Influencer Terms & Conditions

General Terms and Conditions

for FitJam Providers and Influencers

DEFINITIONS

“Agreement” shall mean Cooperation Agreement and License Agreement

„Application“ shall mean AI-powered fitness and wellness mobile app branded FitJam that provides personalized training plans, yoga classes, dietary recommendations, nutritional supplements and recovery tips. The Application functions as a platform, which is offered as a white-label solution, allowing influencers to rebrand and promote the service under their own brand, while using the technology and infrastructure of Fit Jam

„Content“ shall mean video recordings, audio recordings (e.g. music and other sounds) and video-audio recordings, graphics, photographs, text (e.g. comments), signs (e.g. trade names, trademarks, service marks or logos), instructions, methods and other materials.

„FitJam“ shall mean FITJAM GLOBAL PLATFORM – FZCO with registered address at: Dubai Silicon Oasis, Dubai, United Arab Emirates, License ID: 60391

“Influencer” shall mean a natural person defined in the Agreement who will promote and present the Application and who will provide influencer marketing.

“Recordings“ shall mean video recordings (audiovisual recordings) audio recordings (audio recordings), within which the Influencer will promote or present the Application

„Services“ shall mean influencer marketing and promoting and presentation of the Application and other activities under the Agreement

GENERAL PROVISIONS

This General Terms and Conditions for FitJam Providers and Influencers (hereinafter “T&Cs”) form an integral part of this Agreement.

In case of discrepancies between the Agreement and these T&Cs, the provisions of the Agreement shall prevail.

GENERAL OBLIGATIONS OF THE PROVIDER

The Provider is obliged to do the following for FitJam (hereinafter referred to as the “Obligations”):

Create Recordings and provide the Services in accordance with the Agreement and use its best endeavors to the interests of FitJam by providing the full benefit of the Provider’s knowledge, expertise and skills,

immediately inform FitJam of any issues that may impact or influence in any manner the Agreement and the Recordings and/or Services provided pursuant hereto.

The Provider undertakes to act professionally and with professional care in fulfilling its obligations under this Agreement.

The provider is obliged to refrain from any activity that would be contrary to the legal order of the Slovak Republic or contrary to good morals. The provider is also obliged to avoid any communication or action that would harm the goodwill, reputiation or good name of FitJam and/or its users.

When using the Application, the Provider is obliged to comply with the General Terms of Use of the FitJam Application, which are available at https://fitjam.app/influencer-terms-and-conditions.

OBLIGATIONS OF THE PROVIDER IN CONNECTION WITH THE CREATION OF RECORDINGS

The provider undertakes to create for FitJam audiovisual recordings (video recordings) and sound recordings (audio recordings), within which the Influencer will promote or present the Application. When creating the Recordings, the Provider undertakes to proceed with professional care in full compliance with applicable legal regulations, relevant ethical codes and relevant documents governing the conditions and rules for the use of social networks and other media. The parties can agree to expand the number of audio-visual recordings by means of an addendum to the Agreement.

The Provider undertakes to create Recordings in which the Influencer will personally act and to hand them over to the FitJam Company. The costs associated with the creation of the Part will be borne by the FitJam company, which will provide a cameraman and a sound engineer at its own expense.

The Provider undertakes to create the Recordings in the terms agreed upon in the Agrement and to hand them over to FitJam at the address of the FitJam headquarters or to the e-mail address of the FitJam contact person or another responsible person of the FitJam company.

If:

The Provider will not properly and timely market the Application and promote it on social networks and other communication channels, and will not perform the correction even within an additional period of seven (7) days after receiving FitJam's request for correction, or

The Provider shall terminate this Agreement before the expiration of 12 months or

this Agreement will end prematurely for reasons on the Provider's side

the Provider is obliged to compensate FitJam for the costs associated with the production of Parts, namely a lump sum of EUR 5,000 (five thousand euros), based on an invoice issued by FitJam due in 14 days.

ACCEPTANCE OF THE RECORDINGS

FitJam is entitled to do any or every test/check to control the fulfillment of the Providers’ obligations, whereas FitJam will exercise its reasonable efforts so as the performance of the control tests/checks does not hamper or delay contractual fulfillment.

The delivery of the Recordings in the electronic version to the Provider must be preceded by the approval of FitJam. Approval of the Recordings will take place through electronic communication or telephone communication between the Parties, respectively. as needed and agreed by the Parties. FitJam reserves the right to comment on the content of the Recordings. The provider is obliged to implement FitJam's comments and request without undue delay. FitJam will take over the Recordings only after taking into account and incorporating all of FitJam's comments and requets.

The Recordings shall be deemed to have been completed when they are completed without defects and incompleteness and handed over to FitJam.

In case the control realized by FitJam shows that the Services and/or Recordings provided by the Provider are inappropriate, FitJam has the right to refuse them. If FitJam does not accept the performance of the Provider, FitJam has the obligation to inform the Provider in writing about the detailed reasons within 30 business days, or any other term corresponding to the deadline agreed upon in the Ageement. In such a case, FitJam may, at its option, either reject Services or Recordings that do not comply with the acceptance or completion criteria and the Provider would therefore be asked to, upon FitJam’s written instruction, to re-perform such Service or Recordings or repair or replace such Recordings, without charge and in a timely manner. If the re-performance, repair or replacement is required by FitJam, the Provider begins to correct the errors of fulfillment promptly after receipt of the written complaints and completes such correction in the shortest expectable time.

RESPONSIBILITIES RELATED TO INFLUENCER MARKETING AND APP PROMOTION

The Provider shall through the Influencer, with the Infulencer´s personal participation, to carry out an influencer marketing of the Application and to promote it in order to obtain subscribers. For this purpose, the Provider undertakes to ensure that the Infuencer personally promotes the Application and the FitJam brand and its products or services on his social networks and other public communication channels, and at the same time uses the FitJam Application to present his/her unique approaches and Content in the field of sports, nutrition or lifestyle.

During the validity of this Agreement, the Provider undertakes to carry out influencer marketing of the Application and to promote the Application and direct potential users to the Web interface through which users will register in the Application.

The provider shall through, respectively with the personal participation of the Influencer, carry out the promotion of the Application in accordance with the Promotion Plan on social networks and other communication channels, which forms Appendix B of the Agreement.

The Provider undertakes that for the duration of the Agreement, as well as after its termination, without any time limit and regardless of the manner and reasons for its termination, it will not act contrary to the legitimate interests of FitJam. In particular, the Provider undertakes not to harm the good name and/or reputation of FitJam and/or its Applications, products, Services, projects, programs, actions and/or any other activities when providing the Services or Recordings or any other activity.

The provider may not promote competing applications, unless the parties agree otherwise in writing. A competitive application for the purposes of this T&Cs means fitness and wellness web or mobile applications or platforms. The Provider is obliged to ensure that the Influencer does not promote competitive applications, unless the parties agree otherwise in writing.

TERMINATION

The Agreement shall terminate:

a)by written agreement of the contracting parties on the agreed date

b)written notice

c)by withdrawing from the Agreement according to points C or D of this Article.

The Agreement can be terminated in writing at any time without giving a reason. The notice period is one (1) month and begins on the first day of the month following the delivery of written notice to the other Party.

FitJam has the right to withdraw from this Agreement if:

a)The Provider does not deliver the Recordings properly and on time;

b)The Provider materially breaches this Agreement

c)The Provider violates this Agreement and fails to remedy even within 10 days of FitJam's notice or if

d)a contradiction with any representations or warranties of the Provider according to Article 9 bellow is proven.

The Provider has the right to withdraw from this Agreement if:

a)FitJam materially breaches this Agreement or if

b)FitJam fails to pay the agreed Reward properly and on time and the delay exceeds 30 days.

Termination of the Agreement does not affect the rights from the granted License or the right to reward for the granting of the License or the claims for compensation for damages or the provisions of Article 8 of this Agreement.

REWARD AND PAYMENT

FitJam shall pay the Provider the Reward for the Services, recordings and License agreed in the Agreement.

All taxes of every nature and kind, including, without limitation, franchise, net or gross income, license, occupation, or property taxes, shall be the responsibility of the Provider, and FitJam shall have no obligation to the Provider therefore. The Provider shall report and pay, as an independent contractor, all the taxes applicable to amounts received from FitJam hereunder. Where required under law, FitJam will withhold taxes on amounts paid to the Provider.

REPRESENTATIONS AND WARRANTIES

The Provider represents, warrants and covenants that:

the Provider and Influencer are not restricted in any way, by agreement or otherwise from entering into the Agreement and performing the Services and creating Recordings,

its performance of this Agreement will comply, at its own expense, with the terms of any contract, obligation, law, regulation or ordinance to which it is or becomes subject,

the Recordings of the Provider and the Influencer and the Services will constitute original work of the Provider and/or Influencer, and will not infringe any copyright, trade secret, privacy, publicity, reputation, contract or other intellectual property, proprietary or personal rights of any person, and will be free of any liens, encumbrances or other claims,

In the event that the Provider's statements mentioned in point A prove to be untrue, the Provider is responsible for all damages and other asserted and alleged claims of third parties against FitJam from the title of infringement of copyright and other rights to the Recordings.

The Provider undertakes, at its own expense and responsibility, to settle all copyrights and copyright-related rights to the Recordings, performances and recordings that will be used in the production of the Recordings or in the provision of services under this Agreement, and at the same time to settle the subject rights to the Recordings so that the Provider, upon handing over the Recordings, is entitled to grant Fit Jam a License to the extent and in the manner agreed in the Agreement, and Fit Jam is entitled to take over the Recordings (without any other actions and/or financial costs) to use the Recordings based on such License.

The Provider undertakes to provide Fit Jam with a written statement from the Influencer and other persons that he has acquired from the Influencer, or any other authorized persons whose rights he is obliged to settle under this Agreement (e.g.: authors, editors, performing artists, record producers, etc.) consent (license in accordance with the relevant provisions of the Copyright Act) to use their Recordings, artistic performances and recordings for the production of Recordings, as well as consent to use the produced Recordings by Fit Jam, or by a third party deriving its authorization from the Fit Jam company, to the extent specified in this article of the Agreement, in accordance with the granted License. The Provider grants Fit Jam the licenses acquired in accordance with this clause. The remuneration for the provision of licenses is included in the remuneration agreed in the Agreement.

The Provider undertakes to indemnify Fit Jam in full for all possible legitimate and proven claims of the Influencer, authors, performing artists and other authorized persons who participated in the production of the Recordings or whose subject matter of protection was included in the Recordings due to infringement of their copyright and other rights to the Recordings.

CONFIDENTIAL INFORMATION

The Provider undertakes that for the term of the Agreement, as well as after its termination, without any time limit and regardless of the manner and reasons for its termination, he will maintain confidentiality about all facts that relate to the Agreement and/or that he learned on the basis of or in connection with the conclusion, implementation and/or termination of the Agreement, which FitJam has designated as confidential, the confidentiality of which results from their nature, content, purpose and/or the manner in which FitJam handles them or the provision or disclosure of which could threaten or damage the legitimate interests of FitJam and/or a third party. None of the facts according to the previous sentence (hereinafter referred to as "confidential information") may not be misused for the benefit of the Provider and/or Influencer or for the benefit of any third party. The Provider is obliged to handle all confidential information with professional care and to take all necessary measures in order to protect it from damage, misuse, leakage or unauthorized disclosure to third parties. In this context, the Provider undertakes, in particular, to keep confidential information secret and confidentiality, in particular will not provide, make available, disclose or allow the provision, disclosure or disclosure, directly or indirectly through a third party, in whole or in part, of any confidential information to any third party, will not misuse confidential information or any part of it for its own benefit or for the benefit of any third person, will use confidential information only for the purpose of cooperation between the Contracting Parties under this Agreement, will respect that confidential information remains the property of FitJam; by providing, making available or otherwise obtaining confidential information, no rights to this confidential information are transferred to the Provider, in particular rights related to trademarks, software, copyrights, other intellectual property rights, as well as any other protected interests or facts, unless the parties expressly agree otherwise. The Provider further undertakes that all confidential information as well as all carriers, copies, records and notes containing or otherwise relating to confidential information will be returned or provided to FitJam without undue delay after the end of the Agreement, unless the Parties expressly agree otherwise (e.g. that they will be destroyed by the Influencer, etc.).

The Provider is authorized to provide confidential information to the extent necessary to its employees, Influencers, authorized or authorized persons for the purpose of their participation in the fulfillment of the Agreement, creation of Recordings, provision of services, or other activities implemented as part of cooperation between the contracting parties. In such a case, the Provider is obliged to familiarize these employees, Influencers, authorized or authorized persons with the content of this Agreement, ensure their agreement with the content and with compliance with the obligation of confidentiality according to this Agreement, and at the request of Fit Jam, prove this agreement. In such cases, the provider is responsible for the protection of the provided confidential information as if he had processed this information himself.

It shall not be considered as a breach of confidentiality if the Provider is obliged to disclose confidential information on the basis of an obligation established by law. The Provider is obliged to notify the Provider immediately and, if possible, in advance, demonstrably, of the fact according to the previous sentence. The provider is responsible for all damages caused by breach of the obligation of confidentiality according to this provision of the Agreement.

In the event that the Provider demonstrably breaches any obligation under this article of the Agreement, Fit Jam shall be entitled to a contractual penalty in the amount of EUR 5,000 (five thousand EUR) for each such breach. The contractual penalty is payable within 14 days from the delivery of the notice of application of the contractual penalty to the Provider. The contractual penalty does not affect compensation for damage according to § 373 et seq. Commercial Code, even to the extent exceeding the amount of the contractual penalty.

LICENSE

The Provider grants FitJam an irrevocable, exclusive, worldwide time-unlimited transferrable License to use the Recordings. The Provider undertakes not to grant a third party permission to use the Parts for the purpose of promoting mobile or web applications that are competitive with the Application or have the same focus on content.

The Provider grants FitJam a License for all ways of using the author's work known at the time of the conclusion of this Agreement in the sense of § 19 par. 4 of the Copyright Act for the purpose of using them in the Application and/or for promoting the Application and/or obtaining subscribers and for other purposes at FitJam's sole discretion, including presenting the Recordings to the public through public transmission, copying, translating, adapting, modifying, editing, distributing, publishing and incorporating them into other Recordings, creating an original audiovisual work, adapting it to create an audiovisual work, inserting it into audiovisual work, processing or other use and subsequent insertion into the audiovisual work, both by FitJam personally and by persons authorized by it.

The Provider grants FitJam a License for the entire duration of copyright to the Recordings, both for the Recordings as a whole and for its individual parts.

The effects of granting a license to an individual Recording occur separately for each part of the Recording, at the moment of handing over and taking over the relevant Recording.

The Provider grants FitJam permission to grant third parties permission to use the Parts (hereinafter referred to as "Sublicense) A written form does not have to be followed when granting a Sublicense.

The Provider grants FitJam consent to transfer the License to a third party. FitJam is obliged to inform the Provider about the transfer of the License and the person of the transferee without unnecessary delay.

FitJam is not obliged to use the License. The Provider is not entitled to withdraw from the License due to non-use of the License.

The Provider declares that FitJam is not obliged to mark the Recordings with the name of the Influencer or the author every time the Recordings are used.

The provider declares and undertakes to ensure that:

as a producer of the Recordings, exercises all copyrights to the Recordings, including the exercise of property rights of authors to the Recordings;

The Recordings do not infringe any rights of third parties;

did not grant permission to a third party to use the Recordings;

has the right to grant a License to use the Recordings under this Agreement.

FitJam will be entitled to exercise worldwide on its behalf and on its account all the Provider’s proprietary rights pertaining to each Recording in particular to: (i) publish and make copies of the Recording and related documentation; (ii) publish, modify and create improved versions of the Recording; (iii) alter, merge, modify, adapt or translate the Recording; (iv) decompile, disassemble, or reverse engineer the Creation in whole or in part, if applicable; (v) perform the transfer from the Recording’s source code, if applicable; (v) use, copy, reproduce, write or develop any derivative creation or any other creation based upon all or any part of the Recording, if applicable; (vi) change, process and combine the Recording with other creations and use the Recording combined with other creations if applicable; (vii) lease and/or lend the Creation and the related documentation or copies thereof to any third persons; and (viii) sublicense any third persons with the rights to use the Recording in the extent determined by FitJam at its sole discretion.

The Provider shall (whether during or after the Term of the Agreement) execute such written instruments and do other such acts as may be necessary in the opinion of FitJam to obtain a rights in such Recordings.

This Agreement does not grant either Party the right to use the other Party’s or their affiliates’ trademarks, trade names or service marks.

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COMPLIANCE WITH LAWS

The Provider shall, at its own expense, comply with all laws, rules and regulations, and assume all liabilities or obligations imposed by such laws, rules and regulations, with respect to the Provider’s performance hereunder.

LIABILITY AND INDEMNITY

The Provider bears full responsibility for the Content. The Provider is responsible for the fact that the created Content does not violate copyright, the right to protect personality, trade secrets, or other intellectual property rights of third parties.

FitJam is not responsible for Content created by Influencers and/or Providers.

The Parties agree that the Provider shall be liable for the execution of the Services described in the Agreement and its actions or omissions and that FitJam shall have no liability to the Provider related to or arising out of the performance of Services or Recordings.

The Provider agrees to indemnify FitJam and its affiliates and their respective partners, directors, officers, employees, agents, and controlling persons (FitJam and each such person being an ”Indemnified Party“) from and against any and all losses, claims, including the third party claims, damages and liabilities, joint and several, to which such Indemnified Party may become subject under any applicable law in any jurisdiction, or otherwise, and related to or arising out of the Services or Recordings provided by the Provider directly or indirectly to FitJam,

SEVERABILITY

In the event any clause of the Agreement or this T&Cs is considered to be invalid, unlawful, non-enforceable or null and void, this will not result in the invalidity, unlawfulness, non-enforceability or nullity of the entire Agreement and/or T&Cs. In this case, the Parties are released from all rights and responsibilities ensuing from such a clause, but only in as far as this stipulation is invalid, non-enforceable or null and void. In this event, the Parties will use their best efforts to replace such a clause by a valid clause that has the nearest possible economic and legal significance, as the invalid, non-enforceable or null and void clause.

APPLICABLE LAW

The Agreement and this T&Cs shall be constructed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of Slovak Republic.

The Parties hereby agree to undertake their best efforts to settle all disputes arising from the Agreement or these T&Cs or which arise in connection with it principally by conciliatory means and in good faith while taking into consideration and applying principles of mutual cooperation as set out by the Agreement. The Parties further agree to submit any dispute or claim arising under or in connection with the Agreement, which is not settled amicably, to the jurisdiction of the Slovak court.

MODIFICATIONS

Except as expressly provided herein, no modifications to this Agreement shall be valid unless made in writing and signed by the duly authorized representative of FitJam and by the Provider, and neither the acquiescence in any performance at variance to the provisions of this Agreement nor the failure to exercise any right or enforce any obligation hereunder shall be deemed a modification of this Agreement.

FitJam reserves the right at any time to change or modify the internal settings of the Application, the General Terms and Conditions of Use of the FitJam Platform as well as these T&Cs of which the Provider will be informed in advance in order to adapt its promotion or Content.

DATA PROTECTION AND DATA RETENTION

The Provider may not use, disclose, or transfer across borders any information that may identify an individual (“Personal Data”) that is processed for FitJam, except to the extent necessary to perform the Services.

The Provider is obliged to ensure the consent of the Influencer to the processing of his Personal data contained in the Content created by him for the purposes of fulfilling this Agreement and using the License and Content.

The Provider shall comply with all applicable data privacy laws and regulations, it shall implement and maintain appropriate technical and organizational measures and other protections for the Personal Data.  The Provider shall immediately report to FitJam any breach of protection of Personal Data. The Provider shall comply with FitJam’s requests for access to, correction of, and destruction of Personal Data in Provider´s possession.

FitJam will Process the Personal Data provided by the Provider in accordance with applicable laws and professional regulations in various jurisdictions in which FitJam operates and thus FitJam is entitled to transfer Personal Data and other confidential information provided by the Provider, including transfers to another Providers, across country border (outside the territory of the European Union) providing that the legal obligations for such transfer are fulfilled and the technical, organizational and personal security measures are maintained on the same level as required by the applicable law.

MISCELLANEOUS

Provider is an independent contractor and the Agreement does not create an agency relationship between FitJam and the Provider or FitJam.

This T&Cs become valid and effective on 13.11.2025