This Agreement between the Talent (“Talent”) and Lidia May LLC (“Company”) is entered into effective from the signing date of the talent of the submission form. The parties agree as follows:
Usage Rights. Company has full rights to use for its own social media and community newsletter any content (compositions, images, videos, sound and text) created and /or posted by the talent with the product for this agreement (hereafter referred to as “Works”). The Talent has the right to use the Works in their own social media and online platforms or for promoting themselves and their brand provided that Lidia May is visibly acknowledged in any Work that depicts a Lidia May product.
Time Period and Delays. The operational phase of this Agreement is effective upon signing of the submission form. The Talent understands that their work is an important piece or part of an overall campaign calendar (if applicable for their package) and that any failure or delay by them could cause a failure or delay in the entire calendar. In such an event and if s a result the Company suffers a loss of any nature it has the right to recuperate that loss by legal means. The exceptions are if (a) you inform the Company as soon as possible that there is a problem and how you will solve it (it’s up to the company to agree or disagree with your proposal). (b) If there is some major national or natural disaster that prevents you from honoring your commitment.
Early Termination. Either because the delays above cannot be overcome or because either party thinks the other has breached this contract in some way, either party can ask for Early Termination however they must first allow the other party 7 days to fix the problem before the Termination is effective. After Early Termination all electronic materials that were provided by the Company to the Talent and any copies or backups of the same must be deleted and a declaration signed to that effect. All physical materials provided must be carefully repacked and returned in the same condition they were received. Company shall bear the cost of carriage however Company reserves the right to charge and the Provider also agrees to pay the full retail price of any item that are found missing or damaged when returned.
Misuse: Neither party can use any information or Works or part thereof that was gained due to the relationship under this Agreement to harm, malign or impugn the image, reputation and economic interests of the other, nor to sell to a third party in exchange for some benefit including payment.
Confidentiality. In performing the Services under this Agreement, the Talent may learn business sensitive information about the Company (such as its marketing plans, business opportunities, financial information, customer information, future products and so forth). The Talent agrees therefore that during the Term of this Agreement and for a period of 3 years thereafter, they will not disclose to anyone this confidential information without prior written consent from Company. Should they be requested by a government or regulatory agency to disclose any information they undertake to inform the other party immediately, use reasonable means to determine the legal enforceability of the request and only comply where the request was legal. This paragraph shall survive the termination or expiration of this agreement.
Representations. You hereby undertake that any work you submit is original and that if it doesn’t violate anyone else’s copyright, trademark, or personal privacy and property rights and that you will hold us blameless in the event of a dispute ever arising from such a third party claiming an abuse of their rights.
FTC Guidelines. You undertake that you comply with the Guides Concerning the Use of Endorsements and Testimonials in Advertising, as published by the Federal Trade Commission in 2009, and as updated from time to time. (Guidelines can be found at: http://ftc.gov/os/2009/10/091005revisedendoresementguides.pdf.) Influencer understands that he/she is required to disclose compensation provided by Company for services rendered.
Independent Contractor. Nothing in this Agreement shall create a joint venture, partnership, employment or agency relationship between Influencer and Company. Neither party is authorized by this Agreement to represent, bind, obligate or contract on behalf of the other.
Taxes. Each party is responsible for its own tax obligations under this Agreement.
Notices. Any notice, request or communications required or permitted to be given under this Agreement shall be in writing and sent by email to the designated email addresses given above.
Entire Agreement, Amendment, Waiver. This is the entire agreement and replaces any and all previous agreements including oral agreements, if any exist. Any future changes to this agreement must take the form of an entirely new agreement that will similarly replace all agreements prior to it. In terms of the rights given to each party by this agreement or by the law, the decision not to apply it in one case does not mean that it cannot be applied in the future.
Severability. If any part of this Agreement legally invalid but that changing a part of the wording will make it legally valid without changing its meaning then the parts that are invalid should be considered automatically replaced by the parts that are valid.
Assignment, No Third Party Beneficiaries. Neither party may assign or transfer (including by operation of law) any rights or obligations under this Agreement without the written consent of the other party, except that either party may, without such consent, assign or transfer this Agreement to a successor to the business of such party by merger, sale of assets or otherwise.
Governing Law, Jurisdiction. This Agreement is subject to the laws and jurisdiction of the State of Texas.