BONANZA Influencer Service Terms

These Influencer Service Terms (the "Terms") constitute the general terms of the Influencer Service Terms Confirmation Form (the "Confirmation Form") signed by the Influencer or Agency on the agreement date. Together, these Terms and the Confirmation Form form the complete and legally binding agreement between Bonanza, Inc. ("Bonanza") and the Influencer or Agency (the "Agreement").

1. Definitions and Interpretation

1.1 Unless otherwise defined, capitalized terms used in these Terms have the meanings assigned in the Confirmation Form.

1.2 In these Terms, the following terms have the meanings set forth below:

• Affiliate: Any entity that controls, is controlled by, or is under common control with another entity. "Control" means direct or indirect ownership of more than 50% of voting rights or equity, or the power to govern management or business decisions through contract, management agreement, or otherwise.

• Applicable Law: All laws, regulations, ordinances, rules, judgments, orders, industry rules, and data protection laws applicable to either party.

• Business Day: Any day that is not a Saturday, Sunday, or legal holiday in the state of Washington, USA.

• Commercially Reasonable Efforts: The care, prudence, and diligence reasonably expected from a well-managed business to achieve the same objective under similar circumstances.

• Confidential Information: Any non-public business, technical, or financial information, including the terms of this Agreement and fee arrangements, excluding:

  • Information already publicly available

  • Information lawfully obtained from a third party

  • Independently developed information

  • Information lawfully possessed prior to disclosure

• Bankruptcy Event: Includes, but is not limited to, liquidation, insolvency, debt restructuring, or asset takeover.

• Influencer Content: All content created by the Influencer under this Agreement, including text, images, video, audio, graphics, animation, and other creative works.

• Personal Rights: Rights related to the Influencer's name, likeness, voice, image, identity, or publicity.

• Intellectual Property: All copyrights, trademarks, patents, design rights, database rights, trade secrets, and related rights.

• Representatives: Affiliates of the parties and their directors, officers, employees, consultants, or agents.

2. Term of Agreement

2.1 This Agreement becomes effective on the Effective Date stated in the Confirmation Form and remains valid for the initial term listed in the Confirmation Form.

2.2 Bonanza may provide written notice to extend the term prior to the expiration of the initial term.

2.3 The initial term and any extension together constitute the "Term".

3. Services

3.1 The Influencer or Agency shall independently provide the agreed services during the Term in accordance with the Confirmation Form and Bonanza’s requirements.

3.2 Services include, but are not limited to, content creation, social media posting, brand promotion, and related activities reasonably requested.

3.3 Services must:

• Comply with Applicable Law

• Meet professional standards of comparable industry influencers

• Be truthful, original, and accurate

• Not mislead the public

3.4 The Influencer shall:
a. Complete promotional activities as agreed
b. Provide original, high-quality content
c. Reasonably consider creative suggestions from Bonanza
d. Not publish defamatory, disparaging, or reputation-damaging content
e. Not include illegal, discriminatory, infringing, or inappropriate content
f. Not subcontract services without written permission

3.5 Bonanza has the right to review Influencer Content prior to publication and request modifications or removal of non-compliant content.

4. Fees and Payment

4.1 Bonanza will pay the Influencer fees according to the Confirmation Form.

4.2 No additional compensation will be paid beyond the agreed fees.

4.3 Payment will be made via bank transfer.

4.4 Bonanza may withhold payment for disputed amounts.

4.5 Each party is responsible for applicable taxes. Bonanza may deduct withholding taxes as required by law.

5. Intellectual Property

5.1 All Influencer Content shall be exclusively owned by Bonanza upon creation.

5.2 The Influencer irrevocably transfers all related intellectual property rights to Bonanza permanently.

5.3 To the extent permitted by law, the Influencer waives moral rights.

5.4 The Influencer grants Bonanza a global license to use their name, likeness, and image for promotional purposes.

5.5 Bonanza retains all trademarks, brands, and platform-related intellectual property.

5.6 The Influencer may use Bonanza branding only within the scope of performing this Agreement.

6. Beneficiaries of Services

Services may be used by Bonanza or its affiliates.

7. Termination

7.1 Either party may terminate this Agreement by written notice in case of material breach if not cured within 14 days.

7.2 Bonanza may terminate this Agreement without cause with seven days’ prior written notice.

7.3 Termination does not affect accrued rights and obligations.

7.4 If terminated due to Influencer’s material breach, Bonanza may require repayment of fees for unperformed services.

8. Confidentiality

Both parties shall maintain strict confidentiality of Confidential Information and shall not disclose it without written consent.

This clause survives termination of the Agreement.

9. Disclaimer

Bonanza does not guarantee the Influencer’s earnings, reach, or business results.

10. Limitation of Liability

Except in cases of willful misconduct or gross negligence, neither party shall be liable for indirect or consequential losses.

11. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Washington, USA.

Disputes shall first be resolved through negotiation; if unsuccessful, disputes shall be submitted to arbitration with competent jurisdiction in Washington State.

12. Entire Agreement

This Agreement constitutes the complete agreement between the parties and supersedes any prior oral or written arrangements.