Fab Fit Fun V JFF Entertainment

Electronically FILED by Superior Court of California, County of Los Angeles on 07/24/2020 11:56 AM Sherri R.
Carter, Executive Officer/Clerk of Court, by N. Alvarez,Deputy Clerk

20STCV28037
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Anthony Mohr PLD-C-001
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name, State Bar number, and address): FOR COURT USE ONLY
Elliot Rozenberg, California State Bar # 293494
rd
360 N. La Cienega Blvd, 3 Floor-B
Los Angeles, CA 90048
TELEPHONE NO: (323) 352-0908 FAX NO. (Optional):
E-MAIL ADDRESS (Optional): elliot@fabfitfun.com

ATTORNEY FOR (Name): Plaintiff FabFitFun, Inc.
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
STREET ADDRESS: 111 N. Hill Street
MAILING ADDRESS: 111 N. Hill Street
CITY AND ZIP CODE: Los Angeles, 90012
BRANCH NAME: Stanley Mosk Courthouse
PLAINTIFF: Fab Fit Fun, Inc.
DEFENDANT: JFF Entertainment, LLC
DOES 1 TO
CONTRACT
COMPLAINT AMENDED COMPLAINT (Number):
CROSS-COMPLAINT AMENDED CROSS-COMPLAINT (Number):
Jurisdiction (check all that apply): CASE NUMBER:

ACTION IS A LIMITED CIVIL CASE
Amount demanded does not exceed $10,000
exceeds $10,000 but does not exceed $25,000
ACTION IS AN UNLIMITED CIVIL CASE (exceeds $25,000)
ACTION IS RECLASSIFIED by this amended complaint or cross-complaint
from limited to unlimited
from unlimited to limited
1. Plaintiff* (name or names): FabFitFun, Inc.
alleges causes of action against defendant* (name or names): JFF Entertainment, LLC
2. This pleading, including attachments and exhibits, consists of the following number of pages: 39
3. a. Each plaintiff named above is a competent adult
except plaintiff (name): FabFitFun, Inc.
(1) a corporation qualified to do business in California
(2) an unincorporated entity (describe):
(3) other (specify):
b. Plaintiff (name):
a. has complied with the fictitious business name laws and is doing business under the fictitious name (specify):
b. has complied with all licensing requirements as a licensed (specify):

c. Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
4. a. Each defendant named above is a natural person
except defendant (name): JFF Entertainment, LLC except defendant (name):
(1) a business organization, form unknown (1) a business organization, form unknown
(2) a corporation (2) a corporation
(3) an unincorporated entity (describe): (3) an unincorporated entity (describe):
(4) a public entity (describe): (4) a public entity (describe):
(5) other (specify): a Delaware LLC (5) other (specify):

* If this form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant. Page 1 of 2
Form Approved for Optional Use Code of Civil Procedure, § 425.12
Judicial Council of California
COMPLAINT—Contract American LegalNet, Inc.
PLD-C-001 [Rev. January 1, 2007] www.FormsWorkflow.com
, LLC
, LLC
EXHIBIT A-1
Page 7
360 N. La Cienega Blvd., Floor 3-B
INFLUENCER AGREEMENT
_____________________________________________________________________
INFLUENCER INFORMATION
Talent Name: JFF Entertainment, LLC f/s/o Brittney Atwood
Talent’s Company Name (if applicable): _____________________
Business address: _3001 Grand Canal, Venice, CA 90291
SOCIAL MEDIA SERVICES
“Product” means the FabFitFun Spring 2019 Box.
Talent shall provide the following Services.
Facebook Live
1. Talent shall record an unboxing of the Spring 2019 Box using Facebook Live. After Talent
records the Facebook Live unboxing, the recording of the unboxing shall live on Talent’s
Facebook page.
Instagram
1. Create and post one photo on Talent’s Instagram highlighting the Box. Talent shall have editorial
discretion regarding the Post content and shall take into consideration the guidelines provided by
Company.
Instagram Story
1. Talent shall create an Instagram story that is five (5) to seven (7) slides long on Talent’s
Instagram account.
The “Posts” means the video and other posts that are the subject of these Services. The “Content” means
the materials and content included in the Posts.
KEY DATES
Start Date to publish Posts: February/March 2019 (TBD)
End Date when Talent may take down Posts: One (1) year from date of Post.
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FABFITFUN RIGHT TO USE CONTENT
Upon execution of this agreement, Talent shall grant FabFitFun Advertiser Access to Talent’s Facebook
advertising account for a minimum of ninety (90) days from the Post Date. FabFitFun shall have the
unrestricted right to create and publish ads using Talent’s Facebook advertising account. FabFitFun shall
be responsible for paying for all ads that it publishes under Talent’s Facebook advertising account. If
Talent reasonably and verbally requests to Company that an ad be taken down due to the ad being harmful
to the Talent’s image and likeness, Company shall abide.
OTHER DETAILS AND ELEMENTS
Hashtags:
● #fabfitfunpartner to be used in the caption of each Post or unboxing, no later than the end of the
first clause or sentence of the Post or unboxing and in no event below the first three lines visible
on mobile devices
URL:
● Company website URL (fabfitfun.com) to be used in the caption of the Posts
Tags:
● Talent to use @fabfitfun in each Post or Facebook Live caption;
FEE AND INVOICING
Fee: Seven Thousand Dollars ($7,000.00).
Invoicing: Agency shall invoice Company for the fee upon execution of this agreement. Company shall
pay valid invoices.
TERMS AND CONDITIONS
1. Services. Agency will cause Talent to provide the services listed under the heading “Social Media
Services” on page one of this Agreement (the “Services).
2. License Grant. Agency hereby grants Company a limited, fully paid license to: (i) use, distribute,
re-post and otherwise re-publish and exploit the Posts and Content on Company’s social media channels,
online channels (including content marketing) and in FabFitFun emails for the purpose of promoting
Company and its products and services, and (ii) use Talent’s name and likeness solely in connection with
the foregoing. This limited license shall expire one (1) year from the Start Date listed at page one of this
Agreement under the heading “Key Dates;” provided that Company shall not be obligated to take down
content posted during the license term.
3. Term and Termination. (a) This Agreement commences on the date of last signature below and
will remain in effect until the Services are completed. Except as permitted in Section 3(b), neither party
may terminate this Agreement. (b) Either party may terminate this Agreement if the other party fails to cure
a material breach of this Agreement within fourteen (14) days of receipt of written notice from the
non-breaching party.
4. Representations and Warranties. Each party represents and warrants that it has the full right,
power, and authority to enter into and perform its obligations under this Agreement. Agency represents,
Page 9
warrants, covenants and agrees that: (a) it will obtain any necessary licenses, approvals and consents prior
to commencing the Services; (b) the Posts will reflect Talent’s actual experience, opinions and beliefs
regarding the Company and its products and services, (c) none of the Content included in the Posts will
violate or infringe the intellectual property or other rights of any third party, (d) the Services shall comply
with all applicable federal, state and local laws, regulations, guidelines (including FTC guidelines) and
directives; and (e) it will make Talent aware that he or she is required to adhere to all of the same standards
with regard to the provision of the Services to which Agency is held.
5. Indemnification. Each party (the “Indemnifying Party”) agrees, at its own expense, to indemnify,
defend and hold harmless the other party and such other party’s affiliated entities, along with its and their
shareholders, officers, employees and agents (collectively, the “Indemnified Party”), against any and all
expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred by the
Indemnified Party in connection with any third party claims, actions or demands based upon or arising by
reason of circumstances constituting a breach by the Indemnifying Party of any of its representations,
warranties or obligations under this Agreement including, but not limited to, infringement or violation of
the intellectual property or other rights of such third party. The Indemnifying Party shall (i) be entitled to
prompt written notice by the Indemnified Party of a claim to which indemnity relates; (ii) be afforded the
opportunity to assume control of the defense of the matter with counsel reasonably acceptable to the
Indemnified Party; and (iii) provide the Indemnified Party the opportunity and right to approve any
settlement or disposition of the matter, such consent not to be unreasonably withheld, conditioned or
delayed. The provisions of this section shall survive any expiration or termination of this Agreement.
6. Limitation of Liability. EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

HEREUNDER, IN NO EVENT SHALL EITHER PARTY SEEK OR BE LIABLE FOR PUNITIVE,
EXEMPLARY, CONSEQUENTIAL, SPECIAL, ENHANCED, OR TREBLED DAMAGES, OR LOST
PROFITS OR REVENUE, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT.
7.
Miscellaneous. party may send notice under this Agreement by email to the other party’s email address
A
below. Either party may change its email address for notice upon written notice to the other party. All provisions of
this agreement which, by their nature, are intended to survive termination (including but not limited to the Agency
indemnity obligations) shall so survive. In the event that any of the provisions of this agreement are held in any
respect to be illegal or unenforceable, then such provision shall be deemed separable from the remaining provisions
of this agreement and shall in no way affect or impair the validity or enforceability of the remaining provisions of
this Agreement. Neither party shall resell, assign, or transfer any of its rights hereunder without the prior approval
of the other party; provided, however, that Company may assign this agreement without consent in connection with
a sale of all or substantially all of Company’s assets and business to which this agreement relates. This Agreement
shall inure to the benefit of and be binding upon the successors and permitted assigns of the respective parties
hereto. This Agreement is governed by the laws of the State of California, excluding its provisions governing
conflicts of law, and the courts located in the City and County of Los Angeles shall be the exclusive forum for any
legal action arising out of or relating to this agreement. No provision of this agreement may be waived unless in
writing signed by all of the parties hereto, and waiver of any one provision of this agreement shall not be deemed to
be a waiver of any other provision. No failure or delay on the part of any Party in exercising any right, power or
remedy hereunder shall operate as a waiver thereof. This Agreement contains the entire agreement of the parties
relating to the rights granted and obligations assumed in this agreement and supersedes any and all other
agreements, contracts or understandings between the parties. No modification of this agreement will be binding,
unless in writing and signed by an authorized representative of each party. This Agreement may be executed in one
or more counterparts, each of which will be deemed an original, but which collectively shall constitute one and the
same instrument.
SIGNATURES
Page 10
FABFITFUN, INC. JFF Entertainment, LLC f/s/o Brittney Atwood
_________________________ _________________________
Signature Signature
Jolie Jankowitz
_________________________ John Fitzpatrick, Principal
_________________________
Name and Title Name and Title
1/4/19
_________________________ January 3, 2019
_________________________
Date Date
Email for notice: legal@fabfitfun.com Email for notice:___________@gmail.com

Kara.a.fox
FABFITFUN COMPLIANCE GUIDELINES
As one of our valued social media influencers, you are required to comply with these FabFitFun
Influencer Guidelines (the “Guidelines”), which contain important rules about posting photos, videos,
information, reviews, and opinions about FabFitFun and our products.
1. Be Honest
Any time you talk about FabFitFun or our products, or any time you express an opinion or talk about an
experience that you have had, it should be accurate and honest.
Example: You should not post that you’ve been getting the box for years if you have only recently
become one
of our influencers and were not previously receiving the box.
In addition, do not make claims about any product that are unsupported or may be atypical for other users
of the product.
Example: You should not say that the serum in the box will remove all of your wrinkles if that claim has
not been made by the product manufacturer or FabFitFun.
Example: You should not say you took three inches off your waist in just two weeks after using the
FabFitFun
exercise ball if those results are not accurate and typical.
Note: If you love the FabFitFun box, please feel free to share that with your followers. But when you are
talking
about FabFitFun, you should not give anyone the impression that you are a paying subscriber or
member since you are receiving your Box for free or as part of an arrangement with us.
Page 11
Example: It is great to say that the box is a great deal if you believe it is a great deal. But please make
sure that a reader will not be left with the impression that you are a paying subscriber that does not have
an arrangement with us.
Note: Use of #FabFitFunPartner, as discussed below, can help address any misimpression, but please
do not use #FabFitFunPartner as a synonym for FabFitFun subscriber.
2. Obey the Law
When you talk about FabFitFun, you are responsible for complying with all applicable laws and the
Federal Trade Commission’s “Guides Concerning the Use of Endorsement and Testimonial in
1 2
Advertising” and “Dot Com Disclosure Guides.”
Also, anytime you use photos, videos, music or any other content in social media posts, you should be
sure that you have the right to use that content or any other intellectual property in what you are posting.
3. Disclose
Any time you talk about the company or its products, including in any social media posts, blogs, videos,
photos or emails, you must clearly disclose that you have a relationship with FabFitFun. This requirement
applies even if you are just receiving a free FabFitFun box or if you are part of our affiliate program. Your
disclosure must:
● Be located at or near the beginning of any social media post, blog, video or email and be clearly
visible in a photo. For videos, your disclosure must appear in the video for long enough for a
viewer to read and clearly understand it. If you are posting a long video, your disclosure should
be repeated.
● Be understandable to the intended audience. The audience needs to understand that you have a
connection to FabFitFun and that you are not posting independently.
● Be clearly visible or audible and must be in a font size and style that is easy to read. The
disclosure must also must be in a place that you can see without having to scroll or click
elsewhere to find it. This issue often arises in long posts, comment sections, replies, and
re-tweets.
Example: In a tweet, Facebook or Instagram post, include #FabFitFunPartner along with your offer code
in order to convey your relationship to FabFitFun.
Note: Remember that a disclosure hashtag (e.g. #FabFitFunPartner) must be placed at or near the
beginning of the post and must be visible in all formats, including mobile, without having to scroll down or
clicking to see more. Please also avoid including a disclosure hashtag in a long string of hashtags where
it might be overlooked.
1
(available at
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-t
estimonials/091005revisedendorsementguides.pdf)
2
(available at
Page 12
Example: At the start of an unboxing video (YouTube, Facebook Live, etc.) that you are posting, you can
(a) tell your viewers that you are a FabFitFun partner, and/or (b) have a text overlay appear at the start of
the video that says something like “I am a FabFitFun partner,” or “This video is sponsored by FabFitFun.”
Note: While many social media platforms such as Facebook, YouTube and Instagram have begun to
adopt template disclosures for sponsored posts, there is still some uncertainty as to whether these
templates will satisfy regulatory requirements. While you should feel free to use these templates, please
continue to also use the disclosure requirements set forth in these guidelines unless and until they are
modified.
Please see below for examples of posts that properly disclosure an influencer’s relationship with
FabFitFun:
Page 13
4. Review and Correct
Upon FabFitFun’s notification that a post, email, photo, video or other material does not comply with the
Guidelines, you must modify the content so that it does comply or delete the content. Failure to comply
could result in the termination of our relationship with you.
* * * *
FabFitFun reserves the right to modify the Guidelines at any time. If you have any questions about the
Guidelines, please reach out to your FabFitFun contact person.
I have reviewed and agree to FabFitFun’s Compliance Guidelines:
______________________________
Signature
J_________________
anuary 3, 2019
Date
Page 14
EXHIBIT A-2
Page 15
_____________________________________________________________________
Talent Name: JFF Entertainment, LLC f/s/o Ashley Benson
Business address: 3001 Grand Canal, Venice, CA 90291
“Product” means the FabFitFun Spring, Summer 2019 Boxes.
Facebook Live
1. Talent shall record two (2) total unboxings, one (1) post per season, of the Box using Facebook
Live. After Talent records the Facebook Live unboxing, the recording of the unboxing shall live
on Talent’s Facebook page.
Instagram
1. Create and post two (2) total Instagram posts, one (1) post per season, on Talent’s Instagram
account. Talent shall have editorial discretion regarding the Post content and shall take into
consideration the guidelines provided by Company.
Instagram Story
1. Talent shall create two (2) Instagram stories, one (1) story per season, that is five (5) to seven (7)
slides long on Talent’s Instagram account.
KEY DATES
Start Date to publish Posts: For each season, upon Talent’s receipt of the Box.
Page 16
advertising account. FabFitFun shall have the unrestricted right to create and publish ads using Talent’s
Facebook advertising account. FabFitFun shall be responsible for paying for all ads that it publishes
under Talent’s Facebook advertising account. If Talent reasonably and
verbally requests to Company that an ad be taken down due to the ad being harmful to the Talent’ image
and likeness, Company shall abide.
Hashtags:
on mobile devices
URL:
Tags:
FEE AND INVOICING
Fee: Fifty Five Thousand US Dollars ($55,000.00).
Invoicing: Talent shall invoice FabFitFun for fifty percent (50%) of the fee upon execution of this
agreement. Talent shall invoice FabFitFun the remaining fifty (50%) of the fee upon Talent’s receipt of
the second season’s Box. FabFitFun shall pay valid invoices within thirty (30) days of receipt of invoice.
1. Services. Talent will cause Talent to provide the services listed under the heading “Social Media
2. License Grant. Talent hereby grants Company a limited, fully paid license to: (i) use, distribute,
Page 17
power, and authority to enter into and perform its obligations under this Agreement. Talent represents,
with regard to the provision of the Services to which Talent is held.

7.
Miscellaneous. party may send notice under this Agreement by email to the other party’s email address
A
this agreement which, by their nature, are intended to survive termination (including but not limited to the Talent
same instrument.
SIGNATURES
Page 18
FABFITFUN, INC. JFF Entertainment, LLC
f/s/o Ashley Benson
_________________________
Signature _________________________
Signature
Jolie Jankowitz
_________________________
Name and Title John Fitzpatrick, Principal
_________________________
Name and Title
1/4/19
_________________________
Date January 3, 2019
_________________________
Date
Email for notice: legal@fabfitfun.com

Kara.a.fox@gmail.com
Email for notice:___________
1. Be Honest
become one of our influencers and were not previously receiving the box.
of the product.
FabFitFun exercise ball if those results are not accurate and typical.
Page 19
talking about FabFitFun, you should not give anyone the impression that you are a paying subscriber or
2. Obey the Law
1 2
3. Disclose
disclosure must:
be repeated.
re-tweets.
1
(available at
2
(available at
Page 20
modified.
FabFitFun:
Page 21
* * * *
______________________________
Signature
January 3, 2019
_________________
Date
Page 22
EXHIBIT A-3
Page 23

MASTER INFLUENCER AGREEMENT
This Master Influencer Agreement (“Agreement”) is made effective as of February 15, 2019 (the “Effective Date”)
by and between:
“FabFitFun”: FabFitFun, Inc. a Delaware corporation

360 N. La Cienega Blvd.
“Influencer”:
JFF Entertainment, LLC f/s/o Cara Delevingne, an individual
For the avoidance of doubt, Cara Delevingne shall be referred to collectively as “Influencer”.
1. DEFINITIONS.
“Box(es)” shall mean the applicable FabFitFun Box(es), to be provided to Influencer by FabFitFun.
“FFF Brands” shall mean FabFitFun, ISH (“ImSmokinHot”), Summer and Rose (“S&R”), Chic & Tonic and any other
brands created or acquired by FabFitFun.
“Post(s)” shall mean all required social media and blog posts outlined in all SOWs (as defined below).
“SOW” shall mean every Statement of Work attached hereto or incorporated herein.
2. SERVICES. Influencer shall perform the services outlined in every SOW (“Services”). Influencer shall not display or
mention any other brands in any Post, other than the FFF Brands and the brands featured in any applicable Box.
Influencer shall have editorial discretion regarding any Post, subject to the terms and conditions set forth herein, and the
FabFitFun Compliance Guidelines attached hereto as Exhibit A (“Compliance Guidelines”).
3. FEE. FabFitFun shall pay to Influencer the agreed upon fee (“Fee”) for all Services. Influencer shall invoice Company
for the Fee in accordance with the schedule outlined in the SOW. FabFitFun shall pay each invoice within thirty (30) days
of receipt of the invoice.
4.
LICENSE: Unless otherwise agreed to in any SOW, during the SOW term (“SOW Term”), Influencer hereby grants
FabFitFun a fully paid license, in perpetuity, to: (i) use, distribute, re-post and exploit each Post and the content contained
therein for the sole purpose of promoting FabFitFun and its products and services; and (ii) use Influencer’s name, as
generally recognized, and Influencer’s likeness, as contained in a Post, in connection with the foregoing. Notwithstanding
the above, FabFitFun shall have the right to use Influencer’s name and likeness for internal, historical, archival and
institutional purposes, and shall not be obligated to take down any content posted in accordance with the terms and
conditions contained herein.
5. ADVERTISER ACCESS: Unless otherwise agreed to in any SOW, during the “SOW Term”, Influencer shall grant
FabFitFun Advertiser Access to Influencer’s Facebook advertising account only if any of the Posts are Facebook,
Facebook Live, Instagram, Instagram Live or Instagram Story Posts. FabFitFun shall have the right to create and publish
ads using Influencer’s Facebook advertising account. FabFitFun shall be responsible for paying for all ads that it
publishes under Influencer’s Facebook advertising account. If Talent reasonably and verbally requests to Company that
an ad be taken down due to the ad being harmful to the Talent’ image and likeness, Company shall abide.
1.
TERMINATION . Either party may terminate this Agreement by providing at least thirty (30) days written notice to the
other party.
2. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants that it has the full right, power, and
authority to enter into and perform its obligations under this Agreement. Influencer represents, warrants, covenants and
agrees that: (a) it will obtain all of its necessary approvals, consents and licenses prior to commencing the Services; (b)
each Post will reflect Influencer’s actual experience, opinions and beliefs; (c) none of the content included in the Posts
will violate or infringe the intellectual property or other rights of any third party; and (d) the Services shall comply with
all applicable federal, state and local laws, regulations, guidelines (including FTC guidelines) and directives.

Page 24

Influencer’s failure to adhere to the FTC guidelines or to the Compliance Guidelines shall be deemed a material breach
of this Agreement.
3. MORALS. If Influencer is accused of a crime or engages in any actions involving moral turpitude or which may bring
FabFitFun under ridicule, contempt, scandal, public disrepute, or reflects unfavorably upon FabFitFun, then FabFitFun
may immediately terminate this Agreement and/or any SOW by providing written notice to Influencer.
4. NON-DISPARAGEMENT. Influencer shall not depict FabFitFun in a manner that could reasonably be perceived as
negative, derogatory or detrimental to FabFitFun’s name, reputation or trademarks. For the avoidance of doubt, this
Section shall in no way be interpreted to limit Influencer’s ability to speak honestly about the Box and the products
contained therein.
5. EXCLUSIVITY. For the exclusivity period, as defined in each SOW, Influencer shall not appear on behalf of, serve as
a spokesperson for, license Influencer’s name and likeness to, and/or endorse any other women’s lifestyle subscription
box company.
6. CONFIDENTIALITY. Except to the extent required by law, Influencer and its agents/representatives agree not to
disclose to any third party any of the terms set forth in this Agreement or any SOW, including but not limited to
compensation.
7. INDEMNIFICATION. Each party (the “Indemnifying Party”) agrees, at its own expense, to indemnify, defend and
hold harmless the other party and such other party’s affiliated entities, along with its and their shareholders, officers,
employees and agents (collectively, the “Indemnified Party”), against any and all expenses and losses of any kind
(including reasonable attorneys’ fees and costs) incurred by the Indemnified Party in connection with any third party
claims, actions or demands arising out of or related to a breach by the Indemnifying Party of any of its representations,
warranties or obligations under this Agreement. The Indemnifying Party shall (i) be entitled to prompt written notice by
the Indemnified Party of a claim to which indemnity relates; (ii) be afforded the opportunity to assume control of the
defense of the matter with counsel reasonably acceptable to the Indemnified Party; and (iii) provide the Indemnified
Party the opportunity and right to approve any settlement or disposition of the matter, such consent not to be
unreasonably withheld, conditioned or delayed.
8. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

HEREUNDER, IN NO EVENT SHALL EITHER PARTY SEEK OR BE LIABLE FOR PUNITIVE, EXEMPLARY,
CONSEQUENTIAL, OR SPECIAL DAMAGES, OR LOST PROFITS IN CONNECTION WITH THIS
AGREEMENT.
9. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of California, excluding its provisions
governing conflicts of law, and the courts located in the City and County of Los Angeles shall be the exclusive forum for
any legal action arising out of or relating to this Agreement. Except with respect to any nondisclosure agreements, which
shall remain in full force and effect, this Agreement constitutes the entire understanding and agreement between the
parties hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements
between the parties with respect to the subject matter hereof. A party may send notice under this Agreement by email to
the other party’s email address below. Either party may change its email address for notice upon written notice to the
other party. Sections 9, 11, 12 and 13 shall survive the termination of this Agreement. If any provision of this Agreement
is held invalid, the remainder of it will continue in full legal force and effect. Neither party shall assign or transfer any of
its rights hereunder without the prior approval of the other party; provided, however, that Company may assign this
Agreement without consent in connection with a sale of all or substantially all of Company’s assets and business to
which this agreement relates. Failure to enforce any provision of this Agreement shall not be deemed to be a waiver
thereof. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative
of each party. This Agreement may be executed in one or more counterparts, including by electronic signature or e-mail
copy, each of which will be deemed an original, but which collectively shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their authorized
representatives.
FABFITFUN: INFLUENCER LOAN OUT: JFF Entertainment, LLC f/s/o CARA

DELEVINGNE:
Signed:______________________ Signed:_______________________ Signed:_______________________

By: _________________________
Jolie Jankowitz By: __________________________ 2/28/19
By: __________________________

Page 25

Title:________________________
Director Title: _________________________ Senior Brand Manager
Title: _________________________
E-mail: Legal@fabfitfun.com E-mail:________________________ Kara.a.fox@gmail.com
E-mail:________________________
Exhibit A
As one of our valued social media influencers, you are required to comply with these FabFitFun Influencer
Guidelines (the “Guidelines”), which contain important rules about posting photos, videos, information,
reviews, and opinions about FabFitFun and our products.
1. Be Honest
Example: You should not post that you’ve been getting the box for years if you have only recently become
one of our influencers and were not previously receiving the box.
In addition, do not make claims about any product that are unsupported or may be atypical for other users of
the product.
Example: You should not say that the serum in the box will remove all of your wrinkles if that claim has not
been made by the product manufacturer or FabFitFun.
Example: It is great to say that the box is a great deal if you believe it is a great deal. But please make sure
that a reader will not be left with the impression that you are a paying subscriber that does not have an
arrangement with us.
Note: Use of #FabFitFunPartner, as discussed below, can help address any misimpression, but please do
not use #FabFitFunPartner as a synonym for FabFitFun subscriber.
2. Obey the Law

Page 26

When you talk about FabFitFun, you are responsible for complying with all applicable laws and the Federal
1
Trade Commission’s “Guides Concerning the Use of Endorsement and Testimonial in Advertising” and “Dot
2
Com Disclosure Guides.”
Also, anytime you use photos, videos, music or any other content in social media posts, you should be sure
that you have the right to use that content or any other intellectual property in what you are posting.
3. Disclose
disclosure must:
visible in a photo. For videos, your disclosure must appear in the video for long enough for a viewer
to read and clearly understand it. If you are posting a long video, your disclosure should be
repeated.
● Be clearly visible or audible and must be in a font size and style that is easy to read. The disclosure
must also must be in a place that you can see without having to scroll or click elsewhere to find it.
This issue often arises in long posts, comment sections, replies, and re-tweets.
Example: In a tweet, Facebook or Instagram post, include #FabFitFunPartner along with your offer code in
order to convey your relationship to FabFitFun.
Note: Remember that a disclosure hashtag (e.g. #FabFitFunPartner) must be placed at or near the beginning
of the post and must be visible in all formats, including mobile, without having to scroll down or clicking to see
more. Please also avoid including a disclosure hashtag in a long string of hashtags where it might be
overlooked.
Example: At the start of an unboxing video (YouTube, Facebook Live, etc.) that you are posting, you can (a)
tell your viewers that you are a FabFitFun partner, and/or (b) have a text overlay appear at the start of the
video that says something like “I am a FabFitFun partner,” or “This video is sponsored by FabFitFun.”
Note: While many social media platforms such as Facebook, YouTube and Instagram have begun to adopt
template disclosures for sponsored posts, there is still some uncertainty as to whether these templates will
satisfy regulatory requirements. While you should feel free to use these templates, please continue to also
use the disclosure requirements set forth in these guidelines unless and until they are modified.
Please see below for examples of posts that properly disclosure an influencer’s relationship with FabFitFun:
1
(available at
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/09
1005revisedendorsementguides.pdf)
2
(available at
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/09
1005revisedendorsementguides.pdf)

Page 27

Guidelines, you must modify the content so that it does comply or delete the content. Failure to comply could
result in the termination of our relationship with you.

Page 28

* * * *
______________________
Signature
2/28/19
______________________
Date

Page 29

STATEMENT OF WORK
This Statement of Work (“SOW”), between FabFitFun Inc., JFF Entertainment, LLC f/s/o Cara
Delevingne, is dated as of February 15, 2019, and is made part of the Master Influencer Agreement effective as of
February 15, 2019 between the parties (“Agreement”). Any term that is defined in the Agreement shall have the
same meaning in this SOW.
SOW Term: Ninety (90) days from each Post Date.
Contracted Seasons: Summer 2019, Fall 2019, or other mutually agreed upon seasons
Exclusivity Period: (2) weeks before each Post goes live, and (2) weeks after each Post goes live.
Posts:
Facebook Live
Influencer shall record on Influencer’s publicly facing Facebook account a total of two (2) unboxings of the
Box using Facebook Live (“Facebook Live Videos”), one (1) per Contracted Season, at mutually agreed
upon dates, highlighting each and every product in the Box, and lasting no less than four (4) minutes. Each
Facebook Live Video shall live on Influencer’s personal Facebook page for the SOW Term.
Instagram
Influencer shall post on Influencer’s official, publicly facing Instagram page, at mutually agreed upon
dates, two (2) Instagram photo/video promoting the Box (each post an “IG Post”, and collectively “IG
Posts”). Influencer shall post one (1) IG Post per Contracted Season. Influencer shall submit Instagram Post
and caption to FabFitFun for creative approval prior to posting. FabFitFun will only review the Instagram
Post and caption for quality purposes and for purposes related to Influencer’s adherence to FabFitFun’s
posting requirements. For the avoidance of doubt, FabFitFun will not review the Instagram Post for
compliance with laws, rules or regulations, and any approval given by FabFitFun shall not be interpreted as
an approval for such purpose.
Instagram Story
Influencer shall post on Influencer’s official Instagram page, at mutually agreed upon dates, two (2)
Instagram stories using the “Swipe Up” feature that are five (5) to seven (7) slides long promoting the Box
(each story an “IG Story”, and collectively “IG Stories”), and highlighting each and every product in the
Box. Influencer shall post one (1) IG Story per Contracted Season. The IG Story must remain on
Influencer’s page for twenty-four (24) hours.
In every Post, and subject to platform restrictions, Influencer shall include:

Link: www.fabfitfun.com
Offer: TO BE PROVIDED BY FABFITFUN
Hashtag: #fabfitfunpartner
*Influencer understands and agrees that if a Post is not posted to Influencer’s principal, publicly facing
account within the mutually agreed upon time frame, then it will have no value to FabFitFun and FabFitFun
shall not be required to pay Influencer any of the fees listed in the Fee section below.
Fee:

Page 30

FabFitFun shall pay to Influencer a total of Eighty Thousand Dollars ($80,000) for all Services. Influencer
shall invoice FabFitFun for fifty percent (50%) of the fee upon execution of the Agreement. Influencer
shall invoice FabFitFun the remaining fifty percent (50%) of the fee upon Influencer’s receipt of the second
Season’s Box.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their authorized
representatives.
FABFITFUN: INFLUENCER LOAN OUT: JFF Entertainment f/s/o CARA

DELEVINGNE:
Signed:______________________ Signed:_______________________ Signed:_______________________

By: _________________________
Jolie Jankowitz By: __________________________ Kara Fox
By: __________________________
Title:________________________
Director Title: _________________________ Senior Brand Manager
Title: _________________________
E-mail: Legal@fabfitfun.com E-mail:________________________ Kara.a.fox@gmail.com
E-mail:________________________

Page 31
EXHIBIT A-4
Page 32


_____________________________________________________________________
Talent Name: JFF Entertainment, LLC f/s/o Sarah Hyland
Business address: 3001 Grand Canal, Venice, CA 90291
“Product” means the FabFitFun Spring, Summer 2019 Boxes.
Facebook Live
1. Talent shall record two (2) total unboxings, one (1) post per season, of the Box using Facebook
Live. After Talent records the Facebook Live unboxing, the recording of the unboxing shall live
on Talent’s Facebook page.
Instagram
1. Create and post two (2) total Instagram posts, one (1) post per season, on Talent’s Instagram
account. Talent shall have editorial discretion regarding the Post content and shall take into
consideration the guidelines provided by Company.
Instagram Story
1. Talent shall create two (2) Instagram stories, one (1) story per season, that is five (5) to seven (7)
slides long on Talent’s Instagram account.
KEY DATES
Start Date to publish Posts: For each season, upon Talent’s receipt of the Box.

Page 33

advertising account. FabFitFun shall have the unrestricted right to create and publish ads using Talent’s
Facebook advertising account. FabFitFun shall be responsible for paying for all ads that it publishes
under Talent’s Facebook advertising account. If Talent reasonably and
verbally requests to Company that an ad be taken down due to the ad being harmful to the Talent’ image
and likeness, Company shall abide.
Hashtags:
on mobile devices
URL:
Tags:
FEE AND INVOICING
Fee: Fifty Thousand US Dollars ($50,000.00).
Invoicing: Talent shall invoice FabFitFun for fifty percent (50%) of the fee upon execution of this
agreement. Talent shall invoice FabFitFun the remaining fifty (50%) of the fee upon Talent’s receipt of
the second season’s Box. FabFitFun shall pay valid invoices within thirty (30) days of receipt of invoice.
1. Services. Talent will cause Talent to provide the services listed under the heading “Social Media
2. License Grant. Talent hereby grants Company a limited, fully paid license to: (i) use, distribute,

Page 34

power, and authority to enter into and perform its obligations under this Agreement. Talent represents,
with regard to the provision of the Services to which Talent is held.

7. Miscellaneous. A party may send notice under this Agreement by email to the other party’s email address
this agreement which, by their nature, are intended to survive termination (including but not limited to the Talent
same instrument.
SIGNATURES

Page 35

FABFITFUN, INC. JFF Entertainment, LLC

f/s/o Sarah Hyland
_________________________
Signature _________________________
Signature
_________________________
Jolie Jankowitz
Name and Title _________________________
John Fitzpatrick , Principal
Name and Title
_________________________
1/4/19
Date January 3, 2019
_________________________
Date
Email for notice: legal@fabfitfun.com

Email for notice:___________
Kara.a.fox@gmail.com
1. Be Honest
become one of our influencers and were not previously receiving the box.
of the product.

Page 36

2. Obey the Law
1 2
3. Disclose
disclosure must:
be repeated.
re-tweets.
1
(available at
2
(available at

Page 37

modified.
FabFitFun:

Page 38

* * * *
______________________________
Signature
January 3, 2019
_________________
Date

Page 39

Fab Fit Fun V JFF Entertainment

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Electronically FILED by Superior Court of California, County of Los Angeles on 07/24/2020 11:56 AM Sherri R.

Carter, Executive Officer/Clerk of Court, by N. Alvarez,Deputy Clerk

TELEPHONE NO: (323) 352-0908 FAX NO. (Optional):

E-MAIL ADDRESS (Optional): elliot@fabfitfun.com

DEFENDANT: JFF Entertainment, LLC

CROSS-COMPLAINT AMENDED CROSS-COMPLAINT (Number):

Jurisdiction (check all that apply): CASE NUMBER:

b. has complied with all licensing requirements as a licensed (specify):

(4) a public entity (describe): (4) a public entity (describe):

(5) other (specify): a Delaware LLC (5) other (specify):

Talent Name: JFF Entertainment, LLC f/s/o Brittney Atwood

Talent’s Company Name (if applicable): _____________________

Business address: _3001 Grand Canal, Venice, CA 90291

SOCIAL MEDIA SERVICES

“Product” means the FabFitFun Spring​ ​2019 Box.

Talent shall provide the following Services.

Start Date to publish Posts:​ ​February/March 2019 (TBD)

OTHER DETAILS AND ELEMENTS

FEE AND INVOICING

Fee: ​Seven Thousand Dollars ($7,000.00).

TERMS AND CONDITIONS

6. Limitation of Liability. EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

Email for notice: legal@fabfitfun.com Email for notice:___________@gmail.com

FABFITFUN COMPLIANCE GUIDELINES

2. Obey the Law

I have reviewed and agree to FabFitFun’s Compliance Guidelines:

Talent Name: JFF Entertainment, LLC f/s/o Ashley Benson

Talent’s Company Name (if applicable): _____________________

Business address: 3001 Grand Canal, Venice, CA 90291

SOCIAL MEDIA SERVICES

“Product” means the FabFitFun Spring, Summer​ ​2019 Boxes.

Talent shall provide the following Services.

OTHER DETAILS AND ELEMENTS

FEE AND INVOICING

Fee: ​Fifty Five Thousand US Dollars ($55,000.00).

TERMS AND CONDITIONS

6. Limitation of Liability. EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

FABFITFUN COMPLIANCE GUIDELINES

2. Obey the Law

I have reviewed and agree to FabFitFun’s Compliance Guidelines:

MASTER INFLUENCER AGREEMENT

“FabFitFun”: FabFitFun, Inc. a Delaware corporation

JFF Entertainment, LLC f/s/o Cara Delevingne, an individual

8. LIMITATION OF LIABILITY.​ EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

FABFITFUN: INFLUENCER LOAN OUT: JFF Entertainment, LLC f/s/o​ ​CARA

Signed:______________________ Signed:_______________________ Signed:_______________________

FABFITFUN COMPLIANCE GUIDELINES

2. Obey the Law

4. Review and Correct

I have reviewed and agree to FabFitFun’s Compliance Guidelines:

SOW Term: ​Ninety (90) days from each Post Date.

In every Post, and subject to platform restrictions, Influencer shall include:

FABFITFUN: INFLUENCER LOAN OUT: JFF Entertainment f/s/o CARA

Signed:______________________ Signed:_______________________ Signed:_______________________

360 N. La Cienega Blvd., Floor 3-B

Talent Name: JFF Entertainment, LLC f/s/o Sarah Hyland

Talent’s Company Name (if applicable): _____________________

Business address: 3001 Grand Canal, Venice, CA 90291

SOCIAL MEDIA SERVICES

“Product” means the FabFitFun Spring, Summer​ ​2019 Boxes.

Talent shall provide the following Services.

FABFITFUN RIGHT TO USE CONTENT

OTHER DETAILS AND ELEMENTS

“Product” means the FabFitFun Spring 2019 Box.

Start Date to publish Posts: February/March 2019 (TBD)

Fee: Seven Thousand Dollars ($7,000.00).

“Product” means the FabFitFun Spring, Summer 2019 Boxes.

Fee: Fifty Five Thousand US Dollars ($55,000.00).

8. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH AN INDEMNITY OBLIGATION

FABFITFUN: INFLUENCER LOAN OUT: JFF Entertainment, LLC f/s/o CARA

Signed:__________ Signed:_ Signed:_____________

SOW Term: Ninety (90) days from each Post Date.

Signed:__________ Signed:_ Signed:_____________

“Product” means the FabFitFun Spring, Summer 2019 Boxes.

Fee: Fifty Thousand US Dollars ($50,000.00).

Email for notice: legal@fabfitfun.com