Free Sales Testimonial Usage Agreement

This SALES TESTIMONIAL USAGE AGREEMENT ("Agreement") is entered into this [Month Day, Year]

BETWEEN:

[Your Company Name], a corporation duly incorporated under the laws of [State/Country Name], having its principal place of business at [Your Company Address], herein represented by [Your Name], in the capacity of [Your Position], hereinafter referred to as the "Company";

AND

[Testimonial Provider's Name], an individual residing at [Testimonial Provider's Address], herein represented by himself/herself, hereinafter referred to as the "Testimonial Provider";

WHEREAS, the Company offers premium tech products and the Testimonial Provider has expressed satisfaction with the same;

WHEREAS, the Testimonial Provider has agreed to provide a testimonial of their experience with the Company's products/services, which the Company wishes to use for its business purposes;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

I. TESTIMONIAL

A. Definition

For the purposes of this Agreement, "Testimonial" shall refer to any statement, review, comment, message, or endorsement, whether conveyed in writing, orally, visually, electronically, or by other means, provided by the Testimonial Provider that reflects his or her honest opinion, belief, finding, or experience with the Company's products or services. This may include, but is not limited to, written statements provided via email or any digital platforms, recorded audio or video testimonials, and social media posts.

B. Content

The Testimonial Provider agrees to provide content that is a true and accurate representation of their experience with the Company's products or services. The Testimonial Provider shall not make any false or misleading statements and shall disclose any material connections or relationships with the Company, as required by applicable laws or regulations concerning endorsements.

C. Ownership and License

The Testimonial Provider agrees that all rights, title, and interest in any Testimonial provided to the Company shall become the exclusive property of the Company. The Testimonial Provider grants the Company an irrevocable, perpetual, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and incorporate into any medium or technology, now known or later developed, the Testimonial, in whole or in part, and to use the Testimonial Provider's name, likeness, image, voice, and biographical information in connection with the Testimonial.

D. Approval

The Testimonial Provider shall have the right to review and approve the manner in which their Testimonial is used by the Company, provided that such approval is not unreasonably withheld, delayed, or conditioned. The Company agrees to provide the Testimonial Provider with the content in which the Testimonial is to be used prior to any such use, and the Testimonial Provider shall provide their approval or any requested changes within seven (7) business days of receipt.

E. Withdrawal of Consent

The Testimonial Provider retains the right to withdraw consent for the future use of their Testimonial by providing written notice to the Company. Upon receipt of such notice, the Company shall cease future use of the Testimonial within a reasonable timeframe; however, the Company shall not be obligated to withdraw any materials already in distribution prior to the receipt of the notice of withdrawal.

F. Compensation

Unless otherwise agreed in writing, the provision of the Testimonial by the Testimonial Provider is voluntary and shall be provided without any form of compensation or remuneration. Any such separate agreement for compensation shall be subject to the terms and conditions of a distinct written agreement between the Company and the Testimonial Provider.

G. Independent Creation

The Company may independently create content or receive testimonials from other sources that are similar to or compete with the Testimonial provided by the Testimonial Provider. The Testimonial Provider agrees that they will not be entitled to any compensation or right to restrict the use of such similar content created or obtained by the Company.

II. PROVISION OF TESTIMONIAL

A. Honest and Truthful Testimonial

1. Authentic Representation: The Testimonial Provider agrees to furnish the Company with an honest and truthful statement (“Testimonial”). This statement should accurately represent their genuine opinion and actual experiences with the Company’s products or services.

2. No Duress or Bias: The Testimonial Provider acknowledges that they are not under any duress or obligation to provide a skewed or biased Testimonial in favor of the Company.

B. Voluntary and Personal Experience

1. Free Will: The Testimonial is provided of the Testimonial Provider’s own free will. It’s not coerced or scripted.

2. Direct and Personal Experience: The Testimonial should be based upon the Testimonial Provider’s direct and personal experience with the Company’s offerings.

C. Compliance and Authenticity

1. Legal and Ethical Compliance: The Testimonial shall not contain any false, misleading, unlawful, defamatory, libelous, or otherwise objectionable material. We adhere to all applicable laws and regulations pertaining to endorsements and testimonials.

2. Format and Accompanying Materials: The Testimonial Provider shall submit their Testimonial in a format agreed upon by both parties. It could be written text, audio recordings, video recordings, or any other format conducive to conveying their opinions and experiences. Accompanying materials, such as photographs or digital media, enhance authenticity.

3. Verification and Reliability: The Company reserves the right to request additional details or clarification regarding the Testimonial.

III. GRANT OF RIGHTS

A. Exclusive, Perpetual License

1. License Scope: The Testimonial Provider hereby irrevocably grants to the Company, its subsidiaries, affiliates, agents, successors, and assigns an exclusive, perpetual, worldwide, royalty-free license. This license allows the Company to use, copy, modify, adapt, reproduce, publish, display, distribute, transmit, broadcast, translate, and create derivative works from the Testimonial.

2. Media Formats: The license covers any and all media formats—digital, print, audio, video, and beyond. From social media posts to TV commercials, the Testimonial Provider’s words may resonate far and wide.

3. Attributes Included: The grant includes the use of the Testimonial Provider’s name, image, likeness, voice, and any biographical material.

B. Attribution and Discretion

1. Direct Attribution: The Company shall have the right to attribute the Testimonial directly to the Testimonial Provider as the source.

2. Flexible Utilization: The Company can utilize the Testimonial in whole or in part, at our discretion.

C. Authority and No Conflicts

1. Full Authority: The Testimonial Provider affirms that they have the full authority to grant these rights.

2. Conflict-Free: There are no other agreements with third parties in conflict with this grant of rights to the Company.

IV. USAGE OF TESTIMONIAL

A. Manner of Use

The Company has broad discretion in how it employs the testimonial. Specifically:

1. Reproduction and Exhibition: The Company is authorized to reproduce, exhibit, and digitize the testimonial. This flexibility allows for seamless integration across various platforms.

2. Distribution and Broadcasting: The testimonial can be distributed through different channels, including print, online, and broadcast media.

3. Editing: The Company has the right to edit the testimonial as necessary to align with its intended purpose.

B. Media

The usage of the testimonial is not confined to specific media types. It encompasses:

1. Print: The testimonial may appear in printed materials such as brochures, flyers, and catalogs.

2. Online: The Company may feature the testimonial on its website, social media platforms, and other online channels.

3. Broadcast: The testimonial can be used in audiovisual formats, including television and radio advertisements.

C. Duration

The Company’s right to use the testimonial is tied to the duration specified in section V. This ensures clarity regarding the timeframe for testimonial utilization.

V. TERM

A. Effective Date

The rights and licenses granted under this Agreement become effective upon the date of execution by the Testimonial Provider. Their signature serves as validation of this commencement.

B. Fixed Term

These rights extend for a fixed term of [5] years, unless otherwise terminated earlier by mutual agreement in writing.

C. Post-Term Usage

1. After the specified term expires, the Company shall discontinue future use of the testimonial in new materials.

2. However, the Company may continue to use existing materials created during the term that incorporate the testimonial.

VI. COMPENSATION

A. Voluntary Testimonial

The Testimonial Provider acknowledges that they are offering their testimonial voluntarily and without any expectation of compensation. This means that they are providing their endorsement out of goodwill, without anticipating any financial gain.

B. Written Agreements

Unless explicitly agreed upon in writing, the Testimonial Provider understands that their endorsement is given freely. Any compensation, whether monetary or otherwise, must be specifically outlined in a written agreement. This ensures transparency and clarity between the parties.

C. Gratuitous Nature

The Testimonial Provider’s contribution is gratuitous, emphasizing that it is a generous act rather than a contractual obligation. They are not entitled to compensation unless otherwise stipulated in writing.

VII. RELEASE

A. Company’s Liability

By providing the testimonial, the Testimonial Provider formally releases and discharges the Company from any and all claims, demands, or legal actions arising from the testimonial’s use. Here’s what this means:

1. The Testimonial Provider agrees not to hold the Company liable for any consequences related to the testimonial’s utilization.

2. This release covers claims arising from the testimonial’s publication, distribution, or any other authorized use outlined in the Agreement.

B. Legal Protection

The Company benefits from this release, as it shields them from potential legal disputes. By obtaining the Testimonial Provider’s release, the Company can confidently use the endorsement without fear of legal repercussions.

VIII. REPRESENTATIONS AND WARRANTIES

A. Testimonial Provider’s Representations

The Testimonial Provider makes the following representations and warranties:

1. Truth and Accuracy: The testimonial provided is true and accurate to the best of their knowledge. It reflects their genuine experience with the Company’s products or services.

2. Endorsement: The testimonial serves as a genuine endorsement of the Company. It is not fabricated or misleading.

B. Company’s Commitments

The Company also provides assurances:

1. Lawful Use: The Company commits to using the testimonial in a lawful manner, adhering to all applicable federal, state, and local laws and regulations.

2. Authenticity: The Company will not alter the testimonial in a way that distorts its original intent or misrepresents the Testimonial Provider’s endorsement.

IX. INDEMNIFICATION

A. Testimonial Provider’s Responsibility

1. The Testimonial Provider agrees to indemnify and hold harmless the Company. This means they will cover any legal costs or damages incurred by the Company due to the testimonial’s unauthorized use.

2. If any claims arise from the testimonial’s misuse, the Testimonial Provider bears the responsibility.

B. Company’s Protection

The Company benefits from this indemnification. By obtaining the Testimonial Provider’s release, the Company can confidently use the endorsement without fear of legal repercussions.

C. Limitations on Withdrawal

The Testimonial Provider acknowledges that due to the widespread dissemination of the testimonial in marketing campaigns, promotional materials, and other branded content, a complete withdrawal of existing materials from circulation may not be feasible.

X. GENERAL PROVISIONS

A. Amendments

1. Written Modifications: Any changes to this Agreement must be made in writing and signed by both parties.

2. Mutual Consent: Both parties must agree to amendments, ensuring transparency and preventing unilateral alterations.

B. Governing Law

1. The Agreement is subject to the laws of the state in which the Company is headquartered. This choice of governing law provides consistency and predictability.

2. Legal disputes will be resolved according to the laws of that specific state.

C. Entire Agreement

1. This Agreement constitutes the entire understanding between the parties regarding testimonials and their usage.

2. It supersedes any prior discussions, negotiations, or agreements related to the subject matter.

XI. SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

[Your Name]

[Your Position]

[Your Company Name]

Company

Date: [Month Day, Year]

[Testimonial Provider's Name]

Testimonial Provider

Date: [Month Day, Year]

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