ANALYSE CYRIELLE DE MONTAIGNAC

Influencer Agreement

RECITALS

Ykone (as identified in the Special Terms and Conditions) is an international creative agency for digital content & influencer marketing that supports in clients in creating marketing campaigns with the involvement of influencers—individuals who have a powerful presence on social medias.

Ykone works with its clients to organize promotional campaigns in order to build brand awareness (the “Campaign”) and for which an Influencer (as identified in the Special Terms and Conditions), at the request of a Client, creates high performing content (the “Content”) posted on various platforms (blogs, television/radio stations, social networks, etc.) that belong to the Influencer and/or the Client.

Ykone servers as an intermediary between the Client (as identified in the Special Terms and Conditions) and the Influencer. The Influencer provides his/her services as an independent contractor who has no superior-subordinate relationship with Ykone or the Client.

The Influencer wishes to take part in the Campaign and has accepted to enter into this agreement (the “Agreement”) with Ykone.

The purpose of the Agreement is to:

• create a promotional Campaign to promote the Client’s products; have the Influencer produce Content;
• distribute the Content according to the advertising schedule (the “Schedule”) on the platforms as defined in the Special Terms and Conditions;
• assign the Intellectual Property Rights to the Content to Ykone and to the Client;
• assign the Influencer’s Image Rights to Ykone and to the Client.

The Influencer must stick strictly to the Schedule.

In the event that it is modified by Ykone and/or the Client, the Influencer agrees to produce and distribute the Content on the same terms as negotiated at the time of the signing of the Agreement, with no additional indemnification, compensation or remuneration.

The Agreement is divided into two parts that form an indivisible whole:

Part One:           GENERAL TERMS AND CONDITIONS

Part Two:           SPECIAL TERMS AND CONDITIONS

with the understanding that:

• in the event of an discrepancy, the Special Terms and Conditions will prevail over the General Terms and Conditions;
• the General Terms and Conditions taken with the Special Terms and Conditions and all the exhibits that may be added thereto form the Agreement and constitute a whole, single and inseparable document, which is accepted by the Influencer;
• no forbearance with respect to the terms and conditions of the Agreement and any subsequent versions of it, regardless of how frequent or long it may have been, may be considered as a modification or suppression of said terms and conditions.
  
  These clauses are determinative of the common of the Parties.

PART ONE: GENERAL TERMS AND CONDITIONS

SECTION 1: OBLIGATIONS OF THE PARTIES
 
Subsection 1.1: Obligations of the Influencer

The Influencer agrees to never divulge any Content ahead of schedule. Such action would be tantamount to divulging confidential information and could result in the termination of the Agreement with no indemnification, without prejudice to any damages and interest.

Except as otherwise provided in the Special Terms and Conditions, the Content must remain online as long as permitted under the general terms and conditions of the social networks and of the other distribution platforms used by the Influencer and the Client.

The Influencer agrees, for the full term of the Agreement, to collaborate in good faith with Ykone and the Client. In case of products loaned to the Influencer for purposes of the Campaign (as listed in the Special Terms and Conditions), the Influencer agrees to return said products in perfect condition after delivering the Content; failure to do so may give rise to his/her liability.

The Influencer agrees to use his/her best efforts to promote the Content that he/she posts pursuant to the Agreement for the full duration of the Campaign and in particular not to conceal any Content by abusively putting other things not provided for as part of the Campaign online.

At the end of the Agreement, the Influencer may be asked to take Content down with no justification or indemnification.

The Influencer shall make sure that Content is property tagged and indexed. The Influencer may not delete or alter Content or any associated keywords as per the Special Terms and Conditions.

In connection with the Campaign, the Influencer agrees to comply with all currently applicable regulations and specifically the rules applicable to advertising communications on social networks and the internet, ethics and usages developed for online advertising.

Except as otherwise provided in the Special Terms and Conditions, the Influencer must clearly, unequivocally and immediately identify, if necessary by means of an explicit indication, the advertising nature of the Content and specify the name of the brand on behalf of which the Campaign is done.

Under no circumstances may Ykone be held liable for the failure by the Influencer to comply with legislation or regulations applicable to Campaigns. The Influencer is responsible for the way he/she uses the Content and in particular its deletion.

The Influencer is responsible for taking out any and all insurance policies covering him/her for all risks and damages related to the Agreement and its performance from a reputable and solvent insurance carrier and he/she agrees to provide a copy of a letter of insurance coverage issued less than two months ago to Ykone whenever so requested; the letter must reference the amount of coverage. The Influencer agrees to maintain the same coverage for the full term of the Agreement.

The Influencer agrees, for the full term of this Agreement, to comply with all applicable legislation, regulations, practices and customs of the countries in which he/she may travel to for purposes of the Campaign.

Furthermore, the Influencer agrees to answer the questionnaire supplied by Ykone and set forth in an exhibit to the Agreement.

Subsection 1.2: Obligations of Ykone

Ykone agrees to coordinate and organize the Campaign with the Influencer and to pay him/her the Remuneration defined in Section 3.

Subsection 1.3: Changes and Modifications of the Agreement

Ykone may ask the Influencer for changes to the deliverables and/or modifications of the contractual terms and conditions.

To this end, the Influencer will provide an estimate within five (5) business days. This estimate shall include the price of the requested modification, the impact on ongoing work (in terms of workload, timeline, task priorities, etc.) and, more generally, any impact of such modification on the Agreement. Once the estimate is approved in writing by Ykone, the Influencer shall agree to make the changes.

Any modification will be set forth in an amendment that will be signed jointly by the Parties.

No contractual modification will be necessary as the result of an amendment of the creative brief by Ykone.

SECTION 2: ASSIGNMENT OF RIGHTS

The Influencer hereby assigns, on an exclusive basis, to Ykone and to the Client, for the duration and the territory defined below, the rights necessary to use the Content in connection with the Campaign, as such rights are defined below.

The consideration for the assignment of such rights is the full and final remuneration defined in Section 3, the fixed nature of which is justified by Section L 131-4(1) of France’s Intellectual Property Code.

The assigned rights include in particular:

Subsection 2.1: Intellectual Property Rights

The intellectual property rights (“Intellectual Property Rights”) assigned under the Agreement include all the rights necessary to use the Content.

The Intellectual Property Rights include:

...