Influencer Marketing Agreement Terms and Conditions

BY PARTICIPATING IN CAMPAIGN AND ACCEPTING COMPLIMENTARY EXPERIENCE, YOU AGREE TO BE BOUND BY THE TERMS SETOUT WITHIN THE LETTER THAT WAS SENT TO YOU AND TERMS AND CONDITIONS SETOUT HERE. VOID WHERE PROHIBITED OR RESTRICTED BY LAW.

These Influencer Marketing Agreement Terms and Conditions (“Terms and Conditions”) are incorporated by reference within supplement the additional terms separately outlined within the Influencer Campaign Summary Letter Agreement (the “Letter”) (collectively, “Agreement”). In consideration of the mutual obligations setout herein, this Agreement is made by and between the individual or entity that executed the Letter and Crystal Cruises Ltd. (“Company”) (collectively, “Parties”). Parties, intending to be legally bound, agree to the following terms and conditions, in addition to the details set out within the Letter:

1. Engagement. Company engages the limited services of the individual or entity defined within the Letter (“Contractor” or “you”) who has agreed to provide the limited marketing, branding, promotion, and content creations, Campaign as set out in the Letter (“Services”) as an independent contractor in exchange for the value of complimentary experiences as setout and limited to those defined within the Letter. Contractor agrees to keep Company updated of any progress, problems, or developments of which Contractor becomes aware regarding Services.

2. Prohibition. Residents of the following jurisdictions must fully and completely disclose their residency status explicitly and in writing withCompany. Even if you’ve received a Letter, you are not eligible to participate in Campaign or accept Experiences if you are a resident of the following jurisdictions: Russia, Belarus, Cuba, Iran, Syria, North Korea, Myanmar (formerly Burma) and Sudan, and any other OFAC sanctioned countries. Employees of Crystal Cruises Ltd., A&K Travel Group Ltd., and any of its respective related companies, parents, subsidiaries, affiliates, and agents and any agencies or other companies, as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee are not eligible to participate. Agreement is subject to all applicable federal, state, and local laws and regulations.

3. Compensation. As consideration for the full, prompt, and satisfactory performance of all Services to be rendered to Company, Company will compensate Contractor with the limited travel, excursion, or experience detailed within the Letter (“Experience”). Experience will vary in each unique agreement between Company and Contractor. Experience may include, but is not limited to flights, food, excursions, airfare, cruise vouchers, etc. Contractor acknowledges and agrees that Contractor is not entitled to receive compensation identical to that of any other Contractor. By signing the Letter and providing Services, Contractor agrees to accept the specific limited Experience described within the Letter and no more than that shall be provided from Company to Contractor. Contractor shall not be entitled to receive any other compensation from Company beyond the limited agreed-upon Experience setout within the Letter.

3.1. Offer is a limited one-time offer, not a guarantee, and will expire. Experience you’ve been offered by Company within the Letter is a one-time limited offer. You should not assume that an experience offered once will be offered again in future or that an experience offered to a difference influencer will be offered to you. Each Experience is unique and conditioned upon availability. The offered Experience will expire by the deadline set out in the Letter. If no expiration deadline is set out in the Letter, then the collaboration offer shall expire within three days (3) of the date offer is made and the Letter is shared with you for review. Even if you accept and sign the offer Letter, Company retains the exclusive final right to terminate this Agreement at any time.

3.2. No reimbursement for associated expenses. Company will not reimburse Contractor for any expenses required in the ordinary course of business or incurred by Contractor in connection with Contractor’s business affairs, including, but not limited to, travel, lodging, and other expenses incurred outside of those provided by Company as detailed within the Letter. All additional expenses shall remain Contractor’s sole responsibility.

3.3. Contractor is not and employee nor eligible for any of Company’s benefits. Contractor understands that Contractor is not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Company.

3.4. Contractor is responsible for their own tax obligations. Except as otherwise required by law, Company shall not withhold any sums or payments made to Contractor for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Contractor's responsibility. Contractor understands and agrees that Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation law.

3.5. Applicable travel terms expressly accepted and incorporated herein by reference. If you are offered the opportunity to join Company for one of our travel experiences and you accept, by signing this Agreement or otherwise participating in any associated travel with Company, you thereby expressly accept the associated travel terms and conditions associated with your travel experience. You may easily and readily access our terms and conditions by navigating to the website’s footer for experiences associated with A&K travel (here, https://www.abercrombiekent.com/), with C&K (here, https://www.coxandkings.co.uk/), with Akorn (here, https://www.akorndmc.com/), with ARA (here, https://www.aratours.com/en/), with Crystal (here, https://www.crystalcruises.com/), with Sanctuary (here, https://sanctuaryretreats.com/), or with Ecoventura (here, https://www.ecoventura.com/). All related terms for any applicable Experience are incorporated into this Agreement by reference as if expressly stated herein.

4. Term; Exclusivity. This Agreement is effective for the limited period from the date of this letter set out above and will continues for a limited finite amount of time until Contractor fully delivers Services and associated Deliverables to Company pursuant to the terms set out in this Agreement (“Term”). Contractors agrees that during the Term, and for one (1) year afterward, Contractor will not do any influencer marketing or advertising for our competitors.

5. Deliverables. During the Term, you agree to publish the number of social media posts, content, promotions, videos, lives, or other unique creation you develop in providing limited Services to Company (“Deliverables”) on the specific platforms or mediums identified in the Letter. The Deliverables will conform to the specifications and instructions outlined in the Letter and these Terms and Conditions. We will provide you with any applicable briefing materials, so you can create Deliverables that achieve the goals of the Campaign. It is your responsibility to ensure all your Deliverables meet the following requirements:

Your Deliverables must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides”), for which we provide you a link in Exhibit B. You agree to participate in any training we require on our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. 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. You must place the disclosure in plain sight near any audio or visual communications that you make about us, our brands, and our products/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 (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). If you post on Instagram, the disclosure must be made within the first two lines of text and before the “more” button. If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
Although we want your Deliverables to be authentic, your Deliverables should only include factual statements about Company and our products/services which you know for certain are true and Company can prove or verify. If provided, your Deliverables should also rely on the Campaign materials to accurately use our trademarks, describe the Campaign, and describe our products/services.
Your Deliverables will reflect your own honest opinions, beliefs, and experiences.
Your Deliverables will be original and created solely by you.
Your Deliverables will not include the intellectual property of other parties, including any third-party music, photographs, artwork (including, but not limited to, graffiti, murals, and/or tattoos), trademarks, logos, or slogans. If the Deliverables incorporate any intellectual property of other parties, you shall be solely responsible for acquiring all licenses, permissions and publicity or photography releases required under any applicable law or otherwise necessary or desirable.
Should your Deliverables include any person, or personally identifiable information about anyone, other than you, you bear full responsibility for any associated claims made by said persons.
Your Deliverables will comply with the rules of the applicable social media platforms.Your Deliverables will comply with our standards of conduct set out in the Letter, Exhibit B and C, and any other policies we provide you.
Your Deliverables will comply with all applicable laws, rules, and regulations.

6. Schedule; Approvals. With respect to each Deliverable due during the Term, you will publish and produce content, Services, and Deliverables on a timely basis according to the schedule and Content Approval Procedure set out in Letter.

7.Monitoring Deliverables. You understand that we will be monitoring your Deliverables for compliance with this Agreement. We have the right to address noncompliant Deliverables by any taking any of the following actions alone or in combination: (i) Requiring you to fix the Deliverable, (ii) fixing the Deliverable ourselves or through one of our agencies, (iii) withholding compensation or demanding you refund the value of your Experience, (iv) terminating the Agreement for a material breach.

8. Ownership rights conveyed by Contractor to Company. Company will retain the rights selected and agreed in the Letter for all content, Services and Delivered produced by Contractor. If no option is selected in the Letter, then by default, Company will have Full Rights detailed below.

1.1 Unlimited full and exclusive right. If Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all copyrights and other intellectual property rights therein. We will own each Deliverable as a work made for hire as defined in Section 101 of the Copyright Act of 1976. To the extent any Deliverable does not qualify as, or otherwise fails to be, work made for hire, you hereby (a) assign, transfer, and otherwise convey to us, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to the Deliverables, including all copyrights and other intellectual property rights in them; and (b) irrevocably waive any and all claims you may now or hereafter have in any jurisdiction to so-called “moral rights” with respect to Deliverable.

9. Limited rights conveyed by Company to Contractor. We hereby grant and license to you a limited, non-transferable, non-exclusive, non-assignable, non-sublicensable and revocable right and license to use Company’s trademarks, trade name, service mark, design, logo, or domain name in the form we provide to you (the “Company Marks”) as necessary to perform your obligations hereunder, solely during the Term. You will use Company Marks in accordance with our trademark usage guidelines and quality control standards, as provided, as may be updated from time to time. If we notify you in writing that any use does not comply, you shall immediately remedy the use to meet our guidelines and quality control standards or terminate such use. All use of Company Marks, and all goodwill associated therewith, shall inure solely to our benefit. We will retain all right, title and interest in and to Company Marks.

10. Use of Your Name, Likeness, and Information. You hereby grant Company and 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 Deliverables, and any derivative works we make from the Deliverables, including to advertise and promote the same or any product/service/travel that features or includes at least one of the Deliverable or a derivative work of a Deliverable, in whole or in part, in perpetuity throughout the world and in any medium, format, or platform now existing or hereafter created without further consent from or any royalty, payment, or other compensation to you. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.

11. Cruise conditions and limitations. If a cruise is provided as part of the Agreement, cruise certificate may be redeemed for a guestroom of Company’s choosing, which will be confirmed at the time of booking based on availability. Cruise certificate is valid for cruise-only passage and does not include destination fees unless expressly detailed within Letter. Shipboard amenities including all gratuities, all beverages including select wines and spirits are not guaranteed unless express detailed within the Letter. Unless stated otherwise within the Letter, Contractor will be responsible for arranging their own transfers to and from the vessel. Shore excursions and onboard personal expenses are not included unless clearly set out within the Letter. Cruise certificate is non-transferable, non-refundable, not redeemable for cash and is void if raffled, sold for cash or other consideration by Contractor. If Contractor is unable to travel on Cruise, Cruise will be forfeited. Any cancellations require written notification per Company’s cancellation policy and will result in complete forfeiture. Availability of guestrooms or accommodations cannot be guaranteed. Company may unilaterally change, postpone, delay or cancel cruise. Where Company modifies or cancels cruise, Company will have no liability of any kind to Guests or other third parties due to any alteration of the scheduled itinerary or cancellation of cruise. Upon acceptance of this cruise certificate Guests agree to carefully review and be bound by the associated terms and conditions, including applicable booking terms and conditions, any associated cruise contract, and associated privacy policy.

12. Hotel Arrangements conditions and limitations. If hotel arrangements are provided as part of the Agreement, hotel arrangements are non-transferable, non-refundable, not redeemable for cash and void if raffled, sold for cash or other consideration by Contractor. Room upgrades, club access, and any other hotel amenities are not included unless expressly set out in writing within the Letter. Hotel arrangements cannot be used in conjunction with any loyalty programme, any other discount, coupon, voucher, promotion, or special offer. Return transfers to Contractor’s home or to the airport are not included, unless expressly set out in the Letter. If Contractor is unable to travel on the pre-booked hotel arrangements, said hotel arrangements will be forfeited. Any cancellations will result in complete forfeiture. Hotel accommodations and rooms are subject to availability and cannot be guaranteed. Hotel may unilaterally change, postpone, delay or cancel hotel arrangements for which Administrator bears no power or control. Where hotel modifies or cancels hotel arrangements, whether those arrangements were made by Company or by Contractor, Company will have no liability of any kind to Contractor. Contractor agrees to carefully review and be bound by associated terms and conditions.

13. Flight Arrangement conditions and limitations. If flight arrangements are provided as part of the Agreement, flight arrangements are non-transferable, non-refundable, not redeemable for cash and void if raffled, sold for cash or other consideration by Contractor. Lounge passes and flight upgrades are not included unless expressly set out in writing in the Letter. Flights cannot be used in conjunction with any loyalty programme, any other discount, coupon, voucher, promotion, or special offer. Frequent flyer points cannot be accrued on the flight tickets or any loyalty programme. Return transfers from Contractor’s home to the airport are not included unless expressly set out in the Letter. If Contractors are unable to travel on pre-booked flight arrangements, said flight arrangements will be forfeited. Any cancellations will result in complete forfeiture. Airline seats are subject to availability and cannot be guaranteed. Airline may unilaterally change, postpone, delay or cancel flight arrangements for which Company bears no power or control. Where airline modifies or cancels flight arrangements, whether those arrangements were made by Company or by Contractor, Company will have no liability of any kind to Contractor. Contractor agrees to carefully review and be bound by the associated terms and conditions and are subject to, in addition to any applicable Company terms and conditions, the airlines’ conditions of carriage, booking terms and conditions, and any other associated terms.

14. No travel insurance or reimbursement. Contractor will not be entitled to any compensation and will have no claim against Company if the Experience or any other event forming part of the Experience is delayed, postponed, rescheduled, replaced or cancelled. It will be Contractor’s responsibility to take out at their own cost all relevant insurance including all medical expenses including evacuation/repatriation, personal baggage, personal liability, death and permanent disability, and travel document insurance. If Contractor suffers from a disability or medical condition Contractor should disclose this to Contractor’s prospective insurers which may be required or prudent to take. Any necessary visas or travel insurance are Contractor’s responsibility. If Contractor is unable to travel due to a visa or other personal circumstances, no alternative tickets will be issued, and no compensation or other Experience will be provided. If Contractor needs to cut the trip short for any reason, Company shall not be responsible for any additional costs Contractor may incur in arranging such additional travel, nor will any compensation be offered for the missed services. It is the responsibility of Contractor to check any travel advisories issued by the government, to determine whether they wish to accept the risk of travelling to the destinations. Contractor will not be responsible for any loss or damages suffered by Contractor arising out of their failure to follow any travel advisories issued by the Government. Contractor must comply with and be responsible for obtaining all information regarding any recommended inoculations and obtaining the inoculations and health regulations required to travel to Experience destination country(s), at Contractor’s own cost.

15. Representations and Warranties. You represent and warrant that you are at least eighteen (18) years of age, and you have full right, power, and authority to grant the rights hereunder. You further represent and warrant that you are not a member of SAG-AFTRA. Additionally, you hereby represent and warrant that you have not posted on social media, or made any public statement that, in Company’s sole discretion, disparages Company, would cause embarrassment to Company group or any of its executives, officers or directors or damage the Company brand. By providing the Deliverables to us, you represent and warrant that the Deliverable: (i) are your sole and original creation; (ii) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part; (iii) are not libelous, disparaging, defamatory, or otherwise offensive; and, (iv) 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.

16. Restrictions.Contractor and Contractor’s social networking sites (“SNS”) and online presence must conform to all these restrictions (“Restrictions”):

Associated SNS account must not contain material that violates or infringes another’s rights, including but not limited to privacy, publicity, or intellectual property rights, or that constitutes copyright infringement.
Associated SNS account must not contain brand names or trademarks other than permissible use of Company’s mark, which entrant has a limited license to use for the sole purpose of creating and publishing Services.
Associated SNS account must not contain indecent or unsafe behavior or situations, profanities or material that is harmful, abusive, vulgar, sexually explicit, inappropriate, indecent, obscene hateful, tortuous, defamatory, slanderous or libelous or, in a reasonable person’s view, otherwise offensive or objectionable.
Associated SNS account must not contain material that promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation, age, or as otherwise determined to be inappropriate in Administrator’s sole discretion.
Associated SNS account must not contain material that is unlawful, in violation of or contrary to the laws or regulations in any applicable jurisdiction.
Associated SNS account must not contain material that disparages any person or organization, including Company.
Associated SNS account must not contain material that references persons or organizations without their written permission.
Associated SNS account must not contain material that is unlawful, in violation of or contrary to all applicable federal, state, or local laws and regulations.
Associated SNS account must not contain anything that is determined to damage or diminish Company’s goodwill, as determined by Administrator in its sole discretion.
Associated SNS account must comply with the Terms and Conditions, as well as any applicable guidelines, posted by SNSs including, but not limited to Facebook, Twitter, Instagram, Discord, Steam, TikTok, LinkedIn, YouTube, etc.

17. Opt-in to emails and other notices. By participating in Agreement or accepting Experience, Contractor expressly agrees and opts-in to receive marketing, sales, and promotion correspondence from Company via emails, text messages, direct messages, and any other form of correspondence.

18. Indemnification. You agree to indemnify, defend, and hold Company harmless, our affiliates, and our and their respective officers, directors, employees, agents, attorneys, 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 breach by you of your representations or warranties, or other obligations hereunder; or any claim that the Deliverables infringed on, or otherwise misappropriated, the intellectual property or other rights of any third party.

19. Termination.You may terminate this Agreement if we commit a material breach of this Agreement and fail to cure the breach within thirty (30) days of receiving written notice of the breach from you. Company may terminate this Agreement immediately upon written notice to you if you: (i) commit a material breach of this Agreement, including, but not limited to, a breach of your representations and warranties. To avoid any doubt, failure of a Deliverable to comply with Company’s requirements is a material breach; (ii) commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; (iii) commit any act or become involved in any situation or occurrence which, in Company’s sole discretion, 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 Company or reduces the commercial value of our association with you; or, (iv) information becomes public about your having, in the past, so conducted yourself as in (ii) or (iii). In the case of termination pursuant to this Section, Company shall be entitled to the immediate return of the Fee, and you shall not be entitled to any further compensation under this Agreement.

20. Relationship of Parties. You understand that you are an independent contractor of Company, 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 Company and will not make any agreements or representations on our behalf without our prior written consent. 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.

21. Indemnification and Set-Off; Limitation of Liability. Contractor shall indemnify and hold harmless Company for the full amount of all claims, liabilities, demands, damages, expenses, losses, refunds, fines, costs (including reasonable legal costs) and all other sums of whatever nature which Company incurs, suffers or becomes responsible for as a result, directly or indirectly, of any negligence, any physical injury, death, or property damage, any Services performed, any act or omission, and/or any breach of this Agreement, by Contractor or anyone acting for or on their behalf. This indemnity shall survive and remain in full force and effect after the termination of this Agreement for whatever reason. Company may satisfy any indemnity contained in this clause (in whole or in part) by way of deduction from any payment due to Contractor, to the extent permitted by law. In no event will Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, shall not exceed the aggregate amount of fees owed by Company to Contractor for Services performed under this Agreement.

22. Performance of Services for Others. This Agreement shall not restrict Contractor from performing services for other clients or businesses; provided, however, that during the Term of this Agreement, Contractor shall not apply, bid, or contract for; or undertake any employment, independent contractor work, or consulting work with, any competitor of Company. The determination of which businesses constitute “competitors” of Company shall be solely within the exclusive discretion of Company. Contractor will notify Company immediately if, during the Term, they engage, or propose to engage, in the performance of services for any competitor of Company, or any vendor to or customer of Company. If Contractor performs services, whether as an employee or an independent contractor, for a competitor of Company during the Term of this Agreement, Company may terminate this Agreement immediately and without further obligation.

23. Confidentiality. In consideration and as a condition of Contractor’s continuing relationship with Company and/or by companies which it owns, controls, or is affiliated with, or their successors in business (for purposes of this clause only, the “Company”), and the compensation paid for Contractor's Services, Contractor agrees: (i) to keep confidential, except as Company may otherwise consent in writing, and not to disclose, or make any use of except for the benefit of Company, at any time either during or subsequent to Contractor's relationship with Company, any trade secrets, confidential information, knowledge, data, or other information of Company relating to products, processes, know-how, designs, customer or guest lists, business plans, marketing plans and strategies, and pricing strategies or any subject matter pertaining to any business of Company or any of its affiliates, which Contractor may produce, obtain or otherwise acquire during the course of his relationship with Company, except as herein provided and (ii) not to deliver, reproduce or in any way allow any such trade secrets, confidential information, knowledge, data or other information, or any documentation relating thereto, to be delivered or used by any third parties without specific direction or consent of a duly authorized representative of Company. All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the confidential information shall belong exclusively to Company. In the event of termination of Contractor's relationship with Company for any reason whatsoever, Contractor agrees to surrender and deliver to Company promptly all records, materials, equipment, drawings and data of any nature pertaining to any invention or confidential information of Company or to Contractor's engagement with Company, and Contractor will not take with them any description containing or pertaining to any confidential information, knowledge or data of Company which Contractor may produce or obtain during the course of performing Services and thereafter Contractor shall hold in confidence and not to directly or indirectly reveal, report, publish, disclose or transfer any of the confidential information to any other person or entity, or utilize any of the confidential information for any purpose. Contractor acknowledges that any breach or threatened breach of this clause will result in irreparable harm to Company for which damages would be an inadequate remedy. Therefore, Company shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of this Agreement. Such equitable relief shall be in addition to Company’s rights and remedies otherwise available at law.

24. Ownership. All works of authorship, designs, inventions, improvements, technology, developments, discoveries, and trade secrets conceived, made, or discovered by Contractor during the period of this Agreement, solely or in collaboration with others, that relate in any manner to the business of Company (collectively, “Inventions”) will be the sole property of Company. In addition, Inventions that constitute copyrightable subject matter will be considered “works made for hire” as that term is defined in the United States Copyright Act. To the extent that ownership of the Inventions does not by operation of law vest in Company, Contractor will assign (or cause to be assigned) and does hereby assign fully to Company all right, title, and interest in and to the Inventions, including all related intellectual property rights. Contractor will assist Company and its designees in every proper way to secure Company’s rights in the Inventions and related intellectual property rights in all countries. Contractor will disclose to Company all pertinent information and data with respect to Inventions and related intellectual property rights. Contractor will execute all applications, specifications, oaths, assignments, and other instruments that Company deems necessary to apply for and obtain these rights and to assign and convey to Company, its successors, assigns, and nominees the sole and exclusive right, title, and interest in and to these Inventions, and any related intellectual property rights. Contractor’s obligation to provide assistance will continue after the termination or expiration of this Agreement. If in the course of performing Services, Contractor incorporates into any Invention any other work of authorship, invention, improvement, or proprietary information, or other materials owned by Contractor or in which Contractor has an interest, Contractor will grant and does now grant to Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to reproduce, manufacture, modify, distribute, use, import, and otherwise exploit the material as part of or in connection with the Invention. If Contractor’s unavailability or any other factor prevents Company from pursuing or applying for any application for any United States or foreign registrations or applications covering the Inventions and related intellectual property rights assigned to Company, then Contractor irrevocably designates and appoints Company as Contractor’s agent and attorney in fact. Accordingly, Company may act for and in Contractor’s behalf and stead to execute and file any applications and to do all other lawfully permitted acts to further the prosecution and issuance of the registrations and applications with the same legal force and effect as if executed by Contractor.

25. Non-Solicitation. Contractor agrees that they shall not without Company’s prior written consent, either during the Term of this Agreement, or within twelve (12) months after termination of this Agreement, directly or indirectly: (i) engage, employ or solicit for employment any person who during the term of this Agreement was an employee or independent contractor of Company or any group company; or (ii) solicit or accept business from, or provide products or services to, any customer of Company with whom Contractor became acquainted or about whom Contractor learned personal information as a result of their performance of services for Company (under this Agreement or otherwise), where such business, products or services would be competitive with those provided by Company or any other company in its group.

26. Termination. Notwithstanding anything in this Agreement to the contrary, the Term may be terminated by either Party at any time without advance notice, upon a material breach by the other party of any of its or their obligations; and the Term may be terminated without cause by either party upon fifteen (15) days written notice to the other. Where Influencer Terminates the Agreement, Influencer remains responsible for all remaining terms of this Agreement, including, but not limited to, ensuring Influencer provides Company Deliverables and social content equivalent to the full value of the Experience Influencer received or money advanced for payments of things (like flights or travel) by Company on Influencer’s behalf.

27. Material breach. Material breaches of this Agreement include: (i) a material violation of this Agreement; (ii) any act exposing the other party to liability to others for personal injury or property damage; or (iii) noncompliance with any of Company’s codes of conduct, guidelines, or other directives, including but not limited to Company’s Standards of Conduct and Social Media Policy.

28. Independent Contractor. Company and Contractor expressly agree and understand that Contractor is an independent contractor and nothing in this Agreement nor Services rendered hereunder is meant, or shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners, joint employers or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Contractor is not Company’s agent and is not authorized and shall not have the power or authority to bind Company or incur any liability or obligation, or act on Company’s behalf. Without Company's prior written consent, at no time shall Contractor represent that they are an agent of Company, or that any of the views, advice, statements and/or information that may be provided while performing Services are those of Company. While Company is entitled to provide Contractor with general guidance to assist Contractor in completing the scope of work to Company's satisfaction, Contractor is ultimately responsible for directing and controlling the performance of the task and the scope of work, in accordance with the terms and conditions of this Agreement. Contractor shall use their best efforts, energy, and skill in their own name and in such manner as they see fit.

29. Contractor’s Warranties. As an inducement to Company entering and consummating this Agreement, Contractor represents, warrants, and covenants as follows:

29.1. Organization Representations; Enforceability. If Contractor is a company, (a) Contractor is duly organized, validly existing, and in good standing in the jurisdiction stated in the preamble to this Agreement, (b) the execution and delivery of this Agreement by Contractor and the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Contractor, and (c) this Agreement constitutes a valid and binding obligation of Contractor that is enforceable in accordance with its terms.

29.2. Compliance with Company Policies. Contractor will perform Services in accordance with all policies and procedures provided by Company, including but not limited to, Company’s Standards of Conduct and any third-party policies and procedures with which Company is required to comply.

29.3. No Conflict. The entering into and performance of this Agreement by Contractor does not and will not: (a) violate, conflict with, or result in a material default under any other contract, agreement, indenture, decree, judgment, undertaking, conveyance, lien, or encumbrance to which Contractor is a party or by which it or any of Contractor’s property is or may become subject or bound, or (b) violate any applicable law or government regulation. Contractor will not grant any rights under any future agreement, nor will it permit or suffer any lien, obligation, or encumbrances that will conflict with the full enjoyment by Company of its rights under this Agreement.

29.4. Right to Make Full Grant. Contractor has and will have all requisite ownership, rights, and licenses to fully perform its obligations under this Agreement and to grant to Company all rights with respect to the Inventions and related intellectual property rights to be granted under this Agreement, free and clear of any and all agreements, liens, adverse claims, encumbrances, and interests of any person or entity, including, without limitation, Contractor’s employees, agents, artists, and contractors and their contractors’ employees, agents, and artists, who have provided, are providing, or will provide services with respect to the development of the Inventions.

29.5. Pre-existing Works and Third-Party Materials. Contractor will not, without Company’s prior written consent, incorporate any pre-existing works or third-party materials into the Inventions. Additionally, Contractor has the right to assign and transfer rights to pre-existing works and third-party materials as specified in this Agreement.

29.6. Noninfringement. Nothing contained in the Deliverables or required for Contractor to create and Deliverables and provide Services under this Agreement does or will infringe, violate, or misappropriate any intellectual property rights of any third party. Further, no characteristic of Deliverable or Service does or will cause manufacturing, using, maintaining, or selling Deliverable to infringe, violate, or misappropriate the intellectual property rights of any third party.

29.7. No Pending or Current Litigation. Contractor is not involved in litigation, arbitration, or any other claim and knows of no pending litigation, arbitration, other claim, or fact that may be the basis of any claim regarding any of the materials Contractor has used or will use to develop or has incorporated or will incorporate into the Inventions to be delivered under this Agreement.

29.8. No Harmful Content. The Deliverables as delivered by Contractor to Company will not contain matter that is injurious to end-users or their property, or that is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful or tortious.

29.9. Inspection and testing of Deliverables. Prior to delivery to Company, Contractor will inspect and test Deliverables and the media upon which it is to be delivered, if applicable, to ensure that Deliverable and media contain no computer viruses, booby traps, time bombs, or other programming designed to interfere with the normal functioning of the Invention or Company’s or an end-user’s equipment, programs, or data.

29.10. Services. Services, including, but not limited to, production and publication of Deliverables, will be performed in a timely, competent, professional, and workmanlike manner.

29.11. Compliance with laws. Contractor, in their performance under this Agreement, shall comply with all applicable federal, state, and local laws and regulations.

30. Force Majeure. Company and Contractor shall be excused from performance of their respective obligations under this Agreement and Company shall not be responsible for any loss, damage, delay or failure in performance under this Agreement where circumstances amounting to “force majeure” occur, for as long as such circumstances last and affect contractual performance. For the purposes of this Agreement, “force majeure” shall mean unusual and/or unforeseeable events caused by acts of God or man beyond the control of the party seeking to rely on them, including, but without limitation: flood, drought, earthquake, extreme weather or other natural disaster; quarantine, epidemic, pandemic or significant risk to human health such as the outbreak of disease (including but not limited to Covid-19 and any disease caused by a new strain of the coronavirus); terrorist attack, civil war, civil commotion or riots, arrest or restraint by princes, rulers or people, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;nuclear, chemical or biological contamination or sonic boom; any law, guidance or advice issued, or any other action or closure taken by a government (local or national) or port, border, river and/or aviation authority (local or national) or other public authority; collapse of buildings, fire, explosion or accident; or interruption, mechanical failure or failure of utility service. In the event of force majeure, the party seeking to rely on this clause must: (i) give immediate notice to the other party by email stating the nature of the event and its likely duration and the effect of the force majeure event on its, his or her ability to perform any of their obligations under this Agreement; and (ii) use all reasonable efforts to mitigate the effect of the force majeure event on the performance of their obligations. Without prejudice to any other rights or remedies of Company and notwithstanding any other provision of this Agreement, in the event of: (i) a force majeure event; (ii) unavoidable and extraordinary circumstances occurring at the place of destination or its immediate vicinity; (iii) unavoidable and extraordinary circumstances occurring at the place of destination or its immediate vicinity, which significantly affect the performance of Services or the carriage of customers to the destination and/or prevent customers from traveling safely to the destination; or (iv) customers(s) being unable to travel to or complete their stay due to a force majeure event, then:Company shall be entitled to: (i) withhold any payments due to Contractor; and/or (ii) cancel any services or bookings made under this Agreement; and/or (iii) terminate this Agreement, in each case with immediate effect without incurring any penalty, charge or liability whatsoever; and Contractor shall refund to Company in full all deposits and other payments received by Contractor or deemed to have been received by Contractor in relation to the affected services or bookings within seven (7) days of the occurrence of the force majeure or other event. All amounts due under this Agreement from Contractor to Company shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

31. Controlling Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the United States in the State of Florida. Parties irrevocably agree that Florida courts shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

32. Dispute resolution. In the event of a dispute between Company and Production Company arising from this Agreement or otherwise, Parties agree first to make a good faith effort to resolve the dispute through in-person or digital negotiation at a mutually agreeable venue. Parties agree to make a good faith effort to schedule a live (in-person or digital) negotiation to take place within fourteen (14) business days of either party’s written request for negotiation served upon the other party in writing. Following this negotiation process, if the dispute between Company and Production Company is still unresolved, Company or Production Company may request mediation. The party requesting mediation shall submit such request in writing to the other party. The responding party shall have fourteen (14) business days to agree to mediation. Failure to respond by close of business on the fourteenth (14) business day shall permit the requesting party to proceed with all available remedies under the law. Upon acceptance of the mediation request, Parties shall each submit a list of three proposed mediators, with mediation to be set not more than thirty (30) days from the date of acceptance unless the Company and Production Company mutually agree to extend the period in writing. Mediation costs shall be divided equally between Parties. If Production Company initiates arbitration or files a lawsuit in any court without first requesting mediation in accordance with this provision, said Production Company shall not be entitled to record any costs or attorney’s fees in said action, even if it prevails. If Parties’ efforts to resolve the dispute fail and Parties proceed to litigation, arbitration, or any other formal dispute resolution mechanism, the prevailing party will be entitled to recover all fees and costs incurred.

33. Attorney’s Fees. If either party advances formal dispute resolution proceedings, including, but not limited to, litigation or arbitration, against the other to enforce any of its rights under this Agreement, then the prevailing party in such suit shall be entitled to collect from the other party all costs of such proceedings, including reasonable attorneys’ fees and court cost incurred at all tribunal levels, including, without limitation, appeals and bankruptcy. A party shall be deemed to have prevailed if: (i) it initiated the proceeding, litigation, counterclaim, or appeal and substantially obtained the relief it sought, either through a judgment or losing Party’s voluntary action before a proceeding, arbitration (if scheduled), trial, or judgment (except in the case of formal settlement, the terms of which shall control); (ii) other party withdraws its action without substantially obtaining the relief sought; or (iii) it did not initiate the proceeding, and the judgment is entered for either party, but without substantially granting the relief sought by other party.

34. Headings. The headings in this Agreement are inserted for convenience only and shall not be used to define, limit, or describe the scope of this Agreement or any of the obligations set forth herein.

35. Final Agreement. This Agreement constitutes the final understanding and agreement between Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between Parties, whether written or oral. This Agreement may be amended, supplemented, or changed only by agreement in writing signed by all Parties.

36. Notices. Any notice, request, request for approval, instruction, or other document to be given hereunder shall be in writing and shall be deemed duly given and received when same is delivered personally or when sent by confirmed email. Any notice under this Agreement must be in writing and shall be effective upon delivery by hand, one (1) day following the day when deposited with a reputable, established overnight courier service for delivery to the intended addressee, or five (5) business days after deposited in the United States mail, postage prepaid, certified or registered, and addressed to Company or to Contractor at the corresponding address set forth below. Alternatively, Parties may utilize email as the method of delivery of any such notice to be provided hereunder. Any notices sent by email shall be delivered to the email addresses set forth below, or such other email address as designated by a party during the Term. Notices sent by email shall be deemed effective upon confirmation of delivery by a “read receipt” or other such notice generated by the applicable email system, but in any event, by reply of the recipient of such notice. Contractor shall be obligated to notify Company in writing of any change in Contractor’s mail, email address, or other contact information in the Influencer Profile. If to Contractor, email listed on Influencer Profile. If to Company, [email protected].

37. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. 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.

38. Assignment and Delegation. Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement without Company’s prior written approval.

39. Successors and Assigns. This Agreement is personal to you. You agree that 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. Company 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 Parties and their respective permitted successors and assigns. This Agreement shall be binding upon, and inure to the benefit of, all Parties and their respective successors and assigns; provided, however, that Contractor may not assign this Agreement or subcontract the performance of any Services without the prior written consent of Company.

40. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

41. Survival. To the extent consistent with this Agreement, all representations, warranties and post-termination obligations contained in this Agreement shall survive the expiration of the Term, or the termination, of this Agreement.