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Social Media Influencer Services Agreement

This influencer/creator agreement (including the Program Details, the “agreement”) is made by and between Fairmont Sonoma Mission Inn & Spa (‘Brand”) and the individual named during the registration, sign-up or agreement execution process (“influencer”). This agreement provides the terms and conditions under which influencer may create and distribute content in connection with promoting brand’s products and/or services (the “services”). Influencer hereby (a) executes, accepts the terms of and agrees to comply with this agreement by (i) checking the box to accept this agreement, (ii) signing this agreement or (iii) performing services set forth in this agreement and (b) represents and warrants that influencer has the right, power, and authority to enter into this agreement and that influencer is of legal age to enter into a binding agreement. If a corporation or other legal entity is entering into this agreement on behalf of influencer, such entity represents that it has the right, power, and authority to enter into this agreement on behalf of influencer and bind influencer to its terms.

  1. DEFINITIONS. For purposes of this Agreement, the following terms shall have the meanings set forth below:“Brand” means Fairmont Sonoma Mission Inn & Spa
    • “Brand Analytics Code” means computer code provided by Brand from time to time for inclusion in produced content, i.e., affiliate tracking links.
    • “Brand Content Policy” means, collectively, Brand’s content policy and any other policy, guidelines, terms of use, terms of service, code of conduct, or instructional materials provided or made available by Brand or any of its affiliates to Influencer from time to time.
    • “Content Platform” means all or any portion of a website, including a social media website, containing written, video or photographic commentary, news or discussion on one or more particular topics (such as a blog) and that includes any Influencer Content.
    • “Influencer” means the individual entering into this Agreement with the Brand to create and share Content.
    • “Influencer Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by Influencer pursuant to Program Details (as defined below).
    • “Later Influence” means Mavrck LLC’s proprietary influencer marketing platform that Brand will be using to administer and track influencer marketing campaigns as described in Program Details in which Influencer may participate in.
    • “Program Details” means the specific details provided to Influencer by Brand, including, but not limited to, compensation, program dates, branding guidelines, general and specific responsibilities of Influencer and Brand. For clarity, Program Details include any details, instructions, or other directives
    • provided to an Influencer via email or other communication method.
    • “Campaign” means the influencer marketing initiative described in “Program Details.
  2. Services. During the term of this Agreement, Brand may provide Program Details to Influencer from time to time. Influencer may engage in multiple Program Details, each governed by this Agreement. The Program Details are hereby incorporated by reference into this Agreement. If any provisions of the Program Details conflict with this Agreement, then the Program Details will control. If Influencer accepts the Program Details, Influencer will provide Brand with the Services as more specifically described in the applicable Program Details. Influencer will be solely responsible for the performance of the Services. Influencer agrees to make any Influencer Content produced with respect to such Program Details publicly available in accordance with the timing set forth in the Program Details, which timing may be revised by Brand from time to time and mutually agreed upon with influencer. Influencer is solely responsible for moderating any submission, comments, responses or other feedback (“Submissions”) from any third party in response to any of Influencer’s Content Platform and agrees that Brand has no responsibility for moderating any Submissions. Influencer shall not post any content that misrepresents the Hotel, contains defamatory statements, or could reasonably harm the Hotel’s reputation or brand equity. Influencer agrees to promptly remove any Submissions or Influencer Content from a Content Platform upon Brand’s request within one (1) business day. Influencer will operate each Content Platform in accordance with Brand’s Privacy Policy (as amended from time to time, the “Privacy Policy”) which is posted on the Brand website at www.fairmont-sonoma.com/privacy-policy
  3. Influencer will create, develop, tag, display, promote, and/or link to (as dictated by the applicable platform) the photos, blogs, vlogs, social media posts and other content set forth in the Campaign Brief in the channels identified. Influencer will create, develop and display Content of a quality consistent with or better than Influencer’s current publicly available content. Influencer is not entitled, and Hotel will not be required, to pay any compensation or provide any other consideration to Influencer except as set forth in the Program Details. The Hotel shall be under no obligation to use or repost any Influencer Content, and retains editorial discretion to remove or reject any content that fails to meet Brand standards or violates this Agreement.
  4. Hotel grants Influencer a limited, worldwide, revocable, royalty-free, non-transferable, non- sublicensable license to incorporate Hotel Materials provided by Hotel for that purpose or publicly displayed and accessible on the Premises into Content solely to the extent required for Influencer to perform its Services hereunder and without modification or alteration.
  5. Influencer grants Hotel an exclusive, perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, copy, distribute, publicly perform, display, adapt, and create derivative works from the Influencer Content across all media platforms now known or later developed, for any commercial or promotional purpose.
  6. Influencer will comply with all international, national, state and local laws, statutes, orders, ordinances and similar acts of governmental authority (together, “Laws”) applicable to his or her performance under this Agreement, which includes, without limitation, (a) any and all United States Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Federal Trade Commission dot.com Disclosure Guidelines and any other regulations governing disclosure of Influencer’s receipt of a benefit in connection with the Content; and (b) the obtaining of all licenses and permissions required to incorporate third-party intellectual property into Content and/or to display an individual’s image or likeness in connection with commercial use thereof. In addition, Influencer will comply with any of Hotel’s applicable guidelines, including brand usage guidelines and the like, as Hotel provides them to Influencer from time to time hereunder. Failure to comply with FTC or legal requirements may result in immediate termination of this Agreement and forfeiture of any compensation.
  7. Influencer represents and warrants that (a) he or she is the sole author of all Content; (b) all Content is his or her original work; or, if either of (a) or (b) are not true; (c) he or she has all rights and licenses necessary, including from any joint or co-authors, to provide the Content as required hereunder and grant all licenses set forth in this Agreement, including as required by applicable Laws with regard to any identified or identifiable individuals appearing in photographic Content.
  8. Influencer represents that all content will not infringe on any third-party rights and will not include false, misleading, or unsubstantiated claims.
  9. Music. Influencer is not to use unlicensed audio in the post. Rights-free music must only be used.
  10. High-Resolution Image. Unless otherwise set forth in the Program Details, promptly upon request by Brand, Influencer shall provide to Brand a high-resolution image of the Influencer Content that is posted or created in connection with this Agreement at no additional cost to the brand.
  11. Content Boost. Unless otherwise set forth in the Program Details, at no additional cost to Brand, Influencer agrees to perform the following in connection with the Influencer Content as requested by the Brand at the Brand’s sole discretion: (a) boost or otherwise promote the Influencer Content; (b) provide the Brand with access to Influencer’s ad manager or other tool to allow Brand to whitelist the Influencer Content; and/or (c) allow the Brand to run a branded ad.
  12. Maintain Influencer Content Posts. Unless otherwise set forth in the Program Details, Influencer shall maintain the Influencer Content as originally posted pursuant to the Program Details for at least twelve (12) months from the date that it becomes publicly available, except in the event that the Brand instructs Influencer to remove such Influencer Content prior to the end of such period.
  13. Additional Content Requirements. Additional requirements and obligations related to Influencer Content and Submissions may be set forth in the Program Details.
  14. Data Privacy. Influencer expressly consents to the use and disclosure of personally identifiable information and other data and information as described in the Brand’s Privacy Policy. Notwithstanding anything in the Privacy Policy, Brand will have the right to collect and analyze data and information (including personally identifiable data and information) resulting from Influencer’s (and any of Influencer’s readers’) access to and use of a Content Platform. All such aggregated data and information will be solely owned by Brand and may be used by Brand for any lawful business purpose without a duty of accounting to Influencer.
  15. LIMITATION OF LIABILITY To the maximum extent permitted by law, in no event shall Hotel be liable for any indirect, incidental, consequential, special, or exemplary damages arising from this Agreement, even if advised of such damages.
  16. GOVERNING LAW & DISPUTE RESOLUTION This Agreement shall be governed by the laws of the State of California. Any disputes shall be resolved through binding arbitration in Sonoma County, California. Each party waives its right to a trial by jury.
  17. Influencer agrees not to disclose the terms of this Agreement, any non-public hotel information, trade secrets, or business practices learned during the term of this Agreement to any third party. This clause shall survive termination
  18. INDEMNIFICATION. Influencer shall indemnify and hold Brand and their respective owners, parent companies, subsidiaries, affiliates, officers, directors, employees, agents and representatives forever harmless from, and against, any and all personal injury, property damage, loss, liability or claim of liability, expenses, fines and penalties including reasonable legal fees caused by any wrongful or negligent act, failure to disclose, error or omission.
  19. Both parties will keep the terms and conditions of this Agreement confidential.
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