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These Brand Terms and Conditions (the “Brand 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 Brand and are incorporated by reference into the Terms and Conditions agreement (the “Agreement”).  For clarity, the Agreement and Brand 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 “Brand”.

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

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

 

WHEREAS, Brand endeavors to have an influencer or creator promote their products or services.

 

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 Brand is utilizing Evolv’s influencer sourcing services. Evolv is to connect Brand with a creator for the purpose of promoting the Brand’s product(s) or service(s) upon the terms and conditions set forth herein. 

 

2. Compensation.
As full consideration for Evolv’s services under this Agreement, Brand shall compensate Evolv according to the terms specified in Schedule A. Brands shall pay a monthly fee to Evolv. The monthly fee is determined by the Brand’s selected package. If a campaign is complex, as reasonably determined solely by Evolv, Evolv may request an additional fee. The Brand shall pay the monthly fee in full on a month-to-month basis as a subscription. Evolv shall not issue any refunds of the monthly fee.

 
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. Content.

Evolv shall provide the Brand with a content brief detailing the exact specifications of the creator’s partnered content. Thereafter, the creator will be directed to follow the content brief in the creation of partnered content. The Brand shall then review and approve the partner content in writing prior to creator publishing the partnered content. The Brand shall provide their approval in a reasonable period of time Brand is entitled to request, and creator shall grant, two (2) round of edits, during which Talent shall make any reasonable changes and adjustments to the partnered content to conform it to the content brief.

 
5. Timing Requirements.

Creator is directed to post the partnered content no later than fourteen (14) days following the date the Creator accepts the collaboration. The creator is further directed to refrain from removing any partnered content for at least seven (7) days following the date the partnered content is posted. If the partnered content is posted as an Instagram Story, the post must remain live for a full twenty-four (24) hours. After publishing any partnered content, the creator is directed 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. If a creator accepts a partnership with the Brand, the Brand shall provide any and all gifted items in a timely manner to Evolv. Evolv is not responsible for late shipments and billing will not be adjusted due to Brand’s late shipments. Brands are expected to be respectful of Evolv and creator’s time.

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6. Rights.

The Brand retains 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 the Brand a non-exclusive, non-transferable, royalty free license to use partnered content on social media and on their website. The Brand shall not use partnered content, nor the creator’s name and likeness, for any commercial or non-commercial use other than on the Brand’s social media and website.

 

​7. Representations and Warranties.

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. 

 

​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, at the time of this Agreement’s termination, there are any outstanding financial obligations owed by the Brand to Evolv, Brand shall pay all such obligations within forty-five (45) days of receipt of the termination notice.

 

​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: 

(a) if to Evolv: contact@evolvmgmt.com or 1525 N Alvarado St, #26070, Los Angeles, CA, 90026, USA

(b) if to Brand: 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.

Brand 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.