Definitions:
“Gridwise Affiliate Agreement” means this agreement and its terms as defined below
“Affiliate” means person 3rd party executing this agreement with Gridwise, Inc.
Affiliate hereby irrevocably authorizes and grants permission to Gridwise, their successors and assigns, to use, separately or together, Affiliate’s name, voice, picture, performance or other likenesses, quotes, and approved biographical data (collectively, “Affiliate’s Likeness”), in whole or in part, in the Media for the purposes of promoting Gridwise (the “Program”) and for trade and archival purposes.
Affiliate retains ownership of content (as defined in the SOW). However, Affiliate grants to Gridwise their affiliates and agents a perpetual, worldwide license to archive, copy, modify, distribute, publicly display, edit, translate and reformat content, including, without limitation, the right to do each of the foregoing with respect to any names and likenesses of any persons or locations embodied therein, in any and all digital and print media now known or hereafter devised, without compensation, permission or notification to you or any third party. Without limiting the foregoing, Gridwise shall have the right to like, favorite, retweet, share, repost, redistribute, syndicate, amplify (including using paid promotion or whitelisting) or otherwise utilize all content described or contemplated hereunder in any manner enabled by the applicable platform in perpetuity. Gridwise shall have the right throughout the term (as defined in the SOW) to @mention, tag or otherwise interact with Affiliate’s social media accounts from which content is published in connection with the Program. Upon notice from Gridwise, Affiliate shall as promptly as possible, and in no event later than twenty-four (24) hours, take down any content as directed. For the avoidance of doubt, Gridwise shall not be required to remove content following the expiration of the Term.
Affiliate warrants and represents that Affiliate owns or otherwise controls all of the rights to content, except for any materials provided by Gridwise, and that Affiliate has received any necessary permissions or rights to sublicense any content or other materials owned by any third parties which are included therein. Affiliate further agrees that any content will comply with the guidelines in the attached Exhibit A.
In connection with the above, Affiliate hereby releases Gridwise from all liability, loss, claims, suits or damages arising out of or in connection with the authorized use of Affiliate’s Likeness, including but not limited to, compensatory, punitive, enhanced, consequential and incidental damages and reasonable attorneys’ fees, whether such damages arise under contract, tort or statute.
Unless required by law, (i) Affiliate agrees to keep the terms of this Agreement confidential including, without limitation, the compensation paid to Affiliate and Affiliate shall not disclose any such terms without Gridwise’s prior written permission and (ii) Affiliate further agrees to keep confidential all documents and other materials delivered by Gridwise to Affiliate.
It is Affiliate’s understanding that if Affiliate has committed, or shall commit, any act, or has or shall become involved in any situation or occurrence (collectively, an “Act”) tending to bring Affiliate into public disrepute, contempt, scandal or ridicule, or tending to shock, insult or offend the people of this nation or any class or group thereof, or reflecting unfavorably upon the reputations of Program or Gridwise, then this Agreement will be immediately terminated and no compensation will be due to Affiliate. It is Affiliate’s further understanding that any decision on matters arising under this paragraph will be at the sole discretion of Gridwise and shall be conclusive.
Affiliate agrees that if Affiliate commits a material breach of any provision of this Agreement or at any time fails or refuses to fulfill Affiliate’s obligations hereunder, then Gridwise may terminate this Agreement and Affiliate immediately remove all references to Gridwise from Affiliate’s blog.
Affiliate represents and warrants that Affiliate is eighteen (18) years old or older (or, if not, that a parent or legal guardian will sign on Affiliate’s behalf) and that this Agreement does not in any way conflict with any existing commitments on Affiliate’s part. Affiliate further warrants and represents that Affiliate has the full right to enter into this Agreement without violating the legal or equitable rights of any third party. Affiliate has not previously authorized (which authority is still in effect), nor will Affiliate authorize or permit the use of Affiliate’s name, picture, portrait, likeness or testimonial statement in connection with the advertising or promotion of any product or service competitive to or incompatible with the above-described category of exclusivity and during the time period stated therein.
Affiliate is responsible for all federal, state and local taxes and any other costs or expenses incurred in accepting any compensation from Gridwise.
Affiliate agrees to the representations and warranties set forth on Exhibit B, which are incorporated herein.
Affiliate acknowledges that Affiliate has read and agrees to the disclosure and release on Exhibit C.
Nothing contained herein will constitute any obligation on the parties hereto to make any use of the rights set forth herein. This Agreement contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings. No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties hereto. This Agreement shall be construed in accordance with the substantive laws of the state in which Gridwise’s place of business is located, without regard to that state’s conflict of laws rules.
Exhibit A
Content Guidelines
1. Content must be Affiliate’s own original work, created solely by Affiliate, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity.
2. If any persons appear or are referred to in the content, Affiliate solely responsible for obtaining from such persons, prior to posting or making publicly available, consent from those persons, which permits Gridwise 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.
3. Content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory or libelous, or that otherwise contains inappropriate content or objectionable material, may not be posted or made publicly available and Gridwise may, in its sole and unfettered discretion, remove such content, if applicable, or require that Affiliate remove such content.
4. 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 Affiliate. Should Affiliate include Affiliate’s personally identifiable information in the content, Affiliate acknowledges and agrees that such information will be disclosed publicly and that Affiliate is solely responsible for any consequences thereof.
5. Content must not violate any law.
Exhibit B
Affiliate Representations and Warranties
Affiliate represents and warrants that:
1. Affiliate’s statements will reflect Affiliate’s honest views and experience with Gridwise products and services (Affiliate agrees, if necessary, to furnish appropriate testimonial affidavits);
2. Affiliate will promptly notify Gridwise if Affiliate’s opinion of Gridwise’s products or services changes from that which Affiliate has expressed to date;
3. Affiliate shall not act or engage in any practice or conduct in any manner detrimental to the reputation of Gridwise or Gridwise’s products or services;
4. Affiliate shall comply with all laws, rules and regulations applicable to Affiliate’s conduct under the Agreement;
5. Affiliate’s statements about Gridwise’s products or services shall be accurate;
6. Affiliate shall not make any false, misleading or disparaging remarks about individuals or organizations or their products or services;
7. Affiliate agrees that Affiliate will render Affiliate’s services in a competent manner to the best of Affiliate’s ability, and that all of Affiliate’s services will be subject to Gridwise’s reasonable approval, direction and control at all times, and Affiliate will comply with whatever scripts and reasonable instructions, suggestions and recommendations Gridwise may give Affiliate in connection with the rendition of such services;
8. While on any third party’s premises, Affiliate shall comply with all of such third party’s rules and regulations including, but not limited to, safety, health, and rules prohibiting misconduct on such premises such as use of physical aggression against persons or property, harassment, and theft;
9. Affiliate has not engaged in or benefitted from, and will not engage in or benefit from, any practice or conduct to artificially, fraudulently, unfairly or deceptively increase, exaggerate, alter or otherwise affect the size, quality or integrity of Affiliate’s social media accounts, followings or engagements, including without limitation purchasing followers, purchasing verification, and participating in engagement pods.
Exhibit C
1. Affiliate understands that Affiliate is responsible for obtaining Affiliate’s own passport, visa and other required travel documents.
2. Affiliate also acknowledges that Gridwise has not arranged for nor carries any insurance of any kind for Affiliate’s benefit or that of Affiliate’s heirs, executors and administrators relative to Affiliate’s participation in the Program. Affiliate is solely responsible for obtaining and paying for any life, accident, automobile, property or other insurance relative to Affiliate’s participation in the Program.
3. Affiliate understands and acknowledges and hereby releases, discharges, indemnifies and holds harmless Grdiwsie, and their respective parents, subsidiary and affiliated companies, divisions, promotion partners, advertising and promotional agencies, and any other agency that provides services in connection with the Program, and each of their respective officers, directors, managers, trustees, distributors, dealers, dealer associations, employees representatives, contractors, agents, successors and assigns (collectively, the “Released Parties”) from and against any and all claims, damages or liability arising from or related to any injuries, damages or losses to any person (including, without limitation, any death or disability) or property of any kind resulting in whole or in part, directly or indirectly, from Affiliate’s services in connection with the Program, including any travel.
SOW
Affiliate will include clear and conspicuous disclosures in all content Affiliate creates in connection with the Program (“Content”) indicating that Affiliate is participating in a program sponsored by Gridwise. Affiliate will cooperate with Gridwise’s reasonable instructions regarding such disclosures including without limitation with respect to format, content, placement, timing, frequency and proximity to applicable claims.
Affiliate agrees to provide the Services described below to promote the Program. Affiliate agrees to participate in services consistent with the specifications set forth below and promptly review and/or supply information and quotes for use in materials for the Program, including without limitation press materials, press kits, news releases, any filmed, videotaped or recorded interviews, newsletters/columns (collectively the “Materials”). Affiliate further agrees that during the Term, Affiliate will not make any statements that disparage or reflect unfavorably on the Program or Gridwise.
Gridwise will pay Affiliate $1 per new, unique Gridwise user registration and $5.00 in total if that user subscribes to Gridwise Plus (collectively, “Conversions.”). In the event that Gridwise and Affiliate agree in writing to incorporate Gridwise Protection into the Program, Gridwise will pay affiliate 20% revenue share for any Affiliate user who signs up for Gridwise Protection (“Protection Conversions”). Gridwise will pay Affiliate on a monthly basis within 30 days of the prior month end. Payments are made when the amount due to the Affiliate is at least $50. If the Affiliate does not accrue $50 worth of Conversions in a month, that balance will be rolled over to the following month which will continue to occur until the balance reaches the $50 threshold. Any changes to these terms must be agreed to in writing. Gridwise retains the right to modify or cancel this agreement at any time; however, Gridwise agrees to pay Affiliate for all previous Conversions and/or Protection Conversions.
