This Sponsored Blog Post Participation Agreement ("Agreement") is entered into between Galderma Laboratories, L.P., ("Company") and you, a blogger with whom the company will be providing compensation in exchange for a blog post ("you"). Company desires to have you perform certain marketing activities, and you desire to perform such activities, all on the terms and conditions set forth below.
Company (i) manufactures and markets the Restylane® Silk product, (ii) subject to FDA approval will manufacture and market the Restylane® Lyft product, and (iii) desires to have bloggers share their personal opinions and potentially experiences related to their own treatment of the above-mentioned products in digital, social and traditional media ("the Media") through sponsored reviews and blog posts. You acknowledge and agree that you shall not review or blog about Restylane® Lyft until after you have received written notice from Company that FDA has approved this product.
In exchange for participating, the Company will facilitate a complimentary Restylane® Silk and/or Lyft treatment to you by a licensed healthcare provider ("Complimentary Treatment") and/or a negotiated sponsored post fee. Complimentary Treatment covers consultation, office visit, Silk or Lyft treatment(s) and professional fees associated with treatment. Prior to receiving Complimentary Treatment, Blogger must be examined and determined eligible for the Complimentary Treatment by a licensed healthcare provider. This Complimentary Treatment is personal to the Blogger and is non-transferable. The Company does not guarantee any specific results from the Complimentary Treatment.
1. SERVICES AND COMPENSATION. You have chosen to provide a single sponsored blog post about Restylane® Silk and or Lyft on your blog in exchange for pre-negotiated compensation. Blog post must be accompanied by social media amplification to your network via one (1) Facebook post, one (1) Tweet, one (1) Pin to Pinterest and one (1) photo/graphic to Instagram. You will ensure that all factual statements contained in Media communications represent your genuine experience and are true, accurate, fair balanced, non-misleading and consistent with information provided by the company with regard to Restylane® Silk and/or Lyft treatment. In exchange for performing all duties and obligations herein, Company will provide Complimentary Treatment and/or negotiated sponsored post fee. Pre-negotiated sponsored post fee will be paid to you in full upon completion of all duties and obligations under this Agreement and upon submission of a final invoice and W-9 to the Company's agent, Gold PR.
2. BLOGS AND POSTS. You agree to make any blogs or posts made in connection with this agreement (each, a "Posting") in compliance with all applicable laws, rules and regulations ("Applicable Law") and this Agreement. Company requires sponsored blog posts to be submitted for review prior to publishing at least eight (8) business days prior to their scheduled publication. This content will be reviewed for compliance with the rules and regulations of the United States Food and Drug Administration ("FDA") and the guidelines of the Federal Trade Commission ("FTC). Blogger shall incorporate all changes to these materials requested by the Company prior to their issuance/communication. You also agree to remove or edit any Posting that does not, in Company's sole judgment, comply with Applicable Law or this Agreement, within twenty-four (24) hours of Company's request. Further, the content of your Postings shall be consistent with the content of the Media Kit (as defined below). Your completion of any blog or social media promotion constitutes your consent to Company and its agent's use of your Postings, as well as your name, likeness, photograph, voice, opinions, and hometown and state for promotional purposes in any media, worldwide, without further payment or consideration.
3. DISCLOSURE. You agree to clearly and conspicuously disclose in all Media communications relating to the Restylane® Silk & Lyft brands that a Complimentary Treatment and/or a negotiated sponsored post fee has been provided in exchange for your participation in the sponsored post, as pre-approved by the Company via #ad hashtag and clear disclosure statement at the beginning of all brand mentions. You also ensure that all communications in the Media adhere to community standards of decency and comply with the Final Guidelines Concerning the Use of Endorsements and Testimonials in Advertising located at: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf
4. MEDIA KIT. During the term of this Agreement, you will have access to certain brochures and other materials produced by or on behalf of Company for use of marketing Restylane® Silk & Lyft (collectively, the "Media Kit"). The Media Kit shall at all times be and remain the sole property of Company. You shall not use the Media Kit or any component thereof for any purpose whatsoever other than the completion of your sponsored post in accordance with this Agreement. All such uses of the Media Kit shall be in the form provided to you, and you shall make no modifications, additions or deletions to the Media Kit or any component thereof. You further agree to take all reasonable precautions to prevent any unauthorized disclosure or use of the Media Kit. Upon the expiration or termination of this Agreement, or upon Company's earlier request, you will destroy all tangible embodiments of the Media Kit in your possession or control and cease all further use of the Media Kit.
5. TRADEMARKS. Subject to the terms and conditions of this Agreement, Company hereby grants to you, solely during the Term (as defined below), a limited, royalty-free, non-exclusive, personal and non-transferable license, without the right to sublicense, under the Restylane® trademarks (the "Marks"), solely for purposes of completing sponsored blog posts in accordance with this Agreement. Your use of the Marks shall be subject to the following conditions: (i) all representations of the Marks that you intend to use shall first be submitted to Company for approval (which shall not be unreasonably withheld) of design, color and other details or shall be exact copies of those used by Company; (ii) you shall keep intact any proprietary notices; (iii) you shall comply with Company's trademark use guidelines found in the Media Kit.; (iv) all goodwill generated through your use of the Marks will insure to the benefit of Company or its licensors; (v) you hereby assign and agree to assign to Company any and all goodwill generated through your use of the Marks, without any payment or other consideration to it, and further agrees to take all actions necessary to effect such assignment; and (vi) upon termination of this Agreement, you shall cease using the Marks.
6. NO ADDITIONAL RIGHTS. No rights, options and/or licenses with respect to any intellectual property owned or controlled by Company are granted to you and/or will be implied or deemed granted under this Agreement and/or in connection with it, other than those rights expressly granted in Sections 4 and 5 of this Agreement.
7. TERM AND TERMINATION. This Agreement will commence upon your clicking the "I accept" button at the end of this Agreement, and will continue six months after the single sponsored post is completed (the "Term"). Either you or Company may terminate this Agreement upon prior written notice thereof to the other party. Upon termination of this Agreement, all rights and duties of the parties hereunder shall cease.
8. INDEPENDENT CONTRACTOR. Nothing in this Agreement shall in any way be construed to constitute you as an agent, employee or representative of Company.
9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to choice of law principles. Any dispute between the parties hereto shall be submitted for resolution exclusively to the jurisdiction of the United Stated District Court for the Northern District of Texas, Fort Worth Division, unless said court declines to accept jurisdiction in which such case the dispute shall be submitted to the District Court located in Tarrant County, Texas. The parties expressly consent to the personal jurisdiction of said courts.
10. GENERAL. This Agreement (together with the Exhibits hereto) is the sole agreement and understanding between Company and you concerning the subject matter hereof, and it supersedes all prior agreements and understandings with respect to such matter. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by you without the express written consent of Company. Company may assign this Agreement to an affiliate or to any entity that succeeds to substantially all of the business or assets of Company. This Agreement may be amended by Company from time to time and shall constitute your acceptance of the then-current version of this Agreement. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or provision or a waiver of any other term or provision of this Agreement. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.
Last Updated: July 6, 2015