KÜHL Outsiders

Terms of service

Welcome to the KÜHL Outsiders. This is a collaboration between you and KÜHL and we can't wait to see you repping the brand! Please read and sign the contract below to continue within the program.

Agreement between: Outsiders Applicant and KÜHL.

THE PARTIES

  1. KÜHL (“KÜHL”, “The Company”, or “Company”), a company registered in The United States of America whose registered office is at 1635 S 5070 W, Ste C, Salt Lake City, UT 84104, and
  2. Name of Applicant as per profile & signed below, (“Outsiders Applicant” or “Applicant”).

Outsiders Applicant undertakes to complete the following Scope of Work which is part of the KÜHL Outsiders Program.

SCOPE OF WORK A. Outsiders Applicant must sign up for the KÜHL Outsiders and participate in required tasks to be able to receive rewards, product vouchers, and have the chance to be featured on KÜHL’s digital channels. i. KÜHL requires Outsiders to post at least twice on their Instagram Grid within 30 days after receiving their KÜHL product (Welcome Gift). ii. After the first post goes live, Outsiders can take part in as many tasks and challenges as they please to level up in the program. iii. A minimum of 2 accepted photo and/or video task submissions are required per month to remain in the Outsiders program. If for unforeseen circumstances this minimum cannot be met, you must inform the Outsiders team within said month to avoid being terminated. B. All social media posts submitted to the program must include i. Tags to all relevant KÜHL channels (@kuhl). ii. Brand hashtags #KUHL #KUHLOutsiders. iii. We ask that you avoid showing KÜHL competitor logos in posts submitted.

WELCOME GIFT A. In exchange for Outsiders Applicant first being accepted into the program and signing the contract, KÜHL will provide Outsiders Applicant with a product voucher worth $150. This voucher may only be used on orders shipping within the US or Canada. Please contact the Outsiders team should you need an international shipment. B. Outsiders Applicant acknowledges that in exchange for the Welcome Gift, Outsiders Applicant must complete the deliverable outlined in the “Scope of Work” section. C. Should Outsiders Applicant receive product from KÜHL and not meet the program requirements within 30 days of receipt, the Outsiders applicant will be removed from the program.

  1. TIMELINE The first post must go live within 30 Days of signing up for the Outsiders and after receiving your KÜHL product Welcome Gift.

  2. TERM a. This Agreement shall commence on the date Outsiders Applicant signs up for the Outsiders and shall remain in force until Outsiders Applicant completes all items set out in the Scope of Work or is otherwise terminated as provided for in clause 9 (Termination). b. Should the Outsiders Applicant be terminated or choose to terminate this agreement, KÜHL reserves the rights outlined in clause 3 (Usage) for a minimum of 6 months after termination.

  3. USAGE KÜHL may use the content produced by Outsiders Applicant under the Scope of Work for its social media, email, and website marketing worldwide. Outsiders Applicant has absolute rights as to the creative contents. KÜHL will have the right to use all materials produced as part of the Scope of Work during the partnership, or for 6 months after termination of the agreement, and the Outsiders Applicant agrees that the content on KÜHL’s social media channels posted in the usage period will not be deleted and will fall organically towards the bottom of the feed, and may be used for archival purposes. KÜHL may request full resolution images/videos of your submissions at any time within the Term (clause 2) and Outsider’s Applicant must to comply within 7 days.

  4. EXCLUSIVITY PERIOD This agreement is a non-exclusive agreement and shall not prevent the Outsiders Applicant and their social media platforms from performing any services for any other party, as long as these services do not violate the below terms: a. Submissions to the program may not prominently feature a competitor of KÜHL, including but not limited to: competitor logos, recognizable competitor products, competitor account/user tags, competitor hashtags, and competitor callouts in captions or comments on submissions. Submissions featuring a competitor of KÜHL may be rejected without explanation. Multiple submissions featuring a competitor may lead to removal from the Outsiders program with or without warning.

  5. RELEASE OF LIABILITY; WAIVER OF CLAIMS; AND INDEMNIFICATION a. OUTSIDERS APPLICANT KNOWINGLY AND FREELY ASSUME ALL RISKS, INCLUDING RISKS OF BODILY INJURY AND DAMAGE TO PROPERTY, BOTH KNOWN AND UNKNOWN, WHETHER OR NOT READILY FORESEEABLE AT THIS TIME, AND FULLY ACCEPTS AND ASSUMES ALL RESPONSIBILITY FOR ANY AND ALL LOSSESS, COSTS, DAMAGES OR EXPENSES OUTSIDERS APPLICANT INCURS AS A RESULT OF PROVIDING THE SERVICES. b. Outsiders Applicant agrees to indemnify and hold KÜHL, together with its officers, directors, employees, agents, and representatives (collectively, “Indemnitees”) harmless from and against any and all losses, liabilities, claims, demands, or obligations (including but not limited to personal injuries and damages to property) that may be asserted against Indemnitees in connection with, related to, or arising out of Outsider Applicant’s services or actions under this Agreement, or as a result of a breach or the inaccuracy of any of Outsiders Applicant’s representations under this Agreement or in providing the Scope of Work, whenever asserted, and for all expenses, including without limitation attorney’s fees, expert witness fees, and costs, that may be incurred by Indemnitees on account of or arising out of or in connection with such claim, demand, or obligation.

  6. RELATIONSHIP OF PARTIES Nothing in this Agreement shall create an employment relationship between Outsiders Applicant, its agents or employees, and The Company.

  7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY a. The Parties agree to keep confidential the terms of this agreement and any confidential information acquired by either party during the provision of the services as set out in the Scope of Work. b. Outsiders Applicant agrees that all intellectual property rights, including products, marketing campaigns, copy, photographs, or other materials used or created in connection with the services provided under the Scope of Work remain the property of The Company. Outsiders Applicant is permitted to use The Company’s intellectual property for the sole purposes of providing the services set out in the Scope of Work and only as authorized by KÜHL. Upon expiry or termination of this agreement, Outsiders Applicant agrees to return or destroy any property or confidential material belonging to KÜHL.

  8. FORCE MAJEURE If, by reason of any event of force majeure, either party shall be delayed in or prevented from reperforming any of the provisions of this Agreement (otherwise than as to payment of money), then the obligations of the party so impeded shall be suspended during such period of delay or prevention. In such an event the parties will use their best endeavors to minimize and reduce any period of suspension, and no loss or damage shall be claimed by either party from the other by reason thereof. The expression "force majeure" shall mean and include fire, flood, lightning, casualty, lockout, strike, labor condition, industrial action of any kind, unavoidable accident, act of terrorism, national calamity or riot, Act of God, the act of any legally constituted authority, any cause or event arising out of or attributable to war or civil commotion, loss of financial or economic stability, malicious mischief or theft, or any other cause or event (whether of a similar or dissimilar nature) outside the control of the parties.

  9. TERMINATION a. Either party may terminate this Agreement immediately by written notice if the other party: i. Commits an irremediable material breach of this Agreement; or ii. Commits a material breach of this Agreement which is capable of remedy and fails to remedy such breach within thirty (30) days after receiving written request to do so specifying details of the breach complained of; or iii. Becomes insolvent or if any insolvency proceedings are commenced against it. b. KÜHL reserves the right to immediately terminate this agreement by written notice at any time, with or without explanation or cause.

  10. GOVERNING LAW Approval and acknowledgement of terms will be agreed to, accepted & considered binding under the governed & construed accordance with the law of the State of Utah and the parties submit to the exclusive jurisdiction of Utah courts.

Agreed and Confirmed by the Parties of their duly appointed representatives.

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