CREATOR AGREEMENT

BETWEEN CREATIVIFY, LLC AND CREATOR.

THIS CREATOR AGREEMENT (this “Agreement”) is made and entered into as of the date on which the Creator submits their information and electronically executes this Agreement through the Growi platform at https://www.growi.io/grow (the “Effective Date”), by and between Creativify, LLC, a Delaware limited liability company (“Creativify” or the “Company”), and the individual or business entity whose information is submitted through the Growi onboarding form (the “Creator” or “Contractor”). The Company and the Creator may be referred to individually as a “Party” and collectively as the “Parties.”

All Creator information—including name, business entity (if applicable), email, address, and payment details—shall be provided directly through Growi and is incorporated into this Agreement by reference as if fully stated herein.

PURPOSE AND SCOPE. This Agreement governs the relationship between Creativify and the Creator for all revenue-generating activities conducted through brand partnerships, affiliate programs, Platform-based commissions (including TikTok Shop and MCN structures), and any related campaigns in which the Creator participates through the Growi platform. The purpose of this Agreement is to establish a unified, milestone-based framework for routing revenue, allocating commission splits, verifying performance, issuing payouts, and managing reconciliation. Under this Agreement, Creator compensation is earned solely through completed and verified deliverables in accordance with applicable Campaign Terms, while Creativify administers campaign operations, payment processing, compliance, accounting, tracking, and reporting.
CAMPAIGN TERMS. All campaign-specific terms—including compensation, revenue share percentages, commission structures, brand assignments, deliverables (if any), posting requirements, usage permissions, advertising authorizations, and payout procedures—will be made available to the Creator directly through the Growi platform (“Campaign Terms”). By accepting or participating in a campaign within Growi, the Creator agrees to the Campaign Terms displayed for that campaign, and those terms are incorporated into this Agreement by reference. If there is any conflict between this Agreement and the Campaign Terms, the Campaign Terms will control solely for that specific campaign, and this Agreement will govern in all other respects.
COMPENSATION PERCENTAGES. Creator’s total compensation for a campaign shall be allocated and earned solely in accordance with the following deliverable-based milestones, unless otherwise expressly stated in the applicable Campaign Terms displayed in Growi:
1. Thirty percent (30%) of total campaign compensation shall be earned and payable only after Creator successfully posts and completes two (2) approved deliverables in accordance with the campaign requirements;
2. Thirty percent (30%) of total campaign compensation shall be earned and payable only after Creator successfully posts and completes an additional one (1) approved deliverable (for a cumulative total of three (3) deliverables);
3. Forty percent (40%) of total campaign compensation shall be earned and payable only after Creator successfully posts and completes the final two (2) approved deliverables (for a cumulative total of thirty (5) deliverables).

No Partial Payment. No portion of any milestone payment shall be earned, vested, or payable unless and until the corresponding milestone is fully completed and verified. Partial completion of a milestone does not entitle Creator to any prorated or interim compensation.
Verification and Payout Timing. All deliverables and milestone completion shall be verified through Growi and applicable Platform data. Upon verification, payment shall be issued in accordance with the payout timing specified in the applicable Campaign Terms.
Campaign-Level Overrides. If a campaign specifies different deliverable quantities, milestone thresholds, or payment percentages in Growi, such Campaign Terms shall control for that specific campaign.

PAYMENT AND EARNED COMPENSATION.
1. Milestone-Based Accrual Only. Notwithstanding anything to the contrary in this Agreement, any Campaign Terms, or any prior course of dealing between the Parties, Creator compensation is earned solely upon the full and verified completion of the applicable deliverable milestone as defined in the Campaign Terms or payment schedule displayed in Growi.
2. No Upfront or Partial Accrual. Compensation does not accrue upfront, does not accrue continuously, and is not earned based on partial performance, time elapsed, intent to perform, or substantial performance. Posting fewer deliverables than required to complete a milestone does not entitle Creator to any payment, credit, or prorated compensation.
3. Condition Precedent to Payment. Completion and verification of each milestone constitutes a condition precedent to Creativify’s obligation to issue payment. Until such condition is satisfied, no amounts shall be deemed earned, payable, vested, or owed to Creator.
4. Override of Conflicting Terms. This Section supersedes and controls over any inconsistent language in this Agreement or in any prior or contemporaneous communication referencing upfront payments, advances, deposits, initial payments, or similar concepts. If Creator fails to complete a milestone for any reason (including cessation of posting, material delay, breach, or termination), any unpaid compensation associated with an incomplete milestone is forfeited and Creativify has no obligation to pay for partial performance.
REVENUE ROUTING AND PAYMENT STRUCTURE.
1. Revenue Routing. All revenue generated through any campaign in which the Creator participates through Growi shall be routed, deposited, or otherwise paid directly to Creativify, unless the applicable Campaign Terms displayed in Growi expressly specify a different payment pathway. Any Platform-level or brand-directed commission percentages shown within Growi operate solely as payment-routing mechanisms and do not alter the underlying Revenue Share or milestone-based compensation structure between the Parties.

Creator-Received Revenue. If, for any reason, Creator receives any portion of revenue directly—whether from a brand, Platform, affiliate network, agency, or other third party—Creator shall remit Creativify’s applicable share within three (3) business days of receipt and shall provide all documentation reasonably necessary to verify such revenue. Failure to remit amounts owed constitutes a material breach of this Agreement and subjects Creator to liquidated damages equal to two (2) times the amount owed, in addition to any other remedies available under applicable law.
Application of Campaign Terms. Commission percentages, Platform rates, brand assignments, deliverable requirements, milestone thresholds, payout structures, and other compensation-related terms for a specific campaign shall be defined exclusively in the Campaign Terms displayed within Growi. Campaign Terms may vary across brands or Platforms and shall apply only to the applicable campaign.
Reconciliation and Disbursement. Creativify shall calculate the Creator’s Revenue Share for each campaign through periodic reconciliation based on Platform data and Growi reporting. After applying any Platform-level deductions or adjustments, Creativify shall remit payment only for compensation earned through fully completed and verified deliverable milestones, in accordance with the applicable Campaign Terms. No reconciliation or payment obligation shall arise with respect to incomplete or unverified milestones.
Variations Across Campaigns. Creator acknowledges that revenue routing methods, commission percentages, Platform fees, milestone structures, and payout timing may vary across campaigns. All such variations shall be reflected in the applicable Campaign Terms and shall apply exclusively to the relevant campaign.
No Modification Outside Growi. No change to commission percentages, milestone thresholds, payout timing, revenue routing, or any financial structure shall be binding unless expressly reflected in the applicable Campaign Terms displayed in Growi. Informal communications or agreements outside of Growi shall not amend or override this Agreement.

TERM AND TERMINATION.
1. Term. This Agreement begins on the Effective Date and continues until terminated by either Party in accordance with this Section.
2. Termination for Convenience. Either Party may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice. Termination of this Agreement does not relieve either Party of any obligations that accrued prior to the effective termination date; provided, however, that Creator compensation shall be deemed accrued only upon full completion and verification of a deliverable milestone.
3. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice; (b) engages in fraud, misconduct, or unlawful behavior that materially impacts the other Party or any campaign; or (c) becomes insolvent, files for bankruptcy, or ceases business operations.
4. Campaign Participation After Termination. Termination of this Agreement automatically terminates the Creator’s ability to participate in new campaigns through Growi. However, Creativify will continue to process revenue and payouts for any campaigns the Creator participated in prior to termination, based on the applicable Campaign Terms.
5. Post-Termination Revenue. Creativify shall retain its Revenue Share for: (a) all sales, commissions, or revenue arising from campaigns the Creator participated in before termination; (b) any attribution windows, affiliate tracking periods, or Platform-based commission periods that remain active after termination; and (c) any payments received after termination that relate to transactions occurring during the Creator’s active participation in a campaign. The Creator will continue to receive their portion of such revenue in accordance with the applicable Campaign Terms.
6. Effect of Termination. Upon termination of this Agreement, all provisions that by their nature should survive shall survive, including confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and governing law, and Creativify shall complete a final reconciliation and issue payment only for compensation earned through fully completed and verified deliverable milestones in accordance with this Agreement and the applicable Campaign Terms within thirty (30) days after receiving all necessary Platform or brand data, with no payment owed for partially completed or unverified milestones.
TAXES. The Creator is solely responsible for all federal, state, and local taxes related to the amounts they receive from Creativify, including income and self-employment taxes. Creativify will not withhold or pay taxes on the Creator’s behalf unless required by law. Creativify may issue tax forms or reporting documents as needed, and the Creator agrees to provide accurate tax information upon request. Routing revenue to Creativify does not create tax liability for the Creator on amounts retained by Creativify; the Creator is responsible only for taxes on payments actually made to them. Nothing in this Agreement creates an employer–employee relationship between the Parties.
INDEPENDENT CONTRACTOR RELATIONSHIP. The Creator is an independent contractor and not an employee, agent, partner, or representative of Creativify. The Creator has no authority to bind or act on behalf of Creativify. The Creator is solely responsible for all taxes, filings, and insurance related to the payments they receive, and Creativify will not provide employee benefits or withhold taxes. If required by law, Creativify may issue the Creator a Form 1099 or other tax documents. Creativify is not responsible for any injuries, damages, or claims arising from the Creator’s performance of services.
INTELLECTUAL PROPERTY RIGHTS AND ASSIGNMENT. All content, creative materials, deliverables, or other work the Creator produces for any campaign in Growi (“Work Product”) is owned exclusively by Creativify. To the fullest extent permitted by law, the Work Product is considered “work made for hire.” If any Work Product does not qualify as work made for hire, the Creator irrevocably assigns all rights, title, and interest in the Work Product to Creativify, including all copyrights and usage rights, and waives any moral rights. Creativify may use, modify, reproduce, distribute, sublicense, or license the Work Product to any brand or partner for any commercial purpose, including paid media, Spark Ads, and whitelisting. No additional payment is owed to the Creator beyond the compensation defined in the applicable Campaign Terms within Growi. The Creator may not use, distribute, or license the Work Product without Creativify’s written permission. The Creator agrees to sign any documents reasonably needed to confirm or enforce Creativify’s ownership rights. These obligations survive termination of this Agreement.
REPRESENTATIONS AND WARRANTIES. The Creator represents and warrants that they have the full authority to enter into this Agreement, that doing so does not violate any other agreement, and that all Work Product they create is original, does not infringe on any third-party rights, and can be assigned to Creativify as described in this Agreement. The Creator also agrees to perform all services professionally and in compliance with all applicable laws, Platform rules, disclosure requirements, and brand guidelines, and to keep all information they provide to Creativify accurate and up to date. Creativify represents and warrants that it is duly organized, authorized to enter into this Agreement, and legally able to fulfill its obligations hereunder.
CONFIDENTIALITY AND NON-DISCLOSURE. The Creator shall keep all non-public, proprietary, or confidential information obtained in connection with this Agreement (“Confidential Information”) strictly confidential and shall not use or disclose such information except as necessary to perform obligations under this Agreement. The Creator shall take reasonable measures to protect the confidentiality of such information, and these obligations shall survive the termination or expiration of this Agreement. Confidentiality obligations do not apply to information that: (i) becomes public through no fault of the Creator; (ii) was lawfully in the Creator’s possession prior to disclosure; or (iii) is required to be disclosed by law, provided the Creator gives prompt notice to Creativify and cooperates in limiting the scope of such disclosure. Any breach of this Section constitutes a material breach of this Agreement.
RESTRICTIVE COVENANTS.
1. Non-Circumvention. During the term of this Agreement and for one (1) year after its termination, the Creator shall not, directly or indirectly, bypass or attempt to bypass Creativify by engaging in business with any brand, agency, partner, Platform contact, or other opportunity introduced to the Creator by Creativify or through any campaign in Growi. This includes contacting or negotiating with such parties in a way that avoids, reduces, or eliminates Creativify’s Revenue Share or participation. The Creator shall not use Confidential Information or performance data obtained through Creativify to solicit or pursue opportunities that interfere with Creativify’s business relationships.
2. Non-Disparagement. During the term of this Agreement and at all times thereafter, the Creator shall not make or publish any statement—verbal, written, online, or otherwise—that is false, defamatory, derogatory, or reasonably likely to harm Creativify or its owners, employees, clients, brand partners, or affiliates. This does not restrict truthful statements required by law, provided the Creator gives Creativify prompt notice and cooperates to limit the scope of such disclosure.
3. Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, the Creator shall not, without Creativify’s written consent, directly or indirectly solicit, induce, or attempt to induce any brand, client, creator, influencer, contractor, or vendor who works with Creativify—or who was introduced to the Creator through any campaign in Growi—to reduce, alter, or terminate their relationship with Creativify, or to work with the Creator independently in a manner that bypasses Creativify.
4. Acknowledgment and Remedies. The Creator acknowledges that these restrictions are reasonable, narrowly tailored, and necessary to protect Creativify’s legitimate business interests, including its brand relationships, creator network, proprietary processes, and revenue model. The Creator agrees that any breach of this Section would cause irreparable harm to Creativify for which monetary damages alone would be inadequate. Accordingly, Creativify shall be entitled to seek injunctive relief, equitable remedies, and recovery of reasonable attorneys’ fees, in addition to any other remedies available at law or in equity.
5. Liquidated Damages. If the Creator breaches any covenant in this Section, the Creator shall be liable for liquidated damages equal to the greater of: (i) two (2) times the total Revenue Share paid to the Creator during the six (6) months preceding the breach; or (ii) the highest amount permitted under applicable law. The Parties agree that such amount is a reasonable estimation of damages and not a penalty.
6. Duration and Survival. The obligations in this Section shall survive termination or expiration of this Agreement for one (1) year, and with respect to trade secrets or confidential information, for so long as such information remains protectable under applicable law.
NO GUARANTEES. Creativify does not guarantee any specific revenue, commission percentage, sales volume, or financial outcome. Any projections or estimates provided by Creativify are illustrative only and are not binding. Creativify does not owe the Creator any fiduciary duty or special obligation beyond the Revenue Share and administrative responsibilities stated in this Agreement and the Campaign Terms displayed in Growi. The Creator acknowledges that Creativify may also work directly with brands, agencies, or partners involved in campaigns, and such work does not create a conflict of interest or impose any additional duties on Creativify.
INDEMNIFICATION. Each Party shall indemnify, defend, and hold harmless the other Party—and its officers, directors, employees, agents, and affiliates—from any losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of the indemnifying Party’s breach of this Agreement, violation of law, or willful misconduct. The Parties acknowledge that monetary damages may be insufficient to remedy a breach of this Agreement. Therefore, the non-breaching Party is entitled to seek injunctive relief, specific performance, or other equitable remedies without needing to prove special damages or post bond, in addition to any other rights or remedies available at law or in equity.
LIMITATION OF LIABILITY. To the maximum extent permitted by law, Creativify’s total cumulative liability arising out of or relating to this Agreement shall not exceed the total compensation paid to the Creator during the three (3) months immediately preceding the event giving rise to the claim. Creativify, its officers, directors, employees, agents, and affiliates shall not be liable for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind—including lost profits, loss of business, data loss, or business interruption—whether or not such damages were foreseeable. Nothing in this Section limits Creativify’s right to seek equitable relief or damages arising from the Creator’s breach of confidentiality, intellectual property obligations, or the restrictive covenants in this Agreement.
MISCELLANEOUS.
1. Severability. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. If limiting a provision would make it enforceable, it will be enforced to the maximum extent permitted.
2. Amendment. This Agreement may not be amended or modified except in writing, signed by both Parties.
3. Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
4. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email with confirmation of receipt, by certified mail, or by nationally recognized courier to the Parties at the addresses or email addresses on file unless updated in writing.
5. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, and assigns. However, this Agreement is personal to the Contractor, and the Contractor shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company.
6. Further Assurances. Each Party agrees to execute and deliver any additional documents reasonably necessary to carry out the purpose and intent of this Agreement.
7. Force Majeure. Neither Party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, or power or internet failures.
8. Entire Agreement. This Agreement, including the attached Non-Disclosure Agreement, constitutes the entire agreement between the Company and the Contractor regarding the subject matter herein. It supersedes all prior communications, representations, or agreements, whether oral or written, between the Parties.
9. No Authority to Bind. The Contractor has no authority to bind the Company to any agreement, incur obligations, negotiate on behalf of the Company, or represent the Company in any capacity unless expressly authorized in writing.
10. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and PDF copies shall have the same legal effect as originals.
GOVERNING LAW. This Agreement is governed by the laws of the State of Florida. Any dispute arising out of or relating to this Agreement shall first be subject to good-faith mediation. If unresolved, the dispute shall be submitted to final and binding arbitration administered by JAMS under its Comprehensive Rules. Mediation and arbitration shall take place in Miami, Florida before a single neutral mediator or arbitrator. Each Party shall bear its own costs and attorneys’ fees, except that the prevailing Party in arbitration or any enforcement action may recover reasonable attorneys’ fees and costs. The Parties agree that all proceedings—including mediation, arbitration, and enforcement—shall occur exclusively in Miami, Florida. Each Party consents to the jurisdiction of Florida courts for the sole purpose of enforcing any arbitral award and waives objections to venue or jurisdiction.

IN WITNESS WHEREOF, the Parties have executed this Creator Agreement as of the Effective Date.

CREATIVIFY, LLC

CREATOR

By:

By:

Printed Name:

Printed Name:

Title:

Title:

Date:

Date:

Goli Nutrition