COPYRIGHT ASSIGNMENT AND ENDORSEMENT AGREEMENT
AND NAME AND LIKENESS RELEASE
This Copyright License and Endorsement Agreement and Name and Likeness Release (this “Agreement”) is entered into as of the date on the application submitted by the influencer (the "Influencer") (the "Effective Date"), by and between Apothecary Products, LLC, a Delaware limited liability company (“APL”), and the Influencer and provides the terms and conditions under which Influencer will partner with APL.
1.0 DEFINITIONS. All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.
- “Project Overview” means the application and any correspondence regarding any particular campaign that identify the specific Influencer responsibilities (and related deliverables) and APL responsibilities (and related deliverables).
- “Influencer Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content that Influencer provides to APL pursuant to this Agreement that Influencer or one of its subcontractors created independently, separate and apart from performance of the Services. This includes original content featuring Bamboobies products, using the hashtag #bamboobies, or tagging @bamboobies that has been posted on social media.
- “IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, rights of publicity and privacy, rights in name and likeness, and other rights protecting data, information or intangible property throughout the world.
- “Services” shall mean the specific Influencer responsibilities (and related deliverables) as listed in the relevant Project Overview.
- Services. During the term of this Agreement, APL may provide Project Overviews to Influencer from time to time. If Influencer accepts the Project Overview, Influencer will provide APL with the Services as more specifically described in the applicable Project Overview. Influencer will be solely responsible for the performance of the Services; Influencer agrees to make any Influencer Content produced with respect to the Project Overview available to APL in accordance with the timing set forth in the Project Overview, which timing may be revised by APL from time to time and mutually agreed upon with influencer.
- Ownership. Ownership/Licensing of Influencer Content. Influencer hereby grants to APL, its successors and assigns, a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, transferable license to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize ONLY Influencer Content provided to Bamboobies per this agreement in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same.
- Non-Exclusivity. Influencer has the right to provide content services to others during the Term of this Agreement provided that: (a) such other engagement or performance does not interfere in any way with the timely and professional performance of the Services to APL; (b) such other engagement or performance does not conflict with any active Project Overviews or any other agreements between APL and Influencer (i.e. an engagement for a competitive brand or product). APL has no obligation to propose Project Overviews to Influencer and may receive content services from other influencers during the Term of this Agreement.
- Consent to Use Name and Likeness and Release of Claims. Influencer hereby authorizes and grants to APL, its successors and assigns, and for the purpose described in this document, the irrevocable right to use, re-use, adapt, modify, exhibit, distribute, edit and otherwise exploit, Influencer’s name, likeness, image, photograph, voice, biography, interview, statements and/or performance live and recorded (“Name and Likeness”), together with all Influencer Content that Influencer provides to APL, without further payment or consideration, in any and all manner, media or formats now known or hereafter devised, in whole or in part, as edited and otherwise altered, throughout the world, in perpetuity. Influencer agrees that APL, its successors and assigns, may use Influencer’s Name and Likeness in any advertising, promotion or marketing of as described in the Project Overview. Influencer expressly releases APL from any and all claims arising out of use of Influencer’s Name and Likeness described above, including but not limited to claims for blurring, distortion, or editing. Influencer further expressly releases and discharges APL of and from any and all claims arising from Influencer’s participation, including, without limitation, any claims for defamation, false light, invasion of privacy, violation of the rights of publicity, misappropriation of name and likeness, breach of confidence, trademark infringement, unfair competition, and copyright infringement.
3.0 REPRESENTATIONS AND WARRANTIES.
- By Each Party. Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.
- By Influencer. Influencer represents, warrants and covenants that: (a) Influencer is the original author and sole owner of the Influencer Content and the Work or otherwise has obtained all necessary rights, licenses, permissions, consents and the like to grant the assignment and license described above. Influencer will comply with the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission, including FTC Endorsement Guidelines available at 16 C.F.R. Part 255. (d) Influencer Content does not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information.
- By APL. APL represents, warrants and covenants that: (a) APL is the original author and sole owner of any content provided by APL for Influencer’s use in performance of the Services or otherwise has obtained any consent from sources needed; (b) no content provided by APL for Influencer’s use shall infringe on or violate any IPR or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission; (c) no content provided by APL Influencer’s use contains malicious or harmful code.
4.0 LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT OR ANY PROGRAM DETAILS, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
- Taxes. Influencer shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Influencer shall be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees.
6.0 TERM AND TERMINATION.
- This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time by written notice to the other party.
- Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate.
7.0 INDEMNITY. Influencer, to the maximum extent permitted by law, shall defend, protect, indemnify and hold the APL, its successors and assigns, harmless from and against any and all losses, demands, damages, liabilities, interest, awards, judgments, settlements and compromises relating to any third-party claims, actions or causes of action, or suits, and all reasonable attorney’s fees and other fees and expenses in connection therewith which may be incurred by a APL, arising out of, due to, or in connection with, directly or indirectly, the provision of the Services or breach of this Agreement.
8.0 GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Minnesota, U.S.A.
Apothecary Products, LLC