SeroVital, LLC (“Company”) retains the services of Affiliate as a social media poster and digital and social media marketer and other media as Company requires (together, the “Digital Media Posts”), which will promote a SeroVital product as determined by the Company (the “Product”).
Services to be Rendered by Affiliate. During the Term of this Agreement, Affiliate will perform the previously agreed upon services (the “Services”) as a general promoter of Company products in social media, Digital Media Posts, and other media.
1.1 Creation and Posting of Digital Media Posts. This content will support the previously agreed upon Product(s) following Company’s provided guidelines and instructions.
1.2 Affiliate must use hashtag. It is agreed and understood that Affiliate will not post/upload any content without using the hashtag "#serovitalaffiliate". Company will regularly monitor content to ensure that it complies with Company's provided guidelines. Company will provide guidance on certain wording to be used or avoided, but the content will be created by Affiliate.
1.3 Good Faith. Affiliate shall exercise good faith and the highest degree of loyalty towards the promotion of the Product and the business interests of the Company in the performance of Affiliate’s duties.
1.4 No PPC. Pay-Per-Click bidding is not allowed. Affiliate may not compete with Company through any search engine optimization. If any Pay-Per-Click bidding is used by Affiliate, or if Affiliate competes with Company's search engine optimization in any way, Company may immediately terminate this agreement, cease all payment to Affiliate, and remove Affiliate from the affiliate program.
2. Grant of Rights. During and after the Term of the Agreement, Affiliate hereby grants to Company the permanent right to use Affiliate’s name, voice, likeness, photograph, nickname or sobriquet, signature, and/or biographical materials, and Digital Media Posts (in whole or in part) in its own marketing of the Product and on Company platforms at the Company’s sole discretion. This grant of rights includes the right for Company to use Affiliate’s likeness, photograph, verbal and/or oral statements, written statements, nickname or sobriquet, and/or name in email, website, digital, social media, television, blogs, and print marketing without restriction as to changes or transformations thereto that Company may incorporate into its marketing materials at Company’s discretion for any purpose anywhere in the world. Affiliate relinquishes any right Affiliate might otherwise have to examine or approve the completed marketing materials into which Company will incorporate the Digital Media Posts, or any part thereof.
3. Compensation. As full and complete compensation and in consideration of all Services to be rendered by Affiliate and rights granted pursuant to this Agreement, the Company agrees to pay Affiliate the previously agreed upon compensation on a schedule to be determined by Company.
4. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall, unless terminated earlier pursuant to the terms set forth below, end once campaign is complete. The Company shall have the right, in its sole discretion, to terminate this Agreement at any time by giving to Affiliate written notice of termination. In such event, upon receipt of notice from the Company, Affiliate’s work hereunder shall immediately cease and no further compensation will be paid.
5. Representations and Warranties.
5.1 Affiliate's. Affiliate represents, warrants, and covenants that Affiliate: (a) shall comply with all applicable laws and regulations in rendering the Services, including without limitation all Federal Trade Commission regulations and guidelines (including but not limited to the FTC’s Revised Endorsement Guidelines); (b) shall not violate, infringe upon, or misappropriate any third party’s rights, including without limitation as the same relates to the images and other intellectual property created in connection with the Services; (c) has full power and authority to enter into this Agreement; and (d) shall not disclose to any party or utilize any confidential or proprietary information that may be obtained hereunder regarding the Company or its products or services.
5.2 Company’s. Company represents, warrants, and covenants that Company: (a) has the full right, power and authority to enter into and to perform this Agreement; and (b) shall be solely responsible and pay all Fee obligations hereunder.
5.3 Essence of the Agreement. Affiliate’s and Company's warranties, representations and covenants set forth above are of the essence of this Agreement.
6. Intellectual Property. Except for references to the Product and any approved trademarks as part of the performance of Affiliate’s Services hereunder, Affiliate agrees not to use or refer to any trademark of Company or any of its affiliates (collectively, the “Marks”) without Company’s prior written approval on a case-by-case basis. Any approval given hereunder shall apply only to the particular Mark, and for the specific purpose, for which the approval was expressly given. Affiliate’s approved use of the Marks, including any use of trademarks related to the Product, shall inure exclusively to the benefit of the Company, and Affiliate shall not acquire any rights therein.
7. Independent Contractor. Affiliate will act as an independent contractor in the performance of the Services under this Agreement. Nothing hereunder shall create a partnership or joint venture of any kind between Company and Affiliate. Affiliate shall be responsible for payment of all taxes arising out of Affiliate’s performance of the Services. Company shall not withhold any taxes in connection with any Fee due to Affiliate hereunder, and Affiliate shall indemnify, defend and hold Company harmless from any and all claims, causes of action or any costs related thereto. Additionally, Affiliate shall not have the right or authority to bind, incur debt on behalf of, or obligate the Company in any way.
8. General Provisions
8.1 Entire Agreement. This Agreement contains the entire understanding of' the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, between them with respect to the subject matter hereof. Each party has executed this Agreement without reliance upon any promise, representation or warranty other than those expressly set forth herein. Each party has had the opportunity to consult with legal counsel regarding the propriety of entering into this Agreement.
8.2 Waiver of Breach. The failure of any party hereto at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provisions, or in any way to affect the validity of this Agreement or any provisions hereof or the right of any party hereto to thereafter enforce each and every provision of this Agreement.
8.3 Governing Law. This Agreement shall be governed by the laws of the State of Utah. Any litigation initiated hereunder shall be brought in state or federal courts located in Salt Lake County, Utah, and the parties consent to jurisdiction and venue therein.
8.4 Severability. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect either the balance of such provision or the remaining provisions hereof, or render invalid or unenforceable such provision in any other jurisdiction.
8.5 Headings. The headings of Sections and subsections have been included for convenience only and shall not be considered in interpreting this Agreement.
