#iamprojcan Terms and Conditions

This Influencer Agreement (this “Agreement”) is made by and between PHC Facilities, Inc. d/b/a The Plug DTLA (the “Company”), and you, an individual (“Participant”), effective as of the documented date of acceptance as recorded through Hubspot (the “Effective Date”).

Whereas, the Company wishes to engage Participant to perform the Services (as defined below) in connection with the #IAmProjCan social media campaign (the “Campaign”); and

Whereas, Participant desires to perform the Services as set forth herein in connection with the Campaign.

 Now, Therefore, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

  1. Services. Participant agrees to perform the services specified in Exhibit A (collectively, the “Services”). The Services include Participant’s posting of posts, stories, text, photographs, videos, audio/sound recordings, artwork and/or other material or information (collectively, the “Content”) to certain websites, forums, webpages, social media pages/platforms and/or other social channels or media as set forth in Exhibit A (collectively, the “Channels”). As component to the Services, Participant will provide social media analytics for all Content to confirm follower details, impressions, reach and engagement no later than fifteen (15) days after any Content is posted.
  2. Compensation. In full consideration of Participant’s performance of the Services and the rights granted herein, Participant shall receive the compensation specified in Exhibit A. Participant will otherwise perform the Services at its own expense and using its own resources and equipment. The Company shall have no other obligation for any other compensation to or expenses or costs incurred by Participant in connection with this Agreement.
  3. Content Guidelines; Social Media Policy. Participant agrees that it shall not submit or post any Content in connection with the Campaign that is not compliant with the Company’s Content Guidelines and Social Media Policy attached hereto as Exhibit B. The Company reserves the right to reject and demand removal of any Content the Company deems to be in violation of such policy.
  4. Intellectual Property Rights. Participant acknowledges and agrees that by entering into this Agreement and in performance of the Services, Participant grants to the Company in perpetuity certain intellectual property rights and licenses with respect to the Content, as may be set forth in the terms and conditions attached hereto as Exhibit C.
  5. Representations and Warranties; Other Terms and Conditions. Participant acknowledges and agrees with respect to each of the representations and warranties, and other terms and conditions to this Agreement, which are set forth in Exhibit C.
  6. Relationship of Parties.  Participant’s relationship with the Company is that of an independent contractor and Participant agrees that as an independent contractor, it will not be considered an employee of the Company for any purpose, including tax obligations, and will not be eligible to participate in any of the Company’s medical, benefit or health plans.
  7. No Conflict of Interest.  During the Term and for ninety (90) days thereafter, Participant will not serve as a spokesperson for, endorse and/or perform any services for any company whose goods and services compete with those of the Company in the cannabis industry.
  8. Term and Termination. The initial term of this Agreement shall commence on the Effective Date and continue in full force and effect for sixty (60) days thereafter unless extended by the Company or until terminated by the Company. The Company may terminate this Agreement: (i) immediately in the event of a material breach by Participant, or (ii) for convenience at any time. Upon termination, Participant must return any materials supplied under this Agreement to the Company and immediately remove any Company IP from dissemination or from Participant’s Channels. For clarity, Participant’s failure to make disclosures in the manner set forth in the FTC Endorsement Guides (as defined in Exhibit B) or Exhibit B and/or as instructed by the Company shall be deemed a material breach of this Agreement. If the Company terminates this Agreement for convenience, Participant shall be entitled to retain the compensation due to Participant up until the time of termination as set forth on Exhibit A. If the Company terminates this Agreement for Participant’s material breach, without limiting any of the Company’s other rights or remedies hereunder, the Company shall be entitled to a refund of any compensation paid to Participant prior to the date of such termination.
  9. Miscellaneous. This Agreement shall be governed by and interpreted in all respects in accordance with the substantive laws of the State of California, without regard to its choice of law provisions. Participant agrees that any disputes directly or indirectly arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Los Angeles, California. Participant hereby irrevocably consents to such venue and to the exclusive jurisdiction of any such court over any such dispute. If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. This Agreement and each of the exhibits attached hereto sets forth the entire agreement of the parties with respect to the subject matter hereof, may not be changed except by an instrument in writing signed by both parties and supersedes any and all prior agreements between the parties hereto.
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