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Memorandum of Agreement


 

THIS MEMORANDUM OF AGREEMENT is made on the date of submission BETWEEN Comms8 Limited, incorporated and registered in UK with company number 09084239 whose registered office is at Unit 4.4 Islington Studio, London N19 4NF, UK (hereinafter referred to as “the Company”) of the one part, AND the Submitter (hereinafter referred to as “the MCN”) of the other part.

 

I. WHEREAS -

  1. The Company is the registered owner and trademark holder of InfluenConnect, which is a SaaS search engine platform (https://www.influenconnect.com/) (hereinafter referred to as “InfluenConnect”) for searching for content creators /Influencers/ KOLs around the world;

  2. the MCN has sought from the Company’s permission to list, update, post and maintain profile(s) for its content creators (hereinafter referred to as “the Identified Influencers”) through InfluenConnect for the purpose of brand collaboration; and

  3. in consideration of the MCN entering into this Agreement and in consideration of the payment of commission at the rate and percentage hereinafter mentioned the Company has agreed to grant to the MCN the rights and liberties hereinafter mentioned.

 

II. NOW THIS INDENTURE WITNESSETH that in pursuance of the said agreement and in consideration of the payment of the commission at the rate and percentage hereinafter mentioned and of the covenants and stipulations hereinafter contained and on the part of the MCN to be done and performed the Company HEREBY GRANTS unto the MCN the following rights and liberties :

 

  1. Full right and liberty to launch and list the profile(s) of the  Identified Influencers through InfluenConnect, which is available for InfluenConnect subscribers;

  2. Full right and liberty for the MCN, its employees, and agents to launch and list the profile(s) of the Identified Influencers through InfluenConnect, which is available for searching to InfluenConnect users.

 

TO HOLD the said rights and liberties unto the MCN for an initial term of two years and thereafter quarterly commencing from the date of this Agreement subject to such earlier termination as is hereinafter provided.

 

III. The said rights and liberties are granted subject to the following conditions and the MCN HEREBY COVENANTS with the Company that :

 

  1. The MCN shall at his own expense to prepare and design the profile(s) of the Identified Influencers with the consent from the Identified Influencers that their profile and images will be searchable on InfluenConnect, and ensure that the profile(s) to be used shall in all respects in compliance with the InfluenConnect Terms of Use and in all respects to the satisfaction of the Company;

  2. The MCN warrants that they shall adequate compliance in the actual, accurate and up-to-date relationship between the MCN and Identified Influencers; and serves as the primary point of contact between the Identified Influencers and InfluenConnect, facilitating effective communication and coordination for campaign setups;

  3. The MCN agrees to pay and/or commission to the Company for any bookings they facilitate through InfluenConnect in the following manner:-

  4. Commission: 15% of the transactions or deals made between brands and the Identified Influencers through InfluenConnect.

  5. Insofar as the A-list talent is concerned, the MCN acknowledges that the Company shall handle the booking between the brand and the Identified Influencer(s).  For non-a list talent, the MCN shall engage with the client throughout InfluenConnect directly, unless the Company is requested to assist with booking, and the MCN shall be solely liable for those bookings handled by him and the Company shall not be liable to the MCN and the client for any loss or damage thereby occasioned.

  6. InfluenConnect is served as an affiliate for business introduction to the MCN, the Company does not involve in any commercial, legal, statutory or finance liability and cost between the MCN and the client.

  7. The MCN shall provide up-to-date information about the Identified Influencers, including but not limited to pricing and contact details, to the Company and ensure that the information contained therein are accurate and true, and actively report any change to the information of Identified Influencer to the Company as soon as possible;

  8. The MCN shall at his best endeavours to ensure that the influencers they represent are vetted for quality, authenticity, and alignment with potential brand values and campaign goals, and oversee the content produced by their influencers to maintain a standard of quality and adherence to brand guidelines when participating in campaigns;

  9. The MCN shall at his best endeavours to ensure that the influencers they represent have complied with all relevant act, laws and regulations, and manage contractual agreements and actively flag to the Company for removing any influencers who break law or conduct unlawful activities;

  10. The MCN shall use its best endeavours to encourage and facilitate smooth business relationships between the Company and the Identified Influencers, and shall not disclose the arrangement with any third parties without the prior written consent of the Company;

  11. The MCN shall be able to amend the information via regular update of database, 

  12. To avoid any doubt, the partnership does not grant MCN the right to access to the InfluenConnect platform as a paid user or administrator;

  13. The MCN shall at all times take such precautions as may be necessary to prevent any damage to InfluenConnect a result of the use of the InfluenConnect platform;

  14. The MCN shall at all times keep the Company its officers and workmen indemnified from and against all liability and all claims demands actions or other proceedings of whatsoever nature arising out of or in connection with anything done or omitted to be done by the MCN his employees and agents in respect of the use of InfluenConnect;

  15. Except with the prior written consent of the Company, the MCN shall not use or suffer or allow to be used InfluenConnect or any part thereof for advertising or for the display of any signs notices or posters whatsoever;

  16. The MCN shall pay and discharge all existing and future rates taxes assessments duties and out-goings whatsoever which are now or during the continuance of the rights and liberties hereby granted shall be imposed assessed or charged upon or in consequence of the rights and liberties hereby granted or upon the MCN in respect thereof;

  17. The MCN shall not assign alienate or otherwise dispose of the InfluenConnect platform or any part thereof or any interest therein or any of the rights and liberties hereby granted or enter into any agreement so to do in respect of the use of InfluenConnect.

 

IV. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows :

 

  1. If there shall be any breach non-performance or non-observance on the part of the MCN of any of the conditions or stipulations herein contained then the rights and liberties hereby granted shall cease and forthwith be determined but without prejudice to any rights of action by the Company in respect of any antecedent breach of the said conditions or stipulations and the MCN shall not be entitled to any payment or compensation whatsoever whether in respect of the use of InfluenConnect or otherwise;

  2. If determined by the Company or for any other commercial purpose whatsoever (as to which the decision of the Company shall be conclusive) it shall be reasonable for the Company upon giving to the MCN not less than 3 calendar months’ notice in writing for the termination of the rights and liberties hereby granted;

  3. Any notice which is required to be served on the MCN under the terms of this Agreement shall be deemed to have been duly served if it has been despatched by ordinary post addressed to the MCN at his registered office/last known address;

  4. The expression “MCN” shall in this Agreement include the person/company entering into and executing this Agreement and where the context so admits or requires his executors administrators and assigns and in the case of a corporation its successors and assigns.  Where the context so admits or requires words importing the masculine gender shall be deemed to include females and corporations, and words in the singular shall be deemed to include the plural;

  5. Notwithstanding any other provisions of this Agreement including any provision which purports to confer a benefit on a person who is not a party to this Agreement, this Agreement is not intended to and does not give any person who is not a party to this Agreement any right to enforce any provisions of this Agreement under the Contracts (Rights of Third Parties) Act 1999, and a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provisions of this Agreement.

 

V. PROVIDED ALSO AND IT IS HEREBY AGREED AND DECLARED that as from the date hereof if InfluenConnect is ceased to be launched for universal searching engine upon the determination of the Company, the Company shall be entitled at the same time to determine the rights and liberties hereby granted and in such event, the MCN shall not be entitled to any refund of the recurring fee or commission paid by him under this Agreement or to any compensation whatsoever. 

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