This Service Agreement is made and the effective date of Influencer’s registration, BETWEEN the Influencer, who’s business information is provided in the user profile and TV Ad Swap (the “Provider”), a corporation organized and existing under the laws of Texas, with its head office located at:
1908 N Laurent Street
Victoria, TX 77901
1. INFLUENCER RESPONSIBILITY
A. Influencer can discontinue participation in entertainment network at any time but Provider will be granted 1 month to continue using Influencer video content until it is replaced.
B. Influencer will NOT be required to pay anything to participate in Provider’s entertainment network.
C. Influencer will provide royalty-free images or videos used to setup TV entertainment assets and campaigns. Influencer guarantees all provided material are free of copyright from a third party and Provider has permission to modify and display without infringement.
D. Influencer grants Provider permission to access, download, modify and display Influencer content on entertainment network, website(s), social media and where ever applicable to increase awareness and exposure for all parties.
E. Influencer cannot revoke Publisher usage of content already obtained, modified and dispersed into the public view whether through social media, press release or blog. Video content on entertainment network controlled by Provider can be removed as stated in point “A” above.
2. PROVIDER RESPONSIBILITY
A. Provider will download, modify and display Influencer video content in an appropriate manner without removing Influencer’s brand and original content.
B. Provider will be limited to trimming videos where appropriate and enhancing by adding outro or intro encompassing Influencer profile.
C. Provider will create a unique Influencer banner promoting the Influencer profile and assets without charge.
Influencer guarantees that any elements of text, graphics, photos, designs, trademarks, videos or other artwork, inclusively referred to as “content,” provided by Influencer for inclusion in the TV Ad Swap website and/or TV network are either owned by Influencer, or Influencer has permission to use said content. Provider will not be held responsible for copyright infringement at the fault of Influencer. Influencer owns copyright of provided content and final versions of content created by Provider. Unless stated otherwise in a separate agreement, Provider will NOT own the copyright of content provided by or created in behalf of Influencer. Provider will retain usage rights to display content on TV Ad Swap website, network and/or other sources as marketing material. All Influencer content will not be removed from any Provider’s marketing material created or utilized prior to Service Agreement termination. Influencer maintains ownership of original content while allowing Provider to maintain copies of all content used in campaigns created on behalf of Influencer as backup and can provide access to the files online upon request.
4. CONFIDENTIALITY & EXCLUSIVITY
Influencer and Provider recognize and acknowledge that the software systems, including specifications, programs and documentation, the methods and data which Provider owns, plans or develops, whether for its own use or for use by its own clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are property shared between Provider and Influencer. Influencer also recognize that Provider’s customer lists, supplier lists, proposals and procedures are confidential and are the property of Provider. Influencer further recognizes and acknowledges that in order to enable Provider to perform services for its clients, those clients may furnish to Provider confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Provider depends upon, among other things, Provider and the Influencer keeping such services and information confidential. All of these materials and information including that relating to Provider’s systems and clients, will be referred to below as “Proprietary Information.”
5. NON-DISCLOSURE & NON-COMPETITION
Influencer agrees that, except as directed by Provider, Influencer will not at any time, whether during or after association with Provider, disclose to any person or use, directly or indirectly, for Influencer’s own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by either Provider or otherwise coming into Influencer’s possession or control. Influencer agrees that the provisions of this paragraph shall survive the termination of this Agreement and Influencer’s association with Provider. Influencer agrees that because of the confidential and sensitive nature of the Proprietary Information and because the use of, or even the appearance of the use of, the Proprietary Information in certain circumstances may cause irreparable damage to Provider and its reputation, or to clients of Provider, Influencer shall not, until the expiration of 36 months after the date on which this agreement is terminated for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to Provider to any customer or client of Provider. Influencer agrees that this covenant is fair and reasonable.
6. INJUNCTIVE RELIEF
Influencer acknowledges that disclosure of any Proprietary Information by Influencer or breach of any of the covenants not to compete will give rise to irreparable injury to Provider, or clients of said Provider. Influencer also agrees that this injury to Provider, or clients of said Provider, would be inadequately compensated in money damages alone. Accordingly, Provider may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure of any Proprietary Information by guilty party, or breach by party of any of the covenants not to compete, in addition to any other legal remedies which may be available. Failure to comply with the terms provided in this agreement is a breach of contract and may result in the removal of Influencer. Provider is not in the business of manufacturing or installing devices and will not be held liable or responsible for any damages or injury that may incur from the device(s) directly or indirectly from the result of installation or device malfunction while in possession of the Vendor. Vendor assumes all responsibility of provided device(s) and in case of damage, injury or death to any guest(s) or personnel, Provider and Influencer cannot be held responsible.
This Agreement contains the entire understanding between Provider and Influencer relating to the subject matter of confidentiality, service and non-competition. This Agreement shall be governed by and construed in accordance with the laws of Texas and may be modified only by a writing signed by Influencer and Provider. Influencer hereby consents to the exclusive jurisdiction of the court in Victoria, Texas. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of service agreement no less than 36 months after termination. Influencer also agrees to the Terms of Service policy provided on the TVAdSwap.com website, including future official terms on credit system.