Influencer Agreement Order

Terms & Conditions

Hopper Editors - Jan. 1, 2021

Influencer Agreement

Terms & Conditions

These Influencer Agreement Terms & Conditions (the “Terms”), as incorporated into any Influencer Engagement Order (“Order,” and together with these Terms, the “Agreement”), shall govern the provision of all services by the Person identified in such Agreement (“Influencer”) to Hopper (USA), Inc. and its parent, subsidiary and affiliate organizations (“Hopper”).  Each of Influencer and Hopper may be referred to as a “Party” and, collectively, as the “Parties.” 

1. DEFINITIONS: In addition to terms defined in any Order, the following terms used in the Agreement shall be construed as follows:

“Influencer Content” means all content, works, media, and materials, and other intellectual property, created or developed by the Influencer prior to the Effective Date and/or created during the Term independent from the development, creation and publication of the Deliverables.

“Hopper Content” means all intellectual property rights (including without limitation all copyright, patent, trademark, and trade secret rights), title, and interest to and in: the Hopper mobile apps and websites, and all software, inventions, technology, tools, design, ideas, layouts, interfaces, campaigns, and schemes created or used in connection therewith; any Hopper trademarks, service marks, and logos of Hopper, whether or not registered; and all tangible representations of the foregoing. 

“Deliverables” means all video, images, audio, concepts, scripts, artwork, text, sketches, layouts, storyboards, clips, stories, transcripts, drafts, published social media, reports, analytics, and any other materials created by Influencer and related to the services provided to Hopper under this Agreement as specified in an Order.

“Influencer URL” means a custom link generated by Hopper and provided to Influencer specific to a Deliverable, to be attached or embedded in a publication enabling viewers to click to visit the destination.

2. INFLUENCER OBLIGATIONS: Influencer shall produce Deliverables as specified in the Order subject to all included specifications and limitations, and provide Deliverables to Hopper on or before specified delivery dates. Hopper shall have the right, in its sole discretion, to approve the Deliverables prior to any distribution or publication of the Deliverables. Influencer will use reasonable efforts to make changes to Deliverables as requested by Hopper prior to distribution or publication. Upon written approval by Hopper, which may be via email, Influencer shall distribute and/or publish the approved Deliverables as specified in the Order including via all specified Channels. The date of distribution of promotion of each approved Deliverable shall be referred to as the “Premiere.” Following the Premiere, an approved Deliverable shall remain published for not less than four (4) weeks unless specified otherwise in an Order. Influencer represents and warrants that: (a) all opinions expressed by the Influencer will be honest and truthful, and will comply will all federal, state, and local laws and regulations, including without limitation the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and the WOMMA (Word of Mouth Marketing Association) Code of Ethics and Social Media Disclosure Guide; (b) the Deliverables will not violate the terms of service of any third-party site or tool used to create or publish the Deliverables; and (c) Influencer is the rightful owner of all right and title to use all content included in the Deliverables and the Deliverables will not infringe or violate the intellectual property rights or other rights of any Person. During the Term of this Agreement or for a period of six (6) months thereafter: (x) Influencer shall not make any statements which are negative, defaming or potentially damaging in any way whatsoever to Hopper or Hopper’s products or services; and (y) Influencer will not engage in any conduct in violation of applicable laws or that may bring Influencer into public disrepute, contempt, scandal, or ridicule, or that may, given the connection between Influencer and Hopper, tend to damage the goodwill attached to the Hopper Content, or the image or reputation of Hopper.

3. PAYMENT & HONORARIUM: In consideration of all obligations set forth in Section 2, Hopper shall pay and/or provide to Influencer the amount of money and/or items of value (such as specified airline tickets) in kind, as outlined in the Order, if applicable (“Payment”). Payments shall be made to the Influencer within thirty (30) days of the Premiere, unless specified otherwise in the Order. No late Payment penalties, charges or fees shall be applied unless expressly agreed upon in writing. No expenses shall be compensated or reimbursed by Hopper to Influencer unless specified expressly in the agreed-upon Order. Payment specified in the form of Round-Trip Airline Tickets shall be purchased by Hopper for Influencer according to the terms in the Order. No Payment shall be made to Influencer prior to delivery to Hopper of a valid and completed Form W-9. Influencer shall be solely responsible for the payment of any applicable taxes.

4. OWNERSHIP: Influencer shall own all rights, including copyright, to the Deliverables, and hereby grants to Hopper a non-exclusive, irrevocable, perpetual, global license to use, display, publish, sublicense, modify, edit, promote, broadcast, and distribute the Deliverables for any purpose. Hopper shall not modify or edit any Deliverable in a manner that is derogatory to the Influencer.  Influencer hereby grants to Hopper a limited license to any Influencer Content incorporated into any Deliverable solely as necessary to  enable Hopper to exercise its rights to the Deliverables. Any other use of Influencer Content by Hopper is prohibited. Hopper hereby grants to Influencer, during the Term, a limited, non-transferable license to use Hopper Content solely for the purposes of creating and publishing the Deliverables.  Any other use of Hopper Content by Influencer is prohibited

5. TERM: The Term of this Agreement shall begin on the Effective Date (as defined in the Order) and shall remain in effect until the earlier of: (i) three (3) months after Premiere of all approved Deliverables; and (ii) six (6) months after the Effective Date, unless earlier terminated by either Party. Either party may terminate the Agreement at any time for any reason by giving no less than three (3) days written notice to the other.  Hopper shall pay to Influencer any Payments due or owing at the time of termination within ten (10) days of termination.

6. NO EMPLOYMENT: Nothing in this Agreement is intended to, or shall operate to, create a partnership, joint venture or employer-employee relationship between the Parties. Influencer shall at all times act as an independent contractor to Hopper, without the power or right to act on behalf of Hopper

7. CONFIDENTIALITY: Influencer acknowledges and agrees that the Agreement, and all other documents, information, and know-how relating to services to be provided by Influencer, and any materials provided to influencer by Hopper concerning the product, business and/or marketing methods and strategies employed by Hopper (the “Confidential Information”) constitutes valuable confidential and proprietary information of Hopper. Influencer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Purchaser’s prior written consent in each instance, use, disclose or otherwise make available to any Person, either directly or indirectly, all or any part of the Confidential Information.he Term of this Agreement shall begin on the Effective Date (as defined in the Order) and shall remain in effect until the earlier of: (i) three (3) months after Premiere of all approved Deliverables; and (ii) six (6) months after the Effective Date, unless earlier terminated by either Party. Either party may terminate the Agreement at any time for any reason by giving no less than three (3) days written notice to the other.  Hopper shall pay to Influencer any Payments due or owing at the time of termination within ten (10) days of termination.

8. INDEMNIFICATION & LIMITATION OF LIABILITY: Influencer agrees to indemnify and hold harmless Hopper, and its directors, officers, employees, independent contractors, and agents, from and against any and all third party claims, damages, losses, costs and expenses (including reasonable legal costs) relating to any breach by Influencer’s of this Agreement or the warranties and representations herein. Hopper’s liability to Influencer for any claim relating to this Agreement shall not exceed the amounts or value of any Payment called for by Hopper to Influencer, as specified in an agreed-upon Order. Hopper shall not be liable to Influencer for any fees, damages, or other charges incurred by influencer related to this Agreement or the Payment. IN NO EVENT SHALL HOPPER BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES ON ACCOUNT OF LOST PROFITS, REVENUES, AND BUSINESS OPPORTUNITIES. The limitations and exclusions of liability in this paragraph shall apply notwithstanding the basis for the liability or damages, whether arising in contract, tort (including negligence), strict liability, under statute, or otherwise, and whether or not a Party knew the damages may have been incurred. The provisions of this paragraph shall survive termination of this Agreement.

9. WARRANTIES: Influencer represents, warrants, and agrees that: (i) it is free to enter into this Agreement and to grant the rights and licenses herein granted to Hopper; (ii) Influencer has not entered and will not enter into any contract or agreement that conflicts with the provisions hereof or which would interfere with the full and complete performance by Influencer of their obligations hereunder or the exercise by Hopper of any of the rights and licenses herein granted; (iii) there are no prior or pending claims, administrative proceedings, civil lawsuits, criminal prosecutions or other litigation matters, affecting Influencer that would or may interfere with Hopper’s full and complete exercise of any rights or licenses granted hereunder.

10. MISCELLANEOUS PROVISIONS: This Agreement constitutes the entire understanding and agreement between Influencer and Hopper and supersedes any and all prior or contemporaneous representations or understandings concerning its subject matter. This Agreement may not be assigned, except that Hopper may assign the Agreement to any successor in interest. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules and without regard to conflicts of laws principles. Jurisdiction and venue for any court proceedings relating to this Agreement  shall be vested exclusively in the state or federal courts sitting in Boston, Massachusetts, and the Parties hereby consent to such jurisdiction and venue.

Appendix  A:  Brand Media Specifications

Goal: The purpose of these Brand Media Specifications is to ensure high quality Deliverables that are archivable and usable across a number of mediums and channels.

Video Recording Quality: Influencer must provide high resolution, unedited video recordings, as well as final stories, clips, audio, posts, copy and any part thereof developed or modified during creation of social media posts. Where possible, Influencer should film in high resolution cameras or smartphone apps: at least 1080x1920 for vertical videos and at least 1920x1080 for horizontal videos.. Filming directly in other apps (such as within Instagram) can reduce the resolution of the recording, and should only be done if absolutely necessary.  It is preferred that Influencer film in both vertical and horizontal camera modes, even if only one format is contracted to be posted. 

When shooting selfie footage, try and keep yourself against one background at a time. Too much panning or zooming can make our viewers dizzy, and make it hard for us to edit the clips together. Have a tripod or a very steady arm? Even better!

Influencer URL: Hopper will provide a URL for use in conjunction with stories or posts. Influencer agrees to attach and link according to the instructions of the Hopper. Failure to successfully implement link could result in repetition of post. 

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