This Influencer Agreement (the “Agreement”) is entered into by and between You, the influencer, and Grid Media Services, LLC (Grid Media Group).

1. Grid Media Group Services. Grid Media Group will use reasonable efforts to present You with opportunities to monetize your internet presence and social network following.

Grid Media Group grants and You accept a Mission (the “Mission” is any service You agree to perform for Grid Media Group and our clients) as an independent contractor providing Services (the “Service” or “Services” are any activity You are paid by Grid Media Group to perform) to Grid Media Group as set forth in future contracts. It is the express intention of the parties that You are an independent contractor and not an employee, agent, joint venture or other partner of Grid Media Group. Nothing in this Agreement shall in any way be interpreted or construed as creating or establishing the relationship of employer and employee between the parties. You have the right to:

(a) Control and direct the means, manner and method by which the Services are performed and shall assume responsibility for the quality, scope, and accuracy of the Services, and

(b) Perform the Services at any place or location and at such time as You may reasonably determine, but in accordance with any and all specifications for the relevant Mission and as Grid Media Group and its Clients may reasonably direct from time to time.

As an independent contractor, You will be solely responsible for paying all required government taxes and making contributions to government sponsored benefit programs. Specifically, Grid Media Group will not, among other activities,: (i) withhold FICA (Social Security) from your payments, (ii) make state or federal unemployment insurance contributions on your behalf, (iii) withhold state and federal income tax from your payments, and (iv) obtain worker’s compensation insurance on your behalf.

2. Agreements with Employees and Contractors. You agree that any Staff (whether full-time, part-time, intern or contractor) working for You will be bound by this Agreement. You will be fully responsible for the acts of your Staff.

You represent and warrant to Grid Media Group that:

(a) You are fully qualified to perform the Services and will personally perform the Services described for each Mission.

(b) You will perform in a competent and professional manner, no Services delivered hereunder will contain any profanity, scandalous, offensive, libelous or other unlawful matter or material, which includes but is not limited to violence, sexual content, adult content, guns, drugs, consumption of alcohol or illegal activity unless expressly permitted on a per client basis.

(c) You will ensure that all Services will be performed in accordance with reasonable industry standards.

(d) No Services delivered hereunder will infringe on or violate: intellectual property right, music related rights, any state/federal/local consumer protection or advertising laws, and any other applicable law or regulation.

(e) You have secured any required licenses or permission, and have paid any clearance costs or third-party license fees necessary to enable You to perform the Services.

(f) You will perform the Services in accordance with Grid Media Group’s written instructions, as provided in future contracts or any other form of communication.

(g) You agree to notify Grid Media Group of any changes to your site that vary from what was submitted on your initial application form to join the network.

(h) You have the full and unrestricted right, power and authority to enter into this Agreement, and to fulfill Your obligations hereunder (i.e., there are no restrictions, agreements or understandings whatsoever to which You are a party which would prevent or make unlawful Your execution or performance of this Agreement, neither Your execution nor performance of this Agreement shall constitute a breach of any contract, agreement or understanding, oral or written, to which You are a party or by which You are bound, and Your performance of this Agreement will not cause You to disclose or use any confidential or proprietary information belonging to any other person or entity).

3. Influencer Services. Upon signing this Agreement, You agree to keep current with all requests through the Grid Media Group with all information and materials we may reasonably request (e.g. biographical info, social network profile names, etc.) so that we may best market your Internet presence. If accepted for a Mission, You agree to perform the services as specified with each Mission that you accept (“Services”) and in accordance with Grid Media Group’s Guidelines posted in specific contracts. You will, at no additional charge to Grid Media Group or its Clients, correct any defects, failures, malfunctions and/or nonconformities related to Your performance under this Agreement.

Unless otherwise stated in a future contract, You shall retain all copyright rights to all creative work produced as part of the Services for a Mission (the “Content”). Unless otherwise stated in a contract, Grid Media Group and its Clients retain a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to use, reproduce, publish, translate, create derivative works from, distribute, and display the Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed with proper attribution, such as a link, back to You.

You are not permitted to delete or modify the Content after publication without express written consent from the Grid Media Group team.

4. Compensation and Expenses. Upon completion of a Mission, all Missions will be reviewed by your Grid Media Group team to ensure compliance with all Mission requirements and guidelines. Services deemed as compliant will be considered successfully completed and eligible for payment. Upon successful completion of the Mission, as defined herein, Grid Media Group will pay You the fees for Services as specified for each Mission. You agree to pay for all expenses related to the performance of the Services unless otherwise specified in the contract. Grid Media Group will deliver payment within 30 days after you have completed the Mission and sent your Grid Media Group contact an invoice.

You understand that Clients will also pay Grid Media Group for coordinating each Mission, so there will be no charge to you for participating in the Grid Media Group network.

5. Non-Exclusivity. This Agreement is not exclusive and You may work with other parties to monetize your Internet presence and social network following. 

6. Terms and Conditions. You agree that this Agreement may be amended from time to time in good faith at Grid Media Group’s sole discretion. Our most current Terms and Conditions will be posted on the Grid Media Group site for you to review at any time. The Agreement may be executed electronically or in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may not be altered or modified by you except by prior written agreement by the parties. All notices with respect to this Agreement must be in writing and may be sent via our contact form on Grid Media Group and to Your email address as indicated in your application form.

7. Confidential Information. All information disclosed to You in connection with this and during the performance of the Mission relating to Grid Media Group, its Clients, Client products, and the related business operations and marketing plans of Grid Media Group and its Clients shall be maintained by You in confidence, shall not be used by You for any purpose other than those purposes related directly to the performance of Your duties under this Agreement, and shall not be disclosed to any third party without the prior written consent of Grid Media Group. Such obligation shall not be binding to the extent any such information is already public or becomes public without fault on Your part or breach of these obligations You recognize that Grid Media Group’s client relationships are a valuable asset for Grid Media Group. You agree to be respectful of Grid Media Group’s relationship with the Client at all times, even after the performance of the Services, the payment for such Services, and, if applicable, the termination of this Agreement. You will not reveal information regarding the Client or any proposed Mission until the specified time. If You have a concern with respect to a Client’s instructions or needs, You will consult with a Grid Media Group team member and not contact the Client directly. In addition, You may not have direct contact with any Client whose project(s) you promote pursuant to this Agreement without advance written authorization of Grid Media Group. This clause shall survive for five (5) years following the termination of this Agreement.

7.25 Non-disparagement. You will not, either as Yourself or under any pseudonym or assumed identity, post any negative comments regarding any client in any media at any time. This clause shall survive for five (5) years following the termination of this Agreement.

7.5 Non-circumvent. During the term of this Agreement and for two (2) years following the termination of this Agreement, you will not contact or provide services to our clients.

8. Indemnification. You agree to defend, indemnify and hold Grid Media Group, its members, employees, officers, directors, managers and connected agencies harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable attorneys’ fees and expenses) which Grid Media Group suffers as a result of third party claims based on:

(i) Your negligence or intentional misconduct,

(ii) Your breach of any provision of the Agreement or these Terms and Conditions (including any representation or warranty or any additional Mission requirements you agree to via other contracts

(iii) Materials prepared or provided by You including, but not limited to, any claims of infringement, or misappropriation of copyright, trademark, patent, trade secret, or other intellectual property or proprietary right, infringement of the rights of privacy or publicity, or defamation or libel; or

(iv) Death, personal injury or property damage arising out of, or relating to, Your obligations hereunder.

This clause survives the Agreement indefinitely.

9. Termination. Either party may terminate this Agreement for any reason by providing seven (7) days prior written notice to the other party so long as all Services have been performed and all payments have been made. Grid Media Group may terminate this Agreement immediately if You breach this Agreement. Terms of this Agreement that by their nature are meant to survive shall survive the expiration or termination of this Agreement.

This Agreement is effective as of the date of the submission of your application to join our network. Welcome to Grid Media Group’s Influencer Network!