RUNNR Active Partnership Agreement1. Definitions
For the purposes of this Agreement, the following terms shall have the following meanings:
Agreed Material refers to material provided by RUNNR Active and the Partner that has been agreed upon by both parties for publication on the Partner's social media accounts.
Working Day refers to a day that is not a Saturday, Sunday or a public holiday in England, on which banks in London are open.
Campaign Plan refers to the schedule outlining the number of publications within a specific period as set out in Clause 3.
Confidential Information refers to information or materials relating to this Agreement, RUNNR Active, the Partner, or their respective products, services and business practices that are not generally known to the public.
RUNNR Active Materials refers to promotional materials, texts and content that RUNNR Active provides to the Partner in connection with RUNNR Active products.
Instagram Posts refer to posting the Agreed Material and the associated description, including links and hashtags, on the Partner's Instagram account.
Instagram Stories refers to an Instagram Story consisting of three frames, including a swipe-up or link element. Every Story must contain one video frame and one swipe-up. For example:
(i) A video showing and explaining the product and mentioning the discount code.
(ii) A flat lay photo (or boomerang) and a picture of the product in use.
(iii) A swipe-up link tagging @runnractive and including the discount code.
Instagram Video Content involves integrating a promotional message introducing a RUNNR Active product into an Instagram video with a minimum duration of two (2) minutes. The products to be promoted and instructions will be communicated to the Partner before the video is created.
Intellectual Property Rights means all intellectual property rights including patents, registered trademarks, designs, copyrights (including software), database rights, applications for the aforementioned rights, unregistered trademarks, know-how, unfair competition rights, moral rights and similar rights, whether registered or unregistered, in the United Kingdom and throughout the world, including all renewals and extensions.
Publications refers to the posting of Instagram Posts, Instagram Stories, YouTube videos and any other agreed content across the Partner's social media accounts.
Partner Materials refers to all material created by the Partner to fulfil the Partnership Services, which contains or incorporates RUNNR Active products.
Partnership Services refers to the services described in Clause 2.
Partner Social Media Accounts refers to the Partner's Instagram account and any other agreed social media channels operated by the Partner or their representatives.
Duration refers to the agreed duration of the Campaign Plan.
2. Partnership Services
2.1
In consideration of the agreed remuneration, the Partner undertakes to publish the Agreed Material on their social media accounts in accordance with the Campaign Plan.
2.2
Both parties acknowledge that the provision of the Partnership Services consists solely of the publication of the Agreed Material.
2.3
Any material published without mutual agreement shall not be considered a provision of the Partnership Services.
2.4
The Partner must submit all content to RUNNR Active for approval prior to publication, at least twenty-four (24) hours before the planned publication date.
2.5
Upon receipt, RUNNR Active shall review the content and add any relevant text, links or amendments before returning it to the Partner for final approval.
2.6
RUNNR Active shall have final approval over the Agreed Material but undertakes not to jeopardise the Partner's reputation. RUNNR Active shall be entitled to one round of reasonable editorial revisions.
2.7
The Partner is responsible for publishing content in accordance with the agreed Campaign Plan.
2.8
The Partner undertakes to follow all briefs and instructions provided by RUNNR Active.
2.9
Insights and performance metrics from Instagram Stories must be submitted to RUNNR Active within twenty-four (24) hours of publication.
2.10
During the campaign period and for three (3) weeks thereafter, the Partner shall not promote competing running apparel, activewear, sportswear or similar products without the prior written consent of RUNNR Active.
2.11
Both parties undertake to maintain confidentiality regarding all Confidential Information, including the contents of this Agreement.
3. Campaign Plan
3.1
The campaign shall commence on the agreed start date and continue for a minimum period of one (1) month.
3.2
Following the initial term, the campaign shall continue on a rolling monthly basis unless terminated in accordance with this Agreement.
3.3
The campaign shall include the following content:
One (1) Instagram Photo Post; or
One (1) Instagram Video Post.
Additional content requirements may be agreed in writing between the parties.
3.4
RUNNR Active shall provide at least seventy-two (72) hours' notice before any planned campaign activity or product launch requiring content support.
3.5
Either party may terminate the ongoing campaign after the initial one-month period by providing written notice at least fifteen (15) days before the commencement of the next campaign period.
4. Non-Defamation
Both parties agree not to undertake any action during the term of this Agreement or any applicable notice period that could damage or negatively affect the reputation, business, products, employees or representatives of the other party.
5. Ownership and Usage Rights
5.1
All Intellectual Property Rights relating to the RUNNR Active Materials shall remain the sole property of RUNNR Active.
5.2
The Partner grants RUNNR Active a royalty-free, worldwide licence to use, reproduce, publish, repost and distribute the Agreed Material across RUNNR Active's owned marketing channels, including social media, email marketing, website content and paid advertising, for a period of twelve (12) months following publication.
5.3
RUNNR Active shall not materially alter the Agreed Material in a manner that misrepresents the Partner or damages the Partner's reputation.
5.4
The Partner retains ownership of the Partner Materials but grants RUNNR Active the rights set out in Clause 5.2 for the agreed duration.
6. Termination
6.1
Either party may terminate this Agreement upon seven (7) Working Days' written notice if:
6.1.1
The other party takes actions that damage or could reasonably damage the reputation of RUNNR Active or the Partner.
6.1.2
The other party repeatedly or materially breaches the provisions of this Agreement.
6.2
Any content already published in accordance with the Campaign Plan shall be compensated as agreed. Any unpublished content shall not be subject to payment unless otherwise agreed in writing by both parties.
7. Applicable Law
This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.
