Gatsby Terms & Conditions
Terms & Conditions
Terms & Conditions: CLICKING “I AGREE TO THE TERMS & CONDITIONS” CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT PROCEED. The Influencer Program Agreement (“Agreement”) is a binding agreement that sets forth a collaboration between Stateside Merchants LLC on behalf of its brand Pair of Thieves (“Stateside Merchants”) and you acting as a social media influencer (“Influencer” or “you”). This Agreement shall be in effect from the date it is accepted and shall continue so long as you make any posts about any Stateside Merchants product (“Product”). The rights granted to Stateside Merchants shall continue indefinitely after the termination of this Agreement and shall not be revocable. YOUR POSTS MUST INCLUDE PROPER DISCLOSURES: 1. You agree to comply that your posts on any social media channel (“Posts”) and statements related to the Products will be in compliance with both Federal Trade Commission (FTC) guidelines regarding sponsored posts. That mean that if you’ve received anything of value from Stateside Merchants, including discounts, you will disclose the relationship between yourself and Stateside Merchants on all Posts you make hereunder. The FTC recommends you superimpose a disclosure on your pictures, or give a disclosure in both audio and video when posting a video. For example, a disclosure can include words such as “This post is part of Stateside Merchants sponsored influencer program,” or you can tag the post as #sponsored or #brandambassador. You can learn more by reading the FTC’s Disclosures 101 for Social Media Influencers, found here: [LINK TO Disclosures 101 for Social Media Influencers (ftc.gov)] You remain responsible for making such disclosures, and you agree to indemnify Stateside Merchants for any violations of FTC Guidelines during the Term or thereafter in connection with this Agreement. You Posts may also be subject to the applicable terms and conditions of each such social media channel. 2. You will refrain from any course of conduct, act, or omission, that would tend to harm the reputation of Stateside Merchants. More specifically, you will not engage in course of conduct, act, or omission, that is or can be reasonably expected to subject you or Stateside Merchants to public scandal, disrepute, widespread contempt, public ridicule, or which is widely deemed by members of the general public, to embarrass, offend, insult or denigrate individuals or groups, or that will tend to shock, insult or offend the community or public morals or decency or prejudice Stateside Merchants. RIGHTS GRANTED TO STATESIDE MERCHANTS; RIGHTS RELEASE; WAIVER 3. You hereby grant Stateside Merchants the right to use the posted content as well as your name, image, likeness, social media handle/moniker used to Post the Content (as defined below) and/or incorporated therein on the following media: paid advertisement on the Internet (including internet radio), television, print, Stateside Merchant-owned and controlled websites and social media channels, organic social posts, digital media (including paid digital media (i.e., “whitelisting”)), Stateside Merchants’ email/SMS programs, and for distribution to the press, including, but not limited to, in press kits, press materials, tip sheets, pitches or marketing presentations for Stateside Merchants and/or key Stateside Merchant account personnel. 4. For the purpose of Stateside Merchant’s use of your Posts, and in consideration of your participation in the Influencer Program and your receipt of discounts and other program benefits, you are submitting this release of rights (this “Release”) to Stateside Merchants with the understanding that it will be relied upon by Stateside Merchants in connection with its promotion of its Products. To this end, you irrevocably grant to Stateside Merchants, its affiliates, successors and assigns, and their respective parent, licensees, advertising agencies, promotion agencies and fulfillment agencies, and the employees, officers, directors and agents of each and all of them (“Authorized Persons”), an unrestricted, absolute, perpetual, worldwide right and license to display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, otherwise use and permit others to use any post related to a Stateside Merchants Product along with your name, image, likeness, appearance, voice, professional and personal biographical information, and other personal characteristics and private information and all materials created by or on behalf of you that related to the Stateside Merchants Products (collectively, “Content”) on a perpetual basis throughout the world and in any medium or format whatsoever now existing or hereafter created, including but not limited to, in and on advertising, social media channels, print advertisement, display, point-of-sale and other advertising and promotional materials, press releases, and the internet for any purpose, including but not limited to advertising, public relations, publicity, packaging and promotion of Stateside Merchants and its affiliates and their businesses, products and services, without further consent from or royalty, payment or other compensation to you or to any third party, and to reproduce, copy, modify, create derivative works of, display, perform, exhibit, distribute, transmit, or broadcast, publicly or otherwise, or otherwise use and permit to be used the Content or any part thereof, whether alone or in combination with other materials (including, but not limited to, text, data, images, photographs, illustrations, and graphics, or video or audio segments of any nature), in any media or embodiment now known or hereafter developed (including, but not limited to, any format of any computer-based, Internet-based, electronic, magnetic, digital, laser, or optical-based media). 5. To the fullest extent permitted by applicable law, you hereby irrevocably waive all legal and equitable rights relating to all liabilities, claims, demands, actions, suits, damages and expenses, including but not limited to claims for copyright or trademark infringement, infringement of moral rights, defamation, invasion of rights of privacy, rights of publicity, intrusion, false light, public disclosure of private facts, physical or emotional injury or distress or any similar claim or cause of action in tort, contract or any other legal theory, now known or hereafter known in any jurisdiction throughout the world (collectively, “Claims”) arising directly or indirectly from exercise of their rights under this Agreement and the use and exploitation of the Content, and whether resulting in whole or in part by the negligence of Stateside Merchants or any other person, covenants not to make or bring any such Claim against Stateside Merchants (collectively, and including any affiliate, director, officer, employee, or other agent of Stateside Merchants, the “Released Parties”) hereto and forever releases and discharges the Released Parties from liability under such Claims. 6. You further represent and warrant that the use of the Content and the rights and license granted hereunder do not, and will not, violate any right of, or conflict with or violate any contract with or commitment made to, any person or entity, and that no consent or authorization from any third party is required in connection herewith. You agree to defend, indemnify and hold harmless the Authorized Persons from and against all Claims by third parties resulting from your breach of any of the foregoing representations and warranties. You hereby represent and warrant that you have and will continue to have all rights and licenses necessary to grant, unencumbered, the rights and licenses granted in this Release. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS 7. To the extent applicable in connection with the postings you make: (a) you shall not cause any loss, damage or injury to any persons or property in connection with your postings. You shall be solely responsible for, and shall indemnify, defend, and hold harmless Stateside Merchants and their respective employees, licensees and designees, and their officers, directors, agents, affiliates and employees against any and all claims, liabilities, damages, costs, expenses (including, without limitation, court costs and reasonable outside attorneys’ fees) or injury, whether a suit is instituted or not, and if instituted whether at trial or appellate level, arising out of or in connection with: (i) a breach by any warranty, representation, promise or undertaking made by you hereunder; or (ii) any of your negligent acts or omissions, intentionally tortious conduct or intentional misconduct; and (b) the indemnification obligations as detailed herein shall survive the expiration or termination of this Agreement. RIGHTS YOU MAINTAIN AND YOUR CONDUCT 8. Except for the rights granted to Stateside Merchants, you will maintain the rights to your Posts but agree not to use images or enter into any other commercial agreement, to exploit any right relating to Stateside Merchants, or to use images in a defamatory or disparaging manner. 9. If you make any comments, you will state your honest views regarding Stateside Merchants’ Products, which must reflect your actual experience, opinions, and beliefs based upon your use of the products. 10. You will make clear that your comments are solely yours, not Stateside Merchants’. Avoid saying or doing anything that suggests Stateside Merchants has endorsed or approved you or your statements. Your relationship with Stateside Merchants will remain that of a customer of its Products. Without limiting the foregoing, you shall have no authority to bind Stateside Merchants, or to incur any expenses on behalf of Stateside Merchants. PROGRAM TERMINATION 11. Stateside Merchants reserves the right to cancel the Influence Program at any time immediately upon notice to you. Termination will not affect the rights granted to Stateside Merchants hereunder. LIMIT OF LIABILITY 12. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL STATESIDE MERCHANTS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL WE OR ANY OF THE RELEASED PARTIES BE HELD LIABLE FOR ANY NEGLIGENT, TORTUOUS OR ILLEGAL CONDUCT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. WITH RESPECT TO DIRECT DAMAGES RELATED TO THIS AGREEMENT, THE LIABILITY FOR SUCH DAMAGES SHALL NOT EXCEED $100 IN THE AGGREGATE. GENERAL TERMS AND JURISDICTION FOR DISPUTES 13. You agree to abide by and affirm your agreement to the [LINK: Terms of Use]. In the event of any conflict, the terms of this Agreement shall apply. 14. ALL MATTERS RELATING TO THIS AGREEMENT, INCLUDING ALL DISPUTES, WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, WITHOUT REGARD TO CALIFORNIA’S CHOICE OF LAW PRINCIPLES. YOU FURTHERMORE AGREE THAT THE EXCLUSIVE FORUM AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF USE SHALL BE THE STATE OR FEDERAL COURTS IN THE COUNTY OF LOS ANGELES, CALIFORNIA, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. THE MAKING OF CLAIMS OR RESOLUTION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) THE RIGHT TO A JURY TRIAL IS WAIVED; (2) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE SITE AND/OR THESE TERMS OF USE WILL BE RESOLVED INDIVIDUALLY IN THE FORUM DESIGNATED IN THIS SECTION, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; AND, EXCEPT FOR NEW JERSEY RESIDENTS AND WHERE OTHERWISE PROHIBITED BY LAW, (3) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE.