GENERAL TERMS AND CONDITIONS
1. Parties. This Agreement is between Logitech and the individual (“Influencer”) described in this Logitech G Partner Program Acknowledgement Form. Influencer represents and warrants they are of majority age in their place of residence with the necessary power and authority to enter into this Agreement and to fulfill the obligations herein, and the right to grant the endorsement, publicity, and other rights and licenses hereunder.
2. Definitions. As used herein:
“Affiliates” means any entity which is controlled by, controls or is under common control of Logitech, where “control” means the direct or indirect ownership of more than fifty percent of the entity’s voting interests.
“Deliverables” means all endorsement services and activities and all advertising, marketing and promotional materials and content created solely by Influencer under this Agreement, excluding any Logitech Materials (as defined in Section 7) to the extent contained therein.
“Influencer Endorsement” means (whether digital or otherwise) Influencer’s name, nickname, persona, character or characterization, initials, logo, trademark, voice, photograph, film, video or new media portrayal, actual, simulated or drawn likeness, image, tattoo, biographical or historical information, any material provided by or statement made (whether oral or written) by Influencer, and any other means of endorsement used or usable by Influencer.
“Products” means any computer or gaming equipment and accessories, including but not limited to keyboards, mice, webcams, microphones, headphones/headsets, lights, mousepads, cloud devices, simulation equipment, controllers, gaming chairs and software, and any other products that Logitech may develop, manufacture, distribute, advertise, market or sell during the Term.
“Term” means the period from the date you agree to these terms and conditions until this Agreement is terminated by either party under Section 12.
3. Mandatory Public Disclosure. It is legally mandatory that brands and influencers follow FTC endorsement guidelines or equivalent as applicable in their respective countries. You must always clearly disclose Your working relationship with Logitech in each social post or other content Deliverable. Some examples include:
Sponsorship hashtags such as #ad or #sponsored and #LogitechGPartner
Clear language such as “I partnered with Logitech G”
4. Obligations of Influencer. During the Term, You agree to participate in the Partner Program as set forth in this Agreement and use best efforts to promote and support the Logitech brand and Logitech Products in a positive, professional and ethical manner (provided that the foregoing is always subject to your obligations under applicable laws and regulations to provide honest opinions about products, etc.) via targeted social channels and other persons participating in the Partner Program. You agree to post, tweet or mention the Logitech brand and/or Logitech Products in accordance with the Brand Guidelines and the terms of this Agreement, and act in accordance with Logitech’s Code of Conduct, attached hereto as Exhibit B. For the sake of clarity, Influencer’s obligation to comply with Logitech’s Code of Conduct is a material term of this Agreement.
All Deliverables shall be original, and Influencer shall provide all Deliverables to Logitech fully cleared by: (a) delivering each Deliverable to Logitech in accordance with the timelines set forth herein; (b) obtaining a signed license, permission, waiver, and consent from all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Deliverable, including but not limited to those related to any individuals, products, businesses, assets, images, copy, logos, trademarks, or other third-party materials or intellectual property contained in any Deliverable (each, a "Permission") to allow Logitech and its Affiliates to exercise its rights to each Deliverable; and (c) provide Logitech with an executed copy of each such Permission. Influencer shall defend, indemnify, and hold harmless Logitech and its Affiliates from and against any and all claims arising out of or related to any breach by Influencer of this Agreement (including this Section 4), or any use by Logitech or its Affiliates of the Deliverables in accordance with this Agreement.
5. Compensation. Influencer will be compensated through Logitech’s current Affiliate Marketing System (Impact Radius, Astound, or any other one as decided by Logitech from time to time) an affiliate marketing commission between a 5% (minimum) and 10% (maximum) of total revenue (gross) generated through the current Affiliate Marketing System from sales directed to the Logitech websites. The percentage shall be determined based on a multi-variable attribution system.
6. License Grant and Publicity Release.
During the Term, You hereby grant to Logitech and its Affiliates a transferable, sublicensable, non-exclusive, irrevocable, fully paid up, royalty-free right and license to use (and permit it and their respective retail and media partners to use), in any media worldwide in connection with the development, production, exhibition, operation, marketing, advertising, promotion, distribution and sale of Logitech’s and its Affiliates’ brands, products and services: (i) the Deliverables; and (ii) the Influencer Endorsement, whether as contained within the Deliverables or otherwise in connection with Logitech’s permitted use of any of the Deliverables or other materials containing the Influencer Endorsement. Logitech and its Affiliates shall have the right to edit, re-format, or otherwise modify the Deliverables or other materials containing the Influencer Endorsement (e.g., create cutdowns) solely for the purpose of formatting or versioning such content for use in applicable media or as otherwise permitted hereunder, but will use good faith efforts to ensure that exercise of such rights will not cause any language or content to be used out of context.
As used herein, to “use” shall include the right to display, reproduce, publicly perform, distribute and prepare derivative works.
You hereby agree for Yourself and Your successors and assigns to not sue Logitech, and to release, waive, discharge, absolve, and to hold Logitech harmless from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever arising out of or in connection with Logitech’s use of the Influencer Endorsement, the Deliverables, or any materials based or derived therefrom (collectively, the “Influencer Content”) including, without limitation, any and all claims of copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limitation of the foregoing, in no event will You be entitled to, and You waive any right to, enjoin, restrain or interfere with use of the Influencer Content or the exploitation of any of Logitech’s rights as provided herein. The license grants and publicity release include all moral rights, rights of publicity and other rights included in or associated with the Deliverables. All rights not granted to Logitech and its Affiliates hereunder are reserved by Influencer.
Notwithstanding the foregoing, you agree that Logitech (and the others authorized hereunder) shall have the right to use the Deliverables and the Influencer Endorsement in any materials that are in use as of the effective date of any expiration or termination of this Agreement for an additional period of 180 days. Further, Logitech (and the others authorized hereunder) shall have the perpetual right to (i) use the Deliverables and any other materials that contain the Influencer Endorsement for non-public, internal, historical, or non-consumer facing archival purposes, in corporate documents (including but not limited to annual reports and training materials) and for investor related purposes; and (ii) maintain the Deliverables or other content that contains the Influencer Endorsement (a) on its social media channels and other digital platforms (and any respective archives of such media), provided that such content was placed on such media during the Term and is not amplified or refreshed after the Term.
7. Ownership. This Agreement only grants you a limited right to the use of Logitech's marks or other intellectual property, and any other materials or content created by, or provided to you by (or on behalf of), Logitech (collectively, "Logitech Materials") during the Term for the sole purpose of performing your obligations under this Agreement and solely as approved by Logitech in writing. Logitech reserves all rights in the Logitech Materials. Except for any Logitech Materials, you will be the sole and exclusive owner of the Influencer Endorsement and the Deliverables and any intellectual property rights in them immediately from their creation. Influencer agrees to notify Logitech immediately in the event Influencer becomes aware of any dilution or infringement of Logitech Materials by any third party.
8. Confidentiality. At all times during the Term and thereafter, You must maintain as confidential the terms and conditions of this Agreement and all information either designated proprietary or confidential by Logitech or that a reasonable person would understand to be confidential under the circumstances, and exercise at least a reasonable degree of care to prevent improper disclosure by You or Your agents, representatives, and/or consultants. You may use Confidential Information solely during the Term and solely for purposes of performing Your obligations under this Agreement.
9. Privacy. You expressly consent to the use and disclosure of personally identifiable information and other data and information as described in Logitech’s then-current privacy policy (the “Privacy Policy”). In addition, You acknowledge and agree that Logitech may disclose all information about You and that You may provide under this Agreement.
10. LIMITATION OF LIABILITY. Any termination of this Agreement will be without prejudice to any other right or remedy of either party. IN NO EVENT WILL LOGITECH (OR ITS AGENCY, IF APPLICABLE) BE LIABLE TO YOU FOR LOST PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF LOGITECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THIS LIMITATION OF LIABILITY.
11. Representations and Warranties. Influencer represents, warrants and covenants that: (i) Influencer is free to enter into this Agreement and to perform its obligations contemplated under this Agreement; (ii) Influencer is the sole owner of all promotional, endorsement and licensing rights granted to Logitech under this Agreement; (iv) Influencer shall not at any time during or after the Term of this Agreement disparage in any manner Logitech, its Affiliates or their respective Products; and (v) any statement made by Influencer in connection with the services and Deliverables hereunder is a true reflection of Influencer’s beliefs, findings or opinions.
12. Miscellaneous.
At all times during the Term, Your relationship to Logitech will be that of an independent contractor. Logitech will have no control over the manner of performance of Your services and Deliverables, except as expressly provided in this Agreement. You will not be, or be deemed to be, a partner, franchisee, or agent of Logitech for any purpose whatsoever. You will have no authority to obligate Logitech legally in any way, and You will not represent otherwise to any third party. In no event will You be entitled to any employment benefits from Logitech.
During the term of this Agreement, You are authorized to promote and advertise Yourself as a Logitech "Influencer" for Logitech Products, or such other designation expressly approved in writing by Logitech.
You agree to defend, indemnify and hold Logitech harmless from and against any claims, damages, costs, liabilities, or expenses (including but not limited to court costs and fees of attorneys and other professionals) arising out of (i) Your breach of any obligations under this Agreement, (ii) any breach or alleged breach of Your representations and warranties; (iii) Your breach of any third-party intellectual property rights by the Deliverables and/or Influencer Content; and (iv) Your negligence or willful misconduct.
You agree to always comply with applicable laws and regulations in the performance of this Agreement.
Either party may terminate this Agreement for the other party’s breach which is not cured (if curable) within ten (10) days after written notice from the non-breaching party. Logitech may terminate this Agreement, effective upon notice, at any time and for any reason by written notice to the Influencer.
Logitech may assign this Agreement or any of its rights or obligations hereunder to its Affiliates, and in such event, Logitech successors and/or assigns shall be entitled to all rights granted under and by virtue of this Agreement.
This Agreement, including any amendment, waiver or modification hereto, may be executed by original, facsimile or electronic signature in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
This Agreement constitutes the entire agreement between the parties and cannot be modified except in writing (which may be executed by original, facsimile or electronic signature) signed by both parties.
This Agreement shall be exclusively governed by and interpreted in accordance with the laws of the State of California.
To the extent, if any, that you have access to any of our or our customers’ or employees’ personal data, systems or confidential information, you shall comply with applicable privacy laws and regulations in connection therewith.
