Plannin.com Inc
Program Terms
This creator agreement (the “Agreement”) is an agreement between the creator that accepts the Agreement (such person, the “Creator”) and Plannin.com Inc. (“Plannin’”) and is entered into as of the date Creator accepts the Agreement and agrees to be bound by its terms (the “Effective Date”). This Agreement confirms that Creator will provide services as a social media creator in connection with Plannin’ and its travel offering business (the “Plannin’ Business”) and platform available at https://plannin.com/ (the “Plannin’ Site”) in accordance with the terms set forth herein. This Agreement includes Exhibit A (“Creator Guidelines”) attached hereto which is incorporated by reference and forms part of this Agreement.
BY CLICKING I ACCEPT, CREATOR ACKNOWLEDGES THAT CREATOR HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF CREATOR DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CREATOR WILL IMMEDIATELY CEASE CREATING CONTENT AND USING THE PLANNIN’ SITE. CREATOR REPRESENTS AND WARRANTS TO PLANNIN THAT IT HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.
Services. The Plannin’ Site is an advertising platform that enables Creators to share and promote personally endorsed travel offerings, including accommodations, flights, car rental and tour-bookings (“Travel Offerings”) of third-party travel providers, including Priceline, Booking.com, GetYourGuide and Open Table (“Travel Providers”). During the Term, Creator will promote the Plannin’ Site, Plannin’ Business and the Travel Offerings (the “Content”) on the Creator channels approved by Plannin (the “Creator Channels”) at all times in accordance with the terms of this Agreement (the “Services”).
Creator Responsibilities. Creator acknowledges and agrees that: (a) all Content will (i) be subject to Plannin’s written approval, (ii) stay on message with key messages, if any, communicated by Plannin, and (iii) be in accordance with the Creator Guidelines; (b) Creator will immediately remove any Content from the Creator Channels upon Plannin’s written request; (c) except as expressly set forth herein, Creator will (i) provide, at its own expense, all materials, properties or services required for or used in incorporation into the Content (“Creator Materials”) and (ii) procure at its own expense all necessary rights, licenses, permissions, waivers, releases and other documentation to permit Plannin’s use of all Creator Materials; (d) Creator will (i) safeguard the Plannin’ Materials (as defined below), (ii) upon the completion of the Services, or such time as Plannin’ will request, return such Plannin’ Materials, and (iii) at no time, claim any right, title or interest therein; and (e) Creator will take into consideration any projected engagement metrics when creating, preparing and posting the Content. The Creator hereby grants Plannin’ a limited, non-transferable, non-sublicensable license to access and use the Creator Materials solely for the purpose of fulfilling the obligations under this Agreement. This license shall be valid only for the duration of this Agreement and shall terminate automatically upon its termination. Plannin’ shall not have the right to modify, adapt, reproduce, distribute, publicly perform, publicly display, or create derivative works from the Creator Materials without the prior written consent of the Creator. Furthermore, Plannin’ agrees not to disclose the Creator Materials to any third party without the Creator's express permission. Any use of the Creator Materials beyond the scope of this license shall require a separate agreement between the parties. Creator hereby grants Plannin’ a perpetual, worldwide, non-exclusive, royalty-free, fully paid up, transferable and fully sublicensable license to access, use, license, distribute, reproduce, edit, modify, adapt, publicly perform, publicly display, prepare derivative works from, derive revenue or other remuneration from, and otherwise disclose to third parties the Creator Materials for the full term of any worldwide intellectual property right that may exist in the Creator Materials, including after termination of this Agreement. Creator hereby agrees not to enforce its author’s rights or moral rights against Plannin’ or any assignee in respect of any use of the Content as contemplated by this Agreement.
Plannin’ Responsibilities. Plannin’, or a third party on its behalf, will provide to Creator, Plannin’s name, logo and related trademarks, and certain properties, packages, products and other materials (“Plannin’ Materials”) for incorporation into the Content. Plannin’ will be responsible for all costs associated with delivering the Plannin’ Materials to Creator. Plannin’ grants Creator the right to use the Plannin’ Materials solely in connection with fulfilling its obligations hereunder during the Term of this Agreement. Plannin’ will remain the exclusive owner of the Plannin’ Materials.
Usage. Creator agrees that Plannin’ and others working for or on behalf of Plannin’, and each of their respective subsidiaries, affiliates, licensees, successors, and assigns (collectively, the “Permitted Parties”) will have the right, but not the obligation, to: (a) post, publish, distribute, share, re-gram, re-Tweet, and otherwise promote the Content on any webpages owned or controlled by Permitted Parties (including, without limitation, social media sites, email) or its third party partners; (b) “whitelist” the Content on social media channels, which, for clarity, includes the right to pay social media channels to “pin” posts at the top of users’ feeds; and (c) use Creator’s name, picture, image, likeness, signature, voice and biographical information (collectively, “Creator’s Persona”), in and in connection with the Content and the Plannin’ Business. Creator further agrees that Creator will have no right of approval of the Creator’s Persona, and its use.
Creator Account. Creator acknowledges and agrees that in order to provide Services under this Agreement, Creator must successfully create an account (“Creator Account”) on the Plannin’ Site. Creator will provide the information necessary to successfully sign up for a Creator Account, including its full name, contact information, basic address information and social media handles. Creator will also complete and provide Plannin’ with all applicable tax forms regarding commission-based compensation arrangements. Creator will review and accept the terms of use available at https://www.plannin.com/c/terms-of-use.html (“Terms of Use”) and privacy policy available at https://www.plannin.com/c/privacy-policy.html (“Privacy Policy”). The Terms of Use and Privacy Policy are hereby incorporated into and form part of this Creator Agreement.
Compensation. Plannin’ will receive a commission from the applicable Travel Provider for each Travel Offering sold by the Travel Provider that has been properly linked to Plannin’ and Creator. During the Term and in consideration of Creator entering into this Agreement and for all Services and rights provided and granted by Creator hereunder, Plannin’ agrees to pay Creator the applicable following percentages of the aggregate amount of all gross sales actually received by a Travel Provider from the sale of a Travel Offering that has been properly linked to Plannin’ and the Creator (the “Fees”): (i) 5% where Creator is the only creator that the consumer has been linked to on the Plannin’ Site; (ii) 2.5% where the consumer is linked to multiple creators on the Plannin’ Site, but Creator is the first creator that the consumer was linked to on the Plannin’ Site; (iii) 2.5% where Creator sells a Travel Offering to a consumer that is already linked to other creators on the Plannin’ Site and Creator is not the first creator that the consumer was linked to on the Plannin’ Site, provided that Creator will only receive this percentage until a subsequent creator sells a Travel Offering to the consumer at which time Creator will no longer receive this percentage in connection with such consumer; or (iv) 1% where a new creator that Creator referred to the Plannin’ Site sells a Travel Offering to a consumer that is not already linked to another creator. The Fees owing to Creator will be payable by Plannin’ on a monthly basis in the month following the month that Plannin receives the Fees from the applicable Travel Providers. Creator acknowledges and agrees that Plannin’s obligation to pay the Fees is conditional on Plannin’ receiving the Fees from the Travel Providers and the sale of the Travel Offering being properly linked to Plannin’ and the Creator. Plannin’ will not be liable for any broker’s and/or agent’s fees or commissions, taxes, production company fees or other payments to third parties payable by Creator in connection with this Agreement or the Services provided, and rights granted hereunder. The Fee will be Creator’s sole compensation for the Content and any and all present and future uses of such Content as permitted by this Agreement.
Affiliate Links. Creator acknowledges and agrees that in order to receive the Fees for a particular sale of a Travel Offering, the consumer purchasing the Travel Offering must be connected to the Creator’s Creator Account on the Plannin’ Site. Creator acknowledges and agrees that connections between Creator and the consumer purchasing a Travel Offering are established when the consumer accesses the Plannin’ Site and purchases a Travel Offering by way of a unique link to Creator’s Creator Account (the “Affiliate Link”). Plannin’ will use commercially reasonable efforts, including the use of cookies, to connect consumers accessing the Plannin’ Site and purchasing Travel Offerings to Creator’s promotional efforts; however, Creator acknowledges and agrees that Plannin’ does not and cannot guarantee that Creator will receive Fees in connection with any Travel Offering that is purchased by a consumer without an Affiliate Link. Creator acknowledges and agrees that Plannin’ may use third-party providers, including CreatorIQ, to track and analyze connections between Creator and consumers purchasing Travel Offerings. The tracking and analyzing of these connections will be subject to the terms of this Agreement and the terms, conditions and privacy policies of the third party provider, including those of CreatorIQ available at https://www.creatoriq.com/legal/terms-of-use.
Grant of Rights. Creator hereby assigns to Plannin’ all right, title, and interest in and to all product of Creator’s Services provided hereunder (“Work Product”), and all intellectual property rights therein. For certainty, “Work Product” is deemed to include any Content incorporated into the product of Creator’s Services provided hereunder. Creator will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use (in accordance with the terms hereof), alteration, blurring, distortion or use in composite form of Creator’s Persona or the Content. In addition, Creator hereby waives any and all “moral rights” and “author’s rights” in the Work Product. Notwithstanding the foregoing, as between Plannin’ and Creator, Creator will remain the owner of all posts to the Creator Channels.
Representations and Warranties. Creator represents and warrants that: (a) Creator (i) has all rights necessary to enter into this Agreement and to provide the Services and grant the rights set forth herein, (ii) does not have any conflicting commitments or obligations that would interfere with Creator’s ability to perform the Services and the rights herein granted; and (iii) has reached the age of majority in Creator’s jurisdiction of residence and has no criminal record for which a pardon has not been granted; (b) there is nothing in Creator’s personal background that would reflect negatively on Creator’s association with Plannin’; and (c) Creator has not and will not engage in any Reputation Activities (as defined below).
Creator’s Conduct and Reputation. If, at any time, in the opinion of Plannin’, Creator: (a) becomes the subject of public disrepute, contempt, or scandal that affects Creator’s image or goodwill; or (b) engages in any conduct that would disparage, denigrate, portray in an unfavorable light, or injure the success of Plannin’ or any of Plannin’s brands or products (including, without limitation, a public revelation of Creator’s disapproval or dislike for Plannin’ or any of Plannin’s brands or products, or Creator’s approval or favour towards one or more of Plannin’s competitors) (collectively, “Reputation Activities”), then Plannin’ may, upon written notice to Creator, immediately suspend or terminate this Agreement and Creator’s Services hereunder, in addition to any other rights and remedies that Plannin’ may have hereunder or at law or in equity.
Indemnification. Creator will indemnify and hold harmless Plannin’ and its affiliates, successors and assigns (collectively, the “Indemnified Parties”) from any and all claims, disputes, demands, complaints, actions, applications, suits, causes of action, expenses damages, fees, penalties, deficiencies, losses and expenses (including court costs, and reasonable legal fees), suffered, incurred or sustained by the Indemnified Parties or to which the Indemnified Parties become subject resulting from, arising out of or relating to, any breach of Creator’s warranties, representations or obligations set forth in this Agreement, or any violation of any law or regulation applicable to the Services, provided, however, that the foregoing indemnity will not apply to any such violation if it arises directly and solely from Creator’s use of the Plannin’ Materials in accordance with this Agreement.
Limitation of Liability. IN NO EVENT WILL PLANNIN BE LIABLE TO CREATOR FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (V) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PLANNIN IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $100. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Term and Termination. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “ Initial Term”). The Initial Term will automatically renew for successive one year periods (each, a “Renewal Term” and together the with the Initial Term the “Term”) unless either party provides the other party with written notice of its intention not to renew prior to the end of the Initial Term or then current Renewal Term, as applicable. If Creator fails, refuses or is unable to perform the Services or observe the obligations to which Creator has agreed or warranted hereunder, in addition to any other rights and remedies that Plannin’ may have hereunder or at law or in equity, Plannin’ will have the right to terminate this Agreement effective immediately upon notice. In addition, Plannin’ will have the right to terminate this Agreement upon thirty (30) days’ notice: (a) for any reason or for no reason; or (b) where the Fees earned by Creator do not exceed $250.00 over the prior twelve (12) month period. In the event of termination, Creator will only be entitled to payments accrued as of the date of such termination (i.e., the pro rata portion of any compensation paid or payable to Creator up to the date of such termination). Any reference to “termination” throughout this Agreement is deemed to include instances of termination, expiration or fulfilment of all the performance obligations under this Agreement. In the event of termination, Plannin’ may suspend or terminate Creator’s rights to access and use the Plannin’ Site, as defined in the Terms of Use, pursuant to the Terms of Use.
Confidentiality. Creator will not disclose (including, without limitation and by way of example, via text messaging, blogging or communicating in any way via Twitter, Facebook, Instagram or any other social networking website, tool or device, etc.) any trade secrets or confidential information of Plannin’ (including but not limited to any plans for advertising, scripts, copy, storyboards, and any of the terms of this Agreement (including, without limitation, the amount of compensation paid hereunder)) to any third party without the express written approval of Plannin’. In addition, Creator understands and agrees that all press or other third-party inquiries regarding the Services hereunder and any information and materials related thereto will be directed to Plannin’ and that Creator will not communicate directly with such parties without Plannin’s prior written approval.
Amendment. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, PLANNIN MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (A) GIVING CREATOR PRIOR NOTICE OF SUCH AMENDMENT; OR (B) POSTING NOTICE OF SUCH AMENDMENT ON THE PLANNIN’ SITE. UNLESS OTHERWISE INDICATED BY PLANNIN, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CREATOR OR IS POSTED ON THE PLANNIN’ SITE, WHICHEVER IS THE EARLIER.
Miscellaneous. All amounts referenced herein are in United States currency. The relationship between the parties is solely that of independent contractor, and Creator is not an agent or employee of Plannin’. Creator is not and will not represent itself to be an agent, joint venturer, partner, officer, director or employee of Plannin’. This Agreement contains the entire understanding between Plannin’ and Creator with respect to the subject matter hereof, may not be altered or waived except by a writing signed by both parties, and shall be governed by the laws of the Province of Ontario without giving effect to its conflicts of laws principles. Any action to enforce this Agreement shall be brought exclusively in the provincial or federal courts located in downtown Toronto, Ontario, and Creator irrevocably submits to the jurisdiction of such courts and waives any objection that such courts are an inconvenient forum for the resolution of such action. Should any section or part of a section within this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. Delivery of an executed counterpart of a signature page to this Agreement by email or other electronic means shall be as effective as delivery of a manually executed signature page hereof. The provisions of this Agreement requiring performance or fulfilment after the termination of this Agreement, including Sections 4, 8, 9, 11, 14 and this Section 16, such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination of this Agreement, will survive the termination of this Agreement.
EXHIBIT A
INFLUENCER GUIDELINES
Make Disclosures. Creator’s connection to Plannin’ must be clearly and conspicuously disclosed. It is not sufficient to link to a disclosure on another page or under a general “disclosures” heading, nor is it sufficient to bury the disclosure at the end of a Post. Creator’s connection must be prominent enough for readers to view easily. Examples of acceptable disclosures include: “#ad”, “#sponsored” or “Plannin’ and I are working together . . .”, at the start of the Post. All disclosures must be pre-approved in writing by Plannin’.
Give Honest and Truthful Opinions. Creator’s statements should always reflect Creator’s honest and truthful opinions and actual experiences. If a statement is not Creator’s opinion, but rather something that Plannin’ has asked Creator to say, this fact must be clear to readers.
Make Only Factual Statements That Are Truthful and Can Be Verified. Creator will make only factual statements about the Travel Offerings, their characteristics or qualities which Creator knows for certain are true and can be verified. Remember that even if Creator doesn’t expressly state a fact, it may be implied, and these Creator Guidelines apply to both express and implied messages. Be especially careful when making any factual statement about Plannin’ or the Travel Offerings, or about the products/services of Plannin’s competitors, as Plannin’ does not 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.
Do Not Disclose Confidential Information. Creator will not post confidential information of Plannin’ or any third party. To the extent Creator has any question whether information is confidential in nature, either contact Plannin’ directly before disclosing such information or err on the side of caution.
Respect Third Party Rights. Intellectual property rights protect things people create or invent, including but not limited to copyrights, trademarks, and trade secrets (e.g., video, music, logos, social media posts). Rights of publicity or privacy protect a person’s right to control their name, likeness and voice – whether such people are celebrities or non-celebrities (e.g., personal names, social media handles and photographs). Content must not use, alter or modify any such material absent express permission from Plannin’. If you have a question about whether or not third-party material is protectable, ask Plannin’.
Comply with this Code of Conduct. Do not: (a) depict nudity or lewd content of any sort; (b) incite, advocate, or express pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence, or include any other offensive content; (c) promote excessive consumption of alcoholic beverages or any illegal drug use; (d) misrepresent the source of anything in the Post, including impersonation of another individual or entity; or (e) include links to external sites that violate this Code of Conduct, or that contain advertising (including, without limitation, money making schemes, discount cards, credit counseling, online surveys, or online contests).
You Are Personally Responsible For Your Actions. Plannin’ will regularly monitor all Content during the creation and production process, however, Creator may be personally liable under applicable law for Creator’s actions with respect to any Content posted by Creator, which makes following these Creator Guidelines, as well as all other applicable laws, regulations, website terms of use and other legal authority Creator’s responsibility.
BY CLICKING I ACCEPT, CREATOR ACKNOWLEDGES THAT CREATOR HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT. IF CREATOR DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CREATOR WILL IMMEDIATELY CEASE CREATING CONTENT AND USING THE PLANNIN’ SITE. CREATOR REPRESENTS AND WARRANTS TO PLANNIN THAT IT HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT.
Services. The Plannin’ Site is an advertising platform that enables Creators to share and promote personally endorsed travel offerings, including accommodations, flights, car rental and tour-bookings (“Travel Offerings”) of third-party travel providers, including Priceline, Booking.com, GetYourGuide and Open Table (“Travel Providers”). During the Term, Creator will promote the Plannin’ Site, Plannin’ Business and the Travel Offerings (the “Content”) on the Creator channels approved by Plannin (the “Creator Channels”) at all times in accordance with the terms of this Agreement (the “Services”).
Creator Responsibilities. Creator acknowledges and agrees that: (a) all Content will (i) be subject to Plannin’s written approval, (ii) stay on message with key messages, if any, communicated by Plannin, and (iii) be in accordance with the Creator Guidelines; (b) Creator will immediately remove any Content from the Creator Channels upon Plannin’s written request; (c) except as expressly set forth herein, Creator will (i) provide, at its own expense, all materials, properties or services required for or used in incorporation into the Content (“Creator Materials”) and (ii) procure at its own expense all necessary rights, licenses, permissions, waivers, releases and other documentation to permit Plannin’s use of all Creator Materials; (d) Creator will (i) safeguard the Plannin’ Materials (as defined below), (ii) upon the completion of the Services, or such time as Plannin’ will request, return such Plannin’ Materials, and (iii) at no time, claim any right, title or interest therein; and (e) Creator will take into consideration any projected engagement metrics when creating, preparing and posting the Content. The Creator hereby grants Plannin’ a limited, non-transferable, non-sublicensable license to access and use the Creator Materials solely for the purpose of fulfilling the obligations under this Agreement. This license shall be valid only for the duration of this Agreement and shall terminate automatically upon its termination. Plannin’ shall not have the right to modify, adapt, reproduce, distribute, publicly perform, publicly display, or create derivative works from the Creator Materials without the prior written consent of the Creator. Furthermore, Plannin’ agrees not to disclose the Creator Materials to any third party without the Creator's express permission. Any use of the Creator Materials beyond the scope of this license shall require a separate agreement between the parties. Creator hereby grants Plannin’ a perpetual, worldwide, non-exclusive, royalty-free, fully paid up, transferable and fully sublicensable license to access, use, license, distribute, reproduce, edit, modify, adapt, publicly perform, publicly display, prepare derivative works from, derive revenue or other remuneration from, and otherwise disclose to third parties the Creator Materials for the full term of any worldwide intellectual property right that may exist in the Creator Materials, including after termination of this Agreement. Creator hereby agrees not to enforce its author’s rights or moral rights against Plannin’ or any assignee in respect of any use of the Content as contemplated by this Agreement.
Plannin’ Responsibilities. Plannin’, or a third party on its behalf, will provide to Creator, Plannin’s name, logo and related trademarks, and certain properties, packages, products and other materials (“Plannin’ Materials”) for incorporation into the Content. Plannin’ will be responsible for all costs associated with delivering the Plannin’ Materials to Creator. Plannin’ grants Creator the right to use the Plannin’ Materials solely in connection with fulfilling its obligations hereunder during the Term of this Agreement. Plannin’ will remain the exclusive owner of the Plannin’ Materials.
Usage. Creator agrees that Plannin’ and others working for or on behalf of Plannin’, and each of their respective subsidiaries, affiliates, licensees, successors, and assigns (collectively, the “Permitted Parties”) will have the right, but not the obligation, to: (a) post, publish, distribute, share, re-gram, re-Tweet, and otherwise promote the Content on any webpages owned or controlled by Permitted Parties (including, without limitation, social media sites, email) or its third party partners; (b) “whitelist” the Content on social media channels, which, for clarity, includes the right to pay social media channels to “pin” posts at the top of users’ feeds; and (c) use Creator’s name, picture, image, likeness, signature, voice and biographical information (collectively, “Creator’s Persona”), in and in connection with the Content and the Plannin’ Business. Creator further agrees that Creator will have no right of approval of the Creator’s Persona, and its use.
Creator Account. Creator acknowledges and agrees that in order to provide Services under this Agreement, Creator must successfully create an account (“Creator Account”) on the Plannin’ Site. Creator will provide the information necessary to successfully sign up for a Creator Account, including its full name, contact information, basic address information and social media handles. Creator will also complete and provide Plannin’ with all applicable tax forms regarding commission-based compensation arrangements. Creator will review and accept the terms of use available at https://www.plannin.com/c/terms-of-use.html (“Terms of Use”) and privacy policy available at https://www.plannin.com/c/privacy-policy.html (“Privacy Policy”). The Terms of Use and Privacy Policy are hereby incorporated into and form part of this Creator Agreement.
Compensation. Plannin’ will receive a commission from the applicable Travel Provider for each Travel Offering sold by the Travel Provider that has been properly linked to Plannin’ and Creator. During the Term and in consideration of Creator entering into this Agreement and for all Services and rights provided and granted by Creator hereunder, Plannin’ agrees to pay Creator the applicable following percentages of the aggregate amount of all gross sales actually received by a Travel Provider from the sale of a Travel Offering that has been properly linked to Plannin’ and the Creator (the “Fees”): (i) 5% where Creator is the only creator that the consumer has been linked to on the Plannin’ Site; (ii) 2.5% where the consumer is linked to multiple creators on the Plannin’ Site, but Creator is the first creator that the consumer was linked to on the Plannin’ Site; (iii) 2.5% where Creator sells a Travel Offering to a consumer that is already linked to other creators on the Plannin’ Site and Creator is not the first creator that the consumer was linked to on the Plannin’ Site, provided that Creator will only receive this percentage until a subsequent creator sells a Travel Offering to the consumer at which time Creator will no longer receive this percentage in connection with such consumer; or (iv) 1% where a new creator that Creator referred to the Plannin’ Site sells a Travel Offering to a consumer that is not already linked to another creator. The Fees owing to Creator will be payable by Plannin’ on a monthly basis in the month following the month that Plannin receives the Fees from the applicable Travel Providers. Creator acknowledges and agrees that Plannin’s obligation to pay the Fees is conditional on Plannin’ receiving the Fees from the Travel Providers and the sale of the Travel Offering being properly linked to Plannin’ and the Creator. Plannin’ will not be liable for any broker’s and/or agent’s fees or commissions, taxes, production company fees or other payments to third parties payable by Creator in connection with this Agreement or the Services provided, and rights granted hereunder. The Fee will be Creator’s sole compensation for the Content and any and all present and future uses of such Content as permitted by this Agreement.
Affiliate Links. Creator acknowledges and agrees that in order to receive the Fees for a particular sale of a Travel Offering, the consumer purchasing the Travel Offering must be connected to the Creator’s Creator Account on the Plannin’ Site. Creator acknowledges and agrees that connections between Creator and the consumer purchasing a Travel Offering are established when the consumer accesses the Plannin’ Site and purchases a Travel Offering by way of a unique link to Creator’s Creator Account (the “Affiliate Link”). Plannin’ will use commercially reasonable efforts, including the use of cookies, to connect consumers accessing the Plannin’ Site and purchasing Travel Offerings to Creator’s promotional efforts; however, Creator acknowledges and agrees that Plannin’ does not and cannot guarantee that Creator will receive Fees in connection with any Travel Offering that is purchased by a consumer without an Affiliate Link. Creator acknowledges and agrees that Plannin’ may use third-party providers, including CreatorIQ, to track and analyze connections between Creator and consumers purchasing Travel Offerings. The tracking and analyzing of these connections will be subject to the terms of this Agreement and the terms, conditions and privacy policies of the third party provider, including those of CreatorIQ available at https://www.creatoriq.com/legal/terms-of-use.
Grant of Rights. Creator hereby assigns to Plannin’ all right, title, and interest in and to all product of Creator’s Services provided hereunder (“Work Product”), and all intellectual property rights therein. For certainty, “Work Product” is deemed to include any Content incorporated into the product of Creator’s Services provided hereunder. Creator will not have any claim, including, without limitation, claims based upon invasion of privacy, defamation or right of publicity, arising out of any use (in accordance with the terms hereof), alteration, blurring, distortion or use in composite form of Creator’s Persona or the Content. In addition, Creator hereby waives any and all “moral rights” and “author’s rights” in the Work Product. Notwithstanding the foregoing, as between Plannin’ and Creator, Creator will remain the owner of all posts to the Creator Channels.
Representations and Warranties. Creator represents and warrants that: (a) Creator (i) has all rights necessary to enter into this Agreement and to provide the Services and grant the rights set forth herein, (ii) does not have any conflicting commitments or obligations that would interfere with Creator’s ability to perform the Services and the rights herein granted; and (iii) has reached the age of majority in Creator’s jurisdiction of residence and has no criminal record for which a pardon has not been granted; (b) there is nothing in Creator’s personal background that would reflect negatively on Creator’s association with Plannin’; and (c) Creator has not and will not engage in any Reputation Activities (as defined below).
Creator’s Conduct and Reputation. If, at any time, in the opinion of Plannin’, Creator: (a) becomes the subject of public disrepute, contempt, or scandal that affects Creator’s image or goodwill; or (b) engages in any conduct that would disparage, denigrate, portray in an unfavorable light, or injure the success of Plannin’ or any of Plannin’s brands or products (including, without limitation, a public revelation of Creator’s disapproval or dislike for Plannin’ or any of Plannin’s brands or products, or Creator’s approval or favour towards one or more of Plannin’s competitors) (collectively, “Reputation Activities”), then Plannin’ may, upon written notice to Creator, immediately suspend or terminate this Agreement and Creator’s Services hereunder, in addition to any other rights and remedies that Plannin’ may have hereunder or at law or in equity.
Indemnification. Creator will indemnify and hold harmless Plannin’ and its affiliates, successors and assigns (collectively, the “Indemnified Parties”) from any and all claims, disputes, demands, complaints, actions, applications, suits, causes of action, expenses damages, fees, penalties, deficiencies, losses and expenses (including court costs, and reasonable legal fees), suffered, incurred or sustained by the Indemnified Parties or to which the Indemnified Parties become subject resulting from, arising out of or relating to, any breach of Creator’s warranties, representations or obligations set forth in this Agreement, or any violation of any law or regulation applicable to the Services, provided, however, that the foregoing indemnity will not apply to any such violation if it arises directly and solely from Creator’s use of the Plannin’ Materials in accordance with this Agreement.
Limitation of Liability. IN NO EVENT WILL PLANNIN BE LIABLE TO CREATOR FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST OR LOSS OF (A) SAVINGS, (B) PROFIT, (C) DATA, (D) USE, OR (V) GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF PLANNIN IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED $100. THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
Term and Termination. This Agreement will commence on the Effective Date and continue to be in effect for a period of one year (the “ Initial Term”). The Initial Term will automatically renew for successive one year periods (each, a “Renewal Term” and together the with the Initial Term the “Term”) unless either party provides the other party with written notice of its intention not to renew prior to the end of the Initial Term or then current Renewal Term, as applicable. If Creator fails, refuses or is unable to perform the Services or observe the obligations to which Creator has agreed or warranted hereunder, in addition to any other rights and remedies that Plannin’ may have hereunder or at law or in equity, Plannin’ will have the right to terminate this Agreement effective immediately upon notice. In addition, Plannin’ will have the right to terminate this Agreement upon thirty (30) days’ notice: (a) for any reason or for no reason; or (b) where the Fees earned by Creator do not exceed $250.00 over the prior twelve (12) month period. In the event of termination, Creator will only be entitled to payments accrued as of the date of such termination (i.e., the pro rata portion of any compensation paid or payable to Creator up to the date of such termination). Any reference to “termination” throughout this Agreement is deemed to include instances of termination, expiration or fulfilment of all the performance obligations under this Agreement. In the event of termination, Plannin’ may suspend or terminate Creator’s rights to access and use the Plannin’ Site, as defined in the Terms of Use, pursuant to the Terms of Use.
Confidentiality. Creator will not disclose (including, without limitation and by way of example, via text messaging, blogging or communicating in any way via Twitter, Facebook, Instagram or any other social networking website, tool or device, etc.) any trade secrets or confidential information of Plannin’ (including but not limited to any plans for advertising, scripts, copy, storyboards, and any of the terms of this Agreement (including, without limitation, the amount of compensation paid hereunder)) to any third party without the express written approval of Plannin’. In addition, Creator understands and agrees that all press or other third-party inquiries regarding the Services hereunder and any information and materials related thereto will be directed to Plannin’ and that Creator will not communicate directly with such parties without Plannin’s prior written approval.
Amendment. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any party, will be binding unless executed in writing by the party or parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, PLANNIN MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN “AMENDMENT”), BY: (A) GIVING CREATOR PRIOR NOTICE OF SUCH AMENDMENT; OR (B) POSTING NOTICE OF SUCH AMENDMENT ON THE PLANNIN’ SITE. UNLESS OTHERWISE INDICATED BY PLANNIN, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CREATOR OR IS POSTED ON THE PLANNIN’ SITE, WHICHEVER IS THE EARLIER.
Miscellaneous. All amounts referenced herein are in United States currency. The relationship between the parties is solely that of independent contractor, and Creator is not an agent or employee of Plannin’. Creator is not and will not represent itself to be an agent, joint venturer, partner, officer, director or employee of Plannin’. This Agreement contains the entire understanding between Plannin’ and Creator with respect to the subject matter hereof, may not be altered or waived except by a writing signed by both parties, and shall be governed by the laws of the Province of Ontario without giving effect to its conflicts of laws principles. Any action to enforce this Agreement shall be brought exclusively in the provincial or federal courts located in downtown Toronto, Ontario, and Creator irrevocably submits to the jurisdiction of such courts and waives any objection that such courts are an inconvenient forum for the resolution of such action. Should any section or part of a section within this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable part had been severed and deleted. Delivery of an executed counterpart of a signature page to this Agreement by email or other electronic means shall be as effective as delivery of a manually executed signature page hereof. The provisions of this Agreement requiring performance or fulfilment after the termination of this Agreement, including Sections 4, 8, 9, 11, 14 and this Section 16, such other provisions as are necessary for the interpretation thereof and any other provisions hereof, the nature and intent of which is to survive termination of this Agreement, will survive the termination of this Agreement.
EXHIBIT A
INFLUENCER GUIDELINES
Make Disclosures. Creator’s connection to Plannin’ must be clearly and conspicuously disclosed. It is not sufficient to link to a disclosure on another page or under a general “disclosures” heading, nor is it sufficient to bury the disclosure at the end of a Post. Creator’s connection must be prominent enough for readers to view easily. Examples of acceptable disclosures include: “#ad”, “#sponsored” or “Plannin’ and I are working together . . .”, at the start of the Post. All disclosures must be pre-approved in writing by Plannin’.
Give Honest and Truthful Opinions. Creator’s statements should always reflect Creator’s honest and truthful opinions and actual experiences. If a statement is not Creator’s opinion, but rather something that Plannin’ has asked Creator to say, this fact must be clear to readers.
Make Only Factual Statements That Are Truthful and Can Be Verified. Creator will make only factual statements about the Travel Offerings, their characteristics or qualities which Creator knows for certain are true and can be verified. Remember that even if Creator doesn’t expressly state a fact, it may be implied, and these Creator Guidelines apply to both express and implied messages. Be especially careful when making any factual statement about Plannin’ or the Travel Offerings, or about the products/services of Plannin’s competitors, as Plannin’ does not 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.
Do Not Disclose Confidential Information. Creator will not post confidential information of Plannin’ or any third party. To the extent Creator has any question whether information is confidential in nature, either contact Plannin’ directly before disclosing such information or err on the side of caution.
Respect Third Party Rights. Intellectual property rights protect things people create or invent, including but not limited to copyrights, trademarks, and trade secrets (e.g., video, music, logos, social media posts). Rights of publicity or privacy protect a person’s right to control their name, likeness and voice – whether such people are celebrities or non-celebrities (e.g., personal names, social media handles and photographs). Content must not use, alter or modify any such material absent express permission from Plannin’. If you have a question about whether or not third-party material is protectable, ask Plannin’.
Comply with this Code of Conduct. Do not: (a) depict nudity or lewd content of any sort; (b) incite, advocate, or express pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence, or include any other offensive content; (c) promote excessive consumption of alcoholic beverages or any illegal drug use; (d) misrepresent the source of anything in the Post, including impersonation of another individual or entity; or (e) include links to external sites that violate this Code of Conduct, or that contain advertising (including, without limitation, money making schemes, discount cards, credit counseling, online surveys, or online contests).
You Are Personally Responsible For Your Actions. Plannin’ will regularly monitor all Content during the creation and production process, however, Creator may be personally liable under applicable law for Creator’s actions with respect to any Content posted by Creator, which makes following these Creator Guidelines, as well as all other applicable laws, regulations, website terms of use and other legal authority Creator’s responsibility.