These Terms and Conditions for Influencer Agreements (the “Terms and Conditions”) are incorporated into and govern the Influencer Agreement between Ethos Technologies Inc., a Delaware corporation (“Ethos”) and Influencer, which together with these Terms and Conditions shall collectively be referred to as the “Agreement”, and will be effective as of the Effective Date listed in the Influencer Agreement.   

To the extent an agent or agency has the requisite power and authority to execute and enter into this Agreement on behalf of Influencer and fully bind Influencer to all of its terms and conditions, such agent or agency may sign and enter into this Agreement on behalf of Influencer. 

1.  Engagement of Services.  Influencer will render the Services set forth in the Influencer Agreement by the scheduled date(s) set forth therein.  Influencer shall be responsible for all costs related to the creation and publication of the Content and to complete the Services.

2. Compensation.  Influencer will be paid the Fee in accordance with the Compensation section of the Influencer Agreement.

3. Schedule. Publishing dates have been mutually agreed upon by Ethos and Influencer in the Influencer Agreement. Because time is of the essence, Influencer shall timely complete all Services in accordance with the Schedule listed in the Influencer Agreement. Content may not be posted  at any time between 1 day before and 1 day after any federal holiday.

4. Use of Brand Marks. Ethos grants to Influencer a limited, revocable license to use the “Brand Marks” (which are defined as Ethos content, marks, logos, graphics, trademarks, trade dresses, and any other Ethos materials) for the sole purpose of developing the Content, which shall endure for so long as any Content published in accordance herein remains public. Influencer will comply with all trademark usage guidelines provided by Ethos hereunder and/or Influencer Brief. The Brand Marks are and will remain the sole and exclusive property of Ethos. No other right, title or license in the Brand Marks is granted to Influencer under this Agreement.  All goodwill from use of the Brand Marks is for the sole benefit of Ethos. 

Influencer grants to Ethos the right and license to use the trade names, trademarks, service marks, publicity rights, privacy rights, name, image, likeness, biographical details, indicia of identity, and logos specified by Influencer (“Influencer Marks”) in connection with the exercise of Ethos’s rights under this Agreement. Influencer will own all right, title and interest in and to the Influencer Marks, and all uses thereof will inure to the benefit of Influencer.

5. Ethos’s Approval Rights.  Influencer agrees that the script and Content shall at all times be subject to Ethos’s prior review and approval. Influencer shall provide the script to Ethos prior to filming so that Ethos can ensure that it complies with the requirements set forth in this Agreement and industry regulations. Influencer shall also provide the Content to Ethos prior to any Content being published or publicly distributed in any manner, to ensure that the look, feel, format and presentation of the Content meets Ethos’s requirements. Influencer will not publish any Content until receiving written approval of both the script and Content from Ethos. Influencer agrees to allow Ethos at least one (1) round of feedback and edits with respect to both the script and Content. Ethos shall provide comments/approval within three (3) business days of receipt of drafts of the script and Content. 

Influencer shall not be required to reshoot Content unless Influencer fails to comply with the terms agreed to in this Agreement, the Influencer-submitted and Ethos-approved script (which addresses all script revisions provided by Ethos), and/or the Influencer Brief (attached to the Influencer Agreement as Exhibit A). Any reshoots shall only be to the extent required to conform the applicable Content to the requirements listed above. 

6. Dedication.  Influencer shall not include any other brand name mentions in any of the images and Content published in fulfillment of the Services.

7. Content Restriction.   Influencer shall ensure that all published content on behalf of Ethos shall be truthful and not misleading in fact or by implication, and will conform to any requirements of any applicable law. Influencer agrees that no content published, in accordance with the Services, shall use the terms “investment,” “investment plan,” “founder’s plan,” “charter plan,” “deposit,” “expansion plan,” “profit,” “profits,” “profit sharing,” “interest plan,” “savings,” “savings plan,” “private pension plan,” “retirement plan,” or other similar terms in connection with a policy in a context or under such circumstances or conditions as to have the capacity or tendency to mislead a purchaser or prospective purchaser of such policy to believe that they will receive, or that it is possible to receive something other than a policy or some benefit not available to other persons of the same class and equal expectation of life.

8. Adjacency Requirements. Influencer is prohibited from placing the Content adjacent to any content or materials that promote pornography, smoking, drug use of any kind, or violence. 

9. License to Preexisting IP.  Influencer agrees not to use or incorporate into Content any intellectual property developed by any third party or by Influencer other than in the course of performing Services for Ethos (“Preexisting IP”) unless the Preexisting IP has been specifically identified, described and approved in the applicable Influencer Agreement. In the event Influencer uses or incorporates Preexisting IP into Content, Influencer hereby grants to Ethos a non-exclusive, worldwide, fully-paid and royalty-free, irrevocable, license to use, reproduce, distribute, and publicly display in any medium or format, such Preexisting IP incorporated or used in Content, as allowed in the Usage of Content section of the Influencer Agreement. 

10. Representations and Warranties.  Influencer represents and warrants that: (a) the Services will be performed in a professional manner and in accordance with generally accepted industry standards, (b) the Content will comply with the requirements set forth in the applicable Influencer Agreement, (c) the Content will be an original work of Influencer, (d) Influencer has the right and unrestricted ability to assign the usage of Content to Ethos as set forth in these Terms and Conditions and the Influencer Agreement (including without limitation the right to assign the usage of any Content created by Influencer’s employees or contractors),  (e) neither the Content nor any element thereof will violate or infringe upon any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law; provided, however, that the foregoing warranty shall not apply to any infringement resulting from Influencer’s use of tools, instructions, specifications, content, or other materials provided by Ethos to Influencer, or where Ethos or any third party modifies any aspect of the services, (f) Influencer has an unqualified right to grant to Ethos the license to Preexisting IP set forth above, (g) none of the Content incorporates any licensed software code that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Ethos, except as expressly agreed by the Ethos in writing, (h) Influencer will comply with the Federal Trade Commission (FTC) laws by including a clear disclosure that the images and content published on behalf of Ethos is sponsored by Ethos and (i) Influencer will comply with all applicable federal, state, local and foreign laws, rules and regulations applicable to the Services, including those governing self-employed individuals, the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.  

Influencer further represents and warrants that Influencer operates a business that is separate and independent from Ethos’s business; holds himself or herself out to the public as independently competent and available to provide applicable services similar to the Services; has obtained and/or expects to obtain Ethos or customers other than Ethos for whom Influencer performs services; and will perform work for Ethos that Influencer understands is outside the usual course of Ethos’s business.  Influencer agrees to indemnify and hold Ethos harmless from any and all damages, costs, claims, expenses or other liability (including reasonable attorneys’ fees) arising from or relating to the breach or alleged breach by Influencer of the representations and warranties set forth in this Section.

To the extent an agent or agency is entering into this Agreement on behalf of the Influencer, the agent or agency represents and warrants that the agent or agency has the requisite right, power and authority to: (a) execute and enter into this Agreement on behalf of Influencer, and (b) fully bind Influencer to all of the terms and conditions contained in this Agreement. To the extent an agent or agency is in breach of any of the foregoing representations and warranties contained in this Section, the agent or agency shall be fully liable for any and all losses, claims, costs, fees, liabilities and/or obligations arising from or related to such breach, including Influencer’s failure to perform any obligations under this Agreement.

11. Independent Contractor Relationship.  Influencer’s relationship with Ethos is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Ethos and any of Influencer’s employees or agents.  Influencer is not authorized to make any representation, contract or commitment on behalf of Ethos.  Influencer (if Influencer is an individual) and Influencer’s employees will not be entitled to any of the benefits that Ethos may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits.  Because Influencer is an independent contractor, Ethos will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Influencer. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement.  No part of Influencer’s compensation will be subject to withholding by Ethos for the payment of any social security, federal, state or any other employee payroll taxes.  Ethos will regularly report amounts paid to Influencer by filing Form 1099-MISC with the Internal Revenue Service as required by law.  If, notwithstanding the foregoing, Influencer is reclassified as an employee of Ethos, or any affiliate of Ethos, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Influencer agrees that Influencer will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Ethos.

12. Confidential Information.  During the term of this Agreement, and for five (5) years thereafter, Influencer (i) will not use or permit the use of Ethos’s confidential marketing strategy and (ii) will not use or disclose any other information from Ethos which Influencer knew, or reasonably should have known to be confidential in nature.  Influencer will protect Ethos’s Confidential Information from unauthorized use, access or disclosure in the same manner as Influencer protects its own confidential information of a similar nature, but in no event will it exercise less than reasonable care. Notwithstanding the foregoing or anything to the contrary in this Agreement or any other agreement between Ethos and Influencer, nothing in this Agreement shall limit Influencers right to report possible violations of law or regulation with any federal, state, or local government agency.

13. Term.  The term of this Agreement shall be equivalent to the Term stated in the Influencer Agreement. 

14. Termination With or Without Cause.  Ethos may terminate this Agreement immediately due to Influencer’s breach of any term of the Agreement, by providing written notice of such breach to Influencer.

If Ethos terminates this Agreement without cause, Ethos shall pay Influencer: (i) 10% of the Fee if Influencer has already submitted a completed draft of the script for approval, or (ii) 20% of the Fee if Influencer has already submitted a completed draft of the Content for approval. If neither a completed draft of the script or the Content has been submitted by Influencer prior to termination by Ethos, Ethos shall not be responsible for paying any amount to Influencer. 

15. Survival.  The rights and obligations contained in Sections 10 (“License to Preexisting IP”), 11 (“Representations and Warranties”), 13 (“Confidential Information”), 18 (“Non-disparagement”), and the Usage of Content section of the Influencer Agreement will survive any termination or expiration of this Agreement.

16. No Conflicts.  Influencer will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Influencer’s obligations under this Agreement, including Influencer’s ability to perform the Services.  Influencer represents and warrants that Influencer is not subject to any contract or duty that would be breached by Influencer’s entering into or performing Influencer’s obligations under this Agreement or that is otherwise inconsistent with this Agreement. During the term of this agreement, and for a period of thirty (30) days after posting the final piece of Content, Influencer agrees to refrain from entering into any comparable contract with any one of Ethos’s competitors. For the avoidance of doubt, Ethos’s competitors include any company which deals in the business of life insurance.

17. Non-disparagement.  Influencer shall refrain from disparaging or encouraging others to disparage Ethos. For purposes of this agreement, the term disparage includes without limitations comments or statements made in any matter or medium in the public, press, and/or the media about Ethos which would adversely affect any manner of the conduct of the business of Ethos, without limitations to Ethos’s business plans or prospects or the business reputation of Ethos.

18. Successors and Assigns.  Influencer may not subcontract or otherwise delegate or assign this Agreement or any of its obligations under this Agreement without Ethos’s prior written consent.  Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be for the benefit of Ethos’s successors and assigns, and will be binding on Influencer’s assignees.  Influencer will be responsible for any of its agents and subcontractors, including any and all payments owed to, liabilities created by, and/or taxes related to such agents and subcontractors, and Influencer agrees to release, defend, indemnify and hold Ethos harmless from any claims, costs, fines, fees, taxes, judgments, liabilities and/or obligations (including reasonable attorneys’ fees) arising from or related in any way to its or its agents and subcontractors performance of Services hereunder.

19. Notices.  Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated:  (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.

20. Governing Law.  This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of Texas, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes arising hereunder or related hereto will be determined by a court of competent jurisdiction in Austin, TX.

21. Severability.  Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

22. Waiver.  The waiver by Ethos of a breach of any provision of this Agreement by Influencer will not operate or be construed as a waiver of any other or subsequent breach by Influencer.

23. Injunctive Relief for Breach and Limitation of Liability.  Influencer’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Ethos for which there will be no adequate remedy at law; and, in the event of such breach, Ethos will be entitled to injunctive relief, and such other and further relief as may be proper (including monetary damages if appropriate). 

24. Construction. In the event of an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if negotiated jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

25. Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Influencer Agreement. 

26. Acceptance.   By (1) signing an Influencer Agreement indicating acceptance of these Terms and Conditions, (2) executing any Ethos document, agreement or form referencing incorporation or adoption of these Terms and Conditions, and/or (3) clicking any button on the Ethos website accepting, incorporating or referencing these Terms and Conditions, Influencer accepts and agrees to these Terms and Conditions.

27. Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.  Headings used herein are purely for convenience.  The terms of this Agreement will govern all services undertaken by Influencer for Ethos; provided, however, that in the event of any conflict between the terms of this Agreement and any Influencer Agreement, the terms of the applicable Influencer Agreement will control, provided that the Influencer Agreement has been signed by an authorized officer of Ethos.  These Terms and Conditions may be modified or updated from time to time by Ethos. Ethos will provide notice of any modifications or updates by posting the modified or updated Terms and Conditions on our site and updating the “Last Updated” date below.  This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Last Updated: June 15, 2023