Creator Terms of Use

The Creator Brief, together with these Creator Terms and Conditions, constitutes our entire agreement related to the Campaign (collectively, the “Agreement”). Creator and Linqia may each be referred to herein individually as a (“Party”) and together as the (“Parties”). 

1. Duration, Termination and Survival. The Term of the Agreement will begin on the Effective Date (date the campaign is accepted in the Linqia platform) and expire upon Creator’s satisfactory completion of all obligations set forth in the Creator Brief (the agreement setting forth the Creator’s obligation(s) for each campaign). Linqia has the right to immediately terminate the Agreement at any time upon written notice to Creator (email to suffice). In the event Linqia terminates the Agreement without cause, Creator will be paid a pro-rata portion of the Fee (amount owed creator for services rendered) for the commercial value to Advertiser for any posts satisfactorily published prior to the date of termination.

Without limiting any of Linqia’s other rights or remedies, Linqia shall have the right to immediately terminate the Agreement for Cause at any time upon written notice to Creator (email to suffice). As used herein, the term Cause” means Creator’s breach of Sections 6 (Laws and Disclosures), 7 (Representations and Warranties), 10 (Confidentiality), and/or 11 (Non-Disparagement); the failure or refusal by Creator to perform its obligations hereunder including, but not limited to, failure or refusal to incorporate all feedback as required under the Creator Brief; the commission by Creator of any act of fraud, dishonesty or willful misconduct in connection with the Campaign, the Agreement, Linqia, Advertiser and/or each of their related parties; Creator’s negligence or willful misconduct in the performance of Creator’s duties under the Agreement; and/or any change in Creator’s persona that materially impacts the look and feel of the Campaign in Linqia’s sole reasonable discretion. In the event Linqia terminates with cause, Creator will not be paid. 

Creator may terminate the Agreement as a result of an uncured material breach by Linqia. No termination for Linqia’s uncured material breach will be effective unless: a) Creator provides Linqia with written notice of the alleged breach and its intent to terminate; and b) Linqia does not cure the material breach within fifteen (15) business days of the notice from Creator. Sections 3 (Ownership and Use of Content), 6 (Laws and Disclosures), 7 (Representations and Warranties), 8 (Indemnification), 10 (Confidentiality), 11 (Non-Disparagement), 12 (Limitation of Liability), 13 (Governing Law and Injunctive Relief) and 14 (Miscellaneous), along with any terms which by their nature should survive the earlier expiration or termination of the Agreement shall survive such expiration or termination.

2. Creator Delays. Time is of the essence with regard to Creator’s performance under the Creator Brief.  In the event that Creator fails to provide the Creator Content for review and approval in accordance with the timing requirements set forth in the Creator Brief, or SOW, shall constitute a material breach of the Agreement.  

3. Creator Services. Creator agrees to render the services specified in the Creator Brief, including without limitation, producing and/or appearing in the Creator Content. Creator will perform the services in a diligent, timely, and professional manner, complying with all terms and conditions in the Agreement. Creator will submit Creator Content that does not violate any third party rights or feature any brand, logo or other third-party intellectual property other than Advertiser, and Creator will not monetize the Creator Content in any way (other than Creator’s receipt of the Fee). To the extent not specified in the Creator Brief, Creator will render her or his services hereunder at times and places as will be designated by Linqia in its good-faith discretion and otherwise in accordance with Linqia’s instructions. Creator acknowledges that publication of the Creator Content will be subject to Linqia’s and Advertiser’s prior written approval and Creator agrees to not publish any Creator Content related to the Campaign without Linqia’s prior written approval. 

Linqia reserves the right to refuse participation in a campaign at its sole discretion. Neither Linqia nor Advertiser will be under any obligation to cause or allow the Creator Content to be published, promoted or used in any way. Linqia or Advertiser may fully reject any Creator Content [that does not comply with the Creator Brief], whether in whole or in part, and the only obligation of Linqia to Creator following any such final rejection will be payment to Creator of a pro-rata portion of the Fee based on the commercial value to Advertiser for any posts satisfactorily published prior to the date of termination. Additionally, Linqia reserves the right to reduce payment for these services up to and including 100% of the amounts otherwise due if Linqia determines in good faith, using its own proprietary technology and/or that of its data partners, that there are any clicks, likes, views, follows or other engagement purchased at any time during the Campaign (whether directly or indirectly by Creator or Creator’s representatives). Creator shall remove or otherwise take down Creator Content at any time if requested by Linqia or Advertiser. Creator further agrees to leave Creator Content posted for a minimum of 9 months following the Organic Posting Window. Creator shall not hide “likes” on posts for a period of 90 days following the posting date. 

4. Ownership and Use of Content. All content generated by Creator during the execution of a campaign (herein defined as “Creator Content”) shall be owned exclusively by Linqia. Creator hereby acknowledges and agrees that Linqia shall be the sole owner of all right title and interest in and to any and all Creator Content. Creator hereby assigns and transfers to Linqia all present and future worldwide right, title and interest in and to the Creator Content created, prepared, produced and/or distributed pursuant to a Campaign and this. Creator may not use, reproduce, repurpose or in any way exploit the Creator Content for any purpose other than in furtherance of Creator’s obligations under the Agreement. Creator must immediately remove from publication any and all Creator Content that Linqia or Advertiser may request for any reason.

5. Creator Name and Likeness. Creator hereby grants Advertiser and Linqia the right to use Creator’s name, actual or simulated voice, persona, appearance, signature, photograph, portrayal, characteristics, biographical material, image, and/or simulated likeness (including, without limitation, all related assumed or fictitious names previously and/or hereafter used) (collectively, “Likeness”), in connection with the use, exploitation, publicity and promotion of the Creator Content as provided for in the Agreement and/or as otherwise in connection with the Campaign. Additionally, Advertiser and Linqia shall have the perpetual, irrevocable, worldwide and nonexclusive right to use the Creator Content and Creator’s Likeness as embodied in the Creator Content for non-public corporate, archival, historical, or other internal purposes, as well as for presentations, industry awards, and publicity related thereto. Creator hereby waives any so-called moral rights or “droits moral” Creator may have in Creator’s Likeness.

6. Laws and Disclosures. Creator must adhere to all applicable laws, rules and regulations relating to the performance of Creator’s obligations under the Agreement and the creation and use of the Creator Content, including without limitation, all copyright, trademark and privacy laws (all of the foregoing, collectively, the “Laws”). Additionally, Creator is required at all times to: a) adhere to all applicable rules and regulations relating to disclosure of Creator’s relationship with the Advertiser, including, at a minimum, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and any other disclosure obligations specified in the Creator Brief; b) immediately adhere to all reasonable instructions from Linqia related to disclosures, captions and/or the Creator Content; and c) be truthful and accurate in all public statements regarding the Advertiser.

Linqia may require background checks (criminal, driving, credit) in order to verify and confirm a Creator’s qualification to perform services on a campaign based upon such campaign’s requirements and obligations. Linqia at its sole discretion will determine successful acceptance of these checks.

7. Representations and Warranties. Creator represents and warrants that: a) she or he has the right to undertake the obligations and grant the rights in the Agreement, free and clear of any lien, encumbrance, claim or the need to obtain consent from or make payment to any third party; b) the Agreement does not conflict with any other agreement or with any competing or conflicting rights of a third party; c) she or he will render services hereunder in accordance with industry standards and practices and will at all times comply with the Laws and the Rules; d) no Creator Content or other materials delivered or otherwise furnished by Creator hereunder, including without limitation, each name or sobriquet used by Creator, all graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts, and all other dramatic, artistic, literary, and musical materials, ideas and other intellectual properties furnished or selected by Creator or any third party engaged by Creator, and contained in or used in connection with the Creator Content or the distribution, advertising, publicizing or other use or exploitation thereof, will infringe the rights of any third party; e) no Creator Content or materials created or furnished by Creator hereunder will be libelous, slanderous, false or misleading in any way; f) she or he shall be solely responsible for and shall timely pay any and all taxes payable in connection with any and all sums payable to Creator or on their behalf hereunder; g) she or he shall not engage any third party to render services in connection with the Creator Content without Linqia’s prior written consent, and in the event that any third party does render services in connection with the Creator Content, Creator shall be solely responsible for any and all sums payable to such third party and for securing any and all consents, releases and/or approvals required for Linqia and Advertiser to share the Creator Content as contemplated in the Agreement; h) that, in the event the Campaign publishes to X, Creator will not use or withdraw any amounts deposited by Linqia in a X funding source within Creator’s handle and will keep any information related to such funds confidential in accord with Section 10, below.; and i) Creator has not committed and shall not commit within 180 days of the Organic Posting Window, any criminal offense, act or public post involving moral turpitude, or become involved in any situation or occurrence tending to bring Creator or Advertiser into public disrepute or contempt or scandal or ridicule.

8. Indemnification. Creator agrees to indemnify and hold harmless Linqia, its clients, affiliates, subsidiaries, shareholders, officers, directors, agents, contractors, representatives and employees from and against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys’ fees) and expenses (collectively, “Losses”) arising from or in connection with: a) Creator’s performance or non-performance of its obligations hereunder; b) any breach or alleged breach by Creator of any of its representations and warranties; c) Creator’s negligence or willful misconduct; and d) any obligations imposed by law on Linqia or Advertiser to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with any payments made to Creator hereunder. For the sake of clarity, Linqia shall have sole control over the defense and resolution of any claim made against it and Creator will not engage in the discussion, negotiation, prosecution or settlement of any such claim without the prior written consent of Linqia. Linqia agrees to indemnify and hold harmless Creator from and against any Losses arising from or in connection with: x) any uncured, material breach of its representations and warranties; and y) its gross negligence or willful misconduct. The indemnified Party shall promptly notify the indemnifying Party of any claim covered in this section it becomes aware of.

9. Payment. Linqia will pay Creators Fees due for authorized participation in a Campaign within sixty (60) days following the later of the successful completion of the Organic Posting Window (defined as the time period in which Creator Content is posted to assigned social platforms as defined in the Creator Brief) or completion of all assigned deliverables including adherence to competitive exclusivity. Creator will look solely to Linqia for all Fees owed to such Creator. In addition, Creator acknowledges that they are: (i) an independent contractor and not an employee of Linqia or Advertiser; (ii) responsible for the payment of all federal, state and local taxes on your business and payments received from Linqia; (iii) responsible for any reporting requirements imposed by the federal, state or local government.

In the event that Creator does not complete its obligations under the Agreement or Creator has removed any Creator Content prior to the end of the of the Organic Posting Window, the Fee will be reduced to reflect the commercial value to Advertiser for any posts satisfactorily published. No payments will be made until Linqia or its third party payment processor is in receipt of all required tax documents (i.e., W-9 matching the payment information). The obligations under this Section 9 are the full and complete payment obligations to Creator for its services under the Agreement. Any questions regarding payment should be directed to help@linqia.com.

10. Confidentiality. Neither Party will use the other Party’s Confidential Information (as defined below) at any time other than as expressly provided in the Agreement, and each receiving Party will: a) hold the Confidential Information of the other in strict confidence, b) not disclose such information to any third parties or use any such information for any purposes whatsoever other than its fulfillment of its obligations under the Agreement, and c) employ all reasonable steps to protect the disclosing Party’s Confidential Information from unauthorized or inadvertent disclosure, including at a minimum those steps that it takes to protect its own proprietary information. Any and all confidential and/or proprietary knowledge, data, or information related to Linqia or to Advertiser including, without limitation, research, idea submissions, product concepts or other information regarding either party’s plans or services, including about other creators, products, agents, customer lists and customers, software, processes, technology, designs, plans, drawings, marketing, finances, the terms of the Agreement and any other business discussions, negotiations or agreements between the Parties will be considered “Confidential Information”. Additionally, the Fee will be considered the Confidential Information of both Parties and Creator’s personal information will be considered Confidential Information of Creator. Confidential Information does not include information that: (i) was in the public domain at the time it was communicated; (ii) entered the public domain through no fault of either Party; (iii) is generally known in the trade or industry and was not gained by breach of this Section 9; or (iv) was developed by either Party independently of and without reference to any Confidential Information communicated by the other Party. The receiving Party may disclose the other Party’s Confidential Information only to its employees and/or representatives having a need to know and only to the extent necessary to enable the Parties to adequately perform their respective responsibilities to each other and the receiving Party shall be responsible for the individual compliance with and any breach of the terms hereof by all such persons. No copies of any Confidential Information may be made by a receiving Party except as necessary to perform its obligations pursuant to this Agreement. Notwithstanding the foregoing, it is agreed that neither Party shall be in breach of this Section 9 with respect to any disclosure of the other Party’s Confidential Information necessarily made, in the opinion of such Party’s counsel, in order to comply with any applicable laws, rules, regulations, and regulatory guidelines, investigation, procedure or mandate (to the extent so required), or which is undertaken to enforce its rights or defend any claim made which is dependent upon the use or disclosure of Confidential Information.

11. Non-Disparagement. Creator agrees that during the Term and for no less than one (1) year following the Term, Creator will not (i) make any statement that is reasonably seen by Linqia or Advertiser as publicly critical or disparaging of Linqia, Advertiser, or either of their parents, subsidiaries, affiliates, advertisers, directors, officers, employees, agents, representatives, sponsors or brands (collectively “Related Parties”); and/or (ii) commit any act which brings Linqia, Advertiser or their Related Parties into public disrepute, contempt, scandal or ridicule, or which insults or offends the general community to which Advertisers advertising materials are directed, or which materially harms Linqia, Advertiser, or their Related Parties and/or any of their products or services.

12. Limitation of Liability. EXCEPT FOR A BREACH OF CREATOR’S OBLIGATIONS ARISING UNDER SECTION 8 (“INDEMNIFICATION) SECTION 10 (“CONFIDENTIALITY”) OR SECTION 11 (“NON-DISPARAGEMENT”), IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, GOODWILL OR REPUTATION. 

13. Governing Law and Injunctive Relief. The Agreement and its validity, interpretation, and legal effect will be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State of California without regard to any conflict of laws principles. Creator acknowledges and agrees that there can be no adequate remedy at law for a breach or threatened breach of Sections 10 (Confidentiality) and/or 11 (Non-Disparagement) of the Agreement, and such breach will result in irreparable harm to Linqia and/or Advertiser. Linqia shall therefore be entitled to seek injunctive and other equitable relief in a court of competent jurisdiction sitting in San Francisco County, California, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding. Without limiting the foregoing, the Parties agree to submit any dispute, other than for breach of Sections 10 (Confidentiality) and/or 11 (Non-Disparagement), over the interpretation or application of the terms and conditions of the Agreement to binding arbitration under the rules and procedures of JAMS, to be held in San Francisco County, California. The cost of such arbitration shall be shared equally by the Parties; however, the prevailing Party’s attorney’s fees may be included in any award by the arbitrator. The arbitrator’s decision will be final and the arbitrator will have no power to add to, subtract from, or modify the Agreement.

14. Miscellaneous. a) The Parties acknowledge and understand that as between Creator on one hand and Linqia and Advertiser on the other, that Creator is acting in all respects as an independent contractor. Execution of the Agreement will not create nor be construed to create an employee/employer, joint venture or any other relationship between Creator and Linqia or Creator and Advertiser; b) Creator may not assign the Agreement in whole or in part to any third party without Linqia’s prior written consent and any purported assignment made without such consent will be void ab initio; c) all of the terms, provisions and conditions of the Agreement will be binding upon and inure to the benefit of the Parties hereto and all successors to such Parties’ respective interests; d) any waiver, express or implied, by either Party of any breach of the Agreement by the other Party will not waive any subsequent breach by such Party of the same or a different kind; e) if any provision of the Agreement is held to be invalid or inoperative to any extent, it is agreed and understood that the invalidity will not invalidate the whole Agreement, but the Agreement will be construed so as not to contain the provision considered invalid or inoperative; f) the Agreement contains the entire understanding of the Parties relating to the subject matter, superseding any prior or contemporaneous negotiations, discussions or agreements, and cannot be changed, except by a writing signed by authorized representatives of the Parties; g) the Parties intend the Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted; and h) all notices, requests and other communications to Linqia under the Agreement will be in writing and shall be deemed effective on the business day received by Linqia.

CREATOR TERMS OF USE DATED November 3, 2023

For Creator Terms of Use executed prior to November 3, 2023 contact info@linqia.com