Collaboration Terms

I LOVE WINE LLC — COLLABORATION TERMS & CONDITIONS

Last Updated: February 3, 2026

These Collaboration Terms & Conditions (“Terms”) govern services provided by I Love Wine LLC (“ILW,” “we,” “us”) to the client purchasing or receiving services (“Client,” “you,” “your”) as described in an invoice, proposal, email, deliverables list, or scope of work (collectively, the “Scope”). By paying an invoice, signing, or confirming in writing (including email), Client accepts these Terms.

1) Scope of Services

ILW will provide the deliverables outlined in the Scope, which may include:

Lifestyle UGC photography and/or short-form video content

Social exposure (e.g., Reel/Story post(s) on ILW channels)

An editorial feature on ILoveWine.com

Raw files, if included in Scope

If there is a conflict between the Scope and these Terms, the Scope controls for deliverables, pricing, and timelines.

2) Timelines & Posting Windows

Production and delivery timelines begin once ILW has received:

cleared payment (unless otherwise stated), and

product(s) and required brand information.

Typical timing (unless Scope states otherwise):

Content draft delivery: 7–14 business days after product receipt

Posting window: 7–21 days after final approval (or deemed approval), subject to scheduling, travel, holidays, and platform factors

3) Client Responsibilities

Client will provide, on time:

Product(s) to be featured and any key product instructions

Brand guidelines (logos, tone, do’s/don’ts), if applicable

Claim restrictions / compliance requirements (e.g., prohibited claims)

Shipping details and any time-sensitive deadlines

Delays in providing materials may delay delivery and posting.

4) Product Gifting & Shipping

Unless otherwise stated:

Gifted product(s) are non-returnable unless ILW agrees in writing.

Client is responsible for shipping costs and any duties/taxes.

ILW is not responsible for carrier delays, damage in transit, or lost shipments.

5) Creative Control

ILW maintains creative control over filming style, editing, captions, and overall presentation to align with ILW’s audience and brand voice.

6) Approvals & Response Times

If Client review is included:

Client must provide consolidated feedback within 3 business days of receiving drafts.

If Client does not respond within 3 business days, the content may be treated as approved and scheduled accordingly.

7) Revisions

Unless otherwise stated in the Scope:

Includes one (1) reasonable revision round (minor edits such as pacing, cropping, color, and small caption tweaks).

Revisions do not include full reshoots, new concepts, or major creative direction changes after approval.

Additional revisions/reshoots may incur additional fees.

8) Editorial Article Terms (If Included)

ILW will write an original feature based on product information and reasonable research.

Client may request factual corrections only (product names, pricing, links, spelling) within 5 business days of receiving the draft.

ILW retains final editorial discretion and may decline changes that compromise editorial integrity.

Once published, the article may remain live at ILW’s discretion.

9) Fees, Payment, and Late Payments

Fees are as stated on the invoice.

Unless otherwise stated, payment is due upon receipt and is required before work begins.

Late payments may pause work and delay delivery/posting.

Client agrees not to initiate chargebacks for services already performed; billing disputes must be raised in writing within 7 days of invoice date.

10) Cancellation & Postponement

If Client cancels after ILW begins work (planning, shooting, editing, writing, or scheduling), fees are non-refundable.

If Client postpones, ILW will attempt to accommodate, but timelines and posting windows may shift.

11) Usage Rights & Licensing (IMPORTANT)

11.1 Default License (Included — Non-Exclusive, Perpetual)

Unless Client purchases a premium usage upgrade in writing, ILW grants Client a non-exclusive, worldwide, perpetual, royalty-free license to use the final delivered content (“Deliverables”) for digital marketing purposes, including:

Organic social media

Paid digital advertising (Meta, TikTok, YouTube, Google Display, Pinterest, etc.)

Website / landing pages / e-commerce listings

Email marketing and newsletters

Digital PR and online articles

Internal business use (presentations, sales decks)

Permitted edits: resizing, cropping, trimming, adding text overlays, adding music and/or voiceover, and minor color formatting, so long as the content is not misleading, defamatory, or unlawful.

Ownership: ILW retains all copyright and ownership in the Deliverables. Client receives a license to use them as stated above.

11.2 Default License Restrictions (Without Premium Upgrade)

Without a premium upgrade, Client may not use the Deliverables for:

Print (magazines, flyers, billboards, packaging, labels)

Broadcast/TV/OTT/CTV commercials or cinema ads

Out-of-home (OOH) / large-format paid placements

In-store displays/signage or trade-show booth walls (physical)

Resale, stock licensing, or sublicensing to unrelated third parties

Use by retailers/marketplaces as their own advertising creative (unless they are acting solely as Client’s agent and ILW approves in writing)

If Client wants any of the above uses, Client must purchase the Full Usage Rights upgrade below.

11.3 Premium Upgrade — “Full Usage Rights”

If purchased and stated on the invoice/Scope, “Full Usage Rights” expands the license to include:

All media, worldwide, perpetual: digital, print, OOH, broadcast/OTT/CTV, in-store, trade shows, and direct mail

Broader sublicensing: Client may share Deliverables with its contractors, agencies, distributors, and retail partners solely to promote Client’s products, provided Client remains responsible for compliance with these Terms

Note: Full Usage Rights does not automatically include exclusivity. Exclusivity is a separate buyout.

11.4 Optional Premium — Exclusivity Buyout (Separate)

If purchased in writing, ILW will not create substantially similar sponsored content for direct competitors in the defined category for the defined term and territory.

Exclusivity must specify:

Category (e.g., wine accessories / wine tools)

Territory (e.g., United States / North America / worldwide)

Term (e.g., 3 months / 6 months / 12 months)

Competitor definition (what counts as “direct competitor”)

Exclusivity does not restrict ILW from publishing general wine and lifestyle content that does not sponsor or promote a direct competitor.

11.5 Raw Files

If raw files are included in the Scope, they are licensed under the same terms above. Raw files are provided “as-is.”

11.6 ILW Portfolio / Self-Promotion Rights

Unless Client requests confidentiality in writing before production begins, ILW may display the Deliverables and non-confidential campaign details for ILW’s portfolio, website, and social channels.

12) FTC & Platform Disclosures

ILW will include required disclosures (e.g., “ad,” “paid partnership,” “gifted”) as needed. Client agrees not to request removal of legally required disclosures.

13) No Performance Guarantees

ILW does not guarantee views, engagement, traffic, conversions, sales, SEO results, or PR pickup.

14) Limitation of Liability

To the maximum extent permitted by law, ILW will not be liable for indirect, incidental, special, consequential, or punitive damages. ILW’s total liability will not exceed the amount paid under the applicable invoice.

15) Indemnity

Client will indemnify and hold ILW harmless from claims arising from:

Client’s products, claims, instructions, or prohibited statements

Client’s misuse or unauthorized use of Deliverables

Client-provided intellectual property (logos, trademarks, copy)

16) Force Majeure

Neither party is liable for delays due to events beyond reasonable control (including illness, weather, platform outages, shipping delays).

17) Independent Contractor

ILW is an independent contractor. No partnership, joint venture, or employment relationship is created.

18) Governing Law & Venue

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles. Any dispute arising from these Terms will be brought in the state or federal courts located in Orange County, California, and the parties consent to personal jurisdiction and venue in those courts.