Term Conditions Page
1. INTRODUCTIONwlcms. At any time upon request by cgwlcms, the Influencer shall execute any document in a form acceptable to cgwlcms to give full effect to cgwlcms’ ownership of the foregoing Influencer Content. If, at any time upon request by cgwlcms, the Influencer fails or is unable to execute any such document within fourteen (14) days, the Influencer hereby irrevocably appoints and designates cgwlcms or its duly authorized officers and agents as the Influencer’s agent and attorney – in fact, acting for the benefit of the Influencer. to execute and file any and all such documents on its behalf, and to perform all other legally permissible acts, with the same legal force and effect as if executed or performed by the Influencer. cgwlcms shall have the exclusive right to use, reproduce, modify, adapt, prepare derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit the Influencer Content in its absolute discretion, worldwide, in perpetuity, without the payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, the Influencer hereby waives, on behalf of itself and its employees, contractors and agents, all moral and economic rights (or equivalent rights) in connection with the Influencer Content arising under the laws of any jurisdiction. To the extent such rights cannot be waived under applicable law, the Influencer agrees not to assert such rights against cgwlcms.
5.2 Influencer Personal Rights. The Influencer hereby grants cgwlcms a non-exclusive, worldwide, irrevocable, transferable, sublicensable, royalty-free license to use the Personal Rights to promote and market cgwlcms and the related services it provides to its affiliates from time to time for the maximum period permitted by applicable law.
5.3 cgwlcmsIP.
(a) Influencer acknowledges and agrees that: (i) cgwlcms owns cgwlcms for these Terms of Service (including any customizations, enhancements, modifications or derivative products) and the cgwlcms name, logo and trademarks (collectively, the "cgwlcms IP"); (ii) it shall not acquire any right, title or interest in the cgwlcms Intellectual Property Rights or any part thereof at any time; (iii) it shall not seek to register, assert or assert any right, title or interest in the cgwlcms Intellectual Property Rights or any part thereof at any time.
(b) cgwlcms hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license during the Term to use the cgwlcms IP Services (including the provision of the Services) solely to the extent necessary for Influencer to perform its obligations under these Terms, provided that all use of any logo, trademark and other branding equipment of cgwlcms by the Influencer is subject to the prior written consent of cgwlcms unless such use is in accordance with the terms of these Terms of Service or instructions of cgwlcms.
6. Service Objects
6.1 Influencers/Agencies shall provide services for cgwlcms and its affiliates, and in these Terms of Service, references to cgwlcms will include cgwlcms’ affiliates to the extent they receive the Services unless the context otherwise requires.
7. Termination
7.1 Either party may terminate these Terms of Service at any time, without prejudice to its other rights and obligations under these Terms of Service, upon written notice of termination to the other party, if:
(a) the other party materially breaches any of its obligations, representations or warranties under these Terms of Service and fails to cure such breach within fourteen (14) days of the terminating party’s written notice;
(b) the other party commits a series of breaches that: (i) may not be material in themselves; (ii) are notified to the other party; and (iii) are not cured within fourteen (14) days of notice, if such uncured breaches amount to a material breach in aggregate;
(c) the other party suffers an event of bankruptcy; or
7.2 cgwlcms may terminate these Terms of Service or any Order (as applicable) at any time without cause by providing seven (7) days’ prior written notice to the Influencer/Agency.
7.3 Termination or expiration of these Terms of Service shall not prejudice any rights and liabilities of the parties that may have accrued prior to such expiration or termination, unless such rights are waived in writing by the party entitled thereto.
7.4 Upon termination by cgwlcms pursuant to clause 7.1 or clause 7.2, unless otherwise agreed in writing by the parties, the influencer/agent shall immediately refund cgwlcms any fees paid under these Terms of Service in the event that the influencer/agent materially breaches the provisions of these Terms of Service and the influencer/agent has not provided services to cgwlcms’ absolute satisfaction on the date of termination
7.5 Expiration or termination of these Terms of Service shall not affect the effectiveness or continued effectiveness, or termination, of any provision of these Terms of Service that is expressly or impliedly intended to take effect or continue in effect on or after expiration (including but not limited to clauses 5, 7, 9, 10, 11, 12 and 13).te.
