This Agreement is entered into by and between: Body + Soul LLC (dba Zen Head KC) (hereinafter referred to as the “Company”), located at 9433 Mission Road, Suite 108, Leawood, KS 66206, USA and Influencer. Company and Influencer may be referred to collectively as the “Parties.” For good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
1.Appointment.The Company would like the Influencer’s assistance in promoting for the limited purpose certain brands and brand content from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) via Influencer social media accounts. Specific details and requirements of the promotion are outlined and accepted by Parties in Appendix A. The Company hereby appoints the Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.
2.Deliverables.The Influencer agrees to deliver the agreed number of posts on the agreed platforms on behalf of the Company according to the schedule and guidelines specified by the Company in Appendix A. The Deliverables shall conform to the specifications and instructions of the Company and abide by the rules of the relevant social media platforms and are subject to the Company’s acceptance and approval. The Company has a maximum of 10 days to reject any deliverable in accordance with this Section and must notify the Influencer within 7 days of receipt of work that additional revisions and/or amendments will be requested.
3.License. Company grants to Influencer a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Appendix A. Influencer grants to Company a perpetual license to use Influencer’s name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising. 4.Approval and Content Origination.The Influencer understands that all promotions and products they promote as part of this agreement are controlled by the Company. The Influencer assumes all responsibility for verifying that the campaign materials used meet the Company’s approval.
5.Confidentiality and Exclusivity.The Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any confidential information provided by Company to any third party in any manner whatsoever except to the existing employees of the Company. Upon termination of this Agreement or upon the request of the Company, the Influencer will return to the Company all of the confidential information, and all copies or reproductions thereof, which are in Influencer's possession or control. The Influencer agrees that during the tenure of this contract, and for a three-month term afterward, the Influencer will not undertake influencer marketing for a competitor in the same vertical as the Company.
6.Compensation.In full consideration of the Influencer’s performance, his/her obligations and the rights granted herein, the Influencer shall receive Company products/services free of charge, specified in Appendix A. The Influencer will perform the services at his/her own expense and use his/her own resources and equipment. The Influencer acknowledges that the agreed upon compensation represents the Influencer’s entire compensation with respect to this agreement and the Company shall have no other obligation for any other compensation, expenses, or costs incurred by the Influencer in connection with the performance of its obligations under this agreement.
7.Material disclosures and compliance with FTC Guidelines.When publishing posts/statuses about the Advertiser’s products or services, the Influencer must clearly disclose his/her “material connection” with the Company, including the fact that the Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Company or the Company’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. The Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences. The Influencer should only make factual statements about the Company or the Company’s products which the Influencer knows for certain are true and can be verified. 8.Force Majeure.If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
9.Independent Contractor.The Influencer is retained as an independent contractor of the Company. The Influencer acknowledges and agrees that:
i. The Influencer is solely responsible for the manner and form by which the Influencer performs under this Agreement.
ii. The Influencer is a self-employed individual, who performs services similar to the services outlined in appendix A for various entities and individuals other than the Company.
iii. The Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of the Influencer's performance of services, and neither the Influencer nor any of the Influencer's employees or independent clients shall be entitled to participate in any employee benefit plans of the Company.
10.Choice of Law.This Agreement shall be construed and enforced pursuant to the laws and decisions of the United States.
In Witness Whereof, the Parties hereto have executed or approved this Agreement on the dates below their signatures. |