Fame House Influencer Terms and Conditions
These Fame House Influencer Terms and Conditions (the “Influencer Terms”) are entered into by and between you (“Influencer” or “You” or “Your”) and Fame House, a division of Fame House, Inc. (“Fame House”). Influencer and Fame House will collectively be referred to as the “Parties” and each individually as a “Party.” These Influencer Terms shall govern all social media marketing, digital, and content-related services provided by Influencer on behalf of any such Fame House client (“Client(s)”), pursuant to an applicable scope of work (“Scope of Work”) agreed between the Parties. These Influencer Terms become effective as of the Scope of Work effective date (the “Effective Date”).
Fame House and the Client(s) specified in an applicable Scope of Work require Your strict compliance with industry best practices, including full, fair and effective disclosures of material facts relating to your relationship with Client in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (“FTC Guides”). As such, we require that You adhere to the Influencer Guidelines set forth immediately below (the “Guidelines”) included in these Influencer Terms when blogging, tweeting, posting, or otherwise publishing content and information about Client or Client’s products and/or services. The Influencer Guidelines and these Influencer Terms shall hereinafter be referred to collectively as the Influencer Terms.
I. Influencer Guidelines
Respect Intellectual Property Rights. Intellectual Property is the group of legal rights that protect the content/works that people create or invent (the “Work(s)”). Intellectual property rights typically include copyright, trademark, and trade secret rights, as well as the right to use someone’s name, likeness, image, or voice. Examples include photographs, videos, music (including song lyrics), trademarks/logos (e.g. Nike), brand names or brand packaging (e.g. Coca-Cola, McDonald’s), personal names/likenesses (including celebrities’ names/likenesses), quotes and writings. You should never post or share any content including these elements without obtaining written permission to do so from the third-party who owns the rights, as this would constitute a violation or infringement of their intellectual property.
What This Means from a Practical Standpoint:
- You should not post or share any Works that You do not own or have a proper license to use or have not been authorized by Client for usage.
- You should get permission from any third-parties featured in photos and other content that You post. For example, a signed release, waiver, or other form of written permission from those third-parties; even if You took the photo yourself, know the individuals involved, and/or obtained only verbal consent.
- If You are unsure about a Work, particularly in instances where a Work includes a third-party’s trademark/logo (e.g. a Coke can or Louis Vuitton bag), or music, film or television clips, or a celebrity’s name, photo or image, You should check with Client before using the Work. A good rule of thumb is, if in doubt, do not post it.
- Obtaining such rights for third party Intellectual Property use is solely Your responsibility, unless otherwise agreed upon explicitly in an applicable Scope of Work between Fame House and You.
Disclose Your Connection to Client. As set forth in the Influencer Terms, when blogging or posted about Client or Client’s products or services, You must clearly disclose your “material connections” with Client, (i.e. the fact that your post is “sponsored by Client”) and include any hashtags required by the Federal Trade Commission (FTC), and/or requested by Fame House or Client (such as #ad or #sponsored). “Material connections” may be defined as any connection between an Influencer and a marketer that could affect the credibility consumers give to that Influencer’s statements. Important examples of “material connections” include consideration (i.e., benefits or incentives such as monetary compensation, loaner products, free products or services, in-kind gifts, or special access privileges) provided by a marketer to a You. Note that while Fame House and/or Client may provide recommendations and options for disclosures, neither Fame House nor Client will be responsible for any failure by You to comply with the FTC Guides or any failure by You to obtain all third-party clearances and permissions with respect to content You post.
Maintain Clear and Prominent Disclosure. Disclosures should be made in close proximity to any statements that You make about Client or Client’s products. This disclosure should be clear and prominent enough for consumers to view it when they are reading your posts. This means that the disclosure should not be buried behind links or in terms and conditions (or in similar documents). In addition, the consumer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium (e.g., Twitter). Where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad, preferably place at the beginning of the tweet.
Give Your Honest and Truthful Opinions. Your statements should always reflect your honest and truthful opinions and actual experiences. If a statement is not your opinion, but rather something that Client has asked You to say, this fact should be made clear to readers.
Only Make Factual Statements That Are Truthful and Can Be Verified. Only make a factual statement about Client or Client’s product/service’s characteristics or quality which You know for certain is true and can be verified. For example, do not make statements about the performance of a product unless You have support for such claims. Remember that even if You do not expressly state a fact, it may be implied, and these Guidelines apply to both express and implied messages.
Do Not Send E-mail Messages on Fame House or Client’s Behalf. Unless expressly requested to do so in an applicable Scope of Work, You are not permitted to send any e-mails on Fame House’s or Client’s behalf, nor will Fame House or Client provide You any compensation if You send any emails on its behalf.
Comply with other policies and laws. You should comply with the terms, conditions, guidelines and policies of any platform, website, or service that You use and all applicable laws. For instance, if a service says it may not be used for commercial purposes, then You should not promote Client or Client’s products or services on such a site.
Protect Your Personal Information. Protect your privacy by keeping in mind that your posts are public. Don’t share personal or sensitive information about You or your family that You may not want to make available to the public.
Respect Others’ Privacy. Do not include personal information about any third-party that has not been voluntarily made available by them for You to share in your posts. This includes any information that may make it possible for someone to reasonably identify another person.
II. Other Terms and Conditions.
- Engagement. In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Fame House engages Influencer to perform, and Influencer agrees to perform, the services specified on one or more Scope of Works entered into by Influencer and Fame House (the “Services”) for the fees and compensation set forth in the Scope of Work. Except as otherwise expressly provided herein, Influencer will perform the Services at its own expense and using its own resources and equipment. Influencer shall provide/deliver to Fame House all data and information relevant to the Scope of Work as requested by Fame House and when applicable, within one (1) business day of such request; such data and information may include but is not limited to: engagement metrics on social media, follower acquisition metrics on social media, web traffic data, short link data, email addresses collected, phone numbers collected, sales data, and any other applicable and/or specifically requested data or information.
- Intellectual Property Rights
- Work Product. Influencer shall perform the Services and develop any work product hereunder for Fame House and/or Client as a “work made for hire” according to U.S. Copyright law, and such work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by Fame House and/or Client. In the event any portion of the Work Product is not considered “work made for hire” or as otherwise necessary to ensure full ownership of the Work Product by Fame House, Influencer hereby assigns to Fame House and/or Client all right, title, and interest in and to such Work Product. Influencer will sign any additional documents that may be reasonably necessary to effect such assignment.
- Intellectual Property Rights. No license or other right of any kind is granted by Fame House or Client to Influencer, except as expressly provided in these Influencer Terms. Influencer shall not use Fame House’s or Client’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in the Scope of Work.
- Influencer’s Content and Attributes. For the Services which Influencer is providing under these Influencer Terms and without limiting Fame House’s and/or Client’s ownership of the Work Product as specified above, Influencer grants Fame House and Client the irrevocable, sub-licensable, worldwide right and permission to use any Work Product or other Work(s), video, photo, written or verbal content Influencer shares or provides related to the Services (collectively, “Client-Related Content”) in any manner, in whole or in part, and for any purpose in any and all media, including and without limitation, on Fame House and/or Client-owned and/or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity throughout the universe. Any statements, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form. Influencer agrees that content publicly posted pursuant to a Scope of Work for Fame House and Client(s) will remain live on the applicable Influencer site or social media platform for no less than one (1) calendar year unless Fame House explicitly requests in writing for Influencer to remove such content or post. For avoidance of any doubt, Influencer will not delete any content posted in pursuant to a Scope of Work unless there is explicit instruction from Fame House to do so; Influencer’s breach of this express obligation will result in forfeiture of all monies paid to You for Your services rendered under such Scope of Work (in an amount equal to the full value of all services under such Scope of Work) and Fame House shall be entitled to, and you shall return all such monies to Fame House, within ten (10) business days of the deletion of content. This obligation shall be enforceable and valid whether or not such deletion of content was effected by (i) You specifically; or (ii) constructively (cancellation of your social media account(s) for non-compliance with any such platform(‘s) terms of service or other indirect causes within Your reasonable control); and (iii) with our without written notice from Fame House. Influencer further agrees that Fame House and/or Client may contact (including by means of messages on public social media platforms) Influencer about any Client-Related Content. Influencer acknowledges that participation in the Services means Fame House and Client can use Influencer’s Client-Related Content and include Influencer’s name/likeness/social media handle or channel/blog name and any other Influencer attributes in any manner that Fame House and/or Client determine supports the purposes of these Influencer Terms, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio). Influencer agrees that Influencer will not hold Fame House or Client, or their respective licensees, responsible for any liability resulting from their use of Influencer’s Client-Related Content in accordance with the terms hereof. Fame House and Client shall not be liable for any indirect, consequential, exemplary damages (including but not limited to lost profits) and the combined, aggregate liability of Fame House and Client hereunder shall not exceed the total of the fees payable to Influencer under the Scope of Work.
- Representations and Warranties; Disclosure; Approval; Indemnity.
- Influencer represents and warrants that: (i) Influencer has the right to assign the Work Product to Fame House as set forth in Section 2; (ii) the Work Product and other Client-Related Content supplied by You will be original and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person, whether contractual, statutory or common law; (iii) the Services rendered by Influencer shall be promptly rendered with due care and shall be of first rate quality; (iv) Influencer shall not, during the term of these Influencer Terms, render any services of any kind directly or indirectly for any company competitive with Fame House or Client or conduct or participate in any program, promotion or other project that would detract from the Services Influencer is providing hereunder for the six (6) month period beginning upon the date of completion of all Your services under an applicable Scope of Work; (v) Influencer will not commit any act which brings Fame House or Client into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Fame House’s advertising materials are directed, or which might tend to harm Fame House or any of Fame House’s or Client’s products or services including, without limitation, disparaging Fame House, Client, their products or services, or their competitors; (vi) Influencer’s statements, posts and feedback are true and accurately reflect Influencer’s honest opinion and experience with Fame House, Client, and their competitors’ products and/or services to the extent applicable, (vii) Influencer agrees that time is of the essence in connection with these Influencer Terms and all deadlines provided by Fame House, and (vii) Influencer will comply with all applicable federal, state and local laws, regulations, administrative guidelines, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party web sites, platforms or applications, including by making disclosures in accordance with the FTC Guidelines (as further defined and detailed in 3(c) below) in rendering the Services herein.
- DISCLAIMER. EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE FAME HOUSE PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, FAME HOUSE DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FAME HOUSE PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
- Disclosures. Fame House believes in full transparency and in full, fair and effective disclosures of material facts relating to Influencers’ relationship with Fame House. As such, in accordance with the most recent FTC Endorsement and Testimonial Guidelines (“FTC Guides”), Influencer represents and warrants that it will include a visible disclosure with all Client-Related Content that Influencer shares publicly, stating that Influencer has a material connection to the Client and was compensated or otherwise incentivized to post the Client-Related Content. Fame House and Client reserve the right to specify the form and content of such disclosures. Notwithstanding the termination provisions set forth in Section 7, Fame House reserves the right to immediately terminate these Influencer Terms if Influencer fails to make adequate and/or compliant social media and/or other disclosures in the manner set forth in the FTC Guides and/or as instructed by Fame House, of which such failure shall be deemed a material breach of the Influencer Terms incapable of cure.
- Fame House and Client shall have the right to inspect and/or approve the topics and content of blogs and/or social media posts and other Client-Related Content at any time prior to posting by Influencer irrespective of whether such right of approval is expressly stated in a Scope of Work, and further, to request revisions if such materials are not approved. Unless expressly stated otherwise in an Applicable Scope of Work, Fame House and Client endeavor to communicate any such request for revision to Influencer within two (2) business days of Influencer’s initial submission of such materials and Influencer agrees to submit revised materials within twenty-four (24) hours of its receipt of such request from Fame House and/or Client.
- Indemnification. Influencer agrees to defend, indemnify and hold harmless Fame House, Client and their respective officers, directors, employees, business partners, affiliates, divisions, parent companies, and agents, from and against any and all third-party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Influencer’s breach of any of its representations and/or warranties hereunder, (ii) the authorized use of the Work Product and other Client-Related Content or exercise of the rights granted hereunder, (iii) Influencer’s use of third-party products or content in performing the Services; and (iv) Influencer’s negligence or willful misconduct.
- Release. Influencer hereby agrees, for his or herself, his or her heirs, executors and administrators, to release, waive, discharge, absolve, agree to hold harmless, and covenants not to sue, Fame House, Client and their respective agents, employees, officers, directors, affiliates, divisions, parent companies, successors and assigns (collectively, “Released Parties”), from and/or in relation to any and all liability, loss, harm, damage, injury, cost or expense whatsoever which Influencer, his/her heirs, executors, administrators and assigns had, now have or hereafter may have, by reason of any matter connected in any way with the Released Parties’ exercise of their express or implied rights hereunder, including but not limited to the right to use Influencer’s name, voice or likeness, it being understood that the Release Parties shall be free to use Influencer’s name, voice and likeness in any manner in connection with the Client-Related Content or otherwise in support of the purposes of these Influencer Terms.
- Influencer must be at least 18 years of age to perform services in this capacity for Fame House. Influencer hereby represents and warrants that Influencer is at least 18 years of age and has the legal right to contract in Influencer’s own name. Influencer must provide acceptable, state-issued proof of age prior to performance of services under a Scope of Work.
- Relationship of Parties. Influencer’s relationship with Fame House is that of an independent contractor, and nothing in these Influencer Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that Fame House may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of Fame House or Client unless specifically requested or authorized in writing to do so by an authorized officer of Fame House or Client, as applicable, or both. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under these Influencer Terms and will hold Fame House and Client harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by Fame House for the payment of any social security, federal, state, or any other employee payroll taxes.
- Confidential Information. Unless authorized by Fame House, Influencer agrees to hold all Confidential Information in strict confidence, not to disclose Confidential Information to any third-parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under these Influencer Terms. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by Fame House or Client to Influencer related to these Influencer Terms or the current, future, and proposed business, products, and services of Fame House or Client.
- No Conflict of Interest/Non-Circumvent. Influencer warrants and represents that it is not subject to any obligations that may be inconsistent or incompatible with Influencer’s obligations under these Influencer Terms. Influencer will not accept and has not accepted, within the six (6) month period both prior to the Effective Date and after the expiration or earlier termination of an applicable Scope of Work, any such inconsistent or incompatible obligation(s), including any obligations to perform services for any company or individual whose goods, services, and/or brand compete with those of Client. Further, Influencer acknowledges and agrees that Fame House’s relationships with its customers, including Client(s), and other brands, artists, influencers, celebrities, event companies, agencies and entities that use Fame House’s services (“Customers”) are of great value to Fame House. Accordingly, Influencer agrees that during the term of this Agreement and for no less than one (1) year thereafter, Influencer will not directly or indirectly solicit or engage any Fame House customers, including but not limited to any such Client(s) that You may have supported under an applicable Scope of Work, for the provision of services similar to those provided by Fame House, without Fame House’s express and advance, written approval.
- Term and Termination
- Term. The initial term of these Influencer Terms shall commence on the Effective Date and continue in full force and effect until terminated as set forth herein or until completion of all Services specified in the Scope of Work, whichever is sooner.
- Termination. Fame House may terminate these Influencer Terms and/or Your services under any Scope of Work: (i) immediately in the event of a breach of these terms by Influencer; or (ii) for convenience at any time. Upon any such termination, Influencer must return any materials provided and maintain the confidentiality of any data or information obtained during the term, either directly shared with You by Fame House or Client, or indirectly discovered, overheard, or deduced by You as a result of Your participation.
- Survival. The rights and obligations contained in Sections 2, 3, 5, 6, 7, and 8 will survive any termination or expiration of these Influencer Terms for any reason.
- Miscellaneous. Influencer will not be entitled to, and hereby waives any right to seek, injunctive relief to enforce the provisions of these Influencer Terms, and Influencer’s sole remedy for any breach by Fame House shall be to recover monetary damages, if any, subject to the terms and conditions herein. Influencer may not subcontract or otherwise delegate Influencer’s obligations under these Influencer Terms without Fame House’s prior written consent. Subject to the foregoing, these Influencer Terms shall benefit and bind the Parties’ successors and permitted assigns. Fame House shall have the right to modify and/or update these Influencer Terms from time to time to ensure continued compliance with all applicable regulations and internal policies. Updates to these Influencer Terms will be reflected by the insertion of a revised ‘Last Updated’ date. Client’s continued use of the Fame House Services beyond the Last updated date shall be deemed to be Client’s consent to continue to be bound by these influencer Terms, as updated. These Influencer Terms shall be governed in all respects by the laws of the State of New York and Influencer agrees that unless otherwise indicated by Fame House any action arising from or relating to these Influencer Terms shall be brought exclusively in a state or federal court located in New York, New York. Should any provisions of these Influencer Terms be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of these Influencer Terms shall not be affected or impaired thereby. The waiver by either Party of a breach of any provision of these Influencer Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party. The headings or titles in these Influencer Terms are for the purposes of reference only and shall not affect the interpretation of and such terms and conditions therein. These Influencer Terms (including the applicable Scope of Work) constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.