INFLUENCER LTD: CONTENT CREATOR TERMS AND CONDITIONS

Influencer Framework Terms
A. INFLUENCER LIMITED (company number 9589798) with registered office is at Soho Works, 72-74 Dean Street, London, England, W1D 3SG (“IFL” “us” “our”) is an influencer marketing company that engages brands and content creators in connection with influencer marketing campaigns and related services. 

B. You (
“you”) wish to register to IFL’s proprietary influencer Platform in order to participate in campaigns procured by IFL or, in the case of a manager and/or an agency (where applicable), so that your Represented Talent can participate in such campaigns. 

C. By ticking “Accept” where indicated, registering an account on the Platform or by using the Platform, you and/or Represented Talent (as applicable) understand and agree that you shall be bound by these Framework Terms.

D. Please read these Framework Terms carefully as they contain important information about your and/or Represented Talent’s (as applicable) rights and responsibilities when using the Platform.
1. MEANINGS
1.1 The defined terms in these terms and conditions shall have the following meanings:

Agreement: means the binding agreement between IFL and you and/or Represented Talent (as applicable) which is made up of these Framework Terms together with each applicable Work Order as agreed between the parties from time to time. For clarity, each agreed Work Order shall form a separate Agreement incorporating these Framework Terms.

Brand: means the brand that IFL has procured to work with you and/or Represented Talent (as applicable) in relation to an influencer marketing Campaign as detailed in a Work Order.

Change(s): means any changes required by IFL and/or Brand in connection with a Deliverable (or Deliverables) provided by you and/or Represented Talent (as applicable) further to a Work Order in accordance with clause 7.4.  

Campaign(s): means the influencer marketing campaign (or campaigns) involving a Brand and you and/or Represented Talent (as applicable) as detailed in each Work Order.

Campaign Term: means the duration of the applicable Campaign as detailed in each Work Order.

Confidential Information: means confidential and proprietary information and trade secrets, including without limitation, software and hardware designs and specifications, equipment, software (including not by way of limitation source and binary code), plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual property and information relating to customers, marketing plans and future products, business data, internal organizational structure, methods of operations, business processes, forecasts, and financial information and such other information disclosed pursuant to conditions of confidentiality, whether disclosed prior to, upon or after execution of this Agreement.

Deliverables: means the proceeds of your and/or Represented Talent's Services (as applicable) as required in connection with each Campaign and as detailed in each Work Order.

Fees: means the applicable compensation in connection with a Campaign as set out in a Work Order and payable in accordance with clause 7.

Framework Terms: means these terms and conditions.

IFL Materials: means any materials or information owned by or licensed to IFL and/or Brand that are provided to you and/or Represented Talent (as applicable), or any of your and/or their respective associates, in connection with this Agreement.

Intellectual Property Rights: means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

Media: any website, social media platform or place where Deliverables are posted and/or displayed including but not limited to those specific sites detailed in each Work Order.

Platform: means IFL’s proprietary technology which enables registered content creators to engage in commercial opportunities with Brands, namely execute Campaigns and facilitate Deliverable submissions, approval and performance.

Represented Talent: means those content creators whom you represent and are authorised to act for and on behalf of in connection with procuring commercial opportunities, namely in connection with the Campaign(s), and whom you wish to register to the Platform. 

Services: means the services that you and/or Represented Talent (as applicable) are required to provide in connection with a Campaign (including but not limited to the provision of the Deliverables) as detailed in each Work Order. Term: means the duration of Agreement between IFL and you and/or Represented Talent (as applicable) as detailed in clause 3.1.

Term: means the duration of Agreement between IFL and you and/or Represented Talent (as applicable) as detailed in clause 3.1.

Territory: means the territory applicable to each Agreement as detailed in a Work Order. 

Work Order: means the statement of work accessed and agreed between the parties from time to time through the Platform which shall include (without limitation): (i) the scope and details of each Campaign(s); (ii) the required Services in relation to each Campaign(s); (iii) the commercial terms of the Agreement as relevant to each Campaign(s), including but not limited to details such as Fees, Deliverables, usage rights and related usage periods, exclusivity, relevant media channels and Campaign Term(s).
2. OUR AGREEMENT
2.1. The Parties have agreed to work together on these Framework Terms. 

2.2. From time to time, the parties may agree a Work Order through the Platform.  

2.3. Each Work Order shall be accessible and agreed through our Platform and shall integrate these Framework Terms. These Framework Terms shall also apply to any provision of services by IFL to you.
3. DURATION OF OUR AGREEMENT 
3.1. The Term of our Agreement shall begin on the date set out in a Work Order and shall continue, subject to clause 3.2, unless terminated in accordance with clause 12.  

3.2. Unless this Agreement is terminated in accordance with clause 12, this Agreement shall expire at the end of a Campaign Term as set out in a Work Order. If this Agreement is due to expire or terminate during a Campaign Term, the Term of this Agreement shall automatically be extended until the end of such Campaign Term. For further clarity, you may not end this Agreement whilst a Campaign Term is still live unless clause 12 applies.
4. SERVICES
4.1. In consideration of your Services and/or Represented Talent's Services (as applicable), IFL shall pay you the Fees as set out in a Work Order in accordance with clause 7 to an account chosen by you. 

4.2. During the Campaign Term, you agree to provide the Services described in a Work Order or, where applicable, you agree to procure that Represented Talent provides the Services as described in a Work Order with all reasonable and due care and skill and subject to the terms of the Agreement.
5. WHAT YOU ARE REQUIRED TO DO
5.1 You and/or Represented Talent (as applicable) agree to co-operate with and act in good faith towards IFL and, where necessary, provide such materials including those Deliverables listed in the Work Order as IFL require to incorporate into the Services or IFL requires to carry out its obligations.

5.2 You and/or Represented Talent (as applicable) agree to keep the applicable page and/or profile on which the Deliverables are posted on the relevant Media accessible to the public (i.e. not private) for the duration of the Campaign Term as set out in the Work Order.

5.3 You and/or Represented Talent (as applicable) understand and agree that the Deliverables are subject to the Brand’s final approval in connection with each relevant Campaign, such approval not to be unreasonably withheld. You understand and agree or, where applicable, procure that Represented Talent understands and agrees, to make any Change(s) or amendments to the Deliverables in order to rectify any inaccuracies before posting the same on the applicable Media set out in the Work Order and in accordance with clause 7.4.  

5.4 The Deliverables shall disclose the sponsored nature of the relationship between you and/or Represented Talent (as applicable) and the Brand in respect of the Services by disclosing the Deliverables '#ad' or ‘AD’ as appropriate. 

5.5 You and/or Represented Talent (as applicable) will need to register to the Platform in order to submit all Deliverables in accordance with a Work Order so that both IFL and Brand can record their approval(s) of the Deliverables.

5.6 Where required, you and/or Represented Talent (as applicable) agree to link the relevant user account with a valid Facebook, Instagram, YouTube, Twitter or such other social media account as applicable (such service, a
“Third-Party Service” and each such account, a “Third-Party Account”) by allowing IFL to access your and/or Represented Talent’s (as applicable) Third-Party Account, as is permitted under the applicable terms and conditions that govern the use of each Third-Party Account, so that IFL can track performance of Deliverables in relation to any given Campaign.
6. WHAT EACH PARTY PROMISES IN RELATION TO THE AGREEMENT
6.1. You and/or Represented Talent (as applicable) warrant and represent that: 

6.1.1. you are able to provide the Services and have the legal capacity to enter into this Agreement and that by doing so you will not be in breach of any obligation to or right of a third party; 

6.1.2. you have the necessary skills and knowledge to carry out the Services under this Agreement; 

6.1.3. you are solely responsible for all income tax and national insurance contributions or social security due in respect of provision of the Services under this Agreement;

6.1.4. the Services shall be provided in accordance with the Work Order (and as otherwise set out herein) and such Services shall be provided with all due care, skill and ability; 

6.1.5. the manner in which the Deliverables are used on the Media will not have any adverse effect on IFL and/or the Brand; 

6.1.6 as of the effective date of this Agreement, there are no reasons, acts or omissions that you and/or Represented Talent (as applicable) have undertaken which brings, or is likely to bring, IFL and/or Brand (at IFL and/or Brands sole reasonable discretion) into disrepute, scandal or embarrassment, including without limitation any connection with any criminal activity;

6.1.7 the Deliverables will not, when used in accordance with this Agreement, infringe the intellectual property rights or other rights of any third party and will comply with all applicable laws and regulations;

6.1.8. where required and on IFL’s request, you and/or Represented Talent (as applicable) shall provide IFL with full details of the performance of the Deliverables including but not limited to viewer engagements, likes, impressions and views; 

6.1.9. unless prevented by ill health or accident, you and/or Represented Talent (as applicable) shall devote such time as is necessary to the carrying out of the Services as may be necessary for their proper performance;

6.1.10. should any third parties be hired by you and/or Represented Talent (as applicable) in connection with the Services, such third parties will be subject to the prior written approval of IFL and/or Brand, such approval not to be unreasonably withheld or delayed; 

6.1.11. you and/or Represented Talent (as applicable) shall obtain such licences, waivers or consents in respect of existing materials (excluding IFL Materials) incorporated into the Deliverables as shall be necessary in order that IFL and/or Brand can use the Deliverables for the purposes set out in this Agreement;

6.1.12. you will advise IFL, as soon as reasonably practicable, in the event that you and/or Represented Talent (as applicable) are unable to provide the Services due to illness, injury or other emergency.

6.2. IFL warrants and undertakes that it shall be responsible for the management of and communication with the Brand and that it shall provide you and/or Represented Talent (as applicable) with the Brand’s creative briefs in relation to the applicable Campaign and in connection with the Services.  
7. FEES; CHANGE CONTROL 
7.1. IFL shall pay you 90% of the Fees set out in each Work Order (plus VAT if applicable) within sixty (60) days completion of the Services and subject to:(i) payment from the Brand for services rendered in connection with the relevant Campaign; and (ii) the receipt of a valid invoice, or otherwise in accordance with the payment terms set out in the relevant Work Order.

7.2. You and/or Represented Talent (as applicable) shall be responsible for making all deductions from payments and Fees received in relation to this Agreement and performing all acts and making all payments necessary under any relevant tax legislation. For the avoidance of doubt, IFL shall not make such deductions from the Fees.

7.3. IFL may deduct amounts from the Fees in the event that:

7.3.1. you and/or Represented Talent (as applicable) fail to properly and/or on time provide IFL the Deliverables and/or comply with any reasonable instructions set out in a Work Order as reasonably required for the timely supply of the Services (provided always that such failure to provide the Deliverables is not the direct result of IFL and/or Brand’s material failure to comply with its obligations toward you and/or Represented Talent (as applicable));

7.3.2. there are unforeseen changes to the cost of Services and/or other circumstances outside of IFL’s reasonable control, for example where a Brand has decided to cancel or otherwise not proceed with a Campaign or part thereof except that, in this case, IFL shall use all reasonable efforts to ensure that the Brand pays you and/or Represented Talent (as applicable) a pro rata portion of the Fees for any Services provided up until the date of termination/ cancellation provided always that such termination/cancellation is not due to your and/or Represented Talent’s (as applicable) material breach of obligations under this Agreement;

7.3.3. the parties agree to any variations to the Services in writing. 

7.4. In the event that a Brand requires any Change(s) or alteration to the Services and/or the Deliverables, IFL shall, prior to such change being effective or implemented, discuss and agree with you and/or Represented Talent (as applicable). You and/ or Represented Talent acknowledge that Brand shall have the right to request a minimum of three rounds of Change(s), provided always that such Changes are reasonably required to bring the Deliverables / Services into scope of the Brand’s creative brief as applicable to the relevant Campaign. Unless otherwise agreed in writing between the parties, any and all Changes shall be inclusive of the Fees payable hereunder. IFL and/or Brand shall not be required to pay any additional fees for any Changes as may be reasonably required from time to time. 
8. UNAVAILABILITY OF CONTENT CREATORS
In the event that you and/or Represented Talent (as applicable), are unavailable or unwilling to provide the Services, you agree to inform IFL immediately and will work with IFL in good faith to find a suitable solution in order to provide the Services. In the case of a manager and/or an agency, you agree to replace Represented Talent with a suitable alternative with IFL’s prior written approval. In the event that the parties cannot agree a suitable alternative, IFL may terminate this Agreement subject to paying you and/or Represented Talent (as applicable) a pro rata portion of the Fees for Services provided but not yet paid for and/or any prior agreed expenses incurred up to that date.
9. NON-DEALING
In order to protect the legitimate business interests of IFL, you represent or, as applicable, you procure that Represented Talent represents, with IFL that you and/or Represented Talent shall not for the Term and a period of 12 months after the Term directly deal with a Brand for which you and/or Represented Talent (as applicable) have provided Services to in connection with this Agreement without IFL’s prior written approval.
10. CONFIDENTIALITY
10.1. The Parties may disclose to each other and their designated agents and/or advisors Confidential Information as may be required for the performance of the Services and execution of a Campaign.  

10.2. Each party undertakes that it will keep secret and confidential the terms of this Agreement and any Confidential Information supplied by either party in connection with this Agreement or in connection with the business of the other and in connection with the Services and Campaign and shall only disclose such information or part thereof (except to its own employees and advisers and then only on a need to know basis) with the other party’s prior written consent
PROVIDED THAT this clause shall not extend to information which was and can be shown to be rightfully in the possession of the receiving party prior to the commencement of the negotiations leading to this Agreement or which is in the public domain (other than as a result of a breach of this clause).
11 INTELLECTUAL PROPERTY
11.1 Subject to the remainder of this clause 11 and unless otherwise agreed in a Work Order, you and/or Represented Talent (as applicable) will retain all Intellectual Property Rights in the content created in the provision of the Services, excluding any Intellectual Property Rights in IFL Materials provided by IFL and/or the Brand which shall remain the property of IFL and/or the Brand (as applicable). 

11.2. You and/or Represented Talent (as applicable) agree that the Deliverables must be kept on the relevant Media in the Territory and for the duration of the Campaign Term and any time periods specifically set out in the relevant Work Order which shall, unless otherwise stated in a Work Order, be a minimum of 12 months from the date of posting the relevant Deliverable on the Media (subject always to the terms and conditions of the relevant Media platform).

11.3. If a Work Order indicates that IFL and/or Brand may use the Deliverables on its own channels, it is the intention of the parties that IFL and/or Brand hold a licence to use and exploit such Deliverables in accordance with the terms set out in the Work Order. You and/or Represented Talent (as applicable) shall grant to IFL and/or Brand an irrevocable royalty-free licence to use and exploit the Deliverables for the purpose described in the Work Order in the Territory and on the applicable Media set out in the Work Order.

11.4. Notwithstanding the expiry of any licence granted further to clause 11.3 above, you and/or Represented Talent (as applicable) agree that IFL and/or Brand may continue to use the Deliverables and/or the proceeds of your Services in perpetuity and on a royalty free basis strictly for non-commercial purposes, including but not limited to intra-company, research, award, press, publicity, file and/or reference purposes.

11.5. Where applicable, you and/or Represented Talent acknowledge and agree that in order to promote you and/or Represented Talent (as applicable) to our commercial network of Brands and to maximise commercial opportunities available to you and/or Represented Talent as part of IFL's content creator community, we may use, in any and all media now known or hereafter devised, your and/or Represented Talent’s approved name, picture, image, likeness, social media handle(s), avatar (s), signature, voice, and biographical information, as incorporated into the Deliverables and/or other social media content, in their original or modified form, provided always that such use is for non-commercial purposes and credits you and/or Represented Talent (as applicable), in accordance with the terms of this Agreement.

11.6. You and/or Represented Talent (as applicable) expressly acknowledge that it is forbidden to use the Deliverables in connection with any racist, defamatory or obscene material (including, without limitation, pornographic material) or other legally restricted material.

11.7. IFL grants you and/or Represented Talent (as applicable) a non-exclusive royalty free licence to use the IFL Materials for all purposes relating to this Agreement and warrants that it is fully entitled to grant you and/or Represented Talent (as applicable) these rights and that the IFL Materials are free of racist, defamatory, obscene and other legally restricted material. 
12. TERMINATION
12.1. Either party shall be entitled to terminate this Agreement upon the other party’s material breach (including without limitation non-payment of any sum due) unless the breaching party remedies such breach within fourteen (14) days of its occurrence.

12.2. Neither party will be liable in any amount for failure to perform any obligation hereunder if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation, internet outages, pandemic, communications outages, fire, flood, war or act of God. In such circumstances the affected party shall be entitled to a reasonable extension of time for performing such obligations. If the period of delay or non-performance continues for a period of more than one (1) month, the party not affected may terminate the Term of this agreement by giving fourteen (14) days’ written notice to the affected party.

12.3. You and/or Represented Talent (as applicable) may not cancel its order of the Services or otherwise terminate this Agreement (save for a proven material breach by IFL of a fundamental term of this Agreement) at any time. 

12.4. Upon expiry and/or termination of this Agreement:

12.4.1. you and/or Represented Talent (as applicable) agree to return to IFL any Confidential Information and/or IFL Materials in your possession;

12.4.2. any term of this Agreement which is intended to survive the Term shall continue to apply on or after such expiry or ending of the Agreement, including without limitation clauses 1, 6,7,9,10,11,12,13,14 and 15.  
13. LIABILITY
13.1. Subject to Clause 13.2 below, IFL’s liability to you and/or Represented Talent (as applicable) for any loss or damage direct or otherwise and howsoever caused whether in tort (including negligence), contract or otherwise shall not exceed the Fees invoiced by you and/or Represented Talent (as applicable) to IFL for the Services under the Work Order to which such liability relates.

13.2. Neither party shall be liable to the other party for any indirect or consequential loss or damage
SAVE THAT nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent the same may not be excluded or limited as a matter of law.

13.3. When instructions or advice are given or received orally by IFL, it shall have no liability to you and/or Represented Talent (as applicable) for any misunderstanding or representation which may arise in relation thereto except in relation to fraudulent misrepresentations.
14. INDEMNITY
You and/or Represented Talent (as applicable) undertake to IFL to indemnify and hold harmless IFL and/or Brand in full and defend at its own expense IFL and/or Brand against all costs, damages and losses incurred by it arising out of its use of the Deliverables or breach of clause 6.1.1 to 6.1.12 (inclusive).
15. GENERAL
15.1. The Parties understand that IFL is an independent contractor with respect to you and/or Represented Talent (as applicable), and this Agreement creates no agency, partnership or joint venture relationship between the Parties.  Neither party shall have express or implied authority to act on behalf of or make any representations whatsoever on behalf of the other.  You understand that IFL has other clients and that IFL may offer similar services to other clients.

15.2. Except as specifically set forth herein, this Agreement may be amended or terminated only by a written instrument executed by an authorized officer of IFL and you.

15.3. If at any time any part of this Agreement is or becomes unenforceable, such part will be construed as far as possible to reflect the Parties’ intentions and the remainder of the provisions will remain in full force and effect.

15.4. No person who is not a party to this Agreement shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.5. You and/or Represented Talent (as applicable) shall not assign the benefit or burden of this Agreement without the prior written consent of IFL.

15.6. During the Term of this Agreement and for the twelve (12) month period following its termination, neither party shall directly or indirectly solicit, offer employment, employ or retain as a consultant any employee or former employee of the other party who has participated directly in the Services without the prior written consent of the other party.

15.7. This Agreement shall be governed and construed in all respects in accordance with the laws of England and Wales and the Parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.