(Sponsor’s Instagram account). Company estimates that by sponsoring the Giveaway, Sponsor’s Instagram Account(s) will gain 4k
estimated Instagram followers. Any social media gain discussed by the parties is an estimate and not a guarantee.
b) Company shall include the Sponsor in the Giveaway organized by the Company.
c) Company shall require all entrants of the giveaway to follow the Sponsor as a requirement for entering the giveaway.
d) Company’s Instagram account (@ValueKeyBusinesses) shall follow the Sponsor’s Instagram account.
a) Sponsor agrees to pay contribution adequately and promptly.
b) Sponsor understands and agrees that unless the contribution is paid by the contribution date, the sponsor shall not be entered into the giveaway and this can result in the immediate termination of this agreement.
c) Sponsor is encouraged to promote the Giveaway on Sponsor’s social media platforms. The creative of said social media posts shall be at Sponsor’s discretion, provided Sponsor shall include the required hashtags and other specifications provided by the Company.
Article 6 - GIVEAWAY
In regard to the giveaway, the following shall apply;
a) Giveaway launch date / giveaway period: The giveaway shall run for 3 days across dates that will be agreed between the company and the representative. Giveaway Period may be reasonably altered at Company’s sole discretion.
b) Giveaway Promotion: Prior to and during the Giveaway Period (the dates and times of which shall be determined by Company), Company shall engage social media influencers to promote the Giveaway via their Instagram account(s). As of the date hereof, Company has engaged the representative (the “influencer”) to promote the Giveaway.
c) Participation fee: In full consideration for the Sponsor’s participation in the Giveaway, for each of Sponsor’s Instagram Account(s), Sponsor will pay Company the guaranteed pay-or-play sum of USD 3147.00 minus any applicable discounts directly given by Company (the “Participation Fee”). Unless and until Sponsor pays and Company receives the participation fee in whole, Company shall be under no obligation to include Sponsor in the Giveaway. By executing this Agreement, Sponsor agrees to refrain from initiating any chargebacks. Defaulting on any payments will result in immediate termination of all services. The participation fee excludes any processing or merchant fees required by the sponsor’s method of payment (credit/debit card, wire transfer, Stripe etc.).
- All sales are final; no refund will be given should you decide that you no longer want to participate. In this case, we recommend that you alter your privacy status from public to private to avoid unwanted following for the period of the giveaway.
- If we failed to include your Instagram handle on our giveaway list or take payment for your purchase however, we are already at full capacity, we will issue you a full refund or store credit for next time.
- All giveaways are listed with an “EST” (Estimated launch date) to remain flexible to the sponsors, host and outside factors like Instagram updates, outages, low traffic rhythms etc. It is not recommended you make this purchase if you are depending on the exact launch date as the always vary. No refunds will be given for delays and reschedules.
- Under no circumstances will you be refunded if the campaign does not reach the expected outcome and, by signing the purchase agreement, you hereby relinquish (“Valuekeybusinesses”) from responsibility to refund claims listed as “not as described”.
YOU UNDERSTAND THAT WE DO NOT RECOMMEND YOU MAKE THIS PURCHASE IF YOU HAVE AN UNANSWERED QUESTION THAT WOULD OTHERWISE PREVENT YOU FROM MAKING THIS PURCHASE.
e) Disputes: We take disputes very seriously and will always do the right thing when it comes to your purchase. If you have any issues, please contact us by email and we can resolve any problems quickly.
Article 9 - RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship between the Parties.
Article 10 - INDEMNIFICATION
Sponsor shall defend and indemnify Company and any agents (if applicable) and hold the company harmless against any, and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to any act or omission by Sponsor or its agents, any use of the Sponsor's intellectual property, or any breach of this Agreement.
The Company will not be responsible for damage to or loss of property belonging to the Sponsor, its employees, contractors, or agents or for personal injury to the Sponsor's employees, contractors, agents, directors, or invitees except to the extent that claims may be solely and directly attributed to wilful misconduct or gross negligence of the Company and its employers, directors, or officers.
Article 11- OWNERSHIP AND LICENSE
Sponsor may provide Company with materials owned by the Sponsor or another third party (“Sponsor Materials”), for use in connection with any social media content uploaded by the company for promoting the giveaway (the “deliverables”), including, without limitation, Sponsor’s name, likeness, and/or social media handle. Sponsor Materials shall remain the sole and exclusive property of Sponsor and/or the respective third party, as applicable, including all intellectual property rights therein; provided, Sponsor hereby grants or will cause to be granted to Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, copy, distribute, display, perform and transmit the Sponsor Materials as incorporated in the deliverables. , Notwithstanding the foregoing, nothing herein shall require Company to remove and/or delete any social media content incorporating Sponsor Materials created and posted during the Giveaway Period following the duration of this Agreement (i.e., the Deliverables can live passively in perpetuity on Company’s social media platforms).
Solely during the Giveaway Period, Sponsor shall have the right to promote, share, like, and/or re-post the Deliverables solely on Sponsor’s owned and operated social media channels; provided, Sponsor shall not be permitted to edit and/or modify the Deliverables before sharing, liking, and/or re-posting the Deliverables. Following the Giveaway Period, neither Party shall have the obligation to delete the Deliverables; provided, Sponsor shall not be permitted to “whitelist”, promote, share, like, and/or repost the Deliverables following the Giveaway Period (i.e., there shall be no post Giveaway Period use of the Deliverables). Apart from the above, Sponsor will not exploit or distribute the Deliverables in any manner, including, without limitation, by using the Deliverables in any form of advertising or commercial tie-ins without the explicit permission of Company in each instance.
Article 12- TERMINATION
This agreement may be terminated:
i. by either party for a material breach of any provision of this agreement by the other party, if the other party's material breach is not cured within 7 days of receipt of written notice of the breach.
ii. by either party at any time and on the provision of written notice, if any of the other party's representations in this agreement prove to be inaccurate in any material respects.
iii. by either party at any time and without prior notice, if the other party is convicted of any crime or offence, fails or refuses to comply with the written policies or reasonable directives of the other party, or is guilty of serious misconduct in connection with performance under this agreement;
iv. it becomes illegal for one party to perform any of its material obligations under this Agreement.
v. Upon expiration or termination of this Agreement, Sponsor will immediately cease using any/all deliverables other than as permitted under this Agreement.
vi. Those terms that by their nature should survive expiration or termination of this Agreement shall survive, including, without limitation, each Party’s respective obligations, ownership, and indemnification.
Article 13- NOTICES
Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return receipt requested), facsimile, or email at addresses and email which are indicated above or notified to either party from time to time.
Article 14- DISCLAIMERS
While the intent hereof is for Sponsor to gain Instagram followers, Company makes no representation or warranty that Sponsor will gain any followers and, in the event, Sponsor does gain followers, makes no representation or warranty regarding the retention of the followers, as the Parties acknowledge that social media user retention is largely based on content and Company makes no representation or warranty that Sponsor’s content will retain said followers post Giveaway Period. Accordingly, it will solely be the Sponsor’s obligation to retain the followers. Each Party shall indemnify the other against any third-party liability, damages, costs and expenses (including reasonable outside attorneys’ fees and costs) incurred by reason of any claim arising in connection with any uncured material breach of their respective covenants, representations, warranties or agreements herein.
Article 15- ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the sponsorship. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
Article 16- WARRANTIES
Sponsor agrees that Sponsor will not make any statement, or take any other action, to disparage, defame or compromise the goodwill of ValueKeyBusinesses or its employees, owners, and affiliates. In addition to injunctive relief and actual damages, Sponsor agrees ValueKeyBusinesses any breach or violation by Sponsor of the foregoing sentence shall result in substantial damages and injury to ValueKeyBusinesses, the precise amount of which would be extremely difficult or impracticable to determine (can I check that this is applicable under UK law and can be enforced under international law). Accordingly, the parties have made a reasonable endeavour to estimate a fair compensation for potential losses and damages to ValueKeyBusinesses and, therefore, Sponsor further agree, that in addition to the remedies set forth herein, Sponsor will also be obligated to pay, and agrees to pay to an additional fee to ValueKeyBusinesses, as a reasonable and fair amount of liquidated damages to compensate ValueKeyBusinesses for any loss or damage resulting from each breach by Sponsor of the foregoing terms. The parties intend that such damages constitute compensation and not a penalty. The parties hereto further agree that such sum bears a reasonable and proximate relationship to the actual damages that ValueKeyBusinesses will suffer from each breach of the terms of this Agreement.
Article 17- GENERAL PROVISIONS
A. JURISDICTION, VENUE & CHOICE OF LAW: English laws shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Sponsor and Company. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the jurisdiction of the English laws and courts. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The Parties hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
B. ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted by a qualified arbitrator from England. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing English laws. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial regarding arbitral claims.
C. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
D. NO WAIVER: If either Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
E. HEADINGS/TITLES: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
F. FORCE MAJEURE: Parties shall not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THE LISTING OF THE ITEM YOU ARE PURCHASING. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS DISCLOSURE CAREFULLY.