TERMS AND CONDITIONS
6255 Sunset Blvd. Suite 1450
Los Angeles, California 90028
As of Today (“Effective Date”)
Re: Talent Agreement - Social Media Platforms
This agreement (“Agreement”) sets forth the mutually agreed upon terms and conditions by and between StyleHaul, Inc. (“StyleHaul”), a Delaware Corporation, and the undersigned (herein referred to as “Talent” or “you”) (each a “Party” and collectively the “Parties”) with respect to the inclusion of Talent’s social media platforms as part of the “StyleHaul Society™” digital platform (the “Platform”).
StyleHaul Society is a platform, created for and available exclusively to members of the StyleHaul community, that puts advanced new tools at your fingertips. Following is a brief description of a few of the new features that will be available through the Platform:
A. You will learn about new revenue earning opportunities including branded opportunities and sponsorships for your social media platforms.
B. You will have access through the Platform to a state-of-the-art reporting system (the “Reporting System”) that will provide timely, intuitive and transparent reporting of detailed and useful information in one consolidated destination.
C. You will be able to track your performance and thereafter optimize your social media capabilities.
D. You will have the ability through the Platform to process agreements, approvals and other documentation in a streamlined, time-saving and environmentally friendly manner (e.g., click through) without the need for traditional paperwork.
E. You will have access, through the Platform, to StyleHaul Society members only “Perks”. In consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged, and subject to the Standard Terms attached, which are incorporated herein by this reference, the Parties hereby agree as follows:
Except as otherwise set forth herein, all terms used below shall be defined the same as they are defined in the Agreement.
1. Subscription. During the Term of this Agreement (as defined below), StyleHaul grants to Talent the non-exclusive right to access the Platform and the materials available through the Platform (the “Materials”) solely for use by Talent’s permitted users for Talent’s internal business purposes solely in accordance with the terms and provisions of this Agreement, and such other terms and conditions as may be set forth in the Platform or to which StyleHaul may otherwise notify Talent from time to time. Upon expiration of the Term, Talent and its permitted users, including, without limitation, all employees and any and all third parties deriving any rights from Talent, if any, shall discontinue any and all use of the Platform and the Materials. Talent will be able to create one user ID for each user authorized to access the Platform through Talent’s account. Talent will be responsible for taking reasonable precaution to ensure the security and confidentiality of all users IDs. Talent shall be responsible for obtaining and maintaining throughout the term of this Agreement all computer hardware, software, communication lines, ports, interface equipment, terminals, internet access, bandwidth, network routing equipment, application licenses and other materials necessary for Talent and each user to access and use the Platform. StyleHaul shall have the right in its sole discretion at any time to develop any additional features or functionalities for the Platform, remove any features or functionalities from the Platform, or otherwise modify the Platform.
2. Talent Social Media. As used herein, the term “Talent Social Media” means any current talent social media platforms, including but not limited to, Instagram, Facebook, Twitter, YouTube and Snapchat (collectively, “Current Social Media”) plus any of Talent’s future social media/digital properties. StyleHaul shall have the non-exclusive right to represent, sell and manage sponsored or promotional content, endorsements, branded integrations or other opportunities to generate revenue on the Talent Social Media, and StyleHaul shall have the exclusive right to collect any and all revenue generated from such opportunities.
3. Brand Opportunities. Through the Platform, StyleHaul may identify and notify Talent from time to time of brand related opportunities, including branded content, social media, and other brand related activities. Talent acknowledges that opportunities to participate in brand related activities may be limited in time and number of participants. Accordingly, a particular opportunity presented to Talent may not be available to Talent at the time of acceptance, Talent’s participation will be subject to final approval by StyleHaul, and StyleHaul will have the right to cancel participation at its discretion. Talent agrees that if it accepts any opportunity, then Talent will fully perform all of Talent’s obligations as may be set forth in the description of the opportunity, any agreements or other documentation in connection with such opportunity, or as Talent may otherwise be advised by StyleHaul, and Talent’s compensation in connection therewith shall be subject to Talent’s full performance, including without limitation any and all social media requirements.
5. Reporting System. The Platform will provide to Talent access to the Reporting System, which will show Talent’s profile and other account information, including any and all performance reports, accounting statements and any other information relating to Talent’s use of the Platform.
6. Agreements and Other Documents. From time to time StyleHaul may deliver to Talent through the Platform agreements, amendments, approvals, releases or other documents which Talent may execute by “click through” or other method designated by StyleHaul. Talent agrees to carefully review each such document, and Talent understands and agrees that by accepting any particular document by “click through” or otherwise, such document shall constitute the parties’ binding agreement. Each agreement or other document accepted by Talent through the Platform, including, without limitation, this Agreement, will have the same force and effect as a fully-executed original. To the extent of any inconsistency between this Agreement, and any previous agreement entered into between the parties or any individual or entity on their behalf, this Agreement shall control.
7. Ownership & Control of Talent Social Media. Talent shall retain full ownership of, and responsibility for, the Talent Social Media and all content contained therein. This shall include creation, procurement and uploading of any and all content therein, and the ongoing management of the Talent Social Media. StyleHaul will not have the ability to upload content that is not produced by Talent; provided, however, that Talent shall immediately remove or take down content that is in violation of the terms of this Agreement and/or StyleHaul’s terms, policies or other business interests upon StyleHaul’s request. StyleHaul reserves the right to remove any content for reasons relating to non-compliance, including but not limited to, violation of copyright, trademark, and/or violation of any other third party’s rights.
8. Ownership of the Platform. Talent acknowledges that the Platform, the platform and other technology used by or on behalf of StyleHaul to provide the Platform, and all data, information and other content included on or accessible through the Platform (the “Technology”), and their structure, organization, and underlying source code constitute valuable trade secrets of StyleHaul. Talent will not, and will not permit any users or any other third party to alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Technology or any part thereof; interfere in any manner with the operation or hosting of the Platform or the Technology or attempt to gain unauthorized access to the Platform or any other services offered by StyleHaul; sublicense or transfer any of its rights under this Agreement, including, without limitation, providing outsourcing, service bureau, commercial hosting, application service provider or online services to third parties, or otherwise make available the Platforms or Technology, or access thereto, to any third party; or otherwise use the Platform or Technology except as explicitly permitted by this Agreement. Talent agrees that it shall not copy, reproduce, modify, create derivative works from, sell, sublicense, distribute, transmit or otherwise use or exploit any of the Materials except as may be specifically permitted hereunder. StyleHaul or its designee shall remain the sole and exclusive owner of the Platform, the Technology, the Materials, and all intellectual property rights embodied therein in or related thereto. The names, logos, trademarks, service marks and all other intellectual property embodied in or used in connection with the Platform, the Technology or the Materials are owned by StyleHaul or its designees, and no right or license is granted to Talent to use them separate from Talent’s right to access the Platform and the Materials in accordance with the terms and provisions of this Agreement.
9. Distribution. Talent hereby grants to StyleHaul and its designees the right to create any and all content derived, in whole or in part, from the content of the Talent Social Media, including, without limitation by making cuts, edits or other alterations, for the purpose of dubbing or simulating Talent’s voice or sound effects, inserting commercial announcements or station identifiers, conforming to television time segment requirements or formatting requirements, adding closed captioning, subtitles or overdubs, complying with censorship or other requirements of any duly constituted governmental authority, or adding StyleHaul’s logo or other graphics (“Derivative Content”), and to display and distribute the content of the Talent Social Media and the Derivative Content by any and all means through any and all media now known or hereafter devised on any and all digital media platforms within or outside of YouTube, throughout the universe, in perpetuity, including, without limitation in connection with any and all brands.
10. Name & Likeness. Talent hereby grants to StyleHaul any and all necessary rights and licenses it may need to effect the terms of this Agreement (including, for example, the right to use her/his/its name and logo, copyrights, trademarks, names of properties, etc. for distributing, promoting or advertising Talent, Talent Social Media, the StyleHaul Network and related merchandise).
11. Non-Disclosure. Talent agrees not to disclose, reveal or otherwise release the terms of this Agreement or any other non-public information disclosed by StyleHaul to Talent (“Confidential Information”) to any third party whatsoever without StyleHaul’s prior written consent. Talent further agrees not to disclose any Confidential Information relating to the terms of this Agreement to any employees, contractors, vendors, consultants or affiliates (collectively “Representatives”) other than those Representatives who have an actual need to know such Confidential Information in order to perform their duties under this Agreement.
12. Representations and Warranties. Each party represents and warrants that it has the full authority to enter into and perform this Agreement and to grant all rights granted herein; its performance of this Agreement will not violate or conflict with any law, statute, regulation or rights of any third party; there is no pending or threatened litigation that would have a material adverse impact on its performance under this Agreement; and no materials furnished by it will infringe the intellectual property rights or other rights of any third party. Talent agrees that during the Term, Talent shall not, without StyleHaul’s prior written consent in each instance, enter into any agreement with any of StyleHaul’s distributors through which, or platforms on which, StyleHaul displays content (including without limitation, Google, Inc. and YouTube). Talent represents and warrants that: (a) Talent owns and controls the Talent Social Media and all rights throughout the world; (b) the Talent Social Media is original; (c) Talent has any and all necessary rights or clearances it may need in connection with the Talent Social Media; (d) Talent will not commit any act which brings StyleHaul into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community or commercial interests of StyleHaul, its employees, affiliates, affiliated brands, and/or other talent, including, without limitation, disparaging StyleHaul, the Platform or the StyleHaul Network; and (e) Talent will not include in any Talent Social Media any content or materials that would violate any of StyleHaul’s general terms and/or policies. Talent further represents that Talent is at least eighteen (18) years of age or otherwise legally capable of entering into binding agreements such as this and including this one. [If Talent is under the age of eighteen (18) or otherwise incapable of entering into this Agreement, Talent shall obtain Talent’s parent or legal guardian’s permission to do so as evidenced by the Talent’s parent signature below].
13. Indemnity. Talent will indemnify StyleHaul and its directors, officers, employees, agents, representatives, parents, subsidiaries and affiliates from and against any and all damages, costs expenses (including attorneys’ fees and court costs), losses and liabilities incurred in connection with the breach or alleged breach by Talent of any agreements, representations or warranties of Talent hereunder or any other agreement. StyleHaul shall promptly notify Talent of any claim to which the foregoing indemnity applies, and Talent shall have the right, at Talent’s own expense, to participate in the defense of any lawsuit, provided that StyleHaul shall have the right to retain control over the conduct thereof. Talent shall pay or reimburse StyleHaul on demand for any amount subject to the foregoing indemnity and pending the determination of any particular claim and the payment to StyleHaul of any amounts due under this indemnity StyleHaul shall have the right to withhold any and all sums otherwise payable hereunder, or any other agreement in such amount as StyleHaul determines in its good faith discretion is the potential amount of the indemnity hereunder.
14. Term/Termination. This Agreement shall commence on the Effective Date and continues until terminated by the parties (the “Term”). Either party may terminate this Agreement by providing the other party with at least thirty (30) days prior written notice. Notwithstanding anything to the contrary contained herein, StyleHaul may at its sole discretion terminate this Agreement at any time, with or without cause, upon notice to Talent, subject to the payment of any sums earned by Talent through the date of termination, if applicable.
15. Survival of StyleHaul’s Right to Revenue. It is agreed that, notwithstanding termination or expiration of this Agreement, StyleHaul’s right to receive revenue shall continue for the full term and any renewals, modifications or extensions thereof.
16. Assignment. StyleHaul may assign its rights under this Agreement, in whole or in part, to any subsidiary, affiliated or controlling corporation, to any individual or entity owning or acquiring a substantial portion of the stock or assets of StyleHaul or to any partnership or other venture in which StyleHaul participates, and such rights may be similarly assigned by any assignee. Talent shall not have the right to assign this Agreement, or any of its rights or obligations thereunder.
17. Limitation of Liability. IN NO EVENT SHALL STYLEHAUL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES EVEN IF STYLEHAUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL STYLEHAUL BE LIABLE FOR ANY CLAIM RELATING TO THIS AGREEMENT IN EXCESS OF THE AMOUNTS PAID OR OWED TO TALENT HEREUNDER.
A. Force Majeure: StyleHaul will not be liable for any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, server failures or other third party technical failures, fire and explosions, court order, civil disturbance or other similar industry-wide cause beyond the reasonable control of StyleHaul.
B. Headings: The use of headings, captions and numbers in this Agreement is solely for the convenience of identifying and indexing the various paragraphs and shall in no event be considered otherwise in construing or interpreting any provision in this Agreement.
C. Severability: If any provision of this Agreement shall under any circumstances be deemed invalid or inoperative to any extent, it is agreed and understood that the invalidity shall not invalidate the whole Agreement, but this Agreement shall be construed, as not to contain the provision or provisions deemed invalid or inoperative.
D. Mutual Covenants: Talent and StyleHaul each agree that they will undertake the activities contemplated by this Agreement in compliance with all applicable laws and regulations.
E. Notices: Any formal notice by Talent to StyleHaul hereunder shall be delivered to the address specified above and addressed to Talent’s current contact at StyleHaul. StyleHaul may deliver any and all notices to Talent by posting such notices through the Platform, in which event such delivery shall constitute proper and effective notice under this Agreement.
F. Relationship of the Parties. Talent’s relationship with StyleHaul, its affiliates and/or representatives, is that of independent contractor. Nothing in this Agreement is intended to, or should be construed to create a partnership, joint venture or employment relationship between the Parties. Talent is not authorized to make any representation, contract, or commitment of StyleHaul or any related brand unless specifically requested or authorized in writing to do so by and authorized officer of StyleHaul.
G. Entire Agreement: Once signed, this Agreement shall be binding between the parties as of the Effective Date and supersedes any and all prior written or oral agreements between the Parties in connection with the subject matter hereof. Upon written notice to Talent, StyleHaul may amend or modify this Agreement at any time in its sole discretion upon written notice to Talent. Should Talent object to such amendment or modification, Talent should notify StyleHaul within ten (10) business days of receipt of such amendment or modification.
H. Survival: Those terms and provisions of this Agreement that by their nature are intended to survive the termination or expiration of this Agreement (including without limitation, non-disclosure, representations and warranties, relationship of the parties, choice of law and limitation of liability) shall survive any termination or expiration of this Agreement.
I have read and agree to these terms and conditions.