Market Greens - Terms Of Use

(Last Updated January 19, 2019)

1. GENERAL STATEMENTS ON TERMS OF USE

These Terms of Use (hereinafter, these “Terms”) are a legally binding contract between Market Greens, LLC or its applicable affiliate that owns or controls the Internet site located at www.marketgreens.com (the “Site”) or provides the applicable services that you may be accessing or using (“Market Greens”, “us”, “we” or “our”), on the one hand, and you and your successors and heirs and (if applicable) the corporate entity you represent (“you” or “your”), on the other hand.


By accessing or using the Site, any services provided in connection with the Site, applications and software provided online through or in connection with such services, including through a mobile device (collectively, the “Services”), you signify that you have read, understood, and agree to be bound by these Terms. Whether or not you are a registered user of the Services, by accessing the Site or using the Services you agree to these Terms and agree that you are responsible for compliance with all applicable laws, statutes, ordinances and regulations (collectively, “Applicable Laws”) regarding your use of the Site and the Services. If you do not agree with any of these Terms, you are prohibited from accessing the Site or using the Services. Any future release, update, or other addition to functionality of the Site or the Services shall be subject to these Terms.


By using the Site, you represent and warrant that (1) you agree to comply with these Terms and have the legal capacity to do so; (2) you are no less than the legal age for the Site and the Services based on the applicable regulations of your state or other governmental entities (“Qualifying Age”); (3) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any Applicable Laws.

2. CHANGES TO THESE TERMS

We may, in our sole and absolute discretion and without notice (a) revise these Terms; (b) modify the Site and the Services; and/or (c) discontinue the Site or the Services at any time or from time to time. If we do this, we will post the amended Terms on this page and indicate at the top of the page the date these Terms was last revised. Your continued use of the Site or the Services after any such changes constitutes your acceptance of the new Terms. It is your responsibility to review these Terms periodically, and if at any time you find these Terms unacceptable, do not use or access (or continue to use or access) the Site or the Services.

3. PRIVACY POLICY

By accessing or using the Site or the Services, you agree that the Market Greens Privacy Policy (the “Privacy Policy”), which is available on the Site and may be updated from time to time, governs our collection and use of your personal information. Registration data and certain other information about you is subject to the Privacy Policy. For more information, please make sure that you review the Privacy Policy. You understand that through your access or use of the Site and the Services, you consent to the collection and use of this information as set forth in the Privacy Policy.

4. RIGHTS TO USE THE SITE AND THE SERVICES

These Terms will remain in full force and effect while you use the Site or the Services. We may suspend or terminate your rights to use the Site and/or the Services at any time for any reason at our sole discretion, including for any use of the Site or the Services in violation of these Terms. You understand that any such termination may involve deletion of your user content associated with our Site and the Services. We will not have any liability whatsoever to you for any suspension or termination of your rights to use the Site and/or the Services, or deletion of your user content.

5. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

6. ELIGIBILITY

The Site and the Services are intended solely and only available to individuals who are no less than Qualifying Age who can willingly and knowingly enter into legally binding contracts under Applicable Laws. You may be asked to verify that you are over Qualifying Age during your use of the Site or the Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Site and the Services are not available to persons less than Qualifying Age or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also no less than Qualifying Age.


If you are using the Site or the Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify Market Greens and its officers, agents, and employees from any claim, suit or action arising from or related to the use of the Site or the Services or violation of these terms. If you do not have such authority, you will be held individually liable for all actions taken by you while accessing the Site and using the Services.

7. PROHIBITED USES; USER CONDUCT

We impose certain restrictions on your permissible use of the Site and the Services. You are specifically restricted from using the Site in any way that is or may be damaging to us or to the Site; using the Site in any way that impacts user access to the Site; using the Site contrary to Applicable Laws, or in any way may cause harm to any person or business entity; engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to the Site; using the Site for any purpose other than that for which we make the Site and the Services available; or using the Site to engage in any advertising or marketing or in connection with any commercial endeavor except those relating to the Services. Except as expressly permitted by Market Greens, no part of the Site or the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.


Without limiting the foregoing, as a user of the Site, you agree not to:

  • Attempt to modify, reverse-engineer, decompile, or disassemble any of the source code used by Company in providing the Site or the Services;
  • Attempt to impersonate another user or person or use the username of another user;
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism;
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site;
  • License, sell, lease, distribute, or otherwise commercially exploit the Site or the Services; or
  • Access the Site or the Services in order to build a similar or competitive service.

8. INDEMNIFICATION; RELEASE

You agree to fully indemnify, defend and hold Market Greens and our directors, officers, employees, agents, consultants and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees) and other expenses that arise directly or indirectly out of or from (a) your breach of these Terms, (b) any allegation that any materials you transmit to the Site infringe or otherwise violate the copyright, patent, trademark, trade secret or other intellectual property or other rights of any third party, and/or (c) your activities in connection with the Site and/or the Services. We will notify you of any such claim, loss, liability, or demand; provided, that our failure to notify you shall in no way eliminate or otherwise modify our rights to indemnification hereunder.


You hereby release and forever discharge Market Greens (and our directors, officers, employees, agents, consultants, other representatives, successors, and assigns) from, and hereby waive and relinquish your rights with respect to, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions with, or act or omission of, the Site or the Services. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

9. ACCOUNT INFORMATION; COMMUNICATIONS

In order to use the Services and to access some areas of the Site, you may need to create an account with us. If and when you create an account with us, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (including your job title, e-mail address, company name, company website, and/or social media information) and (b) maintain and update your information to keep it accurate, current and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your access to the Site and use of the Services. You understand that any information you provide will be treated by us in the manner described in the Privacy Policy.


Under some circumstances, as part of the process of creating an account, you will be asked to select a username and password. We may refuse to grant you a username for any reason and at our sole discretion. You will be responsible for the confidentiality and use of your password and for all activities that are conducted through your account. You agree not to transfer or resell your use of or access to the Site to any third party. If you have reason to believe that your account with us is no longer secure, you must immediately notify us.


You agree that we may send you emails and other correspondence concerning the Services, as well as those of third parties. You may opt-out of promotional emails and other correspondence by following the unsubscribe instructions in such correspondence.

10. DISCLAIMERS

By accessing the Site and the Services, you acknowledge that you have read and understand the legal disclaimers set forth in this section. The Site and the Services are provided “as-is” and “as available” and we expressly disclaim, to the fullest extent permitted by Applicable Law, any warranties and conditions of any kind, whether express or implied. Without limiting the foregoing, Market Greens makes no warranty that the Site or the Services will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. You acknowledge and agree that Market Greens has no obligation to provide you with any support or maintenance in connection with the Site or the Services.


Cannabis is a Schedule 1 Controlled Substance under the Controlled Substance Act (21 U.S.C. 802) (the “CSA”). The cultivation, distribution, and possession of cannabis, and the aiding and abetting thereof, is a crime under the CSA and individuals are subject to arrest and/or prosecution for doing so. Market Greens operates the Site and performs the Services in support of (a) companies that operate in accordance with applicable State and municipal laws, statutes, ordinances and regulations, including any relating to commercial cannabis cultivation, distribution or possession (collectively, “Applicable Cannabis Laws”); and (b) influencers that (i) are located in a State and municipality in which medical and/or recreational cannabis use is permissible and (ii) abide by all Applicable Cannabis Laws.

11. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARKET GREENS, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICES. ACCESS TO, AND USE OF, THE SITE AND THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK. YOUR SOLE REMEDY WITH RESPECT TO THE SITE OR THE SERVICES IS TO STOP USING THE SITE OR THE SERVICES, AS APPLICABLE. MARKET GREEN’S MAXIMUM LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE ARISING OUT OF OR RELATING IN ANY MANNER TO THE SITE AND/OR THE SERVICES, SHALL BE THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE SITE AND/OR THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

12. CHOICE OF LAW; VENUE; NO JURY TRIAL

These Terms shall be construed in accordance with and governed by the laws of the United States and the State of New York, without reference to their rules regarding conflicts of law. Except for disputes brought in small claims court, all disputes arising out of, relating to, or in connection with the Site or the Services shall be determined by arbitration in New York County, New York before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. If this arbitration provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in New York County, New York. You hereby accept the exclusive jurisdiction of such court for this purpose.


BY AGREEING TO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO A COURT TO A COURT TRIAL (OTHER THAN SMALL CLAIMS COURT AS PROVIDED IN THIS SECTION).

13. MISCELLANEOUS

Entire Agreement


These Terms, in addition to the Privacy Policy, constitute the entire and exclusive understanding and agreement between Market Greens and you regarding the Site and the Services, and these Terms supersede and replace any and all prior Terms for the Site or the Services.


Assignment


These Terms may not be assigned by you without the prior written approval of the Market Greens but may be assigned without your consent by Market Greens. Any purported assignment in violation of this section shall be void.


Reservation of Rights


The failure of Market Greens to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Market Greens. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.


Third-Party Beneficiary


These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Market Greens.


Severability


If any of the conditions contained within these Terms shall be deemed by a court of competent jurisdiction to be invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining conditions set forth herein.


Captions


The section titles in these Terms are for convenience only and have no legal or contractual effect.


INFLUENCER SERVICES AGREEMENT

Agreement

Explanation

THIS INFLUENCER SERVICES AGREEMENT  (the “ Agreement ”) is entered into between Market Greens, LLC (the “ Company ”) and the undersigned individual (the “ Influencer ”) effective as of the date on which both parties have executed this Agreement (the :Effective Date”).

  1. Services and Responsibilities .  

  1. Services. Subject to the terms of this Agreement, Company may engage Influencer to provide original photographs, videos, posts, reviews, advertising and other content or material specifically developed, produced or created by Influencer (“ Content”) for one or more campaigns for clients of Company (each, a “ Client”). Each engagement for the creation of Content shall be referred to individually as a “ Campaign” and all Campaigns collectively as the “ Services”. Each Campaign shall be attached to this Agreement in Exhibit A  and shall be deemed incorporated herein by reference.

  2. Service Standards; Participants; Disclosure.   Influencer shall perform the Services and provide all Content hereunder in accordance with any general creative, editorial, aesthetic and technical requirements, design features and other guidelines and specifications provided or otherwise communicated by the Company or the Client, as well as in compliance with all applicable laws, rules or regulations, and self-regulatory guidelines (collectively, “ Laws”), including without limitation, (a) the Federal Trade Commission’s Guidelines on Endorsements and Testimonials, (b) state, local and municipal regulations governing cannabis use and the marketing of cannabis products and accessories (collectively, “ Cannabis Regulations”), (c) for each platform on which Influencer publishes Content, such platform’s terms of use (the “ Platform Policies”), including any terms of use relating to publishing Content involving cannabis products and accessories, and (d) the Company’s Influencer Guidelines, attached as Exhibit B (the “ Guidelines”). Without limiting the foregoing, and for the avoidance of doubt, Influencer must always clearly disclose that Influencer is receiving compensation for creating the Content and should contact the Company if it has any questions regarding compliance with Laws prior to publicly posting or communicating any Content. If Influencer incorporates other individuals in connection with the Content, Influencer shall obtain their prior written consent and agreement to comply with all Cannabis Regulations as set forth on Exhibit C .  Company has no responsibility for ensuring that Influencer’s performance of the Services complies with applicable Cannabis Regulations or Platform Policies.  Influencer is solely responsible for monitoring and complying with applicable Cannabis Regulations and Platform Policies.

  3. Deadlines . Influencer shall provide the Services and complete and deliver the Content according to the deadlines set forth in the applicable Campaign. The parties acknowledge and agree that time is of the essence of this Agreement.

  4. Content . Company may monitor and/or review all Content published by Influencer. During the Term, Influencer shall promptly comply with Company’s instruction to modify, delete, or otherwise remove Content published through its social media accounts which the Company deems, in its sole discretion, to be objectionable, inadvisable, or otherwise in violation of this Agreement, applicable Cannabis Regulations, Platform Policies or the Guidelines. Influencer shall, upon request and within forty-eight (48) hours, provide the Content in its original form to Company.

  5. Association; Criticism . Influencer shall not perform the Services, or reference Influencer’s relationship with the Company or the Client, in connection with any political activities, social causes, or commercial activities which have not been preapproved by the Company in writing. Influencer shall not communicate to anyone, in writing or orally, anything critical of the Company or the Client, or of either of their respective businesses, then-current shareholders, members, directors, officers, employees, contractors or customers of the Company or the Client in connection with the Services. This Section does not prevent Influencer from exercising rights that by Law the Influencer cannot waive by contract or from disclosing information to the extent required to comply with the Law.

  1. Compensation . The Company shall pay Influencer compensation for the Services as described on each Campaign (the “ Fees ”); provided, that Influencer shall not receive a Fee in the event that Influencer is in breach of any representation set forth in Section 7 or fails to comply with applicable Cannabis Regulations or Platform Policies. Influencer shall pay all of Influencer’s expenses incurred in performing the Services, except as otherwise agreed in writing by Influencer and Company from time to time.

  2. Independent Contractor Relationship .  Influencer’s relationship with the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relations hip. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement. Influencer is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. No part of Influencer’s compensation will be subject to withholding by the Company for the payment of any social security, federal, state or any other employee payroll taxes with respect to any employee, contractor, or other individual used by Influencer to perform the Services. The Company will regularly report amounts paid to Influencer by filing Form 1099-MISC with the Internal Revenue Service as may be required by law and make any other reports as deemed necessary or appropriate by the Company under applicable laws.

  3. Intellectual Property Rights . As set forth on a Campaign, Company shall either license the Content or commission the Content as a work for hire. If the Company licenses the Content, only Sections 4.1, 4.3, and 4.4 of this Section 4 apply. If the Company commissions the Content, Sections 4.2, 4.3, and 4.4 of this Section 4 apply.

  1. Grant of Rights . Influencer hereby irrevocably and perpetually grants Company and its subsidiaries, agents, licensees, successors, and assigns, the non-exclusive, unrestricted, assignable, sublicensable worldwide right and permission to: (i) use, publish, reproduce, and create derivative works from the Content, in whole or in part, in still, single, multiple, moving or video format, or in any other medium or format (now existing or existing in the future), in any media for commercial or any other lawful purpose, without further consent, royalty, payment or other compensation other than the Fees; (ii) use Influencer’s name, likeness, appearance, signature, image, voice, professional and personal biographical information, other personal characteristics contained within the Content or used in connection with the Content; and (iii) use the URL, links, and screenshots of Influencer’s blogs, video, websites, and other social media in connection with the Content or Services.

  2. Work for Hire; License . Influencer agrees that the Content shall be deemed a “work for hire” and to the extent that Influencer has any copyright or other intellectual property rights in the Content, Influencer hereby irrevocably assigns, transfers, and otherwise conveys all such rights to Company. Influencer further acknowledges and agrees that the Company shall own all rights, title and interest in or to all such Content. Influencer acknowledges that Influencer has no, and shall not claim any, right, title, or interest in or to any materials or Content produced under this Agreement or in connection with the Services. For the avoidance of doubt, and to further evidence the full ownership of the Content by Company, Influencer hereby assigns to Company all rights, title and interest to the Content. Influencer hereby irrevocably and perpetually grants Company and its subsidiaries, agents, licensees, successors, and assigns, the non-exclusive, unrestricted, assignable, sublicensable worldwide right and permission to (i) use Influencer’s name, likeness, appearance, signature, image, voice, professional and personal biographical information, other personal characteristics contained within the Content or used in connection with the Content; and (ii) use the URL, links, and screenshots of Influencer’s blogs, video, websites, and other social media in connection with the Content or Services.  

  3. Further Assistance; No Further Approval . Influencer agrees to assist Company and/or Client in the enforcement of its proprietary rights over all such Content, including the prompt execution of any additional documents that may be reasonably requested by Company and/or Client. If Influencer fails to cooperate with or assist, execute, acknowledge, verify or deliver any such document requested by Company and/or Client, Influencer hereby irrevocably appoints Company and/or Client (as applicable) and its authorized officers and agents as Influencer’s agent and attorney-in-fact to act in Influencer’s place to execute, acknowledge, verify, and/or deliver any such document (as applicable) on Influencer’s behalf. To the fullest extent allowable under any applicable law, Influencer hereby irrevocably waives or assigns to Company the benefits of any provision of law known as "droit moral," "moral rights" or any similar rights or principles of law in any country of the world which you may now or later have in the Content, and agree not to institute or permit any action or lawsuit on the ground that the Content or any other materials or content based upon the Content constitutes an infringement of your droit moral or is in any way a defamation or mutilation of the Content or any part thereof, or contains unauthorized variations, alterations, modifications, changes or translations. Influencer agrees that no advertisement or other material need be submitted to Influencer for any further approval. Any acknowledgment or credit of Influencer in connection with the Content, if any, shall be determined in Company's sole discretion. Company.

  4. Limited License . The Company hereby grants Influencer a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Content, and Client name, logo, and other trademarks, solely in connection with Influencer’s authorized and approved provision of the Services unless otherwise set forth in a Campaign. Influencer acknowledges that Influencer has no, and shall not claim any, right, title, or interest in or to any of Company or Client’s trademarks, service marks, trade names, or copyrights.

  1. Compliance with Laws . Influencer shall comply with all applicable laws and regulations in connection with the performance of the Services, including the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising.

  2. Confidentiality . Influencer shall not disclose the details of Influencer’s engagement by the Company or the Client without the Company’s prior written approval; provided, however, that Influencer may disclose in a favorable, positive, and non-disparaging manner Influencer’s general association with the Company and/or the Client. Influencer shall not disclose the substance of this Agreement or any marketing plans, strategies, results or other confidential information (“ Confidential Information ”) divulged to, or learned by, Influencer in connection with the Services or this Agreement without the Company’s prior written consent, unless and until such Confidential Information has generally become available to the public from sources other than Influencer. Upon termination of this Agreement, Influencer shall not discuss or make reference to the specific details of the termination and will limit any comments or statements as to the termination, if any, to the fact that the relationship ended and the effective date of the termination.

  3. Representations . Influencer represents and warrants that: (i) Influencer has 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 applicable Cannabis Regulations, the Platform Policies or the provisions of any agreement to which Influencer is a party; (iii) the Content shall be wholly original and not copied in whole or in part from any other work except materials in the public domain or supplied to Influencer by the Company or the Client, (iv) neither the Content nor the use thereof infringes upon or violates any right of privacy or publicity of, or constitutes libel, slander or any unfair competition against, or infringes upon or violates the copyright, trademark rights or other intellectual property rights of any person or entity, (vi) Influencer’s engagement under this Agreement and provision of the Services will not subject either Influencer, the Company, or the Client to the collective bargaining agreements of the Screen Actors Guild or the American Federation of Television and Radio Artists, or any other guild, union, or third-party payments or other obligations; (vii) Influencer is no less than the legal age required to perform the Services; and (viii) Influencer understands the applicable Cannabis Regulations and Platform Policies and will comply with the Cannabis Regulations and Platform Policies in all respects in performing the Services.

  4. Indemnification . Influencer shall defend, indemnify and hold harmless Company, its directors, officers, employees and agents, and clients, including the Client, and any person or entity which controls any of them, and their successors and assigns (the “ Covered Parties ”), from and against any and all third party claims, suits, actions, damages, liabilities, judgments, assessments, interest charges, penalties, costs or expenses, including reasonable attorney’s fees and costs of suit (collectively, “ Liabilities ”), arising out of (i) any willful misconduct or negligent act or omission of Influencer, (ii) any violation by Influencer and/or its representatives of any local, state, or Federal law, rule, or regulation applicable to the performance of Influencer’s obligations under this Agreement, including the applicable Cannabis Regulations; (iii) any violation by Influencer and/or its representatives of any Platform Policy; (iv) material or information created or provided by Influencer, including any Liabilities arising from the actual or alleged infringement by Influencer of any third party patent, trademark copyright or publicity rights pertaining to such material or information; or (v) Influencer’s breach of this Agreement. If the Company seeks indemnification, Influencer shall give Company the right to participate in the defense and settlement of any such claim; provided, however, that Influencer may not settle or dispose of any claim without Company’s prior written approval.

  1. Disclaimer.   Company and Influencer acknowledge that although certain state, local and municipal laws permit the operation of a cannabis business, cannabis is a Schedule 1 Controlled Substance under the Controlled Substance Act (21 U.S.C. 802) (the “CSA”) and the cultivation, distribution, and possession of cannabis, and the aiding and abetting thereof, is a crime under the CSA and individuals are subject to arrest and/or prosecution for doing so.  Company’s performance of the services set forth herein, and payment to Influencer of the Fee, is solely in reliance of Influencer’s representations and warranties set forth in Section 7, including Influencer’s representation that Influencer will perform the Services in accordance with Cannabis Regulations and Platform Policies.

  2. Release . Influencer, and Influencer’s heirs, executors, administrators, employers, agents, representatives, insurers and attorneys (collectively, for the purposes of this Section, “ Influencer ”) agree to, and hereby, release and discharge the Covered Parties from any and all claims (except for payment of Fees) arising out of or related to your provision of the Services, including without limitation, any liability for violating the CSA and any other applicable Law, any accident, illness, injury, loss, or damage to personal property. Influencer acknowledges and agrees that the Covered Parties assume no responsibility for any liability, damage, or injury that may be caused by Influencer’s negligent or intentional acts or omissions committed prior to, during, or after provision of the Services, or for any liability, damage, or injury caused by the intentional or negligent acts or omissions of others, including other influencers engaged by the Company.  Influencer further releases the Covered Parties from any claims that may arise regarding the use of Influencer’s Content, name, likeness, and image including any claims of defamation, invasion of privacy, or infringement of moral rights, rights of publicity or copyright.

If Influencer is a resident of California:

Influencer acknowledges that Influencer is aware of and familiar with the provisions of California Civil Code Section 1542, which provides as follows:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Influencer hereby expressly waives and relinquish all rights and benefits Influencer may have under Section 1542 as well as any other statutes or common law principles of similar effect.

  1. Term and Termination .

  1. Term .  This Agreement is effective as of the Effective Date and will continue until terminated in accordance with this Section 10.  

  2. Termination. Influencer may terminate this Agreement at any time upon thirty (30) days’ written notice, unless otherwise set forth on Exhibit A. Company may terminate this Agreement for convenience immediately upon written notice. Upon termination of this Agreement, the Company shall pay Influencer any amounts owed to Influencer as required by Exhibit A , subject to any decrease in Influencer compensation pursuant to Section 2, and subject further to offset for any amounts owed by Influencer to the Company, including all damages and expenses incurred by Company if Company was required to terminate Influencer for cause. Upon receipt of written notice of termination, Influencer shall immediately cease all Services hereunder and all licenses granted to Influencer shall terminate except such as may be specifically approved by the Company.  

  3. Survival .  The rights and obligations which by their nature are intended to survive termination or expiration of this Agreement shall so survive.

  1. Miscellaneous .

  1. No Obligation . Nothing in this Agreement shall constitute any obligation on the Company or the Client to make any use of the Content or other rights provided in this Agreement.

  2. Assignment .  Influencer may not subcontract or otherwise delegate Influencer’s obligations under this Agreement without the Company’s prior written consent, which consent will be in the Company’s sole discretion and without any obligation to weigh the effect of its decision on the interests of any person other than the Company itself.

  3. Notices .  Any notice required or permitted by this Agreement must be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; or (iii) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or such other address as either party may specify in writing.

  4. Governing Law.   This Agreement is governed by the laws of New York, without regard to its principles of choice of law, and jurisdiction and venue for all disputes arising in connection with this Agreement shall be exclusively in the federal or state courts located in New York City.

  5. Severability .  If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.  

  6. Waiver .  The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. 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.

  7. Entire Agreement .  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Services and other services undertaken by Influencer for the Company. This Agreement may only be changed by mutual agreement of the parties in writing.

In this column, you’ll see some plain-language notes to explain each section. Please note that these explanations are not themselves legally binding and do not affect the interpretation of the terms in the left-hand column.

If we pick you to be a participant in an influencer campaign, we will ask you to create and publish original content for that campaign). We will give you details about what you need to do and how much you will be paid and you can choose whether or not to participate.

We may provide you with specific guidelines to follow regarding the content that you create for campaigns.

You are responsible for understanding and following all applicable Laws, including Cannabis Regulations, and the Platform Policies.

You will always be required to comply with the Influencer Guidelines in Exhibit B , as well as all applicable laws. You must always disclose that you are being compensated for the content you provide us.

If any other person is involved or included in the content, you must have them sign the consent and compliance form in Exhibit C.  You must provide us with a copy of the consent form before using the Content for the Campaign.

We are not responsible for monitoring your compliance with Cannabis Regulations and the Platform Policies.  You are solely responsible for this compliance.

You must meet any deadlines we set.

We may review your content. If we think your content is inappropriate or in violation of Cannabis Regulations or Platform Policies, you must take it down.

You agree to give us with a copy of your content within 48 hours after we ask for it.

You may not combine any other political, social, or commercial activities with the content you create for campaigns.

You may not be critical of us or clients while providing content for a campaign.

We will compensate you for your content that you provide for a campaign, however you will not receive compensation if you violate applicable Cannabis Regulations or Platform Policies, or if any of your representations in Section 7 of this Agreement are untrue . You are responsible for your expenses, unless otherwise agreed to in writing beforehand.

We are independent contractors. This means you are providing services for us for compensation, but you are not our employee.

You are responsible for payment of your own taxes and compliance with your other legal obligations.

We will either license content from you or purchase the exclusive rights to the content. We will tell you beforehand what type of campaign it is and confirm that you agree to either license or sell your content.

If we license content, you still own it, but you are giving us and our clients the right to use the content.

You are also licensing us the right to use your personal characteristics contained in the content, as well as your social media information that you utilize in connection with the content.

If we purchase content, you are transferring all rights to that content to us. You will not have any rights to use that content unless you are using it to provide services under this contract or unless we allow it. You agree not to claim any rights to the content that we purchase.

You are also licensing us the right to use your personal characteristics contained in the content, as well as your social media information that you utilize in connection with the content.

You agree to help us enforce our and your intellectual property rights in connection with the content you create. If you can’t or won’t help us, we can act on your behalf to protect those intellectual property rights.

You agree not to make a claim that the content violates your rights, even if the content is modified from its original form.

We do not need to submit any advertisement to you for prior approval and we will determine how and if to assign credit to you regarding the use of the content.

We grant you a limited right to use the content, and our and our clients’ intellectual property, when you are providing services for us.

You do not gain any rights in our or our clients’ intellectual property.

You agree to comply with the law, including the FTC’s rules regarding advertising disclosures and the Cannabis Regulations.

You agree to keep the specific details of the services that you provide confidential unless we give you permission.

You may disclose that you work or have worked with us or our clients in general terms.

You represent that you can enter into this contract without violating anyone else’s rights.

You represent that the content that you provide will be original and will not violate any laws.

You represent that you are not part of a collective bargaining agreement or association.

You represent that you understand the applicable Cannabis Regulations and Platform Policies and will comply with these regulations and policies in all respects.

If you do anything that results in a legal claim being made against us or our clients, you will be responsible for any costs we or our clients incur as a result.

You acknowledge and understand that although commercial cannabis operations are permitted in certain states for medicinal and/or recreational purposes, cannabis remains illegal under federal law.

You agree not to assert a claim against us or our clients if you or others are injured, harmed, or damaged while providing services for us.

You also agree not to assert a claim against us or our clients in connection with the use of the content that you provide to us or any liability you incur for violating federal law.

If you live in California, you agree to waive all rights provided to you under Section 1542 of the California Civil Code.

This contract continues until you or we terminate it.

You can terminate this contract by providing us with 30 days advance notice. We can terminate it at any time.

We will pay you all compensation owed to you at termination.

You may no longer use our or our client’s intellectual property after termination.

Some of the rights and obligations in this contract will continue after termination.

We are not obligated to use the content you provide.

You cannot transfer this contract to anyone else without our permission.

If you or we want to formally notify the other party, it must be sent in a verified manner.

You and we must notify each other in writing if we change our mailing address.

This contract is governed by New York law. Any disputes must be resolved in the courts located in New York City.

If a court chooses not to enforce a provision of the contract, the rest of the contract will still be valid.

Any waiver of a right needs to be in writing.

This contract is the only agreement between us and replaces all other contracts or agreements that we have had in the past.  It can only be changed if we both agree in writing.

[ Signature page follows ]


Exhibit A

SERVICES

[To be attached.]


EXHIBIT B

INFLUENCER GUIDELINES

Market Greens, LLC ( “Company”) believes in full, fair and effective disclosures of material facts relating to Influencer’s relationship with Company and its clients (“Clients”) in accordance with the Federal Trade Commission’s Guides Concerning Endorsements and Testimonials   ( http://www.ftc.gov/os/  2009/10/091005revisedendorsementguides.pdf).  As such, Company requires that all Influencers adhere to the following guidelines (the “Guidelines”) when blogging, tweeting, posting on social media or otherwise publishing content about its Clients or any of its Clients’ products or services.

  1. Any content you create in connection with the Services (“Content”) must reflect your honest opinions, findings, beliefs, or experiences with Company and any products mentioned in the Content, and may not contain any statements or representations about Company that are not true or are deceptive. If your opinions, findings, or experiences mentioned in the Content change, you are responsible for updating the Content or, if that’s not possible, for promptly informing Company of such change.
  2. Do not impersonate another person or pretend you are someone else when posting Content. You should identify yourself in all of your posts.
  3. Content must comply with the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising and industry best practices, the Cannabis Regulations and the Platform Policies. Without limitation, when communicating about a Client or its products or services, Influencer must clearly and conspicuously disclose its “material connection” with Client, including the fact that Influencer was afforded any consideration, was provided with certain experiences or benefits, or is being paid for a particular service. These disclosures should be prominent, easily understandable, and in close physical proximity to all comments by you related to the Client or its products.
  4. Content must be your own original work, created solely by you, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity. Only make factual statements about Client or Client’s product’s characteristics or quality which Influencer knows for certain are true and can be verified. For example, Influencer should not make statements about the performance of a product unless Influencer has support for such claims.
  5. If any persons appear or are referred to in the Content, you are solely responsible for obtaining from such persons, prior to posting or making Content publicly available, the signed release attached as Exhibit C  from those persons, which permits Company the right to exhibit and use the Content, including, but not limited to, the right to make screenshots, animations and video clips available to the public for advertising, promotional, and publicity purposes. If any persons appearing in any Content is under the age of majority in their state, country, or province of residence, the signature of a parent or legal guardian is required on each release.  Each person appearing in any Content must be no less than the legal age required to engage in the activities depicted in the Content and must comply with any applicable Cannabis Regulations and Platform Policies in all respects.
  6. Content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or obscene, or that otherwise contains inappropriate language, content or objectionable material, or any content that promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability sexual orientation or age may not be posted or made publicly available and Company may, in its sole and unfettered discretion require that you remove such Content.
  7. Content must not contain any personally identifiable information (such as license plate numbers, personal names, e-mail addresses, or street addresses) of any person other than you. Should you include personally identifiable information about yourself in the Content, you acknowledge and agree that such information will be disclosed publicly and that you are solely responsible for any consequences thereof.
  8. Content must not contain trademarks or other registered marks owned by others without written permission.
  9. Content must not defame, misrepresent, or contain disparaging remarks about other people, companies, or products.
  10. Content must not violate the applicable Cannabis Regulations and any other applicable law, rule or regulation, or the terms, conditions, guidelines and policies of any Platform Policies or service that Influencer uses in connection with the services provided by Influencer.
  11. If a member of the media contacts you about a comment or content posting related to Client, requests Client information of any kind, or solicits you to make a comment related to the Client or your posting, please contact the Company immediately. Don’t engage in any discussions or correspondence related to Client or your online post(s) with any members of the media without first consulting the Company.
  12. If there is any doubt in your mind as to what information or content is appropriate to post, consult the Company or do not post the information or content.


Exhibit C

CONTENT PARTICIPANT RELEASE

In exchange for valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows:

  1. I, the undersigned, understand that by appearing in the Content made by _________________________________ (the "Content"), I hereby give and grant to Market Greens, LLC ("Company") and its parents, subsidiaries, and affiliates and their respective licensees, successors, and assigns (collectively "Licensed Parties") the right to exhibit and use my name and/or likeness, including, but not limited to, the right to make screenshots, animations, and video clips available to the public for advertising, promotional, and publicity purposes in any medium, including, but not limited to, on the Internet, in-store television, and any other form of advertising, without additional compensation, and without limitation and in perpetuity.
  2. I agree that no advertisement or other material need be submitted to me for any further approval.
  3. I am no less than the legal age required to engage in activities depicted in the Content and, while engaging in such activities, will comply with all state, local and municipal regulations governing cannabis use.
  4. Nothing in this Release will constitute any obligation on the Licensed Parties to make any use of any of the rights stated within.

Please complete the following information and sign below:

Name:    

Address:

City, State, Zip:

Phone Number:

Signature: _____________________________________________________________

Date: _____________________

Signature of Parent
or Guardian, if minor:  
___________________________________________________

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