Brand Partner Terms & Conditions

BRAND PARTNERSHIP TERMS & CONDITIONS

Last Revised: January 3, 2022

These Terms & Conditions may be updated at any time. We encourage you to check back for updates. Your continued acceptance of the benefit of any Insertion Order indicates your agreement to be bound by these Terms & Conditions.

1. Definitions. All capitalized terms not otherwise defined in these Terms & Conditions have the meaning set forth in the IO.
1. Definitions. All capitalized terms not otherwise defined in these Terms & Conditions have the meaning set forth in the IO.
1.1. “Activation” means each advertisement, advertorial, digital media ad unit, campaign, Licensed Goop IP, and/or sponsorship benefit provided by Goop to Client specified in an IO.
1.2. “Agreement” means these Terms & Conditions, the IO, and all attachments identified therein and attached thereto.
1.3. “Applicable Laws” shall mean all applicable laws, regulations, governmental rules, and standards (including those guidelines, codes and standards of any applicable recognized self-regulatory body or industry association).
1.4. “Client” means the client Party identified in the IO.
1.5. “Client Content” means all text, photographs, illustrations, artwork, designs, survey questions, general promotional, advertising, packaging, collateral or other display materials, media, promotions, advertising and promotional concepts (including, but not limited to, slogans, campaigns or programs) and any other creative, content or material created or provided by or on behalf of Client hereunder for use in the Activations or otherwise for use by Goop in connection with Goop’s provision of Services.
1.6. “Client Marks” means the trademarks, trade names, service marks, or logos provided by or on behalf of Client hereunder for use in the Activations and otherwise in connection with Goop’s performance under the Agreement.
1.7. “Client IP” means, collectively, the Client Content and Client Marks.
1.8. “Client Products” means each product or service promoted or offered by Client hereunder.
1.9. “GP” means Gwyneth Paltrow.
1.10. “GP Identification” means GP’s name, nickname, signature, image, likeness, voice, and all other attributes that serve to identify GP.
1.11. “Goop” means Goop, Inc. and its affiliates and subsidiaries, if applicable.
1.12. “Goop Content” means all content, including without limitation, editorial content, text, photographs, illustrations, artwork, designs, and other material created or provided by Goop hereunder, whether or not such Goop Content (i) appears on Goop owned and operated channels or on any third party social platform of any kind or (ii) bears any Goop Marks.
1.13. “Goop Event” means a Goop offered experiential event specified in the IO.
1.14. “Goop IP” means, collectively, the Goop Content, Goop Marks, and Goop Properties.
1.15. “Goop Properties” means all Goop owned, licensed, controlled and/or affiliated websites, mobile applications, social media channels, digital communications, Goop Events, and related digital products and services distributed by any means or media.
1.16. “Goop Marks” means the trademarks, trade names, service marks, logos, icons, and/or brands of Goop.
1.17. “Goop Users” means all consumers who engage with any of the Goop Properties.
1.18. “Goop User Data” means all data, including without limitation, names, addresses, e-mail addresses and other information, collected about a user, or a computer or device operated by a user, while visiting a Goop Property (including without limitation in the course of participating in a Goop Event), by any means.
1.19. “Impression” means a digital impression. Newsletter impressions reflect subscribers as of date of IO. Social media impressions reflect followers of the identified channel as of date of IO.
1.20. “IO” means an insertion order signed by both Parties that sets forth the Activations, delivery schedule, and other terms of performance under the Agreement.
1.21. “Licensed Goop IP” means that certain Goop IP and licensed for Client’s use as set forth in the IO.
1.22. “Party” means each of Client and Goop.
1.23. “Promotion” shall mean and refer to a promotion of any sort that includes Goop IP and/or where a prize or reward is provided by or on behalf of Goop, including but not limited to sweepstakes, contests, tournaments, or product giveaways, and offering of a promotional code created by Client.
1.24. “Services” means the services, including each Activation, provided by Goop to Client under the Agreement.

2. Services
2.1 Services. Goop shall provide the Services as stated in the IO, subject to and in accordance with the terms and conditions of this Agreement. Unless expressly stated in the IO, all IOs and all Activations are non-cancellable. All Activations are non-transferable and for use solely by Client.
2.2 Placements. Except as otherwise expressly provided in the IO, positioning of Activations within Goop Properties is at the sole discretion of Goop, and Goop shall have the right in its sole discretion to reformat or redesign any Goop Property in its sole discretion without notice. Unless otherwise specified in the IO, Goop makes no minimum guarantees as to performance, including without limitation number of Impressions. Client acknowledges that websites and social channels on which Activations may be displayed or delivered may be controlled by other parties, not Goop, and as a result Goop is not responsible for such websites or the content or services offered thereon.
2.3 Reach and Deliverability. For digital Activations, total Impressions are only guaranteed to the extent specified in an IO. If an IO includes reference to newsletter subscribers, social medial followers or podcast listens or downloads, the predictability forecasting and conversions for such deliverables may vary. Guaranteed delivery, even delivery of makegoods, is not available for placements in a newsletter, social media channel or podcast.
2.4 Viewability. For digital Activations, Goop must be notified of viewability KPIs prior to signature on an IO, otherwise no viewability measurements can be honored. Goop reserves the right to freely optimize the digital Activation in order to meet Client viewability KPIs, including removal of underperforming sizes, underperforming placements or other modifications made in Goop’s sole and absolute discretion. Goop also reserves the right to upcharge rates in order to compensate for overdelivery of Impressions to adhere to viewability requirements. Goop will use commercially reasonable efforts to meet mutually-agreed upon benchmarks for digital Activations monitored for viewability. For digital Activations executed on viewability requirements, Goop will optimize and serve Impressions needed to meet specified viewability thresholds with no Impression cap or liability for third party ad serving fees unless discussed and agreed in advance in writing with Client. Goop requires access to reporting through Media Rating Council (MRC) accredited third party vendors for all tracking, optimization, reporting and invoicing purposes. Goop reserves the right to dispute delivery of discrepant measurements if there is a difference between the controlling measurement and another measurement, and first party data will supersede third party data if the difference is more than 10%.
2.5 Tracking and Ad Verification. For digital Activations, Goop will accept third party verification from MRC accredited third party vendors (with a preference for MOAT, DV, IAS, Comscore or Google Ad Manager). If Client engages a vendor not accredited by MRC, Goop will not be responsible for any discrepancies. Client and Goop will agree, in advance, on whitelisting terms and categories before launching any ad blocking verification.
2.6 Reporting. For digital Activations, Goop will track delivery through its ad server and, provided that Goops has approved in writing a third party ad server to run on its properties, Goop will track delivery through such third party ad server. Goop may substitute the specified third party ad server data with first party data from Goop’s own ad server for any placements deemed site-served at signature of the IO. Goop reserves the right to dispute delivery of discrepant measurement if there is a difference between the first party ad server data and the third party ad server data. First party data will supersede third party data if the difference is more than 10%. If Client chooses to append more than three “tracking” pixels, Goop is not responsible for any data discrepancy for any measurement beyond the third tracking pixel. If there is an issue with verifying the accuracy of data obtained from a third party ad server, the first party ad server data will be used for reconciling optimization and performance metrics.
2.7 User Data Collection and Sharing. If granted in the IO, Client may have the right to have Client tracking technologies for marketing, advertising and/or promoting Client’s products/services placed on Goop Properties during the Term (“Client Trackers”). Any Client Trackers created by or on behalf of Client for placement on Goop Properties may be tagged solely for the purpose of collecting data geared toward measuring the performance of a Client-branded campaign (e.g., an advertisement server placement tag), in each case, as approved by Goop in its sole discretion. Client shall not be permitted to, and shall not permit any third party to, (a) collect any Goop User Data from any Client Trackers without Goop’s prior written approval (which may be given or withheld by Goop in its sole discretion), or (b) place any browser-based cookies, “Flash” cookies, web beacons, pixels, tags or any other technology designed to, or which otherwise, tracks any Goop User’s activity on Goop Properties for any purpose (including, without limitation, for purposes of online behavioral advertising, creating profiles on Goop Users or other means or tracking purposes) on or in any Client Trackers. Any collection of Goop User Data for the purpose of serving advertisements to, or otherwise targeting or actively engaging with, Goop Users is prohibited without Goop’s prior written consent. In the event that Goop approves the collection of Goop User Data from Client Trackers placed on Goop Properties, all Goop User Data: (i) must be approved by Goop in writing; (ii) may be used to assist in generating performance records against first and third party data, but may not be used for billing or for any other purpose or be sold, transferred or otherwise provided to any third party; (iii) must be made available for review by Goop upon Goop’s written request; and (iv) must be destroyed or aggregated such that it cannot be linked to any unique Goop User or Goop User’s device within six (6) months from the date of collection. At all times, Client shall (x) maintain and implement industry best practices and other self-regulatory customs and practices relating to Goop User Data, and (y) comply with all Applicable Laws pertaining to Goop’s collection, use, storage, transmission, disclosure and delivery of Goop User Data.
2.8 Editorial. Editorial sponsorships and/or integrations are not available for Client review prior to launch unless specifically agreed to in writing by Goop on a case-by-case basis. Goop editors shall have sole discretion to select Client Product(s) and format of product integration featured within editorial content.
2.9 Goop Events.
2.9.1 As an express condition of permitted attendance at any Goop Event, Client shall agree to Goop Event policies and restrictions, including without limitation any identified prohibitions on recording, publicly speaking of or otherwise disclosing Goop Event agendas, discussions, activities or other attendees. If Client provides or makes available Client Products at or in connection with any Goop Event, Client shall be fully responsible for any use of or access to such Client Products, including without limitation compliance with highest prevailing industry standards for end user safety, all on-site requirements for such Client Products (e.g., load in, load out), and, in Goop’s sole discretion, securing from each individual granted access to such Client Product a full written release of Goop and GP and waiver for any claims arising out of any access or use thereof.
2.9.2 Goop shall solely and exclusively own and control all right, title and interest in and to the Goop Events and all elements and components thereof and relating thereto, including, without limitation: (i) all rights in and to the Goop IP, and confidential business information, including ideas, designs, drawings, artwork, and business and marketing plans and proposals; (ii) all copyrights and other intellectual property rights in and to the Goop Events and the exploitation thereof; (iii) all rights to create audio visual content based on the Goop Events and all derivatives thereof, including without limitation content featuring Client, Client’s Products, goods or services, and/or Client IP; (iv) all rights to distribute, exhibit, reproduce, broadcast, sell, use, license, promote, advertise and otherwise exploit such content, in any and all media and by all means now known or hereafter devised and in all languages, throughout the universe in perpetuity; (v) all concepts, designs, formats, course layouts, plans, rules, information and materials used to organize, promote, conduct, publicize, record, and broadcast the Goop Event; (vi) all rights in and to the title of the Goop Event; (vii) all rights to advertise and publicize the Goop Event; (viii) all merchandising rights related to the Goop Events; (ix) all physical property made or acquired in connection with the Goop Events; and (x) all other rights of any kind or nature which now pertain, or in the future may pertain, to the Goop Event.s Goop shall be entitled to receive all revenues in connection with the Goop Event and any exploitation thereof. Goop shall have complete control, in its sole discretion, over the exploitation of the Goop Events. Goop shall have the right but not the obligation to exploit the Goop Events or to exercise any or all of its rights under this Section 2.9.2 or to discontinue any of the foregoing if commenced, in its sole discretion.
2.10 Promotions. If Client is entitled to conduct a Promotion in the IO, such Promotion shall require the prior written approval of Goop and all costs and expenses attributable thereto shall be borne by Client, it being understood and agreed that it shall be a condition precedent prior to any such consent that the terms and conditions of this Section have been satisfied by Client. Client will be solely responsible for all aspects of the Promotion including, without limitation and as applicable, the following: (i) Offering, executing, operating, administering and fulfilling (collectively, “Administering”) the Promotion on mutually agreed dates; (ii) creating all terms and/or rules for any suchPromotion (“Official Rules”) in compliance with Applicable Laws, including, without limitation, all laws governing the operation of sweepstakes promotions and fair and truthful advertising (“Applicable Promotion Laws”); (iii) ensuring that the Official Rules include (a) a grant of publicity rights to Goop to use the winner’s name and likeness, and any content submitted by the winner, in connection with the applicable prizes and/or its business; and (b) a comprehensive release and indemnification of Goop and GP, and their respective subsidiaries, affiliates, officers, directors, employees, and agents (collectively, the “Goop Parties”) from all liability under the Promotion, including the award of any prizes; (iv) filing any registrations, bonds and/or accounting required under Applicable Promotion Laws; (v) supervising the proper selection of all potential Prize (as defined below) winners, and collecting standard releases, affidavits and other prize paperwork from each winner (such paperwork shall include terms restricting each winner’s use of Goop IP or proprietary rights, including the GP Identification); (vi) fulfillment of all prizes under the Promotion to each winner (the “Prizes”). Upon Goop’s request, Client shall provide Goop with all Official Rules for any approved Promotion for Goop’s review in order to ensure compliance with the terms of this Section; provided that Goop’s review and/or comment on such Official Rules shall in no way reduce Client’s responsibility or indemnification obligations herein. The terms of usage of any Prizes to be provided by Goop shall remain subject to Goop’s policies regarding the usage of same. Additionally, upon Goop’s request, Client shall provide Goop with data analytics regarding the Promotion and the engagement of Goop Users.
2.11 Timelines. Goop shall notify Client of any schedule or timeline required for an Activation. All Client Content must be submitted at least ten (10) business days prior to intended use for Goop approvals. Client’s failure to meet timelines may, at Goop’s discretion, result in forfeited placements and Goop shall have no obligation to provide any makegoods for such placements.
2.12 Activation Approvals. The form, content, presentation and exercise of all Activations granted to Client under this Agreement (including, without limitation, all Client Content) shall be subject to: (i) the approval of Goop; and (ii) all Applicable Laws, as they exist at the time any such Activation is exercised, having jurisdiction over or applicable to the exercise of any such Activations. In the event that the approval of Goop is required pursuant to this Agreement, Goop agrees to provide notice to Client of its approval or disapproval in a timely manner. Goop’s review of any Client Content is undertaken on the basis that Client has cleared such Client Content for compliance with Applicable Laws and, as such, Goop’s review and subsequent approval of any Client Content shall not imply a representation or belief on behalf of Goop that such Client Content complies with Applicable Laws. Client agrees that following Goop’s approval hereunder (including, with respect to form, content or presentation), Client shall not deviate from the approved submission, with any failure to do so deemed a material breach hereunder. Any approval by Goop shall not be construed to make Goop responsible for any act or omission of Client. Any commercial or government censor and/or clearance requirements, and all matters and costs with respect to the fulfillment of any Activations granted to Client by Goop under the Agreement, shall be the sole responsibility of Client, except to the extent expressly set forth elsewhere in the Agreement.
2.13 Reporting. Goop shall make available reporting of Activations delivered hereunder, and third party reporting shall be deemed determinative for purposes of delivery. If third party tracking is not provided by Client or is otherwise unavailable for a particular Activation, first party reporting shall be deemed determinative for purposes of delivery.
2.14 No Competitive Keyword Bidding. Client agrees that neither Client, nor any of Client’s agents, representatives, affiliates or otherwise, shall engage in any competitive bidding for any Goop Keyword on any keyword-based advertising platform (including without limitation, Google, Yahoo, and Bing). A “Goop Keyword” shall mean and refer to an internet adword or keyword that includes, in whole or in part, any Goop IP, or Goop product name.
2.15 Substitution; Makegoods. In the event that an Activation becomes unavailable for any reason, Goop shall have the right to substitute such Activation with another activation of equal or greater value in Goop’s sole discretion upon notice to Client. Subject to the other provisions of this Section 2, in the event that Goop fails to publish a digital ad placement (“Ad”) in accordance with the schedule agreed upon pursuant to the IO (or in the event of any other failure, technical or otherwise, of such Ad to appear as provided in the IO), or to deliver the number of Impressions guaranteed (if applicable) or otherwise specified on the IO, the sole liability of Goop to Client shall be limited to either a pro-rata refund to Client of the ad fee paid, if any, or placement of the Ad at a later time in a comparable position.

3. Ownership; Licenses; GP Identification.
3.1 Client hereby grants Goop (and its assignees, designees or licensees) the non-exclusive, royalty free license and right to use, create derivative works of, and sublicense the Client Marks and Client Content solely in the performance of the Services. All goodwill arising from such use of the Client Marks shall inure to the benefit of Client. Client shall retain all right, title, and interest, including all copyright, trademark, and other intellectual property rights, in and to the Client Content and Client Marks.
3.2 Goop hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, royalty-free (unless otherwise so stated herein) license for Licensed Goop IP only for the uses and duration expressly specified in the IO, and subject to Goop’s approval before each proposed use. If not specified in the IO, Goop grants the above-referenced license for Licensed Goop IP only for organic use on Client’s digital owned and operated channels and only for a period of six (6) months from the date of the IO. Unless set forth specifically in the IO, the above referenced license shall not be used in connection with paid marketing activities by or on behalf of Client or its affiliates without Goop’s prior written consent before each proposed use. Subject to the foregoing license, Goop shall retain all right, title and interest, including all copyright, trademark, and other intellectual property rights, in and to the Goop IP. Without limiting Goop’s other rights hereunder, Goop shall have the right to revoke and terminate Client’s license to use the Licensed Goop IP if, in Goop’s sole reasonable opinion, such Client’s use or display of such Licensed Goop IP might subject Goop to unfFavorable regulatory action, violate any law, infringe or misappropriate the rights of any third party, or otherwise subject Goop or Client to liability or disrepute for any reason. In such event, Client shall cease using any such Licensed Goop IP upon written notice by Goop to Client to withdraw such Licensed Goop IP as soon as technically and commercially feasible and in any event no later than forty-eight (48) hours thereafter.
3.3 If Client wishes to reshare Goop Content (and such resharing right is not expressly provided for in an IO), then Client shall be responsible for obtaining all permissions and consents for media and/or content included in the Goop Content for Client’s use (e.g., stock photos, subject releases, etc.).
3.4 GP shall retain all rights of publicity, trademark, and intellectual property in and to the GP Identification. Client shall not use the GP Identification in any manner, except solely to the extent expressly authorized in writing by GP.
3.5 Client acknowledges Goop’s exclusive rights in the Goop IP, and further acknowledges that the Goop IP are unique and original to Goop and that Goop is the owner thereof. Client will not, at any time during or after the Term, dispute or contest, directly or indirectly, Goop’s exclusive right, title and interest in and to the Goop IP or the validity, enforceability, registration or use thereof. Goop, however, makes no representation or warranty with respect to the validity or enforceability of any trademark registration or copyright registration which may issue or be granted therefrom.
3.6 Non-disparagement. Client agrees that neither it nor any authorized representative thereof shall make any public statement (whether oral or written) which libels, slanders or otherwise disparages either Goop or GP or any then-current officers or directors of Goop, or its stores, websites, brands or products. Goop, and GP, as applicable, shall each be entitled to injunctive or other equitable relief to prevent breaches of the foregoing.

4. Representations and Warranties.
4.1 Each Party represents and warrants to the other Party that: (a) such Party has the full right, power and authority to enter into this Agreement and to perform the acts required hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its obligations and duties hereunder, do not and will not violate any agreement to which such Party is a party or by which it is otherwise bound; (c) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (d) the other Party’s use of the granting party’s Client IP or Licensed Goop IP, as applicable, as approved by the granting Party, will not infringe or violate the rights of any third-party and will not give rise to any payment obligation on the part of the using Party to any third-party.
4.2 Client hereby represents and warrants that: (a) it has or shall obtain all licenses, agreements, permits, waivers, releases, registrations, approvals and/or authorizations required in connection with this Agreement and that such licenses, agreements, permits, waivers, releases, registrations, approvals and/or authorizations will be valid and sufficient for the performance of its obligations hereunder; (b) all offers in Client Content, and statements concerning Client’s and its competitors’ products contained in the Activations shall be truthful and accurate, and Client Content shall not violate Applicable Laws; (c) the Client Products, when offered for sale or other provision by Client, (i) will be free from material defects (both latent and patent), and (ii) will be fit for the purpose for which they are designed; (iii) and will be consistent with the Goop brand message as reflected at https://Goop.com/whats-Goop/ ; and (iv) if provided or made available at or in connection with a Goop Event, will be offered or controlled at all times by Client personnel who have training and, if applicable, certifications or licenses, necessary for provision of such Client Products in accordance with highest prevailing industry standards; and (d) Client will comply with all Applicable Laws and industry standards in connection with its marketing advertising, promotion, manufacture, distribution, and sale of the Client Products and any other products or services offered by Client, including without limitation, child labor, fair labor standards, and environmental laws.
4.3 Goop hereby represents and warrants that Goop will render the Services required under this Agreement in a competent and professional manner.
4.4 EXCEPT AS SET FORTH HEREIN, THE PARTIES HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5. Indemnification.
5.1 Goop shall indemnify and hold harmless Client from and against any loss, expense (including reasonable attorneys’ fees), claim, cost, judgment, liability, damages or settlement costs (“Claims”) incurred by or made against Client arising out of the following, except to the extent arising from Clients’s negligence and/or willful misconduct, whereupon each such Party shall be responsible as and to the extent of its fault: (a) any infringing use of Licensed Goop IP or Goop Content (provided that Client’s use of the Licensed Goop IP or Goop Content is in accordance with and as permitted under the terms of this Agreement and any other instructions given by Goop to Client regarding the use of any such IP or Content); (b) the unauthorized use, or allegation of such use, of Client IP by Goop; (c) any breach of any representation, warranty, term or condition of the Agreement by Goop.
5.2 Client shall indemnify and hold harmless the Goop Parties from and against all Claims incurred by or made against any of the Goop Parties arising out of the following, except to the extent arising from Goop’s gross negligence and/or willful misconduct, whereupon each such Party shall be responsible as and to the extent of its fault: (a) the unauthorized use, or allegation of such use, of any Goop IP by Client; (b) any infringing use, or allegation of such use, by Goop of the Client IP (provided that Goop’s use of Client IP is in accordance with and as permitted under the terms of this Agreement); (c) the breach of any representation, warranty, term or condition of the Agreement by Client; (d) any Client Content or Promotions (including Claims of unfair or fraudulent advertising; (e) Client participation at any Goop Event, including without limitation provision or making available any Client Products at such Goop Events; (f) the Client Products as well as any products or services manufactured, distributed, sold or provided by Client; (g) the ownership, use or display of any artwork, software or other materials supplied by Client or any of its employees, agents or representatives; or (h) any promotion executed or displayed by Client and/or the exploitation of any of the Activiation granted under the Agreement.
5.3 The Party seeking indemnification shall give the indemnifying Party prompt notice of any Claim subject to indemnification hereunder. If the indemnifying Party wishes to contest and defend the Claim, the indemnifying Party shall provide notice of its intention to contest and defend the Claim to the indemnified Party within twenty (20) business days after the indemnified Party’s notice of such Claim (unless a shorter response period is required under the circumstances). Such contest and defense shall be conducted by reputable attorneys employed by the indemnifying Party. The indemnifying Party shall have the right to participate in and, at indemnifying Party’s option, to control any defense, compromise, litigation, settlement or other resolution or disposition of such Claim; provided that it shall meaningfully consult with the indemnified Party regarding the selection of counsel and all material decisions pertaining to any defense, compromise, litigation, settlement or other resolution or disposition of such Claim. The indemnified Party shall be entitled, at its own cost and expense, to participate in such contest and defense and to be represented by attorneys selected by the indemnified Party. If the indemnified Party elects to participate in such defense, the indemnified Party will cooperate with the indemnifying Party in the conduct of such defense. Neither the indemnified Party nor the indemnifying Party may concede, settle or compromise any Claim without the consent of the other Party, which consent shall not be unreasonably withheld.

6. Limitation on Liability. WITH THE EXCEPTION OF LIABILITY PURSUANT TO SECTIONS 3, 5, 7 AND 8 HEREOF, OR THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF EITHER PARTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) RESULTING FROM SUCH PA’TY’S PERFORMANCE OR ANY FAILURE TO PERFORM HEREUNDER, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH. GOOP’S CUMULATIVE LIABILITY RELATED TO DIRECT DAMAGES WILL BE LIMITED TO THE FEES RECEIVED BY GOOP.

7. Data.
7.1 Ownership. Goop shall own and retain all right, title and interest in and to all Goop User Data. In the event consumers grant permission to share their Goop User Data with Client, Goop may provide Client with the pertinent data as provided in the IO, and Goop grants Client a non-exclusive, non-sublicensable, revocable, royalty-free license to use such Goop User Data solely for purposes for which the users have granted their consent, provided Goop shall have the right to revoke any license hereunder if Goop, in its sole discretion, determines continued use may subject Goop to liability. In the event that Goop orders a Client to delete all Goop User Data, Client shall comply promptly and certify to Goop within five (5) business days that the Goop User Data has been deleted.
7.2. Security & Compliance. Client acknowledges the importance of maintaining the security of the Goop User Data and shall take all necessary steps to prevent the misuse of the Goop User Data and its transfer to any unauthorized third party. Client shall ensure that at all times, Client has a compliant privacy policy posted and available to customers. Client shall abide by all of its established security procedures and its online privacy policy, if applicable, in all respects, shall at all times comply with the privacy policy under which such Goop User Data was collected and all Applicable Laws, including without limitation, any territory-specific obligation such as the California Consumer Privacy Act (CCPA) and/or the European Union (’U)’s General Data Protection Regulation (GDPR), privacy and marketing and advertising laws, and shall use all necessary efforts to prevent the accidental unauthorized use, copying or disclosure of the Goop User Data.
7.3 Restrictions. Client is not authorized to collect, use, process or transfer, or direct, authorize or assist any entity that collects, uses, processes or transfers data collected from Goop Property users, or that engage other entities to collect, use or process such data (collective“y “Data Collect”rs”) to collect, use, process or transfer, any Goop User Data without the prior express written permission of Goop. Without limiting the generality of the foregoing, Client is not authorized to collect, use, process or transfer Goop User Data, or authorize, direct or assist another Data Collector to collect, use, process or transfer such data, for purposes of retargeting, behavioral remarketing, segment categorization or any form of syndication that is related to Goop, its content, or its users without the prior express written permission of Goop in each instance.

8. Confidentiality
8.1. If Client and Goop are parties to a nondisclosure agreement or other confidentiality agreement that covers the subject of this Agreement, that agreement shall expire as to the subject matter of this Agreement and/or applicable IO, once the IO is executed and this section shall control with respect to matters of confidentiality thereafter.
8.2 For purposes of the Agreement, “Confidential Information” is any and all information identified by either Party as “confidential” and/or “proprietary”, or which, under the circumstances of its disclosure or by its nature, reasonably should be treated as confidential, including, but not limited to: (a) marketing, designs, layouts, or sales data, customer lists, registration rates, and other marketing or other unpublished information regarding users or vendor lists; (b) information pertaining to business operations, prospects and condition (financial, technical or otherwise), budgets, schedules, policies or practices, tactics and strategies, financial information, expansion plans, employee lists; and (c) information received from others that the disclosing Party is obligated to treat as confidential. Confidential Information of Goop shall include, but not be limited to, Goop User Data. Neither Party shall disclose the other Party’s Confidential Information to any person (other than any directors, officers, employees, agents, and advisors of the receiving Party who need to know for purposes related to the subject matter of the Agreement) without the express consent of the disclosing Party, and neither Party will make use of Confidential Information of the other Party except for purposes of the Agreement.
8.3 The confidentiality obligations set forth in Section 8.1 shall not apply to: (a) any information that: (i) is or subsequently becomes available to the general public other than through a breach by the receiving Party; (ii) is already known to the receiving Party before disclosure by the disclosing Party; (iii) is developed through the independent efforts of the receiving Party; or (iv) the receiving Party rightfully receives from a third party without restriction as to confidentiality or use; or (b) any information that in the reasonable opinion of receiving Party’s counsel is required to be disclosed by receiving Party pursuant to Applicable Laws; provided, however, that in the case of any Confidential Information to be so disclosed, receiving Party agrees to timely advise and consult with disclosing Party prior to making such disclosure to allow disclosing Party to seek a protective order or other appropriate remedy.
8.4 Neither Party shall issue any press release regarding this Agreement or disclose to any third party the terms of this Agreement without the prior approval of the other Party.
8.5 These confidentiality provisions shall survive expiration or termination of the Agreement for a period of two (2) years.

9. Payment. Goop shall invoice Client as specified in the IO. Unless otherwise specified in the IO, Client shall pay Goop within thirty (30) days of the date of the invoice issued by Goop. Accounts are in default if Goop does not receive any payment within forty-five (45) days after the date of the invoice. Interest shall be charged on all accounts in default at the less of 1.5% per month or the maximum rate permitted by law from and after the date of the invoice. Client agrees to pay Goop’s reasonable expenses, including attorneys’ fees and collection expenses, incurred in enforcing its rights under the Agreement. Any dispute by Client regarding the invoices issues shall be communicated promptly to Goop, but in no event later than ten (10) days following the date of the invoice, or else such objections shall be deemed waived.

10. Taxes.
10. Taxes. Client shall be responsible for all sales, use or excise taxes, if any, imposed by any state or government subdivision on Activations and Services. Client shall indemnify and hold harmless Goop against any claims, amounts, losses, expenses, and reasonable attorney’s fees incurred by Goop as a result of any claim by any state or other taxing authority respecting any sales, use or excise tax liability whatsoever.

11. Term; Termination.
11.1 Term. The term of the Agreement shall commence upon the effective date of the IO and continue until all Services have been completed, unless earlier terminated as set forth herein.
11.2 Termination. By giving written notice thereof to the defaulting Party, the Party not in default may immediately terminate the Agreement upon any one of the following events:
(a) The failure of Client to pay any invoice for Goop’s performance under the Agreement within forty-five (45) days after Client’s receipt of an invoice therefor;
(b) Any material failure by a Party to comply with or to perform any material nonpayment provision or condition of the Agreement and the continuance of such failure for a period of thirty (30) days
after written notice thereof to such Party; ©
(c) A Party becomes insolvent, is unable to pay its debts when such debts become due, or is the subject of a petition in bankruptcy, whether voluntary or involuntary, or of any other proceeding under bankruptcy, insolvency or similar laws; or makes an assignment for the benefit of creditors; or is named in, or its property is subject to a suit for appointment of a receiver; or is dissolved or liquidated.
11.3 Except as otherwise specifically provided herein, termination of the Agreement shall not relieve the Parties of any obligation accruing with respect to the Agreement prior to such termination.
11.4 Termination of the Agreement will be without prejudice to any accrued rights or remedies of either Party and will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination (e.g., confidentiality, payment and indemnification obligations).
11.5 Effect of Termination. Upon any expiration or termination of this Agreement or any IO for any reason, or upon earlier request by Goop, Client shall promptly deliver to Goop all Goop Content or jointly created deliverables (in whatever state of completion) and return or (if directed by Goop) destroy all Confidential Information and derivatives thereof. Upon expiration or termination of this Agreement or any IO for any reason, Client shall promptly pay all outstanding fees and/or invoices, but no later than ten (10) days from the date of termination or expiration. If Client terminates this Agreement and Client has prepaid any fees, Goop shall not be required to offer a refund but may do so at its sole discretion. Termination of this Agreement is not an exclusive remedy and the exercise of either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise. Goop shall not have any liability resulting from termination of this Agreement in accordance with its terms. Sections which by their nature are intended to survive will survive any expiration or termination of this Agreement.

12. Insurance. Client will obtain and maintain throughout the Term and for a period of two (2) years thereafter, at its own expense, the following insurance coverage: (a) Workers’ Compensation Insurance as prescribed by Applicable Laws; and (b) Commercial General Liability Insurance to include contractual liability, products/completed operations liability, personal and advertising liability, bodily injury and property damage with minimum limits of $3,000,000 per occurrence and $5,000,000 general aggregate. If Client provides or makes available Client Products at or in connection with any Goop Event, Goop shall have the right to require additional coverage specific to the Goop Event. All insurance required hereof will be written by companies with an A.M. Best’s rating of A- VII or higher; and with the exception of Workers’ Compensation Insurance, if Client is participating in any Event, including without limitation providing or making available Client Products at or in connection with any Goop Event, Client will include Goop as an additional insured. Certificates of insurance shall be furnished to Goop at its request, provided that Goop’s failure to request, review or object to the terms of such certificates or insurance shall not be deemed a waiver of Client’s obligations or the rights of Goop.

13. Dispute Resolution; Injunctive Relief.
13.1 The Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of California.
13.2 The Parties will attempt to settle any claim or controversy between the Parties arising out of or relating to the Agreement through consultation and good faith negotiation. However, after thirty (30) days of good faith negotiations, either Party may by written notice demand that any dispute between the Parties arising out of or relating to the Agreement be submitted to non-binding mediation to be conducted telephonically or in Los Angeles, California. If such referred dispute is not resolved by mediation after thirty (30) days of good faith negotiations, either Party may, by written notice, demand that any dispute between the Parties arising out of or relating to the Agreement, except disputes between the Parties that relate to the misuse or violation of either Party’s intellectual property rights which shall be subject to Section 13.3, be submitted to arbitration. Any such dispute shall be submitted to binding arbitration through JAMS before a mutually acceptable arbitrator and conducted telephonically or in Los Angeles, California, in accordance with the Commercial Arbitration Rules of JAMS and the judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
13.3 Notwithstanding the foregoing, either Party may seek relief in a court of competent jurisdiction solely to seek immediate injunctive relief where such Party stands to suffer irreparable harm absent such relief.

14. Force Majeure. No delay in delivery or failure to make delivery or to otherwise comply with the scheduled dates as specified in the Agreement or failure to perform any of the obligations of the Agreement by Goop shall be deemed a breach of the Agreement or create any liability if the same shall arise from any cause beyond the control of Goop, including but not limited to the following: (a) any requests for changes, delay in review or approval on the part of Client; (b) acts or omissions of any governmental authority or agent thereof, or compliance with requests, rules, regulations or orders of any governmental authority, agent, officer or agency; (c) acts of God, fire, storm, flood, or accident; (d) acts of the public enemy, war, riot, strike or lockout; (e) transportation embargoes; or (f) failure or delay in transportation.

15. Miscellaneous.
15.1 All notices, reports, and receipts shall be in writing and shall be deemed duly given on: (a) the date of personal or courier delivery; (b) the date of transmission by electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, return receipt requested, first-class mail; or (c) three (3) business days after the date of deposit in the United States mail, by postage paid, return receipt requested, first-class mail, addressed to the persons executing the Agreement at the addresses set forth above, with a copy to the General Counsel or Legal Department of the recipient Party, unless otherwise designated in writing to the other Party in accordance with this Section 15.1. All notices to Goop must also be sent via email to [email protected] to be effective.
15.2 Descriptive headings appearing in the Agreement are inserted for convenience only, and shall not be utilized in interpreting the Agreement.
15.3 The Agreement shall be fairly interpreted in accordance with its terms without any presumption or strict construction in favor of or against either Party arising from the identity of the draftsperson.
15.4 It is expressly understood and agreed that each provision of the Agreement providing for a limitation of liability disclaimer or limitation of warranties or exclusion of damages is intended by the Parties to be severable and independent of any other provisions and to be enforced as such.
15.5 In the event that any provision of the Agreement is deemed or declared void, voidable, invalid or unenforceable by a court of competent jurisdiction, that portion of the Agreement will be deemed canceled and the remaining provisions hereof will continue in full force and affect.
15.6 The failure of either Party any time to require performance by the other Party of any provision hereof shall not affect in any way the full right to require such performance at any time thereafter; nor shall the waiver by either Party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
15.7 The Agreement shall be binding on the Parties and on their successors and assigns. Except as expressly provided herein, neither Party shall transfer, assign or subcontract any right or obligation hereunder without the prior written consent of the other Party, provided however, that Goop may assign this Agreement to a party acquiring all or substantially all of the stock or assets of Goop. Notwithstanding the foregoing, Goop may subcontract all or a portion of its obligations hereunder.
15.8. The Parties to the Agreement, their agents and employees, shall remain independent contractors, and shall not be held as an agent, employee, partner, or joint venturer of the other Party.
15.9 In the event of any inconsistency between the terms of an IO and these Terms & Conditions, these Terms & Conditions will prevail unless otherwise expressly amended or overridden in such IO with specific reference to the conflicting terms that are intended to be amended or overridden.