Influencer Terms & Conditions

INFLUENCER TERMS AND POLICIES

BACKGROUND:

1. Juvenescence US Corp (“Juvenescence”) is a drug development company building a pipeline of innovative therapies to address human ageing and longevity.
2. The parties are entering this Agreement to set out the terms and conditions on which you “the Influencer” shall provide certain social media or promotional activities on behalf of Juvenescence.

Within this Agreement, “we,” “us,” and “our” refer to Juvenescence, and “you,” “your,” and “yours” refer to you, the Influencer. 

1. Overview 

This Agreement contains the terms and conditions that apply to you providing influencer services to Juvenescence, including but not limited to, promotion by you of Juvenescence’s products on your (or other) website, video media, social media or other promotional recordings (“the Services”). The terms shall also apply to any unique tracking links we provide to you to allow linking between your website or social media site and the Juvenescence websites. 

It may be the case that Juvenescence wishes to agree additional commercial terms with you to sit alongside or otherwise amend the terms of this Agreement. In such case, you may be asked to agree to an additional statement of works (the “SOW”) which, once executed shall be subject to and governed by the terms of this Agreement. If there is an inconsistency between any of the provisions of the SOW and the provisions of the Agreement, the provisions of the Agreement shall prevail except to the extent this SOW expressly states otherwise.

Please note that throughout this Agreement, “we,” “us,” and “our” refer to Juvenescence, and “you,” “your,” and “yours” refer to the Influencer.

By applying and participating in Juvenescence’s Influencers programme, you’re agreeing to be bound by these terms. You also agree to abide by our terms of use and trademark policy, and acknowledge that you have read and understood our privacy policy, all of which are incorporated by reference into this Influencers policy.

The Services may include developing and performing in videos and other audio, visual and audio-visual content focusing on the relevant product (the “Videos”) and may include but not be limited to behind-the-scenes footage (the “Behind the Scenes Footage”), still photographs (whether taken by a still photography camera or as a lift from footage shot) (“Stills"), and other content and messaging as directed and approved by the Company (such Videos, Behind the Scenes Footage, Stills, and other content and messaging and Influencer’s name, image, likeness, signature, endorsement, performance and other characteristics and so-called publicity rights collectively, Influencer's “Name and Likeness” as they appear therein, are collectively referred to herein as, the "Executions").

The Influencer shall publish, or allow the Company to publish, the Executions described in this Agreement on Influencer's social media accounts, including but not limited to TikTok and Instagram and/or other online, mobile or other digital media channels (each, a “Social Media Channel”) as the Company shall determine. Each post on a Social Media Channel (each, a “Social Media Communication”) will adhere to the following “Specifications": (A) the timing and substance of each Social Media Communication will be subject to Company's reasonable approval and shall be in accordance with applicable law, (B) where applicable, Influencer will ensure that the Social Media Communication contains or is accompanied by an appropriate FTC endorsement and testimonial/advertising disclosure approved by the Company or provided by the Company; (C) the Social Media Communication will not be taken down or made private unless the Company so directs or approves; (D) no Social Media Communication will depict, describe, present or portray the Product or the Company, or any of their respective products, services, officers, directors, employees, or representatives in a manner that a reasonable person would view as disparaging; and (E) each Social Media Communication about a the Product will include at least one (1) verbal mention and visual depiction of the Product that is recognizable.

 

The Services shall be performed personally by Influencer, except as otherwise may be provided herein, except that Influencer may make use of third parties selected by Influencer and approved by Company (“Assistants”) to assist Influencer in producing Videos and maintaining the Social Media Channels. All Assistants engaged to render Services shall be engaged by Influencer in his or her own name (and not as agent for Company), and Influencer shall oversee and monitor the Services provided by all such Assistants, and Influencer shall be responsible for paying any and all fees payable to any such Assistants. Influencer shall cause Assistant to comply with the terms of this Agreement in carrying out any of the Services.

 

2. Influencer Obligations 

2.1. You hereby agree to;

1. adhere with any and all promotion and posting requirements and guidelines provided by Juvenescence. Any failure to do so may lead to withholding of payment, suspension from the program, and/or termination of this Agreement;
2. complete all required deliverables within 1 month of the relevant request by the Company or such other timeframes as may be communicated to you from time to time. All deliverables must comply with and adhere to all requirements set forth in this Agreement;

• as a member of Juvenescence’s Influencer Program, from time to time you will be provided with advertising campaign materials, HTML code, post content, banner creatives and/or e-mail campaigns if appropriate for your needs (hereinafter “Links”). You agree to use the HTML code provided for your Links as requested by Juvenescence and update when new Links are provided. Failure to ensure Links are up-to-date and appropriately used may result in waiving the right to receive any payments or termination of this Agreement. 

2.2. We reserve the right to review your posts, promotional material, videos, and all other materials posted by you containing information relating to our brands, trade-marks, products, and Link placement. Upon request, you must immediately comply with any request or guideline provided to you.

2.3. Any content you create while under this contract becomes the property of and may be used by Juvenescence after contract termination by either or both parties. 

2.4. You will make changes or remove content as requested and within the requested timeframe to Juvenescence’s satisfaction.  Failure to make changes as and when requested will be considered non-compliance and may result in withholding of payment or termination of this Agreement.   

2.5. You agree that any content you create during the term of this Agreement may be used by Juvenescence during the term, or after termination by us. 

2.6. You shall comply with all applicable intellectual property laws and must have express permission to use any copyrighted material. You will be exclusively responsible for us of any copyrighted material or other intellectual property in violation of the law or any third party rights. 

2.7. You agree that your social media accounts, your website, and your other communications will not be used for any prohibited purposes. What constitutes a prohibited purpose is subject to Juvenescence’s sole discretion and determination from time to time, and includes, but is not limited to:  

• Promoting violence, sexually explicit materials, discrimination (including on the grounds of race, sex, religion, nationality, disability, sexual orientation, or age);
• Any activity which is in breach of any applicable law, guideline or regulation;
• Any infringement (or assistance to others to infringe) any copyright, trademark or other intellectual property rights;
• Containing software downloads that potentially enable diversions of earnings or commission from other influencers / Influencers in our program;
• Designing or producing your website in a manner which may lead (or actually leads) a reasonable customer to believe you are acting as part of, or from within the business of Juvenescence; 
• Is generally unlawful, harmful, threatening, defamatory, obscene, harassing or objectionable to us (to be decided acting in our sole discretion). 

2.8       You must notify Juvenescence at least ten (10) business days before any public event, including but not limited to interviews, podcasts, “live” social media events, and lectures (“a Public Event”), that are reasonably expected to relate to Juvenescence or our products. You must adhere to Juvenescence requirements and/or limitations on subject matter, statements, etc., and agree to adhere to current policies or other materials provided by Juvenescence. 

2.9 Influencer recognizes that it is in the interest of the parties for the Influencer to conduct its activity in a way that reflects favorably on the parties and promotes the public recognition of any Juvenescence brand and any associated brand products (“the Product”).  Neither the Influencer nor any immediate family member of the Influencer, shall not engage in or create any custom content reflecting any "Anti-Prestige Activities” (as defined herein) and shall not otherwise engage in any activity or create customer content which may tend to bring the Influencer, brand, the product or other applicable counterparty into public disrepute, contempt, scorn or ridicule, or which may tend to shock, insult or offend the community or public morals or decency. As used herein, “Anti-Prestige Activity” means (a) performance in any pornographic media (including without limitation pornographic films); (b) appearance in the nude in any medium; (c) smoke marijuana or take illegal drugs; (d) engaging in any crime or illegal activity and acts of violence; and (e) hazardous stunts. If at any time during the term, Influencer makes a derogatory or disparaging statement about Brand or the product, engages in an Anti-Prestige Activity or otherwise commits any act which brings or could bring such Influencer brand or the product into public disrepute, contempt or scandal, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon the reputation of the Influencer, brand or the product, or if the Influencer has so conducted themselves in the past and information in regard thereto becomes public during the term, such commission, involvement or statement shall constitute a material breach of this Agreement and brand may, at its option and without limiting its other rights and remedies, modify or agree to terminate this Agreement in its entirety without any liability to Influencer hereunder.

3. Payment 

3.1. Juvenescence reserves the right to alter or change the terms of payment eligibility at any time.  

3.2.  For each eligible new customer that directly results from a Link, we shall pay you a commission as further detailed in the agreement included in the GRIN platform or the SOW provided to you separately. 

3.3. A qualifying purchase for purposes of determining payment is a purchase by a new customer (being a customer that has not previously purchased product within the previous two (2) calendar years) and the purchase occurs within one calendar month of that customer’s use of the relevant Link. For the avoidance of doubt, no payment will be due to the extent you (or your Links are not in compliance with this Agreement or if the eligible purchase is returned to us.

3.4. Payment shall be made to you on the basis included in the agreement in the GRIN platform or the SOW provided to you separately.

3.4. The Influencer is solely responsible for compliance with all tax and other tax or income related laws and regulations applicable to you or the payments made by Juvenescence.

4. Requirements and Restrictions 

4.1. You agree that any communications you make, whether via your website, social media (including reposts), or other medium, must adhere to the influencer guidelines provided to you and any other such policy as communicated to you from time to time (“the Policies”).

4.2. Adherence to the Policies is a core principle of this Agreement, and any noncompliance may result in withholding of payment and/or termination of this Agreement. All social media posts and materials including but are not limited to, posts, videos, stories, and comments on any social media platform (e.g., Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok, Reddit, Tumblr) must comply with the Policies, including editing materials as and when requested by Juvenescence until all materials are to Juvenescence’s satisfaction. 

4.3 You shall at all times comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC”).  The FTC requires you to always clearly disclose the relationship between you and Juvenescence. You hereby represent and confirm that you have read and shall comply with the FTC guidelines available at the following URL : https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf. 

 4.4 You represent that any representations you make in connection with Juvenescence and its brands and products will reflect your honest opinions and shall not contain any statements or representations about Juvenescence the to the best of your knowledge that are not true or are deceptive. If your opinions, findings, or experiences mentioned in the content change, you are responsible for updating the content. 

4.5 You will not impersonate another person or pretend you are someone else when posting content. If any persons appear, are quoted in, or are referred to in the content, you are solely responsible for obtaining a valid release from such persons, prior to posting or making content publicly available.  The release must permit Juvenescence the right to exhibit and use the content. If any persons appearing in any content is under the age of majority in their state, country, or providence of residence, the signature of a parent or legal guardian is required on each release. You must provide documentation of the release upon request by Juvenescence. There will further not be any personally identifiable information (such as, but not limited to, license plate numbers, personal names, email addresses, or street addresses) of any person other than you.

• You will not engage in certain forms of spamming, unsolicited commercial email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once or advertising that in any way effectively conceals or misrepresents your identity, your domain name, or your return email address.  Your mailings referencing Juvenescence must only be made to existing customers/subscribers or to commercial groups that welcome commercial messages. 

4.7 You shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers). As used herein a. “Parasiteware” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of influencer / Influencer and non-Influencer commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop-ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Juvenescence’s site in IFrames, hidden links and automatic pop-ups that open Fast Bar’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Influencer / Influencer banners with any other banners, other than those that are on web sites 100% owned by the owner of the application. 

5. Licenses 

5.1. Juvenescence hereby grants to you a non-exclusive, non-transferable, revocable, limited right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You agree that all uses of the Licensed Materials will be on behalf of Juvenescence and the good will associated therewith will inure to the sole benefit of Juvenescence. 

5.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other. 

6. Disclaimer and Limitation of Liability

THE INFORMATION, MATERIALS, AND SERVICES PROVIDED ON OR THROUGH OUR WEBSITES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. JUVENESCENCE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, OR SERVICES PROVIDED ON OR THROUGH OUR WEBSITES; THE INFORMATION, MATERIALS, AND SERVICES PROVDIED ON OR THROUGH OUR WEBSITES MAY BE OUT OF DATE, AND JUVENESCENCE DOES NOT MAKE ANY COMMITEMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS, OR SERVICES. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.  

IN NO EVENT WILL WE OR OUR RESPECTIVIE DIRECTORS, EMPLOYEES, INFLUENCERS, INFLUENCERS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID TO YOU UNDER THIS AGREEMENT. 

7. Indemnification 

You hereby agree to indemnify and hold harmless Juvenescence and its subsidiaries and Influencers, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) your violation of this agreement, (ii) any claim that our use of the Influencer trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (iii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us. This indemnity survives termination of this Agreement. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Juvenescence in asserting any available defences. 

8. Confidentiality 

8.1 During the course of this Agreement, you will have access to and become aware of information which is confidential to Juvenescence and its Influencers.  For purposes of this Agreement, “Confidential Information” means any technical, tangible or business information disclosed by one Party to the other Party that: (a) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (b) if disclosed orally, is identified as “confidential” or “proprietary” at the time of such disclosure; or (c) under the circumstances, a person exercising reasonable business judgement or having a reasonable knowledge of the state of the art of the technology would understand to be confidential or proprietary.

 

8.2 You hereby agree: (a) to maintain Confidential Information disclosed by Juvenescence in strict confidence; (b) except as expressly permitted below, not to disclose such Confidential Information to any third parties; and (c) not to use any such Confidential Information for any purpose except as set out herein.

 

8.3 All Confidential Information remains the sole and exclusive property of Juvenescence or other third parties from whom Juvenescence obtained the same.  The Influencer acknowledges and agrees that nothing in this Agreement will be construed as granting any rights to the Influencer, by license or otherwise, in or to any Confidential Information disclosed by Juvenescence nor in any patents, copyrights, or other intellectual property or proprietary rights therein, excepting only the right to use the same as specified in this Agreement (i.e., solely for the purposes set out herein).

 

8.4 Upon the expiration or earlier termination of this Agreement, and at any other time upon Juvenescence’s request, the Influencer shall promptly (a) return to Juvenescence (or, at Juvenescence’s option, destroy) all tangible items and embodiments containing or consisting of Confidential Information disclosed by Juvenescence and all copies thereof, and (b) erase all electronic copies of Confidential Information disclosed by Juvenescence contained in the Influencer’s computers and information technology systems, except for one copy of the Confidential Information that may be retained solely for the purpose of compliance and record-keeping.  The Influencer shall, upon request, promptly provide the Juvenescence with a written certification that the Influencer has complied with its foregoing obligations.

 

9. Representations and Warranties 

You represent and warrant that: 

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; 

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party; 

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement. 

9.4 You shall at all time act in accordance with applicable law and regulation.

10. Termination 

10.1. This Agreement will begin upon our acceptance of your Influencer application and will continue for one (1) year or unless terminated hereunder. 

10.2. Either you or we may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.  

 

11. Modification 

11.1 Juvenescence shall have the right to modify any of the terms and conditions in this Agreement at any time at our sole discretion without notice. Modifications may include, but are not limited to, changes in the payment procedures or any relevant policies which shall be incorporated herein upon the conclusion of such amendment. Our only obligation with respect to such changes shall be to post on our website should any change be material.

11.2 If any modification is unacceptable to you, you agree that your sole remedy is to end this Agreement. Your continued participation in our Influencer program following such change in terms will indicate your agreement to the changes. 

 

12. Miscellaneous 

12.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Juvenescence.

12.2. You may not assign your rights herein without our prior written consent. We may assign our rights as part of a sale of our business or to any Influencer. 

12.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without regard to the conflicts of laws and principles thereof. Any action seeking legal or equitable relief arising out of this Agreement will be exclusively brought only in the federal or state courts of the State of Delaware, and you waive any objection regarding venue or forum.   

12.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.  

12.5. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.