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Influencer Terms and Conditions
The following terms and conditions (the “Agreement”) govern your (the “Influencer”) provision of Services (as defined below) to Dote, Inc. (“Dote”). BY REGISTERING VIA THE DOTE PLATFORM OR OTHERWISE TO BECOME AN INFLUENCER FOR DOTE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN TO THE EXCLUSION OF ALL OTHER TERMS. Dote reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is Influencer’s responsibility to check this Agreement periodically for changes. Influencer’s continued performance of the Services following the posting of any changes to this Agreement constitutes acceptance of those changes. Changes will apply on a going-forward basis only – and will not apply to any Services already performed by Influencer.
- Definitions. Capitalized terms used herein and not otherwise defined shall have the following meanings:
- “Content” means the audio, video, text, copy, images, animations, illustrations, information, data (including any metadata) and content commissioned under the applicable Onboarding Page.
- “Content IP” includes, without limitation, all patent rights, copyright rights, trademark rights, trade secret rights, moral rights, publicity rights, privacy rights and any other intellectual property rights or similar rights anywhere in the world covering or embodied in or relating to any Content or any modification, use, production or dissemination or other activity or exploitation relating to any Content.
- “Derivatives” of any subject matter include, without limitation, all derivatives, enhancements, extensions, improvements, modifications, new products and the like, that to any extent incorporate or are based on or related to any portion of that subject matter.
- Services and Compensation.
- General. During the Term, Influencer shall perform the services set forth at the Onboarding Page or otherwise to be agreed upon by the parties in writing (“Services”). The Onboarding Page shall set forth the terms for performing the specific Services, including the Content commissioned thereunder, deadlines, compensation, and any other terms applicable to full performance of the services required thereunder. The Onboarding Page shall incorporate the terms of this Agreement as if fully set forth therein. In the event of a conflict between the terms of this Agreement and any other signed order forms, the terms of this Agreement shall prevail.
- Compensation. Dote shall pay Influencer the Compensation as set forth on the Onboarding Page on a monthly basis. Dote will have no responsibility for providing compensation to Influencer unless and until Dote receives full payment (if any) from the applicable customer who made the purchases qualified for the Compensation as recorded by Dote. Except as otherwise set forth herein, the Compensation shall represent full and complete payment for the services provided by Influencer and for the rights granted to Dote.
- Taxes. The Compensation payable to Influencer is inclusive of, and Influencer shall be solely responsible for, all tax obligations due to all taxing authorities arising from or in connection with amounts paid to Influencer hereunder, including, without limitation, federal, state, and local withholding taxes, FICA, FUTA, Social Security, Medicare, SUI and other such taxes and deductions ("Taxes") with respect to any earnings or payments made hereunder whether or not Dote legally is required to deduct said Taxes from the payments due to Influencer hereunder. Influencer understands and agrees that Dote may withhold any applicable Taxes from any payments due to Influencer. Influencer agrees to provide to Dote any required tax forms, including without limitation, Internal Revenue Service Form W-9 or W-8BEN
- Additional Rights and Restrictions.
- Influencer Biography and Likeness. If requested by Dote, Influencer shall provide a photograph, detailed biography and any additional relevant information with respect to Influencer or the Content. Influencer hereby grants to Dote a right and license to use and disseminate Influencer’s name, signature, trademarks and other designations, as well as Influencer’s photograph, likeness, and biographical information, for promotional and other purposes in connection with any of the foregoing, in Dote’s sole discretion.
- Ownership. Influencer hereby grants to Dote a worldwide, sole and exclusive, assignable, sub-licensable, royalty-free, fully paid-up, perpetual, irrevocable license (but no obligation) to publish, make, display, perform, use, reproduce, distribute, offer, sell, import, export, transmit, provide user access to, and otherwise commercialize and fully exploit, in any and every manner and medium now or hereafter known, the Content and any Content IP. Influencer retains title to, and is entirely responsible for, all Content provided under this Agreement and Influencer shall comply with any requirements imposed by third parties on the use of Content, including payment of any money owed to those third parties (such as royalties).
- Rights Granted to Dote. Influencer acknowledges and agrees that the rights and licenses granted herein include all rights in and to the Content including, without limitation, the right of Dote and its partners and representatives to edit, clip, crop, resize, retouch, alter, adapt, modify, create Derivatives, distribute, make available online, in whole or in part, and to allow others to engage in any of the foregoing activities, in any medium now known or hereafter invented. Without limiting the foregoing, Influencer acknowledges and agrees that the Content may be posted to the internet, or other means of distribution, and Dote may in its discretion allow third parties to download and engage in the activities permitted herein without further compensation to Influencer, even if Dote or third parties receive remuneration therefor.
- Derivative Works. Influencer acknowledges and agrees that Dote shall own all, and Influencer shall have no rights to any, right, title and interest in and to any Derivatives of the Content created by, for or on behalf of Dote.
- No Obligation. Notwithstanding anything to the contrary contained herein, nothing herein requires Dote to use any Content and/or otherwise exploit any and/or all of the rights granted hereunder.
- Influencer Responsibilities. Influencer shall be responsible for the accuracy and truth of all information contained in the Content. Influencer further agrees to fully cooperate with Dote in answering any questions Dote might have concerning the Content. If Influencer submits photographs or artwork created by third parties with the Content, Influencer shall have procured written, signed releases from the photographer and/or artist at the time of submission and, where necessary, anyone who is portrayed or whose likeness appears in such photograph or artwork. Influencer shall comply with all federal, state and local laws, rules and regulations, including those concerning paid product endorsements, including, but not limited to, Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 55 (the “FTC Endorsement Guides”). Influencer shall ensure that the Content contains the necessary disclosures regarding the sponsored nature of the content and the endorsement relationship between Influencer and Dote, sufficient to comply with the FTC Endorsement Guides. Without limiting the foregoing, Influencer shall perform the duties set forth in Exhibit A hereof.
- Further Assurances. Influencer shall assist Dote, at Dote's expense, to further evidence, record and defend any rights or licenses granted hereunder.
- Term & Termination.
- Term. This Agreement shall commence on the Effective Date and continue until and unless terminated pursuant to the terms hereof (the “Term”).
- Termination; Effects of Termination. Dote may terminate this Agreement for any reason at any time upon written notice to Influencer. Influencer may terminate this Agreement on thirty (30) days prior written notice for any reason or for no reason whatsoever, but shall complete any then-outstanding Services. The parties’ rights and obligations as set forth in Sections 3 – 10 of this Agreement, plus all continuing rights pursuant to the ownership/licensing arrangement will survive the termination of this Agreement.
- Representations and Warranties. Influencer represents, warrants and covenants to Dote that: (i) Influencer has all right, power and authority to enter into and properly perform under this Agreement; (ii) the Content shall be of the highest quality, and Influencer’s services shall be performed in a professional and work person like manner; (iii) the Content is original to Influencer and shall not be based on any material from a third party, unless otherwise set forth in an Onboarding Page; (iv) the Content shall not infringe upon the rights of any third party, including but not limited to trademark, copyright, trade secret, the rights of publicity and privacy and the right against libel or defamation; (v) the Content is and shall be delivered to Dote free and clear of any claims or encumbrances; (vi) Influencer shall not grant any third party the right to use or exploit the Content that violates the terms hereof; and (vii) the Content complies with all applicable federal, state and local laws, rules and regulations.
- Indemnification. Influencer shall indemnify, defend and hold harmless Dote and their respective officers, directors, members, employees, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys’ fees and costs, that arise out of: (i) any claim that the Content or the Content IP infringes upon or violates any third party’s intellectual property rights, or (ii) the breach of any representation or warranty or other provision of this Agreement by Influencer.
- Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL THEORY FOR: (I) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT OR (II) ANY AMOUNT IN EXCESS OF AMOUNTS PAID OR PAYABLE HEREUNDER DURING THE IMMEDIATELY PRECEDING THREE (3) MONTH PERIOD.
- Confidentiality. Influencer acknowledges that, in the course of the provision of services hereunder, Influencer may conceive, create, review or receive information considered by Dote to be confidential or proprietary, including without limitation information or material relating to drawings, designs, products, services, fees, budgets, contacts, business plans, marketing, intellectual property, ideas, analyses, and/or data (“Confidential Information”). During and after the Term, (i) Influencer shall maintain any and all Confidential Information in strict confidence, except if and to the extent such Confidential Information has been made publicly available through no fault of Influencer or must be disclosed by law, and (ii) Influencer shall not use any Confidential Information for the benefit of any person or entity other than Dote or its respective affiliates, and only then with Dote’s prior written consent, as applicable.
- Independent Contractor. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, employer, employee or agent of the other and shall not bind nor attempt to bind the other to any contract. Influencer is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers' Compensation Insurance. Influencer agrees to defend, indemnify and hold Dote harmless from any and all claims, damages, liabilities, losses, attorneys' fees and expenses on account of an alleged failure by Influencer to satisfy any such obligations or any other obligation (under this Agreement or otherwise). If Influencer is a corporation or other entity, it will ensure that its employees and agents are bound in writing to Influencer’s obligations under this Agreement.
- Miscellaneous. Any notices permitted or required under this Agreement shall be deemed sufficient if sent via email to firstname.lastname@example.org and email receipt is acknowledged by Dote. Dote shall communicate with Influencer via email address provided by Influencer. This Agreement and the rights, obligations and licenses herein, shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, successors and assigns. Influencer shall not assign this Agreement in whole or part without the prior written consent of Dote. This Agreement contains the entire understanding of the parties regarding its subject matter and supersedes all other agreements and understandings, whether oral or written. No changes or modifications or waivers are to be made to this Agreement unless evidenced in writing and signed for and on behalf of both parties. If any portion of this Agreement is held to be illegal or unenforceable, that portion shall be restated, eliminated or limited to the minimum extent necessary so that this Agreement shall reflect as nearly as possible the original intention of the parties and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and reasonable attorneys’ fees. This Agreement may be executed in one or more counterparts, each of which shall be an original, but taken together constituting one and the same instrument. Execution of a facsimile/electronic copy shall have the same force and effect as execution of an original, and a facsimile/electronic signature shall be deemed an original and valid signature.
- Influencer will clearly and conspicuously label the posts as “Ads” or “Sponsored,” or use some similar disclosure language sufficient to notify viewers about the endorsement relationship between Influencer and Dote/third party brand owners.
- Influencer will ensure that all Content provided hereunder reflects Influencer’s honest views and experience with the Products (and will provide appropriate testimonial affidavits if requested).
- Influencer will comply with reasonable instructions, suggestions, and recommendations that Dote or Dote’s agency may give Influencer in connection with the Services, provided, however, that Influencer shall have no obligation to comply with any suggestion or recommendation that will materially distort or misrepresent such Influencer’s honest views and experiences with the Products/Services.
- During the Term, Influencer will promptly notify Dote if Influencer’s opinion of the Product changes from that which Influencer previously expressed to Dote.
- Influencer will only use the Product as specified herein and to the extent applicable, as specified in the documentation or agreement applicable to that Product.
- If Influencer submits photographs or artwork created by third parties with the Content, Influencer shall have procured written, signed releases from the photographer and/or artist at the time of submission and, where necessary, anyone who is portrayed or whose likeness appears in such photograph or artwork.
- During the Term, Influencer shall not act or engage in any practice or conduct in any manner that would be reasonably foreseeable to be detrimental to the reputation of Dote or the Products.
- Influencer shall not make any false, misleading or disparaging remarks about Dote or any of its affiliated individuals or organizations or its products or services.
- Influencer shall comply with all laws, rules, and regulations applicable to his or her performance of the services hereunder, including those concerning paid product endorsements, including, but not limited to, Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 55.