Content Creator
Consent, Release, License &
One-Time Services Agreement

CONSENT, RELEASE, LICENSE, AND ONE-TIME SERVICES AGREEMENT
(User-Generated Content)

This Consent, Release, License, and One-Time Services Agreement (this “Agreement”) is entered into by and between EllaDx, LLC, a Texas limited liability company, with its principal place of business at 1630 W Prosper Trail #620, Prosper, Texas 75078 (“Company”), and the undersigned individual (“Creator”). Company and Creator may be referred to individually as a “Party” and collectively as the “Parties.”

1. DEFINITIONS

1.1 “Content” means any and all videos, photographs, audio recordings, testimonials, reviews, scripts, captions, written materials, concepts, raw footage, drafts, deliverables, and other creative works, in any format, submitted, provided, or created by Creator for or on behalf of Company in connection with the engagement.

1.2 “Likeness” means Creator’s name, image, photograph, likeness, voice, biography, persona, and any other indicia of identity.

1.3 “Licensed Materials” means, collectively, the Content and the Likeness.

1.4 “Company Parties” means Company, its parents, subsidiaries, affiliates, successors, assigns, licensees, sublicensees, distributors, designees, and each of their respective officers, directors, employees, agents, representatives, and contractors.

0.5 Licensed Medical Professionals; No Medical Advice. If Creator is a licensed medical professional (including but not limited to physicians, nurses, nurse practitioners, physician assistants, dietitians, pharmacists, or any other individual holding a professional healthcare license or certification) or represents themselves as such in any Content, Creator expressly acknowledges and agrees that: (a) Creator is acting solely in the capacity of a content creator and brand collaborator, and not in any clinical, advisory, or professional medical capacity; (b) Creator shall not provide, offer, or imply the provision of medical advice, clinical guidance, diagnostic opinions, treatment recommendations, dosing instructions, or any other professional medical counsel in any Content, regardless of Creator’s credentials or licensure; (c) Creator shall not use their professional title, credentials, license, or affiliation in any manner that implies Company endorses, validates, or is affiliated with Creator’s professional practice or medical opinions; (d) Creator is acting independently of Company, and Company shall bear no liability for any statements, representations, or omissions made by Creator in their capacity as a licensed professional; and (e) Creator shall include a clear and conspicuous disclaimer in any Content where Creator’s professional credentials are referenced or apparent, stating substantially: “I am participating as a brand collaborator. Nothing in this content constitutes medical advice. Consult your healthcare provider before making any health decisions.” Failure to comply with this Section shall constitute a material breach of this Agreement.

2. ONE-TIME SERVICES; NO ONGOING OBLIGATION

2.1 One-Time Engagement. Creator is engaged on a one-time, non-exclusive basis to create and deliver the Content described in a booking, statement of work, order, campaign brief, or written communication facilitated through a mutually accepted platform (the “Engagement”).

2.2 No Ongoing Relationship. Nothing in this Agreement creates any obligation for Company to request, purchase, or accept future services or deliverables. No employment, partnership, joint venture, or agency relationship is created.

3. GRANT OF RIGHTS; PUBLICITY RELEASE

3.1 Irrevocable License. Creator hereby irrevocably grants to the Company Parties a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable right and license to use, reproduce, copy, host, store, cache, modify, edit, adapt, translate, crop, reformat, synchronize, create derivative works from, distribute, publicly perform, publicly display, broadcast, transmit, stream, and otherwise exploit the Licensed Materials, in whole or in part, in any and all media, formats, platforms, and channels now known or hereafter devised, for any lawful advertising, marketing, promotional, publicity, merchandising, or commercial purpose, including without limitation all paid and organic media uses as further described in Section 10A.

3.2 Creative Control; No Approval. Company shall have sole and absolute discretion regarding the selection, editing, modification, pairing, sequencing, context, and use of the Licensed Materials. Creator waives any right to inspect or approve any use of the Licensed Materials or any associated copy, music, voiceover, graphics, or context.

3.3 No Attribution. Company has no obligation to provide attribution or credit to Creator.

4. OWNERSHIP; WORK-MADE-FOR-HIRE; ASSIGNMENT

4.1 Work Made for Hire. To the maximum extent permitted by law, the Content shall be considered a “work made for hire” for Company under 17 U.S.C. § 101, and Company shall be the author and exclusive owner of the Content.

4.2 Assignment as Back-Up. To the extent any Content is not deemed a work made for hire, Creator hereby irrevocably assigns, transfers, and conveys to Company all right, title, and interest in and to the Content, including all intellectual property rights therein, worldwide, in perpetuity, free and clear of any liens or encumbrances.

4.3 Further Assurances. Creator shall execute and deliver any documents and take any actions reasonably requested by Company to evidence, perfect, register, or enforce Company’s rights.

5. WAIVER OF MORAL RIGHTS

To the fullest extent permitted by law, Creator irrevocably waives and agrees never to assert any and all moral rights (including rights of attribution and integrity) in the Licensed Materials.

6. PLATFORM ACKNOWLEDGMENT; ORDER OF PRECEDENCE

Creator acknowledges that the Engagement may be facilitated through a third-party platform. As between the Parties, this Agreement governs ownership, license rights, releases, and permitted use of the Licensed Materials notwithstanding any default or implied license terms of any third-party platform, to the maximum extent permitted by applicable law.

7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

Creator represents, warrants, and covenants that:

7.1 Creator is at least eighteen (18) years of age and has full right, power, and authority to enter into this Agreement;

7.2 Creator is the sole owner of all rights in and to the Content (and/or has secured all necessary permissions) and the Licensed Materials are free of third-party claims;

7.3 The Licensed Materials are original and do not infringe, misappropriate, or violate any rights of any third party (including IP, privacy, publicity, or contractual rights);

7.4 Any third parties appearing in the Content (including voices, faces, brands, music, or locations requiring permission) have provided all necessary releases, permissions, and clearances for Company’s uses contemplated herein, and Creator will provide copies upon request;

7.5 Creator has not granted, and will not grant, any rights inconsistent with this Agreement;

7.6 Creator will comply with applicable law and any applicable platform rules/policies; and

7.7 All information provided by Creator in connection with this Agreement is accurate and not misleading.

8. COMPENSATION; CONSIDERATION

8.1 Creator acknowledges receipt of good and valuable consideration for the services performed and rights granted herein, including payment facilitated through a mutually agreed platform.

8.2 No Additional Payments. No additional compensation, royalties, residuals, or fees of any kind shall be owed to Creator for any use of the Licensed Materials, regardless of scope, duration, media spend level, or success of any campaign, including without limitation all paid and organic media uses described in Section 10A.

9. FTC COMPLIANCE AND ADVERTISING DISCLOSURES

9.1 Required Disclosures. Creator shall comply with all applicable Federal Trade Commission (“FTC”) guidelines, rules, and regulations regarding endorsements and testimonials, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), as amended from time to time.

9.2 Material Connection Disclosure. Creator shall clearly and conspicuously disclose the material connection between Creator and Company in all Content posted or shared on any platform, including social media. Such disclosures must be made using platform-appropriate disclosure tools and/or hashtags such as #ad, #sponsored, or #partner, placed prominently and not buried among other hashtags or text. Creator shall follow any specific disclosure instructions provided by Company.

9.3 Truthful Statements. All statements, claims, and opinions expressed by Creator in the Content must be truthful, not misleading, and reflect Creator’s genuine experience and honest opinion. Creator shall not make any claims about Company’s products or services that Creator does not believe to be true or that cannot be substantiated.

9.4 Company Remedies. If Creator fails to include required disclosures, Company may (a) require Creator to immediately correct the Content, (b) remove or request removal of the non-compliant Content, and/or (c) terminate the Engagement. Creator shall be solely responsible for any fines, penalties, or liabilities arising from Creator’s failure to comply with applicable FTC guidelines.

9.5 Social Media Tagging Requirement. Creator shall tag and/or mention Company’s official social media account(s) in all social media posts, stories, reels, videos, and other content published on any social media platform (including but not limited to Instagram, TikTok, YouTube, Facebook, X (formerly Twitter), Pinterest, and LinkedIn) that relate to, reference, promote, or are otherwise connected to Company, its products, or its services. Creator shall use the official account handle(s) designated by Company and shall tag Company in both the content itself (e.g., in-video tags, photo tags) and in the accompanying caption or description. Company shall provide Creator with the applicable account handle(s) prior to or at the commencement of the Engagement, and Creator shall use only the handle(s) specified by Company. Failure to tag Company as required under this Section shall constitute a breach of this Agreement, and Company may exercise any remedies available under Section 9.4.

9.6 Influencer’s Use of Work Product.

(a) Transfer of Ownership. Creator acknowledges and agrees that, upon full payment of the compensation described in Section 8, all right, title, and interest in and to the work product—including but not limited to final content, drafts, photographs, videos, audio recordings, raw files, and all derivative works thereof (collectively, the “Work Product”)—shall vest exclusively in Company. Creator shall have no further rights to use, reproduce, distribute, display, license, sell, or otherwise exploit the Work Product in any form or medium, except as expressly permitted in this Section 9.6.

(b) No Unauthorized Use. Following delivery of the Work Product to Company and receipt of full payment, Creator shall not use, repurpose, republish, or redistribute the Work Product—or any portion thereof—for any purpose, including but not limited to personal promotion, portfolio display, compilation reels, resale to third parties, or submission to other brands or campaigns, without the prior written consent of Company.

(c) Limited Portfolio License. Notwithstanding the foregoing, Company grants Creator a limited, non-exclusive, non-transferable, revocable license to display the Work Product solely within Creator’s personal professional portfolio (e.g., personal website, portfolio page, or “highlight” reel) for the purpose of showcasing Creator’s body of work, subject to the following conditions: (i) Creator must include a credit or notation identifying Company as the commissioning brand; (ii) Creator shall not alter, modify, or create derivative works from the Work Product when used for portfolio purposes; (iii) Creator shall not use the Work Product in any manner that implies an ongoing endorsement, partnership, or affiliation with Company beyond the scope of the original Engagement; and (iv) Company reserves the right to revoke this portfolio license at any time upon written notice to Creator, and Creator shall promptly remove the Work Product from all portfolio materials upon receipt of such notice.

(d) Social Media Retention. Creator may retain the Content on Creator’s social media feed(s) on which it was originally posted for a period of twelve (12) months following the date of initial publication, unless Company requests removal sooner. After the expiration of the retention period, Creator shall remove the Content from all social media platforms unless Company provides written authorization for continued display.

(e) Remedies for Unauthorized Use. Any use of the Work Product by Creator outside the scope of the permissions granted in this Section 9.6 shall constitute a material breach of this Agreement. In addition to any other remedies available at law or in equity, Company shall be entitled to seek injunctive relief and recover any profits, revenues, or other benefits derived by Creator from the unauthorized use of the Work Product.

10. HEALTH CONTENT GUIDELINES AND DISCLAIMERS

10.1 No Medical Claims. Creator acknowledges that Company operates in the health and wellness industry. Creator shall not make any medical claims, diagnoses, treatment recommendations, or guarantees of health outcomes in any Content. Creator shall not represent or imply that any product, service, or test offered by Company can diagnose, treat, cure, or prevent any disease or medical condition unless expressly authorized in writing by Company.

10.2 Content Guidelines. Creator shall adhere to any content guidelines, approved messaging frameworks, or compliance instructions provided by Company regarding health-related claims, terminology, and disclosures. Creator shall submit Content involving health claims for Company review prior to publication when requested.

10.3 HIPAA and Privacy Compliance. Creator shall not disclose, reference, or include any protected health information (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) of any individual, including Creator’s own patients, clients, or any third party, in any Content. Creator acknowledges that any personal health information voluntarily shared by Creator about Creator’s own experience is shared at Creator’s sole discretion and risk.

10.4 Regulatory Compliance. Creator shall not make claims that would cause Company’s products or services to be classified as drugs, medical devices, or otherwise regulated products under the Federal Food, Drug, and Cosmetic Act or any applicable state law, unless expressly authorized in writing by Company.

10A. PAID AND ORGANIC MEDIA RIGHTS

10A.1 Explicit Paid Media Authorization. Company is expressly authorized to use the Licensed Materials, in whole or in part, for any and all forms of paid advertising and media, including but not limited to: paid social media advertising (including boosted posts, promoted content, and sponsored placements); dark posts and unpublished promoted posts; whitelisting and allowlisting campaigns run through Creator’s social media account(s) or handle(s); programmatic advertising; display advertising; connected television and streaming platform advertising; out-of-home digital advertising; and any other paid or sponsored media placements across any platform or channel, now known or hereafter devised.

10A.2 Perpetual, Unlimited Paid Media Rights. Company’s right to use the Licensed Materials for paid media purposes is perpetual, irrevocable, and unlimited in duration, geography, platform, spend level, and impression volume. No additional compensation, licensing fees, residuals, usage fees, or notice to Creator shall be required for any paid media use of the Licensed Materials, regardless of the duration of any campaign, the amount of media spend applied, or the commercial success of any campaign in which the Licensed Materials appear.

10A.3 Organic Media Rights. Company is expressly authorized to use the Licensed Materials across all organic (non-paid) channels without limitation, including but not limited to Company’s owned social media accounts, website, email marketing, SMS marketing, blog content, press materials, and any other owned or earned media channel, in perpetuity and without additional compensation.

10A.4 Creative Adaptation for Advertising. For purposes of paid and organic media, Company shall have the unrestricted right to edit, splice, trim, reformat, reorder, add text overlays, add supers, add voiceover or music, combine with other content or creative materials, and otherwise adapt the Licensed Materials to create advertising and promotional materials in any format, aspect ratio, or duration required by any platform or placement.

10A.5 Technical Specifications. Creator shall deliver all Content in the highest resolution and quality available, including all raw and unedited source files, in formats reasonably specified by Company prior to or at the commencement of the Engagement. Deliverables shall include both horizontal (16:9) and vertical (9:16) formats where applicable, unless otherwise agreed in writing. Failure to deliver Content meeting Company’s specified technical requirements shall constitute a breach of this Agreement.

10A.6 Exclusivity Window. For a period of thirty (30) days following delivery of the Content to Company (the “Exclusivity Period”), Creator shall not create, publish, or deliver content for any Competing Brand without Company’s prior written consent. For purposes of this Agreement, “Competing Brand” means any brand, product, or service that offers women’s health lab testing, hormone panel testing, biomarker testing, or substantially similar direct-to-consumer health diagnostics. Following the Exclusivity Period, Creator may work with other brands provided such work does not involve unauthorized use of the Licensed Materials.

10A.7 Whitelisting Cooperation. If Company elects to run paid advertising through Creator’s social media account(s) via whitelisting or allowlisting, Creator agrees to cooperate fully and promptly with Company’s reasonable requests to grant platform-level advertising access, including granting access through Meta Business Manager, TikTok Creator Marketplace, or any equivalent platform tool. Creator shall not revoke such access during any active paid campaign without Company’s prior written consent.

11. RELEASE; WAIVER OF CLAIMS; NO INJUNCTIVE RELIEF

11.1 General Release. Creator irrevocably releases, acquits, and forever discharges the Company Parties from any and all claims, demands, causes of action, damages, liabilities, and expenses of any kind, known or unknown, arising out of or relating to the creation, use, publication, distribution, or exploitation of the Licensed Materials as contemplated by this Agreement.

11.2 Specific Waivers. Without limitation, Creator waives claims for defamation, false light, invasion of privacy, misappropriation of likeness, right of publicity violations, emotional distress, and any alleged infringement relating to authorized uses under this Agreement.

11.3 No Injunctive Relief. Creator agrees that Creator shall not seek injunctive or equitable relief to restrain any use of the Licensed Materials by the Company Parties.

12. INDEMNIFICATION; DUTY TO DEFEND

Creator shall indemnify, defend, and hold harmless the Company Parties from and against any and all third-party claims, demands, actions, losses, damages, liabilities, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach or alleged breach of Creator’s representations, warranties, or obligations; (b) any allegation that the Licensed Materials infringe or violate third-party rights; or (c) Creator’s negligence or willful misconduct. Company may participate in the defense with counsel of its choosing at its own expense.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY COMPANY PARTY BE LIABLE TO CREATOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER; COMPANY INJUNCTIVE RELIEF

14.1 Governing Law. Texas law governs this Agreement.

14.2 Binding Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in Collin County, Texas, before a single arbitrator.

14.3 Class Action Waiver. Claims must be brought only in an individual capacity. The arbitrator may not consolidate claims or award relief on a class or representative basis.

14.4 Company Injunctive Relief. Notwithstanding the foregoing, Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, or enforce Sections 3–6.

15. TERMINATION

Company may terminate discussions or the Engagement at any time in its sole discretion; however, all rights, licenses, assignments, and releases granted to the Company Parties survive indefinitely.

16. GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes prior understandings.

16.2 Amendment. Any amendment must be in writing and signed by both Parties.

16.3 Assignment. Creator may not assign this Agreement without Company’s written consent. Company may assign freely.

16.4 Severability. If any provision is unenforceable, it shall be modified to the minimum extent necessary and the remainder shall remain in effect.

16.5 Notices. Notices may be delivered electronically to the email provided by each Party.