Influencer Services Agreement
Section 1. Trend Services and Platform
Agreement. This Influencer Services Agreement (the “Agreement”) is between Yeuma Inc (dba “Trend”), a Delaware corporation with offices at 701 Brazos St., Ste. 532, Austin, TX 78701, on behalf of itself and its subsidiaries and the Influencer identified on behalf of itself and its subsidiaries and the Influencer identified. This agreement is effective as of date accepted.
Trend Platform. Trend offers Influencers a proprietary marketing platform to be paid to create content (“Influencer Content”) related to products or services (the “Third Party Products”) not developed by Trend (the “Customer”) subject to Customer’s agreement with any applicable terms and conditions for those Third Party Products, and becoming a registered member of the Trend Community at www.trend.io (the “Trend Platform”).
Influencer Responsibilities. Influencers using the Trend Platform agree to:
Influencers must follow Customer Campaign guidelines described on the Trend Platform
Influencer Content must be posted to permanent feed (unless otherwise specified) and remain visible for at least twenty one (21) days (any deletion of Influencer Content prior to twenty one days will be basis for exclusion from the Trend Platform)
Each Influencer Content submission must be unique to each Customer Campaign. For example, one image may not be submitted for multiple Customer Campaigns
Influencers must post Influencer Content within 7 days of receiving Customer products or services
Influencers must abide by applicable laws or standards, such as the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising (See ftc.gov for current regulations)
Influencers can not engage in any misleading or untruthful activities related to follower count or engagement through the use of bots, automated software, etc. (such as acquiring or using a service to gain fake followers), and
Influencers can not work with Trend Customers outside of the Trend Platform during the Agreement or for a period of 12 months afterwards.
To be clear, Influencer will not be paid for Influencer Content posted after the Customer campaign expiration date per the guidelines of each campaign.
Influencer-Customer Relationship Exclusive to the Trend Platform. Influencer agrees to not work with any Customers (includes any brands, companies, or individuals) of Trend outside the Trend Platform. Trend will be entitled to all Fees (defined below) related to Influencers working with Customers outside the Trend Platform during the Term (as defined below) and for a period of 12 months following termination of this Agreement.
Section 2. Influencer Fees and Payments
Influencer Fee (or Influencer Content Fee): The Influencer Content fees (“Fees”) are offered as part of each approved completed campaign. Trend reserves the right to change the Fees or applicable charges and to institute new charges and fees for each campaign. Each campaign is subject to acceptance by Influencer of the Fees described therein. Trend pays Fees automatically once Influencer Content is approved by the Customer.
Payments. Payment is completed directly by Trend to the Influencer upon Influencer Content approval by the brand. To be paid, Influencer must provide the correct paypal address. Trend will not be responsible for re-issuing payments if Influencer does not supply the correct PayPal email address. The amount the Influencer is paid is specified in the guidelines for each individual campaign they apply to. Fees to Influencers are automatically paid directly from Trend via PayPal as soon as each post is approved by the Customer. If the payment of additional fees (per the terms of this Agreement) is required, Influencer will pre-approve such fees with Trend prior to billing additional fees. Influencer must notify Trend within 30 days if payment is not received. If Influencer believes that Trend has paid Influencer incorrectly, Influencer must contact Trend no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Trend’s customer support department by email at email@example.com.
Section 3. Influencer Content and Permitted Uses
Influencer Content. Trend owns all right, title, and interest, including all intellectual property rights, in and to the Influencer Content posted on the Trend Platform irrevocably, perpetually and without any limitation or restriction whatsoever. Trend grants to both Customer and Influencer a non-exclusive, revocable, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Influencer Content and perform all acts with respect to the Influencer Content as may be necessary to promote Customer’s Third Party Products (the “Redistributed Content”) provided that for any Redistributed Content, Influencer is responsible for confirming Influencer Content complies with applicable laws, and a non-exclusive, revocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Influencer Content incorporated within Aggregated Statistics. Should Trend revoke the license to Influencer Content described herein, any further use of Influencer Content will be an infringement of intellectual property, and Trend reserves all legal rights and remedies related to such infringement and Influencer Content.
Aggregated Statistics. Notwithstanding anything to the contrary, Influencer and Customer shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies including, without limitation, information concerning Influencer Content and data derived therefrom, and Influencer and Customer will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its businesses (the “Aggregated Statistics”).
Attribution. Credit or attribution by the Influencer is always necessary to the source of an image (e.g., Getty Images). Credit should be used for thumbnail images where space allows. Similarly, attribution should be provided for other media according to its accompanying license terms.
References and Feedback. During and after the Term, Trend may include Influencer’s name, Influencer’s Instagram username and profile, logo, Influencer Content and success stories in Trend’s website, press releases, promotional and sales literature, and lists of customers. If Influencer provides feedback, Influencer grants to Trend a worldwide, perpetual, irrevocable, sub-licensable, royalty-free, transferable license to use the Feedback in the Service and any intellectual property Trend develops. “Feedback” means recommendations, suggestions, enhancement requests or other feedback or any ideas, technology, developments, derivative works or other intellectual property related to the Service or any services or products provided by Trend.
Reservation of Rights. Trend and its licensors reserve all right, title and interest in and to the Service, including all related intellectual property rights, subject to the limited rights expressly granted in this Agreement. No other rights are granted to Influencer by this Agreement.
Section 4. Initial Term and Renewal
Initial Service Term: Services are on-demand and subject to acceptance by Influencer, with Service terms described herein beginning on the date of acceptance and continuing on a rolling thirty (30) days basis that shall be automatically renewed for additional periods of the same thirty (30) day duration (collectively, the “Term”), unless either party requests termination upon fifteen (15) days prior notice. Trend reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the Term, upon fifteen (15) days prior notice to Customer (which may be sent by email to firstname.lastname@example.org). In addition to any other remedies it may have, either party may also terminate this Agreement immediately upon written notice (or without notice in the case of nonpayment), if the other party breaches any of the terms or conditions of this Agreement. Trend will pay in full for the Services up to and including the last day on which the Services are provided. Following termination, Influencer Content will not be available to Influencer for electronic retrieval, and thereafter Trend may, but is not obligated to, delete stored Influencer Content. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Section 5. Liabilities and Warranties
Limitations of Liability. Notwithstanding anything to the contrary, Trend and its officers, representatives, contractors, and employees shall not be responsible or liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other theory for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Trend to Influencer for the Services under this agreement in the 3 months prior to the act that gave rise to the liability, in each case, whether or not either party has been advised of the possibility of such damages.
Disclaimer of Warranties. Trend does not make any representations that the functions performed by the Service will meet all of Influencer’s requirements, that the operation of the Service will be uninterrupted or error free, that all defects in the Service will be corrected, or that the Service will be available in all languages or all countries. The Service is provided “as is” except as expressly provided herein, Trend makes no warranties of any kind.
Confidentiality. The Influencer may learn details of Trend’s or a Customer’s campaign strategies, tactics, metrics, growth and other confidential business factors all of which are confidential information (the “Brand’s Confidential Information”), and not permitted to be disclosed outside of the Services.
Indemnity. The Influencer agrees to indemnify Trend and Customer for any losses or damages incurred by Trend or Customer resulting from (i) Influencer Content submitted by Influencer on the Trend Platform, including from infringement or violation of the third-party rights of others or violations of applicable laws or standards, such as the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising; and (ii) unauthorized disclosures of the Brand’s Confidential Information.
Section 6. Miscellaneous