Sponsored Content Submission Agreement
Sponsored Content Submission Agreement
General Terms & Conditions
Hostel Management International, LLC (“Company”) is a California limited liability company that owns and operates the website: www.hostelmanagement.com (“Website”). This Submission Agreement (“Agreement”) states the general terms and conditions under which either you or Company shall provide content, in the form of a “blog”-style sponsored content article (“Submission”), posted on the Website. By executing and submitting an “Insertion Order” with Company, you hereby accept and agree to the terms of this Agreement along with the terms specified in the Insertion Order. Company hereby reserves the right to alter this Agreement at its sole discretion and without notice. The most current version of this Agreement may be found at www/hostelmanagement.com/sponsored-content.
1. Term. The term of this Agreement (“Term”) will commence on the date set forth in the Insertion Order and continue in full force and effect thereafter unless and until terminated pursuant to § 2.
2. Termination.
2.01. Termination for Convenience. Either party may terminate this Agreement upon five (5) days written notice to the other party.
2.02. Company Right to Terminate. Company may terminate this Agreement immediately and upon written notice if you at any time (i) breach any of the terms or conditions of this Agreement; (ii) breach any warranty or representation contained in this Agreement; and/or (iii) fail to perform fully any of your duties or obligations as set forth herein.
2.03. Termination on Occurrence of Stated Events. This Agreement will terminate automatically on the occurrence of any of the following events: (i) bankruptcy or insolvency of either party; (ii) when there is reasonable evidence that a party is no longer in business; and/or (iii) death of either party.
2.04. Effect of Termination.
a. In the event that Company terminates this Agreement for convenience (see, § 3(a), above) and it has been less than two (2) years since the commencement of the Term, Company shall refund you an amount equal to seventy percent (70%) of the sponsored content submission fee set forth in the applicable Insertion Order. If Company terminates this Agreement for convenience more than two (2) years after commencement of the Term there shall be no refund owed to you. After removing the Submission from the Website and providing you with the stated refund, if any, all obligations of either party shall cease and the Agreement shall terminate, subject to the survival of those terms listed in § 2.05, below
b. In the event that you terminate this Agreement or Company terminates this Agreement for any reason other than for convenience, the Submission shall be removed from the Website and all obligations of either party shall cease and the Agreement shall terminate, subject to the survival of those terms listed in § 2,05, below.
2.05. Survival. §§ 3.01(c), 7, 8 and 9 shall survive Termination of this Agreement.
3. Submission.
3.01. Submission by Company. In the event that you elect to have Company draft your Submission, you agree to the following:
a. General Standard. You will provide Company or its representatives, with complete truthful and accurate information necessary to create your Submission in a timely manner. You acknowledge that your cooperation is necessary in order to create your Submission; any action on you part which delays or otherwise impedes the ability of Company to create your Submission shall not be considered a breach of this Agreement on the part of Company.
b. Company Obligation. Company shall draft your Submission in a professional and timely manner in accordance with generally accepted industry standards. Company shall, at all times, determine the means and the manner in which it or its representatives draft the Submission. The foregoing notwithstanding, you shall have the right to approve the Submission for errors and omissions, but under no circumstances shall you have the right to demand any re-writes or request a refund once your Submission has been drafted.
c. Ownership. Company shall own all rights to any Submission created by it or its representatives for you, including without limitation any copyright rights therein. You shall have no right to use of the Submission created by Company without the express written consent of Company. In the event that any Third-Party Materials (defined below) are used in connection with the Submission you shall remain responsible for any license or payments therewith in accordance with the terms of § 5.02, below.
3.02. Submission by You. Should you choose to submit your own Submission to Company you agree to the following:
a. General Standard. Your Submission shall comply with the general details set forth in the Insertion Order and shall be drafted in accordance with generally accepted industry standards. Specifically, your Submission may not be a “product review” or contain any information which violates any Federal Trade Commission (“FTC”) rules regarding advertising.
b. Your Original Work. You warrant and represent that the Submission provided to Company is original. To the extent that he submission contains content that is not original to you, you warrant and represent that you have written permission to use such content in connection with the Submission as set forth in § 5.02, below. You further expressly represent and warrant that the Submission (a) does not infringe on the rights of any third party or any rights of publicity or privacy; (b) does not violate any law, statute, ordinance, or regulation; and (c) is not defamatory, trade libelous, unlawfully threatening, or unlawfully harassing.
c. FTC Compliance. The FTC has promulgated rules which govern what online marketers can and cannot say in the course of marketing or endorsing a product, or writing a Submission to those effects. You warrant and represent to maintain compliance with all FTC rules, regulations and guidelines with respect to your Submission, and hereby agree to disclose within your Submission that you paid to have the content published on the Website. Further, Company has the right to modify your Submission to include any disclosures and/or disclaimers that, in Company’s sole discretion, it believes are necessary.
d. Equipment and Material. Unless otherwise agreed to by the parties in writing, you shall be responsible for all materials, equipment, copies, media, etc. necessary to create and provide the Submission.
e. Non-Disparagement. You shall create and provide the Submission in a manner that reflects favorably on Company, its Website, and its customers. In connection with this obligation, you agree to act at all times with due regard to public morals and conventions and in accordance with all applicable laws, rules, and regulations as well as any applicable rules or requirements of professional associations and organizations. Moreover, you will not engage in any deceptive, misleading, or unethical practices and shall make no false or misleading statements which might tend to place Company (including, without limitation, Company’s managers, officers, directors, and employees) or Company’s Website in a false light. If at any time you commit any act which amounts to a felony or a misdemeanor under federal, state, or local laws or harms, tarnishes, or damage Company or the business conducted by it, Company shall have the right to terminate this Agreement for breach immediately simply by providing written notice to you.
f. Company reserves the right to reject or modify (i.e. edit, redact or change) any Submission which, in its sole discretion, does not meet the standards of Company or its Website. In the event that Company rejects a Submission prior to publication on the Website, Company shall refund you the full amount of the sponsored content submission fee set forth in the Insertion Order.
4. Payment. You agree to pay Company the sponsored content submission fee as set forth in in the Insertion Order. All fees are payable in advance of publication of the Submission and are non-refundable except as expressly stated in this Agreement.
5. Rights Granted.
5.01. License (Submission Provided by You). In the event you provide Company with the Submission (see, § 3.02) you hereby grant to Company an exclusive, transferable, sub-licenseabble, world-wide, royalty-free right and license during the Term of this Agreement to use the Submission. The right to “Use” shall be as expressly directed by Company and may include the right to reproduce, modify, and create derivative works of the Submission, but in all cases only as necessary with respect to and in furtherance of creating and providing the Submission. Further, the exclusivity shall expressly include the exclusive right to any use of the Submission on the internet in any form or format now known or in the future created. Nothing in this Agreement shall convey to Company any further rights, title, or interest in and to the Submission or any of your other interests, licenses, or rights and nothing herein shall be construed as granting to Company any copyright in the Submission. Any use by you of Company’s trademarks, trade names, service marks, domain names, or logos shall only be with Company’s prior written permission and only be in accordance with Company’s then current trademark usage practices and any quality control measures, which Company may communicate to you from time to time. The use of Company’s trademarks by you and all goodwill attendant thereto shall inure exclusively to the benefit of Company.
5.02. Use of Third-Party Materials. You shall receive the prior written consent of Company before utilizing any third-party software, hardware, materials, or information (“Third-Party Materials”) incorporated into or provided with the Submission whether said Submission is provided by you or created by Company. Moreover, you shall notify Company of any Third-Party Materials to be incorporated into the Submission including, without limitation, any Third-Party Materials for which you are required to execute a separate license agreement with a third party. Under no circumstances shall Company be liable for any payments or the execution of any agreements necessary for incorporation of Third-Party Materials into the Submission (whether or not the Submission is created by you or by Company). You shall be solely responsible and liable for obtaining any and all necessary rights to any Third-Party Materials utilized in the Submission.
6. Representations and Warranties. Both parties hereby represent and warrant that: (a) they have the legal right and authority to enter into this Agreement; and (b) they shall perform their duties fully and to the best of their abilities. You further warrant and represent that (i) your performance and the rights granted to Company hereunder shall not conflict with or violate any commitment or agreement you have to any other person or entity hereunder or the full enjoyment by Company of the rights herein granted; and (ii) the materials provided by you shall not violate any law nor infringe upon nor violate any rights of any person, firm, corporation or entity including, but not limited to, the right of privacy, right of publicity, or the right against libel or slander.
7. Indemnification. You agree, at you sole expense, to indemnify, defend, and hold harmless Company and Company’s respective affiliates, officers, directors, shareholders, representatives, successors, assigns, employees, agents, distributors, and licensees from and against any judgment, action, losses, deficiencies, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with or arising from any claim, suit, action or proceeding brought against Company and/or Company’s respective affiliates, officers, directors, shareholders, representatives, successors, assigns, employees, agents, distributors, or licensees out of or relating to: (i) a breach by you of any representation or warranty contained in this Agreement; or (ii) any damage or injury to any person or property arising out of or relating in any way, directly or indirectly, to your breach of this Agreement.
8. No Guarantee
8.01. No Particular Results. You agree and acknowledge that Company cannot guarantee any particular results with regard to your Submission.
8.02. EXECPT AS EXPRESSLY STATED IN THIS AGREEMENT EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
8.03. LIMITATIONS ON LIABILITY. EXCEPT WITH RESPECT TO BREACHES OF SECTION 3.01 (c), 3.02 AND 5 AND YOUR INDEMNITY OBLIGATION UNDER SECTIONS 7, LIABILITY SHALL BE CONFINED TO ACTUAL DAMAGES AND IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND.
9. General Provisions.
9.01. No Agency. Nothing herein shall make either party the agent of the other for any purpose whatsoever. The parties are independent of each other and this Agreement does not create the relationship of partnership, principal-agent, employer-employee or joint venture between you and Company. Neither party shall have the right or authority to act for or on behalf of the other party, except as is otherwise provided herein.
9.02. No Waiver. Except as otherwise provided herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law: (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by a party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by such party; (ii) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.
9.03. Headings. The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
9.04. Notices. All Notices and other communications hereunder will be in writing and will be deemed given when received if delivered personally or mailed by registered or certified mail (return receipt requested) or sent by recognized overnight delivery service, return receipt requested, to the parties at the following addresses (or at such other address for a party as will be specified by like notice):
a. If to Company
Hostel Management International, LLC
730 Commercial Street
San Francisco, CA 94108, USA
b. If to Sponsor:
To the address provided on the Sponsored Content Insertion Order
9.05. Severability. If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and effect.
9.06. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to choice of law. Each party hereby agrees that any dispute or action arising out of or relating to this Agreement shall be commenced only in the state or federal courts located in San Francisco County, California. Each party hereby consents and irrevocably submits to the exclusive jurisdiction of such courts for any such dispute or action, and waives any objections to such courts based on venue or the doctrine of forum non conveniens.
9.07. Assignment. You may not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Company. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the successors and permitted assigns of the parties. Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement, except such rights as will inure to a successor or permitted assignee pursuant to this § 9.07.
9.08. Merger. This Agreement is the entire agreement between the parties hereto, and replaces any and all prior negotiations, representations, or agreements between the parties, whether oral, electronic, or written, pertaining to the managerial relationship outlined herein. The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement.
Revised: May 16, 2018 - (new mailing address)