INFLUENCER TERMS

Last Updated: May 12, 2022

These Influencer Terms govern your relationship with Hooray Studios d.o.o., Dunajska cesta 5, 1000 Ljubljana, Slovenia, (the “Company” or “Hooray”) during and in relation to promotion of Company’s products on social media platforms. Your acceptance of these Influencer Terms is conditional upon your collaboration with Hooray and forms a binding contract between you (the “Influencer”) and Hooray.

PLEASE READ THESE INFLUENCER TERMS AND ANY SUPPLEMENTARY TERMS CAREFULLY.

1.       Definitions.

“Advertised Product(s)” means (i) in the event of Endorsed Collaboration, any product received by Influencer as a consideration for performance of the Services; and (ii) in the event of Paid Collaboration, any product specified under “Advertised Product(s)” section of the Statement of Work. The Advertised Product(s) consist of a Company’s book, the title of which is mutually agreed between the Parties and/or determined in the Statement of Work, as applicable, (the “Book”) and other accompanying product(s).

“Anti-Prestige Activity” means any (a) consumption of illegal drugs or other illegal substances, (b) performance in pornographic, vulgar, indecent media or media portraying intense and extreme violence,  (c) vulgar, criminal, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, threatening, excessively violent, harassing or otherwise objectionable behavior, and (d) any act or engagement which may incite, encourage or threaten immediate physical harm against another, including but not limited to acts or behavior that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual.

“Campaign” means all efforts, endeavors and undertakings made by the Parties under these Influencer Terms to promote the Advertised Product(s) and/or Company, its affiliates and related companies on the Influencer Social Media Account(s).

“Company” or “Hooray” means Hooray Studios d.o.o., with register address of Dunajska cesta 5, 1000 Ljubljana, Slovenia, and e-mail address for Notices at legal@hooraystudios.com.

“Company Content” means any Company’s names, characters and logos, trade names, service marks, confidential information and/or other intellectual property rights of Company or its affiliates, subsidiaries, and related companies.

“Company’s Guidelines” mean any guidelines and instructions given by Company before or during the Campaign, including the Campaign guidelines and any additional written instructions, including any instructions given through means of electronic communications (e.g. email).

“Company Social Media Accounts” means any and all, existing and future, social media accounts owned and/or controlled by Company and/or its affiliates, subsidiaries and related companies, including but not limited to social media platforms such as Facebook, Instagram, TikTok, LinkedIn, Twitter, Pinterest, and blogs.

“Company-Specific Deliverables” mean any result or proceed that is prepared specifically for Company during the course of providing the Services, including but not limited to all ideas, suggestions, themes, titles, materials, including the Content and the Editorial Content, and all results and proceeds of Influencer’s engagement hereunder, or any other work product that incorporates or is based on, in whole or in part, the Company Content, whether in writing or not.

“Content” means any self-produced photo and/or video content, post, text, message, graphic and other deliverable that features the Advertised Product(s) and is created by the Influencer for digital distribution pursuant to these Influencer Terms in accordance with Company’s Guidelines and/or based on Company Content.

“Coupon” means a coupon awarded to Influencer by Company for one hundred percent (100%) reduction up to the then-current market value of the Advertised Product(s) and the Shipping.

“Editorial Content” means any text, label or marker accompanying, explaining and contextualizing the subject of the Content published in the Social Media Post(s).

“Effective date” means a date on which Influencer accepts the terms of these Influencer Terms in accordance with Sections 2.3. or 2.4 of these Influencer Terms, as appropriate.

“Endorsed Collaboration” means collaboration between Company and the Influencer, where in kind consideration in form of Advertised Product(s) is agreed as the only consideration for the Services rendered.

“Influencer” or “You” means (i) in the event of Endorsed Collaboration, the person or legal entity providing the Services for the benefit of Company; and (ii) in the event of Paid Collaboration, the person or legal entity provided in the “Influencer” section of the Statement of Work.

“Influencer Social Media Account(s)” means (i) in the event of Endorsed Collaboration, the social media account managed and used by the Influencer to render the Services, where, except if expressly agreed otherwise, when the Influencer maintains two social media accounts, one as a private individual and the other as a public figure, it is presumed that the Influencer Social Media Account means the social media account managed by Influencer as a public figure and (ii) in the event of Paid Collaboration, social media accounts provided in “Influencer Social Media Account(s)” section of the Statement of Work.

“Influencer Terms” means these Influencer Terms together with any individual terms referencing these Influencer Terms (e.g. Statement of Work) supplied to you by Company and any materials, Company’s Guidelines, terms and documents referred to in these Influencer Terms.

“Licensing Period” means the period for which the Limited License under the Section 8.3 of these Influencer Terms is granted, duration of which is determined by the Parties in the Statement of Work or like document.

“Link to Company’s Website” means a unique link to Company’s Website as supplied by Company allowing Company to track post engagement.

“Paid Collaboration” means collaboration between Company and the Influencer, where monetary consideration is agreed between the Parties as a consideration for the Services rendered.

“Parties” means the parties contractually bound to these Influencer Terms, i.e. the Influencer and Company.

“Services” means promotion by the Influencer of Company and its affiliates and related entities, and their respective products as (i) mutually agreed between the Parties in the event of Endorsed Collaboration or (ii) as determined in the “Services” section of the Statement of Work or like document in the event of Paid Collaboration. If not otherwise agreed by the Parties, the Services shall include Production of the Content services and Publication of the Content and Editorial Content services as set forth in Section 3.1. of these Influencer Terms.

“Social Media Post(s)” means (i) in the event of Endorsed Collaboration, post or post(s), either permanent or temporary, of the Content and Editorial Content produced by the Influencer on the Influencer Social Media Account(s) as mutually agreed between the Parties; and (ii) in the event of Paid Collaboration, post or post(s), either permanent or temporary, of the Content and Editorial Content produced by Influencer on Influencer Social Media Account(s) as defined in the Statement of Work.

“Website” means www.hourraheros.fr and its subsites.

2.       General Collaboration Outline and Acceptance of Influencer Terms.

Initiation of Collaboration. Hooray may reach out to influencers with public image, social media profile and lifestyle consistent with the public image of Hooray, proposing collaboration for promotion of Hooray’s products. Alternatively, Hooray also encourages all interested influencers to get in touch with Hooray proposing collaboration independently and voluntarily. Having (i) reached out to an influencer and proposed the collaboration or (ii) having assessed at its own discretion that collaboration proposed by an influencer is beneficial and in the interest of Hooray and responded to collaboration in the affirmative way, Hooray and Influencer shall than discuss the specifics of the Campaign that need to be arranged on case-by-case basis and are so identified herein.

Agreement on Campaign Specifics. Hooray and the Influencer shall before the start of the Campaign agree on at least the following specifics of the Campaign (the “Specifics”): Advertised Product(s), Right of Use, Services, Social Media Post(s), Influencer Social Media Account(s), Deadlines for rendering of the Services, Compensation, if any, and address for notices.  In the event of Endorsed Collaboration, the Specifics shall be arranged via email correspondence between the Influencer and Company, whereas, in the event of Paid Collaboration, by execution of Statement of Work supplied by Company to the Influencer. After the agreement on all Specifics via email – in case of Endorsed Collaboration – or in the Statement of Work – in case of Paid Collaboration – the Influencer shall express their acceptance of the Influencer Terms in accordance with Section 2.3 or Section 2.4, as appropriate. After the valid acceptance of the Influencer Terms, Influencer shall personalize and order the Advertised Product(s) in accordance with Section 2.7. of these Influencer Terms and, having received the ordered Advertised Product(s), shall render the Services in accordance with Section 3 of these Influencer Terms.

Acceptance of the Terms for Endorsed Collaboration. When your cooperation with Company falls under the definition of Endorsed Collaboration, you shall indicate your acceptance and agree to the terms of the Influencer Terms, whether on behalf of yourself or legal entity you represent, by clicking the “Agree” button on the bottom of the clickwrap webpage supplied to you by Company and consisting of the text of these Influencer Terms.

Acceptance of the Influencer Terms for Paid Collaboration. In the event the terms of your cooperation with Company meet the definition of Paid Collaboration, you accept and agree, whether on behalf of yourself or a legal entity you represent, to the Influencer Terms by duly executing Statement of Work or any like individual terms supplied to you by Company.

Acceptance of Terms on Behalf of Legal Entity. If you are agreeing to these Influencer Terms on behalf of a legal entity, you represent and warrant that you are authorized to agree to these Influencer Terms on the legal entity’s behalf and bind them to these Influencer Terms.

Changes to this Influencer Terms. Company may modify, adapt, amend, or completely replace these Influencer Terms at any time by posting a revised version on the Website. The revised Influencer Terms shall become effective and binding on the Parties after three (3) days following the date of the posting of the revised Influencer Terms on the Website. When modifications, amendments, adaptations and replacements made are substantial, Company shall provide Influencer with notice of such revision in accordance with Section 17.4 of these Influencer Terms. All changes shall be deemed to have been accepted by Influencer unless Influencer notifies Company about their withdrawal from the Influencer Terms within the three (3) days’ implementation period needed for the revised Influencer Terms to come into force. In such case the effective day of Influencer’s withdrawal shall be the day on which the revised version of the Agreement comes into force.

Personalization and Ordering of Advertised Product(s). Prior to the performance of the Services in accordance with Section 3 of these Influencer Terms, Influencer shall personalize, if needed, and order Advertised Product(s) from the Website in accordance with Company’s instructions and Company’s Guidelines. The Influencer shall personalize the Book and other accompanying Advertised Product(s) so they fit the purpose for which the Campaign had been arranged. Furthermore, the Influencer shall, during the submission of the order for the Advertised Product(s), select the shipping option covered by the Coupon which shall be communicated in writing to the Influencer by Company at the time of sending of the Coupon (the “Shipping”). The Influencer shall notify Company in writing when receiving the Advertised Product(s).

3.       Services.

3.1. Provision of Services.

Influencer shall perform the Services for the benefit of Company to promote the Company, its affiliates and related companies and their respective Advertised Product(s). If not otherwise mutually agreed by the Parties, the Influencer shall provide at minimum the following Services in a professional manner:

1) Production of the Content, including but not limited to photo and/or video content, and Editorial Content in accordance with Company’s Guidelines, and

2) Publication of the Content and Editorial Content, in whole or in part, in the form of the Social Media Post(s) on Influencer Social Media Account(s).

Where Parties agree in accordance with Section 2.2. that the Services shall include the promotion of the Social Media Post(s) through Spark ads Tik Tok social media post amplification platform, such Services shall include the following obligations of the Influencer: (i) to Supply the Company with the unique code for promotion of the Social Media Post(s) via the Spark ads Tik Tok social media post amplification platform (the “Spark Ads”), (ii) to grant the authorization to the Company, its affiliates, subsidiaries and related companies to promote the Social Media Post(s) via the Spark Ads for the period mutually agreed between the Parties in writing (the “Promotion Period”) and (iii) to use their best efforts to enable the Company to promote the Social Media Post(s) using Spark Ads (the “Promotion”) during the Promotion Period, including but not limited to not removing the Social Media Post(s) from the Influencer Social Media Account(s) and not cancelling the Spark Ads authorization.

3.2. Content.

The Influencer agrees to create the Content and the Editorial Content in complete autonomy and in the compliance with applicable law and regulations, Company’s Guidelines, Company’s Social Media Policy accessible here and community guidelines or like document published by the relevant social media platform(s) regulating permitted behavior on such platform(s). In relation to the creation of the Content and Editorial Content the creative freedom is given to Influencer as long as they comply with this Section 3 of the Influencer Terms. The Parties agree that the Content shall be in accordance with Company’s Guidelines and that Influencer shall ensure:

  • the Content portrays Influencer’s personal experience with the Advertised Product(s) in accordance with Company’s Guidelines;
  • and in relation to visual presentation of the Advertised Product(s), that the Book’s cover and/or inside (illustrations) of the Book are clearly visible in the Content and display similarities with real-life persons depicted in the Book.

3.3. Social Media Post(s).

  1. Parties further agree that the Social Media Post(s) shall be in accordance with the Company’s Guidelines and shall include the following elements:
  2. a tag of relevant Company Social Media Account (e.g. if Social Media Post(s) is being posted on Instagram @hourraheros, if on TikTok @hourraheros);
  3. a discount code supplied by Company in due course offering discount off any Company’s book available at Website, where the value of the discount shall be communicated by Company at a date prior to the agreed date of publication; and
  4. a hashtag #hourraheros;
  5. the Link to Company’s Website, where possible; and
  6. upon Company’s request, the branded content disclaimer produced automatically by the relevant social media platform’s built-in branded content tool (e.g. the paid partnership banner on the Instagram Posts and Instagram Story Posts).

3.4. Reporting.

During provision of the Services, the Influencer shall report on progress and prepare written reports as requested by Company. The Influencer shall, in accordance with Company’s instructions, implement into the Social Media Post(s) the trackable Link to Company’s Website supplied by Company enabling retrieval of conversion metrics through analytics program. Furthermore, after publication of the Social Media Post(s), the Influencer shall in reasonable time upon Company’s request, however no later than in seven (7) days following the receipt of Company’s request, communicate to the Company statistics and key performance metrics related to publication of the Social Media Post(s), such as post engagement based on likes, comments, shares, click-through rate and post engagement rate.

3.5. Additional Commitments.

Influencer shall cooperate closely with Company to ensure optimal exchange of information between the Parties. Where reasonably necessary for the performance of the Services, Influencer agrees to comply with Company’s internal rules and procedures that are regulating exchange of information between Parties or such other rules that are presented to Influencer by Company.

4. Content Oversight.

4.1.    Content Oversight during Endorsed Collaboration.

The Influencer expressly agrees to provide the Services in accordance with Company’s Guidelines and other written instructions of Company. Company may, at any time, provide additional written instructions to the Influencer on quality standards or other requirements in respect of the final result or proceed and the Influencer is obliged to act accordingly and implement such Company’s instructions. The Content and Editorial Content created by the Influencer for publication in Social Media Post(s) pursuant to the terms of Endorsed Collaboration shall not be subject to Company’s approval, however, the Company reserves the right to review the Social Media Post(s) once published and to, at its sole discretion, halt publication of the any Social Media Post which contravenes the guidance given by Company, the terms of these Influence Terms, any applicable laws or if the Content and/or Editorial Content is defamatory to Company or misleading or if it infringes intellectual property or other rights of third persons. Once request has been made by Company to halt publication of the Social Media Post(s), the Influencer shall ensure such the Social Media Post(s) is removed by without undue delay.

4.2.    Content Oversight during Paid Collaboration.

Any Content and Editorial Content created by the Influencer for publication in Social Media Post(s) pursuant to the terms of Paid Collaboration shall be subject to Company’s approval and the Influencer agrees to make all revisions thereto requested by Company until Company approves such Content. For the avoidance of doubt, Company may, at its sole discretion, withhold or deny approval of the Content. NO CONTENT SHALL BE PRODUCED OR PUBLICLY USED OR DISTRIBUTED WITHOUT THE INFLUENCER PROVIDING THE FINAL SAMPLE TO COMPANY AND RECEIVING COMPANY ‘S FINAL WRITTEN APPROVAL. Company may, at any time, provide written instructions to the Influencer on quality standards or other requirements in respect of the final result or proceed and the Influencer is obliged to act accordingly and implement such Company’s instructions. If after approval there are any changes to be made to the approved Content and/or Editorial Content, such changes shall be submitted for approval as well. Company’s failure to give approval promptly or within agreed period of time shall in no event represent a breach of these Influencer Terms on the part of the Company nor is the Influencer entitled to any compensation in that respect; however, in such event respective Deadline(s) for completion of Services shall prolong accordingly.

5. Deadlines

5.1. Determination of Deadline(s).

Provision of the Services by the Influencer is subject to deadlines which shall be mutually determined by the Parties in writing prior to or at the point of the Influencer’s acceptance of these Influencer Terms (the “Deadline(s)”) as follows:

  • in the event of the Endorsed Collaboration, the provision of the Services shall be subject to the Deadline for publication of Social Media Post(s) on Influencer Social Media Account(s) which shall be agreed between the Parties in accordance with Section 2.2. of these Influencer Terms; and
  • in the event of the Paid Collaboration, the provision of Services shall be subject to two deadlines, one for the submission of the Content and Editorial Content to Company for the approval in accordance with section 4.1 of these Influencer Terms and the second for publication of the Social Media Post(s) on Influencer Social Media Account(s), where both Deadlines shall be mutually agreed by the Parties and set forth in the Statement of Work.

Parties may subsequently mutually agree in writing, including through means of electronic communications (e.g. email) on adjusting the Deadline(s).

5.2 Delivery within Deadline(s).

If the Influencer does not deliver the Services in a timely fashion and in accordance with the terms hereof, Company shall have the right to offset, deduct or withhold any reasonable amounts incurred by Company against any amounts, which may be due to the Influencer, and require the Influencer to repay any amounts advanced. The Parties agree that time is of the essence for any and all times, dates and periods mutually agreed between the Parties or substituted for them.

6. Compensation and Taxes.

General. In consideration for the performance of the Services, Company shall provide to the Influencer the following consideration:

  • In the event of the Endorsed Collaboration, the In-Kind Consideration as defined below; and
  • In the event of the Paid Collaboration, the Consideration determined in accordance with Section 6.4 below.

In-Kind Consideration. When the terms of the Endorsed Collaboration are agreed between the Parties, the Influencer shall receive the Advertised Product(s) (Shipping included) as full Compensation for the Services provided to the Company pursuant to these Influencer Terms. The In-Kind Consideration shall be presented to the Influencer in the form of Coupon to be credited against the invoice amount for the order of the Advertised Product(s) submitted by the Influencer in accordance with Section 2.6 of these Influencer Terms.

The Coupon. The Coupon shall be used by the Influencer within fourteen (14) days from its receipt. If the Influencer’s order exceeds the value of the Coupon for any reason whatsoever, including but not limited to additional products selected or different shipping option selected, the difference shall be settled by the Influencer with another admissible payment method. The Coupon is non-refundable, cannot be redeemed for cash, in part or full, and is valid for a single transaction only.

Consideration. In the event of Paid Collaboration, Company shall pay the Influencer as the Consideration for the Services performed for the benefit of Company the Service Fee and additional Endorsement Fee set forth in the Statement of Work. The Service Fee and the Endorsement Fee are lump sum payments (fixed amount) and are including VAT and including any taxes and charges in accordance with applicable laws, especially including all withholding taxes. In the event the Influencer is a legal entity, the Influencer shall invoice Company for the Consideration due hereunder within fourteen (14) business days following the completion of the Services and such invoice shall be payable by Company within thirty (30) business days of the invoice date. In the event the Influencer is a natural person, no invoice shall be issued by the Influencer and Company shall pay the Influencer the Consideration agreed within thirty (30) days following the final completion of the Services. All payments, however, are pending approval of the Content by Company in accordance with Section 4.2 of these Influencer Terms. Influencer shall not be reimbursed for any expenses incurred while performing the Services pursuant to these Influencer Terms unless such expenses are approved in advance by Company in writing, including through means of electronic communication. In addition, the Influencer and Company may expressly agree in the Statement of Work executed for provision of the Paid Collaboration on payment terms different from the ones determined in this Section, including on advance payment of Consideration or any part thereof. Where the Parties agree in the Statement of Work on advance payment of Consideration or any part thereof, such advance payment obligation shall be due and payable only upon Company’s approval of the Content, including Editorial Content, in accordance with Section 4.2. of these Influencer Terms and no later than on the deadline set by Statement of Work for publication of the Social Media Post(s) on Influencer Social Media Account(s).

Advance Payment. When any advance payment by Company, including through the means of the Coupon, is expressly agreed between the Parties in accordance with Section 2.2. of these Influencer Terms and these Influencer Terms are terminated (i) by the Influencer pursuant to the Section 10.2. of these Influencer Terms or (ii) by Company pursuant to the Section 10.2. of these Influencer Terms, if terminated at the fault of the Influencer, including but not limited to the Influencer’s refusal or inability to perform the Services, Influencer’s Anti-Prestige Activity or Influencer’s breach of any provision of these Influencer Terms, or if terminated through no fault of the Influencer and before the Influencer has created Content and/or Editorial Content, any advance payments made by Company to the Influencer shall be reimbursed to Company in full within thirty (30) days from date of the termination of these Influencer Terms.

Netting of Mutual Obligations.  The Parties agree that Company may set off any payment for the Advertised Product(s) and the Shipping purchased using the Coupon against the Endorsement Fee. If the payment obligations are in different currencies, the Company may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Full Buyout. The Influencer acknowledges and agrees to accept the Compensation due hereunder as a full and final compensation for all rights granted herein to Company by the Influencer, including but not limited to intellectual property rights.

Taxes and Fees. Influencer is solely responsible and liable for remittance of any and all taxes, contributions and other fees (including bank fees) applicable to the Compensation. The Influencer acknowledges that the Compensation set forth in these Influencer Terms includes a component attributable to such amounts. If in connection with Compensation due hereunder or with performance of the Services on the basis of these Influencer Terms Company becomes liable for any taxes, levies or charges and has no amounts owing to the Influencer to which it may offset and discharge its tax obligation, Influencer shall pay over to Company the amount needed to discharge Company’s tax obligation and shall indemnify Company against any penalties it may incur if it does not satisfy such obligations as a result of the Influencer failing to pay Company the amount of such tax obligation.

Benefits. It is the express intention of the Parties that the Influencer performs the Services as an independent contractor to Company. The Influencer expressly acknowledges that the Influencer is solely responsible for payment of any and all pension, health and other social contributions, that the Influencer will receive no Company-sponsored benefits and that such contributions shall not be paid in addition to the Compensation set forth herein but deducted from the said amount.

7. Disclosure Requirement.

Company believes in full transparency and in full, fair and effective disclosures of material facts relating to the Influencer’s relationship with the Company. The Editorial Content and the Content shall be substantiated, truthful and shall reflect the Influencer’s honest opinion, findings, beliefs, and experiences. The Influencer shall, in accordance with all applicable laws, guidelines and industry best practices include a disclaimer stating in plain and unabigous language that the Influencer has a material connection to the Company and was compensated or otherwise incentivized to post the Content. Company reserves the right to specify the form and content of such disclaimers which should be made prominent and may include, as appropriate, the following:

  • at the beginning of the Social Media Post(s) or within the first three hashtags (#), if are of immediate perception, one of the following words or its translation to the language spoken on the market on which Company’s products are being promoted, if so required by applicable laws: “#Ad or #Advert or #Advertisement or #AdvertisementCommercial or #SponsoredBy”; and/or
  • the use of an appropriate built-in social media branded content platform tool for disclosure of material connection between the Influencer and Company, if such is available; and/or
  • at the beginning of the Social Media Post(s) before the “more” truncated cut-off other clear and prominent disclaimer as prescribed by applicable advertising law.

Disclosure in the manner as set forth in previous paragraph is a precondition to Company’s payment obligation. Company shall have the right to withhold all amounts to be paid by Company until the Disclosure Requirement is met. The Influencer also agrees to refrain from engaging in fraudulent activity, such as buying followers, using bots to grow engagement or posting fake sponsored content (also known as “sponcon”).

8. Grant of Rights.

Work Made for Hire and Assignment. All results and proceeds of every kind of the Services heretofore and hereafter to be rendered by the Influencer under these Influencer Terms in connection with Company, its affiliates and related companies and/or the Advertised Product(s), including without limitation the Company Specific Deliverables, shall be created as a work-for-hire for Company and Company is and shall be deemed the author thereof. To the extent ownership of the results and proceeds produced by the Influencer hereunder, including without limitation the Company Specific Deliverables, as provided herein may, for any reason, not vest in Company, the Influencer agrees to assign (or cause to be assigned) and hereby assigns fully to Company all Influencer’s right, title and interest throughout the world in and to any and all Company-Specific Deliverables and any copyrights, patents, trademark, trade dress, trade secret, designs, mask work rights or other intellectual property rights relating to all Company-Specific Deliverables. The obligation to make the assignment defined above shall relate also to any of the Influencer’s subcontractors or assistants and the Influencer shall ensure that any such assignment is made.

Grant of license. If the assignment pursuant to Section 8.1. is not permitted under applicable law or if Influencer and Company otherwise agree in the Statement of Work executed for provision of the Paid Collaboration, the Influencer grants Company an irrevocable, perpetual, worldwide, transferable, and exclusive license in and to any and all Company-Specific Deliverables. The Influencer hereby transfers the following economic copyrights to Company: the right of reproduction (irrespective of the method of reproduction, especially sound, visual or digital), the right to publish the work and disclose it to the public or sell it in the form of printed matter; the right to disclose to the public and sell the Company-Specific Deliverables in the form of a phonogram and video-gram; the right to perform publicly and the right to display publicly, the right to distribution; the right of transformation; whereby the Influencer permits the Company-Specific Deliverables or its individual parts hereunder to be transformed into all current and future forms of transformation, and specifically permits the transformation of the Content, drafts of the work and versions of the created Company-Deliverables into other art forms, 3D visualisations, animations, and use in and/or with other copyrighted works. The Influencer consents to all transformations of the work such as adaptation, dramatisation, other visual creations and changes to the Services at the discretion of Company. Company may also use the Services or its transformations in advertisements, merchandise or other examples of exploitation (dissemination and marketing) of the work; the right of broadcasting; the right of secondary broadcasting; the right of rebroadcasting; the right of making available to the public; the right of public communication by means of phonograms and video-grams; the right of public presentation; the right of audiovisual adaptation; the right of public transmission; rental right. The assignment and/or transfer of rights shall also apply to the storage and disclosure to the public in electronic format as well as video and other recording. The Influencer explicitly permits Company to independently dispose of the Company Specific Deliverables created hereunder without limitation and irrespective of the type of use as well as to independently decide on the strategy of exploitation of the Services.

Limited licence. If the Influencer and Company expressly agree in the Statement of Work executed for provision of the Paid Collaboration on the grant of limited license only, the Influencer grants to Company and its affiliates, subsidiaries and related companies a non-exclusive, royalty-free, fully-paid, transferable, sub-licensable, irrevocable and worldwide right and license to, for the duration of the Licensing Period, use, distribute, reproduce, modify, make derivative works of, publicly perform and display the Company-Specific Deliverables on any and all, existing and future, Company Social Media Accounts without limitation to the number of materials, packages, advertising materials, reproductions and impressions, and/or without restriction to audience size. The Influencer hereby transfers the following economic copyrights to Company, however, only in relation to the use on Company Social Media Account and any supplementary use: the right of reproduction (irrespective of the method of reproduction, especially sound, visual or digital); the right to publicly perform and display the work, the right to publish the work and disclose it to the public; the right to distribute the work; the right of broadcasting; the right of secondary broadcasting; the right of rebroadcasting;  the right of public communication by means of phonograms and video-grams; the right of public presentation; the right of audiovisual adaptation; the right of transformation whereby the Influencer permits the Company-Specific Deliverables or its individual parts hereunder to be transformed into all current and future forms of transformation, and specifically permits the transformation of the Content, drafts of the work and versions of the created Company-Specific Deliverables into other art forms, 3D visualizations, animations, and use in and/or with other copyrighted works. This license includes, without limitation, the right for Company to use paid social media amplification (e.g. post boost, paid ads, reference, etc.) in relation to the Company-Specific Deliverables and to use the Company-Specific Deliverables in advertisements, promotions and marketing, except when otherwise is expressly agreed in advance by the Parties in accordance with Section 2.2 of these Influencer Terms.

Droit Moral. To the extent permitted by the applicable law and vis-a-vis the use of the Company Specific Deliverables by the Company, its affiliates or related companies, the Influencer hereby waives all rights of droit moral or “moral rights of the author” or any similar rights or principles at law which the Influencer may now or later have in the Company Specific Deliverables. To the extent the Influencer is not permitted to waive their moral rights of the author or any similar rights or principles, the Influencer hereby releases the Company and its affiliates and related companies of any obligation to credit the Influencer in relation to the use of the Company Specific Deliverables.

9. Photo Release Form.

The Influencer grants to Company and its affiliates, subsidiaries and related companies the worldwide and perpetual right to use the Influencer’s username, real name, image, likeness, description, location and/or other identifying information, including, but not limited to, the Influencer’s voice, in connection with any use of the Content and Editorial Content. The Influencer, furthermore, in relation to the use of the Company-Specific Deliverables by Hooray in accordance with Section 8 of these Influencer Terms waives any right to review and approve publication or other use of the Company-Specific Deliverables, either in its original form or as edited by Company now and in the future and accepts that the herein granted right of Company to the use of the Company-Specific Deliverables does not constitute an obligation to make use of this right.

10. Term and Termination.

Applicable Terms. We may modify any part of these Influencer Terms by posting a revised version at the Website. The revised version will become effective after three (3) days following the date of the posting of the revised Influencer Terms on the Website. The version of these Influencer Terms applicable and effective at the time of your acceptance in accordance with Section 2.3 or 2.4 shall become binding on you and shall only change in accordance with Section 2.6.

Term. The term of these Influencer Terms will begin upon your acceptance of these Influencer Terms in accordance with Section 2.3 or 2.4 and will, notwithstanding applicable provision of Section 8 of these Influencer Terms, continue until the earlier of (i) the final completion of the Services or (ii) termination as provided in Section 10.3.

Early termination. Either Party may terminate these Influencer Terms early upon giving the other Party ten (10) days’ prior written notice of such termination pursuant to Section 17.4 of these Influencer Terms. The Company may terminate these Influencer Terms immediately and without prior notice: (i) if the influencer refuses to or is unable to perform the Services or is in breach of any provision of these Influencer Terms or (ii) in the event of any Anti-Prestige Activity, carried out or made known to public and/or Company after the execution of these Influencer Terms,  relating to the Influencer or any other public person directly associated or publicly affiliated with the Influencer.

Survival. Upon termination of these Influencer Terms pursuant to this Section, all rights and duties of Company and the Influencer toward each other shall cease except: Section 6.8 (Benefits), Section 8 (Grant of Rights), Section 12 (Confidentiality), Section 15 (Indemnification) and Section 16 (Non-disparagement) will survive termination of this Agreement.

11. Representations and Warranties.

The Influencer represents and warrants that (i) the Services will be performed in a timely, professional and workmanlike manner consistent with general industry standards and practices and that the Influencer will comply with all applicable laws, rules, regulations and industry standards in completing such Services, (ii) the Services performed will not be in violation or breach of any obligation the Influencer may have to others, (iii) the Influencer will at all times act in compliance with all applicable laws pertaining to child labor or other exploitation of children, including but not limited to Articles L7124-1 to L7124-35 of the French Labor Code, particularly that pursuant to point 5° Article L7124-1 of French Labor code the prior individual approval of the competent work inspectorate has been obtained in relation to work of each child under the age of sixteen (16) included in the Content as the main subject (the “Child”), whereas where that is not the case, the Influencer represents and warrants that the Influencer obtained the statement about the exemption of the work performed by the Child from the said requirement from such competent work inspectorate (iv) all Company-Specific Deliverables will be the Influencer’s or Influencer’s licensors’ original work and not an imitation or copy of any other material and that the Influencer has the full right to provide the Company with the rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform these Influencer Terms), (iv) that none of the Services or Company-Specific Deliverables or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity, and (v) there are no claims, litigation or other proceedings pending or threatened which might adversely affect Company’s rights or the Influencer’s Services hereunder.

12. Confidentiality

Definition. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of the Company, Company Data, trade secrets or know-how, including, but not limited to, research, product plans or other information regarding Company’s products or services and markets therefor, software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to the Influencer at the time of disclosure to Influencer by the Company as evidenced by written records of the Influencer, (ii) has become publicly known and made generally available through no wrongful act of the Influencer or (iii) has been rightfully received by the Influencer from a third party who is authorized to make such disclosure.

Non-disclosure. The Influencer shall use the Confidential Information solely to the extent needed to perform the Services in accordance with these Influencer Terms and shall protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own similar information, but in no event using less than a reasonable standard of care. The Influencer will not, during or subsequent to the term of this Agreement, (i) use the Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company; or (ii) disclose the Confidential Information to any third party; or (iii) abandon due standard of care and therewith enable any person, firm, corporation or other entity to get access to, any Confidential Information that the Influencer obtains, accesses or creates during the Term. The Influencer agrees that all Confidential Information will remain the sole property of the Company. Upon Company’s request the Influencer shall transfer to the Company or destroy Confidential Information. The Influencer also agrees to take all reasonable precautions to prevent any unauthorized disclosure of such Confidential Information, including, but not limited to, having each of Influencer’s employees and contractors, if any, with access to any Confidential Information execute a nondisclosure agreement. Without the Company’s prior written approval, the Influencer will not directly or indirectly disclose to anyone the existence of this Agreement or the fact that the Influencer has this arrangement with the Company.

13. Personal Data.

Company will, for the purpose of the performance of Campaign pursuant to these Influencer Terms or use of the Company-specific deliverables process (i) personal data obtained during provision of Services and execution of these Influencer Terms, including any personal data provided by the Influencer in their correspondence with Company, and (ii) personal information included in the Company-Specific Deliverables, where personal data means any information that specifically identifies or, when combined with other data, can be used to identify you or other individuals portrayed in the Content, such as the Influencer’s or another’s name, email address, likeness or voice (the “Personal Data”). Personal Data will be processed by Company only as necessary for the performance of Campaign pursuant to these Influencer Terms or use of the Company-specific deliverables by Hooray and in accordance with the Hooray’s Privacy Policy . Company may share Personal Data with its related companies, third-party service providers, including social media platforms and marketing agencies, successors upon merger and acquirers, and with regulatory authorities responsible for the enforcement of data protection laws or other law enforcement authorities upon their request as further described in the Privacy Policy. Company may transfer Personal Data outside of the European Economic Area (“EEA”), however, where such transfer is of a type authorized by EU data protection laws, for example, in the case of transfers from within the EEA to a country or scheme which is approved by the European Commission as ensuring an adequate level of protection or if the transfer of Personal Data is subject to the appropriate safeguards or if the transfer is otherwise allowed under the GDPR. Hooray will retain Personal Information for as long as necessary to fulfill the purposes for which Personal Information was collected, unless otherwise is required by Hooray’s legal obligations under tax, commercial and other laws or to establish, exercise or defend Hooray’s legal rights. Once no business need or obligation exists to process the Personal Information, Hooray will either delete or, if unable to delete, anonymize the Personal Information. You have the right to withdraw your consent to Company’s use of Personal Data at any time. You also have the right to request the access to, correction, erasure and restriction of the processing of Personal Data as well as the transfer of Personal Data to another party and to object to the processing of Personal Data, all by contacting Company at privacy@hooraystudios.com. You also have the right to lodge a complaint with the national regulatory authority.

14. Third-Party Rights.

  1. The Content may portray third persons whose image and Personal Data will be used by Company in accordance with Sections 9 and 13 of these Influencer Terms. The Influencer hereby agrees to inform any third person included in the Content (the “Third Person”) about the terms included in Sections 9 and 13 of these Influencer Terms and explain to them that their appearance, name, likeness, voice, singing voice, conversation, sounds and any other Personal Data will be used by Company, its affiliates and related companies for the purposes of and in a way described in these Influencer Terms. The Influencer undertakes to obtain the Third Person’s consent to such use of their likeness and other personal attributes, and their Personal Data. The Influencer affirms the Influencer has the right to grant and hereby grants Company and its affiliates, subsidiaries and related companies the irrevocable and unlimited right to use the Third Person’s appearance, name, likeness, voice, singing voice, conversation, sounds and biographical data in accordance with Section 9 of these Influencer Terms. Furthermore, Influencer hereby grants Company, its affiliates, subsidiaries and related companies the consent on behalf of the Third Person to process Personal Data for the purposes of and in a way set forth in Section 13 of these Influencer Terms. When a child is depicted in the Content, the Influencer, by accepting the terms of these Influencer Terms, in addition, explicitly agrees to the terms of RELEASE FORM FOR A MINOR (IF APPLICABLE) Section of Hooray’s User Generated Terms of Use.

15. Indemnification and Limitation of Liability

The Influencer agrees to indemnify and hold harmless Company and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any reckless or intentionally wrongful act of the Influencer or Influencer’s assistants, employees or agents, (ii) any breach by the Influencer or Influencer’s assistants, employees or agents of any of the covenants contained in these Influencer Terms, (iv) any failure of the Influencer to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the Company Specific Deliverables under these Influencer Terms.

16. Non-Disparagement.

The Influencer and Company each agree that, during the Term and after the termination of these Influencer Terms for any reason, neither shall, publicly or privately, disparage or make any statements (written or oral) that could impugn the integrity, acumen (business or otherwise), ethics, or business practices of the other (including, in the case of Company, its affiliates and subsidiaries), except, in each case, to the extent (but solely to the extent) necessary (i) in any judicial or arbitration action to enforce the provisions of these Influencer Terms, or (ii) in connection with any judicial or administrative proceeding to the extent required by applicable law, or (iii) as otherwise required by law.

17. Miscellaneous

Governing Law. These Influencer Terms shall be governed by and construed in accordance with the laws of the Republic of Slovenia without regard to its conflicts of law rules. Parties consent, in connection with any legal suit or proceeding arising out of or with respect to These Influencer Terms, to the exclusive jurisdiction of the courts in Ljubljana, Slovenia.

Assignability. The Influencer shall not have the right or ability to assign, transfer or subcontract any rights or obligations under these Influencer Terms without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer any of its rights or obligations pursuant to these Influencer Terms in whole or part.

Entire Agreement. These Influencer Terms constitute the entire agreement between the parties with respect to the subject matter of these Influencer Terms and supersede all prior written and oral agreements between the parties regarding the subject matter. Parties may agree on detailed specification of the Services or particulars other than the ones set forth in Section 2.2 of these Influencer Terms by duly executing a separate document (offer, order confirmation, statement of work, service level agreement or such other document), which shall be considered as an appendix to these Influencer Terms and shall be incorporated into these Influencer Terms by reference (“Specification Document”). Parties hereby agree that in case of any discrepancies between the terms of documents that constitute or are referenced in these Influencer Terms, the order of precedence shall be: (i) Statement of Work, agreement on Specifics in accordance with Section 2.2. of these Influencer Terms or other Specification Document, (ii) Company’s Guidelines, (iii) Influencer Terms, (iv) Social Media Content Policy, (v) User Generated Terms of Use.

Notices. Any notice and other communication given or made pursuant to these Influencer Terms shall be in writing and shall be deemed effectively given: (i) upon personal delivery or by commercial messenger or courier service delivery to the other Party, (ii) ten (10) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, (iii) next day after having been sent by email, transmission confirmation requested. All notices and communications shall be sent to (a) the Company at e-mail or postal address as set forth in Section 1 (“Definitions”) of these Influencer Terms, (b) the Influencer at the address specified in the Statement of Work or as supplied to Company in email correspondence arranging the Specifics of Collaboration, as applicable, or to such e-mail address or address as subsequently modified by written notice given in accordance with this Section 17.4.

Severability. If any provision of these Influencer Terms is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.