Smooche LLC d/b/a Smooche ("Smooche," "we," "us," or "our") greatly appreciates when influencers and content creators ("you" or "Influencer") feature our products on social media. Occasionally, we may reach out to request permission to showcase your photos, videos, GIFs, or other content ("Content") on our own platforms. By replying to our request and using the hashtags #smooche, tagging @smooche or any other official Smooche social media pages, or otherwise agreeing to collaborate with us, you agree to be bound by the following terms and conditions (the "Agreement"):

 

1. License Grant. Influencer hereby grants to Smooche a perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, adapt, publish, translate, create derivative works from, incorporate into other works, distribute, publicly perform, and publicly display the Content, in whole or in part, in any form, media or technology, in connection with the marketing, advertising and promotion of Smooche's products and services. This includes, without limitation, use on Smooche website, product pages, social media accounts, newsletters, emails, advertisements, and any other promotional materials. Smooche may modify or adapt the Content as it deems appropriate.
2. Intellectual Property. Smooche does not claim any ownership rights in the Content and nothing in this Agreement shall be deemed to restrict any rights that Influencer may have to use and exploit the Content. Influencer acknowledges and agrees that Smooche shall own all right, title and interest in any derivative works or modifications created by Smooche that incorporate the Content. Smooche retains all intellectual property rights in its products, services, and branding. Influencer may not use Smooche's trademarks, logos, or other intellectual property without Smooche's express written permission.
3. Representations and Warranties. Influencer represents and warrants that: (i) Influencer is at least 18 years old or has parental consent to enter into this Agreement; (ii) Influencer is the sole owner of the Content or has obtained all permissions, releases, rights or licenses required to grant the rights granted herein; (iii) the Content does not infringe the copyright, trademark, patent, trade secret or other intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party; (iv) Influencer has obtained written consent and release from any identifiable individuals appearing in the Content to use their name and/or likeness; (v) the Content is Influencer's original creation and has not been previously published or submitted to any other third party; (vi) the products featured in the Content were purchased from or provided free of charge by Smooche; (vii) use of the Content by Smooche as permitted by this Agreement will not violate any law or regulation.
4. Indemnification. Influencer will indemnify, defend and hold harmless Smooche and its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable attorneys' fees) arising out of or relating to any claim or cause of action arising out of Influencer's breach of any representation, warranty or obligation under this Agreement or use of the Content.
5. Confidentiality.

a. Scope. Influencer acknowledges that he/she may receive or have access to confidential information of Smooche. At all times, both during and after the collaboration, Influencer shall hold in strictest confidence and not disclose to any third party or use, except as approved in writing by Smooche, any Confidential Information of Smooche. "Confidential Information" means all non-public, confidential or proprietary information of Smooche.

b. Exceptions. The confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public other than as a result of disclosure by Influencer; (ii) was known to Influencer prior to its disclosure by Smooche; (iii) becomes available to Influencer on a non-confidential basis from a source other than Smooche; or (iv) is independently developed by Influencer without use of or reference to Smooche Confidential Information.

1. Non-Disparagement. Influencer agrees that, at all times during and after the collaboration with Smooche, Influencer will not make any negative or disparaging statements about Smooche, its products, or its employees.
2. Disclaimers.

a. Influencer's opinions and statements about Smooche products are their own and do not necessarily represent the views of Smooche. Smooche is not responsible for any statements, promises, or claims made by Influencer that exceed or differ from Smooche's official marketing materials and product descriptions.

b. THE SMOOCHE PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SMOOCHE DOES NOT GUARANTEE THAT THE PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS. USE OF SMOOCHE PRODUCTS AND SERVICES IS AT INFLUENCER'S OWN RISK.

1. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) INFLUENCER'S ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS OR SERVICES; (B) ANY CONTENT OBTAINED FROM THE PRODUCTS OR SERVICES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF INFLUENCER'S CONTENT.
2. Responsibility for Damages. Influencer is solely responsible for any damages arising from violations of these terms, infringement of any third party rights, or any other applicable laws or regulations, whether or not the Content has been published and/or removed from Smooche platforms.
3. Privacy and Data Protection. For concerns regarding privacy and data protection, please contact Smooche at hey@smooche.com
4. Compliance with Laws. Influencer shall comply with all applicable laws and regulations, including but not limited to the Federal Trade Commission's (FTC) Endorsement Guidelines, which require influencers to disclose their relationship with brands when promoting products.
5. Termination. Smooche may terminate this Agreement at any time, for any reason or no reason, without prior notice to Influencer. Upon termination, all licenses granted by Influencer will terminate but all other terms of this Agreement will survive termination.
6. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Wilmington, Delaware and the parties hereby irrevocably consent to personal jurisdiction and venue in such courts.
7. General Provisions.

a. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

b. Assignment. Influencer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Smooche. Any purported assignment or delegation in violation of this Section is null and void. Smooche may freely assign or delegate any or all of its rights or obligations under this Agreement.

c. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

d. Relationship of the Parties. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

e. Modifications. Smooche reserves the right, at its sole discretion, to modify the terms of this Agreement at any time and will update these terms in the event of any such modifications. It is your responsibility to check this Agreement periodically for changes. Your continued use of Smooche's services after the posting of any changes constitutes your acceptance of the new terms.

Last Updated: August 4, 2024

Smooche LLC
8605 Santa Monica Boulevard, PMB 44698 West Hollywood, CA 90069
United States