Exhibit A

1. GENERAL
   
   The Campaign Details to which these general terms and conditions (these "General Terms") are attached will become a binding contract incorporating these General Terms upon execution of such Campaign Details by all parties. Any capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Campaign Details or on Exhibit B attached hereto. In the event of any conflict between the Campaign Details and these General Terms, the Campaign Details will control.
   
   
2. ASSUMPTIONS
   1. Unless otherwise directed by Collectively, Influencer will (i) enable the social shopping platform feature on the applicable social media platform to link to the applicable Client product or service on Client's website, which link will be provided by Collectively and (ii) use the "paid partnership" feature on Instagram (if applicable) and will tag Client.
   2. Unless otherwise directed by Client or Collectively, except with respect to Instagram Stories (each of which shall remain live for 24 hours from the time that such Instagram Story is posted) all Posts shall remain on Influencer's applicable social media channels for no less than one (1) year, unless directed by Collectively to remove them earlier.
   3. Unless otherwise directed by Client or Collectively, with respect to each photograph and/or video to be provided as Content hereunder, Influencer represents and warrants that such photograph and/or video will (i) are the original work of which the Influencer is the sole author and owner (ii) be of professional quality and high resolution with no watermarks or other overlays and if applicable (iii) feature and display the applicable Client product or service according to the Creative Brief and Creative Treatment.
   4. Influencer, at Influencer's sole cost and expense, has obtained or will obtain all necessary releases and approvals from all applicable third parties appearing or featured in the Content.
   5. Except as otherwise expressly permitted hereby, Influencer will not monetize the Content and/or any other Client-sponsored content in any way, including but not limited to, YouTube pre-roll ads, without Collectively's or Client's prior written consent.
3. EDITORIAL PROCESS; REVIEW
   1. In the event that the Services include Influencer providing Posts and/or Influencer Materials, Collectively will provide Influencer with a Creative Brief. For clarity, in the event that the only content arising from the Services performed hereunder are the Works, Collectively shall not be required to provide Influencer with a Creative Brief. Collectively and Influencer will work together to finalize and mutually approve a Creative Treatment based on the Creative Brief. Collectively will review the Creative Treatment in accordance with the schedule set forth above. In the event Influencer does not follow the Creative Brief or the Creative Treatment, if requested by Collectively, Influencer will be required to re-shoot and/or edit the applicable Content to make such Content comply with the Creative Brief and/or Creative Treatment at no additional cost to Collectively or Client and will provide such updated Content to Collectively within three (3) days after Collectively's request.
   2. Collectively shall be entitled to briefing call[s] as set forth above with the Collectively creative team prior to producing Content. Collectively and Client shall be entitled to editorial notes with respect to each Content as set forth above. If Collectively or Client does not approve the re-submitted Content, Collectively or Client may terminate this Agreement immediately upon notice to Influencer. Influencer will not post any Content to Influencer's websites or social media channels unless and until such Content is approved by Collectively and/or Client in writing, and Influencer will not make any modifications to any approved Content without first obtaining Collectively and/or Client's prior written consent.
   3. Collectively or Client may require Influencer to correct (and Influencer shall promptly, but in any event within 24 hours, correct) any Content after the posting of such Content, to make such Content conform to the requirements hereof, including without limitation, the Creative Brief and/or the Creative Treatment, including revising such Content to include any necessary hashtags or brandtags, or fix any links that are inoperable or incorrect. Collectively or Client may, in their reasonable discretion, issue a Takedown Notice to Influencer in connection with any published Content. Immediately after receipt of such Takedown Notice, Influencer shall remove each Content that is the subject of such Takedown Notice from any public channel and ensure that such Content is no longer distributed.
4. EXCLUSIVITY
   1. To the extent permitted by applicable law, during the Exclusivity Period, Influencer will not communicate directly with Client for any reason (including without limitation, with respect to any Services or Content) without Collectively's or Client's prior written consent.
   2. To the extent permitted by applicable law, during the Exclusivity Period, Influencer represents, warrants, and covenants that it will not (i) provide any services substantially similar to the Services provided hereunder to a Competitor, (ii) post organically or in a sponsored capacity as agreed upon in the Campaign Details any content from, involving or related to a Competitor on any of Influencer's websites or social media channels, and (iii) grant any rights, provide any endorsement of permit or authorize the use of Influencer's Likeness in connection with the advertising, marketing or promotion of any Competitor. In the event Influencer desires to do any of the foregoing for a Competitor Service during the Exclusivity Period, Influencer shall immediately notify Collectively in writing thereof. Influencer is otherwise permitted to provide advertising, marketing and/or promotion services to other customers/clients that are not a Competitor.
5. TERM, TERMINATION
   1. Collectively or Client has the right to terminate this Agreement at any time for any reason or no reason whatsoever upon written notice to Influencer.
   2. In the event of termination of this Agreement for any reason other than due to Influencer's breach, Collectively's sole obligation will be to pay Influencer a pro-rata portion of the Fee for Services and Content that have been accepted by Collectively and Client prior to the date of termination, as determined by Collectively and Client in their reasonable discretion.
6. LICENSE
   1. Commencing on the date of the initial posting of each Post and continuing for the applicable License Period, Influencer hereby grants Collectively, Client and their affiliates a royalty-free, exclusive (except as to Influencer as expressly permitted herein), irrevocable, sublicensable, transferrable, worldwide, fully paid up right and license to use the Posts, Influencer Materials and Influencer's Likeness for the licensed uses described in the Campaign Details.
   2. In addition, Influencer hereby grants Collectively, Client and their respective affiliates a royalty-free, non-exclusive, perpetual, irrevocable, sublicensable, transferrable, worldwide, fully paid up right and license to use the Content and Influencer's Likeness for Collectively's, Client's and/or their respective affiliates' internal purposes, including at Collectively's, Client's and/or their respective affiliates' conventions and meetings, and for advertising competitions, trade publications and retrospective editorial material.
   3. Subject to the Influencer’s Likeness rights therein, Client shall own all right, title and interest in and to the Works and is deemed the author, creator and sole and exclusive copyright owner of the Works, which shall be works made for hire within the meaning of the United States Copyright Act, for all purposes, and throughout the universe. If for any reason any portion of the Works does not qualify as works made for hire, Influencer hereby irrevocably sells, transfers, grants and assigns all right, title and interest in and to the Works to Client (whether now existing or hereafter created). Influencer hereby waives any right to inspect and/or approve the Works, their use, or other materials as may be used in connection therewith. Influencer understands that nothing contained herein shall obligate Client to make any use of the Works or the rights granted herein. Influencer has no right of approval, no claim to additional compensation, and no claim (including, without limitation, claims based upon invasion of privacy, defamation, or right of publicity) arising out of any use, blurring, alteration, distortion, illusionary effect, faulty reproduction, fictionalization, or use in any composite form of the Likeness. In addition, Influencer hereby waives the benefit of any law known as droit moral (or moral rights) and of any similar law anywhere in the world with respect to the Works.
   4. Neither Collectively nor Client is required to make use of the Content or Influencer's Likeness, and Influencer waives the right of prior approval with respect to the use, reproduction, alteration or publication of the Content and/or Influencer's Likeness as permitted herein. Collectively and/or Client may include personalized tags/identifiers in connection with the promotion of the Content and/or Influencer's Likeness. Collectively and Client shall not be required to delete or take down any social media shares/posts made by Influencer, Collectively, Client or any other party, and shall not be responsible for any sharing of the Content and/or Influencer's Likeness by any unaffiliated party.
7. COMPENSATION
   1. The Fee will due no later than (60) days from the last day of the month in which the last Post is published by Influencer or, if no Posts are to be published hereunder, the month in which the last Influencer Materials are delivered to Collectively. Influencer acknowledges and agrees that the Fee was negotiated and agreed upon by both parties and is fair compensation for the Services and/or Content outlined in this Agreement.
   2. The Boosting Option Fee (if any) shall be due no later than (60) days from the last day of the month in which the last Post is boosted.
   3. Any expenses incurred by the Influencer in connection with the Services for which the Influencer seeks reimbursement other than as expressly permitted herein, such as airfare or hotel, must be expressly set forth in the Campaign Details or otherwise pre-approved by Collectively in writing and documented with receipts therefor. Subject to the foregoing conditions, Collectively, on behalf of Client, will process such reimbursements within 15 days from Collectively's receipt of all required receipts.
   4. The Fee shall be inclusive of any and all costs and expenses Influencer may incur with respect to the provision of the Services and/or Content. Notwithstanding anything herein to the contrary, Influencer shall be responsible for all withholdings, taxes, talent fees, agency fees and other fees and expenses. Payment is subject to Collectively's receipt of a valid invoice and such other documentation or information as Collectively may reasonably require in order to process the payment (e.g., Payment Form), all at such time(s) as provide Collectively with a reasonable amount of time to make the payment(s) by the specified date(s).
8. COLLECTIVELY ANDCLIENT MARKS
   
   Except as expressly provided in this Agreement, Influencer acknowledges and agrees that (i) Client and Collectively, as applicable, shall exclusively own all right, title and interest to their respective intellectual property (including but not limited to all Client and Collectively Marks) and (ii) Influencer will not acquire any rights or licenses in any Client products or any Client or Collectively intellectual property rights (including but not limited to all Client and Collectively Marks). Except as provided in this Agreement, Influencer agrees not to use any Marks without the permission of Client or Collectively, as applicable. During the Term, Collectively, on behalf of Client, hereby grants to Influencer a limited, non-exclusive, non-sublicensable, royalty-free, revocable license to use Client’s Marks, solely to the extent necessary to enable Influencer to perform the Services and/or produce the Content as contemplated hereby, in the form provided by Client or Collectively. All use of Marks shall conform to any specifications and requirements provided by Client and/or Collectively and shall inure to the exclusive benefit of Client or Collectively, as applicable.
   
   
9. MORALS CLAUSE; NON-DISPARAGEMENT
   1. In the event that Influencer violates any law, rule or regulation or if Influencer's conduct, in Client's reasonable discretion, violates generally accepted standards of behavior such that public association with Influencer would subject Client, Collectively, Influencer and/or their respective affiliates to the disfavor, contempt or ridicule of the general public, or would be detrimental to the reputation, business and/or sale of the products or services of Client, Collectively and/or their respective affiliates, or that is reasonably likely to insult or offend the community or any substantial group thereof, each of Collectively and Client will be entitled to immediately terminate this Agreement in its sole discretion with no further liability to Influencer.
   2. Influencer shall not make any statements or commit any acts making Influencer, in Collectively's reasonable opinion, the subject of public disrepute, contempt or scandal that affects the reputations of Influencer, Collectively or Client; nor shall Influencer defame Collectively or Client or disparage their products or services. In the event that Influencer breaches this Section 9(b), each of Collectively and Client will be entitled to immediately terminate this Agreement in its sole discretion with no further liability to Influencer.
      
   3. If Collectively or Client terminates this Agreement pursuant to this Section 9, Influencer shall immediately refund to Collectively the Fee (or all portions thereof) that have been paid to Influencer as of the date of termination. Influencer will not publish or cause to be published any content that would disparage or cause harm to Collectively's, Client's or their respective affiliates' brands, image, products, services or intellectual property.
10. SOCIAL MEDIA ACCOUNTS
    1. Influencer shall validate Influencer's social media accounts in the analytics platform used by Collectively to retrieve metrics related to the Campaign from the applicable accounts. The Influencer Data may be shared with the Client, provided that the Influencer Data shall be read-only. In addition, Influencer agrees that if requested, Influencer shall provide access to its Campaign audience solely for the purpose of engaging in a brand lift study with such audience.
    2. Influencer will provide Collectively with a report containing sufficient detail to allow Collectively and Client to confirm the posting of each Post to the applicable social media channel, including without limitation, the Post Data. In addition, Influencer will track and deliver to Collectively a report of key metrics, which will include the Post Data. Such report will be delivered to Collectively upon request by Collectively or Client.
11. CONFIDENTIALITY
    If Collectively or Client, on the one hand, and Influencer, on the other hand, have entered into an NDA, the terms of such NDA shall govern the exchange of any confidential information hereunder. In the event Collectively or Client, on the one hand, and Influencer, on the other hand, have not entered into an NDA on or prior to the Effective Date, the terms of this Section 11 shall govern the exchange of any confidential information hereunder. Receiving Party will not (a) use Confidential Information for purposes other than provided in the Agreement, and (b) disclose Confidential Information of Disclosing Party to any third party, except as Disclosing Party may authorize in writing, and Receiving Party's internal dissemination of such Confidential Information shall be limited to those personnel who need to know such Confidential Information in order to perform Receiving Party's obligations hereunder and who are subject to confidentiality obligations at least as protective of the Confidential Information as those included herein. Influencer agrees that (i) Collectively may use any and all Data for its internal business purposes; (ii) may disclose such Data to Client; and (iii) may disclose such Data to third parties in an aggregate or other de-identified form in connection with its business.
    
    
12. REPRESENTATIONS, WARRANTIES AND COVENANTS
    Influencer hereby represents, warrants and covenants to Collectively and Client that: (i) Influencer has full authority to enter into this Agreement and perform its obligations hereunder, without conflict with or violation of any rights of any third party; (ii) the Services provided hereunder will be performed in a professional and timely manner; (iii) Influencer, at Influencer's sole cost and expense, has obtained all necessary permits, releases, clearances and authorizations to perform its obligations hereunder (including all rights necessary from any person(s) featured in any Content) and will provide Collectively with copies thereof upon Collectively's request; (iv) any intellectual property incorporated by Influencer into the Services and Content provided hereunder (other than with respect to third-party owned materials) is an original work of which Influencer is the sole author and owner and that Influencer, the Services, the Content and Influencer's Likeness will not infringe or violate any intellectual property right, right of publicity or privacy, or other right of any third party; (v) Influencer will not incorporate any third-party owned materials into the Content without Collectively's prior written consent; (vi) Influencer does not have a material number of bots, paid-for or similar followers of Influencer's social media accounts; (vii) Influencer shall, throughout the Term, keep the social media channels on which Influencer posts the Content active and shall not materially alter the manner in which Influencer or any relevant third party uses such social media channels; (viii) the Services, the Content, Influencer's Likeness and any other content posted to Influencer's websites and social channels is and will be (A) truthful, (B) not misleading or deceptive, (C) in compliance with all applicable federal, state, local and foreign laws, rules, obligations, regulations and industry guidelines, including but not limited to, the FTC's then current Guides Concerning the Use of Endorsements and Testimonials in Advertising and any foreign equivalent thereof the terms hereof, the terms of use applicable to the platforms on which the Content may appear and any and all Client requirements, including the Creative Brief, Creative Treatment and any social media, endorsement or other guidelines provided by Collectively or Client to Influencer; and (ix) Influencer understands and acknowledges that Collectively is not a signatory to any SAG-AFTRA agreement and that the Content will not be covered by the SAG-AFTRA Commercials Agreement or any other collective bargaining agreement.
    
    
13. INDEMNIFICATION; LIMITATIONS OF LIABILITY
    Influencer will indemnify, defend, and hold harmless the Indemnitees from and against any third party Claims as a result of or relating to: (i) Influencer's and/or Influencer's representatives' breach or alleged breach of this Agreement; (ii) the Services, the Content, Influencer's Likeness or any other content posted to Influencer's websites and/or social media channels; or (iii) any negligent act or omission of Influencer and/or Influencer's representatives. Collectively will indemnify, defend, and hold harmless Influencer from and against any and all third party Claims as a result of or relating to: (A) Collectively's breach of this Agreement; or (B) any negligent or willful act or omission of Collectively. Except for a party's indemnification obligations hereunder or a breach of a party's obligations under Sections 9 or 11 of these General Terms, in no event will either party be liable to the other (i) under any theory of tort, contract, strict liability or other legal or equitable theory for any indirect, special, incidental, exemplary, punitive, or consequential damages, lost profits, or lost opportunities, each of which is hereby excluded by agreement of the parties regardless of whether the parties have been advised of the possibility of such damages; or (ii) for direct damages in excess of an amount equal to the Fee.
    
    
14. PRIVACY
    Collectively may collect, process, and disclose Influencer's personal information and/or personal identifiers including name, images, videos, and/or other digital media containing Influencer's name and likeness, address, email, social media handles, SSN, and other personal or sensitive personal information for purposes of compiling advertising campaigns, communicating with Influencer, and facilitating any other business conduct including, but not limited to remitting payments, Boost bonuses, and other financial necessities arising from this Agreement. Collectively may also collect Influencer's personal information if Influencer otherwise separately engages (i) with Collectively on its website; (ii) with Collectively's employees, agents, and/or representatives; and (iii) at any events separate and apart from events and engagements arising from this Agreement. For more information about how Collectively collects, processes, or uses Influencer personal information, please click here (collectivelyinc.com/influencer-privacy-policy).
    
    
15. AI
    Influencer shall not utilize any AI Product with respect to the performance of the Services and/or creation of the Content without first obtaining Collectively's prior written consent. In order to obtain such consent, Influencer shall provide Collectively with a reasonably detailed description of (i) the AI Product that Influencer desires to use, (ii) the inputs that Influencer intends to input into such AI Product and (iii) the outputs that Influencer intends to use from such AI Product. In the event Collectively provides its prior written consent to Influencer's use of such AI Product, (A) in no event shall Influencer use any AI Product in connection with the performance of the Services and/or creation of the Content that requires Influencer to input any Confidential Information of Collectively or Client into such AI Product and (B) all of Influencer's representations, warranties, covenants and indemnification obligations shall apply to any Services or Content provided hereunder that utilize such AI Product. To the extent Influencer's actual inputs or use of outputs change or differ from those approved by Collectively, Influencer shall immediately notify Collectively in writing of any such discrepancy and Influencer acknowledges and agrees that any unauthorized or improper use of any AI Product in connection with this Agreement may result in the forfeiture of any and all rights to payments owed to Influencer hereunder, the immediate termination of this Agreement and the indemnification by Influencer of the Indemnitees from any and all Claims arising from such use of AI Product.
    
    
16. INDEPENDENT CONTRACTOR
    Influencer acknowledges and agrees that it is an independent advertising, marketing, and promotion business engaged as an independent contractor and is not an employee, agent, or representative of Collectively. Nothing herein contained shall be deemed to create the status of employer and employee. Influencer further acknowledges and agrees that it has discretion and control over how the Services are performed and/or Content created, subject only to the guidelines and requirements provided by Collectively. Accordingly, Influencer shall be solely responsible for the payment of all applicable taxes, including income tax, social security, and self-employment taxes arising from the payments made under this Agreement. Influencer will indemnify, defend and hold harmless the Indemnitees from and against any and all Claims incurred by the Indemnitees as a result of Influencer's failure to make such payments.
    
17. ARBITRATION
    Any dispute, controversy, or claim arising out of, related to or resulting from the relationship between Influencer, Collectively and/or Client, this Agreement, its interpretation, or any breach or termination of this Agreement, and any alleged violation of any federal, state, or local statute, regulation, common law, or public policy, whether sounding in contract, tort, or statute shall be submitted to and decided by final binding individual arbitration on an individual basis before a neutral arbitrator. The parties understand and agree that each shall only submit their own individual claims in arbitration and shall not bring claims against the other in any representative capacity in any forum. Unless Influencer, Collectively and/or Client agree otherwise in writing, the arbitration shall be administered pursuant to the Rules. Each party will pay the fees for their own attorneys in arbitration, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by applicable law, Collectively will pay the arbitrator's and arbitration fees. If under applicable law, Collectively is not required to pay all of the arbitrator's and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with such applicable law, and any disputes in that regard will be resolved by the arbitrator. This provision does not apply to any claims that cannot be arbitrated under applicable law. The parties agree that the Services and/or Content involve interstate commerce and that this mutual arbitration provision is governed by the FAA.
    
    
18. MISCELLANEOUS
    Time is of the essence with respect to the completion and delivery of the Services and Content. Collectively and/or Client may request that Influencer changes or stops the performance/production of any Services and/or Content and Influencer shall take all reasonable steps to comply with such request as soon as reasonably practicable. Influencer shall be responsible for all actions and omissions of vendors, subcontractors, agents and/or suppliers that Influencer engages related to its obligations under this Agreement. Influencer may not assign or subcontract any of Influencer's rights or obligations (including by merger, consolidation, sale, operation of law or otherwise) hereunder without Collectively's and Client's prior written consent. Influencer shall remain fully responsible for the performance of all obligations under this Agreement, regardless of any approved subcontracting. This Agreement is binding upon Influencer's executors, administrators, heirs, legal representatives, and permitted assigns. Except as otherwise provided herein, each party hereby irrevocably consents to the exclusive jurisdiction of the federal and state courts located in New York, New York. Except as otherwise provided herein, to the extent permitted under applicable law, in the event that either party to this Agreement brings an action concerning the rights and obligations of either party under this Agreement, the prevailing party shall be entitled to receive all reasonable attorneys' fees and costs incurred in that action. Collectively and Client will be entitled to seek injunctive relief for any breach or threatened breach of this Agreement, without the need to post a bond or prove actual damages. Influencer agrees that in the event of any breach of this Agreement by Collectively or Client, Influencer's sole remedy shall be an action at law for damages against Collectively or Client (as applicable) and in no event shall Influencer be entitled to receive any injunctive or other equitable relief. Failure of either party to enforce any of its rights hereunder will not be deemed to constitute a waiver of its future enforcement of such rights or any other rights. If any provisions of this Agreement are held to be invalid, illegal, or unenforceable under present or future laws, such provisions will be struck from the Agreement or amended, but only to the extent of their invalidity, illegality, or unenforceability. The parties will remain legally bound by the remaining terms of the Agreement and will strive to reform the Agreement in a manner as consistent as reasonably possible with the original intent of the parties as expressed herein. The obligations of the parties under this Agreement that by their nature would continue beyond the expiration or termination of this Agreement will survive expiration or earlier termination of this Agreement. Except for the arbitration provision, which is governed by the FAA, the choice of law for interpretation and enforcement of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted in arbitration whether sounding in contract, tort, or statute, shall be the laws of the State of New York, without regard to conflict of laws principles thereof. The Campaign Details, these General Terms, all Exhibits attached hereto, all documents incorporated by reference herein, and the NDA (if any), constitute the entire agreement between the parties with respect to the subject matter hereof, supersede all prior agreements, whether verbal or in writing, with respect to the subject matter hereof, and no waiver, modification, or addition to this Agreement shall be valid unless in writing and signed by the parties hereto. Each party agrees that it has entered into this Agreement in consultation with a legal advisor of its own choosing, or has otherwise knowingly decided not to do so. Influencer shall be liable for the acts or omissions of all of Influencer's representatives and agents as if they were Influencer's own acts or omissions. Collectively and Influencer agree that (i) Client is an intended third-party beneficiary of this Agreement and has the right to execute all rights granted to Client under this Agreement directly against the Influencer, and (ii) Client is not bound to perform any of Collectively’s obligations, or by any of Collectively’s agreements or covenants, hereunder.