IT IS AGREED as follows
For the purpose of this agreement the following terms shall have the following meanings:
Agreed Material means the Hairburst Material and the Ambassador Material that has been supplied by Hairburst and the Ambassador and that has been agreed by the Parties for posting to the Ambassador Social Media Accounts;
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Campaign Schedule means the schedule detailing the number of Postings within a time period as defined in clause 5.
Confidential Information means information or material relating to this agreement, Hairburst, the Ambassador or their respective products, services and business practices which are not generally known to the public;
Hairburst Material means the promotional material, copy and content provided by Hairburst to the Ambassador in relation to particular Hairburst products;
Instagram Posts means the posting of the Agreed Material and its associated description, including links and hashtags to the Ambassadors Instagram Account;
Instagram Stories means an Instagram story containing 3 frames including a swipe up element. Each story must have 1 frame (video) and a swipe up. An example includes:
(i)A video showing & talking about the product/main benefits and mentioning the discount code
(ii)Flat lay pic (or boomerang) and a pic holding the product.
(iii) Swipe up link: tag @hairburst and the discount code.
Instagram IGTV means an integration of a promotional speech introducing the Hairburst product in an Instagram video, through IGTV with a minimum duration of 2 minutes. The products to promote and the instructions for the promotional video will be shared with the Ambassador prior to the production of the video.
Intellectual Property Rights means rights in all intellectual property rights including patents, registered trade marks, registered designs, utility models, copyrights (including rights in computer software), database rights, applications for any rights to apply for any of the foregoing, unregistered trade marks, design rights, rights in get-up and look and feel, know-how, rights to prevent passing off for unfair competition and copyright, moral rights, database rights, topography rights, and any other rights in any invention, discovery or process, in each case in the United Kingdom and all other countries in the world and together with all renewals and extensions.
Postings means the publishing of Instagram Posts, Instagram Stories, YouTube video and any other agreed social media platform on and using the Ambassador Social Media Accounts.
Ambassador Material means any material created by the Ambassador to be used to perform the Ambassador Services that include and incorporate the relevant Hairburst products;
Ambassador Services means the services set out in clause 2;
Ambassador Social Media Accounts means the Ambassadors Instagram Account as well as any other agreed social media platform operated by the Ambassador or their representatives.
Term means the agreed duration of the Campaign Schedule.
2. Ambassador services
2.1 In consideration for the Payment the Ambassador agrees to publish the Agreed Material on the Ambassador Social Media Accounts in accordance with the agreed Campaign Schedule.
2.2 The parties acknowledge that the performance of the Ambassador Services shall only strictly mean the posting of Agreed Material to the Ambassador Social Media Accounts.
2.3 The Parties agreed that should any Ambassador Material or Hairburst Material be posted to the Ambassador Social Media Accounts without agreement of the parties, this shall not be regarded as performance of the Ambassador Services.
2.4 The Ambassador must provide all Ambassador Material to Hairburst prior to publication on the Ambassador Social Media Accounts. The content should be provided to Hairburst 24 hours before the intended posting date.
2.5 Upon receipt of the Ambassador Material in accordance with clause 2.4, Hairburst shall incorporate all copy, content and links to be used. This shall then be shared with the Ambassador with the view of agreeing the content as Agreed Material.
2.6 The Ambassador acknowledges that the final decision regarding Agreed Material shall be made by Hairburst. However, Hairburst shall make all reasonable efforts to ensure that any Agreed Material shall in no way tarnish the reputation of the Ambassador. Hairburst will be allowed one round of edits during the approval process.
2.7 The Ambassador shall be responsible for publishing the Postings on the Ambassador Social Media Accounts in accordance with the Campaign Schedule.
2.8 The Ambassador agreed to comply with all reasonable instructions (brief) provided by Hairburst in relation to the delivery of the Ambassador Services.
2.9 The Ambassador shall supply to Hairburst the insights of any posted Instagram Stories within 24 hours after publication.
2.10 The Ambassador agrees that no other hair vitamins/masks/growth/extension products will be promoted by the Ambassador on the Ambassador Social Media Accounts during the Campaign Schedule and for a period of 3 weeks following the last piece of material in the campaign.
2.11 The Parties agree not to disclose any confidential information that is owned by a Party and that is shared with the other. For the avoidance of doubt, the terms of this agreement shall be deemed Confidential Information.
3. The campaign schedule
3.1 The campaign will start on the 04.05.2020 and shall last for at least 1 month
3.2 The campaign will carry on every month, until the Ambassador notice Hairburst of its will to exit the program
3.3 The campaign will consist of the following Postings:
3.3.1 1x Instagram Photo Post; OR
3.3.2 1x Instagram Video Post
3.4 Hairburst will provide notification to the Ambassador and any specific scheduling 72 hours prior to any intended Postings.
3.5 The Ambassador will be able to exit the Ambassador Program after 1 month, by providing a written notice to Hairburst, at least 15-days before the next campaign.
4. Non Disparagement
Both Parties agree that during the Term and for NON-DISPARAGEMENT PERIOD neither party will take action which is intended, or would reasonably be expected, to materially harm either party, any affiliate, their respective businesses, officers, directors, or employees, harm the reputation of any of the foregoing, or which would reasonably be expected to lead to unwanted or unfavourable publicity.
5.1 Hairburst will own all Intellectual Property Rights in the Hairburst Material, Ambassador Material and Agreed Material.
5.2 Hairburst will be expressly able to use the Agreed Material in their own promotional content for 12 months, which will involve reposting organic content to other Hairburst channels.
5.3 The Agreed Material shall not be altered, used out of context or deliberately put the reputation of the Ambassador in jeopardy.
5.4 Hairburst hereby grant to the Ambassador a royalty free licence to use the Agreed Material strictly for the performance of the Ambassador Services.
6.1 Either party may terminate during this agreement once entered into it, immediately, upon giving notice of 7 Business Days in the event that:
6.1.1 a party engage in any action or conduct that brings, or could be reasonably perceived to bring, the Ambassador or Hairburst into disrepute;
6.1.2 either party commits any serious or repeated breach or non-observance of any of the provisions of this agreement.
6.2 Payment will be made for any Postings that have been published but not pending.
7. Governing Law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims)