OWNERSHIP
All rights of whatever kind and character, throughout the universe and in any and all languages, in and to the “Content” (the videos, photographs, text and/or all works of similar nature and any and all intellectual property rights thereto), including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Copyrights”) produced, developed, or created by Affiliate for this Agreement belongs to the Affiliate. The Influencer grants to the Company the right to use the original or copies of the Content for the purpose of promoting NAMEE brand and related Content made for the Company in the manner and under the conditions provided for in this Agreement. The Company does not acquire any copyright or proprietary rights in the subject matter of the Content or any part thereof, except for the right to use the Content as provided in this Agreement.
The Affiliate allows the Company to use the Content in all countries of the world, including the right to sublicense the Content to Company’s brand partners (the “Brand Affiliates”). Influencer may not delete posts from his/her owned and/or controlled social media channels containing any Content made for Company.
The Affiliate confirms that he/she is the sole legal owner of the Content and the Content is created without infringing the property or personal non-property rights of third parties. The Influencer ensures that the Content does not violate the rights of the Company and does not contradict good morals. Any claim by third parties regarding the copyrights of the Content or the granting of a License may only be made to the Affiliate and the Company shall not be liable for such claims.
The Company retains all rights to the NAMEE brand or other media containing copyrights and does not grant to the Affiliate any permissions, ownership or other rights, including intellectual property rights to the NAMEE brand, except for the right to use NAMEE brand in the manner and under the conditions provided for in this Agreement.
USAGE
Influencer grants to Company and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature the Content generated by Affiliate as part of the campaign (including influencer’s name and likeness) on Company’s and Brand Affiliates owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twenty four (24) months thereafter (the “Term”).
MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES
When publishing posts/statuses about Company’s products or services, Affiliate must clearly disclose his/her “material connection” with Company, including the fact that Affiliate was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Affiliate makes about Company or Company’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. Affiliate’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Affiliate should only make factual statements about Company or Company’s products which Affiliate knows for certain are true and can be verified.
LICENSE
Affiliate grants a temporary - for the Term as stated in the Clause 5 - license to the Company and to Brand Affiliate to use the Content as may be necessary to achieve the promotional purpose but only in compliance with the Requirements and only to achieve the promotional purpose as described in the Schedule A. Affiliate grants to Company a perpetual license to use Affiliate’s name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising.
INDEPENDENT CONTRACTOR
Affiliate is retained as an independent contractor of the Company. Affiliate acknowledges and agrees that (i) Affiliate is solely responsible for the manner and form by which Affiliate performs under this Agreement, and (ii) Affiliate is a self-employed individual, who performs services similar to the services outlined in Schedule A for various entities and individuals other than Company. Affiliate is responsible for the withholding and payment of all taxes and other assessments arising out of Influencer’s performance of services, and neither Affiliate nor any of Affiliate’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company.
GENERAL TERMS
If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law. This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by writing signed by both parties.
