LIVE UNITE Talent Agreement

Effective immediately (the “Effective Date”) this Talent agreement (the “Agreement”) is made and entered into by and between

The Talent TALENT (FULL LEGAL NAME) AND ADDR, Tel.: TELEPHONE, Email: EMAIL ("The Talent") and
LIVE UNITE Live Unite, is powered by ITP Live which is a trading division of ITP Media Group FZ-LLC which is a Free Zone Limited Liability company incorporated in Dubai Media City under the laws of the Emirate of Dubai, U.A.E., and whose address is P.O. Box 500024, Dubai, U.A.E. ("Live Unite") and
COMPENSATION In consideration of the Talent's delivery of services in accordance with Bookings made under this Agreement, the Talent shall be compensated by receiving a fee calculated on the net value after deducting the production cost and any other costs including media agency fees of any Bookings completed, exclusive of sales taxes of 25 % ("Compensation").
PAYMENT The compensation shall be paid
        100% fourteen (14) days from the completion of the campaign and after the submission of report links.
        ("Completion of Campaign" is defined as "When the required deliverables as per the signed brief is completed by the talent".)
        ("Report Links" is defined as "the hyperlinks, stats & data received related to the campaign posts.)
Bank Details Beneficiary Name:                               
Beneficiary Bank Name:                           
Bank Address:                                     
Bank Account Number :                               
IBAN Number:                                       
SWIFT Code:

1)    Whereas Live Unite is professionally and continually engaged with various advertisers (the "Advertiser") who seek to promote their brands (the "Brand") in the Middle East region (the "Territory");
    Whereas Live Unite owns / operates multiple media properties and channels throughout the Territory including digital, events and print; which offer exposure opportunities to promote both influencers and brands;
    Whereas the Talent has a loyal social media audience in the Territory;
    Whereas the Talent wishes to raise their profile and wishes to develop the commercial aspects of their social media activities the parties have entered in to this Agreement.
    For the purpose of this Agreement the use of the word "Client" shall refer as the case may be to Live Unite, and / or the Advertiser and / or its affiliated companies and / or the Brand.

2)    APPOINTMENT: The Talent hereby appoints Live Unite on an exclusive basis to represent them to Advertisers, Clients and Brands, and to offer their services to promote the Brands through all social media platforms and to all social media communities in which the Talent has a presence.

3)    ACCEPTANCE: Live Unite hereby accepts appointment as the exclusive representative of the Talent to Clients and undertakes to manage and market the Talent’s commercial relationship with Advertisers.

4)     LIVE UNITE OBLIGATIONS: Live Unite shall
    a)    Prioritise the Talent ahead of other social media influencers when appropriate editorial opportunities arise.
    b)    When formulating judging panels, forum panels, speaker lists and other participants of Unite events if applicable to consider the Talent for inclusion.
    c)    Offer and market the Talent to Advertisers as a valuable and worthwhile method of promoting their Brands.
    d)    In liaison with the Talent, propose to Clients campaigns featuring the Talent, conduct business negotiations in respect of campaign briefs and ultimately, subject to acceptance by the Talent, contract paid campaign bookings ("Booking(s)").
    e)    Manage the delivery and fulfilment of Bookings, trafficking and reporting of campaign progress to Clients.
    f)    Manage order processing, invoicing, accounts receivable and other operations and back office support in respect of all Bookings.
    g)    Manage all campaign related communication and logistics.

5)    TALENT DELIVERY: Upon acceptance of a Booking by the Talent, the Talent agrees to in accordance with the Booking promote the Client and the Brand throughout social media communities and to serve as an example in raising the profile of the Brand. Subject to the specifics of
The Booking the Talent will play a public role by proudly and respectfully including the Brand identity in any and all communication and any other press material content in a clear and precise manner.
    During the duration of campaign delivery under any Booking, and for a period as specified upon the signed agreement in relation to the Influencer campaign, the Talent undertakes not to post about any other and / or competing brands.
    If the Client provides the Talent with any items pursuant to any Booking, the Talent undertakes to use best endeavours to keep the items in good condition and to return said items to the Client upon completion of the Booking. The Talent undertakes not to make any reference of any kind whatsoever, whether directly or indirectly, to the Compensation granted to the Talent under the Booking and to the existence of the Booking or this Agreement.
    The Talent agrees to refer any and all commercial inquires received directly from Clients and or Brands to Live Unite. The Talent undertakes to perform the services contracted under any Booking conscientiously and with reasonable care and skill.
    The Talent is fully aware of the cultural, traditional and religious customs of the Middle East region and shall respect those customs during the delivery of any Booking.
    The Talent agrees to not ‘buy’ any social media followers, likes or comments during the course of this contract with Live Unite.
    The Talent agrees to complete the campaign as per the contract signed during his/her relationship with Live Unite even after the contract with Live Unite is terminated.
    The Talent agrees and warrants that in the performance of this Agreement and any Bookings arising under the Agreement, the Talent will not discriminate or permit discrimination against any persons or group of persons on the grounds of race, religion, age, gender, colour, political affiliation, national or ethnic origin, or else.
    The Talent agrees to provide all reports related to the campaign link to be provided to Live Unite.
    The Talent to comply with all instruction that may be communicated to the Talent by Live Unite from time to time, including the Talent Guidelines in Annexure A.

6)    CONSENT POLICY: The Talent agrees that all Content used in delivery of Bookings will be original to the Talent and that no one else will have rights thereto, and / or that the Talent will have obtained all appropriate and necessary consents, permissions, licenses and releases from any individual that may be identified or identifiable in any Content or whose property may be included therein (which consents, releases, licenses and permissions shall cover any use thereof by the Brand as contemplated by the Booking).

7)    PRE-APPROVAL RIGHTS: Any Content to be utilised in the delivery of a Booking shall be subject to the Live Unite’s and the Client’s prior written approval before any publishing or broadcasting. The Client also has the right to request that the Talent edit, modify, remove, not post, or take down any Content, in whole or in part, for any reason, and the Talent shall promptly comply with any such request. During the continuance of this Agreement and for a period of 90 days thereafter the Talent undertakes not to make any derogatory comments about the Client or Brand.

8)    BRAND USAGE RIGHTS: The Talent hereby irrevocably authorises and grants to the Client the full rights to reference, link to, publish, display, use, transmit, edit, modify and otherwise use any Content (in whole or in part), on any Client website, on any Client Facebook page, on the Talent’s Instagram account, on any Client Instagram account, and / or in any other Client social media or other website, worldwide, irrevocably, without royalty obligations, and in perpetuity. The Talent agrees that the Talent shall have no claim to any further compensation arising out of such use. Furthermore, the Talent hereby grants to the Client the right to make use of the Talent’s name, picture, likeness, voice, identity, biographical information and / or other material concerning the Talent (including, without limitation photographic or video footage created by or on behalf of the Brand depicting the Talent’s participation in the campaign Booking) (collectively, "Client Content") on any Client Facebook page, on any Client Instagram account, and / or in any other Client social media or other website worldwide, and for public relations purposes. The Client grants to the Talent a non-exclusive, limited, non-transferrable right to use the Client Content and its intellectual property rights in connection with Bookings in any manner approved by the Client in writing or otherwise required to perform the services contemplated hereunder. Client Content and Client's intellectual property rights shall remain Client's sole property and the Talent shall not acquire any right, title, interest in or to the Client Content. The above-mentioned Brand Usage Rights must be mutually agreed upon by the Client as well as the Talent.

9)    CONTENT RULES: In the delivery of a campaign for a Client under a Booking, the Talent agrees that neither the Talent nor the Talent Content, in whole and in part, shall: (a) violate any applicable law; (b) impersonate any person or entity, or falsely state or represent an affiliation with a person or entity, including without limitation, anyone from the Client; (c) unless otherwise provided under this Agreement, represent the Talent’s self as a representative of the Client or as representing the opinions and thoughts of the Client; (d) violate any applicable website or other third-party terms of use or privacy policy; (e) be abusive, harmful, threatening, harassing, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful or otherwise objectionable; or (f) infringe any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any individual or entity. Other than as expressly provided or permitted by the Client, the Talent shall not use, embed or otherwise include or link to any other brand (or third party) trademarks, logos, branding or other proprietary material in the Talent Content.

By signing the Talent Agreement the Talent hereby gives consent to have their information provided to the National Media Council (hereafter known as "NMC") as per the UAE laws. For the avoidance of doubt, the requested information would include the Talent's photo, passport copy, national ID, phone number, address and any other information which may be requested by the NMC. The Talent further agrees to promptly supply any such information at the earliest when requested for by Live Unite

10)    INDEMNIFICATION: The Talent agrees to indemnify and hold Client, including for the avoidance of doubt Live Unite, the Advertiser and the Brand harmless from any and all claims, demands, suits, actions, courses of action, loss, damage, liability and reasonable attorneys' fees, and other costs and expenses incurred by the Client as the result of any breach by the Talent of any provision of this Agreement.

11)    TERM: This Agreement shall enter into force on the Effective Date and shall be for an initial term of one year. The Agreement shall automatically renew for successive one year periods unless within sixty days of the anniversary of the Effective Date one Party notifies the other by not less than thirty (30) days written notice of its decision to terminate this Agreement in which case it shall expire on the anniversary thereof without any further liability, compensation or indemnity of any kind to be due to either party hereunder.

12)    TERMINATION: The Client reserves the right to terminate this Agreement at any time, without any liability, compensation or indemnity of any kind to be due by the Client to the Talent. Any breach of any of the Talent obligations under this Agreement, shall result in an automatic cancellation of the Compensation without any liability on the Client. Upon expiry or termination of this Agreement for any reason whatsoever, the Talent shall immediately return to the Client and cease to use the Client Content and cease to represent the Talent as a representative of the Client in any media whatsoever. The Talent reserves the right to terminate this Agreement at any time by providing a thirty (30) day written notice.

13)    CONFIDENTIALITY: The Talent undertakes that the Talent shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the Client. The Talent undertakes not to use any Client's confidential information for any purpose other than to exercise the Talent rights and perform the Talent obligations under or in connection with Bookings performed under this Agreement.

14)    MISCELLANEOUS: This Agreement constitutes the entire agreement between the Talent and the Client. These terms and conditions may only be amended by a written document signed by the Talent and the Client. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions shall not be affected.

15)    CHOICE OF LAW: This Agreement shall be construed according to the laws of the Emirate of Dubai and the federal laws of the U.A.E. Any dispute arising out of or in connection with this Agreement will be resolved by the competent courts of the Emirate of Dubai, U.A.E.

 

Annexure A
The Talent Guidelines

Please abide by the following guidelines when you are performing services as a social media influencer ("Services") to a Brand. The Services will generally be detailed to you within an Agreement and may include the inclusion of content from you on the Brand's websites, your own website, third party websites and/or social media sites (such as your pages on Facebook, Twitter, Pinterest, Instagram, YouTube, Blogs, etc.). Services may also include making comments about the Brand and its products on third party review websites.'

1) DISCLOSE YOUR CONNECTION TO BRAND: You must always make your connection to the Brand clear to followers/subscribers.

2) GIVE YOUR HONEST AND TRUTHFUL OPINIONS:
   Your statements should always reflect your true and honest opinions and experiences. If your opinion is not a statement, but something the Brand asked you to say, this fact should be made clear to readers. If you have received an incentive to review the products of the brand, such as a review copy of a film or program, you are not obliged to write anything about the product, but if you do, we encourage you to be honest with your views, whatever they may be.

3) ONLY MAKE FACTUAL STATEMENTS THAT ARE TRUTHFUL AND CAN BE VERIFIED: Only make a factual statement about the feature or quality of a product you know is true and can be verified. This applies equally to both express and implicit messages. Be especially careful about any factual statement about the competitors of the brand and/or their competitors ' products / services, as Campaign Initiator does not support any false or misleading statement or comparison. If you make statements on the direct request of the Brand, that content may require legal review-you will be informed if so. Please contact Live Unite if you have any concerns.

4) DO NOT DISCLOSE ANY CONFIDENTIAL INFORMATION:
   If you have received information on the brand or its products or services that are not yet known to the general public, this information should not be included in your content until it becomes general public knowledge. Please contact Live Unite if you have any concerns, who will then assist you and if in doubt, you should always exercise caution.

5) RESPECT INTELLECTUAL PROPERTY RIGHTS: You must use intellectual property belonging to the Brand only by your contract or by express permission of the Brand. Do not alter or modify the intellectual property of Brand. Third party material should only be used with permission.

6) GET PERMISSION FOR PROMOTIONS OR DISCLAIM CAMPAIGN INITIATOR 'S AFFILIATION: If you are participating in a trade promotion (such as a contest or a giveaway) on the direct request of the Brand, please inform Live Unite before proceeding.

7) DO NOT SEND EMAIL MESSAGES ON CAMPAIGN INITIATOR’S BEHALF UNLESS EXPRESSLY REQUESTED: The Brand does not want you to send emails in its name unless expressly requested. The Brand encourages you to comply with all applicable laws to the extent that you send your own emails.

8) YOU ARE PERSONALLY RESPONSIBLE FOR YOUR ACTIONS:
   You personally are responsible for your actions concerning the provision of these services. In addition, the Brand shall hold you directly liable for any claims arising from your violation of the law or the rights of the Brand.

9) WE MAY ASK YOU TO REMOVE CONTENT:
   If the Brand, you have commercially engaged with, acting in full discretion, informs you that any of your contents are objectionable, you must immediately delete the content from all places where you have published it. Furthermore, you must also promptly remove any content if you receive a legitimate complaint that may violate any law or violate third party rights.
 
10) GUIDELINES FOR CONTENT
   The Middle East has specific content regulations. You should be aware of these rules. The following is a brief summary of some of the key rules:

No content that offends:

  • Islam
  • Public discipline and national order
  • Economic stability of a county
  • Children, women or any social group
  • No content that incites hatred or violence or sectarian dissension among the tribes and/or individuals of a country
  • No content that disrespects:
  • Monotheistic religions
  • The ruling regime in a country, including the heads of state, rulers, members of a royal family, and the symbols and political institutions thereof
  • Laws and policies of a country, both on a domestic level and in terms of the country's relations with other countries
  • A country's national identity
  • No obscene photos or words
  • No promotion of acts of sorcery or astrological predictions
  • No use or mention of a country’s flag, national emblem and anthem
  • No mention of alcoholic beverages or narcotic substances, either directly or indirectly
  • No mention of tobacco or smoking of any kind or method, nor any related goods and services
  • No images that are falsified or imitated
  • No false, misleading, exaggerated or intimidating claims
  • No content that leads to confusion or ambiguity with other products or activities or disrespects Campaign initiator's competitors
  • No content that is fraudulent or deceptive.