PLAUD INFLUENCER TERMS AND CONDITIONS

Last Updated: June 15, 2026

These Influencer Terms & Conditions (this "ITC") govern the engagement by a Plaud entity specified in the Work Order ("Plaud") of vendors, agencies, talent management entities, and individual creators (each, "Vendor") to engage influencers for the purpose of producing and publishing promotional content for Plaud's products and services. By signing, electronically accepting, or otherwise indicating assent to a Work Order that references this ITC, or by performing any Services thereunder, Vendor and the influencer named in such Work Order (the "Influencer") shall be bound by this ITC. Capitalized terms not defined inline shall have the meanings set forth in Appendix A.

1. ORDER OF PRECEDENCE.

The Work Order and this ITC shall together constitute the Agreement. Where the Work Order and this ITC address the same matter, the Work Order shall prevail with respect to that matter. In all other respects, this ITC shall control.

Plaud may update this ITC from time to time by publishing the revised version. The version of this ITC applicable to any Work Order shall be the version in effect on the effective date of such Work Order.

2. ENGAGEMENT.

Vendor shall engage the Influencer to perform certain services and contribute certain videos, stories, posts, and other content (each a "Content Piece" and collectively, the "Content Pieces"), and to provide the scripts and other associated materials (together with the Content Pieces, the "Services and Deliverables"), for use on the Influencer's Channels and, to the extent agreed by Vendor, on Plaud's websites, Amazon, YouTube, Facebook, TikTok, and any other channels Plaud may designate.

Vendor shall cause the Influencer to perform this Agreement, including providing the Services and Deliverables, granting the rights set forth herein, and complying with the obligations and covenants in the Agreement. The absence of the Influencer's signature on the Work Order shall not affect the validity or enforceability of the Agreement. Vendor acknowledges that Plaud has entered into the Agreement in reliance upon the personal performance of the Influencer. Accordingly, any failure, act, or omission by the Influencer in connection with the Agreement shall constitute a breach by Vendor.

The relationship between the parties is that of independent contractors. Nothing contained herein shall create any agency, partnership, joint venture, employment, or fiduciary relationship, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

3. CONTENT REQUIREMENTS.

Each Content Piece must:

  • feature Plaud's brand messaging;
  • reflect the Influencer's honest opinions, beliefs, and actual experience;
  • be newly created for the Campaign and not previously published or licensed in any form;
  • not be obscene, derogatory, abusive, offensive, discriminatory, or potentially defamatory, and must be consistent with the goodwill and brand image of Plaud and its products; and
  • comply with the Influencer Guidelines and all applicable laws, rules, regulations, and industry codes.

Any use of artificial intelligence or generative AI tools to create or materially alter any voice, image, or video component of a Content Piece (including voice cloning, face replacement, lip-sync alteration, or AI-generated product demonstrations) shall be disclosed to Plaud in writing in advance and is subject to Plaud's prior written approval. The final Content Piece must not mislead viewers as to whether the Influencer personally appears, speaks, or uses the relevant Plaud product, and must comply with any AI-disclosure requirements under applicable laws and platform policies.

Vendor and the Influencer shall not repurpose any Content Piece for any third party, including any competitor of Plaud, regardless of whether the Plaud Marks have been removed or altered. Any such repurposing shall constitute a material breach of this Agreement.

4. APPROVAL.

4.1 Submission and edits. Unless otherwise specified in the Work Order, Vendor shall submit each script and first draft of any Content Piece by the Draft Due Date set forth in the Work Order, or in the absence thereof, at least seven (7) business days prior to the Go-Live Date. Plaud shall be entitled to the number of edit rounds set forth in the Work Order, or in the absence thereof, no fewer than two (2) rounds. The final published version of any Content Piece must be identical to the version approved by Plaud in writing, and no Content Piece shall be published without Plaud's written approval. Plaud shall use reasonable efforts to review and respond to drafts in a timely manner.

4.2 Final approval authority. Notwithstanding anything in the Work Order or any communication between the parties to the contrary, Plaud shall have final approval authority over all Content Pieces, which Plaud shall exercise reasonably and in good faith.

4.3 No obligation to publish. Plaud shall be under no obligation to publish, distribute, or otherwise use any Content Piece. Plaud's decision not to publish or use any Content Piece shall not entitle Vendor or the Influencer to any additional compensation or termination right, provided that Plaud has paid the Service Fees due for Deliverables it has accepted in writing.

4.4 Corrections and take-downs. If Plaud notifies Vendor that any Content Piece fails to comply with the Agreement or applicable law, Vendor shall, within twenty-four (24) hours of such notice, remove the Content Piece, or revise it as Plaud may reasonably direct. If any Content Piece remains non-compliant, Plaud may, alone or in combination:

  • make corrections itself or through its agencies and recover the reasonable cost from Vendor;
  • require permanent take-down of the Content Piece;
  • withhold all or any portion of the Service Fees; and
  • terminate this Agreement pursuant to Section 10.

4.5 Time being of the essence. All Go-Live Dates and submission deadlines set forth in the Work Order are material terms of this Agreement. Failure to meet any such date without Plaud’s prior written consent shall constitute a material breach of this Agreement; provided that Plaud shall not unreasonably withhold consent to reasonable scheduling adjustments requested by Vendor in a timely manner.

5. SERVICE FEES.

In consideration of Vendor's and the Influencer's complete performance of this Agreement, Plaud shall pay the Service Fees in accordance with the Payment Terms set forth in the Work Order, or in the absence thereof, within thirty (30) days after (i) Plaud's written acceptance of the Services and Deliverables, (ii) Plaud's receipt of Vendor's valid invoice, and (iii) the satisfaction of all other requirements of this Agreement.

The Service Fees shall be inclusive of, and Vendor shall assume and pay, all taxes, withholdings, fees, assessments, costs, and expenses of any kind required by law. The Service Fees shall constitute full and final consideration for the Services and Deliverables and all rights granted herein, including the rights granted under Sections 6 and 7. Vendor agrees not to, and shall cause the Influencer not to, seek or pursue any additional compensation from Plaud or its officers, directors, agents, or representatives.

Upon reasonable evidence, Plaud may withhold all or any portion of the Service Fees that relates to any Content Piece or Services that Plaud has not accepted in writing, or that Plaud reasonably believes does not comply with the Agreement.

6. INTELLECTUAL PROPERTY.

6.1 Third-party releases. Vendor and the Influencer shall be solely responsible, at their own cost, for obtaining all third-party releases and permissions in writing required for each Content Piece, including but not limited to releases from individuals appearing in the Content Pieces and permissions for any locations, music, fonts, software, and other third-party materials, and shall provide copies thereof to Plaud upon request. For the avoidance of doubt, third-party releases shall include synchronization rights, master recording rights, and public performance rights for any music or sound recording embedded in any Content Piece, and Vendor shall pay any and all royalties or fees due to any music publisher, record label, performing rights organization, or other third party arising therefrom.

6.2 Plaud Marks. Any copyrights, materials, trademarks, trade names, logos, service marks, and other indicia of Plaud (collectively, the "Plaud Marks"), and any materials provided to Vendor or the Influencer by Plaud, shall be owned exclusively by and shall inure solely to the benefit of Plaud. Neither Vendor nor the Influencer shall:

  • claim any right in or to the Plaud Marks;
  • register or attempt to register any Plaud Marks or any mark confusingly similar thereto;
  • bid on any Plaud Mark as a keyword on any search engine or marketplace; or
  • use or modify any Plaud Marks except as expressly authorized in writing by Plaud in each instance.

6.3 Rights in the Content Pieces. The IP License option specified in the Work Order shall govern the rights in the Content Pieces.

Option A — Full Assignment. Plaud shall be the sole and exclusive owner of all right, title, and interest in and to the Content Pieces, including all copyrights and other intellectual property rights therein. Plaud shall own each Content Piece as a work made for hire as defined in Section 101 of the Copyright Act of 1976, or where U.S. law does not apply, under the equivalent provisions of the applicable jurisdiction's copyright law. To the extent any Content Piece does not qualify as, or otherwise fails to be, a work made for hire, Vendor and the Influencer hereby (i) assign, transfer, and otherwise convey to Plaud, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Content Pieces, including all copyrights and other intellectual property rights therein; and (ii) irrevocably waive any claims that the Influencer may now or hereafter have in any jurisdiction to so-called "moral rights" with respect to the Content Pieces.

Option B — License Only. The Influencer shall own and retain all right, title, and interest in and to the Content Pieces, subject to the license granted to Plaud herein. The Influencer hereby grants to Plaud and its Affiliates, and each of their respective direct and indirect licensees, successors, and assigns, non-exclusive, irrevocable, royalty-free right and license to use the Content Pieces, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, within the Usage Territory and Usage Media, in all formats and media whether now known or hereafter developed, for Plaud’s commercial and promotional purposes. For purposes of clarity and without limiting the foregoing, this license includes the right (i) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Content Pieces; and (ii) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content Pieces, including any derivative works thereof, in whole or in part.

Option C — None (Limited Publication Right). Plaud shall receive only the right to keep the Content Pieces published on the Influencer's Channels, and no other intellectual property rights shall be granted.

6.4 Usage scope.

The rights granted under this Section 6 shall apply to the Usage Territory and Usage Media set forth in the Work Order. In the absence thereof, the Usage Territory shall be worldwide and the Usage Media shall include all of Plaud's owned channels, social media, and earned media.

7. REGULATORY COMPLIANCE.

7.1 Advertising and Disclosure. Vendor and the Influencer shall comply with Appendix B - INFLUENCER GUIDELINES.

7.2 Privacy and Data Protection. Vendor shall comply with all applicable privacy and data protection laws, and shall keep strictly confidential any personal information of Plaud's personnel obtained in the course of performing the Agreement.

7.3 Anti-Bribery and Anti-Corruption. Vendor shall, and shall cause its employees, Affiliates, and subcontractors to, comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act. Vendor shall not offer any improper benefit to any personnel of Plaud or its Affiliates.

7.4 Code of Conduct. In addition to the foregoing, Vendor shall comply with Plaud’s Code of Conduct, available at https://global.plaud.ai/pages/code-of-conduct (or such successor URL as Plaud may designate). This document is incorporated herein by reference. Vendor agrees to comply with the Code of Conduct as it may be updated by Plaud from time to time.

8. CONFIDENTIALITY.

Vendor acknowledges that certain non-public information may be disclosed by Plaud to the Influencer or Vendor during the term of this Agreement ("Confidential Information"). Vendor and the Influencer shall not use Confidential Information for any purpose other than performing this Agreement, and shall not disclose Confidential Information to any third party except to personnel and representatives with a need to know who are bound by obligations of confidentiality at least as protective as those set forth herein.

If Vendor is legally compelled to disclose any Confidential Information, Vendor shall, where lawful, provide Plaud with prompt prior notice and cooperate with Plaud in seeking protective treatment.

9. REPRESENTATIONS AND WARRANTIES.

Vendor hereby represents and warrants that:

  • Vendor has all necessary rights to enter into this Agreement and to engage the Influencer to perform the Services and Deliverables;
  • the Content Pieces are original to the Campaign and reflect the Influencer's honest opinions, beliefs, and experience;
  • neither the Content Pieces nor Plaud's permitted use thereof will infringe any rights of any third party, result in any tort, injury, damage, or harm to any third party, or violate any applicable law, rule, regulation, or industry guideline;
  • the Influencer and Vendor have obtained all necessary assignments and releases from any third parties who may have created or contributed to, be depicted in, or have any rights to the Content Pieces; and
  • neither the Influencer nor any third party who may have contributed to or who is depicted in the Content Pieces is a member of any guild, union, or similar organization such that the use of the Content Pieces as contemplated hereunder would trigger any guild, union, or third-party payment or other obligation.

10. TERM AND TERMINATION.

10.1 Term. The term of this Agreement shall begin on the effective date of the Work Order and shall continue until the termination according to Section 10.

10.2 Termination for convenience. Plaud may terminate this Agreement for convenience by providing thirty (30) days' prior written notice. Upon such termination, Plaud shall pay the Service Fees for Deliverables accepted by Plaud in writing prior to termination, and any prepaid amounts in excess thereof shall be refunded to Plaud promptly.

10.3 Termination for cause. Notwithstanding the foregoing, Plaud may terminate this Agreement immediately, without any liability, upon written notice in the event of any of the following, based on Plaud's reasonable good-faith determination supported by objective facts:

  • the Influencer or Vendor engages in conduct that materially harms Plaud's brand, reputation, goodwill, or image, including becoming the subject of public scandal, criticism, investigation, legal proceedings, or adverse media coverage (whether true or not), or committing fraud, defamation, a criminal offense, or a regulatory violation;
  • the relationship between Vendor and the Influencer deteriorates to a degree that adversely affects the Services or Deliverables, including the rise of disputes, conflicts, or controversies between them;
  • the Influencer breaches the obligations regarding Anti-Surveillance as set forth in Influencer Guideline;
  • the Influencer or Vendor fails to deliver any Content Piece in accordance with the Work Order;
  • Vendor materially breaches this Agreement and fails to cure such breach within seven (7) days of written notice (or such longer period as Plaud may grant in writing); or
  • Vendor or the Influencer becomes insolvent, files for bankruptcy, or becomes the subject of insolvency proceedings.

10.4 Effect of termination for cause. Upon termination for cause:

  • Vendor shall not be entitled to any further Service Fees;
  • any Service Fees previously paid that relate to Deliverables not accepted, or to a campaign that fails to run, shall be refunded to Plaud within ten (10) days of Plaud's request;
  • if Plaud reasonably determines based on evidence, that Vendor or the Influencer has committed any act that materially harms Plaud's reputation, goodwill, or image, Plaud may require Vendor to refund a reasonable and proportionate portion of the Service Fees previously paid under the relevant Work Order; and
  • Vendor and the Influencer shall immediately cease use of the Plaud Marks and any Plaud-provided materials.

10.5 Survival. Sections 5, 6, 7, 8, 10, 11 and 12, and any other provisions intended by their nature to survive, shall survive termination or expiration of this Agreement.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY.

11.1 Indemnification. Each party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other party and its officers, employees, directors, agents, representatives and licensees against any and all claims, demands, liabilities, reasonable costs and expenses (including reasonable attorneys’ fees) arising out of, or in any way connected with: (i) the rights and permissions granted herein, including, without limitation, any claims for intellectual property infringement, invasion of privacy, unauthorized use of personal information, infringement of rights of privacy or publicity, defamation, and any other personal and/or property rights; (ii) any material breach of any obligation, representation,    or warranty herein; or (iii) any negligence or willful misconduct on the part of the Indemnifying Party.

11.2 Limitation of liability. In no event shall either party be liable for any loss of data, loss of profits, or any indirect, incidental, consequential, special, punitive, exemplary, or reliance damages arising from or in connection with this Agreement, regardless of theory of liability.

12. GOVERNING LAW AND DISPUTE RESOLUTION.

This Agreement shall be governed by the laws of Singapore, without regard to its conflict-of-laws principles. Any dispute arising from or in connection with this Agreement shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in effect at the time of the notice of arbitration. The seat of arbitration shall be Singapore, the language of arbitration shall be English, and the tribunal shall consist of one arbitrator. The award shall be final and binding upon the parties.

Notwithstanding the foregoing, Plaud may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, the Plaud Marks, or its Confidential Information.

13. GENERAL.

13.1 Assignment. Vendor may not assign or delegate any benefits or obligations under this Agreement without Plaud's prior written consent, and any purported assignment in violation of this Section shall be void. Plaud may    assign this Agreement to any Affiliate, or to any successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, without Vendor's consent, provided that Plaud shall notify Vendor in writing within thirty (30) days of any such assignment.

13.2 Counterparts; electronic signature. This Agreement may be executed in one or more counterparts. This Agreement and any subsequent amendments or addenda may be signed or transmitted by electronic or digital means, and signatures by electronic or digital means (including any reproduction of signatures by electronic or digital means) shall be treated as binding as if original. Signatures must be legible. Delivery of a facsimile or PDF copy of a signed counterpart of any Work Order shall constitute delivery of a valid signature.

13.3 Entire agreement; amendments. This Agreement represents the entire understanding between the parties regarding its subject matter and supersedes all prior agreements relating thereto, whether oral or written. No waiver, modification, or amendment of any Work Order shall be valid unless in writing and signed by both parties.

13.4 Severability. If any provision of this Agreement is held to be unenforceable by a court or tribunal of competent jurisdiction, such provision shall be enforced to the maximum extent possible, and the remaining provisions shall remain in full force and effect.

13.5 No third-party beneficiaries. Except for Plaud's Affiliates (as licensees and indemnified parties), this Agreement does not create any rights for third parties.

APPENDIX A — DEFINITIONS

Under this Agreement, the following capitalized terms shall have the meanings set forth below.

"Affiliate" of an organization means any other organization that directly or indirectly Controls, is Controlled by, or is under common Control with the first organization. "Control" over an organization means (i) owning fifty percent (50%) or more of the voting securities or ownership interests of the organization, or (ii) having the power to direct the management or policies of the organization.

"Campaign" means the marketing campaign described in the applicable Work Order.

"Content Piece" has the meaning set forth in Section 2, and "Content Pieces" means all such Content Pieces collectively.

"Deliverables" means the Content Pieces and any related drafts, source files, raw footage, and supporting materials specified in the applicable Work Order.

"Embargo Date" means the date and time before which no Content Piece may be published, as specified in the applicable Work Order.

"Go-Live Date" means the date(s) for publication of Content Pieces specified in the applicable Work Order.

"Influencer" has the meaning set forth in the preamble.

"Influencer's Channels" means the social media accounts, websites, podcasts, and other distribution channels owned or operated by the Influencer and identified in the applicable Work Order.

"Service Fees" means the amounts payable to Vendor as set forth in the applicable Work Order.

"Services" means the promotional and marketing services performed by Vendor and the Influencer under the Agreement.

"Usage Media" and "Usage Territory" mean the media and geographic scope of the rights granted under Section 6, as specified in the applicable Work Order.

"Work Order" means the campaign-specific order signed by Plaud and Vendor that references this ITC.

APPENDIX B - INFLUENCER GUIDELINES

The following guidelines shall be followed by Influencers engaged by Company to promote its brands or products. If you have questions about Company or its products, please reach out to your Company marketing contact.

  1. You must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255) (if applicable) , including making:
  • a) statements that reflect your honest beliefs, opinions, and experiences; and
  • b) clear and conspicuous disclosure about your connection to us in all of your posts, making it clear that you are a paid influencer and have received free products/services/travel/other incentive (if any) . You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about Company, the brands, and products or services and it must be unavoidable. You must 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.
  1. You must participate in any training we require which is designed to ensure compliance with FTC’s guides (if applicable) .
  1. To better understand your responsibilities under the Endorsement Guides, you must review:
  1. You must not:
  • a) make deceptive or misleading claims about our products/services or our competitors’ products or services;
  • b) make any claims about our products/services or our competitors’ products or services that are not backed up by evidence;
  • c) disclose any of our confidential information;
  • d) disparage Plaud or our brands, products and services;
  • e) engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
  • f) offer for sale or solicit products on behalf of Plaud;
  • g) make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
  • h) post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
  • i) use ethnic slurs, personal insults, obscenity, or other offensive language; and
  • j) make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Company’s consumers or other individuals.
  1. You must adhere to:
  • a) the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of Company, understanding that any these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements (if applicable) ; and
  • b) any additional guidelines provided by Company, such as product-specific program requirements and our Social Media Endorsement Policy.
  1. You must not create fake followers or engagement on social media platforms, such as:
  • a) buying followers;
  • b) using bots to grow audience size by automating account creation, following, commenting, and liking; or
  • c) post fake sponsored content.
  1. You must follow the guidelines below:
  • a) DO make sure that the content you post complies with the Company’s marketing campaign and objectives.
  • b) DO make sure that Company’s products are shown being used in the manner specified, directed or intended by the Company.
  • c) DO spread the word if you like our products.
  • d) DO tell us if you don’t like one of our products. Telling us why will help us improve.
  • e) DON’T show the products in a way that will confuse your audience. For example, it should be clear that the products are the Company’s products and are being used in the manner specified by the Company.
  • f) DON’T say anything hateful, obscene, indecent or defamatory on your blog or social media channel.
  • g) DON’T use the Company’s name, logo or any of our brand names or logos for any purpose other than product reviews unless you have our permission.
  1. Promotional Content Restrictions (Anti-Surveillance)

You must not, directly or indirectly, in any medium or format (including, but not limited to, verbal statements, written copy, social media captions, video demonstrations, imagery, or metadata/keywords) , market, position, or otherwise describe the Company’s product (the “Product”) in a manner that:

  • a) Implies Illicit or Covert Use: Explicitly or implicitly positions the Product as a tool for eavesdropping, surveillance, illicit recording, interception, unauthorized monitoring, or any other form of covert data capture of any third party.
  • b) Encourages Misconduct: Encourages, suggests, or depicts the Product being used in violation of any applicable laws regarding privacy, consent-to-record, wiretapping, or intellectual property rights.
  • c) Focuses on Secret Operation: Describes or promotes any feature of the Product primarily by emphasizing its ability to capture data or record conversations covertly, secretly, or without the explicit knowledge and consent of all participants.
  • d) Uses Prohibited Terminology: Employs the terms “spy,” “spying,” “covert recorder,” “secret surveillance,” “hidden listening device,” or any functionally similar term in the Product’s title, description, promotional tags (e.g., hashtags, keywords) , or voiceovers.