eBay Influencer Network Provider Agreement

This eBay Influencer Network Provider Agreement (“Agreement”) is an agreement between eBay Inc.  (“eBay”) and you governing your Services (as defined below).  By clicking “I Accept” and applying to join the eBay Influencer Network, you accept the terms of this Agreement.   

For good and valuable consideration, you and eBay agree to the following:

  1. Term.  The term of this Agreement (the “Term”) begins on the later of the date you click the “I Accept” button or the date eBay approves your application to join the eBay Influencer Network. The Term shall continue until terminated under Section 10. 
  2. Your Services.
    1. General. During the Term, you shall create and publish content (such as guides, text articles, social media posts, images, video, etc.) (“Content”)  for, and supply Content to, eBay to be published on your website(s), blog(s), social media platforms, and/or eBay platforms (such as the ebay.com website, eBay mobile applications, and any platforms operated by any eBay affiliates, each domestic or international); drive traffic to such Content from your blog(s), website(s) or social media platforms; and perform any other work described in a Statement of Work (the “Services”).  The term “Statement of Work” means a written description of the Services and the terms and conditions (in addition to this Agreement) under which you shall perform the Services for eBay. 
    2. Content. Subject to eBay granting approval prior to publication, such Content shall endorse, promote, or describe eBay or the goods and services offered on or by eBay or its affiliates (together, the “eBay Products/Services”).
      1. Subject to Section 5(c), you will create and supply Content that is unique and original and has not been published previously.
      2. Content or posts shall be free of typos, incorrect grammar or nonfunctioning/dead links.
      3. Content shall be formatted according to requirements specified in the applicable Statement of Work.
    3. Driving Traffic. As indicated in the applicable Statement of Work, you shall provide links on your own blog(s), website(s) and social media channels that drive traffic to the Content. 
    4. Standards. At all times during your performance of the Services:
      1. You will act in a professional manner, in accordance with the highest standards in the industry for services similar to the Services performed by you.
      2. You will not act or engage in any practice or conduct that is in any manner detrimental to the reputation of eBay or the eBay Products/Services.
      3. You will not take any action that may harm the environment or endanger the health and safety of eBay employees or the public.
      4. You will not knowingly or recklessly make any false, misleading or disparaging remarks about eBay or eBay Products/Services.
      5. You will comply with all reasonable and lawful requests or directions of eBay.
      6. If applicable, you will disclose your relationship to eBay as described in Section 14 below.
      7. If applicable, to comply with FTC guidelines, you shall, as reasonably requested by eBay, furnish appropriate testimonial affidavits with respect to the eBay Products/Services.
      8. You shall comply with the Quality Guidelines attached hereto as Exhibit A and incorporated as part of this Agreement. 
  3. eBay’s Obligations.
    1. Payment. In full consideration of your Services, eBay’s use of Publicity Materials (as defined below) and Content, and other rights granted and obligations assumed by you hereunder, eBay agrees to pay you a mutually agreeable compensation amount, which shall be specified in the applicable Statement of Work. 
      1. Payment will be subject to verification and approval that you performed the Services in accord with this Agreement and the applicable Statement of Work.  If you fail to perform the Services fully during any calendar quarter, the corresponding quarterly payment may be reduced or withheld at eBay’s discretion. eBay shall issue all approved payments within 45 days of the end of each quarter, in the case of direct influencers, or within 45 days after eBay’s receipt of your invoice, in the case of content communities or premium publishers.
      2. All travel expenses must be approved in advance in writing by eBay to be eligible for reimbursement. If approved, a copy of all travel receipts must be submitted to eBay for review and reimbursement.
    2. Agency. eBay may engage an agency to perform eBay’s responsibilities under this Agreement (“Agency”). Insofar as Agency is acting as eBay’s agent, you agree to cooperate with Agency as if it were eBay. 
  4.  Use of Publicity Materials.
    1. You grant to eBay a non-exclusive, worldwide, revocable, royalty-free, sublicensable (through multiple tiers) right to copy, display, distribute and otherwise use your name, signature, and likeness (collectively, your “Likeness”), and your domain names, trademarks and logos (collectively, your “Marks”) to promote the Content and your relationship with eBay in perpetuity. Together, the Likeness and Marks shall be referred to herein as “Publicity Materials.”
    2. You agree that eBay may use your Publicity Materials under this Agreement in whole or in part and may alter them, provided their general sense is not changed.
    3. You may revoke eBay’s right to use your Publicity Materials upon 90 days’ written notice.
    4. You acknowledge and agree that Publicity Materials that eBay distributes to third parties or on third party platforms may be retained by those third parties and made available by them indefinitely. You agree that eBay shall have no obligation or responsibility with respect to such Publicity Material in a third party’s custody or control.
    5. You agree that you shall have no right to review Publicity Materials before eBay uses them. You irrevocably release and forever discharge eBay, and its directors, officers, employees, shareholders, affiliates, successors and assigns from all actions, causes of action, suits, claims and demands whatsoever which you may have against any of them that are related to use of Publicity Materials in accordance with this Agreement.
  5.  Ownership.
    1. Content. All Content that you create for eBay under this contract, and all intellectual property rights therein that can be assigned to eBay, shall be and remain eBay’s property. The foregoing notwithstanding, this Agreement does not affect ownership of your Publicity Materials, and the intellectual property rights in your Publicity Materials. Any copyrightable Content created hereunder that is a contribution to a collective work, part of an audiovisual work, a compilation, or a supplementary work shall be a work made for hire under U.S. copyright law and you shall retain no ownership rights in or to that Content. You agree that you are not an employee of eBay. If any of the Content created pursuant to this Agreement is not a work made for hire, you hereby assign and agree to assign all right, title and interest to that Content to eBay. You agree to execute any additional documents that eBay may so require to effect the intention of this Section 5. To the extent the Content is not assignable, you grant eBay a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise any and all copyright, publicity, trademarks, database rights and other intellectual property rights you have in the Content, in any media known now or developed in the future, subject to the limitations (stated above) on eBay’s ability to use your Publicity Materials. Further, to the fullest extent permitted under applicable law, you waive your moral rights and promise not to assert such rights or any other intellectual property or publicity rights against eBay, its sub-licensees, or its assignees, with respect to eBay’s use of Content that is not in breach of this Agreement.
    2. eBay Materials. All eBay copyrighted materials, trademarks, service marks, etc. shall remain the property of eBay, and eBay grants you a limited, revocable right throughout the Term to use its copyrighted materials, trademarks and service marks, only to the extent expressly permitted herein or otherwise by eBay in writing.
    3. Images and Videos. Images and videos provided by you for Content may be used on your own blog(s), website(s) or social media platforms, but may not be featured on a competitor’s site as described in Section 8(b) below.
  6. Takedown and Removal
    1. eBay may for any reason remove Content or Publicity Materials from its platforms and other media and may require you to remove Content or Publicity Materials from any form of media under your control (i.e. your websites, blogs, social media platforms, etc).
    2. You must, upon eBay’s demand, remove Content, references to Content or references to eBay from any form of media under your control within 24 hours.
    3. eBay reserves the right to exclude you from the Influencer Network permanently if you remove any Content from the eBay platforms that is already or will be paid for by eBay. This provision does not apply if such removal was requested by eBay.
  7. Confidentiality. You shall not disclose any of eBay’s confidential information without eBay’s prior written consent. Such information shall include the financial terms and other information about your Services.
  8. Conflicts of Interest; Exclusivity.
    1. Prior to accepting any Statement of Work, you will disclose any conflict of interest (e.g., if you are working on a similar program for a competing brand or are an employee of a competing brand).
    2. Notwithstanding your obligations under Section 2(c) and subject to Section 5(c), during the Term, you shall not copy, in full or in part, any Content created for eBay on any third party platforms that offer services, products or brands that are competitive to the eBay Products/Services, such as Amazon, Walmart, Target or Best Buy.
  9. Representations, Warranties and Covenants. You represent, warrant and covenant that, throughout the Term:
    1. If you are an individual, you are 18 years of age or older.
    2. You have the right and authority to enter into this Agreement, and to provide the Services, without violating the rights of any third party.
    3. You are the sole owner of or have all rights and authority necessary to convey the licenses granted under this Agreement.
    4. (i) Your provision of Content to eBay; (ii) your causing Content to be posted on your, eBay’s, or its sublicensees’ website(s), blog(s), social media platforms, and/or other media platforms; and (iii) use of any such Content, or derivatives thereof, by eBay, its users, or others in contract with eBay will not infringe any rights, including intellectual property rights, of any third party.
    5. You will comply with all applicable laws, regulations, orders and ordinances in rendering the Services.
    6. The Services you provide to eBay will not violate any terms of use of any third party platforms that host your blog(s), website(s) or social media channels.
  10. Termination; Survival.
    1. Right of Termination. Either party shall have the right for any reason, upon written notice to the other, to terminate this Agreement immediately.
    2. Survival. The following sections of the Agreement survive termination: 4, 5, 6, 7, 10(b), 10(c), 11, 12, 16, and 17.
    3. Effect of Termination.
      1. eBay shall only be obligated to pay you for Services rendered prior to the effective date of termination, and you will promptly reimburse eBay for an prepaid amounts in respect of Services to be performed after the effective date of termination.
      2. After the effective date of termination, you shall not remove Content, references to Content or references to eBay from any form of media under your control unless requested by eBay.

  11. Indemnification.
    1. You shall defend, indemnify and hold harmless eBay, and its directors, officers and employees, from and against any and all damages, costs, judgments, penalties and expenses of any kind (including reasonable attorney fees and costs) arising out of any action or proceeding by any third party based upon: (i) your breach of this Agreement; (ii) any Content, information, work product or material supplied by you to eBay; (iii) the infringement of the rights of any person or entity related to the use of any Content or Publicity Materials under this Agreement; or (iv) your gross negligence, fraud or willful misconduct.
    2. You will give eBay prompt written notice of any claim that any Content or Publicity Material infringes the rights of a third party.
  12. LIMITATION OF LIABILITY.
    1. SUBJECT TO SECTION 12(C), EACH PARTY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE RECOVERY OF SUCH PARTY’S DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OWED BY EBAY FOR THE SERVICES PURSUANT TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. SUBJECT TO SECTION 12(C), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OF THE OTHER PARTY OR OF ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF SAVINGS, LOST DATA, AND LOST PROFITS, REGARDLESS OF THE CAUSE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    3. THE LIMITATIONS IN SECTIONS 12(A) and 12(B) SHALL NOT APPLY TO ANY CLAIM THAT IS SUBJECT TO CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.
  13. Independent Contractor Status. In performing the Services, you shall operate as, and have the status of, an independent contractor and shall not act as or be an agent or employee of eBay.
  14. Disclosure of Relationship.
    1. Any links or posts provided on your own blog(s), website(s) or social media channels shall comply with FTC requirements, which include disclosing your relationship with eBay and anything you received in conjunction with the campaign using the language provided with each campaign.
    2. Other than in performing the Services, you shall not communicate publicly about eBay without eBay’s prior permission. Other than in performing the Services, you shall not communicate privately about eBay if your communication is reasonably likely to be distributed publicly (as by a journalist).
    3. You shall not use any of eBay’s logos, trademarks or trade names without eBay’s prior written consent, except as otherwise contemplated herein.
    4. In performing the Services, if you are asked to speak in an editorial or expert capacity (including through live appearances or through any media) in any situation in which it is not obvious that you are acting on behalf of eBay, you will use your best efforts to follow the training provided by eBay and, when speaking about or referring to the any eBay Products/Services, directly or indirectly, you will disclose your relationship with eBay.
  15. Force Majeure. Neither party shall be liable to the other for performance that is prevented, rendered impossible or infeasible caused by events outside of its reasonable control, including war, civil unrest, fire, earthquake or other natural disaster; provided that the party affected by such force majeure event provides prompt notice of it to the other party and uses reasonable efforts to overcome its effects. The Services affected by the force majeure event may, at eBay’s option, be rescheduled during the Term or cancelled by eBay, and your compensation shall be reduced accordingly as reasonably determined by eBay.
  16. Governing Law; Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The Parties consent to the jurisdiction of all federal and state courts in California, and agree that venue shall lie exclusively in Santa Clara County, California.
  17. Entire Agreement. This Agreement represents the entire agreement between the parties concerning the subject matter herein. This Agreement may only be modified or assigned by you by a written document signed by both parties. To the extent that you are engaging with eBay in ways other than in the provision of Services, the eBay User Agreement and Privacy Policy shall apply.
  18. Third Party Beneficiaries. The parties acknowledge and agree that any Agency engaged by eBay to interact with you is a third party beneficiary to this Agreement.
  19. Independent Legal Advice. You acknowledge that you are aware that you have the right to obtain independent legal advice before signing this Agreement. You acknowledge and agree that either such advice has been obtained or that you do not wish to seek or obtain such independent legal advice. You further acknowledge and agree that you have read this Agreement and fully understand the terms of this Agreement and further agree that all such terms are reasonable and that your acceptance of this Agreement is strictly voluntarily and without duress.
  20. Modification of Termst. eBay reserves the right, in its sole discretion, to amend the terms contained in this Agreement at any time (with or without notice). Please check this Agreement periodically for changes. Your continued participation in the eBay Influencer Network, and/or acceptance of any Statement of Work following the effective date of any such amendment, shall constitute your acceptance of and agreement to any amended terms.

 

 

EXHIBIT A

Quality Guidelines

eBay embraces diversity and expression in all blogs, websites and social media accounts; however eBay declines to partner with any influencers whose Content, blogs, websites or social media channels contain “unacceptable content.” We define unacceptable content as anything included or linked that:

We hope that you appreciate the need for these guidelines and understand why we put them in place. By clarifying our goals for working together we will be able to offer you more exciting and diverse programs. We love having you as part of the eBay Influencer Network and look forward to working with you!

If you have any questions about our eBay Influencer Quality Guidelines, please email ebayinfluencer@ebay.com.

 

Last updated October 24, 2017.

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