This Affiliate Agreement (this "Agreement"), beginning today, is entered into between yourself ("Affiliate") and Perpetual Shade Corp. ("Company"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Services: Affiliate will perform certain services in connection with Company and is currently contemplated to engage with the Company's social channels, including but not limited to Twitter, Facebook, Instagram, Youtube, Google+, Pinterest and SnapChat.
2. Compensation: In consideration for the full performance of Affiliate's services hereunder and the rights and releases granted herein, Company shall compensate Affiliate and Affiliate agrees to accept the compensation set forth above.
3. Ownership Rights: Affiliate acknowledges that the results and proceeds of the services provided hereunder, including without limitation all ideas, themes, materials, and designs developed, created and/or provided by Affiliate (the "Work") hereby constitutes a "work made for hire" as that term is defined in the U.S. Copyright Act of 1976, 17 U.S.C. §101 et seq. and is owned by Company, for all purposes worldwide in perpetuity. To the extent that any Work is deemed not to be a work made for hire, and without limiting the foregoing, Affiliate hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Company. For the sake of clarity, and without in any way limiting the foregoing, Company may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in social media), worldwide, in perpetuity, royalty-free and without restriction of any kind. Affiliate acknowledges the ownership and validity of Company's copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Affiliate.
4. Use of Likeness: Affiliate further grants to Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record Affiliate and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use Affiliate's image, likeness, signature, voice, photograph, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with Affiliate (collectively, "Likeness"), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in any manner and without restriction of any kind, worldwide, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Company and/or the Work, in all media now known or hereafter developed (including without limitation in social media).
5. No Right of Approval: Affiliate hereby irrevocably waives any and all right to inspect and/or approve Company's use of the Work and/or Affiliate's Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or Affiliate's Likeness.
6. Confidentiality: Affiliate will regard and retain as confidential and will not divulge to any third party, or use for any unauthorized purposes (including Affiliate's own benefit) either during or after Affiliate's engagement with Company, any proprietary, or confidential information or know-how that Affiliate has acquired during Affiliate's service or in consequence of Affiliate's service or contacts with Company without the written consent of an authorized representative of Company. Affiliateagrees to return to Company all such documentation and any other confidential information upon termination of Affiliate's engagement with Company.
7. Representations and Warranties: Affiliate represents and warrants that: (i) Affiliate has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (ii) Affiliate has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, the current FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising ("FTC Guides") and all related disclosure requirements; and, notwithstanding the termination provisions set forth herein, Company reserves the right to immediately terminate this Agreement if Affiliate fails to make social media or other disclosures in the manner set forth in the FTC Guides, which failure shall be deemed a material breach of the Agreement that is not capable of cure; (iii) the Work is original to Affiliate; (iv) the use of the Work and/or Affiliate's Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (v) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) Affiliate will perform the services in a timely, professional and workmanlike manner.
8. Independent Contractor: Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Affiliate shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of Company or to bind Company to any contract, agreement or undertaking with any third party.