This Membership Agreement (“Agreement”) is between you, individually or on behalf of your company or business (“you” or “Member”) and Clever Girls Collective, Inc. with its principal place of business at 2415 San Ramon Valley Blvd, Suite 4368, San Ramon, CA 94583 (“CGC” or “we”), (each herein referred to individually as a “Party,” or collectively as the “Parties”).
This Agreement becomes effective the date that you indicate acceptance of these terms and conditions via signup electronically (“Effective Date”).
JOINING THE CLEVER GIRLS COLLECTIVE NETWORK MEANS YOU HAVE ACCEPTED ALL OF THE FOLLOWING TERMS AND CONDITIONS:
Membership in the Clever Girls Collective Network. You have agreed to join and allow CGC to list you and promote you as a member of the Clever Girls Collective network. The “Clever Girls Collective network” is a network of blogger and other influencers (collectively “Influencers”) who help CGC’s clients (“Customers”) reach their target market through social media. Once you are a member, CGC will endeavor to match you with a Customer looking for an influencer like you.
Influencer Projects; Separate Agreement. Before accepting or beginning a particular project for a Customer, you and CGC will enter into a mutually agreeable, separate written agreement that details the scope and payment terms for that project, along with any other special terms for that project, including applicable guidelines for the project that you agree to follow.
Promotion by CGC. CGC will list and promote you as a member of the Clever Girls Collective Network, subject to the terms and conditions of this Agreement.
Clever Girls Badge for Bloggers. This provision of the Agreement applies solely to Influencers who are bloggers (“Bloggers”).
Link to Privacy Statement. Bloggers agree to link to the Clever Girls Badge Privacy Statement, available at http://www.clevergirlscollective.com/privacy-policy, and to provide any additional disclosures necessary to comply with applicable laws and policies regarding privacy and data.
Ownership. As between CGC and you, CGC owns all right, title, and interest to: a) the CGC website, b) the Clever Girls Badge and data gathered through the Badge, and b) the CGC name and logo. As between CGC and you, you own all right, title and interest to: a) your name, your likeness, and your branding, and b) any content you create as an Influencer.
Term and Termination.
Term. The term of this Agreement will be one year from the Effective Date, and it will automatically renew for additional one-year terms, unless either party provides written notice at least 30 days prior to the expiration of the current term. The original term and each renewal term collectively will be referred to as the “Term.”
Termination. Either party can terminate this Agreement by providing 30 days prior written notice to the other. CGC may terminate immediately in event of breach by you of this Agreement by providing written notice to you.
Effect of Termination/ Wind-down. Upon expiration or termination of this Agreement, CGC will use commercially reasonable efforts to remove you from the Clever Girls Collective network within 30 days. You acknowledge and agree that CGC will not be able to remove or takedown historical listings or electronically remove or recall past promotions of your membership. Upon expiration or termination of this Agreement, if you are a Blogger, you agree to promptly remove the Clever Girls Badge from your Blogger Site, along with the link to the Clever Girls Privacy Statement.
Takedown. CGC reserves the right at any time to remove inclusion of you in the Clever Girls Collective network if CGC in its discretion, believes there exists a risk of liability or risk of harm of reputation to CGC.
No Authority to Bind. You have no authority to bind CGC directly to any agreement and will refrain from making promises on behalf of CGC to any third parties.
Assignment. CGC may assign this Agreement, without your prior written consent, to any CGC affiliates and in event of merger, acquisition or sale of assets. You may not assign this Agreement without prior written consent of CGC.
Feedback. Additionally, you grant CGC the right to use any feedback or suggestions you provide to CGC without further obligation or remuneration to you.
Warranty and Liability Disclaimers.
WE ARE PROVIDING YOU THE OPPORTUNITY TO BE PART OF THE CLEVER GIRLS COLLECTIVE NETWORK ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE CLEVER GIRLS BADGE IS PROVIDED TO BLOGGERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CGC EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE.
YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, CGC WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT CGC SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Indemnity. You agree to indemnify, defend and hold harmless CGC for any claims, liabilities, or losses, including reasonable attorney’s fees, arising out of your breach of any terms and conditions of this Agreement.
Relationship of the Parties. Nothing in this Agreement creates or will be deemed to create an employer-employee, partnership, joint venture, or agency relationship between CGC and you. You agree not to make any representations otherwise to third-parties. This Agreement is nonexclusive.
Contacts. Notices to CGC under this Agreement should be directed to firstname.lastname@example.org and, if a notice of termination pursuant to Section 7, you must include a copy to Legal@clevergirlscollective.com. Notices to you may be to the email you provided in connection with your Influencer application for the Clever Girls Collective Network and acceptance of this Agreement.
Modification. This Agreement may not be amended by you, unless agreed to in writing by CGC. CGC may amend this Agreement at any time in its sole discretion. If we amend the terms to this Agreement, such amendment will be effective upon notice of the amended agreement. Such notice will be in a reasonable manner in our discretion and could include, for example, via email, posted notice, or other manner. You can view the Agreement at any time at http://member.clevergirlscollective.com/membership-agreement. You agree to remain informed about applicable changes.
Headings. The headings are for convenience only and will not affect interpretation.
Signature. Electronic signature or click-thru acceptance will have full force and effect.
Severability. If any provision of this Agreement is declared invalid, the rest of the Agreement will be deemed fully enforceable.
Survival. Sections 6, 7(c), and 8-13, and this Section 15, and sections that by their nature should survive, will survive expiration or termination of this Agreement.
Law and Jurisdiction. The Agreement will be construed in accordance with the laws of the state of California in the United States, and any claims arising under this Agreement must be brought in federal or state court in San Francisco, California.