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Live Play Bingo Promotional Agreement

This promotional agreement (“Agreement”) is entered into by and between Live Play Mobile Inc., a Delaware corporation (“Live Play Mobile”) and (“Bingo Hall”) (collectively, the “Parties,” and, each, a “Party”) as of the date it is executed by both Parties below (“Effective Date”).

 

1 Term. 


This Agreement will be effective for an initial term of three months from the Effective Date (“Initial Term”), after which it may be renewed for successive three-month periods or other periods of time by mutual agreement of the Parties (“Term”), until terminated by either Party in accordance with Section 14 below

2 Promotional Activities.


During the Term, Bingo Hall agrees to engage in promotional activities online and on the premises of the bingo hall in accordance with the terms of Exhibit A hereto (the “Activities”). The Activities shall adhere to the specifications and instructions outlined in Exhibit A and any additional guidelines and policies that may be instituted and provided by Live Play Mobile to Bingo Hall from time to time during the Term.

 

3 Monitoring and Feedback.

 

Bingo Hall acknowledges and agrees that Live Play Mobile may monitor Bingo Hall’s performance of the Activities for compliance with this Agreement, and that Live Play Mobile may address any noncompliance by any or all of the following methods[LF1] : (a) requesting immediate correction of the Activities; (b) withholding payment of Fees (as defined below); and/or (c) terminating the Agreement.

 

4 Ownership of Intellectual Property.

Bingo Hall acknowledges and agrees the Live Play Mobile’s trademarks and other intellectual property are the sole and exclusive property of Live Play Mobile, and that Bingo Hall shall not acquire any right or ownership interest in or to Live Play Mobile’s trademarks or any other of Live Play Mobile’s Intellectual Property Rights under this Agreement, except for the right to use the trademarks as expressly provided in section 6 below. For purposes of this Agreement, “Intellectual Property Rights” means all intellectual property rights, including but not limited to: (a) patents, patent applications, inventions, and trade secrets; (b) trademarks, service marks, trade dress, logos, trade or brand names, and domain names; (c) works of authorship, expressions, and designs, whether or not copyrightable, including copyrights and copyrightable works, software, and firmware; and (d) all other intellectual property rights under the laws of any jurisdiction in any part of the world.

5 Live Play Bingo Trademark License Grant.

Live Play Mobile hereby grants to Bingo Hall the non-exclusive, non-transferable, non-sublicensable right to use the Live Play Bingo trademarks in connection with the Activities in accordance with the terms and conditions of this Agreement. Other than the express licenses granted by this Section 6, Live Play Mobile grants no right or license to Bingo Hall, by implication, estoppel, or otherwise, to any Intellectual Property Rights of Live Play Mobile or its affiliates. Bingo Hall shall immediately notify Live Play Mobile of any actual or alleged infringement of the trademarks of which Bingo Hall becomes aware. On expiration or termination of this Agreement, Bingo Hall’s rights under this Section 6 cease immediately and Bingo Hall shall immediately discontinue all use of the trademarks and remove all trademarks belonging to Live Play Mobile, and materials containing such trademarks, from Bingo Hall’s websites, social media sites, apps, and premises.

6 Use of Bingo Hall’s Name, Likeness, and Information.

 

Bingo Hall hereby grants to Live Play Mobile the perpetual, worldwide right to use Bingo Hall’s name, image, likeness, and business information (including information Bingo Hall provides to Live Play Mobile and any other information about Bingo Hall that is publicly available) in any and all media and by any and all technologies and means of delivery now or hereafter known or devised in connection with this Agreement, to promote the business relationship between Live Play Mobile and Bingo Hall, without further consent from, or any payment or other compensation to, Bingo Hall.

 

7 Payment of Promotional Fees.

 

Live Play Mobile will compensate Bingo Hall for performance of the Activities as described in Exhibit A hereto (the “Fees”). Invoices must be submitted to ap@liveplaymobile.com at the start of each month for coupons redeemed by users of Live Play Bingo in the previous month, and Live Play Mobile will process payment of the Fees via Bill.com within 7 days following receipt of each invoice[LF2] . The Parties agree to collaborate to develop and transition to a new payment process in a timely manner.

8 Confidential Information.

 

 From time to time during the Term, either Party (as “Disclosing Party”) may disclose or make available to the other Party (as “Recipient”) information about its business affairs, finances, products, services, operations, processes, plans, confidential Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information excludes information that at the time of disclosure is or becomes generally available to the public other than as a result of any breach of this Section 9 by Bingo Hall or any of its Representatives (defined below), or, as established by Bingo Hall’s records, is obtained by Bingo Hall or its Representatives on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information.

 

9 Protection of Confidential Information.

Recipient shall protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. Recipient shall not use Disclosing Party’s Confidential Information for any purpose other than to perform its obligations hereunder and shall not disclose Disclosing Party’s Confidential Information to any individual or entity at any time during the Term or thereafter. Notwithstanding the foregoing, Recipient may disclose Disclosing Party’s Confidential Information: (a) to Recipient’s and its affiliates' employees, officers, directors, shareholders, partners, managers, attorneys, accountants, and financial advisors (“Representatives”) who have a need to know the Confidential Information for Recipient to perform its obligations hereunder, and (b) as may be required by law, a court of competent jurisdiction, or any governmental authority if Recipient provides Disclosing Party prompt notice of such requirement. Recipient will be responsible for any breach of this Section 10 caused by its Representatives. On the expiration or termination of this Agreement, Recipient shall promptly return to Disclosing Party all copies, whether in written, electronic, or other form or media, of Disclosing Party’s Confidential Information or destroy all such copies and certify in writing to Disclosing Party that it has complied with the requirements of this Section 10. In addition to all other remedies available at law, Disclosing Party shall be entitled to seek injunctive relief for any violation or threatened violation of this Section 10.

 

10 Compliance with Laws and Policies.

 

Bingo Hall shall at all times comply with all laws applicable to the operation of its business, the Activities, this Agreement, and its performance hereunder. Bingo Hall shall also comply with Live Play Mobile’s specifications, instructions, guidelines, and policies, as they may be updated from time to time by Live Play Mobile in its sole discretion.

 

11 Representations and Warranties.

 

Bingo Hall represents and warrants to Live Play Mobile that:

 (a) It is an entity duly organized, validly existing, and in good standing in the jurisdiction of its organization and has the full right, power, and authority to enter into this Agreement and to perform its obligations under this Agreement;

​ (b) The execution of this Agreement by the individual whose signature is set out below and the delivery of this   Agreement by it have been duly authorized by all necessary corporate actions;

 

(c) When duly executed and delivered by each Party hereto, this Agreement constitutes a legal, valid, and binding obligation on Bingo Hall, enforceable in accordance with its terms; and

(d) The execution, delivery, and performance of this Agreement does not conflict with any of its contractual obligations or violate any applicable law.

 

Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.

 

12 Bingo Hall Indemnification.

 

Subject to the terms and conditions of this Agreement, Bingo Hall shall indemnify, defend, and hold harmless Live Play Mobile and its parent, officers, directors, managers, shareholders, employees, agents, affiliates, successors, and permitted assigns (collectively, “Live Play Mobile Indemnified Party”) from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers (collectively, “Losses”) incurred by Live Play Mobile Indemnified Party arising out of or relating to any claim of a third party relating to or alleging:

(a) A breach or non-fulfillment of any representation, warranty, or covenant under this Agreement by Bingo Hall;

(b) Any bodily injury, death, or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Bingo Hall;

(c) Any failure by Bingo Hall to comply with any applicable laws; or

(d) Any negligent or more culpable act or omission of Bingo Hall (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

13  Termination.

 

This Agreement may be terminated for any reason or no reason upon 90 days’ written notice to the other Party, or immediately upon written notice by:

(a) Either Party if the other Party is in material breach of any representation, warranty, or covenant under this Agreement (other than for a late payment of Fees) and either the breach cannot be cured or, if the breach can be cured, it is not cured within 30 days following that Party’s receipt of notice of such breach;

(b) Either Party if the other Party becomes insolvent, files for bankruptcy, makes a general assignment for the benefit of its creditors, applies for the appointment of a trustee, receiver, or custodian for a substantial part of its property, or is generally unable to pay its debts as they become due;

(c) Live Play Mobile if Bingo Hall commits or is alleged to commit any criminal act or other act involving moral turpitude relating to the Activities or becomes involved in any situation or occurrence that brings Bingo Hall into public disrepute, contempt, scandal, or ridicule, or which may reflect unfavorably upon Live Play Mobile or reduces the commercial value of Live Play Mobile’s association with Bingo Hall; or

 

(d) Live Play Mobile if Bingo Hall fails to observe or perform any term, covenant, or condition under any guidelines or policies set forth by Live Play Mobile and the non-compliance continues beyond any grace period set forth in the other exhibit, document, or agreement for remedying the non-compliance.

14  Relationship of the Parties.

 

The Parties to this Agreement are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, create a joint venture, partnership, or agency or employment relationship between the Parties. Neither Party, by virtue of this Agreement, has any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.

15 Entire Agreement.

 

This Agreement, including any related exhibits, schedules, and attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, and representations, both written and oral.

16 Notices.

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and addressed to the other Party at its address set out below (or to any other address that the receiving Party may designate from time to time in accordance with this Section).

                                                    Notice to Live Play Mobile :   9696 Culver Blvd

                                                                                                         Culver City, CA 90232

                                                                                                          Suite 201

                                                                                                          Influencers@liveplaymobile.com

                                                                                                          Attention: Stuart Lewis-Smith

                                                   Notice to Bingo Hal l:             [BINGO HALL ADDRESS]

                                                                                                        [Email: [EMAIL ADDRESS]]

                                                                                                         Attention: [TITLE OF OFFICER TO RECEIVE NOTICES]

 

17 Severability.

 

If any term or provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement.

 

18 Assignment.

 

Bingo Hall may not assign any of its rights or delegate or subcontract any of its obligations under this Agreement without the prior written consent of Live Play Mobile. Live Play Mobile may assign any of its rights or delegate any of its obligations under this Agreement to any affiliate or successor by consolidation, merger, or operation of law or any individual or entity acquiring all or substantially all of Live Play Mobile’s assets, without Bingo Hall’s consent.

 

19 Choice of Law; Forum Selection.

 

This Agreement, for all purposes, shall be construed in accordance with the laws of the state of California without regard to conflicts-of-law principles. Any action or proceeding by either Party to enforce this Agreement shall be brought only in any state or federal court located in Los Angeles County, California. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.

20 Dispute Resolution.

In the event of a dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a “Dispute”), the Party seeking to settle the Dispute shall deliver notice (each, a “Dispute Notice”) of the Dispute to the other Party in accordance with Section 17 of this Agreement. The Parties shall negotiate in good faith to resolve the Dispute between Live Play Mobile’s CEO and Bingo Hall’s Executive(s). If the Parties are unable to resolve any Dispute within 30 days after the applicable Dispute Notice’s delivery, either Party may file suit in a court of competent jurisdiction in accordance with the provisions of this Agreement.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the later of the date(s) indicated below by their duly authorized representatives.

4/30/2024

 

Influencer Name

Influencer Address

              Re: Live Play Bingo Influencer Program

Dear Influencer Name aka @Influencer Handler: 

Thank you for agreeing to participate in the Live Play Bingo Influencer Program campaign (the “Campaign”). We are looking forward to working with you. This letter (the “Agreement”) sets out the agreement between Live Play Mobile Inc., a Delaware corporation (“Live Play Mobile” or “we” or “us”) and you (“you” or Influencer”) for your participation in the Campaign.

1 Term; Exclusivity.  This Agreement is effective from the date of this letter set out above and continues for three (3) months (the “Term”). You agree that during the Term you will not do any influencer marketing for our competitors in the following categories: Bingo Apps, Mobile Bingo Games, Social Games containing Bingo Game Play. The Term shall renew every three months unless terminated by either party as set out below.

2 Social Media Posts.  During the Term, you agree to publish the number of social media posts (“Posts”) on the specific social media platforms identified in Exhibit A. The Posts will conform to the specifications and instructions outlined in Exhibit A. We will provide you with the necessary briefing materials, so you can create Posts that achieve the goals of the Campaign (the “Campaign Materials”). All Posts will meet the following requirements:

        

 (a) Your Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides”), for which we provide you a link in Exhibit B. You agree to participate in any training we require on our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored).  

 (b) Your Posts should only make factual statements about Live Play Mobile and our products which you know for certain are true and can be proven or verified. In the Campaign Materials, we will provide you with a list of verified factual statements that you may use in your Posts.  

 (c) Although we want your Posts to be authentic and based on your own opinions, beliefs, and experiences, your Posts should rely on the Campaign Materials to accurately use our trademarks, describe the Campaign, and describe our products.

 

  (d) Your Posts will be original and created solely by you

   (e) Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans. 

   (f)  Your Posts will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided by us. 

   (g)  Your Posts will comply with the rules of the applicable social media platforms. 

.

   (h) Your Posts will comply with our standards of conduct set out in Exhibit B and any other policies we provide you.

    (i) Your Posts will comply with all applicable laws, rules, and regulations.

(3) Schedule. With respect to each Post due during the Term, you will publish each Post on a timely basis according to the schedule set out in Exhibit A. 

(4) Monitoring Posts.  You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:

   (a) Requiring you to fix the Post.

   (b) Fixing the Post ourselves or through one of our agencies. 

   (c)  Withholding payment of the Fee.

   (d)  Terminating the Agreement under Paragraph 11(a) for a material breach. 

(5) Ownership; Grant of Rights.  You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Posts made by us, or by any third party for our benefit, subject to your rights in the underlying Posts. You hereby grant to Live Play Mobile and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, a non-exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for the purpose of organic social media posts and other unpaid promotional content. For any Marketing Material (“Marketing Material”) that feature your Posts or any derivative works thereof, we will seek your approval before use. This license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part. For clarity, Live Play Mobile retains all right, title and interest in and to all of Live Play Mobile’s intellectual property and related intellectual property rights of any kind (collectively, the “LPM IP”), and no grant of rights or license to the LPM IP is made under this Agreement.

 

(6) Use of Your Name, Likeness, and Information. You hereby grant to Live Play Mobile, and each of our respective direct and indirect successors, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available) (collectively, “Likeness”) in connection with the Campaign, the Posts, and any derivative works we make from the Posts. This includes the right to use your Likeness for organic social media posts and unpaid promotional content. For any Marketing Material that features your Likeness or any derivative works thereof, we will seek your approval before use. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement, except where such use is for Marketing Material.

(7) Payment. Live Play Mobile will pay any amounts due, pursuant to the terms described below (“Fees”), within seven (7) days following receipt of an invoice from you. 

  (a)  Fee for Verifiable Attributable Installs: Live Play Mobile will pay you $3.00 for each verified install of Live Play Bingo from your tracking link from users located in US, Canada, UK, Ireland, Australia and New Zealand (“Verified Install”). 

  (b)  Progression Bonus: In addition to the initial install fee, you will earn an additional $1 for every 25 levels your referred players progress within the Live Play Bingo app, up to level 100. This is designed to encourage ongoing engagement with the app and reward the longevity of your referred users' activity.

  (c)  Monthly Bonus: In addition to the fee for Verified Installs, Live Play Mobile will pay you a monthly bonus of $500 for every 250 Verified Installs from the preceding month up to a maximum of $20,000 as outlined in the table below. Live Play Mobile, in its sole discretion, may decrease the monthly bonus if you lose access to or fail to publish posts on TikTok or other major social channels, or fail to fulfill your obligations described in Exhibit A, attached here to.

  (d) ​Minimum Invoice Requirement:  We will process payments only for invoices that meet or exceed a total of $50. Should your monthly invoice fall below this amount, the balance will roll over to the next month's invoice and will continue to accumulate until your cumulative invoiced amount reaches the $50 threshold. In the event your contract period concludes and your accrued balance has not yet reached the $50 minimum, a final payment will be made covering the total accrued amount, irrespective of the minimum policy.

(e) ​No Payment for Improper or Unverified Installs:  Any incentivized, clickfarmed, paid-for or any other form of fraudulent or unverified installs will not be included in the Fees payable by Live Play Mobile, in its sole discretion. 

(f) ​Referral Fee:  Live Play Mobile will pay you a Referral Fee of $500 for each Qualifying New Influencer you refer to us. A “Qualifying New Influencer” is defined as an influencer who:  

 (i) Is introduced to Live Play Mobile by you, and who is not already in contact with Live Play Mobile;

 (ii) Has at least 50,000 followers or subscribers on one of their social media channels; 

 (iii) Is subsequently contracted by Live Play Mobile to participate in the Live Play Bingo Influencer Program; and 

 (iv) Remains in the Campaign in good standing for at least one (1) month. 

 

 (v)  Achieves their first 100 installs via their own download link

 

The determination of whether an influencer meets the requirements of a Qualifying New Influencer will be made by Live Play Mobile in its sole discretion.

 

(8) Confidentiality. You understand that you may be exposed to information about Live Play Mobile’s products, advertising campaign and marketing strategies, and other information and ideas that may not have been disclosed to the public (collectively, the “Confidential Information”). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Campaign, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for 2 years. The terms of this Agreement shall be considered Confidential Information. 

(9) Representations and Warranties. By providing the Posts to us, you represent and warrant that the Posts: 

 

(a) are your sole and original creation;

(b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;

(c) are not libelous or otherwise defamatory; and 

(d) do not, and our use of them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.

 

(10) Indemnification. You agree to indemnify, defend, and hold harmless Live Play Mobile and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any breach by you of your representations, warranties, or other obligations hereunder. 

(11) Termination. 


(a) You may terminate this Agreement if we commit a material breach of this Agreement and fail to cure the breach within 30 days of receiving notice of the breach from you. We may terminate this Agreement immediately on written notice to you if you materially breach this agreement. To avoid any doubt, failure of a Post to comply with the requirements of Section 2 is a material breach. 

(b) Live Play Mobile may also terminate this Agreement immediately on written notice to you if you: 

 (i) commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; 

 (ii) commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Live Play Mobile or reduces the commercial value of our association with you; or 

 (iii) information becomes public about your having, in the past, so conducted yourself as in (i) or (ii) above.

(12) Relationship of the Parties. 

(a) You understand that you are an independent contractor of Live Play Mobile, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind Live Play Mobile and will not make any agreements or representations on our behalf without our prior written consent. 

(b) We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.

(13) Miscellaneous. 

(a) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Live Play Mobile may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns. 

(b) This Agreement is governed by and construed in accordance with the laws of California without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in Los Angeles County, California.

(c)  If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and Live Play Mobile and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts. This agreement may not be modified except by a written agreement that is signed by an authorized representative of Live Play Mobile. 

(d) Except for amendments or modifications by or on behalf of Live Play Mobile as provided in this Section 13(d), this Agreement may not be amended or modified except in a writing signed by an authorized representative of Live Play Mobile and you. Notwithstanding the foregoing, you acknowledge and agree that, from time to time, Live Play Mobile may amend or modify the terms of this Agreement (including any Exhibits hereto) without the need for such amendment or modification to be in writing and/or signed by you. Live Play Mobile may use commercially reasonable efforts to notify you of any material changes to this Agreement and you acknowledge and agree that a notice of any such amendment or modification sent to your email address on file with us shall constitute sufficient notice to you. Your continued Posts pursuant to this Agreement after the date of any amendment or modification of this Agreement shall constitute your acknowledgment and agreement to such amendment or modification. You shall regularly and diligently review all email messages sent by or on behalf of Live Play Mobile to your email address on file with us to check for any amendments or modifications to the terms of this Agreement. 

If this Agreement reflects your understanding, please sign this Agreement in the space provided below and send the fully executed document to my attention. 

Very truly yours, 

LIVE PLAY MOBILE INC. 

 

By: ________________________________ 

Name: Stuart Lewis-Smith 

Title: CEO 

                                                                                                                                             Email address: stuart@liveplaymobile.com
    
 

___________________________________ 

Robert Calver
 

Date:________________

EXHIBIT A 

Social Media Platforms; Requirements for Posts; Publishing Schedule; Brand
Endorsement

Influencer Requirements:

(1) (Digital Content) Influencer Posts

(a) Influencer shall post a unique trackable Live Play Bingo download link (the “Tracking Link”) in a clickable area on their social media page(s), for example posted on TikTok bio and/or YouTube bio, description, and/or pinned comment, and/or other social media channels. 

(b) Influencer shall talk positively about Live Play Bingo, creating content and/or livestream(s) on their social channels encouraging their followers to download

(2) (Real World Activity):
 

(a)Influencer will act as brand ambassador, talking positively about the Live Play Bingo app and educating players about the product, encouraging them to download and play.  

(b) When opportunities arise, Live Play Bingo may arrange for its on-screen celebrity hosts to accompany the influencer to support the promotion of Live Play Bingo. In such a situation, the influencer agrees to make reasonable efforts to cooperate with Live Play Bingo’s celebrity host and participate in such promotion.

Live Play Mobile requirements: 

(1) Live Play Mobile will invite Influencer to participate in Live Play Bingo Influencer Program product feedback sessions.

(2)  Live Play Mobile will provide regular information regarding upcoming product features (monthly influencer news and updates). 

(3) Where practically possible, Influencer will be invited to Live Play Bingo roadshow meet-and-greets and other possible events. 

(4) Influencer will receive Live Play Bingo branded SWAG such as hats and t-shirts.

(5) Where relevant, Influencer may be invited to participate in news and PR coverage.

(6) Influencer’s Live Play Bingo account will receive a verified blue checkmark badge alongside the influencer’s player profile for in-game chat. 

EXHIBIT B

Standards of Conduct

With respect to promotional messages, photos, or other communications made on social media platforms about Live Play Mobile and our products, all influencers must adhere to the following standards: ​

  • You must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning 

       Endorsements and Testimonials 

       (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making: 

  • statements that reflect your honest beliefs, opinions, and experiences; and
     

  • clear and conspicuous disclosure about your connection to us in all of your posts. 
     

  • To better understand your responsibilities under the Endorsement Guides, you must review:

  • The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tipsadvice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).  
     

  • FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/newsevents/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaintagainst).
     

  • FTC: Disclosures 101 for Social Media Influencers 
    (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide508_1.pdf). 
     

  • FTC: Do you endorse things on social media?
    (https://www.ftc.gov/news-events/audiovideo/video/advice-social-media-influencers). 
     

  • You may not:
     

  • make deceptive or misleading claims about our products or our competitors’ products or services; 
     

  • make any claims about our products or our competitors’ products that are not backed up by evidence;
     

  • disclose any of our confidential information;
     

  • disparage Live Play Mobile or our products
     

  • engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others; 
     

  • offer for sale or solicit products on behalf of Live Play Mobile; 
     

  • make offensive comments that have the purpose or effect of creating an intimidating or hostile environment; 
     

  • post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age; 
     

  • use ethnic slurs, personal insults, obscenity, or other offensive language; and 
     

  • make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Live Play Mobile’s consumers or other individuals.
     

  • You must adhere to:
     

  • the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of Live Play Mobile, understanding that any these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and 
     

  • any additional guidelines provided by Live Play Mobile, such as product-specific program requirements and our Social Media Endorsement Policy. 
     

  • You must not create fake followers or engagement on social media platforms, such as:
     

  • buying followers;
     

  • using bots to grow audience size by automating account creation, following, commenting, and liking; or
     

  • post fake sponsored content.

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