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PULSETTO TERMS AND CONDITIONS FOR INFLUENCER MARKETING SERVICES

These Terms and Conditions (hereinafter – T&C’s) shall apply to all influencer marketing agreements insertion orders (IO) and all Influencer marketing services provided for Pulsetto, UAB, a company established and operating under laws of Lithuania, registry number 305911800, (hereinafter – Pulsetto). 

These T&C’s exclude and supersede any previous agreements, understandings, other terms and conditions or other similar documentation discussed or exchanged between the parties regarding the subject matter contained herein.

Pulsetto has a right to unilaterally modify these T&C’s at any time. These modifications shall take effect upon posting them to Pulsetto website. 

T&C’s are of the general nature and are supplemented by specific terms in individually negotiated terms in IO. Both T&C’s and a particular signed IO constitutes an entire Agreement. In case of conflict between specific terms in individually negotiated terms in IO, the IO supersedes these T&C’s.

General rights and obligations of the parties

1. Hereinafter Pulsetto and the Influencer jointly may be referred to as the “Parties” and each individually – as the “Party”.
2. In accordance with the terms and conditions of this Agreement, the Influencer undertakes to provide Services to Pulsetto and Pulsetto undertakes to pay the Influencer for the provided Services.
3. Services. The Influencer will assist in promoting the Pulsetto’s products via his/her online media account(s). Detailed services are described in IO which supplements this Agreement.
4. Pulsetto will provide Influencer with easy-to-follow creative Guidelines (“Guidelines”) that clearly and concisely describe the content (“Content”) required, including all Tags, Key Messages and visual requirements. The Services shall conform to the Guidelines of the Pulsetto, abide by the rules of the relevant social media platforms, applicable laws, and are subject to the Pulsetto’s acceptance and approval.
5. In the event Influencer does not follow the Guidelines provided by Pulsetto, Influencer will be required to edit or to amend the Content.
6. Pulsetto shall provide the necessary content and briefing materials to enable the Influencer to perform the influencer marketing services. If the Influencer has obtained employees or agents (the “Influencer Personnel”), the Influencer shall be solely responsible for all costs associated with the Influencer Personnel (the cost is included in the agreed price).
7. The Influencer understands that all promotions and products they promote as part of this Agreement are controlled by Pulsetto.
8. Influencer hereby grants Pulsetto a non-exclusive, royalty-free, non-transferable, irrevocable right and license to repost, share and upload Influencer’s Content, in whole (or in parts) on Pulsetto’s owned and operated social media and website properties, and to use it on other promotional materials, for the Pulestto’s promotional purposes. This includes the use of Influencer’s name and image for the duration of the Campaign and 3 months after for Retargeting solely in relation to the specified Campaign.
9. Influencer may not use the Pulsetto’s logos, IP or trademarks without written permission of Pulsetto for any commercial purposes except as agreed by Influencer and Pulsetto.

Termination of the Agreement

1. Either party may terminate this agreement at any time without cause upon 10 (ten) days prior written notice to the other party.
2. Either party may terminate this agreement upon 3 (three) days prior written notice if the other party breaches this agreement (including, but not limited to low-quality or non-satisfactory deliverables under this Agreement) and does not cure such breach within such time period.
3. In addition to any right or remedy that may be available to Pulsetto under this Agreement or applicable law, in the event that the Influencer has breached this Agreement, the Pulsetto may:

12.1. instruct the Influencer to cease all promotional activities or make clarifying statements, and the Influencer shall immediately comply;

12.2. instruct the Influencer to cease all promotional activities and return to the Pulsetto all the advance payments (if any), less the amount for the already Pulsetto’s accepted Services;

12.3. if there were no advance payments for the services made by the Pulsetto and the respective campaign was canceled by Pulsetto under this clause Pulsetto accordingly shall have a right not to pay for the canceled services.

Cancelation of the campaign

1. Pulsetto shall have a right to cancel the campaign and reject any deliverables / services under the present Agreement anytime and for any reasons by submitting a prior written notification to the Influencer 5 (five) business days in advance. The Parties agree that in the event of cancellation under this clause:

13.1. if there were any advance payments for the services made by Pulsetto, the Influencer shall return to Pulsetto all the advance payments (if any), less the amount for the already Pulsetto’s accepted services;

13.2 if there were no advance payments for the services made by Pulsetto and the respective campaign was canceled by the Pulsetto under this clause before any works have started, Pulsetto accordingly shall have a right not to pay for the canceled services;

1. For the avoidance of doubt, the Parties acknowledge and agree that  clause 13 is not applicable in the event of termination of the Agreement due to a material breach (including, but not limited to low-quality or non-satisfactory deliverables under this Agreement).
2. MAKEGOOD CLAUSE APPLICABLE IN CASE PARTIES AGREED ON MINIMAL VIEWS. The Influencer must achieve the reach views (as indicated in special conditions) after publishing the agreed content. In the event the Influencer shall not achieve the agreed target through initial paid brand placement, he/she undertakes to publish additional content in his / her online media platform(s) agreed by the Parties and according to the schedule agreed by the Parties or provide other mutually acceptable makegood. Parties, further agree that in cases where there was no particular number of views (or other KPI’s) agreed, but overall performance of the campaign results were not satisfactory to Pulsetto, Pulsetto shall have a right to request for makegoods, which should be agreed in written terms (e.g., to publish additional content).

Confidentiality

1. During the course of the Influencer’s performance of services for Pulsetto, the Influencer will receive, have access to and create documents, records and information of a confidential and proprietary nature to Pulsetto and its clients. The Influencer acknowledges and agrees that such information is an asset of Pulsetto or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of the Pulsetto and its clients must be kept strictly confidential and used only in the performance of the Influencer’s duties under this Agreement. 
2. The Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Pulsetto or as otherwise directed by Pulsetto in the course of the Influencer’s performance of services under this Agreement, and thereafter only with the written permission of the Pulsetto. 
3. Upon termination of this Agreement or upon the request of Pulsetto, the Influencer will return to Pulsetto all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control.

Material disclosures and compliance with FTC Guidelines

1. When publishing content about the Pulsetto’s products or services, the Influencer must clearly disclose his/her “material connection” with Pulsetto, including the fact that the Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service.
2. The disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about Pulsetto or its products or services. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via Hashtags, e.g. #sponsored.
3. The Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences.
4. The Influencer should only make factual statements about Pulsetto or its products which the Influencer knows for certain are true and can be verified.
5. The Influencer must comply with all FTC guidelines applicable to his/her activity.

Liability and indemnification

1. Liability of the Parties shall be determined in accordance with the applicable laws and provisions of this Agreement.
2. If any Party is in breach of its obligations under this Agreement, the Party in breach shall in full compensate to the other Party direct damages incurred in relation to such breach.
3. Subject to and except as provided in the terms, conditions, express representations and warranties provided in this Agreement, each party (each an “Indemnifying Party”) agrees to indemnify, save and hold harmless the other party and its parent, subsidiaries and affiliates and their officers, directors, employees and agents (collectively, “Indemnitees”) from any and all damages, liabilities, costs, losses or reasonable expenses arising out of any claim, demand, or action by a third party to the extent arising out of the Indemnifying Party’s fault, breach of obligations,  representations and warranties, or provision of materials which infringe or violate any third party rights or any applicable law.

Validity, amendments, and termination of the agreement

1. The Agreement shall enter into force as indicated in IO and shall be in force for the period indicated in IO or until it is terminated by the Parties.
2. The Agreement may be amended only in writing and such amendments shall be signed by both Parties.
3. Upon termination or expiry of this Agreement, provisions of the Agreement related to liability of the Parties, confidentiality and settlement between the Parties shall remain in force, as well as all other provisions of this Agreement which, as expressly stated, shall or must remain in force after termination or the Agreement.
4. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the Parties is effectuated, and the remainder of this agreement shall have full force and effect.

Final provisions

1. Force Majeure. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause or rescheduled for a later timing.
2. Independent Contractor. The Influencer is retained as an independent contractor of Pulsetto. The Influencer acknowledges and agrees that (i) The Influencer is solely responsible for the manner and form by which the Influencer performs under this Agreement, and (ii) The Influencer is a self-employed individual, who performs services similar to the services outlined in the attached Schedule of Services for various entities and individuals other than Pulsetto. The Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of the Influencer’s performance of services, and neither the Influencer nor any of the Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Pulsetto.
3. Choice of Law. This Agreement, and any disputes arising out of or in connection with this Agreement, if not resolved through good faith negotiations, shall be governed by, interpreted and construed in accordance with the laws of the Republic of Lithuania. All disputes, controversies, claims or differences arising out of, relating to or having any connection with the present Agreement, including (without limitation) any questions relating to its existence, validity, interpretation, performance or termination, shall be referred to and finally resolved and settled by the Vilnius Court of Commercial Arbitration in accordance with its Rules of Arbitration. The number of arbitrators shall be 1 (one). The arbitrary proceedings shall take place in Vilnius. The language of arbitrary proceedings shall be English. The laws of the Republic of Lithuania shall be applicable to the dispute.
4. Notices. Any notice required under this Agreement may be given by email or written letter to the number or address provided by the party to which the notice is to be sent. Any notice under the Agreement must be in English and in writing (which, for the purposes of this paragraph, includes email, but not fax). According to this Agreement, notice will be deemed received on the first business day after sending by e-mail or on third business day after the notice is sent by mail or handed to courier. If a Party fails to inform about the change of its contact details, dispatch of the notice to the last known address shall be considered sufficient. For purposes of this paragraph, the contact details of the Parties are indicated in the IO.
5. Assignment. Neither Party may, without a prior written consent of the other Party, shall assign its rights and/or obligations hereunder to any third party.
6. Merger clause. This Agreement constitutes the entire understanding between the Influencer and Pulsetto and supersedes all prior understandings, written or oral, relating to its subject matter. Any changes, amendments or supplements must be made or confirmed in writing and signed by both Parties. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.