INFLUENCER AGREEMENT

  1. As a Influencer, you may participate in activities approved by Ehm & Co including, without limitation, in creating a blog post of your program content and sharing on social.
  1. You agree that your participation in any Influencer Activities will be in accordance with Ehm & Co’s reasonable instructions and requests. Your participation as a Influencer is voluntary. You are not required at any time to participate in Influencer Activities, to blog, or to discuss Ehm & Co, or Ehm & Co’s clients, products, initiatives, events, or other programs related to Ehm & Co.
  1. You agree that any content you create in connection with the Program (“Content”) will comply with the guidelines outlined in your program brief.
  1. You agree that your blogs, Content, and any discussion regarding Ehm & Co and/or its products/clients in any form of media during the Term of this Agreement, will clearly disclose your participation in the Program and any compensation you receive from Agency in connection with the Program, including, without limitation, travel, expenses, gift cards or products. If you are provided with products to review in connection with the Program, you may keep or dispose of the products at your discretion.
  1. Professional Conduct. You agree that when participating in Influencer Activities or presenting yourself to the public as an Influencer, you will at all times conduct yourself in a professional manner that is consistent with Ehm & Co’s image.
  1. Association. You agree not to reference your relationship with Ehm & Co, or your participation in the Program as a Influencer, in connection with any political activities, social causes, or commercial activities in which Ehm & Co is not associated, without Ehm & Co’s prior written consent.
  1. Compensation. You will receive compensation for the completion of campaign requirements outlined in your program brief. Payments are processed following the completion and submission of campaign requirements.
  1. Grant of Rights. Unless otherwise agreed in writing, you hereby grant Ehm & Co, its affiliates, agents, clients, and assigns the right to use and exhibit worldwide: (i) your name, likeness, voice, signature, and image in connection with the Program; (ii) the URL, links, and screenshots from your Program-related blogs, videos, and websites; and (iii) the Content in connection with the Program, including, without limitation, in advertising and promotional materials, in any social media channels, including, without limitation, Facebook, Twitter, YouTube, Instagram and Pinterest.
  1. You also hereby grant Ehm & Co, its affiliates, clients, agents, and assigns the right to publicize your association with Ehm & Co and its products and services, and the right to include on its websites a link to your Program-related blogs or websites, or other Content.
  1. You agree that no advertisement or other material need to be submitted to you for any further approval.
  1. Interviews and Confidentiality. You agree not to authorize or release advertising or publicity materials, or give interviews which make reference to the details of your engagement under this Agreement without Ehm & Co’s prior written approval, although during interviews you may respond, discuss, and comment in a favourable, positive, and non-disparaging manner that you are associated with Ehm & Co. You further agree not to divulge the substance of this Agreement or any of Ehm & Co’s marketing plans, strategies, results or other confidential information divulged to you or learned by you from any source whatsoever without Ehm & Co’s prior written consent, unless and until such information has generally become available to the public from sources other than you.
  1. Representations. You represent and warrant that: (i) you have the full right and power to enter into and fully perform this Agreement in accordance with its terms; (ii) the execution, delivery, and performance of this Agreement will not violate the rights of any third party or violate the provisions of any agreement to which you are a party; and (iii) you own and operate the blogs and websites on which you create and post Content.
  1. Ownership of Materials, Trademarks, Copyrights. You acknowledge that you have no right, title, or interest, and agree that you will not claim any, in or to any materials produced under this Agreement or in connection with the Program, or in or to any of our trademarks, service marks, trade names, or copyrights.
  1. Agency hereby grants to you a limited, non-exclusive, non-transferable, non-assignable, royalty-free sublicense to use Ehm & Co’s name, in connection with your participation in the Program.
  1. Indemnification and Release. You will at all times indemnify, defend, and hold harmless Ehm & Co, and their respective directors, officers, employees, licensees, agents, and assigns (“Covered Parties”) from and against any and all third party claims, loss, damages, liabilities, or expenses, including reasonable lawyers’ fees, arising out of any breach by you of any warranty or agreement made by you in this Agreement, in the performance of your obligations under this Agreement or arising out of any acts committed by you which were not authorized by us. If Ehm & Co seeks indemnification, you agree to give Ehm & Co, as the case may be, the right to participate in the defense and settlement of any such claim; provided, however, that you may not, without Ehm & Co’s prior written approval, settle or dispose of any claim of which you have agreed to accept the defense.
  1. You and your heirs, executors, administrators, employers, agents, representatives, insurers, and solicitors agree to release and discharge the Covered Parties from any and all claims arising out of or related to your participation in the Program, including without limitation, any liability for any accident, illness, injury, loss, or damage to personal property. You acknowledge and agree that the Covered Parties assume no responsibility for any liability, damage, or injury that may be caused by your negligent or intentional acts or omissions committed prior to, during, or after your participation in the Program, or for any liability, damage, or injury caused by the intentional or negligent acts or omissions of others, including other participants in the Program.
  1. Independent Contractor. Nothing in this Agreement is intended to create, nor will anything in this Agreement be construed or interpreted as creating, an agency, a partnership, a joint venture, or any other relationship between Ehm & Co and Influencer. The relationship between you, on one hand, and Ehm & Co, on the other hand, is that of independent contractors. None of Ehm & Co, on the one hand, or you on the other hand, shall be deemed to be the agent of the other party and none is authorized to take any action binding upon the other party other than as may be set forth herein, you acknowledge you are not entitled to participate in any benefit plans of Ehm & Co, even if it is later determined that your status was that of an employee during the period of this engagement. You expressly waive any claim for benefits coverage attributable to the services provided under this Agreement. You are responsible for paying all taxes and other employment related statutory remittances, filing all documents as may be required under applicable laws. You shall have no authority to bind or obligate Ehm & Co, or their affiliated companies in any way to any third party, nor shall you represent that you have such authority.
  1. Services Unique. It is expressly understood and agreed that your services and the rights and privileges granted to Ehm & Co hereunder are of a special, unique, unusual, extraordinary and intellectual character, giving them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and your failure or refusal to perform obligations hereunder would cause irreparable harm or damage. Should you fail or refuse to perform such obligations, Ehm & Co shall be entitled to injunctive or other equitable relief against you to prevent the continuance of such failure or refusal or to prevent Influencer from performing services for or granting rights to others in violation of this Agreement.
  1. No Obligation. Nothing in this Agreement will constitute any obligation on Ehm & Co to make any use of any of the materials, Influencer Activities or rights provided in this Agreement.
  1. Benefit; Assignment. You may not assign your rights or delegate your obligations under this Agreement. Agency may assign its rights under this Agreement to Ehm & Co or any other person designated by Ehm & Co, in which event notice will be provided to you by Agency or its assignee. No third party is entitled to any benefit of this Agreement except for Ehm & Co, where Ehm & Co is expressly granted rights.
  1. No Waiver. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions in this Agreement will not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions.
  1. Paragraph Headings. The paragraph headings contained in this document are for reference purposes only and are not intended and do not create substantive rights or obligations.
  1. Governing Law; Entire Agreement; Amendments. This Agreement will be construed and governed according to the laws of the Province of Ontario and the laws of Canada applicable therein, and represents the entire understanding between you and Agency regarding your services and supersedes all prior Agreements between you and Agency. No waiver, amendment or modification to this Agreement shall be valid unless in writing and signed by the parties to this Agreement.