Influencer Terms of Service
THESE TERMS AND CONDITIONS (“AGREEMENT”) GOVERN YOUR INTERACTION WITH SVERVE, INC. ("Sverve") IN RELATION TO ANY ACTIVITY AND/OR SERIES OF ACTIVITIES ON BEHALF OF SVERVE AND/OR SVERVE'S CUSTOMER(S) (A "CAMPAIGN") AND/OR OTHERWISE, AS WELL AS YOUR UTILIZATION OF ANY SVERVE PRODUCTS AND SERVICES, INCLUDING WITHOUT LIMITATION ANY UNDERLYING SVERVE TECHNOLOGOY (AS DEFINED BELOW) (COLLECTIVELY THE "SERVICE").
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A DOCUMENT THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR "INFLUENCER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
You may not access the Service if You are Sverve's direct competitor, except with Sverve's prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
For the purposes of this Agreement, “Sverve Technology” means any software owned, developed, acquired and/or licensed by Sverve, any trademarks of Sverve, certain documents, software and other works of authorship, other technology (including without limitation any interfaces utilized to connect to the Service), software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information, and any other data, information and/or material provided by Sverve to You in the course of Your interaction with Sverve under a Campaign and/or otherwise, including without limitation Your use of the Service.
You will conduct any efforts in relation to a Campaign, including without limitation the creation of Content (as defined below), through Sverve (unless directed otherwise by Sverve) and the Service using the highest industry standards which meet or surpass all local, State and Federal laws for advertising. In the performance of your efforts in relation to a Campaign, You may provide certain information and materials, including text, narrative, images, photos, graphs, videos, designs, logos, trademarks, URL links and data (all collectively “Content”).You warrant that the Content and any social media network and/or website provided by You for Campaign(s) through this Agreement shall not contain, or contain links to, improper or illegal content. Sverve reserves the right to reject any Content provided by You, or URL link embodied within a Campaign at any time. Content is accepted upon the representation that You have the right to publish the Content, without infringing any rights of third parties.
You warrant that the performance of Your services hereunder and any Content, if any, will be performed in a workmanlike manner and will conform to specifications, as directed by Sverve and/or Sverve's customer(s).
3. Payment for Services
Subject to the terms and conditions of this Agreement, as full compensation for performance of Your services under a Campaign, Sverve, on behalf of its customer, or Sverve's customer, in accordance with the following, will pay You, on a monthly basis or at the end of the applicable Campaign, the applicable fees upon the acceptance of Your undisputed services by Sverve's customer in relation to the applicable Campaign, in accordance with Sverve's policies, provided that You provide Sverve with correct payment information. If a Sverve customer indicates that it will pay You directly, such customer will make payments directly to You in accordance with any Campaign description and Sverve’s payment policies. In the event that Sverve is paying You on behalf of Sverve's customer, You acknowledge and agree that Sverve will pay You only upon receipt by Sverve of funds from the applicable customer for Your services. For the avoidance of doubt, You acknowledge that Sverve's customers, and not Sverve, are liable for the payment of all fees to You, unless a Sverve customer has made the applicable payment to Sverve in accordance with this Section.
4. Period of Performance
This Agreement and the period for performing services shall begin and end on the date specified on the applicable Campaign description.
5. Relationship of Parties
It is agreed that You are an independent contractor and that You shall perform the services hereunder under the direction of Sverve and/or Sverve's customer as to the result of such activity, but that You shall determine the manner and means by which such services are accomplished, subject to the express condition that You shall at all times comply with applicable law. It is expressly understood that neither You nor Your employees, agents, and/or subcontractors, if any, are agents or employees of Sverve, and have no authority to bind Sverve by contract or otherwise. You shall ensure that Your employees, agents and/or subcontractors, if any, are bound in writing by the terms and conditions of this Agreement. You will remain directly liable and responsible to Sverve and its customer(s) for any performance of Your and/or Your employees’, agents’ and/or subcontractors’, if any, obligations under this Agreement.
6. Employment Taxes and Benefits
Since You are an independent contractor, Sverve will not withhold any amounts from any sums due to You under this Agreement. It is agreed that it is the obligation of You to report as self-employment income all compensation received by You pursuant to this Agreement, whether by Sverve, on behalf of its customers, or directly by Sverve's customers. You shall indemnify Sverve and its customers and hold them harmless to the extent of any obligation imposed by law upon Sverve and/or its customers to pay any federal, state or local withholding taxes, social security, medical, dental, workers compensation, disability insurance, pension, retirement or similar items in connection with any payments made to You by Sverve, on behalf of its customers, or directly by Sverve's customers, pursuant to this Agreement on account of You or Your agents, employees and/or subcontractors, if any. Neither You nor Your employees, agents and/or subcontractors, if any, shall be entitled to participate in any plans, arrangements or distributions by Sverve pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Sverve employees.
During the period of performance and for three years thereafter, You will maintain sufficient insurance to protect Yourself from (a) claims made pursuant to workers compensation or state disability acts; (b) claims for damages because of bodily injury, sickness or death of any of Your employees, agents and/or subcontractors or any other person which arises out of any negligent act or omission of You or Your employees, agents and/or subcontractors; (c) claims for damages because of injury to or destruction of tangible property including loss of use resulting therefrom which arise from any negligent act or omission of You or Your employees, agents and/or subcontractors; and (d) claims subject to any of Your indemnification obligations hereunder.
8. Conflict of Interest
You represent and warrant, for Yourself, Your employees, agents and subcontractors, that there exist no actual or potential conflict of interests concerning the services to be performed under this Agreement. You represent and warrant, for Yourself, Your employees, agents and subcontractors, that neither You nor Your employees, agents and/or subcontractors, if any, is under any pre-existing obligation inconsistent with the provisions of this Agreement and that performance of the services hereunder does not require the breach of any obligation to keep in confidence the proprietary information of another party. You and Your employees, agents and/or subcontractors, has not brought and will not bring to Sverve and/or Sverve's customers or use in the performance of the services hereunder any Content, materials or documents of another party considered confidential unless it has first obtained written authorization from such party for the possession and use of such Content and materials and has received Sverve 's prior written consent to use of such Content and materials.
9. Proprietary Rights
(a) All things of value, including, but not limited to, Content, results of services, Feedback (as defined below), software, documentation, inventions (patentable or unpatentable), trade secrets, designs, modules, customer lists, contacts and relationships, sales plans, marketing plans and methodology, copyrights and any modifications and/or Derivatives, as defined pursuant to the United States Copyright Act, thereof developed and/or made and/or implemented by You and Your employees, agents and/or subcontractors, if any, under this Agreement shall be considered a "Work Made for Hire" under the United States Copyright Act and the copyright, any other proprietary rights, any such materials and all rights, title and interest therein shall belong to Sverve. Notwithstanding the foregoing, should copyright and any other intellectual property and/or proprietary rights in any of the foregoing material be determined by a court of law to remain with You, Your employees, agents and/or subcontractors, You, and Your employees, agents and/or subcontractors, hereby assign all right, title and interest including Your copyright to Sverve and waive any and all moral rights to such material. You agrees to cooperate with Sverve and to execute and cause Your employees, agents and/or subcontractors to execute all documents reasonably necessary for Sverve to secure copyright protection and other intellectual property and/or proprietary rights for and in material produced under this Agreement. You agree that all papers, design notes, records and other materials prepared or produced by You, Your employees, agents and/or subcontractors, in the performance of services hereunder are the sole and exclusive property of Sverve and may be examined by Sverve upon request. Notwithstanding the above, Sverve acknowledges that the services hereunder may contain general know-how and prior intellectual property created by You prior to and outside the scope of this Agreement (“Influencer Intellectual Property”). Accordingly, Sverve agrees that You may use Influencer Intellectual Property in connection with the provision of products and services to others, provided that You continue to abide by the terms and conditions of this Agreement and that none of Sverve’s intellectual property, Sverve Technology, the Service and/or Confidential Information is utilized in any manner with regards to the provision of products and services to others. All rights in Influencer Intellectual Property, including but not limited to utility routines, generalized interfaces, algorithms, ideas, techniques, concepts, proprietary processes, tools, methodologies, and improvements thereon shall continue to vest in You. For the purposes of this Agreement, "Feedback" means any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Service.
(b) You hereby grant to Sverve an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully paid- up, world-wide license to use, copy, modify, sub-license, distribute (through itself or its subsidiaries and/or third party distributors or resellers) and display Influencer Intellectual Property included as part of, and/or for use of, the services hereunder and/or any Content hereunder for Sverve’s and/or Sverve's customers' business purposes.
(c) You acknowledge that You will acquire knowledge and information about Sverve and its customers, and their respective businesses, their respective products, their respective programming techniques, their respective experimental work, their respective clients and/or their respective suppliers and that all such knowledge and information and related materials shall remain the trade secret and confidential and proprietary information of Sverve ("Confidential Information"). You shall hold such Confidential Information in strict confidence, not disclose it to others or use it in any way, commercially or otherwise, and shall not allow any unauthorized person access to it, either before or after termination of this Agreement. You shall take all action reasonably necessary and satisfactory to Sverve to protect the confidentiality of the Confidential Information including, without limitation, implementation and enforcement of operating procedures that minimize the possibility of unauthorized use or copying of the Confidential Information, including limiting access to such Confidential Information only to Your employees, agents and/or subcontractors, if any, that have a need to know who (i) have been approved in advance by Sverve; (ii) have been advised of the confidential nature thereof; and (iii) are under an express written obligation to maintain such confidentiality. You agree that the Service, all Sverve Technology, software and documentation furnished to You under this Agreement is Confidential Information. You will not duplicate any Sverve Technology, software or documentation unless necessary to implement this Agreement and shall not decompile, disassemble, reverse engineer or otherwise reduce any such Sverve Technology and/or software code to a human readable form. All software, documentation and other Confidential Information provided to You shall remain the sole and exclusive property of Sverve. All Confidential Information shall be delivered to Sverve upon expiration or termination of this Agreement.
(d) You shall not (i) permit any third party to access the Service except as permitted herein or as directed by Sverve in writing, (ii) create derivate works based on the Service, (iii) copy, frame or mirror any part or content of the Service, (iv) reverse engineer the Service, or (v) access the Service in order to (1) build a competitive product or service, or (2) copy any features, functions or graphics of the Service.
You shall indemnify Sverve and its customers and hold them harmless from and against all claims, damages, losses and expenses, including reasonably attorneys' fees, arising out of or resulting from (a) any action by a third party against Sverve and/or its customers that is based on any claim that any services performed under this Agreement, the results thereof, or any Content infringes a patent, copyright or other proprietary right of any third party or violates a trade secret right of any person or entity; (b) the performance of the services hereunder caused by any negligent act or omission or willful conduct of You or Your employees, agents and/or subcontractors, if any, and which result in (i) any bodily injury, sickness, disease or death, (ii) any injury or destruction to tangible or intangible property (including computer programs and data) or any loss of use resulting therefrom; (c) any violation of any statute, ordinance, or regulation by You or Your employees, agents and/or subcontractors; and/or (d) any representation, action or omission by You and/or Your employees, agents and/or subcontractors which is inconsistent with the terms and conditions of this Agreement. Legal counsel for the defense of any third party claim of infringement shall be selected by mutual agreement of You and Sverve. In addition to the foregoing, You agree to indemnify and hold Sverve and Sverve’s employees, consultants, subcontractors, customers and affiliates (collectively “Representatives”) harmless against any and all expenses and losses of any kind (including reasonable attorney’s fees and costs) incurred by Sverve or its Representatives in connection with any claim for libel, defamation, false or deceptive advertising or sales practices arising from use of the Content and/or results of services hereunder.
11. Limitation of Liability
THE LIABILITY OF SVERVE AND ITS LICENSORS IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATERIALS OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED THE AMOUNT OF ANY FEES WHICH ARE DUE PURSUANT TO SECTION 3 FOR THE PARTICULAR SERVICE THAT GAVE RISE TO ANY CLAIM AND WHICH ARE UNPAID. IN NO EVENT SHALL SVERVE OR ITS LICENSORS BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, TORT (INCLUDING NEGLIGENCE) OR CONSEQUENTIAL DAMAGES (INCLUDING ANY DAMAGES RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS OR LOSS OF BUSINESS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONTENT, MATERIALS OR SERVICES FURNISHED HEREUNDER, EVEN IF SVERVE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The obligations and liabilities of Sverve and You may be terminated as follows:
a. Either party may terminate this Agreement in the event of a breach by the other party of any of the covenants or terms or conditions contained herein if such breach continues uncured for a period of twenty (20) days after written notice of such breach; and
b. Sverve may, by giving You written notice of termination, terminate this Agreement and/or any Campaign hereunder (partially or in full) with or without cause, effective upon receipt of such notice without need of intervention of any court or other authority.
13. Effect of Termination
Upon the expiration or termination of this Agreement for any reason, each party shall be released from all obligations and liabilities to the other occurring or arising after the date of such termination, except that Sections 2, 5, 6, 7, 8, 9, 10, 11, 13, 15, 16, 17, 18 and 19 shall survive any termination or expiration of this Agreement, and any such termination shall not relieve You or Sverve from any liability arising from any breach of this Agreement. In the event of any earlier termination of a Campaign hereunder, Sverve’s only responsibility to You shall be the payment for fees received by Sverve from Sverve's customer for the undisputed services delivered by You to Sverve and/or its customer and accepted by Sverve's customer, up until the date of termination. Notwithstanding the foregoing or anything to the contrary, in the event of any termination by Sverve under Section 12(a), Sverve and/or its customer shall have no further liability and/or obligations to You, including without limitation the payment of any fees hereunder and You shall immediately refund to Sverve any and all fees paid by Sverve and/or its customer to You hereunder.
This Agreement is for personal services and neither the Agreement nor the services to be performed hereunder may be assigned by You, without Sverve’s prior written consent.
15. Governing Law
This Agreement shall be construed in accordance with the laws of the State of New York, without reference to its choice of law provision. The parties agree that the jurisdiction and venue of any action with respect to this Agreement shall be in a court of competent subject matter jurisdiction located in the State of New York, USA.
16. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, or representations, written or oral, with respect to the subject matter hereof. No alternations or variations of its terms will be valid unless made in writing and signed by both parties.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
Any notices required or permitted hereunder shall be given in writing.
The waiver of either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation.
Should you have any questions concerning this Agreement, please write: Sverve, Inc., 349 5th Ave, New York, NY 10016; Attn: Legal.
349 5th Ave,
New York, NY 10016