Company intends to limit the use of the Property in print, electronic and video reproductions for use on or in: a Company's or Affiliate's web properties including Jaybirdsport. Assistance with Publishers etc. If the necessary rights to any assets, or portions thereof, are held by third parties, Athlete will use commercially reasonable efforts to assist Company in securing the agreement of the third parties to a suitable license or release.
Limitation Company intends to limit the use of the Property to promote the Products. Promotional Services of the Athlete The Athlete agrees that he or she will perform the following services and any additional services agreed to in a Statement of Work "SOW" signed by the both of the parties collectively, "Promotional Services" : a. Personal Endorsements and Athlete Appearances. Athlete will give a written testimonial about the Products or commentary on how the Products allow them to have a better performance.
All statements, testimonials and endorsements in connection with this Agreement will be true representations and to the extent that said services purport to reflect the Athlete's opinion and experience, they will reflect his or her true opinion and experience.
Athlete shall comply with FTC endorsement guidelines and disclose the connection with Logitech for example sponsored.
Athlete agrees that Athlete will not be required to make any statement, testimonial or endorsement unless it is true. It is expressly understood that the Athlete is familiar with the Products. Athlete also agrees to make one 1 personal appearance for a minimum of two 2 hours at a Company event or retail store promotion, product launch event, trade show or consumer related event contingent upon Athletes performance fee.
Company shall have no liability, responsibility, or indemnity obligation with respect to any inherent risks associated with athletic activities, even if such risks occur during a photo or video shoot and during a promotional event. However, it shall be within Athlete's sole discretion whether to engage in any particular athletic activity during a photo or video shoot or during a promotional event. Any social media postings or promotions about Logitech, our brand or products as part of the Promotional Services are subject to the Social Media Endorsement Terms attached hereto.
Content Sessions. Athlete will agree to participate in Content Sessions e. Content Sessions will be subject to Company's creative direction and to Athlete's availability. Use of Products. Submission of Photographs and Videos. Upon Company's reasonable request, Athlete agrees to submit to the Company a minimum of five 5 Athlete photographs per month. Athlete grants Company one 1 photo shoot during one Athlete live event during the Term.
Athlete's Statements and Social. Athlete will use reasonable efforts to support and promote the Products in a positive, professional and ethical manner. Athlete will use best efforts to post something related to Jaybird and the Products on Athlete's social media outlets including but not limited to Facebook, Instagram, Twitter and Periscope.
Athlete shall also indicate to Jaybird on each social media outlet. Compensation The Company will compensate the Athlete as follows: a.
Social Media. Work for Hire Athlete understands and agreement that Company and its successor and assigns will own all copyrights and other rights to the Property. Term; Termination a. This Agreement will begin on the Effective Date and will remain in effect for one 1 year, or such other term as described on the SOW. In the case of any material breach of this Agreement by a party, the non-breaching party shall be entitled to terminate this Agreement, provided, however, that before taking action to terminate, the non-breaching party shall first notify the breaching party in writing, specifying the nature of the breach in reasonable detail.
The breaching party shall then have thirty 30 calendar days after receipt of notice to cure such breach. In the event such breach is incapable of being cured or is not cured within such thirty 30 day period, the non-breaching party may terminate this Agreement immediately upon written notice. The foregoing cure period shall not apply to any material breach of this Agreement described in Section 6. Logitech Termination. In addition, Company may immediately terminate the Agreement upon written notice to Athlete and shall have no further obligation to pay Athlete any compensation under the Agreement other than payments that accrued prior to such breach in the event of any of the following: a Athlete wears, uses, is photographed, drawn, videoed, or otherwise depicted with, or otherwise markets or promotes any competing products, b Athlete is arrested or formally charged with any felony or misdemeanor; or c Athlete commits an act or omission of moral turpitude, dishonesty, or fraud.
Use Post Termination. It will not be a material breach of this Agreement if the Athlete's Property appears in the Company's Promotional Activities or Product packaging for up to one 1 year after termination of this Agreement "Sell-Off Period" , Company will within the Sell-Off Period, cease reproduction of such Property, but all other rights of Company and its Affiliates will survive and continue. If this Agreement is executed on behalf of the Athlete by the Agent, Agent represents and warrants that it has all right and authority to bind the Athlete.
Athlete agrees to defend, indemnify and hold Logitech and its Affiliates harmless from and against any claims or losses, including attorneys' fees, in connection with any breach or alleged breach of the foregoing representations and warranties. Athlete will keep the terms of this Agreement confidential, and will also keep confidential any other non-public information of Company that is designated by Company as confidential or, under the circumstances regarding disclosure, would reasonably be regarded as confidential.
It is understood and agreed that any services required to be performed by Athlete under this Agreement are services rendered by Athlete as an independent contractor and that Athlete's expertise is the primary reason for this Agreement. It is also understood and agreed that Athlete is not an agent or employee of Company and is not entitled to any salary, pension, insurance coverage, or other benefits, except the compensation expressly provided in this Agreement.
Company is proceeding in reliance on the terms of this agreement as such terms are specified above. Company will have no obligation to Athlete hereunder in connection with the Property in the event that the Property is not included in or used in connection with the Products or the advertising, packaging or marketing of the Products.
Any notice required to be given under the Agreement will be given by email or over-night courier, registered or certified mail, return receipt requested, postage prepaid, addressed to Logitech at Gateway Boulevard, Newark, CA , Attn: General Counsel or legalnotices logitech. This Agreement will be governed by and construed exclusively in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal courts located in the Northern District of California, unless no federal subject matter jurisdiction exists, in which case Company consents to exclusive jurisdiction and venue in the Superior Court of Santa Clara County, California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement, including all SOWs, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed which may be by original, facsimile or electronic signature by duly authorized representatives of both parties.
Delivery of an executed counterpart of a signature page by fax, e-mail or other electronic delivery or signature method will be as effective as physical delivery of a manually executed counterpart. The content described in the SOW, including social media and marketing content that you provide to Logitech is collectively referred to as "Deliverables". All Deliverables will be performed during the Term described below. You shall: a deliver each Deliverable to Logitech in accordance with the schedule above; b obtain a signed license, permission, waiver, and consent from all persons who are, or whose property is, identified, depicted, or otherwise referred to in such Deliverable each, a "Permission" to allow Logitech to exercise its rights to each Deliverable; and c provide Logitech with an executed copy of each such Permission.
You must provide performance results on all social and blog posts, providing reports and data when possible. Reports should be provided within 14 days of posts going live. Term and Termination. Logitech may terminate the Agreement for convenience with 30 days notice.
Mandatory Public Disclosure. You must always clearly disclose your working relationship with Logitech in each social post or blog. Contact the Logitech representative on your SOW for additional information. Budget and Payment. Logitech will pay you a fixed fee in the amount set forth in the Budget section of the SOW. Logitech will not reimburse any expenses incurred by you including credit card processing fees. Logitech will not be liable for any income or other taxes or fees that you are obligated to pay with respect to the Deliverables.
Influencer General Obligations. You commit to participate in the Program for the Term and use reasonable efforts to promote and support Logitech brands and products in a positive, professional and ethical manner via targeted social channels.
You hereby grant to Logitech and its affiliates, a limited, non-transferable, royalty-free, fully paid-up, and worldwide right and license to use, reproduce, distribute and display the Deliverables in connection with the exhibition, marketing, and promotion of Logitech products. You hereby grant to Logitech and its affiliates, a non-transferable, royalty-free, fully paid-up, and worldwide right and license to use your name, initials, character, image, likeness, Deliverables collectively, the "Property" in connection with Logitech's marketing of the Logitech products solely on Logitech owned and operated social media platforms.
The above license grant and publicity release includes all moral rights, rights of publicity and other rights included in or associated with the Deliverables. All rights not granted to Logitech and its affiliates hereunder are reserved by you.
Compliance with Laws. You shall always comply with applicable laws and regulations the performance of this Agreement. Exclusivity during Program Duration. You agree not to enter into relationships with or work on projects for manufacturers or distributors of products competitive to Logitech products during the Term, unless we approve in writing.
You commit to maintaining confidential all information defined or described by Logitech as such, or would reasonably be expected to be confidential given the manner of disclosure. You also agree to maintain confidential the existence and the content of this Agreement.
Use of Logitech Brand. During the Term, you may promote and advertise yourself as an advocate for Logitech products, or such other designation approved in writing by Logitech. You acknowledge that all Logitech trademarks, trade names, logos, or identifying slogans and any other printed matter are the property of Logitech and cannot be used except in connection with this Agreement and according to Logitech's written trademark usage guidelines.
You will not state or imply that you are an employee or agent of Logitech, but you will identify your relationship with Logitech as part of your activities. In the event that you default in any of your material obligations under this Agreement, if you misrepresent the Logitech brand as determined by Logitech , or if you are indicted or convicted of any felony or any lesser crime or offense involving fraud or dishonesty, Logitech may terminate this Agreement immediately by written notice to you.
Logitech Rights and Obligations. Logitech may cross-promote your Deliverables on Logitech global social media channels ; and will use reasonable efforts to credit you for all content and every social post using your content, with a link to your personal social handle. Independent Contractor Status. Your relationship to Logitech is that of an independent contractor. Logitech will have no control over the manner of performance of the Deliverables, except as expressly provided in this Agreement.
You will not be, or be deemed to be, a partner, franchisee, or agent of Logitech for any purpose whatsoever. You will have no authority to obligate Logitech in any way, and will not represent otherwise to any third party. In no event will you be entitled to any employment benefits from Logitech. You agree to defend and indemnify Logitech and its affiliates from and against any claim, damage, cost, liability, or expense including but not limited to court costs and fees of attorneys and other professionals arising out of your breach of any obligations under this Agreement.
You shall not assign this Agreement without Logitech's advance written permission. This Agreement constitutes the entire agreement between the parties and cannot be modified except in writing which may be executed by original, facsimile or electronic signature signed by both parties. Governing Law. This Agreement shall be exclusively governed by and interpreted in accordance with the laws of the State of California applicable to agreements executed and to be wholly performed within such State.
Subject to the terms of this Agreement, you hereafter, "Contractor" will render the services "Services" and develop the deliverables "Deliverables" as requested by any Logitech entity "Logitech" or its affiliate "Affiliate" on a project by project basis. Each PO delivered by Logitech or an Affiliate under this Agreement will become effective according to the terms of the PO and be subject to the terms and conditions of this Agreement.
Each SOW will become effective and subject to the terms and conditions of this Agreement once mutually agreed and signed by both parties. This Agreement will commence on the Effective Date and will continue unless terminated earlier pursuant to Section 4 below. Contractor will use its commercially reasonable efforts to implement procedures to reduce costs and expenses without adversely impacting its performance. Contractor warrants that the compensation due to Contractor under each PO and SOW will not exceed the lowest compensation due to Contractor for similar services and work of like quality performed for similarly situated customers.
Contractor will be liable for all expenses incurred in the performance of the Services except those specifically set out in a SOW or PO or otherwise authorized by Logitech in writing in advance and documented for reimbursement by Logitech. Contractor will provide receipts and other supporting documentation to Logitech for such expenses. Any reimbursable expenses for business travel by Contractor will be subject to Logitech's travel guidelines. Logitech agrees to pay Contractor on amounts invoiced, within 60 days of receipt of each such invoice.
If the fees are based on a time and materials basis, the invoice must also include an itemization of the hours worked. Unless otherwise provided in a SOW or PO, the fees payable by Logitech to Contractor for the Services and Deliverables under this Agreement do not include taxes, and Logitech will pay sales, use, service and value-added taxes assessed on the provision of the Services and Deliverables under this Agreement.
Contractor will pay taxes assessed on Contractor's income, and bear full responsibility for complying with all applicable tax, contractual, labor and social security obligations in relation to employees, agents or representatives hired or retained by the Contractor in connection with the performance of the Services and delivery of the Deliverables.
Contractor will be responsible for the calculation, reporting, deposit and payment of any such taxes and other obligations in full on a timely basis and prior to the imposition of any interest or penalties. Logitech will not reimburse Contractor nor have any liability for any penalties or interest which may be imposed due to a failure by Contractor to timely file returns or deposit or pay the due taxes or other obligations.
Contractor and Logitech are independent contractors and nothing in this Agreement creates a partnership, joint venture, or employer-employee relationship. Contractor will not be supervised by Logitech. Contractor is required to use its discretion in performing the Services, subject to the general direction of Logitech and the express condition that Contractor will at all times comply with applicable law.
Contractor is not the agent of Logitech and is not authorized to make any representation, contract, or commitment on behalf of Logitech unless specifically requested or authorized to do so by Logitech. Contractor agrees to accept exclusive liability for complying with all applicable state and federal laws governing independent contractors, including obligations such as payment of taxes, social security, workers' compensation, disability, and other contributions based on fees paid to Contractor, its agents, or employees, under this Agreement.
Contractor hereby agrees to indemnify and defend Logitech against any and all such taxes or contributions, including without limitation, penalties and interest. Contractor represents and warrants to Logitech that: a.
Contractor has all requisite right and authority to enter into this Agreement, and the performance of its obligations hereunder will not conflict with any of its agreements with or obligations to any third party.
Contractor will establish and maintain its status as an independent contractor by participating in Logitech's independent contractor evaluation and scoring process from time to time as specified by Logitech.
Contractor is responsible for the terms of temporary assignment or engagement for each Contractor Employee at Logitech; provided however, Contractor and Logitech review candidates to endure the best qualified fit. The Deliverables will not violate any patent, copyright, trademark, trade secret or other intellectual property right of any third party, or any privacy right of any third party.
Contractor is the sole and exclusive owner of, or has the right to enter into this Agreement on behalf of the owner of, any services or work product provided hereunder and any derivative works thereof prepared by or for Contractor pursuant to this Agreement. Contractor represents and warrants that, in performing its obligations under this Agreement, it complies with all applicable laws, orders and regulations of any governmental authority with jurisdiction over its activities in connection with this Agreement, including but not limited to, laws, orders and regulations pertaining to imports, exports, environmental laws, and any applicable laws against bribery and corruption, including the United States Foreign Corrupt Practices Act.
Contractor will furnish to Logitech any information required to enable Logitech to comply with applicable laws, orders and regulations related to this Agreement. In addition to, and without limiting the foregoing, Contractor represents and warrants that it, and each of its owners, directors, employees and every other person working on its behalf, has not and will not, in connection with the transactions contemplated by this Agreement or in connection with any other business transaction involving Logitech or Logitech's products, make, offer or promise to make any payment or transfer anything of value, directly or indirectly: a to any governmental official or employee including employees of government-owned and government-controlled corporations and public international organization ; b to any political party, official of a political party or candidate; c to any intermediary for payment to any of the foregoing; or d to any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the laws of the United States.
It is the intent of the parties that no payments or transfers of value will be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business. Contractor warrants that it is not owned, in whole or in part, by any non-U. Contractor will, at Contractor's expense, maintain insurance policies that cover Contractor's activities under this Agreement and the activities of Contractor's employees, agents and representatives, including, but not limited to, workers compensation insurance and commercial general liability, bodily injury liability, property damage liability, errors and omissions liability and media liability.
Contractor's insurance will be primary to any insurance maintained by Logitech. Insurance carried by Logitech will be excess only, and will be noncontributory to insurance carried by Contractor.
Upon the request of Logitech, Contractor will provide Logitech with a certificate of insurance evidencing such coverage. In addition, Contractor will provide Logitech thirty 30 days advance written notice of any cancellation or reduction in coverage or limits. Contractor agrees during the term of this Agreement not to accept work or enter into a contract or accept an obligation inconsistent or incompatible with Contractor's obligations under this Agreement or the scope of the Services.
Contractor further agrees not to disclose to Logitech, bring onto Logitech's premises, or induce Logitech to use any confidential information that belongs to anyone other than Logitech or Contractor. Confidential Information does not include information that: 1 was rightfully known to Contractor at the time of disclosure without an obligation of confidentiality, 2 is lawfully obtained by Contractor from a third party without restriction on use or disclosure, 3 is or becomes generally known to the public through no fault or breach of this Agreement, or 4 is developed independently by Contractor without use of the Confidential Information.
Contractor will not use the Confidential Information except as necessary under this Agreement, and will not disclose any portion of the Confidential Information to any other person or entity.
Contractor will use all reasonable steps to protect the Confidential Information from unauthorized use or disclosure, including but not limited to all steps Contractor uses to protect its own proprietary, confidential and trade secret information. The Confidential Information is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
Contractor further agrees that, in the event it determines that any portion of the Confidential Information is not confidential for the reasons set forth above, it will give Logitech at least ten 10 days notice before disclosing such portion to any third party.
The obligations of confidentiality set forth in this Section 3. In the event that Logitech furnishes any of the following items to Contractor in connection with this Agreement, such items shall be referred to herein as "Logitech Property" regardless of whether such items constitute the Confidential Information of Logitech : any equipment, tools, software, access to information technology systems, or documents or other materials relating to the products of Logitech, its business or customers or suppliers which may include, without limitation, drawings, blueprints, manuals, letters, notes, notebooks, reports, sketches, formulae, memoranda, records, files, computer programs, machine listings, data, employee lists, part numbers, costs, profits, market, sales, customer lists and the like.
All Logitech Property is and remains Logitech's sole and exclusive property. SPI: Sensor peripheral interface is highly optimized for maximum processing speed and efficiency. MCU: Microcontroller unit translates data from the processor, via enhanced firmware, faster than ever before. Nano receiver connects discretely via USB and is fully capable of transmitting at a report rate of 1, Hz 1 ms to the PC.
It works with the G , and G wireless gaming mice. You can even synchronize lighting effects with Logitech G keyboards, speakers, and headsets for a unified look and feel. Tune your performance with your surface of choice. We include both our cloth and hard pads so you can customize and swap interchangeably. I might never go back. A Revolution in Gaming. Infinite Power. Wireless Charging Technology. Integrated Power and Connectivity.
No Wires, No Limits.
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