BDR.AI, INC. Influencer Marketing Master Services Agreement (MSA)

This Agreement for Influencer Marketing Services is between Client ("Client") and BDR.ai, Inc. (BDR.ai) of 930 Utica Drive, Castle Rock, Colorado 80108 ("BDR.ai"). BDR.ai contracts with social media influencers (“Influencer”). The effective date of this Agreement is the date the agreement is signed, and this Agreement remains valid unless cancelled in writing by the BDR.ai or Client.

WHEREAS, BDR.ai has the capability and capacity to post media including photos and/or videos through an Influencer’s Social Media account (s); and

WHEREAS, BDR.ai desires to provide such services under the terms and conditions hereinafter set forth, and Client is willing to pay for such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BDR.ai and Client (hereinafter, collectively, the "Parties", or each, individually, a "Party") agree as follows:

Content

Services. BDR.ai will post content provided by the Client to various social media channel (s) of the Influencers we work with. Channel or Channels to be outlined in a separate “Work Order” for each project.

Schedule. BDR.ai will be expected to post content according to the schedule outlined by BDR.ai as outlined in the Work Order (s).

Approvals. Content will be subject to approval by BDR.ai and the Influencer. Client will submit content for approval before date of posting. BDR.ai or Influencer shall provide any changes, additions, or modifications to content immediately upon Client’s request and resubmit content.

Format. The Influencer will post both video and photo content. Photos and/or Videos will be provided by the Client or BDR.ai.

Guidelines. The content is subject to the following guidelines:

Influencer will not promote other products in the posts covered in the sponsored content for at least 30 days from post date.

Exclusive Rights. BDR.ai will have exclusive rights to any content created as a result of this Agreement. BDR.ai shall have the right to: (a) republish any content created or produced for Influencer in performing the Services in any medium throughout the world for up to 6 months and for no additional compensation, other than as expressly set out in this Agreement; and (b) edit, alter, translate, or otherwise modify such content in any way whatsoever, in BDR.ai’s sole discretion.

Work Product Ownership and Intellectual Property. BDR.ai owns and shall own all worldwide right, title, and interest in and to all written, graphic, digital, coded, photographs, audio, audio-visual materials, and any other work product or other materials (whether finished or unfinished and whether used by BDR.ai or not) that are delivered to BDR.ai under this Agreement or are prepared by or on behalf of Influencer in the course of performing the Services, including all Intellectual Property Rights (as defined below) therein, together with all of the goodwill associated therewith (collectively, the "Work Product"). Work Product shall include, without limitation (whether finished or unfinished and whether used by BDR.ai or not), all copy, posts, blogs, articles, documents, derivative works, videos, taglines, research, studies, reports, presentations and proposals, artwork, music, photographs, graphic materials, and audiovisual works. "Intellectual Property Rights" shall mean all copyrights, trademarks, trade dress, trade names, trade secrets, patents, industrial designs, and other intellectual and industrial property rights.

Influencer irrevocably assigns to BDR.ai all worldwide right, title, and interest in and to all Intellectual Property Rights Influencer has or may in the future in Work Product. To the extent permitted by law, Influencer irrevocably and unconditionally waives and agrees not to assert any and all so-called "moral rights" that Influencer has, or may in the future have, concerning the Intellectual Property. Upon BDR.ai’s request, Influencer will promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist BDR.ai to prosecute, register, perfect, or record its rights in or to any Work Product and the associated Intellectual Property Rights.

Payment

Payment Rate. Provided BDR.ai is in full compliance with its obligations hereunder, BDR.ai will be paid according to the terms of the Influencer Marketing Performance Agreement in exchange for the completion of services described in this Agreement. Client acknowledges that the agreed upon compensation represents BDR.ai’s entire compensation with respect to this Agreement, including, but not limited to, with respect to any Influencer Personnel, and BDR.ai shall have no other obligation for any other compensation other than for reasonable expenses incurred and substantiated by BDR.ai.

Invoicing. BDR.ai will be responsible for tracking payments owed by Client. BDR.ai will receive payment in accordance with the Influencer Marketing Performance Agreement.

Other

Force Majeure. In no event shall the parties be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including (but not limited to) accidents, acts of war or terrorism, natural catastrophes, pandemics, or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the parties shall use reasonable efforts which are consistent with accepted practices in the industry to resume performance as soon as practicable under the circumstances.

Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

The terms and conditions contained in this Agreement expressly exclude any of Influencer's general terms and conditions or any other document issued by Influencer in connection with this Agreement.

Signatories. This Agreement shall be signed by Client and by BDR.ai and is effective as of the date first above written. Influencer contracts are separately signed between BDR.ai and the Influencer.

Please Address Questions to: chad@bdr.ai

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the day and date shown in the signed Work Order/Order Form that references this agreement.

BDR.AI, INC.