Terms and Conditions

TERM Unless terminated earlier in accordance with the terms of this Agreement, this Agreement will continue in force for the Term, following which it will terminate automatically without notice.
INFLUENCER OBLIGATIONS
1. Influencer will provide the Services (the nature and content of which has been fully explained to Influencer) to YoungLA during the Term in accordance with this Agreement.
2. Influencer will, in performing the Services:
  1. comply with all Applicable Laws;
  2. act as an ambassador for YoungLA conscientiously and in a competent manner and to the full extent of their skill and ability;
  3. promptly provide the Services and Visuals by the date(s) specified in the Agreement Details and/or as may otherwise be agreed between the Parties from time to time. Time for provision of the Services will be of the essence of this Agreement;
  4. cooperate and comply with YoungLA’s (and where requested by YoungLA, YoungLA’s Representatives’) reasonable instructions and requests; and
  5. observe all health and safety and security policies that apply at any of YoungLA’s premises and/or any other locations and/or premises where Influencer may carry out the Services.
3. When posting Visuals on social media platforms pursuant to this Agreement, Influencer will:
  1. fully comply with the guidelines set out in the Influencer Media Guidance (and as updated by YoungLA from time to time) and all other applicable regulations in force from time to time, so as to ensure that all such posts for YoungLA pursuant to this Agreement are clearly identifiable as marketing communications;
  2. all Visuals will must showcase YoungLA products clearly and intentionally, maintain professional-level lighting and clarity, and avoid careless, rushed, or low-effort presentations;
  3. not endorse, promote, advertise, display, wear, use, describe or otherwise feature any Competing Brands in any such Visuals and/or posts for YoungLA;
  4. within twenty four (24) hours of completing a Services deliverable, Influencer will provide proof of completion to YoungLA for verification of compliance with the Agreement;
  5. IF NON-EXCLUSIVE not post any visuals, content and/or other materials for and/or on behalf of any Competing Brands, on Influencer’s social media channels during the 24 hours immediately before, and immediately after, any posts for YoungLA hereunder OR IF EXCLUSIVE not post any visuals, content and/or other materials for and/or on behalf of any Competing Brands, on Influencer’s social media channels during the Term;
  6. ensure that such Visuals and/or posts are not in any way defamatory, libelous, obscene, discriminatory and/or offensive;
  7. ensure that the pricing, messaging and product selection in such posts follow the pre-approved script provided by YoungLA, and if requested by YoungLA, submit scripts and/or content for posts to YoungLA’s Services Manager for review at least 48 hours before posting to social media;
  8. not bring the YoungLA, its businesses, brands, products, services, and/or YoungLA’s Representatives and their reputation into disrepute or do or omit to do anything that may have the potential to do so; and
  9. comply with the rules of the relevant social media platforms.
4. In all Visuals, Influencer will wear and use ONLY YoungLA clothing, accessories and products as specified in the creative brief and provided by YoungLA. Any YoungLA clothing, accessories and/or products gifted hereunder to Influencer by YoungLA are strictly for Influencer’s personal use only, as such Influencer agrees not to sell, supply or exploit for any commercial business or resale purpose, and/or give away for free any such clothing, accessories and/or products without YoungLA’s prior written consent.
5. If requested by YoungLA, Influencer will promptly delete any Visuals from Influencer’s social media channels and all other media in Influencer’s control that are not in accordance with this Agreement.
6. For the avoidance of doubt, YoungLA does not impose any contractual requirements in relation to non-sponsored and/or organic content which falls outside of the scope of the Services, and does not provide any advice and/or assistance in relation to such content and takes no responsibility for it.
WARRANTIES Influencer warrants, represents and undertakes to YoungLA that:
1. Influencer has the legal capacity and is free contractually to enter into and perform this Agreement;
2. Influencer is 18 years of age or older;
3. Influencer does not have any unresolved criminal convictions;
4. Influencer will immediately inform YoungLA of any criminal prosecution, investigation by regulatory body or other complaint brought against them during the Term;
5. all Visuals posted on social media platforms, or otherwise created and provided to YoungLA for use in the Media by or on behalf of Influencer pursuant to this Agreement will:
  1. be wholly original to Influencer (save to the extent that it incorporates products provided by YoungLA), or licensed to Influencer on terms which allow Influencer and the YoungLA to use, post and/or reproduce them in accordance with this Agreement (and in such cases Influencer undertakes to obtain in advance all necessary consents, licenses and/or permissions in respect of all third-party rights used in the Visuals (including but not limited to musical content));
  2. not infringe any third-party rights (including but not limited to Intellectual Property Rights);
  3. be used exclusively for the purposes of the Campaign and Influencer has not, and will not, use and/or share the Visuals and/or posts in any other professional or business context, or otherwise license such Visuals and/or posts to any third party during the Term or otherwise (save under the terms of use of the social media platform where the Visuals are posted); and
  4. not contain any defamatory matter nor breach any contract, duty of confidentiality, third party consent or Applicable Law, nor constitute contempt of court or obscenity;
  5. Influencer will not do anything or omit to do anything which in YoungLA’s reasonable opinion would jeopardize the ability of Influencer to perform the Services or otherwise prejudice the goodwill or reputation of YoungLA, its businesses, brands, products, services, and/or YoungLA’s Representatives; and
  6. Influencer will not make or issue any defamatory statement relating to YoungLA, its businesses, brands, products, services, and/or YoungLA’s Representatives in public, online (including on social media), to the press or elsewhere.
PAYMENT
1. In consideration of Influencer performing the Services in accordance with this Agreement, YoungLA will:
  1. pay the Fee in accordance with the payment terms set out in the Agreement Details. Influencer acknowledges and agrees that the Fee represents full and final consideration for the provision of the Services by Influencer and that no further sums will be payable to Influencer by way of royalties, residuals, repeat and/or use fees; and
  2. provide Influencer (as agreed between the Parties) with items of YoungLA clothing for Influencer’s personal use, free of charge, in such a quantity and as often as YoungLA determines is appropriate for Influencer’s use in connection with the performance of the Services.
2. Influencer is retained as an independent contractor of the YoungLA. Influencer acknowledges and agrees that:
  1. Influencer is solely responsible for the manner and form by which Influencer performs under this Agreement, and
  2. Influencer is a self-employed individual, who performs services similar to the services outlined in the Services for various entities and individuals other than Company. Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of Influencer’s performance of Services, and neither Influencer nor any of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of YoungLA.
3. YoungLA may at any time set off any liability of Influencer to YoungLA against any liability of YoungLA to Influencer, whether such liability is present or future, liquidated or unliquidated, under this Agreement or any other agreement between the Parties or other cause of action and irrespective of currency.
INSURANCE
1. Influencer will maintain in force at its/their cost such insurance policies as are appropriate and adequate having regard to its/their liabilities under this Agreement with a reputable insurer. Whenever required by YoungLA, Influencer will produce sufficient evidence that they hold the insurance required under this clause 5 (including copies of policies and receipts for the premiums). If coverage under such insurance policies should lapse or not be renewed or be changed in any material way or if Influencer is aware of any reason why the cover under such insurance policies may lapse or not be renewed or be changed in any material way, Influencer will notify YoungLA without delay.
CONFIDENTIALITY
1. Influencer will not disclose to any third party and/or use any of YoungLA’s Confidential Information, provided that Influencer may disclose any such Confidential Information on a “need to know” basis to their respective employees, contractors and/or professional advisors if they agree in writing (or are similarly bound by existing duties of confidentiality) to keep such Confidential Information secret and not to use it for any purposes other than to fulfil Influencer’s obligations and exercise Influencer’s rights under this Agreement
INTELLECTUAL PROPERTY
1. Except as expressly provided in this Agreement, no rights or obligations in respect of a Party’s Intellectual Property Rights are granted to the other Party.
2. Influencer irrevocably grants to the YoungLA:
  1. a worldwide, royalty free, license to use the Visuals in connection with the exploitation, marketing, advertising and promotion of the Campaign and products relating to the Campaign, and in other content owned, controlled or represented by the YoungLA Group in the Media during the Term, with the right to sub-license to the extent required to give effect to this clause;
  2. a non-exclusive, worldwide, royalty free license to use their name, voice, biography, image, likeness, slogan, logo and signature (together the “Influencer’s Image”) as comprised in the Visuals to the fullest extent in connection with:
    1. the purposes set out in clause 7a(i); and
    2. the Secondary Uses in perpetuity, and Influencer consents to YoungLA (in its sole discretion) taking any enforcement action in respect of any unauthorized third-party use of the Visuals.
3. YoungLA agrees that all Intellectual Property Rights in the Influencer’s Image will remain the exclusive property of Influencer.
4. Influencer recognizes that YoungLA has the unlimited right to edit, copy, alter, add to, take from, adapt and translate the Visuals, dub the Visuals and the Campaign into one or more foreign languages and dub the Visuals with recordings in any language and/or voice, and Influencer irrevocably and unconditionally waives and/or shall procure the waiver from any third party of the benefit of Influencer’s and/or any third party’s moral rights and performers' non-property rights under any relevant laws of any jurisdiction in favor of the YoungLA, its licensees, sub-licensees, assignees and successors in title to the Intellectual Property Rights in the Visuals.
5. Influencer is entitled to use, during the Term:
  1. the Visuals on Influencer’s social media channels provided that:
    1. the Visuals are not used for any purpose other than to promote the Campaign and/or the YoungLA’s businesses, brands, products and/or services; and
    2. Influencer will not allow any other person to use or exploit the same for any purpose without YoungLA’s prior written consent; and
    3. the Brand in the form stipulated by YoungLA from time to time for the purposes of performing the Services in accordance with this Agreement, provided that Influencer will ensure that all relevant acknowledgements of the YoungLA’s rights in and to the Visuals and Brand remain in the form stipulated by YoungLA from time to time.
6. Influencer will, if requested by YoungLA (acting reasonably), promptly delete any and/or all Visuals (including any Visuals that have been edited and/or retouched by YoungLA) that utilize the Brand from all media within Influencer’s control and Influencer will make no further use of the Brand and/or Visuals.
7. The Parties agree that all Intellectual Property Rights in the Brand and YoungLA’s Confidential Information are the property of YoungLA.
8. All goodwill arising from Influencer’s use of the Brand will inure for the benefit of YoungLA and if asked Influencer will execute a written transfer of the same to YoungLA.
9. If any claim is made or threatened against either Party by any third party that the exercise by YoungLA of any rights licensed under this Agreement infringes any rights of any third party, YoungLA will be given full control of any proceedings or negotiations in connection with the claim or threatened claim and will be exclusively entitled to appoint and instruct legal advisers and/or counsel in connection with any such proceedings and/or negotiations and to determine the forum for any such proceedings and/or negotiations. Influencer will provide all such assistance as is reasonably required by YoungLA and/or any of YoungLA’s Representatives in respect of any such claims, proceedings and/or negotiations. For the avoidance of doubt, YoungLA has the right to bring legal proceedings in respect of the licenses granted under clause 7a.
DATA PROTECTION
1. All personal data of Influencer that YoungLA collects, uses or otherwise processes through or in connection with this Agreement will be subject to YoungLA’s privacy notice, which as at the date of this Agreement can be found at https://www.youngla.com/policies/privacy-policy and which may be updated from time to time by YoungLA.
2. Influencer agrees to YoungLA storing and processing any personal data of Influencer for any purpose connected with the fulfilment of this Agreement. If Influencer is located in the European Economic Area or United Kingdom, Influencer agrees to YoungLA transferring such data outside the European Economic Area or United Kingdom (as applicable).
3. Each Party will, at its own expense, comply with and assist the other Party to comply with the requirements of all Applicable Laws relating to the use of personal data. This clause 8 is in addition to, and does not reduce, remove or replace, a Party’s obligations arising from such requirements.
TERMINATION
1. Without prejudice to any other rights or remedies that either Party may have, each Party may terminate this Agreement by written notice with immediate effect if:
  1. the other Party is in material breach of any of its obligations under this Agreement and (where such breach is capable of remedy) has failed to remedy that breach within 24 hours of being notified of it; or
  2. the other Party becomes bankrupt or any of their businesses become insolvent.
2. Without prejudice to YoungLA’s other rights and remedies, YoungLA may terminate this Agreement at any time by written notice with immediate effect if:
  1. YoungLA decides, at its sole discretion, to suspend or cease the Campaign, in which case YoungLA will pay to Influencer a reasonable proportion of the Fee for the Services provided by Influencer to YoungLA up to the Termination Date;
  2. Influencer dies, is incapacitated, or is prevented by injury or illness from satisfactorily performing Influencer’s obligations under this Agreement;
  3. Influencer is alleged to have committed, has been charged with and/or convicted of a criminal offence (including but not limited to use or other association with illegal or illicit drugs, an offence involving dishonesty, fraud, alcoholism or violence) and/or Influencer has otherwise been sanctioned or reprimanded by any organization or authority;
  4. Influencer does or omits to do anything which in the reasonable opinion of YoungLA exposes YoungLA to disrepute, contempt, scandal or ridicule, or may shock, insult or offend the public in any territory, or reflects unfavorably on YoungLA’s reputation, businesses, brands, products, services, events and/or the Campaign.
  5. YoungLA may terminate this Agreement without cause at any time by providing one (1) months’ written notice to Influencer.
3. Influencer may terminate this Agreement at any time by written notice with immediate effect if YoungLA behaves in a manner that is offensive to Influencer’s reputation.
CONSEQUENCES OF TERMINATION
1. Following the Termination Date:
  1. any provision of this Agreement that expressly or by implication is intended to come into or continue to have effect on or after the Termination Date will continue in full force and effect;
  2. all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims and liabilities which have accrued prior to the Termination Date; and
  3. YoungLA will not be required to delete and/or take down any Visuals used in the Media during the Term provided that such use is in accordance with this Agreement, and may continue to use Visuals for the Secondary Uses for as long as YoungLA requires, and Influencer will not object to such use as long as it does not disparage Influencer.
2. Neither Influencer will not dispute or challenge the fact that social media and online content featuring the Visuals may be cached, published, republished, used or re-used by unauthorized third parties after the Termination Date.
3. On and following the Termination Date and recognizing the importance of YoungLA’s brand, reputation and goodwill, Influencer agrees not to make public in any media whatsoever the circumstances of and/or the reasons for, the termination of this Agreement and to keep all such circumstances and reasons private and confidential.
NOTICES
1. Any notice given under or in connection with this Agreement will be in writing, in the English language, and sent by email to the person(s) at the email address(es) specified for the relevant Party in the Agreement Details or such other person(s) and email address(es) as the relevant Party may from time to time notify in writing.
GENERAL
1. This Agreement constitutes the entire Agreement between the Parties and supersedes and extinguishes all prior agreements or arrangements in respect of its subject matter.
2. Neither Party has entered into this Agreement in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement that is not expressly set out in this Agreement.
3. The only remedy available for misrepresentation or breach of any representation or statement made prior to entry into this Agreement and which is expressly set out in this Agreement will be for breach of contract.
4. Nothing in this Agreement will be interpreted or construed as excluding or limiting any liability for fraud or fraudulent misrepresentation.
5. Nothing in this Agreement and no action taken by the Parties in connection with it will establish any partnership, employment or joint venture between the Parties, constitute either Party the agent of the other Party, nor authorize either Party to make or to enter into any commitments for or on behalf of the other Party.
6. If any term of this Agreement is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Agreement.
7. No delay or failure to exercise a right or remedy under or in connection with this Agreement will constitute a waiver of, or prevent or restrict future exercise of such right or remedy. No single or partial exercise of any right or remedy will prevent or restrict the further exercise of that or any other right or remedy. A waiver of a breach or default of the terms of this Agreement will not constitute a waiver of any subsequent breach or default.
8. No variation of this Agreement will be effective unless it is in writing, refers to this Agreement, and is signed by or on behalf of each Party.
9. Influencer will not be entitled to assign, charge, sub-contract, delegate or transfer this Agreement and/or any of their rights and/or obligations under it.
10. YoungLA will be entitled to assign, charge, sub-contract, delegate or transfer this Agreement and/or any of its rights or obligations under it to any YoungLA entity without the consent of Influencer. YoungLA may perform its obligations under this Agreement through any YoungLA entity.
11. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which will constitute an original and which will together constitute one Agreement.
12. The Parties acknowledge and agree that:
  1. YoungLA has entered into this Agreement for the benefit of itself and any YoungLA entity. Accordingly, any YoungLA entity will have the benefit of, and the right to enforce, any term of this Agreement.
GOVERNING LAW & JURISDICTION
1. This Agreement, and any claims or disputes (including non-contractual claims or disputes) arising out of or in connection with this Agreement or its subject matter or formation, will be governed by the laws of the State of California.
2. Each Party irrevocably agrees that the courts of the State of California will have exclusive jurisdiction to settle any claims or disputes (including non-contractual claims or disputes) arising out of or in connection with this Agreement or its subject matter or formation.
DEFINITIONS & INTERPRETATION
1. In this Agreement the following words have the following meanings, unless the context otherwise requires:

AGREEMENT DETAILS: The Campaign, Services, and Fee details as set forth in your Influencer Agreement with YoungLA.

APPLICABLE LAWS: all laws, statutes, regulations, regulatory policies, guidelines and/or codes in each case from time to time in force, including all such guidelines and codes issued by statutory, regulatory and industry bodies which apply to the provision of the Services;

BRAND: the “YoungLA” and “YLA” name, logos and/or slogans as notified in writing by YoungLA from time to time;

CAMPAIGN: as defined in the Agreement Details;

COMPETING BRANDS: any branded third-party products and/or third-party services that (a) compete with, (b) are in competition with, and/or (c) are visually identifiable as a brand other than those of YoungLA’s businesses, brands, products and/or services, as determined by YoungLA (acting reasonably);

CONFIDENTIAL INFORMATION: any and all information and data of a commercially sensitive nature belonging and/or relating to the Campaign, YoungLA and its businesses, brands, products, services, customers and/or suppliers, which YoungLA or any of YoungLA’s Representatives directly or indirectly disclose, or make available, to Influencer, before, on or after the commencement of this Agreement. This includes (but is not limited to) any information relating to product designs, previous, current and/or new products or services, Intellectual Property Rights, commercial and/or trading plans and calendars, pricing structures, details relating to suppliers, athletes, influencers and/or other affiliates and the terms upon which they have been engaged by or on behalf of any member of YoungLA and/or any other information relating to YoungLA, the Brand and/or the Campaign;

FEE: the fee defined in the Agreement Details;

YOUNGLA: refers to YoungLA Trading Co LLC and any of its subsidiaries, including but not limited to YoungLA for Her and YoungLA Stores LLC;

YOUNGLA’S REPRESENTATIVES: any officers, employees, suppliers, service providers, contractors, agents, representatives and/or professional advisors of YoungLA;

YOUNGLA’S SERVICES MANAGER: as set out in the Agreement Details;

INFLUENCER: the person and/or entity identified as such in the Agreement Details;

INTELLECTUAL PROPERTY RIGHTS: patents, rights to inventions, copyright and related rights, performance and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all application and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

MEDIA: All online, digital and social media now known and hereafter developed worldwide, including YoungLA’s websites, social media pages (organically and/or with paid media spend) and marketing;

SECONDARY USES: (including but not limited to) YoungLA’s internal business purposes, non-commercial factual references, in connection with legal proceedings and/or enforcement action;

SERVICES: the services set out in the Agreement Details and all services ancillary to such services to be performed by Influencer in connection with the Campaign and/or this Agreement;

TERM: as defined in the Agreement Details;

TERMINATION DATE: the date of termination or expiration of this Agreement; and

VISUALS: any and all images, videos, other content and/or materials (including but not limited to any music synced with, or used in the background of, any such content) created by and/or on behalf of Influencer or by YoungLA pursuant to this Agreement.

Influencer Media Guidance

As a YoungLA influencer you must make clear to your followers that you are promoting YoungLA and that the content you are posting is an advertisement. Any social media post under the Agreement must use the #ad and tag @youngla/@younglaforher or use the “paid partnership” tool if posting on Instagram or Tik-Tok.

If you are making a post on a social media platform that does not have a paid partnership tool or you are not using the paid partnership tool, you must start your caption with “#ad @youngla/@younglaforher.” The ad tag must be at the start of your caption, other placements or other tags suggesting sponsorships, collaborations, or an association with YoungLA are not sufficient.

The above guidance must be used any time you make a post promoting YoungLA under this Agreement. Any other content that happens to contain YoungLA products, but that is not part of this Agreement or Services, does not count as advertising and does not need to follow this guidance.