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These Creator Terms and Conditions (the “Creator Terms”) are a part of the Terms and Conditions agreement between you and Evolv Mgmt with respect to your use of online services and bookings facilitated through Evolv Mgmt intended for and/or made available to you in your capacity as a Creator and are incorporated by reference into the Terms and Conditions agreement (the “Agreement”).  For clarity, the Agreement and Creator Terms form a single contract between you and Evolv Mgmt and all terms of such contract apply to your use of the Site and Services and any bookings facilitated through Evolv Mgmt.  You are referred to herein as “you” or as “Creator”.

For purposes of this Agreement, Evolv and Creator may be referred to collectively as “Parties.”

WHEREAS, Evolv is an influencer management agency which facilitates bookings between the influencer and the brand.

 

WHEREAS, Creator has a substantial social media following.

 

IN CONSIDERATION of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: 

 

​1. Purpose.
The purpose of this Agreement is to set forth the terms and conditions pursuant to which Creators are to be presented with collaboration opportunities and have their interests served by Evolv. Evolv is to connect Creator with a brand for the purpose of promoting the brand’s product(s) or service(s) upon the terms and conditions set forth herein. If the Creator fails to respond to a particular collaboration opportunity for at least twenty-four (24) hours, the collaboration opportunity will be considered rejected on the Creator’s behalf. Evolv, on behalf of the brand, shall pay a fee to the Creator. In exchange for said consideration, the Creator shall provide Evolv, on behalf of the brand, with content in the manner specified.

 

2. Compensation.
As full consideration for the Creator’s services under this Agreement, Evolv shall compensate the Creator according to the terms specified in Schedule A. Evolv shall pay Creator between the first day and the seventh day of the month following the date the Creator fulfills all of the obligations hereunder. 

 
3. Term.

This Agreement is to commence on the Effective Date and continue until terminated or until all payments have been made and all obligations have been satisfied.

 

​4. Timing Requirements.

Creator shall create and post the partnered content no later than fourteen (14) days following the date the Creator accepts a particular collaboration. Creator shall not remove any partnered content and the partnered content must remain live for at least seven (7) days following the date the partnered content is posted. Creator shall ensure any Instagram Story post remains live for a full twenty-four (24) hours. After publishing any partnered content, Creator shall share the partnered content with Evolv along with screenshots of the post(s), story or stories, and insights for each. Insights include likes, views, reach and impressions.

 
5. Content Specifications.

Creator shall follow the content brief in the creation of partnered content. Creator’s partnered content will be reviewed and approved in writing prior to Creator publishing the partnered content. Brand and/or Evolv is entitled to request, and Creator shall grant, two (2) round of edits, during which Creator shall make any reasonable changes and adjustments to the partnered content to conform it to the content brief. Creator shall ensure that the partnered content fully complies with all applicable laws of the United States and that partnered content will include all required FTC disclosures.

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6. Rights.

Creator hereby agrees for their content to appear on Evolv’s website and social media platforms for the purpose of promoting Creator’s portfolio and experience. Creator retains all right, title, and interest, including all Intellectual Property Rights in and to the partnered content. Notwithstanding the foregoing, Creator does not have any rights in and to brand’s product names, images, trademarks, service marks, and logos provided by brand in connection with this Agreement. Creator grants to brand a non-exclusive, non-transferable, royalty free license to use partnered content and Creator’s name and likeness in connection with the partnered content on social media and on their website. 

 

​7. Representations and Warranties.

The Parties have the right, power, and authority to enter into this Agreement and to fully perform its respective obligations herein. Neither Party has engaged in, and shall not engage in, any actions that conflict with any of their obligations under this Agreement. Neither Party is aware of any pending litigation that would have a material impact upon its rights or obligations under this Agreement. Neither Party has engaged in and shall not engage in, any conduct that would disparage or portray in an unfavorable light, bring into public disrepute, contempt, or otherwise injure the success of the other Party. Creator is at least eighteen (18) years of age and has the full power and authority to enter the Agreement. Creator is the sole owner of or holds all necessary rights, title, and interest in and to all partnered content. The partnered content will infringe upon any third-party rights. Creator shall refrain from using any prohibited techniques. 

 

​8. Termination. 
Either Party may terminate this Agreement for any reason at any time during the Term by providing thirty (30) days’ notice to the other Party. Either Party may terminate this Agreement for cause if the other Party breaches the terms of this Agreement. If this Agreement is terminated for cause, the breaching party is not entitled to any further compensation under this Agreement.

 

​9. Limitation of Liability.
EXCEPT FOR EXPRESS WARRANTIES, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD-PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY IS LIABLE IN ANY WAY FOR THE SUCCESS OR FAILURE OF ANY BUSINESS RELATIONSHIP ESTABLISHED DURING THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SBS PURSUANT TO THIS AGREEMENT AND ANY APPLICABLE IO IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

 

​10. Notices.
Any notice, consent, approval or other communication under any provision of this Agreement must be in writing to be effective, and is effective when delivered by any means, including fax transmission or e-mail, to the following respective addresses: 
if to Evolv: contact@evolvmgmt.com or 1525 N Alvarado St, #26070, Los Angeles, CA, 90026, USA
if to Creator: The provided address which was entered upon application in the application form.
Either Party may change its address information by giving notice to the other Party in the above manner. 

 

​11. Dispute Resolution.
If a dispute arises under this Agreement, the Parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in Los Angeles, CA. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by the Parties. If it proves impossible to arrive at a mutually satisfactory solution through mediation, the Parties agree to submit the dispute to a mutually agreed-upon arbitrator in Los Angeles, CA. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator. 

 
​12. Indemnification.

Creator agrees to defend, indemnify and forever hold harmless Evolv, its parent and all of its or their subsidiaries and affiliates, and each of their respective officers, directors, agents, employees, representatives, assigns and successors-in-interest from and against any and all claims (whether actual or threatened and whether justified or not), liabilities, penalties, losses, costs, damages, demands, actions, causes of action, suits, proceedings, judgments and expenses including, without limitation, amounts paid in settlement, attorneys’ fees, court costs and other legal expenses arising out of, connected with, or otherwise related, to this Agreement.

 
​13. Severability.

Any provisions of this Agreement which are prohibited or unenforceable in a particular jurisdiction are, as to such jurisdiction, considered ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction is to not invalidate or render unenforceable such provision in any other jurisdiction.

​14. Assignment.

Neither this Agreement nor any of the duties or obligations hereunder may be assigned by either Party without the prior written consent of the other Party. Any attempted assignment in violation of this provision is considered null and void. This Agreement is to be binding upon and inure to the benefit of the Parties and their permitted heirs, successors, executors, and permitted assigns.

 

​15. Governing Law.
This Agreement and obligations shall be governed and interpreted in accordance with the law of the United States of America and the law of the State of California.

 
​16. Entire Agreement.

This Agreement constitutes the complete and exclusive statement of agreement between the Parties with respect to the subject matter herein and replaces and supersedes any and all prior written and oral agreements between the Parties. All modifications and amendments to this Agreement are to be in writing and signed by both Parties.