Additional Terms
Company shall have the right to share or repost the Social Media Posts, in whole and without edit (except for formatting) during the Flight Period on its owned and operated social media pages.
Talent hereby grants Company rights to use the delivered content on the following media: Internet, print, email, and Company and Talent owned and controlled social media channels. All content used will properly credit the Talent’s social handle, name or likeness. All other uses of the Deliverables or Talent IP (defined below) shall be subject to Talent’s prior written approval.
Talent maintains the rights to use images for their personal blog, self-publication or in any other production but agrees not to use images or enter into any other commercial agreement, to exploit any right relating to Company, or to use images in a defamatory or disparaging manner with relation to Company.
Standard Terms and Conditions
Terms of Services:
Talent shall represent Company in a positive way and refrain from any course of conduct, act, or omission, that would tend to harm the reputation of the Company. More specifically, Talent shall not engage in course of conduct, act, or omission, that is or can be reasonably expected to subject Talent to public scandal, disrepute, widespread contempt, public ridicule, or which is widely deemed by members of the general public, to embarrass, offend, insult or denigrate individuals or groups, or that will tend to shock, insult or offend the community or public morals or decency or prejudice Company. Moreover, Talent shall not use any profane or obscene language in any social media posts created in relation to this Agreement or in any comments or replies to such posts. Company shall have reasonable discretion to determine if any conduct, act, or omission violates this paragraph. The obligations under this paragraph shall be referred to as the “Code of Conduct.”
No nudity in posts featuring Company.
No profanity in replies to comments in posts featuring Company.
Approval Process. Company shall provide required talking points, a draft brief or a draft script for the Deliverables, including either a unique affiliate link or coupon/promotional code. If a draft script or brief is provided, the Parties shall mutually agree to the
contents thereof. Company acknowledges and agrees that Company and/or Talent has sole creative discretion in modifying such talking points or script in a way that is consistent with Talent’s voice, image, and brand. Notwithstanding, Talent shall not say
anything disparaging, controversial, or offensive in the
Deliverables. Unless otherwise set forth in the IO, Company shall have no right to approve the Deliverables prior to their distribution.
Expenses. Any out-of-pocket expenses incurred by the Talent to provide such services will be fully at the expense of the Talent. The Company will not reimburse any expenses outside of the agreed upon commission terms listed above.
Confidentiality. The terms of this agreement and the commission and payment structure shall remain confidential.
Limitation of Liability. The Company’s liability will be limited to the total Payment Amount due to the Influencer.
Indemnification. The Company and the Talent will each defend, indemnify, and hold the other harmless, including, but not limited to, affiliates, successors, assigns, employees, agents, and officers) against all losses, damages, deficiencies, liabilities, awards, penalties, or expenses of whatever kind, including attorneys’ fees and related legal fees, incurred by themselves in connection with any claims, suits, actions, demands, or judgments arising out of this Contract.
Intellectual Property. Each Party shall retain all right, title, and interest to its own intellectual property, including without limitation, trademark, copyright, right of publicity and privacy, and any and all renewals, extensions, revivals and resuscitations thereof, throughout the universe in perpetuity in all media now
known or hereafter devised. Talent agrees not to use or refer to (or authorize any third party to use or refer to) the Company name, trademark, materials, or third party rights authorized herein (collectively, “Company Marks”) for any purpose other in connection with the services and Deliverables as required hereunder; all other uses of Company Marks shall require Company’s prior written approval in each instance. Except for references to the Talent’s name as expressly authorized in the IO (e.g. in connection with affiliate links or promo codes), Company agrees not to use or refer to Talent’s name, image, voice, likeness,
biographical data, trademarks, logos, business names, and any other intellectual property rights personal to, controlled or owned by Talent (collectively, the “Talent IP”) without Talent’s prior written approval on a case-by-case basis. Any
approval given hereunder shall apply only to the particular Talent IP, and for the specific purpose for which the approval was expressly given. Company agrees not to use the Talent IP in connection with merchandising or commercial tie-ins, or to imply or attribute, directly or indirectly, any endorsement or testimonial to Talent. Company’s use of the Talent IP shall insure exclusively to the benefit of Talent, and Company shall not acquire any rights therein. All rights not expressly granted by Parties are hereby expressly reserved.
Talent Will Comply With Laws. The Talent promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations, including but not limited to FTC disclosures.
Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE CONCERNING THIS AGREEMENT’S SUBJECT MATTER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND
GOODWILL EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND WILL SURVIVE TERMINATION FOR WHATEVER REASON AND APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. EXCEPT FOR ANY BREACH OF SECTION 5 OF THIS STC AND EXCLUDING ANY ATTORNEY’S FEES AWARDED TO THE PREVAILING
PARTY AND EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER (UNLESS EXPRESSLY NOTED OTHERWISE), COMPANY’S AGGREGATE LIABILITY HEREUNDER SHALL BE LIMITED TO THE COMPENSATION AMOUNTS PAID TO COMPANY.
Independent Contractor. Neither Party is granted any right or authority to assume or to create any obligation or responsibility, expressed or implied, on behalf of or in the name of the other or to
bind the other in any manner or thing whatsoever. Nothing in this Agreement will be construed as creating the relationship of employer and employee, joint venture, partnership, distributorship, franchise, agency or consignment between the Company and Talent.
