InfluencerCollaboration Terms
THIS COLLABORATION AGREEMENT terms and condition apply in full force and effect to any Collaboration Order(s) (“CO”), (collectively, “Agreement”) by and between DAVID’S BRIDAL, INC., a Delaware corporation with its principal business offices located at 630 Allendale Road, Suite 250 King of Prussia, PA 19406 (“David’s”, or “we”) and the entity/individual named on the respective CO (“Influencer” or "you") . Influencer agrees to be bound by the terms and conditions of this Agreement.
1. Content. During the Term, you agree to perform the scope of work set for in the respective CO. All content, text, images, videos, audios, GIFs, infographics, carousels, stories, reels, streams, polls, threads, memes, or any social media posts ("Content") will conform to the specifications and instructions outlined in the respective CO. All Content must meet the following requirements:
(a) Your Content must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials ("Endorsement Guides"), for which links are provided herein. You must clearly and conspicuously disclose your "material connection" with us, making it clear that you are a paid influencer and have received free products, services, travel, and/or other incentives. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products and services. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform, where you can use hashtags for the disclosure (like #ad or #sponsored). Any specific language and placement requirements for Content are set out in the respective CO. If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
(b) Your Content to be authentic and should only include factual statements about David’s, our products and our services which you know for certain are true and David’s can prove or verify. We may provide you with a list of verified factual statements that you may use in your Content. Your Content should also accurately use our trademarks, describe the campaign (if applicable), and describe our products and services.
(c) Your Content will reflect your own honest opinions, beliefs, and experiences.
(d) Your Content will be original and created solely by you.
(e) Your Content will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
(f) Your Content will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided by us.
(g) Your Content will comply with the rules of the applicable social media platforms.
(h) Your Content will comply with our standards of conduct and any other policies or guidelines we provide you.
(i) Your Content will comply with all applicable laws, rules, and regulations.
(j) Your Content will Present the Company’s product(s) and/or services in a positive, authentic, and brand-appropriate manner.
2. Standard of Conduct. With respect to Content made about David’s and our products, services, and/or brands, all Influencers must adhere to the following standards:
(a) You must comply with the Federal Trade Commission's (the "FTC") Guides Concerning Endorsements and Testimonials, including making statements that reflect your honest beliefs, opinions, and experiences with clear and conspicuous disclosure about your connection to us in all of your Content. To better understand your responsibilities under the Endorsement Guides, review: (i) The FTC's Endorsement Guides: What People Are Asking ; (ii) FTC: The Do's and Don'ts for Social Media Influencers ; (iii) FTC: Disclosures 101 for Social Media Influencers; and (iv) FTC: Do you endorse things on social media?
(b) You may not (i) make deceptive or misleading claims about our products and/or services or our competitors' products or services; (ii) make any claims about our products and/or services or our competitors' products or services that are not backed up by evidence; (iii) disclose any of our confidential information; (iv) disparage David’s or our brands, products, and/or services; (v) engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others; (vi) offer for sale or solicit products on behalf of David’s; (vii) make offensive comments that have the purpose or effect of creating an intimidating or hostile environment; (viii) post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age; (ix) use ethnic slurs, personal insults, obscenity, or other offensive language; and (x) make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving David’s consumers or other individuals.
(c) You must adhere to: (i) the posted policies, guidelines, and terms of use on any platform on which you post ontent on behalf of David’s, understanding that any these platforms' disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and (ii) any additional guidelines provided by David’s, such as product, service, brand specific program requirements and our Social Media policies.
(d) You must not create fake followers or engagement on social media platforms, such as: (i) buying followers; (ii) using bots to grow audience size by automating account creation, following, commenting, and liking; or (iii) post fake sponsored content.
3. Monitoring Content. You understand that we will be monitoring your Content for compliance with this Agreement. We have the right to address noncompliant Content by any taking any of the following actions alone or in combination:
(a) Requiring you to fix the Post.
(b) Fixing the Post ourselves or through one of our agencies.
(c) Withholding payment of all or a portion of the fee/Consideration (as defined below).
(d) Terminating the Agreement for a material breach.
4. Ownership; Grant of Rights. You will own and retain all right, title, and interest in and to the Content, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Content made by us, or by any third party for our benefit subject to your rights in the underlying Content. You hereby grant to David’s and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, a perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Content, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Content; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Content, including any derivative works of the Content, in whole or in part.
5. Use of Your Name, Likeness, and Information. You hereby grant to David’s, our affiliates, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available)/provided by you from time to time (collectively, "Likeness") in connection with the campaign, the Content, and any derivative works we make from the Content, including to advertise and promote the same or any product and/or service] that features or includes at least one of the Content or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
6. Payment. We will pay you a fee or provide goods ("Consideration”) as set forth in the respective CO. If no Consideration is set forth in the respective CO, we will pay you $100 as Consideration for completing and publishing all the Content that comply with the terms of this Agreement. Timing of the provision of the Consideration will be set forth in the respective CO.
7. Confidentiality. You understand that you may be exposed to information about David’s products/services, advertising campaign, marketing/brand strategies, and ideas that may not have been disclosed to the public ("Confidential Information"). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with a campaign and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than expressly authorized. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for three (3) years.
8. Representations and Warranties. You represent and warrant that you are at least eighteen (18) years of age and are not a member of SAG-AFTRA. By providing the Content to us, you further represent and warrant that the Content:
(a) are your sole and original creation;
(b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
(c) are not libelous or otherwise defamatory; and
(d) do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
9. Indemnification and Damages. You agree to indemnify, defend, and hold harmless David’s and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys' fees and disbursements, arising from or relating to any material breach by you of your representations, warranties, or other obligations hereunder. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL DAVID’S LIABILITY EXCEED $200, REGARDLESS OF THE THEORY ADVANCED.
10. Term and Termination. This Agreement is effective for twelve (12) months from the Effective Date ("Term") unless otherwise expressly extended by the parties.
(a) Influencer Termination. You may terminate this Agreement if we commit a material breach of this Agreement and fail to cure the breach within five (5) days of receiving notice of the breach from you. We may terminate this Agreement if you commit a material breach of this Agreement and fail to cure the breach three (3) days of receiving notice of the breach from us. We may terminate this Agreement immediately on written notice to you if you materially or repeatedly breach this agreement. To avoid any doubt, failure of a Post to comply with the requirements herein is a material breach.
(b) David's Termination. David’s may terminate this Agreement immediately on written notice to you if you:
(i) commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; or
(ii) commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon David’s or reduces the commercial value of our association with you; or
(iii) information becomes public about your having, in the past, so conducted yourself as in (i) or (ii).
11. Relationship of the Parties.
(a) You understand that you are an independent contractor of David’s, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind David’s and will not make any agreements or representations on our behalf without our prior written consent.
(b) We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
12. Miscellaneous.
(a) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. David’s may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
(b) This Agreement is governed by and construed in accordance with the laws of Pennsylvania without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Content in the federal or state courts in each case located in Pennsylvania.
(c) If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and David’s and supersedes any oral or written statements made by or to you in connection with a campaign and the Content. This agreement may not be modified except by a written agreement that is signed by an authorized representative of David’s.
THE PARTIES EXPRESSLY AGREE THAT ANY CO BY AND BETWEEN DAVID’S AND INFLUENCER SHALL BE GOVERNED BY THIS AGREEMENT. INFLUENCER AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS FOR ALL CONTENT RELATED TO DAVID’S.
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