Mason Smith Promotional Agreement
TERMS AND CONDITIONS
By signing this agreement and/or accepting service or reserving a spot in our giveaway, You, the customer, confirm that you have read and agree to all terms and conditions of this agreement including any additional terms and disclosures listed. These Terms and Conditions (“Terms”) describe the terms on which Social Stance Media, LLC (“Social Stance”) will provide advertising services (the “Services”) to you (the “Advertiser”) under an Order (each an “Order” and collectively, “Orders”). In these Terms, you and Social Stance may be referred to individually as a “Party” and collectively as the “Parties.” These Terms and any Orders entered into by the Parties will be referred to collectively as the “Agreement.”
1. Orders. From time to time, the Parties may enter into an Order under which Social Stance will provide the Services to Advertiser. All Orders are subject to and governed by these Terms. Social Stance reserves the right to refuse any Order, or cancel any Order, at any time without cause. Revisions or modifications to accepted Orders must be agreed on by the Parties in writing.
2. Payment. All amounts due and payable under an Order must be received by
Social Stance by the due date set forth in the Order (the “Due Date”). If payment is not received by the Due Date, the Order will automatically terminate, unless, in Social Stance’s sole discretion, Advertiser is nonetheless included in the Campaign pending receipt of Advertiser’s payment.
3. Description of Social Stance’s Services.
a. Your social media profile(s), as set forth in the applicable Order, (each, a “Profile” and collectively, “Profiles”) will be placed on a list of featured profiles on the Campaign Host Account to receive access to new follower growth through fans of the celebrity involved in the applicable promotional campaign (each, a “Campaign” and collectively, “Campaigns”)
b. The Campaign will be posted on the celebrity's social media account. Followers will be directed to visit the tagged Campaign Host Account to enter a giveaway to win the prize.
c. The Campaign Host Account will be following the Advertiser, together with other businesses taking part in the Campaign.
d. As part of the entry criteria, entrants will be required to follow all businesses the Campaign Host Account is following.
e. Competition terms and conditions will be published online at the Giveaway Administrator’s Website.
g. The Giveaway Administrator will conduct a random draw of eligible entrants. The winner will be announced online via Giveaway Administrator’s Website in accordance with applicable law.
h. Other than specifically set forth herein, you will not receive copies of any Campaign materials and will have no right or license to use such materials in any way, including, without limitation, photos, videos, artwork or advertising copy.
i. Social Stance will provide Advertiser with a list of emails it obtains from the bonus entry portion of the Campaign that Advertiser may use for marketing purposes.
4. Disruption.
a. In the unlikely event that the Campaign is disrupted in any way for any reason, that could adversely affect the Campaign, Social Stance may, in its sole discretion, extend, modify, reschedule, relocate, terminate, or otherwise adjust the Campaign. This is the sole remedy for disruption of the Campaign and Advertiser acknowledges that it is not entitled to a refund or other compensation.
b. In the event of a disruption to the Campaign, Social Stance will: (1) use its best efforts to resolve the disruption; and (2) contact the Advertiser by email as soon as practicable, informing them of the disruption and Social Stance’s chosen course of action.
5. Unsolicited offers and non-disclosure. Soliciting giveaway participants and members of Social Stance’s networking groups is strictly prohibited. For a period of thirty (30) days prior to, and thirty (30) days following completion of, this campaign, the Advertiser is not to contact: (i) other participants of this campaign; (ii) representatives of Social Stance; or (iii) the talent, or their representative, with unsolicited offers for personal or business gain. Advertiser is not allowed to disclose the terms and price of the Service, followers gained, and email list(s).
6. Term. The term of this Agreement will continue until the end of the Campaign.
7. Cancellation and Termination. Social Stance may cancel an Order at any time for any reason. In the event of such cancellation, Social Stance will refund Advertiser’s payment in full within five (5) business days. Other than as specifically set forth herein, the Advertiser may not cancel the Order for any reason.
8. No Guaranty. Social Stance does guaranty results. To the extent Social Stance shares results from previous campaigns, such results are provided for information only and not as a guaranty of any particular outcome. All sales are final. Due to the nature of the giveaway and limited spots, Social Stance does not provide any refunds or guarantees.
9. Confidentiality.
a. If either Party (the “Receiving Party”) receives Confidential Information from the other Party (the “Disclosing Party”), then the Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than the provision and receipt of Services in accordance with this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
b. “Confidential Information” means with respect to each Party, all nonpublic information (including the terms of this Agreement) disclosed or made available under this Agreement that relates to the provision or receipt of Services or either Party’s financial condition, campaign pricing, campaign terms, business or social media strategy, operations, technology, or contact information for Advertisers, vendors, celebrities, or agents, or information that is clearly identified as confidential at the time of disclosure or that, in light of the nature of the information itself or the circumstances surrounding its disclosure, ought in good faith to be deemed confidential.
c. The Receiving Party’s obligations under these Terms with respect to any
Confidential Information of the Disclosing Party will terminate if and when the
Receiving Party can document that such information: (i) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party, (ii) is disclosed to the Receiving Party by a third party that had the right to make such disclosure without any confidentiality restrictions, (iii) is, or through no fault of the Receiving Party has become, generally available to the public, or (iv) is independently developed by the Receiving Party without access to, use of, or reference to the Disclosing Party’s Confidential Information.
10. Intellectual Property.
a. Social Stance owns and will continue to own all intellectual property rights in and related to Social Stance and the Services, including, without limitation, Social Stance’s brand names, social media handles, email lists and payment and contact information for advertisers, vendors, celebrities, or agents, tradenames, graphics, logos, symbols, technical know-how, concepts, inventions, processes, techniques, documentation, domain names, website designs, product designs, all improvements and modifications to any of the foregoing, and all patent, trade secret, copyright, trademark, and other proprietary rights worldwide embodied in each of the preceding. Social Stance does not own the images of the celebrity and conveys no rights to Advertiser to use such images.
b. You own and will continue to own all intellectual property rights in and
related to your company and Profiles, including, without limitation, your brand names, social media handles, tradenames, graphics, logos, symbols, domain names, website designs, product designs, all improvements and modifications to any of the foregoing, and all patent, trade secret, copyright, trademark, and other proprietary rights worldwide embodied in each of the preceding.
11. Representations and Warranties.
a. Each Party represents and warrants to the other Party that (i) such Party has all necessary right, power, and authority to enter into this Agreement and perform the acts required of such Party hereunder, and (ii) such Party’s entry into this Agreement and performance of its obligations and duties hereunder do not and will not violate any agreement of such Party or by which such Party is bound.
b. Advertiser represents and warrants to Social Stance that Advertiser’s Profiles: (i) do not infringe or misappropriate any intellectual property (including, without limitation, trademarks and copyrights), confidentiality, publicity, or privacy rights of any third party in any jurisdiction, (ii) are truthful and not defamatory, deceptive, or misleading, (iii) do not contain any material or element that is unlawful, harmful, abusive, hateful, threatening, or obscene, (iv) comply with all applicable laws, including those regarding unfair competition, anti- discrimination, or false advertising, and (v) comply with all policies and terms of use of the social media platform on which they are found.
12. Disclaimer. Neither Party makes any other warranty, express or implied, with respect to this Agreement or the Services, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, title, or non- infringement, or any warranties arising out of a course of dealing or course of performance. All aspects of Social Stance’s performance and Services are “as is,” “with all faults,” and “as available.” Without limiting the foregoing, Social Stance does not warrant that (a) the Services will meet Advertiser’s requirements or expectations, (b) the Services will be uninterrupted or error-free, or (c) Advertiser will obtain any particular results by use of the Services, including, without limitation, any increase in followers of Advertiser’s Profiles or any engagement of such followers.
13. Limitation of Liability.
a. Excluding damages that result from a breach of Section 10 (Confidentiality), Section 12 (Representations and Warranties), or intentional misconduct or gross negligence, in no event will either Party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other Party arising out of this Agreement, even if such Party has been advised of the possibility of such damages. The total cumulative liability of each Party in connection with this Agreement will in no event exceed the amount of any payments actually received by Social Stance from Advertiser under this Agreement.
b. Notwithstanding the foregoing, if Social Stance fails to launch a Campaign set forth in an Order or fails to include any of Advertiser’s Profiles in such Campaign, then Advertiser’s sole remedy for such shall be a refund of the amount of the Advertiser.
14. Governing Law. This Agreement will be governed by, and construed and enforced in accordance with, the substantive laws of the State of Utah, without reference to the laws of any other state or jurisdiction. Any action brought in any way related to this Agreement shall be brought exclusively in the Second District Court in and for the State of Utah.
15. Non-disparagement. During and after the Services provided, the Advertiser agrees not to disparage Social Stance, its managers, officers, members, or affiliates; provided, however, that Advertiser may give truthful testimony given in compliance with a lawful subpoena or court order. Failure to comply results in a fine or price of Service as well as any damages caused.
16. Miscellaneous. Each Party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Failure to enforce any part of this Agreement is not a waiver; only signed waivers are effective. The waiver of a breach of any provision will not operate or be interpreted as a waiver of any other or subsequent breach. Advertiser will not assign this Agreement in whole or part without Social Stance’s consent, and any assignment in violation of this section is null and void. This Agreement will bind and benefit the Parties’ successors and permitted assigns. The language in all parts of this Agreement will be construed, in all cases, according to fair meaning. If any part of this Agreement cannot be enforced as written, then the unenforceable portion will be replaced with similar terms to the extent enforceable under applicable law, and the rest of this Agreement will not be affected. All rights and remedies under this Agreement are cumulative. This Agreement is the Parties’ entire agreement on this subject, merges all prior and contemporaneous communications, and supersedes all prior agreements between the Parties regarding this subject.