NUTRISCIENCE TERMS AND CONDITIONS
These Influencer Terms & Conditions (the “Agreement”) shall outline the mutual understanding of the influencer (the “Influencer”) and the advertiser (the “Advertiser”, and together, the “Parties”). The Parties hereto agree as follows:
OFFER: The offer includes all the information sent to the Influencer, including but not limited to, the campaign brief, campaign description, campaign requirements, payments, fees, compensation, flight dates, schedules, workbook schedules, social media channels, product, and any other information provided to the Influencer by the Advertiser (collectively, the “Offer”). The Offer has been agreed upon by the Parties and shall become part of this Agreement.
EFFECTIVE DATE: This Agreement is entered into as of the date the Offer is accepted by the Influencer (the “Effective Date”).
CONTENT: Influencer shall produce content based on the brief as outlined in the Offer (the “Brief”). All opinions expressed by the Influencer will be honest and truthful. Influencer may be required to state certain message points outlined in the Brief, which shall be outlined by the Advertiser. Influencer shall not make any statements which are negative, defaming or potentially damaging in any way whatsoever to the Advertiser or the Advertiser’s product or service, at any point during the Campaign and up to 6 months following the Campaign. Content may also include branding, graphics, and hyperlinks, as outlined in the Brief. At the sole request of the Advertiser, the Influencer will not publish or post the Content, and/or may be required to remove the Content from their social media channels.
APPROVALS: All Content shall be reviewed and approved by the Advertiser prior to being published by the Influencer on the Channels, unless otherwise agreed to by the Parties. At the request of the Advertiser, Influencer shall make changes and adjustments to conform with the Advertiser’s expectations of Content.
DISTRIBUTION: Content shall be distributed via the Influencer’s social media channels, including but not limited to YouTube, Facebook, Instagram, Twitter, Vine, and Snapchat (collectively, the “Channels”), as outlined in the Offer. If there is no specification in the Offer, it is assumed that the Influencer will distribute Content across all their available Channels, as they would with any of their regular content on a regular basis.
PREMIERE: Content shall begin to display in the Channels on the date/time specified in the Offer, unless discussed and agreed to by the Parties (the “Premiere”).
USAGE: Upon Premiere, Influencer shall display Content in the Channel for a period of no less than four (4) weeks. Advertiser may also require certain hashtags, hyperlinks, titles, and other copy to appear alongside the Content. Influencer shall own the copyright to the Content and grants the Advertiser full and irrevocable, global rights to display, license, promote, broadcast and otherwise distribute the Content at its sole discretion, unless otherwise agreed to in writing, by the Parties.
PAYMENT & HONORARIUM: Advertiser shall pay Influencer the amount of money, as outlined in the Offer, if applicable. Payments shall be made to the Influencer within 60 days of the Premiere, however may vary depending on the Advertiser and nature of the Campaign. No late payment penalties, charges or fees shall be applied unless expressly agreed upon in writing, by both Parties. This represents the full and complete payment by Advertiser to Influencer.
INDEMNITY: Influencer agrees to indemnify and hold harmless the Advertiser, Agency, Nutriscience, their directors, officers, employees, independent contractors, agents, successors, etc. from and against any and all damages, losses, costs and expenses (including reasonable legal costs) incurred by Advertiser, Agency, or Nutriscience in relation to any breach of the Influencer’s warranties, agreements and representations given under this Agreement.
LIABILITY: Influencer hereby releases and discharges Advertiser, Agency, and Nutriscience from all liability to Influencer and covenants not to sue Advertiser, Agency, or Nutriscience for any and all loss or damage on account of injury to any person or property or resulting in serious or permanent injury to Influencer, whether caused by the negligence of Advertiser, Agency, Nutriscience or otherwise. Influencer has the right to purchase insurance in the event of property loss of personal injury.
WARRANTY: Influencer represents, warrants, and agrees that it is free to enter into this Agreement and to grant the rights and licenses herein granted to Advertiser; Influencer has not heretofore entered and shall not hereafter enter into any contract or agreement which is in conflict with the provisions hereof or which would or might interfere with the full and complete performance by Influencer of their obligations hereunder or the free and unimpaired exercise by Advertiser of any of the rights and licenses herein granted to it; Influencer further represents and warrants there are no prior or pending claims, administrative proceedings, civil lawsuits, criminal prosecutions or other litigation matters, affecting Influencer which would or might interfere with Advertiser’s full and complete exercise or enjoyment of any rights or licenses granted hereunder.
GOVERNING LAW: The governing law for this agreement shall be the laws of the appropriate state or country of which the influencer is posting. Any proceeding involving such controversies shall be adjudicated under the laws of Australia. The parties hereto agree that all disputes arising under this agreement shall be submitted to binding arbitration, before a single neutral arbitrator, who shall be a retired judge of a provincial or federal court.
DISCLOSURE: Influencer will comply with the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”), current copies of which are available at http://business.ftc.gov/advertising-and-marketing/endorsements, and the WOMMA (Word of Mouth Marketing Association) Code of Ethics and Social Media Disclosure Guide, current copies of which are available at http://www.womma.org.
ORIGINAL WORK: Influencer hereby represents, warrants, and covenants that all content in the Content (save and except any materials, if any, supplied by Advertiser) will be the original work and creation of the Influencer and will not infringe the rights (including without limitation, any intellectual property rights) of any third party. Without limiting the generality of the foregoing, Influencer agrees not to use any third party content without the express written consent of Advertiser.
THIRD PARTY TOOLS
By accepting these conditions you acknowledge your acceptance of the use of third party tools (the “Third Party Tools”). These Third Party Tools include, but are not limited to, YouTube Data Services, Instagram APIs, and Twitter APIs as well as any third party tool required for the operation and on-going maintenance of the servers and services provided to you, through the specified or unspecified service(s). For further information, please visit these resources:
YouTube Terms of Service: https://www.youtube.com/t/terms
Instagram Terms of Service: https://www.instagram.com/legal/terms
Twitter Terms of Service: https://twitter.com/tos
Confidentiality: Any information (financial, business or otherwise) relating to either Party, or any information relating to the terms of the Offer or Campaign, is confidential (the “Confidential Information”). Neither Party shall publicly divulge or announce, or disclose to any third party, any Confidential Information of the other Party without the prior written consent of that other Party. Notwithstanding the foregoing, the Parties understand and agree that Confidential Information does not include information that: (i) becomes known to the general public without fault or breach on the part of the Party receiving the information (the “Receiving Party”); (ii) is information that the Receiving Party can show with documentary evidence was in its possession prior to disclosure by the Party disclosing the information (the “Disclosing Party”); (iii) is independently developed by the Receiving Party’s personnel having no access to similar information obtained from Disclosing Party; or (iv) is required to be disclosed by applicable law or court order, provided that the Receiving Party provides the Disclosing Party with reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure. Notwithstanding the foregoing, the Platform and the Products and Services, and any trade-marks or other intellectual property of Nutriscience will be Confidential Information of Nutriscience. Notwithstanding the foregoing, the Parties understand and agree that the Receiving Party may divulge Confidential Information to any of its affiliates, employees, professional advisers or subcontractors solely as required for the Receiving Party to fulfill its obligations set out under this Agreement, and provided that any such permitted third-party recipient agrees to be bound by confidentiality obligations in respect of such Confidential Information that are at least as stringent as those set out herein, and provided further that the Receiving Party will be liable to the Disclosing Party for any breach by such permitted third party recipient of its confidentiality obligations.
Notices: Any and all notices, elections, offers, acceptances, and demands permitted or required to be made under this Agreement shall be in writing.
All correspondence to Nutriscience will be addressed by email to – [email protected]
Force Majeure: If for any reason beyond Advertiser’s control including, without limitation, force majeure occurrence, strike or labor dispute, or restraint of public authority, Advertiser is either prevented from utilizing Influencer’s services hereunder or from the Commercial and Prints during any portion of the term of this Agreement, Advertiser and Influencer shall participate in good faith negotiations regarding any modifications to the Agreement.
Severability: In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.
Entire Agreement: This Agreement (including any exhibits hereto, if any) constitutes the entire understanding and agreement between Influencer and Advertiser hereto and supersedes any and all prior or contemporaneous representations, understandings and agreements between the Influencer and Advertiser with respect to the subject matter hereof.