Influencer Agreement

This Agreement (the “Agreement”) is made by and between Novadore USA Inc. (“Company”) and the undersigned individual (“BRAND AMBASSADOR”), effective on the date of this application submission (the “Effective Date”).

1.   Engagement. Company engages BRAND AMBASSADOR to perform, and BRAND AMBASSADOR agrees to perform, the promotion of the Company’s brand via social media, blog posts or other types of content distribution mechanisms.

2.   Compensation. BRAND AMBASSADOR will perform the Services at BRAND AMBASSADOR’s own expense and using BRAND AMBASSADOR’S own resources and equipment.

3.  License. BRAND AMBASSADOR grants to Company a non-exclusive, irrevocable, royalty-free, worldwide, sub-licensable and transferable right and license to use, reproduce, modify, adapt, create derivative works from, distribute, transmit, and publicly display any posts, text, photograph, video, music, audio/sound recording, artwork or other materials made in connection with the Services (collectively, “Materials”) as well as BRAND AMBASSADOR’S name, username, likeness, image, voice, statements and biographical materials, in connection with such Materials, in whole or in part, in any media, format or technology, now known or hereafter discovered, and in any manner including, but not limited to advertising, marketing, publicity, and ancillary uses thereof, without any further notice or permission needed from BRAND AMBASSADOR. 

4.  Compliance with Influencer Briefs, Policies and Applicable Laws/Regulations. BRAND AMBASSADOR agrees to abide by the terms of this agreement, all applicable laws and regulations and any briefs or other policies or materials supplied to BRAND AMBASSADOR by Company in connection with this Engagement.  Company reserves the right to review and approve BRAND AMBASSADOR’s posts prior to dissemination or to require BRAND AMBASSADOR to remove non-compliant posts subsequent to posting.

5.  Representations and Warranties; Indemnity. 
(a)  BRAND AMBASSADOR represents and warrants that: (i) BRAND AMBASSADOR has the right to enter into this Agreement and to license the Materials to Company as set forth above, (ii) the Materials will be original or properly licensed for use by Company as set forth in this Agreement, will follow any Company  supplied briefs, guidelines or policies, and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any right of any person or entity, whether contractual, statutory or common law, or otherwise violate any applicable federal, state, or local law, rule, or regulation, including but not limited to guidance of the Federal Trade Commission; (iii) the Services rendered by BRAND AMBASSADOR shall be promptly rendered and shall be of first rate quality;  and (iv) BRAND AMBASSADOR has not and, during the term, will not engage in any action or activity which has or would tend to offend the general community to which Company’s advertising materials are directed, or which might tend to injure the success of Company’s products or services including, without limitation, disparaging Company, its products or services, or its competitors; 

(b)  BRAND AMBASSADOR agrees to defend, indemnify, and hold harmless Company, and their respective officers, directors, employees, business partners and agents, from and against any and all claims, damages, obligations, losses, liabilities, and expenses (including but not limited to attorney's fees) arising from: (i) BRAND AMBASSADOR’s breach of any of its representations and/or warranties, (ii) the authorized use of the Materials, and (iii) BRAND AMBASSADOR’s negligence or willful misconduct.  The approval by Company of any of BRAND AMBASSADOR’s posts will not relieve BRAND AMBASSADOR of this indemnification.

(c) COMPANY agrees to defend, indemnify, and hold harmless the BRAND AMBASSADOR from and against any and all claims, damages, obligations, losses, liabilities, and expenses (including but not limited to attorney's fees) arising from: (i) COMPANY’S breach of any of its representations and/or warranties and (ii) the authorized use of the Materials.

6.  Relationship of Parties.  BRAND AMBASSADOR’s relationship with 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 relationship.  BRAND AMBASSADOR is solely responsible for all tax returns and payments required by any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under this Agreement. 

7.  Confidential Information. Unless authorized by Company, BRAND AMBASSADOR agrees to hold all non-public information supplied in connection with this engagement in strict confidence, not to disclose Confidential Information to any third parties, and to use such information solely for the purpose of fulfilling its obligations under this Agreement. 

8.  Miscellaneous. This Agreement shall be governed in all respects by the laws of the State of Florida. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.  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.  This Agreement may only be changed by mutual agreement of authorized representatives of the parties in writing.