INFLUENCER AGREEMENT
This Influencer Agreement, hereinafter referred to as “Agreement,” is entered into and made effective as of ____________________________ (the “Effective Date”) by and between the following parties: Synica Internet S.L. (Kafmasino) (“Advertiser”), having a primary address at the following:
Email:
and (“Influencer”), having a primary address at the following:
“Influencer” Name: ________________
Email: ________________
The parties may be referred to individually as “Party” and collectively as the “Parties.”
RECITALS:
WHEREAS, Advertiser wishes to advertise certain products;
WHEREAS, Influencer’s social media reach is valuable for the advertising and sale of such products;
WHEREAS, the Parties desire to enter into an agreement whereby the Influencer will promote and refer Advertiser’s products as described below; and
WHEREAS, the Parties wish to establish a written document between them covering the terms and conditions of their agreement.
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:
ARTICLE 1 – AGREEMENT:
Within this Agreement, the Influencer agrees to promote and refer the following of Advertiser’s products (the “Products”) on Influencer’s social media, described further below:
Coffee machine, scale (wood colour), wodden bottomless portafilter, plug adapter if necessary and an Huawei metapad T8 Tablet with application pre-installed.
Influencer agrees to the promotion and sale of the Products in exchange for fees, described further below.
ARTICLE 2 – NO EMPLOYMENT RELATIONSHIP:
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. Influencer is an independent contractor and will, at all times, act as such. Influencer is responsible for Influencer’s own local, state, and federal tax liability, and no tax funds or other required payments, such as social security, will be withheld from any of Influencer’s fees.
ARTICLE 3 – TERM & TERMINATION:
This Agreement shall terminate on _______________________________-
This Agreement may also be terminated by either Party, upon notice in writing:
a) If the Influencer commits material breach such as failing to turn in the video as required by the terms of this Agreement.
b) If the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
This Agreement may also be terminated by the Advertiser, without cause, at any time prior to the Influencer commencing work for the Campaign. In the event the Advertiser terminates this Agreement, with or without cause, subsequent to the Influencer commencing work for the Campaign, the Advertiser shall compensate for all completed work (the “Termination Funds”). Termination Funds shall be sent to the Influencer within 5 business days, not including weekend.
Advertiser specifically reserves the right to terminate this Agreement if Influencer violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Advertiser or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
If this Agreement is terminated prior to the Termination Date, Advertiser shall pay Influencer any and all fees earned but not paid out prior to termination, unless Influencer fails to follow the terms of this Agreement and Advertiser terminates for breach. In such a case, Influencer forfeits all rights, including the right to any unclaimed fees.
ARTICLE 4 – NON-EXCLUSIVITY:
Nothing in this Agreement shall be deemed to create an exclusive relationship between Advertiser and Influencer. The Influencer is free to work with other advertisers and Advertiser may hire additional influencers.
ARTICLE 5 – PROMOTION AND SALE:
Influencer will post at least 1 video review of the product with an honest opinion about the products. Once they create the video, it will be published and posted on their Youtube Channel. The Influencer will return the materials once the review is done.
The cost of shipping and return will be paid by Kafmasino, and the Influencer will not pay any amount. The material for the review will be lent for 21 days from the moment of reception. After this time, Kafmasino will indicate the method of retun.
ARTICLE 6 – FEES:
Influencer’s will be paid fees (“Fees”) for the promotion and referral of Advertiser’s Products. Specifically, Influencer will be paid as follows: _____________________—–
ARTICLE 7 – PAYMENT:
Influencer will be asked to submit current address information, as well as accounting and tax documentation. Accounting information may include the routing and account number of a bank where Influencer wishes to have a direct deposit or may include an email address for an online method of payment.
Influencer must notify Advertiser immediately for any changes in address or account information.
Influencer will be paid on : _____________________________
ARTICLE 8 – PRODUCTS:
Advertiser will be sending Influencer the following free products to assist in the Parties’ relationship and Influencer’s promotion: coffee machine, scale (wood colour), wooden bottomless portafilter, plug adapter if necessary, and an Huawei metapad T8 tablet with application pre-installed.
Influencer is expected to promote these specific Products to Influencer’s audience.
ARTICLE 9 – INTELLECTUAL PROPERTY:
Influencer and Advertiser each agree that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. No transfer of ownership of intellectual property may take place under this Agreement.
Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use their intellectual property solely and exclusively in conjunction with this Agreement. No Party may modify the other Party’s intellectual property in any way. Specifically, Advertiser grants Influencer the license to use Advertiser’s brand name and, if applicable, logo, below:
Synica Internet S.L (Kafmasino).
Either Party may revoke this license at any time, including if any misuse of intellectual property is found. This license will terminate at the expiration of this Agreement.
Unauthorized use of any Party’s intellectual property shall be considered unlawful infringement and each Party reserves all rights, including the right to pursue an infringement suit in federal court.
ARTICLE 10 – COMMUNICATION:
Influencer agrees to maintain open communication with Advertiser, including promptly responding to calls, messages, and emails. Advertiser agrees to maintain open communication with Advertiser, including promptly responding to calls, messages and emails. In the event either party fails to respond within 5 business days, such action shall be treated as a Material Breach, upon which the non-breaching party shall send a final correspondence. Failure to respond within 48 hours shall immediately terminate this agreement.
ARTICLE 11 – COMPLIANCE:
Influencer warrants and agrees to maintain full compliance with all) rules and regulations, as well as any other applicable laws. This includes tagging all posts with relevant hashtags, such as “#sponsored,” “#ad,” or “#advertisement,” as well as, where applicable, including relevant disclosure statements and marking posts as “Paid Partnership With.” Advertiser recommends that Influencer seek independent legal counsel to advice on specific compliance steps.
ARTICLE 12 – CONFIDENTIALITY:
The Parties acknowledge and agree that Confidential Information, as defined below, may be exchanged in the course of the Parties’ relationship. Each Party shall maintain the secrecy of the other Party’s Confidential Information throughout the duration of this Agreement, as well as for a period of three (3) years after the termination of this Agreement. Confidential Information shall be defined as any information which is confidential and commercially valuable to the Party owner of that information. Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable. Confidential Information shall not mean any information which:
a) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the non-owner Party;
b) Is already known, through legal means, to the non-owner Party;
c) Is given by the owner Party to third parties, other than the non-owner Party, without any restrictions;
d) Is given to the non-owner Party by any third party who legally had the Confidential Information and the right to disclose it; or
e) Is developed independently by the non-owner Party and the non-owner Party can show such independent development.
ARTICLE 13 – MODIFICATION & VARIATION:
The Parties may modify the terms of this Agreement upon written notice. However, such modification is subject to acceptance by the non-modifying Party. If the non-modifying Party does not agree to the updated terms, that Party may terminate this Agreement. Upon termination, all Fees earned but not paid to Influencer will be due.
To the extent any part or sub-part of the modified Agreement is held ineffective or invalid by any court of law, the Parties’ agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
ARTICLE 14 – INDEMNIFICATION:
Influencer agrees to defend and indemnify Advertiser and any of its agents (if applicable) and hold Advertiser harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Influencer’s conduct or actions. Advertiser shall be able to select its own legal counsel and may participate in its own defense, if Advertiser wishes. Advertiser agrees to defend and indemnify Influencer and hold Influencer harmless against any and all legal claims, demands, including reasonable attorney’s fees which may arise out of third-party claims or incidentals arising out of the Advertiser’s business.
ARTICLE 15 – GENERAL PROVISIONS:
- LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- 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 after a period of 5 business days, the Parties shall then submit the dispute to binding arbitration administered by an arbitrator chosen by both parties. Parties submit to the arbitration virtually. 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 punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing law in Madrid, Spain.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
- SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that any Party fails 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.
- 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.
- FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, pandemics, acts by Cuomo, epidemics, acts of Government, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Name: ______________________________
Signature: ______________________________
Date: ______________________
Name: ___________________________
Signature: _________________________
Date: _____________________________
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