terms.

Influencer’s relationship with Dapper Bear
Candle Co. is that of an independent contractor and Influencer agrees that as
an independent contractor, it will not be considered an employee of Dapper Bear
Candle Co. for any purpose, including tax obligations, and will not be eligible
to participate in any of Dapper Bear Candle Co.’s medical, benefit or health
plans.

Confidential Information. 

5.1Unless authorized by Dapper Bear Candle Co., Influencer agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms. “Confidential Information” shall mean all
information, excluding information available from the public domain, disclosed
by Dapper Bear Candle Co. to Influencer related.

5.2 This Clause 5 shall continue in force
notwithstanding the expiry or termination of this Agreement for any reason.

6. No Conflict of Interest. Influencer is not subject to, and will
not accept during the Term, any obligation that is inconsistent or incompatible
with Influencer’s obligations under these Terms, including any obligation to
perform services for any company whose goods and services compete with those of Dapper Bear Candle Co.

7. Term and Termination

a.
Term. The initial term of these Terms shall commence on the Effective Date and continue in full force and effect until terminated as set
forth herein or until completion of all Services specified herein, whichever is
sooner.

b.
Termination. Dapper Bear Candle Co. may terminate these Terms
and/or the Services under any Agreement: (i) immediately in the event of a
material breach by Influencer or (ii) for convenience at any time, upon seven
(7) days’ notice to Influencer. Influencer must return any materials supplied
under these Terms, and immediately remove any Dapper Bear Candle Co.-Related
Content from dissemination or from Influencer channels upon termination. For
clarity, Influencer’s failure to make disclosures in the manner set forth in
the FTC Guides and/or as instructed by Dapper Bear Candle Co. shall be deemed a
material breach of the Terms that is not capable of cure.

c.
Survival. The rights and obligations contained in Sections 1
(“Intellectual Property Rights”), 2 (“Representations and Warranties”), 4
(“Confidential Information”), 6(c) (“Survival”), and 7 (“Miscellaneous”) will
survive any termination or expiration of these Terms.

8.
Miscellaneous

Influencer will not be entitled to, and hereby waives any
right to seek, injunctive relief to enforce the provisions of these Terms, and
Influencer’s sole remedy for any breach by Dapper Bear Candle Co. shall be to
recover monetary damages, if any, subject to the terms and conditions herein.
Influencer may not subcontract or otherwise delegate Influencer’s obligations
under these Terms without Dapper Bear Candle Co.’s prior written consent.
Subject to the foregoing, these Terms shall benefit and bind the parties’
successors and permitted assigns. These Terms shall be governed in all respects
by the laws of the State of Oregon and Influencer agrees that unless otherwise
indicated by Dapper Bear Candle Co. any action arising from or relating to
these Terms shall be brought exclusively in a state or federal court located in
Portland, Oregon. Should any provisions of these Terms be held by a court of
law to be illegal, invalid, or unenforceable, the legality, validity and
enforceability of the remaining provisions of these Terms shall not be affected
or impaired thereby. The waiver by either party of a breach of any provision of
these Terms by the other party shall not operate or be construed as a waiver of
any other or subsequent breach by the other party. These Terms (including the
applicable Agreement) constitute the entire agreement between the parties
relating to this subject matter and supersedes all prior or contemporaneous
oral or written agreements concerning such subject matter. These Terms may only be changed by mutual agreement of authorized representatives of the parties in writing.

Dapper Bear Candle Co. and Influencer have agreed to execute the marketing activities identified below. Each party shall coordinate their respective marketing activities. All such promotion and marketing costs by a
respective Party shall be borne solely by that Party, unless otherwise indicated
below or in your affiliate brief sent with products.

 

Activities of Dapper Bear Candle Co. :

To provide Deliverables and Brief Sheet at no cost to
Influencer.

 

Activities of Influencer:

Within 30 days of receipt of deliverables Influencer must
utilize product and write an honest and informative review for deliverables on
our website, email prompt will be sent for convenience. Influencer must create
User Generated Content within 40 days of receipt of product(s) unless otherwise
stated in Brief Sheet. One social media post, reel, video, or blog post per
product must be created and shared within the set forth deadline and remain on
feed for a minimum of 90 days. If influencer elected multiple products, allow a
minimum of one week before posting additional content. Deliverables do not need
to be returned, continual promotion is allowed, and commission link is valid unless contract is terminated, or discussed otherwise.

 *If influencer does not uphold their responsibilities within the aforementioned deadline the influencer is responsible for full payment of deliverables and shipping fees.*

Payment Terms:

Commission is paid on a bi-weekly basis, the first and third Friday’s of the Month.

You may elect to either receive payment via paypal,
venmo, cash app, or check.