PrepNourish Campaign & Content Licence Agreement

PrepNourish may engage Creators to produce content for marketing, advertising, education, community engagement and brand awareness.

This Agreement outlines:

• Campaign expectations
• Deliverables
• Usage rights
• Intellectual property
• Payment
• Responsibilities of both parties

Each campaign will include a separate Campaign Brief specifying:

• Campaign objective
• Deliverables
• Content format
• Number of videos/photos
• Platforms
• Timeline
• Payment (if applicable)
• Approved meal quantity or meal credits (if applicable)
• Submission deadline
• Posting requirements
• Key messages (where applicable)

The Campaign Brief forms part of this Agreement.

The Creator remains an independent contractor.

Nothing in this Agreement creates:

• Employment
• Partnership
• Agency
• Joint venture

The Creator controls how content is produced, provided campaign requirements are met.

The Creator agrees to produce the deliverables specified in the Campaign Brief.

Examples include:

• Short-form videos
• Photos
• Stories
• Product demonstrations
• Lifestyle content
• Reviews
• Voiceovers
• Testimonials
• User-generated content (UGC)

PrepNourish values authentic storytelling.

Unless specifically stated otherwise, the Creator has creative freedom regarding:

• Storytelling
• Editing style
• Camera angles
• Tone
• Filming location

provided the content:

• Is truthful.
• Aligns with PrepNourish values.
• Does not contain misleading claims.

The Creator agrees to ensure submitted content:

• Is original.
• Is high quality.
• Is suitable for commercial use.
• Contains no copyrighted third-party music, footage or graphics without proper licensing.
• Does not infringe third-party rights.

Content must be submitted by the agreed deadline.

PrepNourish may request:

• Raw footage
• Edited versions
• Thumbnail options
• Captions

where stated in the Campaign Brief.

PrepNourish may request reasonable revisions where content:

• Contains factual inaccuracies.
• Does not meet the campaign brief.
• Contains technical issues.
• Includes incorrect branding.

Minor revisions requested within 14 days of submission shall be completed at no additional cost.

Substantial changes outside the original brief may require separate agreement.

PrepNourish reserves the right to approve content before publication where stated in the Campaign Brief.

Approval shall not be unreasonably withheld.

Where posting is required, the Creator agrees to:

• Publish on the agreed platform(s).
• Keep the content live for at least 90 consecutive days, unless otherwise agreed.
• Not intentionally delete or archive the content during this period without prior written consent.

After the minimum live period, the Creator may remove the content from their own social media unless otherwise agreed.

This does not affect PrepNourish's usage rights under this Agreement.

The Creator retains ownership (copyright) of the original content.

However, the Creator grants PrepNourish a perpetual, worldwide, royalty-free, non-exclusive licence to:

• Repost
• Publish
• Display
• Distribute
• Share
• Store
• Archive

the submitted content across any PrepNourish-owned channels, including but not limited to:

• Website
• Instagram
• Facebook
• TikTok
• X (Twitter)
• LinkedIn
• YouTube
• Pinterest
• Threads
• Email
• WhatsApp
• Future company-owned platforms

No additional payment shall be required for these organic uses.

The Creator grants PrepNourish a non-exclusive licence to use approved campaign content for paid advertising.

This includes:

• Meta Ads
• TikTok Ads
• Google Ads
• YouTube Ads
• Display advertising
• Digital billboards
• Sponsored placements

PrepNourish will inform the Creator before their content goes live in paid advertising.

The advertising licence shall remain valid for 24 months from the date of content delivery.

If PrepNourish wishes to continue using the content in paid advertising beyond 24 months, both parties shall negotiate in good faith regarding an extension.

PrepNourish may edit submitted content for commercial purposes including:

• Cropping
• Resizing
• Adding captions
• Colour correction
• Logo placement
• Intro/outro additions
• Shortening
• Combining clips
• Subtitle generation
• AI-assisted enhancement

PrepNourish shall not edit content in a way that materially changes the Creator's intended message or creates a false endorsement.

PrepNourish may credit the Creator where reasonably practical.

However, PrepNourish is not obligated to tag or identify the Creator in:

• Advertisements
• Website placements
• Email campaigns
• Printed materials

where doing so is impractical or inconsistent with campaign objectives.

Unless specifically stated in the Campaign Brief, this Agreement does not create exclusivity.

Where exclusivity applies:

The Creator agrees not to participate in sponsored campaigns promoting directly competing Nigerian healthy meal subscription services for the agreed exclusivity period.

Organic, unpaid personal opinions are not restricted.

The Creator agrees not to publish content during the campaign period that:

• Promotes illegal activities
• Encourages dangerous behaviour
• Contains hate speech
• Contains discriminatory language
• Damages PrepNourish's reputation

PrepNourish may immediately terminate campaigns where such conduct occurs.

The Creator agrees:

• Not to exaggerate nutritional claims.
• Not to guarantee medical outcomes.
• Not to promise weight loss results.
• Not to provide medical advice.

Only approved factual information supplied by PrepNourish should be used when discussing nutrition.

Where required by applicable law or platform rules, the Creator shall clearly disclose sponsored relationships using appropriate labels such as:

• #Ad
• #Sponsored
• Paid Partnership

Compensation shall be specified in the Campaign Brief.

This may include:

• Fixed payment
• Meal credits
• Affiliate commissions
• Performance bonuses

Unless otherwise agreed, payment is based on successful completion of deliverables, not content performance.

Where PrepNourish supplies meals, meal credits or product for a campaign or content shoot, the following rules apply:

• Caps — The Campaign Brief (or other written approval) sets the maximum quantity of meals or credits. Creators must not order or request more than that quantity without prior written approval from PrepNourish.
• Prior content required — PrepNourish will not provide further meals or meal credits if previously supplied meals did not produce the agreed deliverable (including video content) within the timeline in the Campaign Brief, unless PrepNourish waives this in writing.
• Menu changes — PrepNourish may change specific meals, flavours or pack composition based on availability, price, kitchen capacity or operational needs. PrepNourish will inform the Creator before such changes are made where reasonably practicable.
• Excess orders — Excess or unapproved orders may be refused, retained and applied to a later approved shoot, treated as a personal purchase, and/or charged to the Creator at the applicable retail or wholesale rate.
• Campaign use vs personal use — Product supplied for the campaign must be used to create the agreed content. Personal use beyond what PrepNourish has expressly approved is excluded from complimentary supply and may be charged. Creators must not divert campaign meals for personal use, gifting or resale without written consent.

Breach of these meal-supply rules may result in campaign termination, withholding of compensation, charging for excess product, and/or suspension from future campaigns.

PrepNourish does not guarantee:

• Views
• Reach
• Engagement
• Sales
• Virality

Likewise, the Creator shall not be required to refund payments solely because content performs below expectations.

If either party needs to cancel before work begins, reasonable notice should be provided.

If work has already commenced:

• The Creator shall be compensated for completed work.
• PrepNourish shall not be required to pay for undelivered work.

The Creator warrants that:

• The content is original.
• The content does not infringe third-party rights.
• Necessary permissions have been obtained for identifiable third parties appearing in the content.
• Any music, graphics or assets are properly licensed.

Each party agrees to indemnify the other against losses arising from its own breach of this Agreement or unlawful conduct.

Campaign details shared before launch shall remain confidential until officially announced by PrepNourish.

PrepNourish may use AI tools to:

• Generate captions
• Translate content
• Improve quality
• Resize assets
• Create subtitles

AI shall not be used to fabricate statements or materially alter the Creator's likeness without prior written consent.

Content licensed under this Agreement may continue to appear on PrepNourish-owned channels after the campaign concludes.

The Creator acknowledges that previously published posts, emails, webpages and advertisements may remain accessible for archival or historical purposes.

Either party may terminate future collaboration at any time.

Termination shall not revoke licences already granted under this Agreement for content already delivered and accepted.

Neither party shall be liable for indirect or consequential damages arising from this Agreement.

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

Both parties agree to attempt good-faith negotiations before commencing legal proceedings.

Where appropriate, disputes should first be referred to mediation.

This Agreement, together with the applicable Campaign Brief and the PrepNourish Creator & Affiliate Program Terms, constitutes the entire agreement governing the campaign.