Welcome to Mr & Mrs Smith’s influencer terms and conditions (“Terms & Conditions”). These Terms & Conditions, along with any Influencer Agreement or other agreement if no Influencer Agreement exists (collectively, “Agreement”) govern the relationship between you (“Influencer” as well as “you” and other similar terms) and us, under which you provide us certain influencer services as specifically outlined in the Agreement (“Services”). You will provide such Services in compliance with these Terms & Conditions.
PLEASE READ THE TERMS & CONDITIONS CAREFULLY, YOU AGREE TO ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, ALL OF THE TERMS. We reserve the right to change, update, or correct any of the Terms & Conditions at any time without notice by posting amended terms to this page. Your continued provision of Services to, and/or acceptance of compensation from, Smith under an Agreement means that you accept and agree to the revised Terms & Conditions. If you do not accept these revised Terms & Conditions, you must notify us within fourteen (14) days of their posting.
The terms “Smith,” “we,” “our,” “us” and other similar terms are used for convenience to refer to Smith Global Ltd, its direct or indirect subsidiaries or affiliates. The term “Property” has the definition set forth in the Influencer Agreement. FOR AVOIDANCE OF DOUBT, THESE TERMS RELATE TO YOUR ENGAGEMENT WITH SMITH, NOT WITH ANY PROPERTY . IF YOU STAY AT A PROPERTY PERSUANT TO THE SERVICES, YOU AGREE TO ABIDE BY ALL RULES AND POLICIES APPLICABLE TO GUESTS.
All of these terms are used for convenience only and are not intended as a precise designation of any of particular entity. Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Agreement.
1. License Grant:
a. Name, Likeness and Statements: Unless otherwise expressly set forth in an applicable Agreement, Influencer agrees to grant, and hereby grants, to Smith and its licensees (collectively “Licensees”) the worldwide, irrevocable, fully paid, sub-licensable right to use, in any and all media (whether now known or later developed), Influencer’s name, image, and likeness (collectively “Likeness”) related to the Services, in connection with advertising, promotion, publicity or trade, including without limitation in press releases, media materials, and Hotel-related websites or social media accounts as well as for all internal and archival purposes (“Publicity Materials”) in perpetuity. Influencer shall have a right of approval over Influencer’s Likeness as used in any Publicity Materials, such approval not to be unreasonably withheld, conditioned, or delayed. Influencer shall review and provide comments within 48 hours after receipt of materials for review. Failure by Influencer to respond within such time period shall result in automatic approval of any such requested use of the Publicity Materials containing Influencer’s Likeness.
b. Influencer Content: Unless otherwise expressly set forth in an applicable Agreement, Influencer agrees to grant, and hereby grants, to Licensees the worldwide, irrevocable, fully paid, sub-licensable, non-exclusive, perpetual right to use, display, reproduce, distribute, perform, copy, exhibit and prepare derivative works of any posts, images, renderings, photographs, videos, logos, recordings and/or content provided by or on behalf of Influencer to Licensees as part of the Services (“Content”) for Licensees’ use in connection with advertising, promotion, publicity or trade in any media, technology and device now known or hereafter developed without further authorization from or remuneration to Influencer. As part of this license, Licensees have the right to duplicate the Content as needed, and may alter, retouch, crop or use in composite form the Content in any way. To the extent Content incorporates Influencer’s Likeness, use of such Content shall be subject to Section 1(a) of these Terms & Conditions.
c. Permission and Licenses. In the event the Content contains any illustration, music or use of images, names, or likeness of other individuals, or any other materials that are licensed, Influencer shall procure all necessary rights for Licensees to use and prepare derivative works of the Content. For avoidance of doubt, the Content shall not depict any individual who is not Influencer unless the Influencer has express permission from such individual or their parent/guardian, as applicable, to be included in the Content and to pass through all necessary rights to Licensees. Finally, Influencer agrees that Content will not show any unauthorized use of a product or service or any use in contravention of stated policies.
2. Disclosure of Relationship; Content Exclusions
a. Disclosure of Relationship. Subject to the terms of the Agreement, Influencer shall respond, discuss and comment in a favorable, accurate and positive manner about Smith, provided such statements reflect Influencer’s honest views and experience and are in compliance with all laws, regulations and ordinances (including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising). Without limitation to any obligations set forth in the Smith Endorsement Disclosure Guidelines, Influencer will not speak about or refer to Smith, directly or indirectly, through media, such as social media, blogs, newspapers, magazines, radio, television or the Internet, without disclosing that Influencer has a material connection to Smith. The form of any such disclosure shall be mutually agreed by Smith and Influencer and shall comply with the Smith Endorsement Disclosure Guidelines provided along with the Agreement as Exhibit A to the Agreement and available at https://www.mrandmrssmith.com/smith-endorsement-disclosure-guidelines (the “Hyatt Endorsement Disclosure Guidelines”). In the event of a conflict between such policy located at the link and the policy attached to an Agreement, the policy with the most recent “Revised On” date shall prevail and be considered the “Hyatt Endorsement Disclosure Guidelines” for the purpose hereof. Influencer acknowledges and agrees that, after the Agreement Term, Influencer is not contractually required to make any statements about, or provide any opinions regarding, Smith, any such statements and/or opinions being Influencer’s sole decision and responsibility for any disclosure obligations. To the extent permissible by applicable law, Smith disclaims any liability for, or involvement with, any such statements made after the Agreement term. Influencer is responsible for complying with the Smith Endorsement Disclosure Guidelines and the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and for disclosing Influencer’s relationship to Smith in any public communications relating to Smith or its products or services. As set forth in the Smith Endorsement Disclosure Guidelines, when space allows, a factual sentence included as part of the relevant communication can work well. When a lengthy disclosure is not practical (e.g., on X (f/k/a Twitter), hashtags that stand out and are not buried among many other hashtags or not in the content that is seen by default (i.e., not below “more” option) such as #sponsored can also work. Influencer acknowledges and agrees that Smith may request changes to disclosures in connection with the Content in an effort to comply with applicable law and Influencer shall promptly make requested changes to disclosures relating to the Content.
b. Content Exclusions. Unless otherwise expressly set forth the Agreement or approved in writing by Smith (email sufficient), Influencer will not, with respect to the Content: (i) depict any individual who is a minor, except individuals for which Influencer is the legal parent or guardian, or (ii) directly promote any non-Smith products or services.
Influencer agrees that even if Smith approves the inclusion of 2b(i) or 2b(ii) into the Content, Influencer shall remain responsible for obtaining all necessary permissions and licenses as further set forth in 1(c).
3. Compensation: In full consideration for Influencer’s provision of the Services and the rights granted by Influencer hereunder, Smith will provide, and Influencer agrees to accept, the compensation outlined in the Agreement. If the Agreement is terminated pursuant to Section 7, Smith shall only be obligated to pay Influencer for Services correctly performed prior to the effective date of termination.
4. Ownership:
a. Except for those rights otherwise expressly granted by Influencer in the Agreement or retained by Smith, all posts, photographs, drawings, specifications, designs and data, including, but not limited to Publicity Materials developed hereunder by Influencer, or licensed from a third-party by Influencer, shall be and remain Influencer’s property. Except for those rights otherwise retained by Influencer in the Agreement, as between Influencer and Smith, any content, posts, drawings, specifications, designs, slogans, data or other materials created or provided by Smith or its designee to Influencer pursuant to the Agreement are and shall remain the property of Smith. Smith reserves all rights in any such materials.
b. Except as required to perform the Services, Influencer agrees not to use any of the marks listed on hyatt.com/TrademarkProvision (“Marks”), or any name or mark that is comprised of or confusingly similar to any of the Marks without the prior written consent of Smith which, if granted, may be rescinded at any time. Upon the termination or expiration of this Agreement, whether by lapse of time or any other reason whatsoever, Agency shall cease use the Marks immediately.
c. This Section 4 shall survive expiration or earlier termination of the Agreement.
5. Confidentiality:
a. Influencer shall receive, develop and hold Confidential Information provided by Smith or its designee in the strictest confidence, and shall preserve the confidentiality of such Confidential Information with at least the same degree of care that it uses to protect its own most confidential information. Influencer shall secure and safeguard the Confidential Information from disclosure or theft. Without limiting the foregoing, Influencer shall not sell, transfer, publish, disclose, display or otherwise make available to outsiders, or use for its own benefit outside its relationship with Smith, all or any part of the Confidential Information without the prior written consent of Smith, which may be withheld in Smith’s sole discretion. “Confidential Information” shall be Smith’s confidential or non-public information, including without limitation the terms of the Agreement, information concerning Smith’s business or business plans, campaign plans or strategies, information regarding Smith’s customers, vendors and employees, and any other information that Influencer is informed or reasonably ought to know Smith regards as confidential.
b. Confidential Information shall not include information that: (i) is or becomes generally known or available to the public at large other than as a result of a breach by Influencer of its obligations hereunder; (ii) was known to Influencer free of any obligation of confidence prior to disclosure by Smith; (iii) is disclosed to Influencer on a non-confidential basis by a third party who did not owe an obligation of confidence to Smith; or (iv) is developed by Influencer independently of and without reference to any part of the Confidential Information. Influencer shall be permitted to disclose Confidential Information to the extent required by law (provided that Influencer shall, to the extent not
prohibited by law, provide prior written notice of any such disclosure to Smith so that Smith may, at its sole cost and expense, seek injunctive relief or such protections as it may deem appropriate).
c. Upon the termination of the Agreement or written request by Smith, Influencer shall promptly return the Confidential Information or, if instructed in writing by Smith, destroy such Confidential Information and certify such destruction.
6. Representation and Warranties: Influencer represents and warrants that: (a) Influencer’s statements will reflect Influencer’s honest views and experience; (b) Influencer has the right and authority to enter into the Agreement without violating the rights of any third party and the consent of no other person or entity is required; (c) Influencer will comply with all applicable laws, regulations, orders and ordinances in rendering the Services, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and shall not knowingly or recklessly make any false, misleading or disparaging remarks about any individual or organization or their products or services; (d) Influencer will at all times during the Agreement Term act in a professional manner in accordance with the highest standards in the industry for services similar to the Services, not be under the influence of drugs or alcohol during the provision of the Services, and shall not, during the Agreement Term, act or engage in any practice or conduct in any manner detrimental to the reputation of Smith; and (e) the materials provided by Influencer hereunder, including the Content, and their use as anticipated hereunder do not violate any third-party rights of any type, including but not limited to any copyright, patent, trademark, trade secret, right of publicity, or right of privacy.
7. Termination: Smith shall have the right, at its option, to terminate the Agreement immediately on written notice in the event that: (a) Influencer fails, neglects or refuses to perform any or all of the Services; (b) Influencer materially breaches the Agreement; (c) Influencer commits, or is alleged to have committed, any act or does, or has been alleged to have done, anything that is or shall be an offense involving moral turpitude under Federal, state or local laws or that brings or may bring Influencer and/or Smith into public disrepute, contempt, scandal, or ridicule, or that insults or offends or may insult or offend the community or any substantial organized group thereof, or that might tend to reduce the benefits obtained from the Services, or that might reflect poorly upon Smith (as determined by Smith in its sole but reasonable discretion); or (d) the campaign relating to the Services has been terminated, or Smith otherwise determines, in its reasonable judgment, not to continue Influencer the Services. Smith’s decision on all matters arising under this Section shall be conclusive. Smith shall only be obligated to pay Influencer for those services correctly performed prior to the date of termination.
8. Equitable Relief: The Services are special and unique, the loss of which could not be adequately compensated in damages. Influencer’s failure to perform the obligations hereunder would cause Smith to suffer irreparable loss and damage. Accordingly, Influencer agrees that should Influencer fail to perform such obligations, Smith shall be entitled to ex-parte injunctive or other equitable relief to prevent the continuance of such failure or to prevent Influencer from performing services for, or granting rights to others, in violation of the Agreement. Equitable relief is in addition to all other remedies available at law or equity.
9. Independent Contractor: Influencer is an independent contractor and not an employee, partner, or agent of Smith. Influencer agrees, at its own expense, to be solely responsible for compliance with all federal, state and local laws, rules, regulations, and ordinances that apply to Influencer’s status or Influencer’s relationship with others.
10. Force Majeure: Neither party shall be liable to the other for any loss or damage due to delays or failure to perform hereunder resulting from events beyond the reasonable control of such party, including without limitation acts of God, action by any governmental entity, fire, flood, pandemic,
telecommunication failures or labor disputes. The Services affected by the force majeure event may, at Smith’s option, be rescheduled during the Agreement term (or within ninety (90) days of the conclusion of the Agreement term) or cancelled by Smith and Influencer’s compensation shall be reduced accordingly as reasonably determined by Smith.
11. Indemnification:
a. Influencer shall defend, indemnify and hold harmless Licensees (including Smith) and their respective parents, affiliates, officers, directors, agents, managers and employees from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and disbursements) that may be obtained against, imposed upon or suffered by the indemnified party as a result of a third party claim related to: (i) the material breach by Influencer of the Agreement; (ii) any information, work product or material supplied by Influencer to Smith, or (iii) Influencer’s grossly negligent or willful acts or omissions.
b. Smith shall defend, indemnify and hold harmless Influencer from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable outside legal fees and disbursements) that may be obtained against, imposed upon or suffered by Influencer as a result of a third party claim related to: (i) any claims or representations made by Smith in Publicity Materials or provided by Smith for Influencer to use, when used as approved by Smith, except to the extent the claims or representations are part of the Content; or (ii) Smith’s grossly negligent or willful acts or omissions. Notwithstanding the foregoing, you accept and acknowledge that Smith shall not be liable for, and Smith hereby disclaims any liability in connection herewith, any cause of action arising out of or relating to an incident or personal injury occurring during your stay at a hotel or resort, as well as during any transportation to / from the hotel or resort and any excursions or activities in which you choose to participate during your stay.
12. Governing Law and Exclusive Jurisdiction/Venue: Any dispute pursuant to this Agreement shall be settled by arbitration in the International Court of Arbitration in accordance with the rules of the International Chamber of Commerce (“ICC”). The arbitration shall be conducted by a single arbitrator selected by agreement of the parties, or if they fail to agree on the selection of the arbitrator within ten (10) days of a party’s receipt of notice of another party’s intent to arbitrate, then by the ICC. Any decision issued by the arbitrator shall be final, conclusive, and binding upon the parties and may be enforced in any court having jurisdiction. The prevailing party in any such arbitration and any judicial proceeding related thereto, shall be entitled to recover its reasonable attorneys’ fees and costs and expert witness fees as part of any award entered therein. All arbitration proceedings shall be conducted in English. All arbitration proceedings will be governed and construed in accordance with the laws of England and Wales without giving effect to the conflicts of laws rules thereof.
13. Supplier Code of Conduct: By executing an Agreement, Influencer acknowledges that it abides by Hyatt’s Supplier Code of Conduct available at: Hyatt.com/SupplierCodeOfConduct.
14. Notices: Any and all notices, elections, offers, acceptances, amendments, waivers and demands permitted or required to be made under or related to an Agreement shall only be valid if in writing and sent by hand delivery or overnight/next business day delivery to Smith at: 2nd Floor Nucleus House, 2 Lower Mortlake Road, Richmond, United Kingdom, TW9 2JA ATTN: Chief Executive Officer and Influencer addresses noted on the Agreement. A party may update its address in this section by notice to the other party.