Influencer Agreement

Croud Incorporated (“Croud”) Standard Terms and Conditions

Capitalized terms shall refer to terms in the Order Form into which these Standard Terms and Conditions are incorporated. The Order Form and Standard Terms and Conditions together form the Agreement (“Agreement”)

Appointment
1. Croud hereby appoints Creator on a non-exclusive, arm’s length basis to endorse and promote the Brand through the Social Media Channels during the Collaboration. Such appointment may be on behalf of a third party client, and the Creator agrees that any and all obligations owed to Croud under this Agreement shall also be owed to such third party client.
2. Creator shall perform all Services at their own expense, and Brand shall not be liable to Creator for any other costs other than the Fee.
Duration

This Agreement shall last until the Collaboration Services are completed and the final Content is posted at which time it shall automatically terminate except in relation to rights which are expressly or reasonably intended to survive. Any extensions must be confirmed by all parties in writing.

Content
1. Croud will brief the Creator and such of his/her personnel as may be reasonably required at a single briefing session, and Croud will send the Creator such other written materials to support the development of Content as it sees fit.
2. Either Croud shall deliver pre-approved Content to Creator, or Creator shall deliver Content for prior approval by the date/time stated in the Order Form by Croud before it is posted. Posting dates will be agreed following Content approval.
3. Prior approval of any Content is a condition of performance of this Agreement. Croud may terminate this Agreement with immediate effect if Creator posts any Content without express prior written approval from Croud.
4. The Services shall conform to the specifications, briefing documents and instructions of Croud (and where relevant the Brand).
5. Content may be rejected or required to be changed in whole or part by Croud acting in its sole discretion if any of said Content is unacceptable (for by way of example only, illegal or discriminatory references, inconsistency with Brand image or guidance). Croud has the right to request new Content to be made which meets the Brand requirements. A failure on the part of Croud to expressly reject Content shall not be deemed approval.
6. The Creator shall share all imagery and post analytics from each post to the Account Manager at Croud prior to submitting their invoice.
Creator's obligations

The Creator agrees to:

not make any claims as to the properties, functionality or other qualities of the Brand other than those expressly authorized by Croud;
promptly pass on to Croud any complaints the Creator receives about the Brand or any media or public questions or comments the Creator receives in relation to the Brand which require a response;
not make any derogatory statement relating to Croud, any of Croud's other Creators or staff, or the Brand (or its owner) in public, online (including on social media), to the press or elsewhere;
perform the Services solely in accordance with the rules of each relevant social media platform or channel, the CAP advertising code, the Competition and Markets Authority's guidance on social media endorsements and all other applicable guidance and regulations, as updated from time to time;
remove any and all posts over which it has control at such time as may be requested by Croud, but otherwise all Content shall remain on the social media channel where posted in perpetuity;
not knowingly do or say anything which in Croud's reasonable opinion would jeopardize the ability of the Creator to perform the Services or prejudice the goodwill or reputation of Croud or the Brand, and inform Croud promptly if any such thing occurs;
not provide any services to any third party to endorse, promote or advertise any product or service that directly competes with the Brand during the term of this Agreement, without the prior written consent of Croud, including without limitation those products and Services set out in the Order Form;
not during the term of this Agreement or at any time for a period of six months afterwards provide their services in endorsing any product or brand for any company which Croud reasonably considers to be competitive to the Brand.

immediately notify Croud If the Creator is prevented from providing the Services due to the Creator's injury or illness, and provide on request a full explanation, together with a doctor's certificate. At the same time as giving such written notification, the Creator shall present to Croud for its written approval the Creator's plan for remedy. In the absence of a doctor's certificate, the Creator shall be deemed able to perform the Services in accordance with this Agreement.

not during the term of this Agreement or at any time for a period of five years afterwards develop, manufacture, or cause to be developed or manufactured or distributed, any competitive product or brand to the Brand.

Creator's warranties and tax status

The Creator:

warrants and represents to Croud that they have the legal capacity and are free contractually to enter into and to perform this Agreement and have not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent their doing so;
hereby confirms that they are self-employed and solely liable for all tax or national insurance (or equivalent) due in respect of any payment (in cash or kind) they receive under this Agreement and shall indemnify Croud and keep Croud indemnified against any proceeding in respect of any non-payment by them in respect of any such tax.
hereby confirms that they are not subject to any prior or existing contractual or other obligation or commitment that prevents, restricts, limits or in any way affects its capacity to enter into this Agreement or to procure the provision by the Creator of the Services during the Term in the Territory and to grant the rights and consents granted in this Agreement
hereby confirms that all information provided to Croud by the Creator is true and accurate in all material respects, and Creator has not withheld any information which might affect Croud’s or the Brand's decision to contract with the Creator to provide the Services
warrants and represents that they will ensure the Services are provided to the best of the Creator's professional skill and ability, in a competent and professional manner (including preparing themselves for services days as necessary), in willing co-operation with others and in the manner reasonably required by Croud and the Brand.
hereby confirms that they are in good health, the Creator has declared any known pre-existing conditions to Croud in order for Croud or the Brand to effect any necessary insurance, and the Creator will, if requested to do so by Croud or the Brand, undergo a medical examination by an independent doctor.
hereby confirms that they do not hold a criminal record, have never been charged and/or convicted of a crime, are not currently on bail or probation and do not have any outstanding legal actions pending against them.

Intellectual Property Rights

Croud hereby grants a non-exclusive, royalty-free, revocable license and/or sub-license to Creator to use such intellectual property rights as relate to the Brand and belong to Croud and/or its third party client (including without limitation trade marks, copyright works, and any other proprietary content) for the sole purpose of developing and posting approved Content. Creator will not at any time own any such rights.
Creator shall identify to Croud where he or she has used third party content in any post so that an appropriate clearance can be obtained. Croud may at its sole discretion reject any Content which contains third party rights.
Creator hereby grants a non-exclusive, worldwide license in relation to all such right and title and interest as he or she may have in any created Content to Croud, including any such rights and consents as may be required to use the Content on Croud’s (or its client’s as relevant) website, social media, in marketing materials and online for the agreed period in the Order Form.
Creator agrees that Croud has, for the agreed period in the Order Form, the right to edit, copy, alter, add to, take from, adapt and translate any Content as well as dub it into one or more foreign languages and the Creator irrevocably and unconditionally waives the benefit of their moral rights arising under Parts I and II of the CDPA and performers' non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favor of Croud and all its licensees, sub-licensees, assignees and successors in title to the copyright in the Content.

Fees and Costs
1. Unless stated otherwise on the Order Form, Croud shall pay the Creator the Fees within 30 days of receipt of a valid invoice, which shall include VAT and related information where applicable. Invoices should be addressed to Croud at its registered office identified above, subject to any pro rata reduction in accordance with clause 10a.
2. Croud shall not be liable or responsible for any costs or expenses incurred by Creator in developing any Content, including without limitation, the costs of any of Creator’s employees (the "Creator’s Personnel") or Agents, should any exist. Creator shall be solely responsible for all such costs.
Confidentiality

During the course of this Agreement the Creator may receive, have access to and create documents, records and information of a confidential and proprietary nature to Croud and/or the Brand and customers of Croud and/or the Brand.
The Creator acknowledges and agrees that such information is strictly confidential to Croud and may be used only in the performance of the Services.
The Creator agrees that he or she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Croud or as otherwise directed by Croud.
Upon termination of this Agreement or upon the request of Croud, the Creator will return to Croud all of the confidential information, and all copies thereof, which are in the Creator's possession or control.
Creator shall not be liable for any disclosure of confidential information where, through no fault of their own, the disclosure becomes a part of the public domain, the disclosure is already previously known by a third party through an agreement or otherwise, or the receiving party is required to disclose by law, court order, or government regulation requiring them to do so, provided that the so-ordered receiving party provides immediate written notice to disclosing party.

Limitation of liability
1. Nothing in this Agreement limits any liability which cannot legally be limited, including but not limited to:
  1. death or personal injury caused by negligence; and
  2. fraud or fraudulent misrepresentation;
2. Each party's total liability to the other under this Agreement shall not exceed a sum equal to the higher of $10,000 (ten thousand USD) and the Fees. Neither party shall be liable for any indirect loss caused to the other party.
3. Croud shall have no liability for loss of publicity or loss of opportunity to enhance the Creator's reputation, even if Croud delays or abandons the Collaboration. References to liability in this clause 9 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
Termination
1. Croud shall be entitled to terminate this Agreement immediately on giving written notice at Croud's absolute discretion if it decides that the Collaboration is not commercially effective. In the case of such a termination, the Fees payable shall be reduced on a pro rata basis based on the Content completed up to the date of termination.
2. Creator shall be entitled to terminate this Agreement for convenience with one (1) month’s written notice. In the case of such a termination, the Fees payable shall be reduced on a pro rata basis based on the Content completed up to the date of Termination.
3. Croud shall be entitled to terminate this Agreement on written notice with immediate effect if the Creator:

is in breach of any material obligation contained in this Agreement and (where such breach is capable of remedy) has failed to remedy that breach within three days of being notified of it. Without limitation, the obligations in clauses 3, 4, 5, 16 and 17 are deemed to be material for the purposes of this clause 10;
is incapacitated or prevented from rendering the Services for more than either fourteen (14) consecutive days or twenty-eight (28) days in the aggregate;
has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which tends in the reasonable opinion of Croud to expose Croud to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Creator is rendering Services, or reflects unfavorably on Croud's reputation or products or if any act or conduct of the Creator shall prejudice the production or successful sales and exploitation of the Brand. Croud's decision on all matters arising under this clause shall be conclusive;
engages in or publicly expresses support for conduct that is discriminatory on the basis of age, gender, sexuality, ability, race, religion or health;
in the event of the Creator’s death or in the event of the Creator’s serious illness
becomes bankrupt or any of their businesses become insolvent.

On termination of this Agreement:

the Creator shall cease to associate themselves with Croud, but unless requested by Croud will not remove references to Croud and the Brand from their social media profiles and will only remove any past social media posts over which they have control to the extent requested by Croud;
each party shall, within 30 days of such termination or expiry, return all confidential information (including the Confidential Information) belonging to the other;
neither party shall have any further obligation to the other except as provided in this Agreement and which is reasonably intended to survive termination; and
the parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination.

Assignment and other dealings

The Creator shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of their rights and obligations under this Agreement.

No partnership or agency
1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party.
2. Each party that has rights under this Agreement is acting on its own behalf and not for the benefit of any other person.
Notices

Any notice given to a party under or in connection with this Agreement shall be in writing (whether first class post, courier or email) and shall be sent to the relevant address stated in the Order Form.
Any notice given to the Creator by email shall be deemed to have been received when Croud receives a "read receipt" notification that the notice email has been opened or, if no read receipt is requested, six hours after the notice is sent.

Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

Data protection

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation):

any data protection legislation from time to time in force in the US and any successor legislation;
any data protection legislation from time to time in force in the UK including, the Data Protection Act 2018 and any successor legislation;
compliance with Croud’s Privacy Policy; and
Compliance with any other directly applicable EU regulation relating to privacy.

Anti-bribery
1. The Creator shall:
  1. comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption (Relevant Requirements);
  2. not engage in any activity, practice or conduct which would constitute an offense under anti-bribery laws if such activity, practice or conduct had been carried out in the United States;
  3. comply with such policies relating to ethics, anti-bribery and anti-corruption as Croud may provide to the Creator and update from time to time; and
  4. promptly report to Croud any request or demand for any undue financial or other advantage of any kind received by the Creator in connection with the performance of this Agreement.
2. Breach of this clause 16 shall be deemed a material breach of this Agreement.
Modern Slavery
1. The Creator shall:
  1. comply with all applicable laws, statutes and regulations relating to modern slavery (an ”MSA Offense”);
  2. not engage in any activity, practice or conduct which would constitute an MSA Offense if such activity, practice or conduct had been carried out in the United States;
  3. comply with such policies relating to modern slavery as Croud may provide to the Creator and update from time to time; and
  4. immediately report to Croud if they become aware or have reason to believe that they, or any of their officers, employees, agents or subcontractors have breached or potentially breached any of Creator’s obligations under this clause

b. Breach of this clause 17 shall be deemed a material breach of this Agreement.

Waiver

No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Third-party rights

No one other than (i) a party to this Agreement or (ii) a third party client of Croud for whom the services of the Creator are provided, their successors and permitted assigns, shall have any right to enforce any of its terms.

Choice of Law

This Agreement shall be construed and enforced pursuant to the laws of New York and is subject to the exclusive jurisdiction of the New York Courts.

3rd November

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Influencer Agreement