Midas Cosmetics Influencer Agreement
Effective Date: May 22, 2019
Primary Website: www.midascosmetics.com
THE AGREEMENT: This Influencer Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": Midas Cosmetics. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the influencer relationship we are entering into. This Agreement covers your responsibilities as an influencer and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
The parties referred to in this Agreement shall be defined as follows:
a)Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we,our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
b)You, the Influencer: You will be referred to as the "Influencer." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c)Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
d)Influencer Program: The program we've set up for our influencer as described in this Agreement.
e)Influencer Application: The fully completed form which must be provided to us for consideration of your inclusion in the Influencer Program.
f)Website: The primary website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting this agreement you are accepting our Influencer Program Agreement, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please let us know immediately, and remove yourself from the Midas Cosmetics Influencer Group on Instagram.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Influencer Program. By agreeing to our Influencer Agreement, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar influencer program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.
5) INFLUENCER PROGRAM
Please be advised the below is a general description of the Influencer Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
a) We will provide you with a code which you can share with your followers. (collectively, the "Code"). The Code will be keyed to your identity and will provide your follower’s a 20% discount to the Company's products (restrictions apply). You hereby agree to fully cooperate with us regarding the Code and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Code at all times. We may modify the specific code and will notify you if we do so. You agree to only use Codes which are prior approved by us and to display the Code prominently on your website or social media page, as described in your Influencer Agreement. Each time a user clicks uses the code and completes the sale of the product and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 10% (ten percent).
b) The company will send you products, in exchange for feedback and reviews. You are not required to create content with the products we sent to you. The amount of products and the consistency of the PR will be at the discretion of the company. We reserve the right to end the Influencer relationship between you and Midas Cosmetics at any time. The Company will notify you of the dissolution. We are not required to disclose the reason.
c) If you change your address, you are required to notify Midas Cosmetics at firstname.lastname@example.org immediately. Midas Cosmetics is not responsible for any stolen or missing packages. Midas Cosmetics is not responsible for any customs or duty charges.
d) You must check this page regularly for updates. We reserve the right to modify this agreement at any time without notice, unless stated otherwise in this agreement.
6) SPECIFIC TERMS APPLICABLE
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders will be our responsibility.
As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases." Qualified Purchases:
a)Must not be referred by any other partner or influencer codes of the Company (in other words, Qualified Purchases are only available through your specific Influencer Code;
b)May not be purchased by an already-existing partner or influencer of the Company;
c)May only be purchased through a properly-tracking Influencer Code;
d)May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
e)May not be fraudulent in any way, in the Company's sole and exclusive discretion;
7) PAYOUT INFORMATION
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W9 tax form if you live in the US. This form is mandatory. If you do not wish to submit a W9 tax form, you will not be in compliance of this agreement. You will have 7 days from the date you receive this agreement to submit your W9 via email to email@example.com. We may ask for additional accounting information which may include an email address for an online method of payment.
Payouts will be funded on the 5th of every month. Unless the 5th falls on a holiday. Then payouts will be the next day.
Currently, the Company employs the following methods of payout:
We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.
Payouts are also subject to the following restriction:
a) Payouts are only available after you have been working with us at least the following amount of time: 30 Days.
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
You will receive an email from firstname.lastname@example.org with your payout invoice. You will receive your report for the previous month on the 3rd of the following month. You may contact email@example.com for disputes, questions, or concerns.
9) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when you accept the Influencer Agreement. It can be terminated by either Party at any time with or without cause. You may only earn payouts as long as you are an Influencer in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination. If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout. We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
10) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement.
11) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
12) ACCEPTABLE USE
You agree not to use the Influencer Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Influencer Program in any way that could damage our websites, products, services, or the general business of the Company.
a)You further agree not to use the Influencer Program:
I)To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II)To violate any intellectual property rights of the Company or any third party;
III)To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV)To perpetrate any fraud;
V)To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI)To publish or distribute any obscene or defamatory material;
VII)To publish or distribute any material that incites violence, hate, bullying, or discrimination towards any group;
VIII)To unlawfully gather information about others.
13) Influencer OBLIGATIONS & FTC COMPLIANCE
The Company would like the Influencer’s assistance in promoting / offering / selling the Company’s products via their social media accounts. The Advertiser hereby appoints the Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.
We may monitor your account, as well as purchases coming through your code. If we determine you are not in compliance with any of these the terms of this Agreement, we have the right to immediately terminate your participation in the Influencer Program.
We require all of our Influencers to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers.
We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
You are required to post a conspicuous notice on your posts regarding the Influencer Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in influencer marketing whereby we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply. We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union. We also require that you implement adequate organizational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects. If we find you are not in compliance with any of the requirements of this sub-part, we may terminate our relationship with you at our sole and exclusive discretion.
14) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a)Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
b)Violate the security of any of our websites or services through any unauthorized access,circumvention of encryption or other security tools, data mining or interference to any host, user or network.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Influencer Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
16) SPAM POLICY
You are strictly prohibited from using the Influencer Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
17) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Influencer Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
18) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Influencer Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
19) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in Influencer Program, to the fullest extent permitted by law.
A)LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B)JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Influencer Program, you agree that Illinois shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Kendall County, Illinois. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
C)ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Kendall County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitived amages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Illinois. Each Party shall pay their own costs and fees.Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws,ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
D)ASSIGNMENT: This Agreement, or the rights granted here under, may not be assigned,sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted here under, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignee's, administrators, successors, and executors.
E)SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceableby a court of law or competent arbitrator, the remaining parts and sub-parts will been forced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
F)NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
G)HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
H)FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: firstname.lastname@example.org.