Influencer Terms and Conditions

SOCIAL STUDIES, INC. INFLUENCER TERMS AND CONDITIONS

April 4, 2021 – March 10, 2024

These Influencer Terms and Conditions (these “Terms” together with the Influencer Campaign Agreement referencing them, the “Agreement”) govern Social Studies, Inc.’s (“Company”) receipt of Services (defined below) from the Influencer indicated in the Influencer Campaign Agreement referencing these Terms and executed by Company and Influencer. Specific details regarding what particular Services are provided by the Influencer are specified in the Influencer Campaign Agreement. Unless otherwise stated in the Influencer Campaign Agreement, by executing the Influencer Campaign Agreement, the parties agree to the terms and conditions of these Terms and are hereby bound by them.

Definitions.
1. “Campaign Content” means Content (including all of the goodwill connected with the use of and symbolized thereby) created by Influencer (whether solely or in collaboration with others), or provided to Company by or on behalf of Influencer, in each case, in connection with the Campaign.
2. “Company Materials” means all Content provided to Influencer by, or on behalf of, Company or Client.
3. “Content” means all content, information, and materials (including, all text, images, illustrations, animations, photos, videos, audio, designs, layouts, graphics, artwork, taglines, trademarks, logos, hashtags, information, data and any other creative assets and works of authorship).
4. “Influencer IP” means Content or other intellectual property or proprietary right (including Influencer’s name, voice, biography, likeness, and other identifiers) owned or controlled by Influencer and used by Influencer or Company in connection with the Campaign.
5. “Intellectual Property Rights” means all intellectual property and proprietary rights recognized in any country or jurisdiction in the world, including rights in, arising from, or related to patents (including patent applications and disclosures), copyrights, trademarks, service marks and trade names, trade secrets, know-how and any other intellectual property and proprietary information.
6. “Services” means the provision of services in connection with the Campaign as described in the Influencer Campaign Agreement.
7. “Third-Party Content” means Content or other intellectual property or proprietary right (including the name, voice, biography, likeness, and other identifiers) owned or controlled by a third-party other than Influencer.
Influencer’s Service Obligations.
1. General Obligations. Influencer will: (1) provide the Services described in the Influencer Campaign Agreement for the purposes of the Campaign described therein; (2) provide the Services in a diligent and good and workmanlike manner, in accordance with best industry practice and acknowledges and agrees time is of the essence with respect to the performance of the Services; (3) provide access to and provide reporting metrics (including Instagram in-feed analytic screenshots) as required by Company within the timeframes set forth in the Influencer Campaign Agreement; (4) respond to Client and Company requests in a timely and professional manner; (5) not archive or delete any Content posted in connection with the Campaign for 12 months following the Campaign Term, unless otherwise indicated in the Influencer Campaign Agreement or instructed by Company; (6) remove, replace, or modify any Campaign Content at Company’s request, even after termination of the Campaign Term; and (7) unless stated otherwise in the Influencer Campaign Agreement, no later than five (5) days prior to any posting of Campaign Content, Influencer will cooperate and take all actions reasonably necessary to permit the integration (and tracking) of the Services into Company’s internal platforms, including but not limited to CreatorIQ and Lumanu.
2. Whitelisting. If the Scope of Usage in the Influencer Campaign Agreement includes Whitelisting, Influencer will: (1) take any and all actions reasonably necessary to facilitate the whitelisting of Influencer’s social media accounts where Campaign Content is posted (“Whitelisting Permission“), including (a) tracking of the Services, (b) granting advertising permissions to Company that allow Company and its technology partners to access such social media accounts for the purposes of paid media amplification as part of the Campaign, and (c) the ability to access and use “audiences;” and (2) grant Whitelisting Permission during the Whitelisting Period set forth in the Influencer Campaign Agreement without any additional consideration.
3. Exclusivity. If the Influencer Campaign Agreement provides for exclusivity, Influencer will, during the Exclusivity Period set forth therein, not (whether alone, or through any third party), directly or indirectly enter into any agreement (or discussions thereof) or otherwise participate in any campaign or act in any influencer or talent capacity, or develop or design content or other assets for the benefit of or in connection with any third party which is competitive with the business of the Client or whose interest is inconsistent or incompatible with the interest of the Client, including those competitors listed in the Influencer Campaign Agreement, if any.
Influencer’s Content Obligations.
1. Compliance. Influencer will comply with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC’s Guides”), when posting or publishing Campaign Content or any other Content about Client or Company or any of their products or services. Without limiting the foregoing, Influencer must only make (1) factual and verifiable statements about Client, Company or their products or services which Influencer knows are true and which do not make or convey any express or implied representation that could be deceptive if made directly by Client; and (2) statements that reflect Influencer’s honest and truthful opinions, findings, beliefs, and/or experiences.
2. Disclosure. Influencer will not post or otherwise speak about or refer to Company or Client, directly or indirectly, without disclosing its relationship with Company or Client, as applicable (including whether Influencer was afforded any consideration or received any free products or services from Company or Client). Such disclosure must appear clearly and conspicuously and in close proximity to any statements Influencer makes about Client, Company, their products and services, and/or the Campaign regardless of the space limitations of the medium. In particular, Influencer agrees that no person viewing Campaign Content will be required to click on, scroll down or mouse over a link to view the disclosure, and the disclosure will appear before the “click to read more” button. In the case of videos, Influencer must include the disclosure in the video itself and also in the caption below or above the video. Influencer and Company will mutually agree upon the specific form of any such disclosure (which may for example include the Hashtags #ad or #sponsored).
3. Acceptable Content. Influencer will ensure that Campaign Content and comments are in good taste and free of inappropriate language and/or content, and does not include any Content:that is inappropriate, indecent, obscene, hateful, tortious, defamatory, slanderous or libelous or that otherwise promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability, sexual orientation or age;
  1. that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where content is created;
  2. Influencer knows is false, inaccurate, or misleading;
  3. for which Influencer has been compensated or granted any consideration by any third party;
  4. that disparages, disreputes, ridicules, insults, or offends the Client, Company, its products, services, or customers, or the general community or any other person or party;
  5. not consistent with the image and values of Client or Company or that otherwise associates Client, Company or any of their products or services with any inappropriate or controversial content that could reflect poorly upon Client or the Campaign; or
  6. violates or infringes the Intellectual Property Rights of any third party.
Scope of Usage. Usage Scope categories selected in the Influencer Campaign Agreement represent and include the following:
- Standard Client Social and Website: Subject to Section 5 of these Terms, Campaign Content can be used in Client Social Media, Client Website, Client Paid Social Channels, and Client Boosting Influencer Posts. Section 6 will be omitted for the purposes of this type of Scope of Usage.
- Standard Client Social, Website and Whitelisting: Subject to Section 5 of these Terms, Campaign Content can be used in Client Social Media, Client Website, Client Paid Social Channels, and Influencer Whitelisted Paid Social. Section 6 will be omitted for the purposes of this type of Scope of Usage.
- Digital Advertising: Subject to Section 5 of these Terms, Campaign Content can be used in Client Social Media, Client Website, Brand Paid Social Channels, Influencer Whitelisted Paid Social and all other digital marketing platforms including OTT, email marketing, banner ads, website takeovers, video pre-roll, and other display advertising. Section 6 will be omitted for the purposes of this type of Scope of Usage.
- Full Usage and Ownership: Subject to Section 6 of these Terms, if the Usage Scope states Full Usage and Ownership, the Campaign Content will be owned by the Company for unlimited and unrestricted use. Section 5 of these Terms will be omitted for the purposes of this type of Scope of Usage.
Ownership of and License to Campaign Content. , Influencer is the sole and exclusive owner of all Campaign Content (excluding the rights and title to Company Materials. Influencer hereby grants to Company an exclusive, irrevocable, assignable, transferable and sublicensable license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Campaign Content during the Usage Period, limited to the Scope of Usage.
Ownership of Campaign Content. As between Influencer and Company, Company is the sole and exclusive owner of all Campaign Content, and Influencer hereby irrevocably assigns to Company all right, title, and interest in and to all Campaign Content, including all Intellectual Property Rights therein or arising therefrom.
Ownership of Company Materials. Company or Client, as applicable, is the sole and exclusive owner of all right, title, and interest in and to all Company Materials, including all Intellectual Property Rights therein or arising therefrom. Company or Client, as applicable, grants Influencer a limited, revocable, non-transferable, non-sublicensable right and license to use such Company Materials solely in connection with the Services as approved in writing by Company or Client.All use of Company’s or Client’s trademarks, service marks or other indicia of origin inure exclusively to the benefit of Company or Client, as applicable.
License to Influencer IP. Influencer hereby grants Company a royalty-free, perpetual, irrevocable, fully transferable and sublicensable, and worldwide license to use and exploit the Influencer IP, subject to the Usage Period and the Scope of Usage.
Third-party Content. If Influencer includes Third-Party Content in the Campaign Content, Influencer will (1) notify Company of the use of such Third-Party Content in the Campaign Content; and (2) provide written, signed releases or procure the necessary licenses from the rightful owner of the Third-Party Content at the time of submission of the Campaign Content in order to ensure that Company or Client can use and exploit the Third-Party Content for any purpose in any medium now known or later developed. If Influencer is unsure about instances whether the Campaign Content includes Third-Party Content, Influencer will check with Company.
Management of Campaign Content. Influencer must receive Company’s written approval before posting or otherwise publishing any Campaign Content. Upon request from Company, Influencer must immediately remove any campaign-related content and materials from all Influencer’s channels and cease all further use. Influencer must revise all unapproved Campaign Content at no additional cost and resubmitted to Company within five calendar days. If the Campaign Content is not approved after resubmission, Company may terminate the Influencer Campaign Agreement without further obligation to Influencer and is entitled to a refund of any Fees paid for such Campaign Content and any Fees paid in advance for Services not provided.
Term and Termination.
1. The Agreement commences on the Effective Date and continues for the Campaign Term unless earlier terminated. Company may terminate the Agreement at any time upon 14 days’ notice to the Influencer.
2. In addition to Company’s remedies, Company may immediately terminate the Agreement if: (1) Influencer breaches Section 3, 14 or 18 of these Terms; (2) Company faces any claim or allegation from any brand, media platform, law enforcement agency, or other entity or individual that the Campaign Content contains false or misleading claims or infringes, misappropriates, or otherwise violates the Intellectual Property Rights of any person; (3) Influencer fails to receive Company’s written approval prior to publishing any Campaign Content or fails to remove Campaign Content from Channels following Company’s written request; or (4) if Influencer does not respond to Customer’s or Client’s requests within 72 hours. If Influencer terminates the Agreement for convenience, or Company terminates this Agreement due to Influencer’s breach, Influencer will promptly refund any Fees paid by Company as of the termination date.
3. Sections 1, 2.1(6), 4–8, 11.3, 13, and 15–20 of these Terms will survive expiration or termination of the Influencer Campaign Agreement.
Payment Terms.
1. Subject in each case to the timely receipt of an accurate invoice from Influencer, Company will pay Influencer the amounts set forth in the Influencer Campaign Agreement (“Fees”) as further described therein and herein. Neither Company nor Client will be liable to Influencer for any travel or other expenses or any other costs including without limitation, agent fees, commissions, residuals, benefits, taxes, etc. without Company’s prior written approval. The invoice must be submitted through the process established by Company and provided to Influencer.
2. Influencer acknowledges and agrees that time is of the essence in the performance of the Influencer Campaign Agreement and that all Fees are based on completion of all Deliverables on or prior to the applicable Due Date set forth in the Influencer Campaign Agreement. Influencer agrees that due to the nature of Campaign Content and the Services, late delivery of any Campaign Content would materially reduce such Content’s value to Company and Client. Accordingly, if Influencer fails to meet the Due Dates provided in the Influencer Campaign Agreement, without limiting any remedy available to Company, the Fees due will reduce by a number equal to 10% of the original Fee each day following the applicable Due Date until the Deliverable is provided.
3. Company may set-off any payments due to Influencer against amounts owed to Company or Client. Except as otherwise determined in the Influencer Campaign Agreement, the Fees represent full and complete payment for the Services and rights granted by Influencer pursuant to these Terms and the Influencer Campaign Agreement. Under no circumstance shall Company be liable to Influencer for payment of any Fees unless Company has been provided with payment from Client and all Influencer Campaign Agreement obligations (including with respect to metrics and reporting) are completed in a timely manner to Company’s satisfaction.
Taxes. The Fees payable to Influencer are inclusive of taxes, and Influencer is solely responsible for, any and all tax obligations due to all taxing authorities arising from or in connection with the Fees. Influencer understands and agrees that Company may withhold any applicable Taxes from any payments due to Influencer. Influencer is not entitled to any benefits paid or made available by Company or Client to its employees.
Representations and Warranties. Influencer represents and warrants that: (1) Influencer has the right and authority to enter into the Agreement (and if a lender is loaning the services of Influencer, then such lender has the right), and does not and will not have any conflicts that prevent the Influencer from performing the Services; (2) without limiting Section 3 of these Terms, Influencer will provide the Services in compliance with all applicable laws, regulations and guidelines including, without limitation, the FTC’s Guides and including by making any required disclosures in accordance with the FTC’s Guides; (3) without limiting Section 3 of these Terms, the Campaign Content provided by Influencer will be original, will not violate any Intellectual Property Rights or other rights of a third party, and will not be libelous or defamatory to third parties or brands; (4) without limiting the foregoing, Company’s use of the Campaign Content does not and will not infringe or violate third party rights or require any additional licenses, permissions or clearances from a third party; and (5) Influencer is not a member of SAG/AFTRA or any other similar union.
Indemnification by Influencer. Influencer will defend Company from all third-party allegations, claims and actions arising out of or relating to (1) any allegation that if proven true would constitute a breach of Influencer’s representations, warranties, or obligations in these Terms or the Influencer Campaign Agreement; (2) any gross negligence or willful misconduct; and (3) any employment claims made by Influencer or any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Influencer pursuant to the Agreement (collectively, “Influencer Indemnifiable Claim”). Influencer will indemnify any losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising out of or related to Influencer Indemnifiable Claim and all amounts that Company agrees to pay to any third party to settle any Influencer Indemnifiable Claim. Influencer will not enter into any settlement that involves an admission of guilt or liability of Company without Company’s prior written consent. Company may participate in the defense of an Influencer Indemnifiable Claim at its own expense and with counsel of its own choosing.
Indemnification by Company. Company will defend Influencer from all third-party allegations, claims and actions arising out of or relating to an allegation that Influencer’s use of unmodified Company Materials in accordance with these Terms, the Influencer Campaign Agreement, and Company’s instructions, infringe any third-party Intellectual Property Rights (collectively, “Company Indemnifiable Claim”). Company will indemnify any losses, liabilities, costs or debts, and expenses (including but not limited to attorney’s fees) arising out of or related to Company Indemnifiable Claim and all amounts that Influencer agrees to pay to any third party to settle any Company Indemnifiable Claim. Influencer will: (1) give Company prompt written notice of the Company Indemnifiable Claim; (2) grant Company full and complete control over the defense and settlement of the Company Indemnifiable Claim; (3) provide assistance in connection with the defense and settlement of the Company Indemnifiable Claim as Company may reasonably request; and (4) comply with any settlement or court order made in connection with the Company Indemnifiable Claim. Notwithstanding the previous sentence, Company will not enter into any settlement that involves an admission of guilt or liability of Influencer without Influencer’s prior written consent. Influencer may participate in the defense of a Company Indemnifiable Claim at its own expense and with counsel of its own choosing.
Limited Liability; Disclaimer. To the extent permitted by applicable law, under no circumstances, will (1) Company be liable to Influencer for consequential, incidental, punitive, or exemplary damages arising out of or related to the subject matter contemplated under the Agreement, including lost profits or loss of business; or (2) Company’s total liability of all kinds arising out of or related to the Agreement, regardless of the forum and regardless of whether any action or claim is based on contract, tort, or otherwise, exceed the total amount of Fees paid by Company to Influencer under this Agreement. The foregoing limitations do not apply to claims of bodily injury, death, gross negligence, or intentional misconduct (including fraud). Except as explicitly set forth in these Terms or the Influencer Campaign Agreement, Company Materials are provided “as-is” without any representations or warranties of any kind, and Company hereby expressly disclaims all implied warranties.
Confidentiality. All information disclosed by Company to Influencer that should reasonably be understood as confidential or proprietary based on the circumstances of disclosure or the nature of the information itself is “Confidential Information.” Influencer (1) will not disclose Confidential Information to any third party other. than to those who: (a) have a need to know such Confidential Information to accomplish the purpose of the Influencer Campaign Agreement on Influencer’s behalf; and (b) are bound by a written agreement with Influencer. that is at least as protective of the Confidential Information as the Agreement; (2) will not use Confidential Information for any purpose other than performing its obligations under the Influencer Campaign Agreement; and (3) must use reasonable efforts to protect Confidential Information from unauthorized use or disclosure. Notwithstanding the foregoing, Company may refer to Influencer by name in its “roster” or other public or internal list of influencers, and in promotional materials including without limitation, case studies, award shows and press releases. Influencer’s obligations in this Section 18 will continue to be in effect for a period of 5 years after the expiration or termination of the Influencer Campaign Agreement.
Arbitration and Injunctive Relief. Any dispute will be settled by arbitration before an arbitrator pursuant to the rules of JAMS Arbitration Rules and Procedures, conducted with a single arbitrator. The parties to such arbitration will each bear their own costs and expenses related thereto. Any such arbitration will be conducted in accordance with the laws of the State of New York and will take place in New York County, NY. If Company breaches these Terms or the Influencer Campaign Agreement, Influencer’s sole remedy will be to terminate the Influencer Campaign Agreement and/or seek monetary damages and in no event will Influencer have the right to seek to restrain or enjoin Company or Client from running any Campaign. A breach of the Influencer Campaign Agreement by the Influencer may cause Company or Client irreparable harm which would be impossible to calculate or to remedy via monetary damages and therefore in the event of any such breach, Company and Client may obtain injunctive relief without having to post a bond.
General Terms. Influencer is Company’s independent contractor. The Influencer Campaign Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. If any provision (or portion of a provision) of these Terms or the Influencer Campaign Agreement is invalid, illegal, or unenforceable, the rest of will remain in effect. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms or the Influencer Campaign Agreement. These Terms together with the Influencer Campaign Agreement constitute the entire agreement and supersedes any prior agreement of the parties relating to its subject matter.