SGG MEDIA INFLUENCER MARKETING AGREEMENT
This shall constitute the agreement (the "Agreement"), entered into as of the Effective Date set forth below, between the individual named below ("Influencer") and SGG Media - A division of Sports Gambling Guides, Inc. ("SGG Media"), pursuant to which Influencer agrees to perform services as set forth in this Agreement. The Agreement consists of the terms set forth below (the "Deal Terms") and the Terms and Conditions that are attached as Exhibit A to the Deal Terms and that are incorporated in this Agreement by reference (the "Terms and Conditions").
Influencer Name: |
{name-1} |
Term: |
On the platforms Twitter, TikTok, YouTube, Twitch, Pinterest, Snapchat, LinkedIn the term of this Agreement (the “Term”) begins when SGG Media provides you with the content for your first Post (as defined below) and ends sixty (60) months from your publication of your first Post and shall automatically extend for additional 12-month terms unless Influencer or SGG Media notifies of termination via email or other written digital notification.
Instagram Term: The term of this Agreement (the “Term”) with respect solely to the platform of Instagram begins when SGG Media provides you with the content for your first Instagram Post (as defined below) and ends twelve (12) months from your publication of your first Instagram Post and shall automatically extend for additional 12-month terms unless Influencer or SGG Media notifies of termination via email or other written digital notification.
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Services: |
Influencer will perform the following services (collectively, “Services”):
- Influencer will post the materials (text and graphics) provided by SGG Media to promote SGG Media’s clients (the “Posts”) on Influencer Channels in exactly the form provided by SGG Media, with no other text or graphics. Influencer shall not revise the Post in any way without SGG Media’s written approval. Without limiting the foregoing, Influencer understands and agrees that the Posts will include disclosures required by the Laws. Platform-specific transparency tools, such as the “Branded Content” tools on Instagram, should be used, but may not be used as a substitute for the disclosures provided by SGG Media for inclusion in the Posts.
- In the event Influencer is posting on one social media platform and the Post is syndicated to another social media platform, disclosures must travel with the post, and appear clearly and conspicuously (e.g. pre-click) on all platforms.
- The Posts shall remain continuously available on Influencer’s account for the entirety of the Term as is customary on the Influencer’s channel. During the Term, Influencer agrees to “follow” SGG Media social media handles. Upon SGG Media’s request, Influencer promptly will edit or delete any Post provided by SGG Media.
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Influencer Channels: |
Twitter, Instagram, TikTok, YouTube, Twitch, Pinterest, Snapchat, LinkedIn |
Territory: |
Worldwide (the "Territory") |
Fee: |
Set forth in a separate written agreement between the parties. |
Exclusivity: |
During the Term, Influencer will not provide services on behalf of, appear or participate in any advertising, publicity, promotion, or endorsement for any of the following other than exclusively for SGG Media: (i) any other sports betting, online casino gambling or poker brand, fantasy sports, product or service (ii) any advertising clients or customers that were introduced to Influencer by SGG Media or were initially promoted by Influencer as a result of an SGG Media social media posting with Influencer. (iii) any other Social Media Advertising Agency other than SGG Media (Exclusive Agency Contract).
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SGG Media Representative
Name: Mark Paul
Title: Chairman
Sub-Affiliate Influencer
Name: {name-1}
Tax ID #: {text-1}
Date: {date-1}
Exhibit A
TERMS AND CONDITIONS
- Services. Influencer shall perform Influencer’s Services in a professional manner in accordance with the highest industry standards. Influencer shall comply with all applicable laws, regulations and guidance (collectively, “Laws”), including, without limitation, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonial in Advertising (as may be updated), and with the terms of use and policies for each applicable social media platform (including, without limitation, each platform’s requirements regarding posting branded or sponsored content on their platform) (collectively, “Social Channel Terms”). Influencer will not say anything or engage in any conduct that disparages, denigrates, portrays in an unfavorable light or brings SGG Media, SGG’s clients (“Clients”) or Clients’ products into public disrepute, contempt or scandal.
- SGG-Supplied Elements. All products, content or elements provided to Influencer by SGG Media (collectively, “SGG-Supplied Elements”) must be used as-is. Influencer will use the SGG-Supplied Elements only in accordance with SGG Media’s instructions. Any use of Client or SGG Media trademarks and any associated goodwill shall inure exclusively to the benefit of Client or SGG Media, as applicable.
- Ownership; Grant of Rights; Usage. During the Term, SGG Media and Client shall be permitted to post, re-post, link-to, boost, whitelist, and otherwise promote the Posts and tag Influencer in any post published by SGG Media or Client on any webpages/social media platforms controlled by SGG Media or Client. Influencer shall take all required steps to enable SGG Media and Client to whitelist the Post(s). Upon SGG Media’s request, Influencer shall promptly provide SGG Media with all performance and analytics data regarding the Post(s).. SGG Media grants to Influencer a non-exclusive, non-transferable, royalty-free license to use SGG Media's trade names, trademarks, logos, and service marks (collectively Marks) in connection with the performance of this Agreement. Influencer shall not use any of SGG Media's Marks for any other purpose without first obtaining the prior written advance consent of SGG Media. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Influencer any right, title, or interest in any of the Marks or goodwill of SGG Media.
- Nature of Social Media. Influencer acknowledges and agrees that (a) social media users will have the right to share the Posts, including on other social media platforms, and to otherwise use all the functionality available on the applicable social media platforms, and that some of such functionality may enable social media users to download the Posts, (b) Client and SGG Media cannot control the manner in which social media users choose to exploit the Posts, and (c) Influencer waives any claim against SGG Media or Client arising in connection with social media users’ exploitation of the Posts.
- Compensation. In full consideration to Influencer for entering into and performing this Agreement, and for all rights granted by Influencer pursuant to this Agreement and provided Influencer fully and completely performs all of Influencer’s Services and obligations hereunder, Client agrees to pay Influencer the Fee in accordance with the payment schedule set forth in the Deal Terms. Influencer acknowledges and agrees that the Fee shall be full and complete compensation for the Services, and Client shall not be liable for any broker’s and/or agent’s fees or commissions, taxes, or payments to third parties payable by Influencer in connection with this Agreement. Any payments made pursuant to this Agreement shall be subject to any deductions required by law. Each party shall bear its own costs and expenses in connection with this Agreement.
- Representations/Warranties. Influencer represents, warrants and agrees that: (a) it has the right to enter into and perform this Agreement and has no conflicting commitments or obligations that would interfere with its ability to perform the Services and grant the rights herein granted; (b) neither the Services, nor any use of Influencer’s Identity as set forth herein will infringe upon or violate the rights of any third party, any applicable Laws or any Social Channel Terms; (c) any statements made by Influencer will reflect Influencer’s honest opinion, beliefs or experience (including, without limitation, about SGG Media, Client and its services); (d) Influencer will comply with any social media guidelines provided by SGG Media; and (e) Influencer has not acquired the number of social media followers Influencer has as of the Effective Date, nor shall Influencer acquire any social media followers during the Term, by means of any automated program or similar technique/method, or fraudulent behavior of any kind, and any representation Influencer has made to SGG Media with respect to the number of social media followers Influencer has acquired is truthful and accurate, to the best of Influencer’s knowledge. Unless otherwise agreed by the parties in writing, Influencer further represents and warrants that the relationship between SGG Media, on the one hand, and Influencer on the other, is that of an independent contractor in accordance with the laws of the state in which Influencer is providing the Services set forth herein, which includes, without limitation, California Labor Code Section 2776, if Influencer is located in California at the time Influencer is performing the Services.
- Indemnity. Influencer shall defend, indemnify, and hold harmless the Permitted Parties from and against any and all losses, claims, damages, expenses, or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from or relating to any actual or claimed breach of any of Influencer’s representations, warranties, or agreements hereunder and/or Influencer’s negligence or misconduct. SGG Media shall defend, indemnify, and hold harmless Influencer from and against any and all losses, claims, damages, expenses or liabilities of any kind, including, without limitation, reasonable attorneys’ fees, arising from or relating to any actual or claimed breach of any of SGG Media’s representations, warranties, or agreements hereunder and/or SGG Media’s negligence or misconduct. The foregoing indemnification obligations shall survive any termination or expiration of this Agreement.
- Termination. SGG Media shall have the right to cancel any Client campaigns and terminate this Agreement for any reason upon written notice to Influencer.
- No Obligation. Client is not obligated to exercise any of the rights granted hereunder, and Client’s only obligation to Influencer is to pay the amounts required to be paid hereunder.
- Confidentiality. Influencer will not use in any manner (other than as required in connection with the Services), disclose to any third party (including, without limitation, via social media, etc.), any trade secrets or confidential information of SGG Media or Client, including, without limitation, any non-public information about Client’s services, the content of any advertising that Client has not yet released to the general public, Influencer’s relationship with SGG Media or Client (until publicly disclosed by SGG Media or Client, as applicable), and any of the terms of this Agreement. In addition, Influencer will not communicate to the press directly about the Services or Campaign without SGG Media’s prior written approval and will direct all press inquiries regarding the services to SGG Media.
- Miscellaneous. This Agreement contains the entire understanding between the parties to this Agreement with respect to the subject matter hereof, may not be altered or waived except by a writing signed by both Influencer and SGG Media. Delivery of an executed signature page by any electronic means (e.g., PDF) shall be as effective as delivery of a manually executed signature page. Should any portion of this Agreement be rendered void or unenforceable by any court of competent jurisdiction, the remaining provisions shall nevertheless be binding upon the parties. This Agreement shall be governed by the laws of the State of California, applicable to contracts executed and to be fully performed therein.