Campaign Name: Gretchen Rossi to makeup for Jessie James Decker
Campaign Start Date: September TBA 2022
Campaign End Date: September TBA 2022
Number of Campaigns: 1
Campaign Fee: $0.00 USD
Campaign Host Account: @socialcloutgiveaways
Total Fees Due: $0.00 USD
SPONSOR AGREEMENT AND TERMS AND CONDITIONS
These Terms and Conditions (“Terms”) describe the terms on which Social Clout Media, LLC (“Social Clout Media”) will provide advertising services (the “Services”) to you (the “Sponsor”) under an Order (each an “Order” and collectively, “Orders”). In these Terms, you and Social Clout Media may be referred to individually as a “Party” and collectively as the “Parties.” These Terms and any Orders entered into by the Parties will be referred to collectively as the “Agreement.”
Social Clout Media LLC is a marketing agency in the United States. Social Clout Media provides sponsored marketing campaigns via Instagram, utilizing the social media platform of various celebrities and influencers.
The Sponsor has agreed to purchase permission to enter the campaign in Social Clout Media’s upcoming marketing campaign as detailed herein.
This Agreement is subject to Social Clout Media receiving all monies owed as cleared funds prior to commencement of the campaign.
Talent: Gretchen Rossi
Talent Instagram Account: @Gretchen Rossi
Content: Instagram post and story of talent promoting prize
Date: September TBA
Duration: 72 hours on talent Instagram account and 72hours on campaign host account.
Campaign host: @socialcloutgiveaways
1.1 Content will be posted on the talent Instagram account on the commencement date. Followers will be directed to visit the tagged campaign host account to enter a giveaway to win the prize.
1.2 The campaign host account will be following the Sponsor, together with a range of other businesses taking part in this promotion.
1.3 As part of the entry criteria, entrants will be required to follow all businesses the campaign host account is following.
1.4 Eligibility of entrants will vary by state, in accordance with local laws.
1.5 Competition terms and conditions will be published online at
1.6 The services of a third party will be engaged to conduct a random draw of all eligible entrants. The winner will be announced online via www.socialcloutgiveaways.com approximately 5 days after completion of the campaign.
2.1 The Sponsor is not required to promote this campaign to their followers on their Instagram account. This eliminates the Sponsor having to share their followers with potential competitors.
2.2 Social Clout Media will provide the Sponsor with approved content and caption wording prior to commencement of the campaign. At their discretion, the Sponsor may elect to share the content with their followers. If the Sponsor elects to post, the content instructions provided by Social Clout Media must be strictly adhered to.
2.3 The Sponsor confirms that they have not been promised any brand or product exclusivity and acknowledges that businesses of a similar nature and/or selling the same or similar products may also be included in this campaign.
2.4 For the duration of this campaign, if the Sponsor wishes to run any concurrent giveaways or promotions, they must:
(a) be internal only, and not involve any third-party business, blogger, other accounts or entities.
(b) not use, replicate, alter, or re-purpose any content or graphics associated with this campaign.
(c) not use any misleading text, captions, hashtags, wording or overlay text indicating that the talent is collaborating with the Sponsor or sponsoring the concurrent giveaway.
2.5 Any posts relating to closed promotions within the most recent nine posts on the Sponsors Instagram feed will be deleted or archived for the duration of this campaign.
3.1 The Sponsor has nominated the Instagram handle entered on Page 1 to be included in this campaign. This is the account that will be followed by the campaign host account during the campaign.
3.2 There is a $50 USD administration fee to change the nominated handle prior to the commencement date, and all changes must be requested via email.
3.3 No changes to the Instagram handle will be approved in the 48-hour window prior to the campaign going live.
4.1 The Sponsor acknowledges that the commencement date nominated at Page 1 is tentative only and is subject to various factors, including, but not limited to:
(a) the timely receipt of all payments; and
(b) any external factors that may adversely affect the campaign e.g., personal circumstances of the Talent, political and current events etc.
4.2 Social Clout Media will utilize best practice strategies and their industry knowledge and experience to best maximize the follower response. Any decisions in respect of the actual commencement date is at the sole discretion of Social Clout Media and such decisions are final.
4.3 Social Clout Media will endeavor to provide the Sponsor with as much notice as possible of the actual commencement date.
INTERRUPTION OF CAMPAIGN
5.1 In the unlikely event that the campaign duration is interrupted for any reason, including but not limited to:
(a) early deletion of the campaign post due to Instagram’s Artificial Intelligence software.
(b) early or accidental deletion of the campaign posts by any other person.
(c) any outage of the talent or campaign host account.
(d) war, terrorism, state of emergency or disaster (including natural disaster).
(e) infection by computer virus, bugs, tampering, unauthorized intervention, technical failures which corrupt or affect the administration, security, fairness, integrity or proper conduct of the campaign.
(f) any alteration to any Instagram terms of service, access or permission in such a way that adversely affects the campaign, the campaign duration will be extended by a duration proportionate to the outage time, unless satisfactory results have already been gained by all participants. Any decision in this regard is completely at the sole discretion of Social Clout Media.
5.2 In the event of an interruption to the campaign as referred to in this clause, Social Clout Media will:
(a) continue to use utilize best practice strategies, industry knowledge and liaise closely with Instagram with an aim to deliver optimum campaign results.
(b) contact the Sponsor by email as soon as practically possible, informing them of the interruption and the chosen course of action.
(c) cover any additional cost incurred in extending or boosting the campaign through the utilization of paid sponsorship, further promotion by the Talent, introduction of additional sponsors, or any other methods that Social Clout Media may deem appropriate in the circumstances.
5.3 In the event of a campaign interruption as referred to in this clause, the Sponsor agrees that an extension of the campaign duration will be an appropriate remedy and readily and accepts that no further compensation or refund will be offered to the Sponsor.
(a) The soliciting of all giveaway participants and members of the Social Clout Media networking groups is strictly prohibited. For fifteen (15) days prior to, and following completion of, this campaign, the Sponsor is not to contact, other participants in this campaign, representatives of Social Clout Media, the talent, or their representatives with unsolicited offers for personal or business gain.
7.1 Social Clout Media has a zero-tolerance policy against cyber bullying. Offensive, rude, slanderous, or defamatory statements, sharing of any Social Clout Media group chats and discussions or any other like conduct that could negatively impact on other businesses (whether part of the Social Clout Media networking group or not), will result in the Sponsor being immediately removed from the giveaway and any affiliated networking groups.
8.1 The Sponsor consents to receiving commercial electronic marketing messages from Social Clout Media. Social Clout Media will never give out details to third parties without express consent.
COOPERATION, LIMITATION OF LIABILITY AND CLASS ACTION WAIVER
9.1 The Sponsor acknowledges and agrees that:
(a) The total cumulative liability of Social Clout Media in connection with this Agreement and the promotion will not exceed the amount of any payments received by Social Clout Media from the Sponsor under this Agreement in a four-year period immediately preceding the event giving rise to the liability, under any legal theory and including any type of damages, such as direct, indirect, consequential, incidental, punitive, special, or exemplary damages; and
(c) each of the Sponsor and Social Clout Media expressly and irrevocably waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding and will only submit such party’s own individual claims and will not seek to represent the interests of any other party.
CONFIDENTIALITY AND NON-DISCLOSURE
10.1 Confidentiality is a material part of this Agreement. Confidentiality ensures the optimum success of current and future campaigns for all participants.
10.2 Confidential Information means information that:
(a) is by its nature confidential.
(b) is designated by Social Clout Media as confidential; or
(c) the Sponsor knows or ought to reasonably have known is confidential in
(d) includes all information relating to this promotion, whether in a document,
email, on social media, or provided orally.
10.3 The Sponsor acknowledges that all information shared by Social Clout Media, including but not limited to, talent names, buy-in costs and running methods is proprietary confidential information owned by Social Clout Media is to remain strictly confidential and shall not be disclosed in any manner or form.
10.4 The Sponsor:
(a) acknowledges the confidential, sensitive, and proprietary nature of the Confidential Information.
(b) agrees that the Confidential Information is valuable to Social Clout Media; and
(c) agrees to keep confidential, and not directly or indirectly divulge or communicate or otherwise disclose the Confidential Information, in whole or part, to any third party.
10.5 The Sponsor must not:
(a) use any of the Confidential Information for any purpose other than this promotion.
(b) exploit the confidential Information for its own benefit, for the benefit of any other person or for any other purpose or allow any other person to do so without the prior written consent of Social Clout Media (which may be withheld in its absolute discretion).
(c) use any of the confidential Information in a manner or for a purpose detrimental to Social Clout Media or its related bodies corporate (if any).
10.6 The Sponsor must,
(a) keep effective control of all confidential Information received under or in connection with this Agreement.
(b) take all precautions that are reasonably necessary to prevent any theft, loss or unauthorized use or disclosure of that confidential Information; and
(c) promptly inform Social Clout Media of any suspected or actual unauthorized use or disclosure of Social Clout Media’s confidential Information.
10.7 The Sponsor may disclose the confidential Information to certain authorized persons, such as its directors, officers, agents, employees, advisers, and financiers on a strictly “need to know” basis provided that the Sponsor ensures that these persons are under equivalent obligations of confidence to the Sponsor as provided in this Agreement, as if those persons were a party to this Agreement.
10.8 A breach of such a term or condition by such an authorized person shall be regarded as a breach of this Agreement by the Sponsor.
10.9 The Sponsor acknowledges that:
(a) a breach of any of the Sponsor obligations under this Agreement may result in Social Clout Media suffering loss and damage including, without limitation, consequential loss, and may cause irreparable damage to Social Clout Media; and
(b) in the event of a breach, or threatened, or anticipated breach, of this Agreement;
- Damages alone may be an inadequate remedy for Social Clout Media; and
- Social Clout Media is entitled to seek an interim, interlocutory or permanent injunction restraining the Sponsor without showing or proving any actual loss or damages sustained by the Social Clout Media.
(c) The confidentiality obligations imposed by this Agreement continue indefinite.
11.1 This Agreement is to be governed by, and construed in accordance with, all applicable laws in force in the State of Idaho, Bannock County.
12.1 A drop-off of followers post campaign is normal and expected. There is a distinct correlation between drop-off rate and content.
12.2 To enhance the effectiveness of this campaign, Social Clout Media strongly recommends that the Sponsor develop and implement a comprehensive marketing and content strategy before and after commencement of this promotion.
12.3 The Sponsor is strongly advised to ensure that their Instagram account is active at the time of the campaign, with posts being made to the account in the lead up to the campaign.
12.4 Social Clout Media always recommends utilization of the strongest security measures provided by Instagram to ensure the validity of an account is not compromised.
12.5 Social Clout Media makes no promise regarding post-campaign conversion rates, and recommends utilizing the services of an expert in conversion rate optimization if the Sponsor needs assistance with that aspect of their marketing.
NO GUARANTEE OF RESULTS
13.1 The Sponsor acknowledges that:
(a) Social Clout Media makes no prediction, promise or guarantee of actual results of this campaign.
(b) any case study or forecast results are estimates based purely on prior giveaway testimonials, results and comparisons with similar accounts and should not be relied upon as a guarantee of the actual performance of this campaign.
(c) similar campaigns conducted by the Talent are not to be relied on as a guaranteed indication of the outcome of this campaign.
13.2 The Sponsor acknowledges that this form of campaign is a form of digital advertising and a range of factors can affect the outcome of a campaign, including but not limited to, search engines, algorithms, current world events, personal circumstances of the Talent etc. Social media platforms and providers are constantly evolving, and Social Clout Media has no control over external factors.
13.3 Social Clout Media does not engage in unethical practices such as “buying” followers and/or other associated methods of increasing social media following and does not tolerate this practice by any of its talent or clients during a campaign.
13.4 Social Clout Media utilizes best practice strategies, industry knowledge, Instagram recommendations, up-to-date technology and tried and tested techniques with an aim to continually deliver optimum results for their clients. From time to time this may result in variations to the campaign whilst live. This is always done in conjunction with regular liaison with the talent and in consideration of close monitoring and tracking of campaign progress to best maximize the campaign results and to provide a fluid and responsive campaign that capitalizes on follower response.
14.1 The Sponsor acknowledges that campaign results are insufficient cause for lodgment of a dispute or claim with any payment provider, and the Sponsor agrees that they will not seek a refund of any fees paid if the campaign does not reach expected outcomes. By doing so Sponsor agrees we may seek legal action against them for any attempts to fraudulently make claims against monies paid to be returned to them through their banking or money transfer services. This includes reports to the BBB and any other online review platform.
15.1 The Sponsor confirms that it has conducted its own due diligence inquires as to the merits and risks of investing in this campaign, including but not limited to, ensuring that the follower demographic of the Talent aligns with the Sponsor target market.
15.2 Any case studies, statistics or demographics provided by Social Clout Media are provided in good faith only and have been provided by the Talent or their representative. The Sponsor agrees that reliance on any information provided by Social Clout Media shall be at the Sponsor sole risk and liability.
16.1 This Agreement constitutes the entire agreement of the parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this Agreement, whether oral or written.
17. Each Party expressly and irrevocably consents and submits to
resolving any dispute, controversy, or claim arising out of or related to this Agreement, or any breach or termination of this Agreement, exclusively through binding arbitration before a single arbitrator in Bannock County, Idaho. Arbitration will be administered exclusively by the American Arbitration Association (the “AAA”) and will be conducted consistent with the AAA’s rules, regulations, and requirements. Any arbitral award determination will be final and binding on the Parties. Arbitration will proceed only on an individual basis.
17.1 The Parties waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each Party will only submit such Party’s own individual claims against the other and will not seek to represent the interests of any other person. Notwithstanding anything to the contrary in the AAA’s rules, no arbitrator will have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the Parties. Notwithstanding the above, both Parties retain the right to seek or obtain, and will not be prohibited, limited, or in any other way restricted from, seeking or obtaining equitable relief to enforce Section 6 (Confidentiality) from any court having jurisdiction over the Parties.
18. Each Party is an independent contractor to the other and has no authority to act on behalf of or bind the other, and this Agreement does not create any other relationship (e.g., employment, partnership, agency, or franchise). Failure to enforce any part of this Agreement is not a waiver; only signed waivers are effective. The waiver of a breach of any provision will not operate or be interpreted as a waiver of any other or subsequent breach. Sponsor will not assign this Agreement in whole or part without Social Clout Media's consent, and any assignment in violation of this section is null and void.
18.1 This Agreement will bind and benefit the Parties’ successors and permitted assigns. The language in all parts of this Agreement will be construed, in all cases, according to fair meaning. If any part of this Agreement cannot be enforced as written, then the unenforceable portion will be replaced with similar terms to the extent enforceable under applicable law, and the rest of this Agreement will not be affected. All rights and remedies under this Agreement are cumulative. This Agreement is the Parties’ entire agreement on this subject, merges all prior and contemporaneous communications, and supersedes all prior agreements between the Parties regarding this subject.