Influencer Agreement

29.01.2024

This Influencer Agreement (the \”Agreement\”) constitutes a binding and enforceable agreement between you, the influencer (the “User”, \”Influencer\”, \”Creator\”, or “you”) and Expo Communications, Inc and its affiliates (collectively, “partnrUP”). By clicking \”I Agree\”, you acknowledge that you have fully read and agree to be bound by the provisions of this Agreement. Once you click ”I Agree” to accept this Agreement, this Agreement exists and is enforceable between you, the Company, and any eventual Client of the Company (the \”Client\”) who chooses to use the Influencer Services (as defined below) as a third-party beneficiary of the Agreement. This Agreement and the Application are the only documents establishing the contract between Influencer, the Company, and the Client. Company can, from time to time, modify parts of this Agreement and will notify you on this platform of any changes. Your continued use of or access to the Company Services (as defined herein) following the posting of any changes to this Agreement constitutes your acceptance of those changes.

1.) Campaign Commitment

  • “Influencer” agrees to complete all deliverables outlined in the campaign brief provided 10 days before the specified end date for pre-approval.
  • “Influencer” agrees to complete requested edits within 2 days of “Brand” requests.
  • “Influencer” agrees to complete content mutually agreed upon by “Brand” and “Influencer” to go live before or by the specified campaign end date.

2.) Timely Communication

  • “Influencer” agrees to respond promptly to any communication from the “Brand” related to the campaign within 48 hours.

3.) Consequences of Non-Completion

  • Failure to complete the campaign on time or inadequate responsiveness will result in “Influencer” being removed from consideration for future campaigns with partnrUP and “Brand”.
  • “Influencer” understands that their work will be rated by “Brand” and publicized on the partnrUP platform to inform all other brands of partnership satisfaction.

4.) Compensation

  • “Influencer” acknowledges that timely and satisfactory completion of the campaign is a condition precedent for any agreed-upon compensation.
  • “Influencer” understands that they will be invoiced for the price of products sent to them and/or campaign efforts as decided by “Brand” upon failure to complete content expectations.

5.) Obligations and Responsibilities

  • The Influencer shall perform the services (the “Influencer Services”) and provide the materials (the \”Materials\”) that are more fully described in one or more applicable “Applications\”. 

6.) Company Services

  • Company Services shall mean Company’s technology platform for connecting Influencers with Clients.

7.) Territory 

  • The territory for Company and Client’s exploitation of rights granted hereunder (the “Territory”) shall be worldwide.

8.) Client Removal

  • Client shall have removal rights over the Materials created by Influencer pursuant to an Application. If Client believes that any Materials are unacceptable because of tone, quality, or other factors, Client may, in its sole discretion, disapprove the Materials and communicate the reason to the Influencer. Influencer shall have three (2) business days to remove the Materials.

9.) Fees

  • In connection with the performance of the Influencer Services and provision of the Content described herein, Company agrees to pay the Influencer the fees as set forth on the Client Statement of Work.

10.) Grant of Rights 

  • As between Influencer and Company, each party shall retain ownership of all materials provided or developed by it under this Agreement. Influencer hereby grants Company and Client a limited, non-sublicensable, non-transferable (except as expressly set forth in Section 14), perpetual royalty-free right and license to use the Materials produced by Influencer pursuant to this Agreement and described more fully in the Application, including Influencer’s audio and/or visual performance therein and Influencer’s name, username, voice, likeness, approved biographical information and other indicia of brand identity (the “Influencer’s Brand Identity”) in the Territory. The foregoing rights include, without limitation, the rights for Company or Client to (i) use the Materials and Influencer’s Brand Identity, solely in connection with the Materials, on websites and social media pages/feeds owned or controlled by Company or Client and in emails and other electronic communications distributed by Company or Client, and (ii) share, repost and otherwise promote the Materials via paid media and social media accounts owned or controlled by Company or Client. Company or Client may include personalized tags/identifiers in connection with the promotion of Influencer’s Materials. Company or Client shall not be required to delete any social media shares/posts made by Influencer for the duration set forth in the Application ( the “Application Term”) and shall not be responsible for any sharing of the Materials by any unaffiliated party during or after the Application Term. Company may use the Materials as well as the Influencer’s Brand Identity in perpetuity worldwide for internal marketing purposes only, including at Company’s conventions and meetings and for advertising competitions, trade publications and retrospective editorial material. Client grants Influencer a limited, non-exclusive, revocable right and license to use Client’s trademarks during the Application Term solely in connection with the Materials and in accordance with Client’s brand guidelines as may be communicated to Influencer.

11.) Representations and Warranties 

  • Influencer represents and warrants that it shall comply with all applicable laws and regulations, including without limitation the FTC’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising,” as well as the Application provided, including by prominently disclosing that Influencer is being compensated by Client in all Materials. Influencer shall clearly and conspicuously disclose that the Materials posted by Influencer are paid content by including a clear and conspicuous disclosure in every social media post and a prominent disclosure at the outset of any video. The disclosure must be above the fold and clearly visible, without the need for the consumer to expand the text or comment.
  • Influencer represents and warrants that, excluding all content, materials, or information provided by Client, (i) Influencer has all rights necessary from all person(s) or entities featured in any Materials, and that (ii) the Materials shall not infringe or otherwise violate the rights of any third party. Influencer shall be solely responsible for obtaining all necessary licenses, releases and permissions for any individuals and third party content, and for making all payments in connection therewith; provided, Influencer shall have no responsibility for content, materials, or information provided by Client. Influencer is not authorized to enter into any agreements as agent for Company or Client.
  • Influencer warrants and represents that any statements Influencer makes regarding Client products or services reflect Influencer’s true and honest opinion of, and experience with, Client products and services. Influencer shall not, and shall not be required to, narrate or deliver any copy or statement that Influencer believes is factually inaccurate.
  • Influencer represents and warrants that Influencer is at least 18 years of age and will not use the Company Services for any unlawful purposes or to conduct any unlawful acts, including without limitation, fraud, embezzlement, money laundering, harassment, violence, pornography, slander, or libel, or to impersonate another person.
  • Influencer shall not access the Company Services through automated fashions or use the Company Services if Influencer is located in a country embargoed by the U.S. or are on the U.S. Treasury Department’s list of Specially Designated Nationals.
  • Influencer shall protect and preserve Company or Client Confidential Information (the “Confidential Information”) using no less than a reasonable degree of care and shall not use the Confidential Information for any purpose other than the limited purposes of this Agreement or the Applications. Influencer shall not disclose, distribute or disseminate the Confidential Information to any third party without the prior written consent of the Company or Client. Influencer shall at all times remain responsible for any violations of this Agreement by any of its representatives. Influencer acknowledges and agrees that, as between the Influencer and the Company or Client, the Confidential Information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks), are the sole and exclusive property of the Company or Client. The Company or Client shall retain all right and title to all proprietary rights in the Confidential Information and to any other intellectual property owned or otherwise provided by the Company or Client.

12.) Indemnification

  • Influencer hereby agrees to indemnify, defend and hold harmless Company, Client and each of their respective officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns from and against any claims, actions, suits, proceedings, losses, liabilities, judgments, settlement amounts, costs and expenses arising out of or relating to the Influencer Services or your use of the Company Services.

13.) LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

  • THE COMPANY SERVICES AND MATERIALS, AND/OR ANY OTHER CONTENT OR PRODUCT, ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU AGREE THAT YOUR USE OF COMPANY WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE COMPANY SERVICES AND YOUR USE THEREOF. COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, WILL NOT BE LIABLE FOR ANY ERRORS, MISTAKES, INACCURACIES OF CONTENT, PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF COMPANY SERVICES.
  • INFLUENCER IS RESPONSIBLE FOR ANY CONTENT ON YOUR SOCIAL MEDIA ACCOUNTS THAT CAN BE LOST OR UNRECOVERABLE THROUGH YOUR USE OF THE COMPANY SERVICES. INFLUENCER IS ENCOURAGED TO BACK UP YOUR POSTED MATERIALS REGULARLY AND FREQUENTLY. WE WILL NOT BE HELD ACCOUNTABLE FOR ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, AS WELL AS ANY BUGS, VIRUSES, OR TROJAN HORSES THAT MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, OR FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE COMPANY PLATFORM. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. INFLUENCER SPECIFICALLY ACKNOWLEDGE THAT COMPANY IS NOT LIABLE FOR USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. COMPANY WILL NOT BE RESPONSIBLE FOR DAMAGE TO OR LOSS OF ANY USER MATERIALS DUE TO SECURITY BREACHES. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY USING OUR BRANDS OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE DO NOT MAKE ANY REPRESENTATIONS THAT THE OUR WEBSITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS. THOSE WHO ACCESS OR USE THE COMPANY WEBSITE OR USE THE COMPANY SERVICES FROM JURISDICTIONS PROHIBITING SUCH USE, DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LOCAL LAW. 
  • COMPANY WLL NOT BE LIABLE FOR ANY (I) DAMAGES IN EXCESS OF THE AMOUNTS PAID TO INFLUENCER BY COMPANY IN CONNECTION WITH THIS AGREEMENT, OR (II) PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF THE COMPANY SERVICES

14.) Term and Termination 

  • This Agreement is binding once Influencer has clicked \”I Agree\” in effect between Influencer and any Client, unless earlier terminated as set forth in this Section 10. Company may suspend e your rights to use the Company Services at any time for any use of the Company Services in violation of this Agreement.
  • This Agreement may be terminated (i) by either party, if the other party materially breaches this Agreement and does not cure such breach within ten (10) days of written notice of such breach by the non-breaching party, or (ii) by Company upon twenty (20) days advance written notice. Should Influencer terminate this Agreement, Company is under no further payment obligation to Influencer for services performed after the date of termination. If Company terminates this Agreement other than for Influencer’s breach, Influencer will be compensated for a pro-rata portion of the fees for completed services outlined in the Client’s Statement of Work.

15.) Governing Law; Dispute Resolution

  • This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York without regard to its principles of conflicts of laws. Any disputes arising out of or relating to the Services or this Agreement (including the validity and scope of the Agreement to arbitrate) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA. The arbitration shall be held in New York, New York unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both parties. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. Any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis, and no claims of other parties may be consolidated with Influencer’s claims in the arbitration without both Influencer’s and Company’s consent. Each party waives its rights to have its case decided by a jury. If any part of this clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, then this entire section shall be deemed invalid and the arbitration clause shall be void. 

16.) Independent Contractors

  • The relationship of Company and Influencer hereunder at all times shall be solely that of independent contractors with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a relationship of partnership, joint venture or employment between the Parties.  

17.) Entire Agreement; Severability

  • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings, agreements and communications between them with respect to such subject matter. If any provision of this Agreement is determined to be invalid, illegal or otherwise unenforceable, then such provision will instead be construed to give effect to its intent to the maximum extent possible, and the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. If after application of the immediately preceding sentence any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be severed, and after any such severance, all other provisions hereof shall remain in full force and effect.

18.) Assignment

  • Influencer may not transfer or assign its rights or obligations under this Agreement or this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Influencer in violation of this Section 14 shall be void. This Agreement shall be binding upon, and inure to the benefit of, Company and Influencer and their respective legal representatives, successors and permitted assigns.

19.) Waiver

  • The failure or delay of a party to enforce or require performance of any provision of this Agreement shall not in any manner affect that party’s right to later enforce or require performance of such provision or be construed to be a waiver thereof. A waiver by either of the parties hereto of any provision of this Agreement shall not be construed to be a waiver of any succeeding breach thereof or of any other provision contained herein.

20.) Notice

  • Unless otherwise specifically provided herein, all notices may be given on or through (i) the Company Services (including chat), (ii) electronic mail, (iii) telephone or (iv) mail, in each case, if to the Influencer, as found in the contact information provided in the Application, and, if to the Company, to info@partnrup.ai. Such notices shall be deemed to have been given upon expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Company Services).