ATT Influencer Terms Conditions - Social Studies

ATT Influencer Terms Conditions

These terms and conditions (the “Terms”), together with the Influencer Campaign Agreement referencing them and any exhibits thereto (the “Campaign Agreement”) will constitute the agreement (“Agreement”) between Social Studies, Inc. (“Company”) on behalf of AT&T Services, Inc., its parent, subsidiaries, affiliates, related companies and any of its legal representatives, and agents, licensees, permittees or assigns (“Brand”) and the Influencer identified in the Campaign Agreement (“Promoter”), who shall participate in certain advertising and promotional services (the “Services”) for Brand as specifically set forth in the Campaign Agreement, which is incorporated herein by this reference (“Project”).  

NOW, THEREFORE, for full and fair consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 

I. SERVICES

  1. Company hereby engages Promoter on behalf of Brand and Promoter agrees to promote Brand. 
  2. The Services shall include, but not be limited to, the creation and posting (after approval by Brand in writing) of the following content (the “Promoter Content” or the “Deliverables”) as outlined in the Campaign Agreement. To ensure compliance with applicable laws, Promoter must (a) review all material and deliverables under the Campaign Agreement and any exhibits thereto prior to posting Promoter Content to ensure that statements (both qualitative and quantitative) are accurate and within compliance.
  3. Promoter represents and warrants that any content, including Promoter Content related in any way to Brand (including applicable social tags and hashtags) will not violate or infringe upon the rights of any third party. 
  4. Promoter will include all appropriate tags and hashtags within the Promoter Content, as directed by Company on behalf of Brand.
  5. Promoter agrees to render Promoter’s services in a competent and professional manner, in accordance with best industry practice, and to the best of Promoter’s ability. Promoter’s services will be rendered in accordance with Company’s reasonable instructions.
  6. For the Term, Promoter agrees to connect social media accounts where Deliverables are to be posted to Creator IQ, or a similar platform, for reporting purposes. If the Usage Rights in the Campaign Agreement include Allowlisting, Promoter will, during the Campaign Term, take any and all actions reasonably necessary to facilitate the allowlisting of Promoter’s social media accounts where Promoter Content is posted (“Allowlisting Permission“), including granting permission allowing the Company and its technology providers to: (a) track the Services; (b) access social media accounts for the purposes of paid media amplification as part of the Campaign; (c) use “audiences”; and (d) other Allowlisting permissions, all without any additional consideration.

II. RIGHTS TO USE NAME, LIKENESS AND CONTENT

  1. If the usage rights granted to Company hereunder are anything other than a full “buyout”, then Promoter hereby grants to Company and Brand, and its officers, directors and representatives (collectively, “Brand Parties”) an exclusive, irrevocable, assignable, transferable and sublicensable license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Promoter Content consistent with the usage rights set forth in the Campaign Agreement (the “Usage Rights”). If the Usage Rights amount to a full “buyout”, then Promoter hereby irrevocably assigns to the Company all right, title, and interest in and to all Promoter Content, including all intellectual property rights therein or arising therefrom. Promoter hereby further grants to Company and the Brand Parties the irrevocable right and license to use, exploit, whether promotionally or commercially Promoter’s name, likeness, biographical information in all of Promoter’s Content created hereunder in any and all media now known or hereinafter developed throughout the world without any further payment to Promoter or to any other party.
  2. Without limiting the generality of the foregoing, and except as otherwise expressly outlined in the Campaign Agreement, during the Term, it is expressly acknowledged and agreed that Brand shall have the right to do the following, as applicable, with the deliverables hereby defined in the Campaign Agreement:
    1. To include Promoter’s Twitter and other social media handles in Brand social media posts. 
    2. To share “the Work,” including any photographs and videos the Promoter created for Brand, including Promoter Content, on Brand’s Facebook, Twitter, Instagram, SnapChat, TikTok, YouTube handles, and Brand owned websites and other social and digital media platforms. 
    3. To tag Promoter in the reposting of Promoter Content on Brand social media handles. 
    4. To produce and post videos and photographs of Promoter performing services and/or at events, including sharing the embed link through online outreach.
    5. To take videos and photographs of Promoter performing its services and/or at events and share to the relevant Brand social media handle.
    6. To pin videos and photographs of Promoter performing services and/or at events. Brand may link images back to the Brand website and Brand social media channels.
    7. To post content, videos and photographs of Promoter performing services and/or at events. Brand may engage with through Brand social media channels and share interviews, Q&A’s or other Promoter Content across Brand social media channels and/or blogs.
    8. To create videos featuring Promoter creating the Promoter’s Content and to exhibit such videos in such manner and through such medium as Brand shall elect. 
    9. To make Promoter’s Content available for stream and download (not for sale) to consumers. 
  3. Promoter hereby grants to Brand the right to link to all of Promoter’s Content developed hereunder on Brand’s website and on all Brand internal and external channels (e.g., social media, newsroom).
  4. Promoter agrees to work with Company and Brand to utilize branded content tool functions for available social platforms when/if cross promoting brand posts.
  5. Promoter agrees to supply Company Instagram Story results and other metrics for sponsored posts that Company and Brand cannot otherwise acquire.
  6. Ownership of Company Materials. Company or Brand, as applicable, is the sole and exclusive owner of all right, title, and interest in and to all materials provided thereby, including all intellectual property rights therein or arising therefrom. Company or Brand, as applicable, grants Promoter a limited, revocable, non-transferable, non-sublicensable right and license to use such provided materials solely in connection with the Services as approved in writing by Company or Brand. All use of Company’s or Brand’s trademarks, service marks or other indicia of origin inure exclusively to the benefit of Company or Brand, as applicable.
  7. License to Promoter IP. Promoter hereby grants Company a royalty-free, perpetual, irrevocable, fully transferable and sublicensable, and worldwide license to use and exploit any applicable intellectual property of Promoter, subject to the terms hereof.
  8. Third-Party Content. If Promoter includes any third-party content in the Promoter Content or otherwise provides any third-party content to Company or Brand, Promoter will (a) obtain the written right and license for such third-party content to be used consistent with the terms of this Agreement (“Third-Party Rights Grants”); and (b) provide Company with the Third-Party Rights Grants.
  9. Management of Promoter Content. Promoter must receive Company’s written approval before posting or otherwise publishing any Promoter Content. Upon request from Company, Promoter must immediately remove any Promoter Content from Promoter’s channels and cease all further use. Promoter must revise all unapproved Promoter Content at no additional cost and resubmit the same to Company within five calendar days. If the Promoter Content is not approved after resubmission, Company may terminate this Agreement without further obligation to Promoter, and is entitled to a refund of any Fees paid for such Promoter Content and any compensation paid in advance for Services not provided.

III. TERM AND TERRITORY

  1. Term. The “Term” of this Agreement shall commence on the date outlined in the Campaign Agreement, and continue for the term set forth therein, unless earlier terminated. 
  2. General Termination for Breach.  Company may terminate the Agreement for any reason or no reason at any time on three days’ notice to Promoter. Promoter and Company may terminate the Agreement if the other party materially breaches the Agreement and fails to cure the breach within ten days of receiving written notice describing the breach.
  3. Specific Termination for Breach. In addition to Company’s other remedies, Company may immediately terminate this Agreement if: (a) Promoter breaches any of its representations and warranties or confidentiality obligations set forth herein; (b) Company faces any claim or allegation from any brand, media platform, law enforcement agency, or other entity or individual that the Promoter Content contains false or misleading claims or infringes, misappropriates, or otherwise violates the intellectual property rights of any person; (c) Promoter fails to receive Company’s written approval prior to publishing any Promoter Content or fails to remove Promoter Content following Company’s written request; or (d) if Promoter does not respond to Company’s or Brand’s communications or requests within 72 hours.
  4. Refund; Payment.  If Company terminates this Agreement due to Promoter’s breach, Promoter will promptly refund any compensation paid by Company as of the termination date, and Company will not owe Promoter any compensation as set forth in this Agreement. If Company terminates this Agreement for convenience, Company will pay Promoter a pro rata portion of the compensation set forth herein based on all deliverables completed, and delivered to and accepted by Company, prior the date of termination.
  5. The Agreement “Territory” shall be The United States, including its territories, possessions and commonwealths, including Puerto Rico.  Notwithstanding the foregoing, online, digital, and social media use shall be without territorial restriction as they are worldwide in nature.

IV. COMPENSATION

  1. Non-Commercial Service Compensation. In consideration solely with respect to Promoter’s non-commercial services that are not under SAG and/or AFTRA jurisdiction, (“Non-Commercial Services”), Company agrees to pay, and Promoter agrees to accept, in consideration of all Services fees and costs and all rights granted by Promoter the all-inclusive amount outlined in the Campaign Agreement. 
  2. Compensation to be made. Compensation to be made hereunder will be subject to such deductions as are required by law. Promoter will be responsible for all payments to be made to any agent or other representative with respect to Promoter’s services hereunder. Promoter acknowledges that the rendering of services hereunder will not entitle Promoter to employee benefits as Company or Brand’s employee with respect to workers compensation, disability benefits, health, medical or life insurance programs, pension, profit sharing or other employee-benefit plans or programs maintained by Company or Brand. Promoter is obligated to pay all taxes on all amounts earned pursuant to this Agreement.  
  3. Payment and billing. Billing and payment for all services rendered pursuant hereto shall be governed pursuant to the compensation provisions outlined in the Campaign Agreement.
  4. Delayed Delivery. Promoter acknowledges and agrees that time is of the essence in the performance of this Agreement and that compensation is based on completion of Services on or prior to the applicable due date set forth herein. Promoter agrees that due to the nature of Campaign and the Services, late delivery of any content would materially reduce such content’s value to Company and Brand. Accordingly, if Promoter fails to meet the due dates provided by the Company, without limiting any remedy available to Company, the compensation due will be reduced by a number equal to 10% of the original compensation amount each day following the applicable due date until the content is provided or tasks associated with the due date are completed.
  5. Set-Off. Company may set-off any payments due to Promoter against amounts owed to Company or Brand.
  6. Brand Payment; Performance. Under no circumstance shall Company be liable to Promoter for payment of any compensation set forth herein unless Company has been provided with payment from Brand and all obligations set forth in this Agreement (including with respect to metrics and reporting) are completed in a timely manner to Company’s reasonable satisfaction.
  7. Delays in Invoicing. Any failure by Promoter to claim or request payment within 90 days of the date Promoter fulfills their obligations in this Agreement, whether as a result of Promoter’s failure to maintain and/or update their payment information or any other reason, shall result in Promoter forfeiting any and all right, title and interest to any payment due hereunder.
  8. Incorrect Payment Information. If Promoter provides incorrect payment information and the compensation is deposited incorrectly due to Promoter’s error in providing or updating their payment information, the Company will make one attempt to recover the payment. If the payment is recovered, the Company will reissue payment one time using the updated payment information, minus 10% of the total Fee. If the payment is not recovered, the Company will not reissue payment, and the Promoter forfeits any and all right, title and interest to any payment due under this Agreement.

V. EXCLUSIVITY AND ENDORSEMENTS

  1. During the Exclusivity Term, Promoter warrants and represents that Promoter has not authorized, which authorization is still in effect, and will not authorize the use of Promoter’s performance, name, voice, signature, photograph or other likeness to commercially endorse any other  wireless telecommunications service or product, as outlined in the Campaign Agreement, nor will Promoter render services in connection with any advertising for any such other wireless telecommunications service or product or any product or service in the telecommunications industry vertical. Promoter will refrain from any sponsored posts on the Publication Date, and thereafter, as defined in the Campaign Agreement. Notwithstanding the foregoing, nothing shall preclude Promoter from performing or appearing in the entertainment, news, information or other portion of any radio, television, concert, Internet or other program or event regardless of its sponsorship.
  2. Promoter represents and warrants that at no time will Promoter intentionally or publicly disparage Promoter’s association with Company, Brand or the Service, nor will Promoter intentionally or publicly disparage Company or Brand. 
  1. Promoter agrees that Brand may utilize the results of Promoter’s services, including any testimonials, to endorse Brand and Brand’s Services. Promoter represents and warrants that, except as Promoter may otherwise promptly advise Company and Brand in writing, (a) any statements attributed to Promoter are or will be true and an expression of Promoter’s personal experience and belief, and (b) to the extent that Promoter provides any endorsement of the Service, Promoter has used the Service and shall continue to purchase and use the Service for so long as Brand has the right to use Promoter’s testimonials.
  2. Promoter represents and warrants that the Services provided and all content created by Promoter pursuant to this Agreement will comply with all applicable laws and regulations including but not limited to the Federal Trade Commission’s Guides Concerning the Use of Testimonials and Endorsements available at (https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf ) (the “FTC Guides”). Promoter acknowledges and agrees that Promoter is familiar with the requirements of the FTC Guides, and that Promoter discloses that Promoter is a paid endorser for Brand when publicly expressing any opinions, beliefs, findings, or experiences about Brand or Brand’s services, as required by the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. 

VI.  REPRESENTATIONS AND WARRANTIES

Promoter represents and warrants that: 

  1. Promoter is a professional in the area of social media promotion, and has the necessary knowledge, skills, experience, qualifications, rights, and resources to provide the Deliverables; 
  2. Promoter has the full and unrestricted right, power, and authority to enter into this Agreement on behalf of itself and any applicable employees or contractors, to provide the Deliverables; 
  3. Neither Promoter, nor any employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of Company; 
  4. Promoter, along with any employees or contractors, will not knowingly violate or infringe upon the rights of any third parties when performing the Deliverables; 
  5. Promoter, along with any employees or contractors, will provide the Deliverables in a professional manner in accordance with the highest standards customary to the industry; 
  6. The Deliverables created by Promoter, along with any employees or contractors, will not knowingly infringe the intellectual property rights of any third party; 
  7. Promoter has secured any required licenses or permission, and has paid any clearance costs or third-party license fees necessary to enable it and any employees or contractors to provide the Deliverables;
  8. All content created by Promoter, its employees or contractors, in fulfillment of the Deliverables shall comply with all applicable laws, rules, and regulations, including, but not limited to, any disclosures required by the Federal Trade Commission;
  9. All Deliverables must be the Promoter’s original creative work or the Promoter must be the sole owner of the intellectual property rights.  Promoters should not use, copy or adopt third party content;
  10. The Deliverables shall be in good taste and free of inappropriate language and/or content, and shall not contain any content that: (a) 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; (b) is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where content is created; (c) Promoter knows is false, inaccurate, or misleading; (c) for which Promoter has been compensated or granted any consideration by any third party; (d) disparages, ridicules, insults, or offends the Brand, Company, their products, services, or customers, or the general community or any other person or party; (e) is not consistent with the image and values of Brand or Company or that otherwise associates Brand, Company or any of their products or services with any inappropriate or controversial content that could reflect poorly upon Brand or the Campaign; or (f) violates or infringes the intellectual property rights of any third party; 
  11. Promoter shall not be intentionally misleading, deceptive, untrue or fraudulent in the Deliverables.  Promoter should only create Deliverables that reflects Promoter’s honest beliefs, opinions, findings or experiences; and
  12. Promoter has read and agrees to be bound by and follow the social media policies delineated in the Campaign Agreement and any exhibits thereto. Failure to follow these policies is grounds for immediate termination of this Agreement.
  13. Promoter agrees that Promoter’s schedule can accommodate the production schedule for the project and to respond to all requests from Company within one business day of receipt.

VI. MISCELLANEOUS PROVISIONS

  1. Services Unique. It is expressly understood and agreed that the services to be performed by Promoter and the rights and privileges granted to Company and Brand hereunder are special, unique, extraordinary and impossible of replacement, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law and that Promoter’s failure or refusal to perform Promoter’s obligations hereunder would cause irreparable harm or damage. Should Promoter fail or refuse to perform such obligations, Company and Brand shall be entitled to seek ex parte injunctive or other equitable relief against Promoter to prevent the continuance of such failure or refusal or to prevent Promoter from performing services or granting rights to others in violation of this Agreement.
  2. Pay or Play. The payment to Promoter of the required compensation provided in Section IV will fully discharge all of Company and Brand’s payment obligations hereunder, and Brand shall not be obligated to produce, broadcast, telecast, or publish any of the materials or to utilize Promoter’s services hereunder.
  1. Indemnification. Each party shall at all times indemnify and hold the other party and its directors, officers, members, managers and employees harmless from and against any and all third-party claims, damages, liabilities, expenses, non-cancellable production costs and/or media expenditures, and any other costs and expenses, including reasonable outside counsel fees, arising out of (a) any material breach by the indemnifying party of any warranty or agreement made by such party herein; (b) any negligence or willful misconduct by the indemnifying party; and (c) in the case of Promoter as indemnitor, any employment claims or any obligations imposed by law on Company to pay any withholding taxes, social security, unemployment, disability insurance or similar items in connection with compensation received by Promoter pursuant to the Agreement. Any party hereto seeking indemnification agrees to notify, in writing, the party from whom indemnification is sought as soon as possible after a claim has been made. The party from whom indemnification is sought may then elect to defend; otherwise, such party will reimburse the other party for its costs of defense. Neither party will settle any claim without the prior written approval of the other party, such approval not to be unreasonably withheld. Notwithstanding the forgoing, the indemnitee may participate in the defense of a claim at its own expense and with counsel of its own choosing.
  2. Limitation of Liability; Disclaimer. To the extent permitted by applicable law, under no circumstances, will (a) Company be liable to Promoter 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 (b) 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 compensation paid by Company to Promoter 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 herein, any Company or Brand provided materials are provided “AS-IS” and without any representations or warranties of any kind, and Company and/or Brand hereby expressly disclaim all implied warranties.
  3. Ownership of Materials. Promoter acknowledges that Promoter has no right, title or interest, and agrees that Promoter will not claim any, in or to the Brand content and other materials produced by Brand hereunder, or in or to any of Brand’s trademarks, service marks, trade names or copyrights. Promoter shall not make any use of the Brand content other than as authorized by this Agreement. 
  4. Professional Behavior. If Promoter has committed or commits any act or becomes involved in any situation or occurrence that brings Promoter in public disrepute, contempt, scandal, or ridicule or that shocks, insults or offends the people of this nation or any class or group thereof or that reflects unfavorably upon Brand or its products, as determined by Company and Brand in their sole discretion, Brand shall have the right, to immediately terminate this Agreement and pull all Promoter Content off any platform or medium it chooses. Company and Brand’s decision on all matters arising under this Section 5 will be conclusive, provided that Company and Brand’s decision to terminate hereunder must be exercised, if at all, not later than thirty (30) days after the facts giving rise to such right under this section are brought to Company and Brand’s attention.
  5. Force Majeure. If Promoter, for reason of “force majeure” (any reason beyond Promoter’s reasonable control such as loss of access to a named platform, strikes, boycotts, labor troubles, severe inclement weather, serious illness or injury as supported by a physicians’ letter, act or credible threat of terrorism, or national government declared emergency), is not able to fully provide Promoter’s services as contemplated herein, or if Company or Brand, for reason of a force majeure is not able to produce or use any of the Promoter Content produced hereunder, then AT&T shall have the right in its sole discretion, to extend the period of use or the date(s) for services to be rendered and/or any obligations to be performed for an equivalent period (subject to Promoter’s professional availability), not to exceed ninety (90) days. If such force majeure event lasts more than thirty (30) consecutive days or beyond the period of the promotional event, Company and Brand shall have the right to terminate this Agreement with no further obligations to Promoter other than those payments due to Promoter as of the date of termination.
  6. Death. In the event of Promoter’s death during the Term hereof, Company and Brand shall have the right, in its sole discretion, to either terminate this Agreement or continue to use the materials in which Promoter participated upon payment of the required compensation hereunder to Promoter’s executor or administrator of Promoter’s estate.
  7. Disability. If Promoter should fail to fulfill Promoter’s obligations hereunder due to any illness, accident or other physical or mental impairment which renders Promoter incapable of performing or unqualified to perform services whenever required under this Agreement, then Company and Brand may, in their sole discretion, either extend the Term by such number of days that Promoter failed to provide Promoter’s services or terminate this Agreement.
  8. Breach. Except with respect to the application of Company or Brand’s rights under sub-sections  5, 6, 7 and 8, above, if Promoter at any time commits a breach of any provision of this Agreement or at any time fails or refuses to fulfill Promoter’s obligations hereunder, then Company may terminate this Agreement, provided, however, that written notice of such breach must be served upon Promoter, and Promoter will thereupon have three (3) days in which to cure such breach, if it is curable. If not or upon Promoter’s failure to cure within such period, termination will be deemed effective on the date Promoter originally received notice. Without limiting the foregoing, it is expressly understood that Promoter’s failure to commence performance of services which have been booked and confirmed, or having commenced performance Promoter’s discontinuance of such performance, except due to illness, interruption in or delay of transportation, or emergency situations beyond Promoter’s control, will be considered a breach incapable of cure.
  9. Rights Upon Breach. In the event of a breach of this Agreement by Promoter, in addition to any other legal remedies Company or Brand may have, Company or Brand shall have the right to seek injunctive or other equitable relief, and the exercise of such right shall not constitute a waiver of any other or additional rights at law or pursuant to the terms of this Agreement which Company or Brand may have against Promoter as a result of such breach. Promoter’s sole remedy for breach of the Agreement will be to seek monetary damages and in no event will Promoter have the right to seek to restrain or enjoin Company or Brand.
  10. Pro-Rated Compensation. In the event of termination pursuant to sub-sections 5, 6, 7, or 8. above, Promoter’s compensation will be prorated to the effective date of termination and any applicable additional payment by Company or refund by Promoter (or Promoter’s estate) will be made promptly thereafter. 
  11. Full Power. Promoter represents and warrants that: (a) Promoter has the full right and power to enter into and fully perform this Agreement in accordance with its terms; and (b) the execution, delivery, and performance of this Agreement will not infringe upon the rights of any third party or violate the provisions of any agreement to which Promoter is a party. 
  12. Survival. All covenants, indemnities, guarantees, representations and warranties by Promoter shall survive such expiration.
  13. Compliance.  The Services provided and all content created by Promoter pursuant to this Agreement will comply with all applicable laws and regulations including but not limited to the Federal Trade Commission’s Guides Concerning the Use of Testimonials and Endorsements (the “FTC Guides”). Promoter acknowledges and agrees that he/she is familiar with the requirements of the FTC Guides, including without limitation the requirement that promoter discloses that he/she has received or will receive compensation or other benefits for promoting Brand’s products and services and that promoter will include the disclosures set forth in the Guidelines attached to the Campaign Agreement.
  14. Notices. Service of all notice under this Agreement will be sufficient if given personally, mailed or emailed to Promoter and Company at the addresses in the signature block of this Agreement. Any notice shall be deemed to have been given on the day it is mailed, emailed or if delivered in person by hand, on the day it is delivered.
  15. Waiver. The failure by Company or Brand to exercise rights granted hereunder upon the occurrence of any of the contingencies set forth in this Agreement will not constitute a waiver of such rights upon the recurrence of such contingency.
  16. Entire Understanding. This Agreement, including the incorporated Campaign Agreement and any exhibits thereto, constitutes the entire understanding between Promoter and Company with respect to the subject matter of this Agreement and supersedes all prior agreements. No waiver, modification or addition to this Agreement will be valid unless in writing and signed by the parties hereto.
  17. Governing Law and Arbitration. This Agreement will be construed in accordance with the laws of the State of New York pertaining to contracts made and performed entirely therein. Any dispute relating to the Agreement will be submitted to and resolved by binding arbitration before a single arbitrator pursuant to the rules of JAMS Arbitration Rules and Procedures. The parties to such arbitration will each bear their own costs and expenses. The arbitration will be conducted in in New York, NY.
  18. Interviews, Advertising and Publicity. Promoter will not authorize or release advertising matter or publicity, or give interviews which make reference to the details of Promoter’s engagement hereunder, without Company’s prior written approval, although during interviews Promoter may respond, discuss and comment in a favorable and positive and no disparaging manner that Promoter is associated with Brand. 
  19. Confidentiality. The parties acknowledge and agree that all terms and conditions of this Agreement, as well as any non-public information, including but not limited to Brand’s prototype products or services which may be unreleased or unknown to the public, received by either party with respect to the other, are strictly confidential and shall not be disclosed, except as required by court order or to individual representatives of Promoter who need to have such information for Promoter to perform Promoter’s obligations hereunder and who have agreed to the confidentiality provisions herein. Promoter may not disclose any proprietary terms and/or conditions of this Agreement (including without limitation, the compensation) without prior written consent/approval from Company or Brand. Each party’s obligations in this Section will continue to be in effect for a period of five years after the expiration or termination of the Agreement; provided, however, that if any non-public information received by either party is deemed a trade secret, the obligations to keep such information secret shall continue in perpetuity. Notwithstanding the foregoing, Company and/or Brand may refer to Promoter 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.
  20. Citizenship and Immigration. It is understood and agreed to that Promoter will provide Company with all necessary work permits or certification or proof of citizenship. Promoter hereby represents and warrants that Promoter is legally permitted to perform the services herein and Brand’s use of such services will not violate any laws or regulations pertaining to the employment of individuals.
  21. Relationship of the Parties. Promoter is an independent contractor, and this Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties.
  22. Section Headings. Section headings are for reference purposes only and are not intended to create substantive rights or obligations.
  23. Severability. In the event any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. 
  24. Assignment. This Agreement, including the right to receive compensation, may not be assigned by Promoter. Any attempt to do so, or to delegate any of Promoter’s obligations hereunder, without such consent shall be null and void and shall permit Company the right to cancel and terminate this Agreement. 
  25. Amendment. This Agreement may not be amended except in writing and properly executed by both the parties hereto.  Except as specifically amended, this Agreement shall remain in full force and effect. 
  26. Use of Counsel. Promoter represents that Promoter has had the opportunity to consult with legal counsel of Promoter’s own choosing in connection with the negotiation and execution of this Agreement or has knowingly chosen not to do so. If an ambiguity or question arises with respect to any provision of this Agreement, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement.
  27. Third Party Beneficiary. Promoter acknowledges and agrees that Brand is a third-party beneficiary of this Agreement.
  28. This Agreement will not be considered binding until fully executed by all parties. If an agent executes this Agreement on behalf of Promoter, the agent represents and warrants to Company and Brand that the agent is appointed as attorney-in-fact and has the authority to act on behalf of and bind the Promoter to the terms of the Agreement, and guarantees Promoter’s performance.