This is a non-binding English translation. The German version is the sole legally binding version.

Talent Agreement

Effective date: 2026-06-28

Preamble

This Talent Agreement (framework agreement) is concluded between iMonial GmbH (" iMonial ") and the registering natural person (" Talent "). iMonial operates a SaaS platform (the "Platform") that connects talents and brands for marketing collaborations. This Agreement governs the framework conditions for the registration and participation of the talent on the platform.

§ 1 Subject Matter and Scope

(1) This Talent Agreement ("Agreement") governs registration as a talent on the platform as well as the framework conditions for the use of the platform and participation in campaigns. In addition to this Agreement, the General Terms of Service of the platform ("Terms of Service") in the version valid at the time of conclusion of the contract apply. In the event of contradictions between this Agreement and the Terms of Service, the provisions of this Agreement prevail. For changes to this Agreement, the provisions of § 12 of the Terms of Service apply.

(2) Participation in individual campaigns is governed by separate Campaign Agreements ("Campaign Agreement"), each concluded as an independent contract between the talent and the respective brand owner or campaign operator. The Campaign Agreements contain campaign-specific provisions, in particular on rights of use, AI providers used, remuneration or consideration, and publication rules. For clarification: unless expressly regulated otherwise, iMonial is not a contracting party to the Campaign Agreement.

(3) The specific rights and obligations of the talent (in particular grant of rights of use, remuneration, duration of the campaign) with regard to a campaign arise only upon conclusion of the respective Campaign Agreement between the talent and the owner of a brand. The talent is not obliged to accept campaigns.

(4) This Agreement applies exclusively with regard to the subject matter. Conflicting terms and conditions of the talent or those deviating from this Agreement do not apply, even if iMonial does not expressly object to their validity. This Agreement also applies if iMonial, with knowledge of conflicting or deviating conditions of the talent, performs services without reservation.

(5) There is no employment relationship, no quasi-employment relationship and no commercial agency relationship between iMonial and the talent. The talent is free in the organisation of its activity, is not subject to instructions regarding working time, place of work or working methods, and is entitled to be active for other clients and platforms.

§ 2 Definitions

The definitions of the Terms of Service (§ 2) apply. In addition, the following terms apply:

"Profile" means the representation created and maintained by the talent on the platform, which contains information about the talent and is made available to registered brands for inspection.

"Display name" means the name freely chosen by the talent under which the talent's profile is displayed on the platform. The display name may be a pseudonym or the legal name.

§ 3 Registration on the Platform and its Requirements

(1) For the registration of the talent on the platform, the requirements of § 3 of the Terms of Service apply. In addition, the following applies:

(2) Registration takes place either via an invitation link provided to the talent by iMonial or the owner of a brand, or within the scope of a publicly accessible registration, insofar as this has been enabled by iMonial.

(3) The registration is completed, at iMonial's choice, by verification of the talent's e-mail address or by authentication via an OAuth service supported by iMonial. Upon successful verification, this Agreement is concluded.

(4) iMonial reserves the right to refuse registrations or to make registration subject to additional conditions (e.g. identity verification). There is no entitlement to registration.

§ 4 Talent Profile

(1) After successful registration, the talent creates a profile on the platform. In doing so, the talent chooses a display name under which it appears on the platform vis-à-vis brands. The choice of display name must not infringe the rights of third parties.

(2) The talent's profile is visible exclusively to registered brands admitted by iMonial as well as to iMonial as platform operator on the platform. Public visibility of the profile (e.g. via search engines or without platform login) does not take place.

(3) The talent is responsible for the correctness, completeness and currency of the information contained in its profile. Incorrect or misleading information may lead to the temporary or, in the case of continued incorrectness, permanent suspension of the account.

(4) iMonial is entitled to use the talent's profile data for the purpose of matching with suitable campaigns and brands. This includes in particular the algorithmic and AI-assisted analysis of profile features to create campaign suggestions.

(5) The talent can update, supplement or remove individual information from its profile at any time via the platform, insofar as it is not mandatory information.

§ 5 Data Protection

(1) The processing of personal data of the talent necessary for the performance of this Agreement – in particular likeness, voice or body movements – takes place on the basis of Art. 6(1)(b) GDPR (performance of a contract). The processing includes in particular: (i) the collection, storage and preparation of campaign material and training data (in particular photos, videos and voice recordings) as a basis for the creation of AI-assisted content; (ii) the creation and storage of digital avatars of the talent using AI tools on the basis of the provided training data; (iii) the creation of marketing content (assets) within the scope of specific campaigns using the digital avatars; (iv) the processing of profile data for platform functions, in particular for campaign matching and the display of the profile vis-à-vis registered brands.

(2) The processing is limited to the scope described in para. 1. Processing of the talent's personal data for purposes that go beyond the operation of the platform, the creation of digital avatars and the production of campaign assets is not permitted without a separate legal basis. In particular, the use of campaign material, training data or avatars derived therefrom for training AI models for purposes unrelated to the platform or for disclosure to third parties outside the respective agreed campaign is excluded.

(3) iMonial informs the talent pursuant to Art. 13 GDPR, in the Privacy Policy available at https://imonial.com/privacy-policy/, about the details of the data processing, in particular about the categories of data processed, recipients, third-country transfers and retention period.

(4) The parties are aware that the processing is based on different legal bases and that this has effects on the talent's rights: (i) Insofar as the processing is based on the performance of a contract (Art. 6(1)(b) GDPR), there is no right of withdrawal under Art. 7(3) GDPR, since the processing is not based on consent; a right to object under Art. 21 GDPR likewise does not exist in this respect, since the processing is not based on Art. 6(1)(e) or (f) GDPR; the right to erasure under Art. 17 GDPR is tied to the term of this Agreement and the respective Campaign Agreement and only takes effect after the end of the contract under the conditions of § 15 of this Agreement. (ii) Insofar as the processing is based on consent under Art. 9(2)(a) GDPR, the talent can withdraw the consent at any time with effect for the future. The withdrawal does not affect the lawfulness of the processing carried out up to that point.

(5) Although likeness, voice or body movements of the talent are not processed for biometric identification within the scope of this Agreement, the talent grants, as a precaution, the explicit consent displayed during registration to the processing of its image and voice data as biometric data within the meaning of Art. 9(2)(a) GDPR. This precautionary consent serves as a safeguard for the case that the image and voice processing should, contrary to the parties' assessment, be qualified as processing of special categories of personal data.

§ 6 Personality Rights and Right to One's Own Image

(1) Upon conclusion of this Agreement, the talent grants iMonial the revocable personality-rights consent to process and use its likeness, its voice and its name or display name for the following purposes:

(a) Display of the profile on the platform vis-à-vis registered and admitted brands for the purpose of campaign matching (profile display);

(b) Processing by processors for AI-assisted content creation for platform functions, in particular the creation of profile content and the optimisation of the profile display.

(2) This consent is to be distinguished from the campaign-specific consents granted in the respective Campaign Agreements and exists alongside them. The present consent extends exclusively to use for platform functions and display vis-à-vis brands.

(3) The talent retains all personality rights that are not expressly granted by this Agreement or a Campaign Agreement. In particular, no comprehensive, unrestricted right of use to the talent's likeness, voice or name is granted.

(4) The talent can object at any time to the use of its data for platform functions. The objection can be made via the platform settings or by notice to privacy@imonial.com. The objection does not affect the lawfulness of the processing carried out up to that point. For the termination of processing within the scope of campaigns, the termination provisions of the Talent Agreement and the respective Campaign Agreement apply.

(5) The talent consents to its display name and profile picture being publicly visible on approved assets, including vis-à-vis persons who are not registered on the platform. The display serves to attribute the asset to the talent and to indicate authenticity. This consent applies for the term of the respective campaign. After the end of the campaign, the display name remains on the assets, unless a deviating arrangement is made in the Campaign Agreement (Annex A). The talent can request the removal of the display name at any time after the end of the campaign.

§ 7 Campaign Material and Training Data | Grant of Rights of Use

(1) Within the scope of platform use or in connection with campaigns, the talent can upload campaign material and training data (in particular photos, videos, voice recordings) to the platform. Training data serves as a basis for the AI-assisted creation of content, in particular for the creation of digital avatars of the talent. The specific requirements for training data are determined by the respective project context and communicated to the talent by iMonial or the relevant brand with which it has concluded a binding Campaign Agreement.

(2) The talent hereby grants iMonial a simple, sub-licensable to brands, temporally limited to the duration of the contractual relationship, spatially and substantively unrestricted right of use to use all uploaded campaign material and training data for the purpose of providing iMonial's services, including in particular the operation of the platform, the creation of a digital avatar of the talent, as well as the creation of campaigns with brands, in whole or in part. The foregoing grant of rights includes in particular the right to use uploaded campaign material and training data in the following ways:

(a) the right of reproduction (§ 16 UrhG), in particular for the purpose of storing the campaign material and training data in iMonial's systems, in particular the AI systems used;

(b) the right of adaptation and transformation (§ 23 UrhG), in particular for the purpose of the AI-based processing process;

(c) the right of making available to the public (§ 19a UrhG), in particular for display on the platform as well as in campaigns.

(3) The talent warrants to iMonial that:

(a) it holds all copyrights, rights of use, exploitation rights, ancillary copyrights, naming rights, personality rights, trademark rights and/or other industrial property rights (together the "Protective Rights") necessary for the contractually intended use of the uploaded campaign material and training data;

(b) the campaign material and training data do not infringe any protective rights of third parties;

(c) it is authorised to grant iMonial and its contractual partners the rights to the campaign material and training data specified in this Agreement and in the respective Campaign Agreement;

(d) the campaign material and training data do not violate applicable law, in particular not criminal provisions, the laws for the protection of minors, the Act against Unfair Competition and/or the General Equal Treatment Act;

(e) insofar as third parties are recognisably depicted or audible in the campaign material or training data, the talent has obtained explicit written consent from these third parties to the contractually intended use (including the AI-assisted processing) and presents it to iMonial upon request.

(4) In the event of culpable breach of the warranties pursuant to para. 3, the talent is liable for damages and indemnifies iMonial in accordance with the provisions of § 11.

(5) Training data uploaded outside a campaign for platform functions may be processed and used by iMonial using processors for AI-assisted content creation.

(6) Campaign material and training data uploaded in connection with a specific campaign are subject to the provisions of the respective Campaign Agreement.

§ 8 AI Processing for Platform Functions

(1) iMonial is entitled, also using sub-service providers, to generate AI-assisted content on the basis of the talent's profile and training data, insofar as this is necessary for platform functions. Platform functions include in particular:

(a) the creation of profile content;

(b) the optimisation and preparation of the profile display (e.g. automatic image editing, profile suggestions);

(2) iMonial will label AI-assisted content in accordance with the requirements of Art. 50 of Regulation (EU) 2024/1689 (EU AI Act). The labelling takes place in the metadata. An additional visible labelling may take place at any time at iMonial's free discretion.

§ 9 Campaign Participation

(1) Talents can be invited to campaigns by brands or by iMonial, or apply independently for campaigns displayed to them on the platform. There is no entitlement of the talent to invitation to or participation in campaigns.

(2) Participation in each campaign requires the conclusion of a separate Campaign Agreement of the talent with the brand. The Campaign Agreement establishes an independent contract of the talent with the respective brand and will in particular regulate:

(a) the campaign-specific parameters (description, scope, period, content specifications, type of content to be created – required campaign material and/or AI-assisted content such as image, video and voice recordings);

(b) the rights of use granted to or reserved by the talent in the AI-assisted assets created within the scope of the campaign;

(d) the consideration for the talent (e.g. extended free platform access, asset usage rights, possibly monetary remuneration);

(e) the rules for the publication and distribution of the content created.

(3) The talent may use AI-assisted assets from campaigns exclusively if and only to the extent that the respective Campaign Agreement expressly provides for it. Without a corresponding approval in the Campaign Agreement, the talent has no right to use, distribute or publish assets. Interim results, drafts and assets not approved by all contracting parties may not be distributed, published or made accessible to third parties by the talent.

§ 10 Remuneration and Platform Access

(1) The beta provisions of the Terms of Service apply. During the beta phase, access for talents is free of charge.

(2) iMonial reserves the right to introduce paid functions or subscription models after the end of the beta phase. The talent will be informed of such changes at least 30 calendar days before they take effect in text form (e-mail is sufficient). In this case, the talent has a special right of termination at the time the change takes effect.

(3) Campaign-specific considerations (e.g. temporally extended free platform access, the right to use AI-assisted assets for one's own purposes) are regulated in the respective Campaign Agreement. There is no entitlement to a specific type or amount of consideration.

(4) An entitlement to monetary remuneration exists only if this is expressly agreed in a Campaign Agreement.

(5) Each party bears its own tax obligations. The tax assessment of any benefits received (monetary or non-monetary) is incumbent on the respective party receiving the benefit.

(6) The placement fees, platform fees, fees for creative services and other remuneration components agreed between a brand and iMonial are confidential business information of iMonial. Decisive for the talent is exclusively the remuneration or consideration shown in the respective Annex A, including the fee rates shown therein. A claim of the talent for information beyond this about the amount, calculation or composition of the fees agreed between iMonial and brands does not exist, insofar as a right to information does not arise from mandatory law. Unaffected remain the information in the respective Annex A as well as the talent's right, in the case of commission protection (§ 14(5)), to provide evidence that no damage or lesser damage has occurred; iMonial provides the talent with the information necessary for this upon request.

§ 11 Indemnification by the Talent

(1) The talent indemnifies iMonial, its legal representatives, employees and vicarious agents against claims of third parties, insofar as the talent is responsible for the infringement and the claims arise out of or in connection with the following circumstances:

(a) a breach of the warranties regarding the campaign material and training data pursuant to § 7(3) of this Agreement;

(b) an infringement of protective rights of third parties by campaign material, training data or profile content provided by the talent;

(2) The indemnification includes the reimbursement of the reasonable costs of legal defence incurred by iMonial, including all court and attorney costs in the statutory amount. The talent is obliged to support iMonial to the best of its ability in defending against asserted claims and to provide all information necessary for this without undue delay.

§ 12 Liability of iMonial

(1) For the liability of iMonial, the provisions of § 9 of the Terms of Service apply.

(2) The results of AI-assisted functions may vary for technical reasons. For assets, the approval workflow pursuant to the respective Campaign Agreement applies.

§ 13 Protection of Personality Rights

(1) iMonial maintains a reporting office for the unauthorised use of personality features of the talents (reachable at mail@imonial.com).

(2) In the case of infringements that have become known (in particular deepfakes or unauthorised use of the talent's likeness, voice or name), iMonial offers the talent advisory support in initiating suitable measures. The support is not legal advice.

§ 14 Confidentiality

(1) The talent undertakes to treat non-public information about the platform, its functioning, technology, algorithms and business model as confidential and not to disclose it to third parties.

(2) The confidentiality obligation does not apply to information that (i) has become publicly known without the fault of the talent, (ii) was already known to the talent before disclosure, (iii) was lawfully communicated to the talent by a third party without a confidentiality obligation, or (iv) must be disclosed due to statutory provisions or an official or judicial order.

(3) The confidentiality obligation survives the termination of this Agreement and continues to exist for a period of two (2) years after the end of the contract.

(4) Campaign-specific confidentiality (in particular campaign details, brand information, remuneration details) is governed by the respective Campaign Agreement.

(5) Contacts between the talent and brands established via the iMonial platform are, during the term of the contract and for twelve (12) months after its termination, to be processed via the platform, insofar as the collaboration falls within the scope of services of the platform and monetary remuneration has been agreed within the scope of the platform (commission protection). In the event of circumvention of this obligation, the circumventing party is obliged to reimburse iMonial for the lost placement fee. The amount is calculated according to the rates set out in Annex A of the respective Campaign Agreement, but at most in the amount of the placement fee last paid. The talent and the brand are entitled to provide evidence that no damage or lesser damage has occurred. For campaigns without monetary remuneration, there is no commission protection.

(6) The talent treats the amount of the placement, platform and creative fees collected by iMonial as well as the underlying calculation bases as confidential information within the meaning of para. 1, insofar as they become known to it. Insofar as this information meets the requirements of a trade secret within the meaning of § 2 No. 1 of the Trade Secrets Act (GeschGehG), the provisions of the GeschGehG apply additionally. Information disclosed to the talent in the respective Annex A is subject to the campaign-specific confidentiality pursuant to the respective Campaign Agreement (§ 13).

(7) The exceptions pursuant to para. 2 as well as § 10(6) sentence 4 remain unaffected.

§ 15 Term and Termination

(1) This Agreement is concluded for an indefinite period. It enters into force upon the successful registration of the talent on the platform (cf. § 3(3)).

(2) Both parties may terminate this Agreement by ordinary termination with a notice period of 14 days. The termination requires text form; transmission by e-mail is sufficient. The talent can also declare the termination via a corresponding function on the platform.

(3) iMonial is entitled to extraordinary termination for good cause, in particular if the talent:

(a) breaches the warranties pursuant to § 7(3) (campaign material and training data);

(b) breaches the community guidelines or Terms of Service of the platform in a significant manner;

(d) provided materially incorrect information upon registration;

(e) uses the platform for purposes that run counter to the purpose of the contract or are likely to damage the reputation of iMonial or of the brands registered on the platform.

(4) Upon the termination taking effect, the talent account is deactivated and the talent's profile is removed from visibility for brands. Access to the platform is blocked.

(5) The termination of this Agreement does not affect the existence of ongoing Campaign Agreements. These remain in force in accordance with their own provisions and are properly processed.

(6) Rights validly granted to iMonial or brands in AI-assisted assets within the scope of concluded Campaign Agreements continue to exist after the termination of this Agreement for the duration agreed in the respective Campaign Agreement (Annex A).

(7) The deletion of the talent's personal data after the termination of the Agreement is governed by the provisions of the Privacy Policy as well as the statutory retention periods (in particular pursuant to §§ 147 AO, 257 HGB). iMonial will delete or anonymise personal data for which no statutory retention obligation exists after expiry of a reasonable period.

§ 16 Final Provisions

(1) The final provisions of the Terms of Service (§ 13) apply, in particular on the choice of law (German law to the exclusion of the CISG), the place of jurisdiction (Karlsruhe) and the consumer protection rule (Rome I Regulation, Brussels Ia Regulation). Only the German version is legally binding for the conclusion of the contract.

(2) Should a provision of this Agreement be or become invalid, the validity of the remaining provisions remains unaffected.

(3) Changes to this Agreement require at least text form.