AZOVA Affiliate Marketing Agreement
This Agreement (the "Agreement") is made and entered into on the date of acceptance by the Affiliate (the "Affiliate") and AZOVA Inc. (the "Company").
Purpose of Agreement. The Affiliate and the Company hereby agree to enter into a mutually beneficial relationship whereby the Affiliate will advertise and promote the Company's software and services (the "Services") to the Affiliate's followers and audience through various social media platforms, blogs, and other online channels (the "Platforms"). The Company will compensate the Affiliate for posting content that promotes the Company’s products.
Term of Agreement. This Agreement will commence on the date of acceptance by the Affiliate and will continue until terminated by either party upon thirty (30) days' written notice. AZOVA shall also have the right to immediately terminate this Agreement for cause before the end of the Term by written notice to Affiliate if (a) Affiliate materially breaches this Agreement, (b) engages in any act or conduct or becomes involved in situations or occurrences which a reasonable person would deem reflect unfavorably upon AZOVA or its business, products, and/or services, or which result in Affiliate being formally charged with or convicted of a crime or otherwise coming into public disrepute, (c) any derogatory statement made by Affiliate about AZOVA or its products or services becomes publicly known, or (d) any act or conduct of Affiliate, past or present, impacts either the reputation of Affiliate or Affiliate’s ability to perform under this Agreement, all as determined by AZOVA in its sole judgment, to be exercised reasonably.
Compensation. Company will compensate Affiliate for each post as outlined in Exhibit A.
Payment schedule. AZOVA will pay Affiliate for each post that is completed each month within thirty days of the last day of the following month.
Representations and Warranties. Affiliate represents, warrants, and covenants that Affiliate, and any employees or subcontractors of Affiliate or other third party Affiliates engaged by Affiliate (each an “Affiliate Party” and collectively “Affiliate Parties”):
Will not post any information or content or conduct any activity that may violate, or which encourages the violation of, applicable local, state or federal laws or regulations and will promptly remove any such third-party content posted to blogs, social media accounts, or other sites, platforms, or services of each Affiliate Party upon learning of it.
Will not post any information or content that infringes or violates, or may infringe or violate, any intellectual property or other right of any third party and will promptly remove any such third party information or content posted to blog, social media accounts, or other sites, platforms, or services of each Affiliate Party upon learning of it.
Has/have read and will fully comply with the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf ) when talking or writing about AZOVA or AZOVA’s products and services.
Has/have read and will fully comply with the FTC’s guidance at http://business.ftc.gov/documents/bus71-ftcs-revised-endorsement-guideswhat-people-are-asking.
Will clearly and conspicuously disclose the identity of each Affiliate Party, and that such Affiliate Party has received compensation and product and/or other incentive items from AZOVA (as applicable) clearly, conspicuously, and proximately to any mention by such Affiliate Party of AZOVA or AZOVA’s products and services.
Will not make any false, misleading, or deceptive statements, and will not make any product performance or attribute claims about AZOVA products or services (Affiliate Party may express personal opinions based upon Affiliate Party’s actual personal experience, clearly designated as such, and subject to the requirements of the Guides and the AZOVA Social Media Guidelines).
Will ensure that all Affiliate Party statements accurately reflect only such Affiliate Party’s honest, current opinions and beliefs based on such Affiliate Party’s personal experience.
Will not purport to speak on behalf of AZOVA.
Will maintain social media accounts and activities related to such Affiliate Party in a manner appropriate for a family audience.
Services will comply with all applicable laws, rules, and regulations issued by local, state, and federal authorities applicable to Affiliate Party’s performance under this Agreement.
Will comply with all applicable website and platform terms of service, membership agreements, privacy policies, and other similar applicable governing documents of any third-party sites, services, platforms, or venues that such Affiliate Party uses in performing the Services.
The Materials are Affiliate’s own original work, or that created for or on behalf of Affiliate, and do not violate any applicable laws.
The use of the Materials as permitted in this Agreement does not and will not violate in any way the rights of any Affiliate Parties or other third parties, including but not limited to copyright and other intellectual property, privacy, or publicity rights.
No third-party rights, licenses, or permissions from any other party are required for AZOVA to use the Materials as contemplated in this Agreement.
Has the necessary skills, knowledge, and experience to effectively promote the Services and that they will use best efforts to do so.
The Affiliate further represents and warrants that they will not engage in any fraudulent or deceptive practices in connection with their promotion of the Services.
Affiliate will provide to Company the content of each post that affiliate plans to promote the Services and the Company must first approve each post prior to affiliate making each post live. This is to assure compliance with telehealth laws and laws regarding healthcare claims.
Indemnification. The Affiliate agrees to indemnify and hold harmless the Company, its affiliates, and their respective officers, directors, and employees, from and against any and all claims, damages, or expenses (including reasonable attorneys' fees) that may arise out of or in connection with the Affiliate's promotion of the Services.
Confidentiality. The Affiliate agrees to maintain the confidentiality of any confidential information of the Company that they may receive in connection with this Agreement. The Affiliate further agrees not to disclose any such confidential information to any third party. Confidential information shall include all information or material that has or could reasonably be expected to have economic value or other utility in the business of the Company or Affiliate if it is not generally known to the public or to other persons who can obtain economic value from its disclosure or use. Confidential information includes but is not limited to:
Business strategy: plans, forecasts, marketing plans, customer lists, market research, etc.
Intellectual property: trademarks, patents, copyrights, trade secrets, know-how, inventions, proprietary technology, software, algorithms, source code, and documentation.
Workflows: internal procedures, methods of operation, and techniques used by the Company or the Affiliate in their respective businesses.
Business processes: systems and procedures used by the Company or the Affiliate to conduct their respective businesses, including financial information, pricing, and cost structures.
Customer or client data: client lists, client contact information, client preferences, etc.
Product development: information about new products, services or processes being developed by the Company or the Affiliate
Marketing and advertising: plans, campaigns and promotion strategies being used by the Company or the Affiliate.
Proprietary software, or any other proprietary or confidential information owned or used by the Company or the Affiliate that is not generally known to the public.
Other sensitive information that could be considered confidential to the business operations of the Company or the Affiliate
In the context of this Agreement, examples of Confidential Information may include:It's important to note that this is not an exhaustive list and Confidential Information can be varied, the key point is that it is something that would be considered valuable to the Company or Affiliate and should not be known by the public.
Exclusion of Confidential Information: Receiving party shall be free to disclose Confidential Information of the Disclosing Party if such information: (i) is or becomes generally known to the public through no fault of the Receiving Party; (ii) was in the Receiving Party's lawful possession prior to the disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
Obligations of the Receiving Party. The Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. The Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. The Receiving Party shall not, without the Disclosing Party's prior written approval, use for its benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if the Disclosing Party requests it or upon termination of this Agreement.
Termination. Either party may terminate this Agreement at any time upon thirty (30) days' written notice to the other party. Upon termination, the Affiliate will immediately cease all promotion of the Services and will return all confidential information of the Company in their possession.
Licenses. Affiliate grants AZOVA the irrevocable, fully paid op, royalty–free, perpetual, unrestricted, worldwide right and license (with the right to make unlimited sublicenses), but not the obligation, to use, reproduce, display, perform, publish, distribute, transmit, modify, translate, make derivative works from, and otherwise exploit all materials created by and/or provided by Affiliate in connection with the Services, including but not limited to Tweets, blog content, photographs, graphics, videos, posts, hashtags, questions, comments, suggestions, information, reviews, data and other materials and content created, distributed or published by or for Affiliate in connection with the Services (“Materials”), or any portion thereof, in any and all media formats and channels now known or hereafter devised for any and all purposes, and to use Affiliate names, trademarks, social media account names / handles, personas, biographies, images and likenesses, and that of all others included in the Materials, in connection with such uses of the Materials. Affiliate hereby waives any right to inspect or approve the use or other exploitation of the Materials now or in the future, whether that use is known to Affiliate or unknown, and to any right to royalties or other compensation other than specifically set forth in this Agreement, or any attribution, arising from or related to the use of the Materials and Affiliate irrevocably waives all so-called moral rights associated with the Materials. AZOVA may assign or grant these rights to others.
If AZOVA makes any AZOVA names, logos, trademarks, product images, or information or other AZOVA materials (“AZOVA Materials”) available for Affiliate use in connection with the Services, then subject to the terms and conditions provided to Affiliate by AZOVA, AZOVA grants Affiliate a non-exclusive, revocable, non-transferable license to use the AZOVA Materials only pursuant to those terms and conditions and this Agreement and only for purposes of the Services. Affiliate understands that the license to the AZOVA Materials will automatically terminate upon the expiration or termination of this Agreement, or if Affiliate violates any of the terms and conditions hereunder.
Governing Law. This Agreement will be governed by the laws of the State of Utah and any legal action arising out of or in connection with this Agreement will be brought in the courts of the State of Utah.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Company: _______________________________
Date Signed: ____________________________
Affiliate: _______________________________
Date Signed: ___________________________
SOCIAL MEDIA GUIDELINES
(“Guidelines”)
Affiliate (sometimes referred to as “You” or “you”) agrees to abide by the following Guidelines when providing services as an Affiliate at the request of AZOVA, or when AZOVA has provided an incentive, including but not limited to payments, premiums, or products, to you to prepare or create blog posts, images, social media content/posts, video, or other creative content (“Content”). These Guidelines Supplement Affiliate’s obligations set forth in the Agreement.
1. Disclose Your Connection to AZOVA.
Your connection to AZOVA must be clear to the audience for your Content. Disclosures should be made with each item of Content created in connection with your relationship with AZOVA– it is not sufficient to provide a link to a disclosure on another page or under a general “disclosures” heading. Your connection should be disclosed regardless of space limitations of the medium or platform and it must be prominent enough for the audience to view it easily when they are reading/seeing the Content. Some examples of acceptable disclosures include:
#ad
#sponsored
AZOVA and I are working together . . .
Thanks to AZOVA for giving me . . .
I received [X] from AZOVA
In connection with any video content, disclosures must be made at the start and end of each video, either as a placard, slate, or oral statement. All disclosures will be provided to you by AZOVA or must otherwise be pre-approved in writing by AZOVA.
2. Give Your Honest and Truthful Opinions.
Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that AZOVA has asked you to say, this fact must be clear to readers.
3. Only Make Factual Statements That Are Truthful and Can Be Verified.
Only make factual statements about a service, product, characteristic or quality which you know for certain are true. Even if you don’t expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages. Be especially careful when making any factual statement about AZOVA’s products/services/brands or AZOVA’s competitors’ products/services/brands, as AZOVA does not condone or support any false or misleading statement or comparison. Content must not defame, misrepresent or disparage any third party and must not be deceptive or misleading. AZOVA reserves the right to review Content upon request, prior to publication to ensure compliance with these Guidelines, your Agreement with AZOVA and AZOVA’s brand image.
4. Do Not Disclose Any AZOVA Confidential Information.
If you are in a position whereby you have received confidential information about AZOVA, or its respective products or services that is not known by the general public, do not include such information in Content. To the extent you have any question whether information is confidential in nature, either contact AZOVA directly before disclosing such information or otherwise err on the side of caution and do not disclose the information.
5. Respect Intellectual Property Rights.
Intellectual property rights protect things people create or invent. Intellectual property rights include copyright, trademark, patent and trade secret rights, as well as the right to use someone’s name, likeness or voice. Examples include photographs, video, music, trademarks/logos, personal names, social media handles, writings, etc. Your Content must not incorporate AZOVA intellectual property absent express permission from AZOVA and Content must not alter or modify any AZOVA intellectual property. Content must not incorporate third-party owned intellectual property absent express permission from the third-party to do so. Furthermore, to avoid infringing any one person’s right of privacy or publicity, Content must not reference celebrities or other individuals absent express permission to do so.
6. You Are Personally Responsible For Your Actions.
AZOVA may monitor Content you creat; however, you should know that you are personally liable under federal and state law for your actions with respect to any Content you create. Accordingly, following these Guidelines, as well as all other applicable laws, regulations, website terms of use and other legal authority is your responsibility.
8. AZOVA Reserves The Right To Ask You To Remove Content.
By providing your services as an Affiliate at AZOVA’s request, or by accepting any incentive from AZOVA to create Content, you agree that you will, immediately remove, modify or issue a correction to any Content that AZOVA finds objectionable. Even if AZOVA does not notify you, you must promptly remove any Content for which you receive a legitimate complaint or which you become aware may be in violation of the law or otherwise violate third party rights.
9. Revisions to the Guidelines.
These Guidelines may be modified at any time by AZOVA upon written notice to you.
Exhibit A: Compensation:
AZOVA will pay Affiliate $___ for_____
