These Influencer Terms – Product Only (“Terms”) are part of the Influencer Agreement entered into by and between the Seagate entity and influencer identified in the Influencer Partnership Agreement incorporating these Terms, who shall be referred to herein as “Seagate” and “Influencer”, respectively. The Influencer Agreement describes the specific deliverables (“Deliverables”) to be provided by Influencer and the consideration (Product Only) that Seagate shall render to Influencer for the Deliverables. These Terms and the Influencer Agreement form the “Agreement”.
DELIVERABLES REQUIREMENTS
Influencer shall: (i) incorporate into the Deliverables (videos, episodes, photos, social, etc.) Seagate provided branding, content, and sponsorship credit in a manner approved by Seagate; (ii) comply with all applicable YouTube, Instagram and other social media platform terms in providing Deliverables hereunder; (iii) not remove any social media posts or content created during the term of this Agreement on behalf of Seagate; and (iv) not send any e-mails or similar correspondence (e.g., text, IM, social media message) on Seagate’s behalf unless expressly requested to do so by Seagate. Further, any such messaging must comply with applicable anti-spam and privacy laws (must include appropriate opt-in/opt-out provisions and must not be sent to those who have opted out) and be approved in advance by Seagate.
The names, brands, logos, technologies, products, services, offerings, and programs (“Business Assets”) of Seagate shall be the only Business Assets (other than the Business Assets of Influencer as described herein) featured or referenced in Deliverables, except with prior written consent of Seagate in each case. For purposes of clarity, no Business Assets of a competitor of Seagate (i.e., electronic storage device manufacturer) may be featured or referred to in any Deliverables to be provided by Influencer hereunder.
If requested by Seagate, Influencer shall provide Seagate an opportunity to review and approve the topics and content of blogs, social media posts (including without limitation, videos, and films posted to YouTube accounts), and other Deliverables to be provided hereunder prior to posting or publishing by Influencer. If such materials are not approved, Seagate will meaningfully consult with Influencer and provide feedback, and Influencer will reasonably and promptly incorporate Seagate’s input into a revised Deliverable submitted for Seagate approval.
LICENSE GRANT. Influencer hereby grants to Seagate, a nonexclusive, non-transferable, sublicenseable (to Seagate’s affiliates, contractors, and marketing partners), perpetual, fully paid-up and royalty-free right and license to use, display, reproduce, modify, make derivative works of, and distribute the Deliverables (other than Seagate Owned Deliverables, defined below, in which Seagate retains all right, title, and interest), including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, specifically in connection with publicity, marketing, promotion, and sales efforts, including but not limited to press releases, case studies, sales materials, merchandising materials and communications, materials and content posted on Seagate’s web and social media presence, as well as with Seagate products and offerings. This license includes, without limitation, the right for Seagate to use paid media amplification (e.g., reference, link to, repost, share, re-tweet, etc.) of content produced by Influencer for the purposes of providing the Deliverables. Influencer shall not use, license, sell, transfer, assign, or distribute the Deliverables or any portion thereof, with or to any provider or manufacturer of electronic storage devices (other than Seagate).
OWNERSHIP. Seagate owns any Deliverables identified in an Influencer Agreement as "Seagate Owned Deliverables" or similar, each of which is specially ordered or commissioned by Seagate. Influencer assigns to Seagate, without further compensation, all right, title and interest in any Seagate Owned Deliverables, whether or not eligible for patent, copyright, industrial design rights, mask work rights, confidentiality, or other forms of intellectual property protection. As between Seagate and Influencer, Influencer shall retain all right, title, and interest in and to the Deliverables, subject to Seagate's ownership of Seagate Owned Deliverables and Seagate's (and its licensors' as applicable) retention of all right, title, and interest in and to all materials and content provided by Seagate under this Agreement (including without limitation the Seagate Marks).
USE OF INFLUENCER'S NAME, LIKENESS, AND RELATIONSHIP. Influencer grants Seagate the right to publicize the existence of a business relationship between the parties, including reference and to name and social media handles.
TERM AND TERMINATION. This Agreement is effective for one (1) year from the effective date of this Agreement, unless earlier terminated in writing by Seagate. This Agreement may be renewed for additional one (1) year periods, by mutual written agreement, which may include by e-mail. Seagate may terminate this Agreement for any reason, at any time, upon 30 days’ written notice to Influencer.
REPRESENTATIONS AND WARRANTIES. Influencer hereby represents and warrants that:
Influencer has the full right and authority to enter into this relationship, to make these representations and warranties, perform the obligations herein, and to grant the rights hereunder; Influencer’s participation in this relationship does not and will not violate any other prior or future agreement entered into by Influencer, or applicable law, including without limitation the Federal Trade Commission Guides concerning Use of Endorsements & Testimonials in Advertising and online marketing and advertising, in particular, that Influencer will (i) only refer to Seagate or LaCie, or their products or services if Influencer has also disclosed Influencer’s relationship with them, and whether Influencer has received any remuneration or compensation in any form (including any product(s) provided to Influencer free of charge), (ii) identify Influencer’s content and statements as Influencer’s own content and statements, and not those of Seagate or LaCie, and (iii) Influencer will be truthful in statements regarding Seagate and LaCie, and their products and services, and refrain from making any unsubstantiated statements or claims regarding any of them;
the Deliverables do not, and use thereof as licensed hereunder 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;
Influencer agrees to cooperate and timely perform all services hereunder in a competent and professional manner, and Influencer agrees to not disparage or denigrate Seagate or its products, any materials created pursuant to Influencer’s relationship or association with Seagate;
Influencer’s use of the Seagate names, trademarks, trade dress, and logos (“Seagate Marks”) shall comply with the branding guidelines made available at: www.branding.seagate.com and shall be subject to Seagate review and consent (upon request). Influencer shall not use the Seagate Marks or other Seagate provided materials or content except in performing the services and providing the Deliverables described in these Terms, without the advance written approval of Seagate in each case; and
Influencer is responsible for any taxes and other costs or expenses associated with the Deliverables or promotion of thereof, and Influencer’s acceptance and use of Seagate or LaCie products in connection with an Influencer Agreement.
INDEMNIFICATION. Influencer and Seagate (each, an “Indemnifying Party”), shall indemnify, defend, and hold harmless, the other party and its respective officers, directors, employees, agents, affiliates, 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 the Indemnifying Party of its representations and warranties hereunder.
RELATIONSHIP OF THE PARTIES AND TAXES.
Influencer and Seagate are independent contractors, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the parties for any purpose. Influencer has no authority (and shall not hold oneself out as having authority) to bind Seagate and shall not make any agreements or representations on Seagate's behalf without Seagate's prior written consent. Seagate is not responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining compensation insurance on Influencer’s behalf. Influencer is solely responsible for all such taxes or contributions, including penalties and interest.
Influencer will be required to provide a completed Form W-9 (or local equivalent tax documentation reasonably requested by Seagate) in order to receive product valued at $600 USD or greater (or such other income threshold established by the tax authorities in Influencer’s jurisdiction) in any calendar year.
CONFIDENTIAL INFORMATION AND PRIVACY. Unless otherwise authorized in writing by Seagate, Influencer shall not disclose confidential business or technical information related to Seagate (“Confidential Information”) to any third party, and Influencer shall limit its use and disclosure of Confidential Information solely to the purpose of fulfilling its obligations under the Agreement. The obligations of confidentiality do not apply to information that is: (a) in the public domain other than through breach of confidentiality (b) was, prior to receipt from Seagate, known by or received by Influencer from a third party without violation of obligation of confidentiality, or (c) was independently developed by Influencer without use of or reference to Confidential Information. In addition, these confidentiality obligations shall not prohibit Influencer from disclosing Confidential Information to the extent required by a court, administrative agency, or other governmental body, or by operation of law, provided that influencer provides written notice to Seagate reasonably in advance of disclosure. Upon termination of this Agreement, Influencer shall return or destroy the Confidential Information upon written request. The parties shall not disclose the existence or terms of this Agreement to any third party without the prior written consent of the other party, except as required by law or as necessary to comply with other obligations stated in this Agreement. If this Agreement allows for the processing of personal information, including access and transfer, Influencer agrees to comply with the Seagate Data Protection and Security requirements, located at https://www.seagate.com/legal-privacy/electronic-and-physical-security-and-data-protection/, which is also available from Seagate upon request, and is incorporated into this Agreement.
MISCELLANEOUS.
This Agreement is personal to Influencer. Influencer shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this section is void. Seagate may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule. Each party submits to the exclusive jurisdiction of the federal and state courts located in the County of Santa Clara, California in any legal suit, action, or proceeding arising out of or related to this Agreement or any Deliverables.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.
10.4 Notices to Influencer are effective when sent to the address or email listed in the Influencer Agreement; notices to Seagate are effective when sent to Seagate Technology LLC, C/O Corporate Contracts, 47488 Kato Road, Fremont, CA 94538.
