INFLUENCER AGREEMENT

This Influencer Agreement (this “Agreement”) is entered into between If You Arlo, LLC (“Bennie” or the “Company”) and the individual named on the online application for inclusion in the Bennie program (“Influencer”). Bennie and Influencer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

A. Bennie engages Influencers to promote hotel properties (“Hotels”) as part of the Bennie affiliate program. Under Bennie, Influencers may recommend Hotels to Influencer's followers and friends using a code supplied by Company. When an individual stays at a Hotel and uses the code to make a reservation, Company will provide reward points towards a future hotel stay on a basis determined by Company. Influencer desires to participate in Bennie under the terms set forth in this Agreement.

B. This Agreement sets out the terms and conditions that an Influencer agrees to participate in the Bennie Program.

1. Grant of Name and Likeness Rights

Influencer hereby grants to Bennie the right, during the Term, to utilize the name, image, likeness, photograph, signature and other personal attributes of Influencer (collectively, “Influencer's Likeness”) in advertising and marketing materials and on Bennie's website, email and Bennie's social media platforms in connection with the marketing and advertising of Bennie's products and services (collectively, “Products”).

2. Influencer's Services

Influencer shall, at Influencer's discretion, promote Hotels frequented by Influencer through social media and other platforms selected by Influencer, at Influencer's discretion, shall publicize Bennie's website and mobile application, and shall identify codes supplied by Bennie that Influencer's audience may use when reserving rooms at a Hotel.

3. Influencer Compensation

In consideration for Influencer's services, Company shall provide Influencer with complimentary or reduced room rates and reward points toward a future hotel stay, as calculated by Company from time to time. The number or amount of complimentary or reduced room rates will be determined by Company from time to time. Influencer will be entitled to no other compensation for Influencer's services.

4. Approvals

  • Influencer shall submit to Bennie for its review and approval, which shall be at Bennie's sole discretion, all social imagery and copy relating to Hotels and Bennie that Influencer intends to post in social media during the Term at least 72 hours prior to their release to the general public or to Influencer's audience.
  • If and to the extent that Bennie seeks Influencer's approval or consultation, Influencer shall respond within 48 hours, or such matter shall be deemed approved.
  • Bennie shall provide codes which Influencer must include in any post.
  • To the extent available, Influencer shall provide social media analytics within 48 hours of post live date to Company.

5. Paid Sponsorship

This is a paid sponsorship, endorsement and advertisement and Influencer must properly disclose that the recommendations are sponsored in adherence with guidelines published by the Federal Trade Commission.

6. Indemnification

  • Bennie agrees to defend, indemnify, and hold harmless Influencer and Influencer's assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholders, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, and costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, any injury, claim, or action arising out of any breach of Bennie's obligations, agreements, representations and/or warranties hereunder.
  • Influencer agrees to protect, save, defend, indemnify, and hold harmless Bennie and each of its respective assigns, heirs, agents, representatives, affiliates, subsidiaries, parent entities, shareholders, and employees from and against any and all expenses, damages, claims, suits, actions, judgments, demands, liabilities, debts, damages, or costs whatsoever, including reasonable attorney's fees, arising out of, or in any way connected with, any injury, claim, or action arising out of (i) any breach of Influencer's obligations, agreements, representations and/or warranties hereunder, and (ii) Influencer's negligence or misconduct.
  • The provisions of this paragraph shall survive any termination or expiration of this Agreement.

7. Representations

The Parties hereby warrant and represent that they are free and have full right to enter into this Agreement and to perform all their obligations hereunder and to grant all rights hereunder without violating the legal or equitable rights of anyone. The terms of this Paragraph shall survive the expiration or termination of this Agreement.

8. Force Majeure

If any of the obligations of any of the Parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the Parties shall continue; and when such Force Majeure Event has ceased, then the Parties shall negotiate in good faith regarding an adjustment of their rights and obligations under this Agreement. Non-performance due to a Force Majeure Event shall not be deemed a breach of this Agreement.

9. No Partnership/Tax Withholding

Nothing contained in this Agreement shall be construed to create an employer/employee, joint venture, partnership, or principal-agent relationship between the Parties. Influencer's performance of services for Bennie hereunder is as an independent contractor. Accordingly, Bennie shall not make any deductions from the Compensation for tax purposes.

10. No Grant of Trademark Rights

Except for reference to Bennie and a Hotel's name and trademarks as part of approved blogs or social media posts authorized herein, Influencer agrees not to use or refer to the “Bennie” name or trademark or any name or trademark of any Hotel or any of its or their affiliates (collectively, the “Marks”) without Bennie's prior written approval on a case-by-case basis, which may be granted or withheld in Bennie's sole discretion.

11. Non-Disparagement

During the Term, no Party will, in any communication with any person, including any actual or potential customer, client, investor, vendor, or business partner of the Party, or any third-party media outlet, make any derogatory, disparaging or critically negative statements, orally, written or otherwise, against the other Party or any of the other Party's managers, attorneys, directors, officers and employees. Nothing herein shall prevent the Party from testifying truthfully in connection with any litigation, arbitration or administrative proceeding when compelled by subpoena, regulation or court order to do so.

12. Termination

  • The Parties agree that either Party may terminate this Agreement on not less than 30 days' prior written notice.
  • Bennie agrees that Influencer shall have the right to immediately terminate this Agreement in the event: (i) Bennie is adjudged, declares, or files for bankruptcy; (ii) Bennie materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving notice thereof; or (iii) Bennie breaches the Non-Disparagement provision.
  • Influencer agrees that Bennie shall have the right to immediately terminate this Agreement in the event: (i) Influencer is adjudged, declares, or files for bankruptcy; (ii) Influencer materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving notice thereof; (iii) Influencer breaches the Non-Disparagement provision; or (iv) Influencer commits an act which violates commonly-held principles of public morality and decency or constitutes a crime of moral turpitude in the jurisdiction in which it is committed.

13. Arbitration/Governing Law

This Agreement shall be construed, interpreted, governed, and enforced in accordance with the laws of the State of New York, without regard to any conflict of laws principles. The Parties will attempt in good faith to resolve any controversy arising out of this Agreement. If these discussions are unsuccessful, any unresolved dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, shall be determined by arbitration in New York City, New York before one arbitrator. The arbitration shall be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures.

14. Damages

Notwithstanding anything to the contrary herein, in no event shall (i) Influencer be liable to Bennie or (ii) Bennie be liable to Influencer, for exemplary, punitive, incidental, or consequential damages, including lost profits, arising out of this Agreement or the breach of any term, covenant, representation, warranty, or obligation contained herein.

15. Notices

Notices to the Parties shall be sent via express courier, U.S. Mail or by electronic transmission to the addresses of the respective Parties set forth above and shall be deemed communicated three (3) business days after mailing or, as to electronic communication, upon confirmation of delivery.

16. Confidentiality

Except as may be required by law, neither Party shall disclose (or permit any third party to disclose) the financial or other material terms of this Agreement, with the exception only of either Party's agents, attorneys, accountants, representatives or employees.

17. Assignment

This Agreement and any rights or obligations of either Party hereunder shall not be assigned or delegated by a Party without the prior written consent of the other Party.

18. Waiver

The failure of a Party at any time to demand strict performance by the other Party of any of the terms, covenants, or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and a Party may at any time demand strict and complete performance by the other Party of said terms, covenants, and/or conditions.

19. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and cannot be altered or modified except by an agreement in writing signed by the Parties herein. Upon its execution, this Agreement shall supersede all prior negotiations, understandings, and agreements, whether written or oral, and such prior agreements shall thereupon be null and void and without further legal effect.

20. Counterparts; Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which, when taken together, will constitute one and the same agreement or document. Counterparts may be executed and delivered via facsimile, email (including PDF), by electronic means (such as DocuSign or equivalent), or by any electronic symbol or signature complying with the U.S. federal ESIGN Act of 2000, the California Uniform Electronic Transactions Act, the Electronic Signatures and Records Act, or other applicable law.

21. Survival

Paragraphs 6-19 shall survive any expiration or termination of this Agreement.

Schedule A — Guidelines

  1. Influencers must disclose their connection to Bennie and/or a Hotel clearly and conspicuously toward the beginning of a post and not buried between other text or hashtags.
  2. The disclosure must be obviously visible to anyone who reads an Influencer's post, shall also include such disclosures in the content of a video post (verbal or written disclosure is acceptable as well as a written disclosure above the fold if such video lives on YouTube).
  3. A reader must not have to scroll or otherwise search for the disclosure.
  4. Influencer's product statements must reflect their honest opinions and experiences.
  5. Influencer may not make deceptive or misleading claims about a Hotel, its products or services (or a Hotel's competitors' products or services).
  6. Influencers may use only original material or material for which they have the written permission of the originator.
  7. Influencer must have a signed release for any individuals appearing in their work.
  8. Influencer may not use music unless all necessary clearances have been obtained.
  9. Influencer must follow the posting policy and terms of use of any site or Platform on which their content is posted.
  10. Influencer should familiarize themselves with the Federal Trade Commission's (“FTC”) publications and guidance on endorsements and testimonials in advertising, digital advertising disclosures, and native advertising.