Influencer Terms and Conditions

Last updated on 10/17/2022

Thank you for agreeing to participate in Ingram Book Group LLC's Social Influencer campaign (the "Campaign"). These Influencer Terms and Conditions (the "Agreement") sets out the agreement between Ingram Book Group LLC ("IBG" or "we") and you for your participation in the Campaign. 1. Term. The Term shall be specified in a work order and as set out in Section 11 below ("Term"). 2. Social Media Posts/ Other. During the Term, you agree to publish the number of social media posts on specific social media platforms ("Posts”) and other advertising opportunities (“Events”), both as identified in a work order agreed to between the parties (Posts and Events collectively referred to as the “Services”). Additional services will be agreed to between the parties. The Services will conform to the specifications and instructions as provided by IBG from time to time. We will provide you with the necessary briefing materials so you can create and participate in Posts and Events that achieve the goals of the Campaign (the "Campaign Materials"). All Services will meet the following requirements: (a) Your Posts will comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials for which we provide you a link and IBG’s Social Media Influencer Endorsement Policy ("Endorsement Guides"), the current version is attached hereto as Exhibit A. You agree to participate in any training we require on the Endorsement Guides which is designed to ensure compliance with the FTC guidelines. (b) You must clearly and conspicuously disclose your "material connection" with us, making it clear that you are a paid influencer and have received free products and/ or services from us. You must place the disclosure in plain sight and near any audio or visual communications that you make about us, our brands, and our products and/ or services. 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, where you can use hashtags for the disclosure (like #ad or #sponsored). If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform. (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 and services. (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 Exhibit A and any other policies we provide you. (i) Your Posts will comply with all applicable laws, rules, and regulations. 3. Schedule; Approval. With respect to each Post due during the Term, you will: (a) publish each Post on a timely basis according to the schedule set out in a work order; and (b) submit all Posts to us for our review and approval at least three (3) days prior to the scheduled publishing date. We will notify you within one (1) day of receiving each Post whether we accept it or require revisions. 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 an installment of the Fee, if any. (d) Terminating the Agreement under Paragraph 11(a) for a material breach. 5. Ownership; Grant of Rights. (a) IBG is and will be the sole and exclusive owner of all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights therein. We will own each Post as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Post does not qualify as, or otherwise fails to be, work made for hire, you hereby (a) assign, transfer, and otherwise convey to us, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Posts, including all copyrights and other intellectual property rights in them; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Posts. (b) We hereby grant you a limited license to use the Posts solely for the Campaign and as otherwise permitted in writing by IBG. 6. Use of Your Name, Likeness, and Information. You hereby grant to IBG and our affiliates, and each of our respective direct and indirect successors, licensees, 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, Posts, Events, and any derivative works we make from the Posts or Events, including to advertise and promote the same or any product and/ or service that features or includes the Posts, Events, or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement. 7. Payment. You understand and agree IBG will be responsible for payment of any advertising revenues (the "Fee") so long as you continue publishing all the Posts and participating in the Events and comply with the terms of this Agreement. Frequency and timing of any such payment of Fees will be made within 30 days of published post. 8. Confidentiality. You understand that you may be exposed to information about IBG's products and services, advertising campaign, business plans, and marketing/brand strategies, and other 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 seven (7) years. 9. Representations and Warranties. By providing the Services to us, you represent and warrant that the:

(a) Posts and any other deliverable are your sole and original creation; (b) Posts or any other deliverable 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) Services are not libelous or otherwise defamatory; and (d) Services do not, and our use or 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 IBG 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 or 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 ten (10) days of receiving notice of the breach from you. We may terminate this Agreement if you commit a material breach of this Agreement and fail to cure the breach with twenty-four (24) hours of receiving notice of the breach from us. We may terminate this Agreement immediately on written notice to you if you materially breach this agreement two (2) times within a two (2) week period. To avoid any doubt, failure of a Post to comply with the requirements of Section 2 is a material breach. (b) IBG may 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; or (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 IBG 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). (c) Either party may terminate this Agreement upon a prior written sixty (60) day notice. 12. Relationship of the Parties. (a) You understand that you are an independent contractor of IBG, 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 IBG 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. IBG 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 Tennessee 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 Nashville, Tennessee. (c) If any provision of this Agreement or any work order 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 and work order will continue in full force and effect. This Agreement contains the entire agreement between you and IBG 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 IBG. EXHIBIT A SOCIAL MEDIA INFLUENCER ENDORSEMENT POLICY This Social Media Influencer Endorsement Policy (the “Influencer Endorsement Policy”) sets forth Ingram’s guidelines and expectations for social media influencers when promoting our corporate brand, products and/ or services to their followers and other consumers. Key Regulations and Guidance Governing Social Media Influencer Endorsements – An Overview • Section 5 of the Federal Trade Commission Act – Section 5 of the Federal Trade Commission (“FTC”) Act (the “FTC Act”) protects consumers from deceptive advertising by prohibiting “unfair or deceptive acts or practices in or affecting commerce.” An unfair practice is conduct which causes or has the potential to cause misinformed purchasing decisions to consumers. Deceptive practices are practices which involve a material representation, omission or practice that are likely to mislead a consumer into making a purchasing decision that they would not have made absent the deceptive conduct. • FTC Endorsement Guides – The FTC Endorsement Guides (the “Endorsement Guide”) embody the truth-in-advertising principle that endorsements must be honest and not misleading. The Endorsement Guide contains information about disclosure of “material connections” between advertisers and endorsers and the application of the FTC’s consumer protection principles to social media and influencer marketing. The Influencer is responsible for making these disclosures and being familiar with the FTC Act, Endorsement Guides and complying with laws against deceptive advertising. Material Connections and Compliance with FTC Disclosure Guidelines

In accordance with the FTC’s disclosure guidelines, each of the Influencer’s social media endorsements must clearly, obviously, and unambiguously disclose their “material connection” with Ingram’s brand. A “material connection” is one which would impact the weight or credibility that the Influencer’s audience gives the endorsement. “Material connections” include personal, family, or employment relationship or a financial relationship - such as free products and/or payment from Ingram in exchange for the Influencer’s product/service endorsement. Ingram expects the Influencer to comply with the FTC Act and the FTC’s social media endorsement guidelines and disclosure obligations throughout the course of their engagement with Ingram. Guiding Principles for Effective Disclosures In accordance with the FTC’s endorsement guidelines, the Influencer must ensure that their disclosure is clear and easy for their audience to read and understand. In addition, the Influencer must prominently display the disclosure with the endorsement post. The Influencer must also be mindful of the medium and social media platform that they use for the product/service endorsement to ensure that the disclosure is effective and compliant with the FTC endorsement guidelines. For photographic endorsements, the Influencer could superimpose the disclosure over a picture to allow the viewer sufficient time to notice and read the disclosure. For video endorsements, the Influencer should make the disclosure verbally and could also superimpose the disclosure language in the video itself. For live stream endorsements, the Influencer should make the disclosure verbally and repeat the disclosure periodically throughout the live stream to ensure that viewers who see only part of the stream receive the disclosure. Regardless of the social media platform used for the brand promotion, the Influencer must use simple and clear language and/or hashtags that is hard for the Influencer’s audience to miss. Below are a few examples of simple and clear disclosure language and hashtags that Ingram recommends for promoting our brand, which are modeled after the FTC guidance: • “Thank you [campaign] for the free product.” • “Paid partnership with [campaign]” • “In collaboration with [campaign].” • “[campaign] Promoter” • “[campaign] Ambassador” • “[campaign] Sponsorship” • “Advertisement” • “Sponsored”22 • A disclosure statement in the post, caption, or description. • A hashtag disclosure in the post, caption, or description. • A platform’s “branded content tool” which identifies a post as a promotion or advertisement (though, as mentioned, this cannot be the only form of disclosure). • A written disclosure or tag overlaying an image. • A written disclosure or tag overlaying a video or live-stream video The FTC cautions against the use of short-form or abbreviated terms like “spon” or “collab”, which could potentially mislead the viewer or reader. When using hashtag disclosures, the Influencer must use language that clearly identifies Influencer’s relationship with the brand and should similarly avoid using vague or confusing short-form or abbreviated terms. Ingram Product/Service Influencer Endorsement Protocol – Guidelines for Responsible Use Ingram and the Influencer both have an obligation under the FTC to protect consumers from deceptive advertising by prohibiting unfair or deceptive acts or practices in or affecting commerce. In addition to the necessary disclosures, the Influencer must ensure that their endorsement is truthful and based on their personal experience with the product/service they are endorsing. Ingram expects the Influencer to convey their commercial relationship honestly and transparently with Ingram in all social media posts which promote Ingram’s brand, products and/or services. Influencers should keep the following protocol in mind as a guide on what they can and cannot say about Ingram’s brand, product, service they are endorsing: • The Influencer’s endorsement must reflect Influencers the honest opinion, finding, belief and experience with Ingram’s brand, product, or service. • The Influencer’s endorsement must not make any claims that would be false, misleading, or unsubstantiated information if Ingram made them directly. • The Influencer cannot discuss experience with a product/service that they have not personally tried. • The Influencer is prohibited from using fake information (including, but not limited to a fake alias or fake post) when promoting Ingram’s brand, product, or service. The Influencer must promptly correct any false, inaccurate, erroneous or otherwise misleading information in an endorsement post in a manner which visibly apprises the reader that the post has been altered to correct prior misstatements. Furthermore, the Influencer is prohibited from posting or forwarding written statements, audio, video, pictures, or other materials that could be considered offensive, malicious, obscene, harassing, or threatening to any readers or viewers, including, but not limited to, Ingram employees, customers, clients, subscribers, or followers. The Influencer should refer to https://guides.loc.gov/influencer-marketing/regulations and https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides- governing-endorsements-testimonials/091005revisedendorsementguides.pdf for additional information. Interplay of Social Media Influencer Endorsement Policy and Ingram Code of Conduct/Ethics The Influencer is expected to act ethically and abide by all applicable laws. Confidentiality Obligations The Influencer acknowledges that they will receive, have access to and create documents, materials, and information of a confidential and proprietary nature (“Confidential Information) to Ingram and customers of Ingram during the Influencer’s engagement with Ingram. The Influencer acknowledges and agrees that such Confidential Information is an asset of Ingram and/or its clients, must be kept strictly confidential and used only in connection with the performance of the Influencer’s services as set forth in their Influencer Agreement. The Influencer agrees that they will not use, disclose, communicate, copy, or permit the use or disclosure of any such Confidential Information to any third party in any manner whatsoever except to the existing employees of Ingram or as otherwise directed or approved by Ingram during the Influencer’s performance of services under their Influencer Agreement, and thereafter only with Ingram’s written permission. Upon termination of the Influencer’s engagement with Ingram or upon request of Ingram, the Influencer will return to Ingram all Confidential Information, including all copies or reproductions thereof, which are in the Influencer’s possession, custody, or control. Monitoring Compliance with Influencer Endorsement Policy In accordance with FTC requirements, Ingram will monitor the Influencer’s endorsement efforts to ensure that the Influencer makes appropriate disclosures of any material connection(s) with Ingram’s brand and reflect their honest opinion, finding, belief and experience with the endorsed product/service. Ingram will also review the Influencer’s social media endorsements to ensure that they incorporate any required promotional language, hashtags or mentions related to the endorsed product/service, if any, set forth in the Influencer Agreement. Repercussions for Identified Influencer Endorsement Violations Should Ingram identify any social media posts which violate the Influencer Endorsement Policy, Ingram will take appropriate action against the Influencer based on the nature and extent of the identified violation. Repercussions for violation of the Influencer Endorsement Policy may include, but are not limited to a request for immediate removal of the post from all social media platforms; a post or statement to the Influencer’s followers which corrects the identified violation; suspension of all promotional endorsements; training and/or re-training on compliance with Ingram’s Influencer Endorsement Policy and the FTC guidelines; and/or termination of the Influencer’s contract with Ingram.