Effective date: Mar 25, 2022
These terms and conditions together with the Letter of Engagement will form a binding contract between the Locals and Ambassador (the “Agreement”).
The Agreement shall not be varied unless agreed in writing and signed by the parties. The Terms and Conditions shall supersede any conflicting provision in the Letter of Engagement. Defined terms set out in the Letter of Engagement shall take the same meaning in these Terms and Conditions unless otherwise indicated.
1.1. Locals hereby engages Ambassador for the promoting Locals.org as specified in the Letter of Engagement. The specific details and requirements of the promotion are outlined in the Letter of Engagement. Locals hereby appoints Ambassador as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.
2.1. Ambassador shall be compensated pursuant to the terms set forth on the Letter of Engagement.
2.2. In addition to the foregoing, Locals shall pay Ambassador’s actual out-of-pocket expenses, reasonably incurred in furtherance of its performance under this Agreement, provided that such expenses are pre-approved in writing by Locals. Ambassador agrees to provide Locals with access to such receipts, ledgers, and other records as may be reasonably appropriate for Locals or its accountants to verify the amount and nature of any such expenses.
3. Term and termination
3.1. Term. The Agreement shall become effective on the Effective Date and remains valid for 1 (one) year. The Agreement is automatically renewed for successive 1 (one) year periods, unless a Party gives a written notice (including e-mail) to the other Party of its intent not to renew the Agreement at least 1 (one) month prior to the expiration of a then-current term.
3.2. Termination Notice. Either party may terminate this Agreement at any time by giving fifteen (15) days written notice to the other party.
3.3. Termination upon Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately upon receipt of the notice, or five (5) days from the mailing of the notice, whichever occurs first. For the purposes of this section, material breach of this Agreement shall include but not be limited to the following: (a) nonpayment by Locals of undisputed invoices after twenty (20) days written demand for payment; (b) failure of Ambassador to perform the Services in a commercially reasonable manner and/or within a commercially reasonable time; and (c) bankruptcy or insolvency of either party.
4.1. As used herein, the term “Confidential Information” shall mean any and all information, regardless of whether kept in a document, in an electronic storage medium, or in Ambassador’s memory, and includes but is not limited to all data, compilations, programs, devices, strategies, concepts, ideas, and methods concerning or related to:
4.1.1. Locals’s financial condition, results of operations, and amounts of compensation paid to officers and employees;
4.1.2. Marketing and sales programs of Locals, the terms and conditions of sales and offers of sales of products or services by Locals, and strategic plans;
4.1.3. The terms, conditions, and current status of Locals’s agreements and relationships with any customers, suppliers, or other entities;
4.1.4. The identities and business preferences of Locals’s actual and prospective customers and suppliers or any employee or agent thereof with whom Locals communicates, along with Locals’s practices and procedures for identifying prospective customers;
4.1.5. The names and identities of any and all of Locals’s customers, including any and all customer lists or similar compilations;
4.1.6. The know-how, manufacturing processes and techniques, regulatory approval strategies, computer programs, data, schematics, design work, formulas, compositions, service techniques and protocols, new and existing product designs and specifications, any modifications to such product designs and specifications, and any other skills or ideas developed, accumulated, or acquired by Locals;
4.1.7. Personnel information, including the productivity and profitability (or lack thereof) of Locals’s employees, agents, or independent contractors;
4.1.8. Any communications between Locals or its officers, directors, shareholders, or employees and any attorney retained by Locals for any purpose or any person retained or employed by such attorney for the purpose of assisting such attorney in his or her representation of Locals; and
4.1.9. The cost or overhead associated with the goods and services provided by Locals, along with Locals’s pricing structure for its goods or services, including its margins, discounts, volume purchases, markups, or incentives.
4.2. As used herein, “Trade Secrets” includes certain Confidential Information and means, without limitation, information, including a formula, pattern, compilation, program, device, method, technique, or process that (a) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
4.3. Ambassador acknowledges and agrees that Locals is engaged in the development of certain technological products, and has expended, or will expend, significant sums of money and has invested, or will invest, a substantial amount of time to develop and use, and maintain the secrecy of the Confidential Information and Trade Secrets. Locals has thus obtained, or will obtain, a valuable economic asset that has enabled, or will enable, it to develop an extensive reputation and to establish long-term business relationships with its suppliers, customers, and vendors. If such Confidential Information or Trade Secrets were disclosed to another person or entity or used for the benefit of anyone other than Locals, Locals would suffer irreparable harm, loss, and damage. Accordingly, Ambassador acknowledges and agrees that:
4.3.1. The Confidential Information and Trade Secrets are, and at all times hereafter shall remain, the sole property of Locals;
4.3.2. Ambassador shall use Ambassador’s best efforts and utmost diligence to guard and protect Confidential Information and Trade Secrets from any unauthorized disclosure to any competitor, supplier, vendor, or customer of Locals or any other person, firm, corporation, or other entity;
4.3.3. Unless Locals gives Ambassador prior express written permission, during Ambassador’s consultancy and thereafter, Ambassador shall not use for Ambassador’s own benefit or use for or disclose to any competitor, supplier, or customer, or any other person, firm, corporation, or other entity, the Confidential Information or Trade Secrets as set forth herein;
4.3.4. Except in the ordinary course of Locals’s business for Locals, Ambassador shall not seek or accept any Confidential Information or Trade Secrets from any former, present, or future employee of Locals;
4.3.5. On demand, Ambassador shall immediately return to Locals all documentary or tangible Confidential Information and Trade Secrets in Ambassador’s possession, custody, or control and shall sign an affidavit under penalty of perjury that Ambassador has not made or kept any copies, notes, abstracts, summaries, tapes, or other record of any type of Confidential Information or Trade Secrets;
4.3.6. On demand, Ambassador shall further immediately return to Locals any and all other Locals property in Ambassador’s possession, custody, or control, including, without limitation, keys, security cards, passes, phones, laptop computers, PDAs, credit cards, and marketing literature.
4.3.7. During Ambassador’s consultancy, Ambassador shall not disclose or use for Locals’s behalf any Trade Secrets or confidential information of any former employer or agent, and shall make no effort to reverse engineer or derive independently any information that is or could be a Trade Secret or confidential information of any former employer or agent. Ambassador further represents and warrants that Ambassador has provided to Locals copies of all nondisclosure, confidentiality and intellectual property assignment agreements that may bind Ambassador.
4.3.8. Following Ambassador’s termination for any reason, Ambassador shall not directly or indirectly attempt to reconstruct any Trade Secret or Confidential Information of Locals through the use of Locals’s records or Ambassador’s memory.
4.3.9. After the termination of Ambassador’s consultancy for any reason, Ambassador shall not directly or indirectly solicit the actual or potential customers of Locals, because the identities of such actual or potential customers has been compiled over time by Locals and Locals takes reasonable measures to protect such information and considers information regarding its actual or potential customers to be a “trade secret”.
4.4. This Section 4 shall survive any termination of this Agreement.
5. Intellectual property
5.1. Intellectual Property. Intellectual Property Rights includes any and all technology, software formulae, algorithms, procedures, processes, methods, techniques, systems, ideas, patents, inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, copyrights, database rights, domain names, website addresses, trademarks, rights in trade dress, publicity rights and rights of privacy, discoveries, and improvements (whether protectable or not), technical, engineering, manufacturing, product, marketing, servicing, financial, supplier, personnel, and other information, research, and materials, specifications, designs, models, devices, prototypes, schematics, manuals and development tools, content, and other works of authorship, tangible embodiments of any of the foregoing, in any form or media, any and all related material and other proprietary rights, both as individual items and/or combination of components (“Intellectual Property”).
5.2. Disclosure Obligation. Ambassador agrees to disclose in writing promptly to Locals any and all Intellectual Property, whether or not patentable and whether or not reduced to practice, conceived, or developed by Ambassador during his or her engagement with Locals, either alone or jointly with others, that relate to or result from the actual or anticipated business, work, research, investigations, products, or services of Locals, or that result to any extent from use of Locals’s premises or property. Ambassador specifically acknowledges that Ambassador was hired to invent any Intellectual Property.
5.3. Ownership. Ambassador acknowledges and agrees that Locals is the sole owner of any and all Intellectual Property, conceived, or developed by Ambassador during his or her engagement with Locals, including, but not limited to, the right to use, sell, license, or otherwise transfer or exploit the Intellectual Property and the right to make such changes in them and the uses thereof as Locals may from time to time determine.
5.4. Ambassador shall grant and hereby grants and assigns to Locals, without further consideration, Ambassador's entire right, title, and interest (throughout world), free and clear of all liens and encumbrances, in and to all Intellectual Property, conceived, or developed by Ambassador, including but not limited to content generated by Ambassador as part of the Services, any photograph/video of Ambassador, including produced by Ambassador, or taken for Locals promotion campaign in publications or other media material produced, used, or contracted by Locals during his or her engagement with Locals, which shall be and hereby are the sole property of Locals, whether or not patentable, to the fullest extent possible by law.
5.5. Ambassador hereby acknowledges and agrees that all writings and other works that may be copyrighted (including computer programs) and that are related to the present, planned, or reasonably anticipated business of Locals and are prepared by Ambassador during his or her engagement with Locals shall be, to the extent permitted by law, deemed to be works for hire, with the copyright automatically vesting in Locals. To the extent that such writings and works are not works for hire, Ambassador hereby waives any and all “moral rights” in such writings and works and agrees to assign, and hereby does assign, to Locals all of Ambassador’s right, title, and interest, including copyright, in such writings and works.
5.6. Ambassador further agrees to reasonably cooperate with Locals, both during and after engagement, in obtaining and enforcing patents, copyrights, trademarks, and other protections of Locals’s rights in and to all such Intellectual Property conceived, or developed by Ambassador during his or her engagement with Locals. Ambassador shall execute any and all papers and documents required to vest title in Locals or its nominee in any such inventions, writings, other works, patents, trademarks, copyrights, applications, and interests.
6.1. Locals grants to Ambassador a temporary license to use the Locals brand and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the guidelines and only to achieve the promotional purpose as described in the Letter of Engagement.
6.2. Ambassador grants to Locals and its affiliates a limited, worldwide, non-exclusive, royalty free, right and license to use Ambassador's name, nickname, username, image, voice, silhouette, likeness, any photograph/video of Ambassador, statements, endorsement and appearance and any other part of Ambassador 's personality, as well as any biographical information relating to Ambassador in accordance with this Agreement or as embedded in the promotional materials and any photograph/video of Ambassador taken at any experience, organized in mobile application Locals.org (“Experience”) for Locals promotion campaign in publications or other media material produced, used, or contracted by Locals, during the term of this Agreement and for a period of twelve (12) months thereafter.
7. Material disclosures and compliance with ftc guidelines
7.1. When publishing posts/statuses about Locals products or services, Ambassador must clearly disclose his/her “material connection” with Locals, including the fact that Ambassador was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Ambassador makes about Locals or its products or services. Please note that this disclosure is required regardless of any space limitations of the social medium, where the disclosure can be made via Hashtags, e.g. #sponsored. Ambassador’s statements should always reflect Ambassador’s honest and truthful opinions and actual experiences. Ambassador should only make factual statements about Locals or Locals’s products which Ambassador knows for certain are true and can be verified.
8. Force majeure
8.1. A Party is not liable for failure to perform under this Agreement if the defaulting Party proves that such failure was caused by circumstances, which could not be controlled and reasonably foreseen by either of the parties during the time of formation of the Agreement and it was impossible to prevent such circumstances and their results (force majeure). The Party excused from the performance due to force majeure circumstances should notify the other Party in writing within three business days after force majeure circumstances arose. If such circumstances last longer than one month, either Party has the right to notify the other Party of termination of the Agreement.
9. Independent contractors
9.1. Both the Locals and the Ambassador agree that the relationship of the Locals and the Ambassador established by this Agreement is that of independent contractors and, except as otherwise specifically provided herein, nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other, constitute the Parties as partners, joint venturers, franchisor-franchisee, co-owners, legal representation, permanent residence (corporate or tax) or otherwise as participants in a joint or common undertaking, allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever or create an employment relationship.
9.2. Taxes. Ambassador will be solely responsible for complying with the collection, payment, and reporting of all applicable taxes, including but not limited to duties, value-added taxes, and taxes as required by international tax treaties, in connection with these Terms. If a certificate of exemption or similar document or proceeding is to be made in order to exempt the Ambassador or the transaction from value-added, sales, or use tax liability, the Ambassador will obtain and provide the Locals with such certificate, document, or proceeding. Notwithstanding the foregoing, Locals shall make such deduction or withholding as required in accordance with applicable law and the total of any amount so deducted or withheld and the remainder remitted to the Ambassador will be deemed to be payment in full.
10. Nonsolicitation of employees
10.1. Ambassador acknowledges and agrees that the business of Locals is highly competitive, that Locals invests substantial resources in locating, hiring, and training employees, and that the loss of employees to a competitor would cause immediate, immeasurable, and irreparable harm, loss, and damage to Locals not adequately compensable by a monetary award. Accordingly, during the term of Ambassador’s engagement with Locals and for a period of 1 year from the date when Ambassador’s engagement with Locals ceases, Ambassador agrees not to directly or indirectly solicit any employee or agent of Locals to disengage employment or retention with Locals.
11. Limitation of liability
11.1. Neither Party shall be liable to the other for any indirect, special, or consequential damages arising out of this Contract.
12.1. Ambassador shall indemnify, defend, and hold harmless Locals, its officers, directors, agents and employees, from and against any and all losses, claims, demands, suits, actions, proceedings and expenses (including reasonable attorney fees), including without limitation all acts of negligence, infringement and malfeasance, directly or indirectly arising out of or resulting from (a) any act or omission of Ambassador related to services performed for Locals under this Agreement; (b) any unauthorized use by Ambassador of Confidential Information; (c) any breach of any representation, warranty, or covenant of Ambassador contained in this Agreement, or otherwise made to Locals; or (d) any failure of Ambassador to perform any of the representations, warranties and agreements contained in this Agreement.
13. Final provisions
13.1. Assignment. The Party may not assign this Agreement to any person without the prior written consent of another Party.
13.2. Severability. If any provision or provisions of this Agreement is found to be unenforceable or contrary to law, the Parties undertake to modify it to the least extent necessary to make it enforceable, and the remaining portions of the Agreement will remain in full force and effect.
13.3. Amendments. All amendments of the terms of this Agreement must be in writing form, specified in Section 13.7. and signed by both Parties.
13.4. Headings. The section headings herein are for the reference purposes only and are not intended in any way to describe, interpret in any way to describe, interpret, define, or limit the extent or intent of this Agreement or of any part hereof.
13.5. Governing Law. This Agreement is governed in accordance with the Cyprus law. All the disputes shall be resolved by litigation in the courts of Cyprus.
13.6. Survival of Provisions. All provisions of this Agreement which by their nature must survive termination or expiration in order to achieve the purposes of this Agreement survive any termination or expiration of this Agreement.
13.7. Signatures. This Agreement is executed in the English language. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form; by facsimile transmission; or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document; or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the Parties and may be used in lieu of the original Agreement for all purposes. Signatures of the Parties transmitted by such electronic means shall be deemed to be their original signatures for all purposes. This Agreement may be signed in any number of counterparts with the same effect as if the signature to each were upon the same Agreement.