Influencer Terms and Conditions

SOCIAL STUDIES, INC. INFLUENCER TERMS AND CONDITIONS

Last Updated: March 11, 2024

Archive: 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 identified in the Influencer Campaign Agreement referencing these Terms and executed by Company and Influencer or an agent on behalf of Influencer (the “ICA”).

Certain Definitions.
1. “Campaign Content” means Content (including 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. “Campaign” means the social media campaign in connection with which the Services are being rendered.
3. “Campaign Term” means the date of signature on ICA until the end of the Usage Term.
4. “Client” means Company’s client in relation to which Influencer is providing the Services.
5. “Company Materials” means all Content provided to Influencer by or on behalf of Company or Client.
6. “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.
7. “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 prior to entering into the ICA and used by Influencer or Company in connection with the Campaign or Services.
8. “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.
9. “Third-Party Content” means Content or other Intellectual Property Rights (including name, voice, biography, likeness, and other identifiers and logos, copyrighted images or music) owned or controlled by a party other than Influencer, Client or Company.
10. “Usage Rights” means those rights with respect to the Campaign Content and Influencer IP set forth in the ICA.
11. “Usage Period” means the period of time for which the Usage Rights are applicable; provided that the Usage Period continues with respect to (and neither Company nor Client is required to remove) Campaign Content on any social media platforms or website editorial pages, as long as it was posted during the Usage Period.
Influencer Service Obligations.
1. General Obligations. Influencer will: (a) provide the Services described in the ICA for the purposes of the Campaign in a diligent and professional manner, and in accordance with best industry practice; (b) provide the Company access to Influencer’s accounts as necessary, including access to reporting metrics as required by Company within the timeframes set forth in the ICA; (c) respond to Client and Company requests in a timely and professional manner; (d) not archive or delete any Content posted in connection with the Campaign for at least 12 months following the end of the Campaign Term, unless otherwise instructed by the Company; (e) remove, replace, or modify any Campaign Content at Company’s request, even after termination of the Campaign Term; (f) unless stated otherwise in the ICA, no later than five days prior to the posting of Campaign Content, cooperate and take all actions reasonably necessary to permit the integration and tracking of the Services into Company’s internal and partner platforms; and (g) not include sponsored content as the post directly before or after posts of Campaign Content, unless it is for the Client identified in the ICA. Influencer agrees that time is of the essence with respect to performance of the Services.
2. Allowlisting. If the Usage Rights in the ICA includes Allowlisting, Influencer will, during the Campaign Term, take any and all actions reasonably necessary to facilitate the allowlisting of Influencer’s social media accounts where Campaign 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.
3. Exclusivity. If the ICA provides for exclusivity, Influencer will not, during the Exclusivity Period set forth therein, whether alone or through any third party, directly or indirectly, enter into any agreement to or negotiations regarding, 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 any competitors listed in the ICA.
Influencer’s Content Obligations.
1. Compliance. Influencer will comply with applicable laws and regulations, including without limitation the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising and Disclosures 101 for Social Media Influencers (the “FTC Guides”) in connection with the Services. Without limiting the foregoing, Influencer must only make: (a) factual and verifiable statements about Client, Company and 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 (b) statements that reflect Influencer’s honest and truthful opinions, findings, beliefs, and/or experiences. Influencer represents and warrants that Influencer is familiar with and understands the FTC Guides.
2. Disclosure. Without limiting Influencer’s obligations pursuant to Section 3.1, Influencer will not post or otherwise speak about or refer to Company or Client, directly or indirectly, without disclosing Influencer’s 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 or 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 will obtain Company’s prior written consent regarding the form of any such disclosure.
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: (a) 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; (b) 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; (c) that Influencer knows is false, inaccurate, or misleading; (c) for which Influencer has been compensated or granted any consideration by any third party; (d) that disparages, ridicules, insults, or offends the Client, Company, their products, services, or customers, or the general community or any other person or party; (e) that is 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 (f) that violates or infringes the Intellectual Property Rights of any third party.
Scope of Usage.
1. Usage Rights. The Company and the Client as mentioned in the ICA, will have the Usage Rights set forth in the ICA during the Usage Period.
2. Campaign Content. If the Usage Rights are anything other than “Buyout”, then the Influencer hereby grants to Company and Client an exclusive, irrevocable, assignable, transferable and sublicensable license to host, store, transfer, display, perform, reproduce, modify, create derivative works of, and distribute Campaign Content consistent with the Usage Rights. If the Usage Rights are “Buyout”, then the Influencer hereby irrevocably assigns to the Company all right, title, and interest in and to all Campaign Content, including all Intellectual Property Rights therein or arising therefrom.
3. 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.
4. 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, in connection with the Campaign and Campaign Content.
5. Third-Party Content. If Influencer includes Third-Party Content in the Campaign Content or otherwise provides any Third-Party Content to Company or Client, Influencer will (a) obtain the written right and license for the Third-Party Content to be used consistent with the Usage Rights and terms of this Agreement (“Third-Party Rights Grants”); and (b) provide Company with the Third-Party Rights Grants.
6. 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 Content from Influencer’s channels and cease all further use. Influencer must revise all unapproved Campaign Content at no additional cost and resubmit the same to Company within five calendar days. If the Campaign Content is not approved after resubmission, Company may terminate the ICA 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. Term. The Agreement commences on the date set forth in the ICA and continues for the term set forth therein (the “Campaign Term”), 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 the Influencer. The Influencer 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 the ICA if: (a) Influencer breaches Section 3 or 10 of these Terms; (b) 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; (c) 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 (d) if Influencer does not respond to Company’s or Client’s communications or requests within 72 hours.
4. Refund; Payment. If Company terminates this Agreement due to Influencer’s breach, Influencer will promptly refund any Fees paid by Company as of the termination date, and Company will not owe Influencer any Fees as set forth in the Agreement. If Company terminates the Agreement for convenience, the Company will pay influencer for the portion of deliverables completed using the Payment Schedule and Additional Payment Terms as outlined in the Agreement.
5. Survival. Sections 1, 2.1(d), 2.1(e), 2.2 2.3, 4, 5, 7 through 14 of these Terms will survive expiration or termination of the Agreement.
Payment Terms.
1. Payment. Company will pay Influencer the amounts set forth in the ICA (“Fees”), in accordance with the terms of the Agreement. Neither Company nor Client will be liable to Influencer for any other amounts, including travel, expenses, costs, agent fees, commissions, residuals, benefits, taxes, etc. The Influencer must accept payment through the process established by Company (e.g., Bill.com).
2. Delayed Delivery. Influencer acknowledges and agrees that time is of the essence in the performance of the ICA and that Fees are based on completion of Services on or prior to the applicable Due Date set forth in the ICA. 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 by the Company, 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 Campaign Content is provided or tasks associated with the Due Date are completed.
3. Set-Off. Company may set-off any payments due to Influencer against amounts owed to Company or Client.
4. Client Payment; Performance. 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 ICA obligations (including with respect to metrics and reporting) are completed in a timely manner to Company’s reasonable satisfaction.
5. Delays in Invoicing. Any failure by Influencer to claim or request payment within 90 days of the date Influencer fulfills their obligations in the ICA, whether as a result of Influencer’s failure to maintain and/or update their Influencer payment information or any other reason, shall result in Influencer forfeiting any and all right, title and interest to any payment due under the applicable ICA.
6. Incorrect Payment Information. If an Influencer provides incorrect payment information and the Influencer Fees are deposited incorrectly due to an Influencer’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 Influencer forfeits any and all right, title and interest to any payment due under the applicable ICA.
7. 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: (a) Influencer has the right and authority to enter into the Agreement and does not and will not have any conflicts that prevent the Influencer from performing the Services; (b) 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; (c) without limiting Section 3 of these Terms, the Campaign Content provided by Influencer will be original, will not violate or infringe any Intellectual Property Rights or other rights of a third party, and will not be libelous or defamatory to third parties or brands; (d) Company’s use of the Campaign Content does not and will not infringe or violate or infringe third party rights or require any additional licenses, permissions or clearances from a third party; and (e) Influencer is not a member of SAG/AFTRA or any other union or guild.
Indemnification.
1. Obligations. Each party (as “Indemnitor”) will defend the other (the “Indemnitee”) from all third-party allegations, claims and actions arising out of or relating to: (a) any allegation that if proven true would constitute a breach of the Indemnitor’s representations, warranties, or obligations in these Terms or the ICA; (b) any negligence or willful misconduct; and (c) in the case of Influencer as Indemnitor, any employment claims or any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment, disability insurance or similar items in connection with compensation received by Influencer pursuant to the Agreement (a “Claim”). The Indemnitor will pay any losses, liabilities, costs or debts, and expenses (including but not limited to reasonable attorney’s fees) arising out of or related to the Claim and all amounts that the Indemnitee agrees to pay to any third party to settle the 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.
2. Procedures. The Indemnitee will: (a) give the Indemnitor prompt written notice of the Claim; (b) subject to the Indemnitor promptly obtaining qualified counsel to defend the Claim, grant the Indemnitor control over the defense of the Claim; and (c) reasonably cooperate, at the Indemnitor’s expense, in connection with the Claim. Notwithstanding the previous sentence, the Indemnitee may participate in the defense of a 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 (a) 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 (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 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 ICA, Company Materials are provided “AS-IS” and without any representations or warranties of any kind, and Company hereby expressly disclaims all implied warranties.
Confidentiality. All information disclosed by or on behalf of Company or Client to Influencer or learned by Influencer in connection with the Services or Campaign 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: (a) will not disclose Confidential Information; (b) will not use Confidential Information for any purpose other than performing its obligations under the ICA; and (c) will use reasonable efforts to protect Confidential Information from unauthorized use or disclosure. Influencer’s obligations in this Section will continue to be in effect for a period of five years after the expiration or termination of the ICA. 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.
Governing Law. The Agreement is governed by New York law.
Arbitration. 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.
Remedies. Influencer’s sole remedy for breach of the Agreement will be to seek monetary damages and in no event will Influencer have the right to seek to restrain or enjoin Company or Client. A breach of the 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 an independent contractor. The 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 ICA is invalid, illegal, or unenforceable, such provision shall be reformed to the extent necessary to render it enforceable, or if incapable of such revision, shall be deleted, and 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 ICA. These Terms together with the ICA constitute the entire agreement and supersede any prior agreement of the parties relating to its subject matter. Performance by the Influencer is essential, and the Influencer may not assign or delegate any rights or obligations under this Agreement. If an agent executes the ICA on behalf of Influencer, the agent represents and warrants to Company and Client that the agent is appointed as attorney-in-fact and has the authority to act on behalf of and bind the Influencer to the terms of the Agreement, and guarantees the Influencer’s performance. Client is a third-party beneficiary of the Agreement.