Influencer Services Agreement  

This Influencer Services Agreement (this “Agreement”), dated as of the date of Contractor’s acceptance of the Campaign Invitation, applies to any Campaign Invitation (as defined below) between Tidal Labs, Inc. (“Company”) and any influencers (“Contractor”) engaged in campaigns with Company and/or a client of Company (“Client”) that involve compensation. Each of Tidal, Client and Contractor are referred to herein individually as a “Party” and collectively as the “Parties”.

1. Engagement of Services.

   1. Company has submitted a Campaign Invitation to Contractor to service social media posting, writing, editorial, video production, event attendance and other engagements with Clients setting forth the Project(s) (as defined below) (the “Campaign Invitation”). Subject to the terms of this Agreement and the Campaign Invitation, Contractor will provide the services set forth in each Campaign Invitation accepted by Contractor (the “Project(s)”) by the completion dates set forth in the Campaign Invitation. The manner and means that Contractor chooses to complete the Projects are at Contractor’s sole discretion and control, provided, that Contractor shall perform the services necessary to complete the Projects in a timely and professional manner consistent with industry standards. Subject to the Campaign Invitation, Contractor may complete the Projects and at a location, place and time that Contractor deems appropriate. Company agrees to provide the equipment, tools, and other materials as may be necessary for Contractor to complete the Projects, and will make its facilities and equipment available to Contractor when necessary.

   2. If requested by Company, the Contractor will make stylistic and substantive edits to the Project in a timely manner, and will deliver the final Project with all requested edits to Company. Contractor acknowledges that the delivery of Project to Company does not guarantee that Project will be approved for publication in any form.

2. Compensation.

   1. Company will pay Contractor the fee or other compensation (for example, a gift of a product), as specified in each Campaign Invitation as Contractor’s sole compensation for the Project (“Compensation”), provided such Project meets the terms of the Campaign Invitation and this Agreement and is of a quality consistent with industry standards. Contractor shall be responsible for all expenses incurred in performing services under this Agreement, except as set forth in the Campaign Invitation. Upon termination of this Agreement for any reason prior to completion of a Project, Company will pay to Contractor fees and expenses pursuant to the Campaign Invitation for work which is then in progress, within thirty (30) days of the later of Contractor’s invoice and the effective date of such termination. The Compensation may be conditioned on requirements of the Client, which may include rights clearances, corporate policy and other documentation. Notwithstanding anything herein to the contrary, if Contractor fails to meet the requirements of Client, Company may immediately terminate this Agreement and withdraw the Campaign Invitation.

   2. Invoicing. Unless otherwise provided in the applicable Campaign Invitation, payment to Contractor of undisputed fees will be issued thirty (30) days following completion of all milestones specified in the applicable Campaign Invitation and accepted by Company.

3. Independent Contractor Relationship.

   1. Contractor’s relationship with Company is that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Contractor (a) is not an agent of Company; (b) is not authorized to make any representation, contract, or commitment on behalf of Company; (c) is not entitled to any of the benefits that Company makes or will make available to its employees, such as group insurance, profit-sharing or retirement benefits and Contractor waives the right to receive any such benefits; and (d) is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority with respect to Contractor’s performance of services and receipt of fees under this Agreement. If applicable, and as required by law, Company will report amounts paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, including, but not limited to, laws related to payment of taxes, social security, disability, and other contributions based on Compensation paid to Contractor under this Agreement and the Campaign Invitation. Company will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Contractor’s behalf. Contractor hereby agrees to indemnify and defend Company against any and all such taxes or contributions, including penalties and interest. Contractor agrees to provide a proper W9 form, ACH info for a US-based bank account and, as requested, proof of payment of appropriate taxes on any fees paid to Contractor under this Agreement upon reasonable request of Company.

4. Confidential Information.

   1. Confidential Information. Contractor agrees that during the term of this Agreement and thereafter, it (a) will not use or permit the use of Confidential Information (defined below) in any manner or for any purpose not expressly set forth in this Agreement or a Campaign Invitation; (b) will not disclose, lecture upon, publish, or permit others to disclose, lecture upon, or publish any such Confidential Information to any third party; (c) will limit access to Confidential Information to Contractor personnel who need to know such information in connection with their work for Company; and (d) will not remove any tangible embodiment of any Confidential Information from Company’s premises without Company’s prior written consent.

   2. “Confidential Information” includes, but is not limited to, any and all technical, business, financial, operational or other oral or written information or data disclosed by either Party (the “Disclosing Party”) to the other in relation to the Campaign Invitation or Project and any discussions the parties may have relating to the Campaign Invitation or Project and/or each Party’s or their affiliates’ or their clients’ business, marketing strategies, customers, clients, operational and other financial matters including all management accounts and other financial information. The existence of these discussions and any information given by either Party to the other relating to the foregoing is to be considered to be Confidential Information. “Confidential Information” shall also include, without limitation, any creative work, technical specifications, design plans, drawings, software, data, prototypes or other business and/or technical information, without regard to whether such Confidential Information is disclosed in oral, written, electronic, or visual form, and which is disclosed by either Party to the other and which may be proprietary to the Disclosing Party, any affiliate of the Disclosing Party, any of their clients, contractors, agents or licensors or any third party that is disclosed to Company or to Contractor during the course of Company’s business.  “Confidential Information also includes the subject matter or substance of any discussions or negotiations between the Parties regarding the Project and the terms of any proposed arrangements or agreements. Contractor agrees that it shall not, and shall not permit any of its affiliates, subsidiaries, persons, or other entities or their professional advisers to make any public announcements about the discussions regarding such arrangements or agreements and any other business and operating plans being discussed or negotiated, whether in the form of press release or otherwise, without first consulting with Company and obtaining its written consent.

   3. Notwithstanding the foregoing, Contractor may use information which is generally known in the trade or industry, information which is not gained as a result of a breach of this Agreement, and Contractor’s own skill, knowledge, know-how, and experience.

   4. If Contractor discovers or becomes aware of any unauthorized disclosure of Confidential Information, it will immediately notify Company and promptly take all possible action to prevent further disclosure.

   5. Competitive or Conflicting Engagements. Contractor agrees, during the term of this Agreement, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Contractor’s obligations under this Agreement. Contractor represents and warrants that there is no other existing contract, obligation or duty on Contractor’s part that is inconsistent with this Agreement. Contractor further agrees not to disclose to Company or Client, bring onto Company’s or Client’s premises, or induce Company or Client to use any confidential information that belongs to anyone other than Company, Client or Contractor. In addition, Contractor agrees that, during the term of this Agreement, it will not perform, or agree to perform, sponsored public blog or social media posting that engages, or plans to engage, in any business or activity competitive with that of Company or Client.

1. Intellectual Property Rights

   1. Ownership of Project. Contractor hereby grants to Company (i) a non-exclusive, unrestricted, worldwide, royalty-free, fully-assignable, perpetual license to use, reproduce, modify, adapt, translate, enhance, transmit, distribute, publicly perform, and display the tangible and intangible property created, written, developed, conceived, designed or made, in connection with the Project in any form or medium now known or hereinafter developed, including without limitation, print, electronic and online media, in all languages throughout the world; (ii) the right to use the Project, in whole or in part, in advertising, publicity, and promotion of the Project and Company or Client, and to similarly use the Contractor’s name, likeness, and biographical information for those purposes; (iii) the right to make revisions to grammar, punctuation, tone, addition of titles, music, editing and formatting of the Project.

2. Contractor Representations.

   1. Representations and Warranties. The Contractor represents and warrants to Company that (a) the Project will fully conform to the requirements and terms set forth in the Campaign Invitation; (b) the Contractor is the sole author and owner of the Project and proprietor of all rights, including copyright, in and to the Project and to the best of Contractor’s knowledge, neither the Project nor any element or development thereof infringes or will infringe or misappropriates or will misappropriate the intellectual property rights of any third party; (c) The Project is original on the Contractor’s part, is submitted to Company only, has not been previously published, and is not in the public domain; (d) neither the Project nor any element thereof is or will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Contractor has not and will not grant, directly or indirectly, any rights or interest whatsoever in the Project to third parties; (f) Contractor has full right and power to enter into and perform this Agreement without the consent of any third party; (g) Contractor will comply with all laws and regulations applicable to Contractor’s obligations under this Agreement, will refrain from any unethical conduct, and will maintain high standards of professionalism; (h) the Project does not and will not contain any scandalous, libelous or unlawful matter; and (i) if any public blog, social media or other public postings are made on behalf of, or about the project, they are clearly marked #ad or #sponsored.

   2. The Contractor agrees to indemnify and hold harmless Company, its clients, trustees, officers, agents, employees and assigns against all claims, losses, costs, damages and/or expenses (including reasonable attorneys’ fees) arising out of or caused by any violation or alleged violation of Contractors representations, warranties, or of his or her duties or obligations under this agreement. If any claim is brought against Company based upon the Project, the Contractor will cooperate in the defense of such claim.

3. Termination.

   1. This agreement shall commence upon Contractor’s acceptance of the Campaign Invitation and the terms of this Agreement and continue until all required deliverables of Campaign Invitation have been completed or until terminated pursuant to this Section 7.

   2. Termination without Cause. Company may terminate this Agreement and withdraw the Campaign Invitation without cause at its convenience upon thirty (30) days’ prior written notice to Contractor. Contractor may terminate this Agreement at any time that there is no uncompleted Campaign Invitation in effect upon thirty (30) days’ prior written notice to Company. Company is responsible for and shall pay Contractor any due, but as yet unpaid, Fee set forth in Campaign Invitation within 30 days of termination and fully release Contractor from any non-compete obligations. Contractor shall be released, immediately and fully, from any non-compete obligation should any undisputed Fee remain unpaid after the due date stated herein.

   3. Termination with Cause. Either party may terminate this Agreement immediately in the event that the other party has materially breached the Agreement and fails to cure such breach within ten (10) days of receipt of notice by the non-breaching party setting forth in reasonable detail the nature of the breach. Company may also terminate this Agreement immediately in its sole discretion in the event of Contractor’s material breach of the sections titled Confidential Information and/or Intellectual Property Rights. Company will pay Contractor only those fees and expenses related to services requested by Company and actually performed during such notice period, as specified in the Campaign Invitation.

   4. Survival. The following provisions shall survive termination of this Agreement: Sections and Subsections titled Intellectual Property Rights, Contractor Representations and Warranties, Return of Company Property, Survival, and General Provisions.

4. General Provisions.

   1. Governing Law and Venue. This Agreement and any action related thereto will be governed, and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Contractor hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Company’s principal place of business is located for any lawsuit filed there against Contractor by Company arising from or related to this Agreement.

   2. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

   3. No Assignment. This Agreement, and Contractor’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by Contractor without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

   4. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the email address listed on the Campaign Invitation. Notice will be effective upon receipt of delivery.

   5. Injunctive Relief. Contractor acknowledges that, because its services are personal and unique and because Contractor will have access to Confidential Information of Company, any breach of this Agreement by Contractor would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.

   6. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

   7. Export. Contractor agrees not to export, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, to countries outside the United States, in violation of the United States export laws or regulations.

   8. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Contractor and Chief Executive Officer of the Company. The terms of this Agreement will govern all Campaign Invitations and services undertaken by Contractor for Company. In the event of any conflict between this Agreement and a Campaign Invitation, the terms of the Campaign Invitation shall govern, but only with respect to the services set forth therein.