Savva Creators — Influencer Agreement

Version 2026-06-29 · Effective June 29, 2026

This Influencer Agreement (the “Agreement”) is a binding agreement between Vircode, Inc., a Delaware corporation with an address at 4581 Weston Rd, PMB #141, Weston, FL 33331, United States (“Vircode,” “Savva,” “we,” or “us”), and you, the individual creator who accepts this Agreement (“Creator,” “you,” or “your”). By accepting your invitation and signing in to the Savva Creators platform at creator.savva.ai (the “Platform”), and by accepting any Job, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

1. The Platform and Jobs

The Platform lets us offer you paid content engagements (each, a “Job”). Each Job is presented to you on the Platform and sets out its specific terms, including the number of videos, the total payout, the payout schedule (one or more payment milestones), the planned posting dates, and a description of the work (collectively, the “Job Terms”). You are under no obligation to accept any Job. When you accept a Job on the Platform, the corresponding Job Terms are incorporated into and governed by this Agreement for that engagement. In the case of a conflict between a Job’s Job Terms and the main body of this Agreement, the main body of this Agreement controls except where the Job Terms expressly state that they replace a specific provision for that Job only.

2. Services

For each Job you accept, you will create, post, and submit the agreed videos (the “Content”) in accordance with the applicable Job Terms and any reasonable guidelines we provide. You will submit each video’s link and posting time on the Platform. We may review submitted Content and either approve it or request changes through the Platform; you agree to address reasonable feedback to bring the Content into conformance with the Job Terms. You will perform in a timely, professional, and workmanlike manner consistent with generally accepted standards for content of this kind.

3. Payment

Your compensation is determined solely by the Job Terms of the Jobs you accept. Each Job specifies a total payout and a payout schedule made up of one or more milestones (for example, an amount on acceptance, after a given video is approved, or after all videos are approved). A milestone becomes payable when its condition, as described in the Job Terms, is met. Except as expressly set out in an accepted Job, no other fees, expenses, or compensation are owed to you, and you are solely responsible for all costs and expenses you incur in performing a Job.

Payouts are processed through a third-party payment provider, and you may be required to complete that provider’s onboarding and compliance steps before being paid. You are responsible for providing accurate payment and contact information. Amounts are stated and paid in U.S. dollars unless a Job states otherwise.

4. Independent Contractor Status

In performing under this Agreement, you are acting as an independent contractor to Vircode. You are not an employee, agent, partner, or joint venturer of Vircode, and you assume full responsibility for your acts and omissions. You do not have the authority to, and may not, bind Vircode to any obligation to any third party. You are solely responsible for the manner and means by which you create the Content, subject only to the Job Terms. You are not entitled to any of the benefits that Vircode may provide to its employees, including health, disability, or retirement benefits, paid leave, or similar benefits. Vircode will not be responsible for the payment or withholding of workers’ compensation, disability benefits, unemployment insurance, employment taxes, or any other comparable obligations imposed by applicable law (the “Creator Obligations”), and you will indemnify and hold Vircode harmless against any liability or expense associated with the Creator Obligations.

5. Taxes

You are solely responsible for the payment of any and all taxes imposed on the amounts you receive under this Agreement, including all income and self-employment taxes. You will receive a U.S. tax information form (such as a Form 1099) where required by law, and you agree to provide a completed Form W-9 (or applicable equivalent) on request. Vircode will not withhold any taxes from your payouts.

6. Relationship of the Parties

Nothing in this Agreement will be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Neither party has the power or right to bind or obligate the other, nor will either hold itself out as having such authority, except as expressly provided in this Agreement. This Agreement is not an exclusive arrangement, and nothing prevents either party from engaging with others.

7. Content Rights and License

You retain ownership of the Content you create. For each Job, you grant Vircode and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable license to use, host, reproduce, display, distribute, and repurpose the Content and your name, handles, and likeness as they appear in the Content for marketing and promotional purposes in connection with the brands and campaigns covered by the Job. This license survives completion of the Job for the Content delivered under it. You represent that you have, and grant Vircode, good and clear title to the Content free of liens or third-party claims that would impair this license.

8. Your Representations and Warranties

You represent, warrant, and covenant that:

9. Advertising, Endorsements, and Content Standards

Because the Content is sponsored, paid promotional material, you are responsible for complying with all laws and regulations that govern endorsements and advertising, including the rules of the U.S. Federal Trade Commission (the “FTC”) and, where applicable, the U.S. Food and Drug Administration (the “FDA”). You specifically agree that:

You acknowledge that you, as the person making the endorsement, may be independently liable under the FTC Act and other laws for false or unsubstantiated statements or for failing to disclose a material connection. You will indemnify Vircode for any liability arising from your breach of this Section as provided in Section 11.

10. Confidentiality

You will keep confidential any non-public information we or a brand share with you in connection with a Job (including campaign briefs, unreleased products, pricing, and payment terms) (“Confidential Information”), use it only to perform the Job, and not disclose it to others, until we make it public. Confidential Information does not include information that is or becomes public through no fault of yours, that you already lawfully knew, or that you rightfully receive from a third party without restriction. You will promptly notify us of any unauthorized disclosure. This Section survives the completion of any Job and the termination of this Agreement.

11. Indemnification

You will defend, indemnify, and hold harmless Vircode and its affiliates, and their respective officers, directors, employees, and agents (the “Indemnified Parties”), from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and the costs of investigation and defense) arising from or relating to any claim, suit, or proceeding that alleges, relates to, or results from: (a) your negligent, reckless, or willful act or omission; (b) your breach of any representation, warranty, or covenant in this Agreement (including Section 9); (c) your violation of any applicable law, regulation, or platform policy; or (d) any claim that the Content, or our use of it as permitted by this Agreement, infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party. Vircode will give you prompt notice of any such claim and reasonably cooperate in the defense; you will not settle any claim in a way that admits fault by, imposes any obligation on, or diminishes the rights of any Indemnified Party without that party’s prior written consent.

12. Disclaimer of Warranties

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VIRCODE MAKES NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, OR USAGE OF TRADE. VIRCODE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY PARTICULAR VOLUME OF JOBS OR EARNINGS WILL BE AVAILABLE TO YOU.

13. Limitation of Liability

To the fullest extent permitted by law, the Indemnified Parties will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits or revenues, arising out of or relating to this Agreement or the Platform, even if advised of the possibility of such damages. Vircode’s total aggregate liability under this Agreement will not exceed the amounts payable to you under the Job giving rise to the claim.

14. Term and Termination

This Agreement applies for as long as you have access to the Platform. Either party may terminate this Agreement at any time and for any reason on written notice (which, for us, may include disabling your Platform access). We may also suspend or terminate your access immediately if you breach this Agreement. Termination does not affect the parties’ rights and obligations for Jobs already accepted, including your right to payment for milestones properly earned before termination and the licenses granted for Content already delivered. Sections that by their nature should survive termination — including Sections 5, 7, 8, 9, 10, 11, 12, 13, 15, 16, and 17 — survive.

15. Non-Disparagement and Publicity

You agree not to make any public statement that is intended to, or reasonably would, disparage or negatively portray Vircode, the brands you work with through a Job, or their respective products or services. Nothing in this Section prevents you from making truthful statements required by law or from communicating with a government agency. Except for the Content and disclosures required by a Job, you will not use Vircode’s or a brand’s name, logo, or trademarks in your own advertising or public communications without our prior written permission.

16. Dispute Resolution; Governing Law; Forum

This Agreement, and any dispute arising out of or relating to it, is governed by the laws of the State of Florida and the United States of America, without regard to conflict-of-laws principles. Before filing any legal action, the parties will first attempt in good faith to resolve any dispute through informal negotiation for at least thirty (30) days after written notice of the dispute. If the dispute is not resolved, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in the State of Florida, and you waive any objection based on improper venue or inconvenient forum.

17. General Provisions

17.1 Entire Agreement; Amendments

This Agreement, together with the Job Terms of each Job you accept, is the entire agreement between you and Vircode regarding its subject matter and supersedes all prior agreements and understandings. Except for changes made under Section 18, this Agreement may be amended only by a writing agreed to by both parties.

17.2 Assignment

You may not assign or transfer this Agreement or any Job without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.

17.3 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, outages, or platform or government actions.

17.4 Severability; Waiver

If any provision of this Agreement is found unenforceable, it will be limited or severed to the minimum extent necessary, and the remainder will stay in effect. A party’s failure to enforce a provision is not a waiver, and no waiver is effective unless in writing.

17.5 Notices

We may give you notices through the Platform or by email to the address associated with your account. You may send notices to us at [email protected].

17.6 No Third-Party Beneficiaries

Except for the Indemnified Parties and Vircode’s affiliates, there are no third-party beneficiaries to this Agreement.

17.7 Electronic Acceptance

You may accept this Agreement and each Job electronically, and you agree that your electronic acceptance (including checking a box and clicking to accept) has the same legal effect as a handwritten signature. You will not contest the validity or enforceability of this Agreement because it was accepted in electronic form.

18. Changes to this Agreement

We may update this Agreement from time to time. If we make a material change, we will update the version and effective date above, and we will require you to re-accept the updated Agreement before you accept your next Job. Your acceptance of a Job after an update means you accept the updated Agreement.

19. Contact

Questions about this Agreement can be sent to [email protected], or by mail to Vircode, Inc., 4581 Weston Rd, PMB #141, Weston, FL 33331, United States.