This Agreement (the "Agreement") is entered into between the affiliate influencer (“Influencer”) and Conair LLC ("Conair"). In consideration of the conditions, covenants and agreements herein set forth, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:
Morals Clause and Disparagement. Influencer shall conduct himself or herself at all times with due regard to public morals and conventions. If at any time Influencer conducts himself or herself in a manner offensive to decency, morality or social proprietary resulting in public scandal or ridicule, or that reflects unfavorably on Conair, Conair’s products or the image of the Conair’s “brand,” or that reduces the value of Conair’s association with Influencer, Conair shall have the right in its reasonable good faith discretion to immediately terminate this Agreement. If Influencer publicly disparages Conair, its brands or its products or breaches its obligations herein, Conair shall also have the right to immediately terminate this Agreement. In addition, upon request by Conair at any time, Influencer agrees that it shall promptly remove all Content and Communications from its social media pages, its websites or other outlets. Conair's reasonable good faith decision on all matters arising under this paragraph shall be conclusive.
Mutual Representations, Warranties, Covenants. Each Party represents, warrants and covenants that (i) it has the right to enter into this Agreement and to grant all rights set forth herein, (ii) it has not infringed nor will it infringe any right of any third party in the performance of its Services or its obligations hereunder, and (iii) there are no contracts or understandings with any other person or entity which would prohibit the performance of the obligations and grants of rights herein agreed to by it.
Influencer Representations, Warranties, Covenants. Influencer represents, warrants and covenants that: (i) Influencer shall perform services hereunder in a professional and workman like manner to the best of his or her abilities and shall comply with any guidelines; (ii) Influencer statements shall reflect honest views and personal experiences (if applicable) and Influencer shall promptly notify Conair if Influencer’s opinion changes from Influencer’s original opinion; (iii) Influencer shall comply with all applicable laws, rules, regulations and regulatory guidelines, including the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising” (the “Guidelines”) and, without limiting Influencer’s obligations in respect of the foregoing, Influencer shall make such disclosures as Conair reasonably designates in an effort to comply with the Guidelines and other applicable law; (iv) Influencer shall comply with the terms of use of any social media site or platform on which its posts as part of the Services; (v) Influencer shall not violate, infringe upon or misappropriate any right of a third party (e.g., copyright, trademark, right of publicity or privacy) or promote illegal activities or publish obscenities or racial or ethnic slurs; content that is discriminatory, hateful, threatening, or pornographic, or content that contains nudity or graphic or gratuitous violence and (vi) to the extent that any third party materials, including but not limited to images or music, are contemplated to be included in any content or communications provided by Influencer, Influencer shall have obtained appropriate consents, licenses or releases necessary.
Indemnification. Each party agrees to defend, indemnify and hold harmless the other party and its directors, officers, employees, agents, successors and assigns against any suits, claims, causes of action, judgments, liabilities, damages and expenses (including without limitation reasonable attorneys’ fees and court costs) in connection with, relating to or arising from (i) the breach of any provision of this Agreement by such party (ii) the willful misconduct or negligence of such party; and/or (iii) any claim that any communications, content or other materials created or provided by such party hereunder infringes or misappropriates any right of a third party.
Termination Rights. Either party shall have the right to terminate this Agreement for cause if the other party has materially breached this Agreement and the breach is not cured (if curable) within five (5) business days of the date of the non-breaching party’s written notice to the breaching party describing such breach. The party terminating this Agreement for cause shall have all rights and remedies available to it under law or equity. In addition, Conair shall have the right to terminate this Agreement for convenience upon thirty (30) days written notice (including by e-mail) to Influencer.
Miscellaneous. This Agreement does not create any partnership, joint venture, employment or agency relationship between the parties. Neither party shall have the authority to bind the other party. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, licensees and assigns, except that Influencer’s obligations hereunder may not be delegated and Influencer may not assign, transfer, pledge, encumber or dispose of any of Influencer’s rights hereunder without Conair's prior written consent. Any such attempted assignment, delegation or disposition by Influencer shall be null and void and without effect. All Exhibits to this Agreement are incorporated into this Agreement by reference and shall be considered an integral part of this Agreement. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous discussions and agreements, whether oral or written, with respect to the subject matter hereof. This Agreement may be amended, altered or modified only by an instrument in writing duly signed by authorized representatives of both parties. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not prejudice or affect its rights hereunder. No waiver by either party of any breach of this Agreement shall operate as a waiver of any subsequent or continuing breach, and no waiver shall be effective unless made in writing. The parties acknowledge and agree that the rights and obligations of the parties set forth herein which by their nature would continue beyond the termination or expiration of this Agreement. This Agreement (including any Exhibits) shall be governed by, and interpreted under, the laws of the State of Connecticut without regard to any of its conflict of laws principles. All disputes or claims arising out of or pertaining to this Agreement shall be resolved by the state or federal courts located in Fairfield County, Connecticut, which shall have exclusive jurisdiction of such disputes and claims. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute one and the same agreement. Counterparts may be delivered by mail, facsimile or by electronic format (including in Portable Document Format (PDF)) and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall have the same legal force and effect as an original document.
