TryLyst Brand Terms

These Brand Terms (the “Terms”) constitute a master services agreement between TryLyst LLC, a Delaware limited liability company (“TryLyst,” “we,” “us,” or “our”), and the brand, company, or other business entity purchasing or engaging TryLyst’s services (“Brand,” “you,” or “your”).

These Terms govern all campaigns and related services provided by TryLyst to Brand. Each campaign may also be governed by a proposal, order form, statement of work, campaign brief, invoice, or other written campaign-specific document accepted by Brand (each, a “Campaign Agreement”).

By approving or accepting a Campaign Agreement, submitting payment for a Campaign, or otherwise engaging TryLyst to provide Services, Brand acknowledges that it has read, understood, and agrees to these Terms.

Campaign Agreements

Each Campaign Agreement will identify the applicable campaign-specific terms, which may include the Campaign type, retailer or marketplace, number of Creators, geographic targeting, Deliverables, Campaign dates or estimated timeline, Fees, product reimbursement amounts, usage rights, and optional services.

Each Campaign Agreement is incorporated into and governed by these Terms.

If a Campaign Agreement expressly conflicts with these Terms, the Campaign Agreement will control solely with respect to that Campaign.

Campaign briefs, Creator guidelines, emails, calls, presentations, marketing materials, or other communications do not modify these Terms or a Campaign Agreement unless the modification is expressly agreed to in writing by TryLyst and Brand.

TryLyst Services

TryLyst provides managed creator-powered retail discovery, product purchase, content creation, social media activation, marketplace discovery, and related campaign services as described in the applicable Campaign Agreement.

Unless otherwise expressly stated in a Campaign Agreement, TryLyst manages Creator recruitment, qualification, selection, onboarding, coordination, Campaign communication, content compliance review, and Campaign reporting.

TryLyst will use commercially reasonable efforts to perform the Services described in each Campaign Agreement.

Fully Managed Creator Selection

TryLyst is a fully managed service.

Unless expressly included in a Campaign Agreement, TryLyst retains discretion over Creator recruitment, qualification, selection, approval, assignment, and replacement based on Campaign requirements, location, retailer or product access, Creator compatibility, availability, prior performance, and TryLyst’s internal criteria.

Brand does not have a right to pre-approve individual Creators unless Creator pre-approval is expressly included in the Campaign Agreement.

TryLyst does not guarantee the participation or availability of any particular Creator, including a Creator previously identified, recommended, recruited, or expressing interest in a Campaign.

Creators are independent participants and are not employees, agents, or representatives of Brand or TryLyst.

Creator Authenticity and Creative Discretion

TryLyst Campaigns are intended to generate authentic Creator experiences and content.

Creators retain reasonable creative discretion regarding their personal style, presentation, voice, opinions, and experience, subject to the applicable Campaign requirements, required disclosures, and other material content requirements.

Brand acknowledges that Creator Content is not traditional brand-directed commercial production and that individual Creators may naturally differ in filming style, setting, delivery, wording, appearance, and presentation.

Personal preference regarding a Creator’s style, appearance, voice, home environment, creative approach, or other subjective characteristics does not, by itself, constitute noncompliant, defective, or low-quality content.

Campaign Requirements and Brand Responsibilities

Brand is responsible for providing complete, accurate, and timely information reasonably necessary for TryLyst to execute the Campaign.

This may include product names and SKUs; retailer, marketplace, or store information; launch and availability dates; geographic requirements; product pricing or reimbursement information; required talking points and calls to action; brand guidelines; product claims and substantiation; prohibited statements or claims; product images or other Brand assets; and any other material Campaign requirements.

Brand represents and warrants that information, claims, trademarks, materials, products, and instructions it supplies to TryLyst are accurate, lawful, properly authorized, and may be used for the Campaign as contemplated.

TryLyst may rely upon information supplied by Brand without independently verifying its accuracy.

Retail Availability

For retail Campaigns, Brand is responsible for providing reasonably accurate information regarding expected product availability, participating retailers, stores, launch timing, and applicable SKUs.

Retail inventory, pricing, distribution, and product placement are controlled by retailers and other third parties and may vary by location.

TryLyst does not guarantee that a product will be in stock, on shelf, properly merchandised, available at a specific store, or available at the expected price when a Creator visits a retail location.

If a Creator cannot locate or purchase the applicable product because of inventory, distribution, merchandising, launch timing, retailer operations, or inaccurate availability information, TryLyst may, in its reasonable discretion, reassign the Creator, identify another location, extend the Campaign timeline, replace the Creator, or otherwise reasonably adjust Campaign execution.

Such circumstances do not automatically constitute a failure by TryLyst to perform the Services.

Campaign Timing

Any Campaign launch date, completion date, posting schedule, weekly content volume, or other timeline communicated by TryLyst is an estimate or target unless expressly identified as guaranteed in the applicable Campaign Agreement.

Campaign timing may be affected by Creator availability, retail inventory, shipping, product availability, Brand delays, social media platforms, retailer operations, weather, holidays, or other circumstances outside TryLyst’s reasonable control.

TryLyst will use commercially reasonable efforts to meet agreed Campaign targets but does not guarantee that a particular number of Creators will purchase, submit, or publish content during any specific day or week unless expressly agreed otherwise in writing.

Campaign timelines begin only after TryLyst has received required payment and all information, materials, product availability information, and other items reasonably required to launch the Campaign.

Content Review and Optional Brand Approval

TryLyst reviews Creator Content for material compliance with the applicable Campaign requirements before content is approved or, where applicable, submitted to Brand for review.

Brand pre-publication content review and approval is not included in standard Campaign Services unless expressly included as a paid service in the applicable Campaign Agreement (“Brand Content Review”).

When Brand Content Review is purchased, Creator Content will first be reviewed by TryLyst for material compliance with the Campaign requirements. Content that passes TryLyst’s review will then be made available to Brand for approval or up to two revision requests.

Brand must approve the content or submit its revision request within seven (7) calendar days after the content is made available for Brand review. If Brand does not respond within that period, the content will be deemed approved for purposes of Campaign completion and Creator payment, and TryLyst may release payment to the Creator.

Brand Content Review includes two (2) opportunities per applicable Creator Deliverable to submit revision requests. A revision request is subject to TryLyst’s review and does not guarantee that a Creator will be required to revise or reshoot the content.

TryLyst will determine, acting reasonably and in good faith, whether a Brand revision request is consistent with the Campaign Agreement, Campaign requirements, and the Creator’s original obligations.

If TryLyst determines that the revision request is reasonable and relates to a material Campaign requirement that has not been satisfied, TryLyst may send the requested correction to the Creator.

If TryLyst determines that the Creator has materially satisfied the applicable Campaign requirements and the Brand’s requested change is outside the agreed scope, based primarily on subjective preference, or otherwise not reasonably required by the Campaign Agreement, TryLyst may reject the revision request and approve the content without requiring a Creator revision.

A revision request submitted by Brand counts as one of Brand’s two (2) revision requests regardless of whether TryLyst determines that a Creator revision is required.

After a Creator submits content in response to an approved revision request, TryLyst may review the revised content for compliance and make it available for Brand review. Brand may submit a second revision request if its two (2) included requests have not been used. After both requests have been used, TryLyst may approve the Deliverable without further Brand review. Unless otherwise expressly agreed in writing, no additional Brand revision request or approval round beyond these two (2) requests is included.

Revisions, Reshoots, and Creator Compliance

Regardless of whether Brand Content Review is purchased, TryLyst may independently require a Creator to make reasonable corrections when TryLyst determines that Creator Content materially fails to comply with the Campaign requirements.

Corrections required by TryLyst as part of its own compliance review do not constitute or consume Brand’s optional revision requests.

Examples of material noncompliance may include use of the wrong product, omission of a required Campaign element, failure to make a required disclosure, materially inaccurate product information, or failure to satisfy an expressly stated Deliverable.

Reshoots, substantial creative changes, new concepts, additional Deliverables, or changes based primarily on Brand preference rather than Creator noncompliance are not included unless expressly stated in the Campaign Agreement.

TryLyst may replace a Creator who fails to complete required Campaign obligations, cannot reasonably access the product, becomes unavailable, or otherwise cannot complete the Campaign.

TryLyst retains final authority to determine whether Creator Content materially satisfies the applicable Campaign requirements, acting reasonably and in good faith.

Negative or Unusable Product Experiences

Creators are expected to provide authentic experiences and may not be required to make false or misleading statements about Brand or its products.

If a Creator experiences a materially defective, damaged, spoiled, unsafe, or otherwise problematic product experience, TryLyst may pause the Creator’s participation and contact Brand where appropriate.

TryLyst may, in its reasonable discretion, replace the Creator, excuse the Creator from posting, arrange another product experience, or take another reasonable action to protect the integrity of the Campaign.

TryLyst does not require Creators to publish endorsements they do not genuinely hold.

Campaign Content Ownership and Usage Rights

Unless otherwise expressly stated in the applicable Campaign Agreement, participating Creators retain ownership of the original content they create in connection with a Campaign (“Campaign Content”).

Subject to the applicable Campaign Agreement, Brand and TryLyst receive a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, publish, display, distribute, transmit, repost, repurpose, adapt, modify, translate, publicly display, publicly perform, create derivative works from, and otherwise use or exploit Campaign Content, in whole or in part, in any form, medium, or technology now known or later developed.

These rights include, without limitation, use of Campaign Content for marketing, advertising, publicity, organic social media, paid media, websites, ecommerce listings, retailer and marketplace listings, email marketing, product packaging, in-store displays and materials, digital advertising, sales and promotional materials, television, radio, research, product development, case studies, portfolios, and other commercial or promotional purposes.

To the extent included in or reasonably necessary to use the Campaign Content as authorized under these Terms, these rights include the Creator’s name, social media handle, image, likeness, voice, and performance embodied in the Campaign Content.

Brand and TryLyst may make reasonable modifications to Campaign Content for reuse and repurposing, including cropping, resizing, reformatting, editing, adding branding or text, combining Campaign Content with other materials, and creating adaptations or derivative marketing materials, provided such modifications do not materially misrepresent the Creator’s statements, experience, or endorsement.

Except for compensation or benefits expressly provided to the Creator in connection with the applicable Campaign, no additional royalty, usage fee, permission, inspection, or approval is required for Brand or TryLyst to exercise the usage rights granted under these Terms.

The foregoing license survives completion, expiration, or termination of the applicable Campaign and these Terms.

Creator Content posted to a Creator’s own social media profile must remain live for the minimum period stated in the applicable Campaign Agreement. TryLyst does not guarantee that Creator-posted content will remain available indefinitely after that period.

For clarity, these usage rights apply to the Campaign Content itself and do not grant Brand access to, control over, or advertising authorization through a Creator’s social media account. Partnership Ads, whitelisting, Creator authorization codes, boosting through a Creator’s handle, or similar Creator-account advertising rights are governed separately as described below.

Partnership Ads / Whitelisting

Standard Campaign Content usage rights do not include the right to advertise through, access, control, whitelist, boost from, or otherwise use a Creator’s social media account, handle, identity, or authorization for Partnership Ads or similar Creator-handle advertising.

Partnership Ads, whitelisting, Creator authorization codes, or similar advertising access are separate paid services and must be expressly included in the Campaign Agreement or separately purchased.

Any such access is subject to the applicable Creator’s consent, platform availability and requirements, and the agreed access period.

Extended access may require additional Fees.

Clean Content and Third-Party Elements

Creator Content may contain platform-native music, audio, effects, fonts, stickers, or other third-party elements that are subject to separate licenses or platform restrictions.

A license to Campaign Content does not grant Brand ownership of third-party intellectual property incorporated into the content.

Brand is responsible for confirming that its intended reuse of Campaign Content complies with applicable platform rules and third-party rights.

Clean versions, raw files, or content without music, text, voiceover, effects, or other elements are not included in the Services and must be purchased as a separate paid service under the applicable Campaign Agreement.

Campaign Changes and Scope

After a Campaign Agreement has been approved, any material change requested by Brand may constitute a change in Campaign scope.

Material changes may include changes to Creator eligibility or selection criteria; geography or retailer targeting; store lists; number of Creators; Deliverables; content requirements; Creator or content approval requirements; posting schedules; Campaign dates; usage rights; Partnership Ads or whitelisting; revisions or reshoots; or other material Campaign requirements.

TryLyst may accept or decline a requested change.

If TryLyst agrees to a scope change, TryLyst may require additional Fees, revised Campaign timing, a revised Campaign Agreement, or other reasonable adjustments.

A Brand request does not modify the Campaign unless TryLyst expressly agrees to the modification in writing.

Fees and Payment

Brand will be invoiced for the Fees specified in the applicable Campaign Agreement after Brand approves or accepts the Campaign Agreement.

Unless otherwise expressly agreed in writing, Campaign Fees, applicable optional-service Fees, and estimated product reimbursement funds must be paid in full before Campaign work begins.

TryLyst will begin Campaign work after payment is received and any additional materials reasonably required to begin the Campaign, such as store lists, product information, Campaign requirements, or other requested materials, are provided.

TryLyst is not obligated to begin Creator recruitment or Campaign execution until required payment has been received.

Applicable payment-processing, credit-card, transaction, or similar fees may be charged as disclosed in the applicable Campaign Agreement, invoice, or at the time of payment.

Unless otherwise expressly stated, Fees are quoted in U.S. dollars.

Product Reimbursement Funds

For Campaigns requiring Creators to purchase Brand products, Brand is required to pre-fund an estimated product reimbursement pool.

Eligible product purchases made or reimbursed from the product reimbursement pool are non-refundable once incurred.

Unused product reimbursement funds remaining at Campaign completion will, at Brand’s choice, either be refunded to Brand or applied as a credit toward a future Campaign.

TryLyst may reasonably adjust Creator reimbursement amounts when actual retail prices, applicable sales taxes, or other eligible purchase costs differ from estimates.

Taxes

Brand is responsible for applicable sales, use, excise, value-added, or similar transaction taxes that TryLyst is legally required or permitted to charge to Brand in connection with the Services or amounts payable under a Campaign Agreement.

Unless otherwise expressly stated in a Campaign Agreement or invoice, Fees are exclusive of such applicable taxes, and TryLyst may calculate, collect, and remit them where required by law.

Brand is responsible for duties, taxes, fees, or similar governmental charges relating to Brand products, product purchases, reimbursements, or other Brand-provided benefits to the extent such amounts are legally the responsibility of Brand.

Taxes imposed on TryLyst’s net income or gross receipts are TryLyst’s responsibility and are not taxes payable by Brand under these Terms.

Nothing in these Terms constitutes tax advice. Each party remains responsible for its own tax reporting and payment obligations as required by applicable law.

Unfulfilled Campaign Spots

TryLyst will use commercially reasonable efforts to fulfill the number of Creator activations specified in the Campaign Agreement.

If TryLyst is unable to fulfill a paid Creator activation, TryLyst may, in its reasonable discretion and depending on the circumstances, replace the Creator, extend the Campaign timeline, provide an equivalent Campaign credit, or refund the applicable amount attributable to the unfulfilled activation.

Amounts associated with completed Creator activations, completed Services, eligible product purchases, or otherwise fulfilled portions of the Campaign are non-refundable.

Cancellation

Brand may request cancellation of a Campaign by providing written notice to TryLyst.

Because TryLyst begins Creator sourcing, qualification, coordination, Campaign setup, and other work before content is completed, cancellation does not automatically entitle Brand to a full refund.

Brand remains responsible for Fees attributable to Services already performed, Creators already activated or committed, product funds already spent or reimbursed, and other non-cancellable Campaign costs incurred before TryLyst receives the cancellation request.

Any remaining unused amounts will be handled according to the applicable Campaign Agreement and these Terms.

TryLyst may suspend or terminate a Campaign if Brand materially breaches these Terms, fails to provide required information or payment, requests unlawful or misleading conduct, or otherwise makes continued Campaign performance unlawful, unsafe, or commercially unreasonable.

No Guarantee of Campaign Performance

TryLyst does not guarantee any particular Campaign outcome, including any specific number of impressions, views, reach, engagement, followers, clicks, conversions, reviews, ratings, product sales, retailer velocity, product ranking, search ranking, retailer reorder, distribution expansion, earned media value, or return on investment.

Historical Campaign results, case studies, projections, benchmarks, examples, and estimates are provided for informational purposes and do not guarantee future performance.

Advertising Disclosures and Compliance

TryLyst may establish and enforce disclosure requirements reasonably intended to comply with applicable advertising and endorsement laws, regulations, and guidance, including applicable Federal Trade Commission requirements.

TryLyst may review or monitor Creator Content for compliance with Campaign disclosure requirements. Brand acknowledges that engaging TryLyst or another third party to manage Creator participation does not eliminate Brand’s own obligations under applicable advertising or endorsement laws.

Brand is responsible for the accuracy and substantiation of product claims, health claims, performance claims, pricing information, and other objective representations supplied or requested by Brand.

TryLyst and participating Creators may decline to make or publish claims that TryLyst reasonably believes are misleading, unsupported, deceptive, unlawful, or inconsistent with applicable advertising requirements.

Creator Independence

Creators participating in TryLyst Campaigns are independent participants and are not employees of Brand.

Nothing in these Terms creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between Brand and TryLyst or between Brand and any Creator.

Neither Brand nor any Creator has authority to bind TryLyst to any obligation.

Non-Circumvention

Brand acknowledges that TryLyst invests resources in recruiting, qualifying, maintaining, and managing its Creator network.

During a Campaign and for twelve (12) months following Brand’s last TryLyst Campaign involving a particular Creator, Brand will not knowingly circumvent TryLyst by directly engaging that Creator outside TryLyst for substantially similar influencer marketing, UGC creation, retail activation, or social media campaign services without TryLyst’s prior written consent.

This restriction does not prohibit Brand from independently interacting with publicly available Creator Content or from maintaining ordinary social-media engagement with a Creator.

This restriction does not apply where Brand can reasonably demonstrate that it had a documented, pre-existing commercial relationship with the Creator before the Creator was introduced to Brand through TryLyst.

Brand Intellectual Property

Brand grants TryLyst and participating Creators a limited, non-exclusive, royalty-free license during the Campaign to use Brand’s name, trademarks, logos, product images, Campaign materials, and other Brand-provided intellectual property as reasonably necessary to perform, create, publish, report on, and promote the Campaign.

Brand represents and warrants that it has all rights necessary to provide such materials and authorize their use.

Brand Publicity and Case Studies

Brand grants TryLyst permission to use Brand’s name, trade name, trademarks, logos, and other Brand-provided materials to identify Brand as a TryLyst client or Campaign partner and in connection with TryLyst’s website, portfolio, case studies, Campaign spotlights, social media, presentations, sales materials, and other marketing or promotional materials.

TryLyst may reference non-confidential Campaign information and Campaign results in connection with such materials, including the general Campaign scope, participating retailers or marketplaces, Creator participation, Campaign Content, and aggregated Campaign performance metrics.

TryLyst will not disclose Brand’s confidential information or non-public Campaign pricing in connection with such use without Brand’s permission.

TryLyst Intellectual Property

TryLyst retains all right, title, and interest in and to its platform, website, software, technology, systems, processes, methodologies, workflows, Campaign-management tools, templates, reports, documentation, trademarks, logos, branding, and other proprietary materials and intellectual property owned or developed by TryLyst.

Except for the limited rights expressly granted under a Campaign Agreement or these Terms, no ownership interest or other right in TryLyst’s intellectual property is transferred or assigned to Brand.

Brand may not copy, reproduce, modify, distribute, reverse engineer, commercially exploit, or create derivative works from TryLyst’s proprietary platform, software, materials, systems, or methodologies except as expressly authorized by TryLyst in writing or permitted by applicable law.

Nothing in these Terms limits Brand’s rights in Brand-owned materials or its licensed rights in Campaign Content.

Brand Accounts and Security

Where TryLyst provides Brand with access to a TryLyst account, dashboard, Content Library, reporting interface, or other restricted portion of TryLyst’s platform, Brand is responsible for maintaining the confidentiality and security of its login credentials and account access.

Brand may not knowingly share access credentials with unauthorized persons or permit unauthorized use of its TryLyst account.

Brand must promptly notify TryLyst if Brand becomes aware of or reasonably suspects unauthorized access to its TryLyst account, compromised credentials, or another security incident involving TryLyst’s platform or information made available through it.

TryLyst may temporarily suspend or restrict account access when TryLyst reasonably believes such action is necessary to protect the platform, Campaign participants, Creator information, Brand information, or TryLyst’s systems.

Creator Information and Privacy

Brand may receive or have access to limited information regarding Creators through TryLyst in connection with a Campaign.

Creator personal information, contact information, account information, Campaign information, or other non-public Creator data made available through TryLyst may be used only as reasonably necessary for the applicable Campaign and for legitimate purposes consistent with these Terms.

Access to Creator information does not grant Brand ownership of such information or an unrestricted right to collect, retain, disclose, sell, independently market to, or otherwise use Creator personal information for unrelated purposes.

Brand may not use Creator information obtained through TryLyst to circumvent TryLyst, build an independent Creator contact database, or directly solicit Creators in violation of the Non-Circumvention provisions above.

Brand is responsible for handling any Creator personal information it receives in accordance with applicable privacy and data-protection laws.

TryLyst’s collection and processing of personal information is governed by its applicable Privacy Policy.

Confidentiality

Each party may receive confidential or proprietary information from the other in connection with a Campaign.

Each party agrees to use the other party’s confidential information only as reasonably necessary to perform or receive the Services and not to disclose such information to third parties except to personnel, contractors, Creators, professional advisers, or service providers who reasonably need the information and are subject to appropriate confidentiality obligations.

Confidential information does not include information that is publicly available through no breach of these Terms, independently developed without use of the other party’s confidential information, or lawfully received from a third party without confidentiality restrictions.

Indemnification

Brand will defend, indemnify, and hold harmless TryLyst, its affiliates, officers, employees, contractors, and participating Creators from third-party claims, actions, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees to the extent arising out of or relating to:

• Brand’s products, including allegations of product defect, injury, safety issues, or regulatory noncompliance;
• materials, trademarks, intellectual property, claims, statements, or instructions supplied by Brand;
• allegations that Brand-provided materials infringe or violate a third party’s intellectual property or other rights;
• Brand’s material breach of these Terms or the applicable Campaign Agreement; or
• Brand’s unlawful or unauthorized use of Campaign Content.

TryLyst will provide Brand with reasonably prompt notice of a covered third-party claim and reasonable cooperation, at Brand’s expense, in connection with the defense of the claim. Failure to provide prompt notice will relieve Brand of its obligations only to the extent Brand is materially prejudiced by the delay.

Brand may control the defense and settlement of a covered third-party claim, provided Brand may not enter into a settlement that admits wrongdoing by, imposes non-monetary obligations on, or otherwise materially affects TryLyst or a participating Creator without TryLyst’s prior written consent, which will not be unreasonably withheld.

These indemnification provisions address third-party claims and do not, by themselves, create a right to recover attorneys’ fees incurred in a direct contractual dispute between Brand and TryLyst.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR REPUTATIONAL HARM, ARISING OUT OF OR RELATING TO A CAMPAIGN, THE SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRYLYST’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR CAMPAIGN, THE SERVICES PROVIDED IN CONNECTION WITH THAT CAMPAIGN, OR THE APPLICABLE CAMPAIGN AGREEMENT WILL NOT EXCEED THE CAMPAIGN FEES ACTUALLY PAID TO TRYLYST FOR THE CAMPAIGN GIVING RISE TO THE CLAIM, EXCLUDING PRODUCT REIMBURSEMENT FUNDS, TAXES, AND THIRD-PARTY PAYMENT-PROCESSING FEES.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED. THE FOREGOING LIMITATIONS ARE NOT INTENDED TO LIMIT LIABILITY FOR FRAUD OR WILLFUL MISCONDUCT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.

Some jurisdictions may not permit certain exclusions or limitations of liability, in which case the applicable limitation will apply only to the maximum extent permitted by law.

Third-Party Platforms and Retailers

TryLyst is not responsible for the availability, functionality, policies, moderation decisions, outages, algorithm changes, account restrictions, advertising approvals, or other actions of third-party platforms, retailers, marketplaces, payment processors, social media services, or other third parties.

Campaign performance may be affected by such third-party actions.

Force Majeure

Neither party will be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, severe weather, government action, labor disruptions, retailer or platform outages, transportation disruptions, widespread product shortages, internet or telecommunications failures, or similar events.

The affected party will use reasonable efforts to resume performance when practicable.

No Subscription or Automatic Renewal

Unless expressly stated in a Campaign Agreement, TryLyst Campaigns do not create a subscription, minimum future Campaign commitment, or automatic renewal obligation.

Each Campaign is separately authorized by Brand.

Changes to These Terms

TryLyst may update these Terms from time to time.

The version applicable to a Campaign will be the version in effect when the applicable Campaign Agreement is accepted, unless the parties expressly agree otherwise in writing.

Material changes to an active Campaign’s contractual terms will not apply retroactively unless agreed to by both parties.

Governing Law and Venue

These Terms and each Campaign Agreement will be governed by the laws of the State of Delaware, without regard to its conflict-of-law principles.

Any dispute arising out of or relating to these Terms or a Campaign Agreement will be brought in a state or federal court having jurisdiction in Delaware, and each party consents to the jurisdiction of such courts, unless the parties expressly agree in writing to another dispute-resolution procedure.

General Terms

These Terms together with the applicable Campaign Agreement constitute the entire agreement between TryLyst and Brand regarding the applicable Campaign and supersede prior discussions, proposals, representations, and communications concerning the same subject matter.

Brand represents that the individual accepting these Terms or a Campaign Agreement on Brand’s behalf has authority to bind Brand to the applicable agreement.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in effect.

A party’s failure or delay in enforcing any provision does not waive its right to enforce that provision or any other provision later.

Brand may not assign a Campaign Agreement without TryLyst’s prior written consent, except as part of a merger, acquisition, corporate reorganization, or sale of substantially all of Brand’s applicable business or assets, subject to applicable law.

TryLyst may use employees, independent contractors, service providers, and other third parties as reasonably necessary to provide the Services.

Electronic acceptance, electronic signatures, approval of a Campaign Agreement, and payment may constitute valid acceptance of these Terms to the extent permitted by applicable law.

Order of Precedence

If documents governing a Campaign contain conflicting terms, the following order will apply unless expressly stated otherwise: the applicable Campaign Agreement or signed Statement of Work; these Brand Terms; the applicable Campaign Brief or Creator Guidelines; and other TryLyst materials relating to the Campaign.

TryLyst’s Privacy Policy governs TryLyst’s collection and processing of personal information.

Contact

Questions regarding these Brand Terms may be directed to:

TryLyst LLC Delaware, United States Email: info@trylyst.com Website: trylyst.com