WHAT DO YOU MEME™ AMBASSADOR PROGRAM TERMS AND CONDITIONS AGREEMENT
This Terms and Conditions Agreement ("Agreement") is between the ambassador as listed on their sign-up form ("Licensor" or “Creator”) and What Do You Meme LLC, at 520 Broadway, Floor 9, New York, NY 10012 ("Licensee" or “WDYM”) (individually a "Party" and collectively as the "Parties").
WHEREAS, Creator agrees to create Licensed Content (defined below) for Creator’s Social Media Accounts, as defined below;
WHEREAS, WDYM, from time to time, wishes to use the Licensed Content on social media accounts owned and affiliated with it, including but not limited to TikTok, Instagram, Facebook, Snapchat and Twitter (“WDYM Properties”);Therefore, the Parties agree to the following:
1. Product and Content Production
WDYM agrees to provide Creator with one (1) or more of WDYM’s products, free of charge, at its sole discretion (the “Products”). In exchange for being provided the Products free of charge, the Creator agrees to produce the Licensed Content (as defined below).
2. Grant of License
“Licensed Content” means: all or any part of the videos and/or images posted by Creator on Creator’s Social Media Accounts featuring the Products, including without limitation all intellectual property, images, identifiable characters and/or individuals, music, sounds, signage, statements, or other trademarks and logos, and all other rights depicted or contained therein.
“Creator Social Media Accounts” include those accounts listed in Creator’s sign-up form.
Creator grants WDYM an exclusive (except as to the Creator), transferable, sub-licensable, worldwide, and royalty free license, in any form or format, on or through any media or medium and with any technology or devices now known or hereafter developed or discovered, in whole or in part, to host, cache, store, maintain, use, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, and otherwise exploit all or any portion of Licensed Content. The above granted license shall extend to the WDYM Properties and any other services, or other distribution platforms, whether currently existing, or existing or developed in the future, utilized by WDYM, for any purpose whatsoever (including, without limitation, for any promotional purposes) without further accounting, notification, credit, monetary or other obligation to Creator.
Creator has full rights, title and interest of every kind to the Licensed Content and has clear title to the material upon which the Licensed Content is based. Creator has the absolute right to grant to WDYM this license under this Agreement. Creator represents, warrants, and covenants that the Licensed Content provided pursuant to this Agreement (i) does not violate any agreement or obligation between the Creator and any other party or (ii) will not infringe any copyright, patent, trade secret, or any other proprietary right held by any third party. It is the Creator’s sole responsibility to ensure that all Licensed Content is free of any restrictions related to its use, and may be utilized in all manners contemplated in this Agreement.
3. Content Ownership, Credit, and Tagging
At all times, Creator retains full ownership of the Licensed Content and this Agreement grants no right, title or interest in Licensed Content to WDYM besides the above referenced license.
Additionally, when using the Licensed Content as authorized in this Agreement, WDYM shall credit the Creator in the caption of the post using the Licensed Content by tagging the applicable Creator Social Media Account.
Creator agrees to use the appropriate social media tags when posting the Licensed Content to the Creator Social Media Accounts, as provided by Licensee.
4. Rewards Program
In the event that the Licensed Content receives 1,000 or more likes on the TikTok platform, Creator may be eligible to receive a one-time reward payment in accordance with the below schedule (each, a “Reward”); Note that this schedule and the terms governing submission and acceptance of Licensed Content may change at any time, without notice.
*Reflects limited time only
In order to qualify for the Reward, the Licensed Content must conform with the terms of this Agreement and all likes must be verified as genuine (Creator may not use bots, third party incentives, or any other form of unapproved method to procure likes on their Licensed Content). Creator must contact Company within ten (10) days of receiving the eligible number of likes on the Licensed Content in order to be eligible for the Reward, all submissions must be submitted through this online form to be considered. At a minimum, each eligible piece of Licensed Content must:
- Tag @whatdoyoumeme in the caption
- Use the correct #hashtag for the Products featured (example: #whatdoyoumeme, #newphonewhodis, #forthegirls, #incohearent, etc.).
- All Licensed Content must include one of the following #hashtags: #ad, #providedbyWDYM, #partner, or #sponsored.
- Clearly show the Product (in the case of games, the box and at least 1-2 game cards) so that they are entirely legible and the clear, unambiguous main subject of the Licensed Content, which shall include, but not be limited to, the following standards:
- The box must be clearly shown within the first five (5) seconds of each video, and must be shown for long enough so as to be legible to the viewer.
- The Products must be featured 1) clearly in focus, and 2) for long enough that the viewer can process what the Product is and identify it (in the case of games, the viewer should be able to read what the box and cards say). If the Product’s branding and/or game card content shows up for the first time past the 10 second mark of the video, it will not qualify.
- Clearly showcase the Product’s intended use and audience/age range as indicated on the packaging
- Licensed Content shall not make up more than 50% of the Creator’s most recent 30 posts on Creator’s Social Media Accounts in order to qualify.
The Company shall determine whether the Licensed Content meets these standards in its sole discretion.
Company shall confirm Creator’s eligibility for the Reward in its sole discretion. Each Creator is limited to one (1) Reward per piece of Licensed Content, and up to $50,000 cash incentive payout total over their lifetime in the program. For the avoidance of doubt, once a Reward is claimed on a piece of Licensed Content that Licensed Content is no longer eligible for any additional Rewards.
From time to time Company may offer “Streak Challenges” in addition to the Rewards for a one- time payment of $500 (the “Streak Bonus”). In order to qualify for a Streak Bonus, Creator must create and post four (4) pieces of Licensed Content in response to the Streak Challenge over a consecutive four (4) day period, which accumulate at least 1,000 likes in the aggregate across all four (4) pieces of Licensed Content (each, a “Streak Challenge”). All Streak Challenges submissions must be submitted through this online form, and may be awarded in addition to any Rewards that the Licensed Content may be eligible to receive. All Streak Challenges will be announced via email, SMS, and Company’s community account on Geneva, and shall be subject to this Agreement and any additional rules stated in the Streak Challenge.
If Creator does not receive notice that a submission was declined by the Company, the submission has been accepted. Please do not reach out via email about submission acceptance. Please allow 3-4 weeks for all rewards to be processed. If after four (4) weeks, no reward confirmation email has been received, reach out to firstname.lastname@example.org.
Company reserves the right to disqualify a Creator, in its sole discretion, from receiving any and all Rewards from the Company in the event that it determines that a Creator has, or has sought to, abuse, circumvent, hack, or otherwise act in a nefarious or unprofessional manner towards the Company, the Reward program, or any of the Company’s employees or agents. Any harassing, derogatory or abusive communications from a Creator to Company will result in immediate and permanent disqualification.
Please note that any Creator who has received Product(s) from the Company and has not posted and submitted Licensed Content to the Company within ninety (90) days of receipt of such Product(s) shall be automatically be deemed ineligible for any Rewards related to such Product(s), and shall no longer be eligible to receive any Products(s) or any future Rewards.
5. Release and Waiver. In exchange for participation in the Reward program, the free Product(s), and in consideration for the chance to receive, and in some cases the receipt of, a Reward, Creator hereby knowingly and explicitly agrees to the following release and waiver:
I hereby voluntarily release, discharge, waive and relinquish any and all liability, claims, demands, actions, and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by me, or to any property belonging to me, which I may have, or which may hereafter accrue to me, as a result of my creation of the Licensed Content, regardless of whether such loss is caused by the negligence of WDYM, or otherwise and regardless of whether such liability arises in tort, contract, strict liability, or otherwise, to the fullest extent allowed by law.
I am fully aware of the risks and hazards connected with the creation of the Licensed Content and I knowingly assume full responsibility for loss, death, property damage or personal injury inflicted on others, whether caused by the negligence of WDYM or otherwise, to the fullest extent allowed by law. I agree to give up and make no claim against the WDYM for any injury to myself or others, death or property damage regardless of cause, including alleged negligence or fault. I agree that my acceptance of this waiver and release confirms absolutely my agreement to be bound by all these terms and others posted.
For myself, spouse, legal representative, agents, heirs and assigns, I do hereby release, discharge, indemnify, waive and agree to hold the WDYM harmless and free from any and all liability of incident, injury or damages arising out of or in connection with my creation of the Content.
Liability shall include but not be limited to all claims, demands, losses, causes of action, suits or judgments of any kind that myself or my guardians, heirs, executors, administrators and assigns may have against the WDYM because of personal, physical or emotional injury, accident, illness, or death, or because of any loss of or damage to property that occurs during my creation of the Content that may result from any cause including but not limited to the WDYM’s own passive or active negligence or other acts than fraud, willful misconduct or violation of the law.
This release is intended to discharge, in advance, the WDYM from any and all liability arising out of or connected in any way with my creation of the Content, even though that liability may arise out of negligence or carelessness on the part of the WDYM.
I further agree to indemnify and hold the WDYM harmless from any and all claims, demands or other liabilities arising out of, or in any way connected with my creation of the Content, including payment of attorney’s fees incurred by the WDYM in responding to or defending against any claim, demand, or liability asserted.
I understand the potential physical, mental and emotional dangers incident to my creation of the Content. I am fully aware of the legal consequences of signing this release and waiver.
6. Indemnification. Because the Creator owns full rights, title, and interest to the Licensed Content, then WDYM shouldn’t be responsible for any intellectual property infringements that arise from the Licensed Content that Creator made. Therefore, Creator hereby agrees to indemnify, release and hold harmless WDYM, its successors, WDYMs, subdistributors and assigns, and the directors, officers, employees, representatives and agents of each of the foregoing, from any and all claims, demands, causes of action, damages, judgments, liabilities, losses, costs, expenses, and attorney’s fees arising out of or resulting from (i) any breach by Creator of any warranty, representation or any other provision of this Agreement, and/or (ii) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use by WDYM of the rights granted under this Agreement.
7. Confidentiality. Any communications between Creator and WDYM with regards to this Agreement are deemed by the parties to be confidential information. The parties hereby agree not to disclose (except as may be required by law) any such communications to any other persons or entities and to use the same level of care to protect, safeguard and keep confidential all information relating to such terms or amounts as they would in protecting their own proprietary information. This limitation shall not apply to the disclosure of such information to accountants, attorneys, agents, employees, or other persons in either party’s employment having a need to know, or to information to which may already be in the public domain. The parties agree when disclosure of the terms and compensation amounts contained in this Agreement is necessary to such legal entities and/or accountants, attorneys, agents, employees or other persons in either party’s employment having a need to know, that the disclosing part shall take all measures practical, reasonable and available to protect, safeguard and keep confidential such information by use of appropriate legal remedies, such as protective orders. Each party agrees that it will assume responsibility for any breaches of confidentiality by its accountants, attorneys, agents, employees or other person in its employment given access to such information.
8. Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of New York, without regard to its conflict of laws rules.