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Brand Service Agreement

Effective Date: February 28, 2025

This Brand Service Agreement ("Agreement") is entered into by and between Endorsa Inc., a corporation organized under the laws of the State of Iowa ("Endorsa"), and the brand partner ("Brand").

1. Services Provided; Independent Contractor
Endorsa connects brands with individuals who actively use their products ("Influencers") to publish authentic testimonials and product experiences on LinkedIn and other social media platforms ("Services"). Endorsa agrees to render the Services using due and reasonable care under the circumstances, in compliance with all applicable federal, state, and local statutes, rules, and regulations. Endorsa is intended to be, and shall be treated, as an independent contractor of Brand. Nothing in this Agreement shall constitute or be construed as constituting or tending to create an agency, joint venture, partnership, or employer-employee relationship between Brand and Endorsa.

2. Obligations of Brand
Brand agrees to submit all information and details regarding its marketing campaigns for which Endorsa will provide Services, including any perks provided, program dates, branding guidelines, responsibilities, and the identity of the Brand (collectively, the “Campaign Information”) to Endorsa prior to engagement with any Influencers. Brand represents and warrants that all Campaign Information, goods, services, materials, or content provided by Brand is provided in good faith, accurate, in best condition, and operates as intended.  Brand further warrants that no use, operation, demonstration, or other activity performed by an Influencer or Endorsa related to any Campaign Information, good, or service does or will infringe upon any third party’s intellectual property rights.

3. Influencer Content Ownership
The Brand acknowledges that all content created and published by Influencers remains the property of the Influencer or Endorsa, as defined in its Influencer user guidelines. 

4. Fees and Payment Terms
The Brand agrees to pay a monthly service fee as set forth on Endorsa’s pricing page  to Endorsa for access to the platform and coordination of influencer campaigns.

Monthly fees are due in advance each month on or before the day of the month in which the Brand originally signed up with Endorsa. For example, if Brand originally started on the 14th of a month, monthly fees going forward will be due on the 14th of each successive month. Monthly fees are paid in advance and are not refundable to Brand in the event of termination of this Agreement.

Fees must be paid in advance of any campaign activation or content publishing.

Failure to pay on time may result in suspension of Services.

5. Indemnification, Releases, and Limitation of Liability
Brand agrees to indemnify, defend, and hold harmless Endorsa and its respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims (known or unknown), losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from any Brand negligence, breach by Brand of this Agreement, or Brand’s breach of Endorsa’s Privacy Policy or any other agreement(s) between the parties, all of which are incorporated herein.

In connection with the above, Brand hereby releases Endorsa from and covenants not to sue Company related to any and all liability, loss, claims, suits or damages arising out of or in connection with any suit brought against Endorsa related to any Brand campaign, any Brand sponsored event, or any Brand use of an Influencer’s likeness, including, but not limited to, compensatory, punitive, enhanced, consequential and incidental damages and reasonable attorneys’ fees, whether such damages arise under contract, tort or statute.

LIMITATION OF LIABILITY. ENDORSA SHALL NOT BE LIABLE TO BRAND FOR ANY REPUTATIONAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, ARISING FROM BREACH OF THIS AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, BREACH OF PRIVACY OR LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.  BRAND AGREES ANY DAMAGES DUE BRAND ARISING OUT OF THIS AGREEMENT ARE EXPRESSLY LIMITED IN AMOUNT TO THE AMOUNT PAID BY BRAND FOR THEIR SERVICES.   

6. Termination
Either party may terminate this Agreement with a minimum of thirty (30) days’ written notice.

Upon termination, the Brand is responsible for payment in full for all Services rendered and Influencer work completed within the current month.

No refunds will be issued for partially used months.

7. Term and Renewal
This Agreement will continue on a month-to-month basis unless terminated by either party in accordance with Section 4.

8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa, without regard to its conflict of law principles. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in Polk County, Iowa and Brand irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by Endorsa. 

9. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether oral or written.

10. Miscellaneous
No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties hereto. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. The prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal. Neither this Agreement nor any rights or obligations of Brand under this Agreement may be assigned or transferred by Brand (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Endorsa. Any assignment in violation of the foregoing will be null and void. Endorsa may freely assign this Agreement or any of its rights under this Agreement. 

Acceptance of this Agreement
BY CLICKING ON THE “ACCEPT” BUTTON OR BY OTHERWISE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING ENDORSA’S SITE OR SERVICES, YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE “ACCEPT” BUTTON, OTHERWISE ACCEPT THESE TERMS, OR ACCESS OR USE ENDORSA’S SITE OR SERVICES (THE “EFFECTIVE DATE”).

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, ENDORSA IS UNWILLING TO AGREE TO PROVIDE ITS SERVICES TO YOU.