INFLUENCER AGREEMENT
THIS AGREEMENT IS DATED: ________
BETWEEN THE INFLUENCER ("Influencer"):
________
Address: ________
AND THE ADVERTISER ("Advertiser"):
________
Address: ________
RECITALS
The parties may be referred to individually as "Party" and collectively as the "Parties";
The Advertiser wishes to advertise certain products;
The Influencer's social media reach is valuable for the advertising and sale of such products;
The Parties wish to enter into an agreement whereby the Influencer will promote and sell the Advertiser's products as described below;
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:
(1) AGREEMENT
(a) Within this Agreement, the Influencer agrees to promote and sell the Advertiser's products (the "Products") on the Influencer's social media, described further below:
________
(b) The Influencer agrees to the promotion and sale of the Products in exchange for fees, described further below.
(2) DELIVERABLES
(a) The Influencer will be posting as part of the following campaign (the "Campaign"):
________
(b) The Campaign will start on ________. The campaign will end on ________.
(c) The Advertiser and the Influencer have agreed that the Influencer will publish one or more Posts on the Platforms as follows:
________
(d) Posts must be approved by the Advertiser before going live.
(e) Once a Post has been approved by the Advertiser, it must be published by the Influencer as soon as possible and no later than 48 hours from the approval time.
(f) Posts must stay up for the following time period: ________.
(g) The Influencer must not edit the Post after it has been approved, except with the Advertiser's prior written consent.
(h) The Advertiser has the right to moderate the Post after it has been approved, and may direct the Influencer to amend the Post at any time.
(i) The Advertiser has the right to direct the Influencer to remove the Post at any time.
(j) After publishing a Post, the Influencer must not publish any other content which has the effect of reducing the impact, reach or effectiveness of the Post.
(3) FEES
The Advertiser will pay fees to the Influencer for the promotion and sale of the Advertiser's Products ("Fees"), as follows:
(a) For the Promotion of the Advertiser's Products:
(I) The Advertiser will pay one flat fee of $________ (________).
(b) For the sale by the Influencer of any of the advertiser's Products:
(I) The Advertiser will either provide the Influencer with a specific link or links which correspond to the Products for sale or a promotional code or codes for the Influencer's audience to purchase (collectively, the "Link").
(II) The Link will be keyed to the Influencer's identity and will send online users to the Advertiser's website or websites.
(III) Each time a customer clicks through the Link and completes the sale of one of the Advertiser's Products, the Influencer will be eligible to receive the following percentage of the sale: ________% (________ percent).
(4) PAYMENT
(a) The Influencer will be asked to submit current address information, as well as accounting and tax documentation.
(b) The Influencer must notify the Advertiser immediately for any changes in address or account information.
(c) The Influencer will be paid as follows:
________
(5) COMPLIMENTARY PRODUCTS
(a) The Advertiser will be sending the Influencer the following free products to assist in the Parties' relationship and the Influencer's promotion:
________
(b) The Influencer will promote these products to the Influencer's audience.
(6) TRIP
(a) In connection with this Agreement, the Influencer will also take part in the following trip ("the Trip"):
________
(b) The Advertiser will pay for the Influencer's reasonable costs in relation to the following parts of the Trip:
________
(c) The Influencer will pay for any of the Influencer's costs in relation to any other parts of the Trip, including but not limited to:
________
(d) The Influencer will promote this Trip to the Influencer's audience.
(7) 852855885852 8552558 585 2885555
8225822 822258225 882582 2588 825222222 85588 82 822825525 22 2252 522 25522258582, 22822 8222552, 522282, 255285882, 25 2228222222 528528228582. 552 5228522825 88 52 82522225222 8222558225 525 8888, 52 588 28228, 582 58 8585. 552 5228522825 88 52822288882 225 252 5228522825'8 282 82858, 82522, 525 2252558 255 885888822, 525 22 255 25258 25 22525 52858525 25222228, 8585 58 828858 82855822, 8888 82 88255285 2522 522 22 252 5228522825'8 2228.
(8) INFLUENCER WARRANTIES
(a) The Influencer warrants that any representations that the Influencer has made and will make to the Advertiser regarding the number of followers that the Influencer has, the size of the Influencer's audience or the Influencer's social media reach are accurate and honest representations and refer to genuine organic followers.
(b) The Influencer warrants and agrees that the Influencer has not obtained and will not obtain followers or audience members through any artificial means such as by purchasing followers, likes or engagement or doing anything to artificially increase the Influencer's engagement.
(c) In the event that the Advertiser determines, in the Advertiser's reasonable discretion, that the Influencer is in breach of this clause, the Advertiser may immediately terminate this Agreement.
(d) The Influencer warrants and agrees that the Influencer will maintain full compliance with all applicable laws, regulations and industry self-regulation in all jurisdictions where the Influencer promotes and sells the Advertiser's products, which may include but not be limited to:
(I) the Australian Consumer Law as set out in the Competition and Consumer Act 2010 (Cth) and any other applicable Commonwealth or state/territory laws in Australia;
(II) the Australian Influencer Marketing Council Code of Practice;
(III) the Australian Association of National Advertisers Code of Ethics;
(IV) the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing; and
(V) the USA Federal Trade Commission's Guides Concerning Endorsements and Testimonials in Advertising.
(e) The Influencer warrants and agrees that the Influencer will not engage in misleading or deceptive conduct or conduct which is likely to mislead or deceive. This includes avoiding making any false or misleading claims, tagging all Posts with relevant hashtags as required by applicable laws or industry self-regulation such as "#sponsored," "#ad," or "#advertisement," as well as, where applicable, including relevant disclosure statements and marking Posts as paid partnerships. The Advertiser recommends that the Influencer seeks independent legal advice to ensure that the Influencer complies with all applicable laws regulations and industry self-regulation.
(f) The Influencer warrants and agrees that all Posts which the Influencer publishes under this Agreement will comply with the applicable terms and conditions of any Platform(s) on which the Posts are published.
(g) The Influencer warrants and represents that all Posts which the Influencer publishes under this Agreement (excluding any intellectual property provided by the Advertiser) will be the Influencer's original work and will not infringe the rights of any third party, including but not limited to intellectual property rights.
(h) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will contain any material which is offensive, obscene, indecent, discriminatory or which promotes violence, aggression or illegal behaviour.
(i) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will contain any material which the Influencer knows or suspects (or ought reasonably to know or suspect) to be false, misleading or deceptive.
(j) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will violate the rights of any other person or entity including but not limited to intellectual property rights, privacy rights or contractual rights.
(k) The Influencer warrants and agrees that the Influencer will take all reasonable steps to protect and uphold the goodwill and reputation of the Advertiser's business and brand.
(l) The Influencer warrants and agrees that the Influencer will not disparge, attack, parody or make any negative comments about the Advertiser's brand, business, products or services whether during the term of this Agreement or after the termination or expiration of this Agreement.
(m) In the event of a breach of this clause by the Influencer, the Advertiser may immediately terminate this Agreement and the Influencer will forfeit any Fees for services provided to date.
(9) TERM & TERMINATION
(a) This Agreement shall terminate automatically when the Campaign described below has been completed (the "Termination Date").
(b) This Agreement may also be terminated by either Party, upon notice in writing:
(I) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
(II) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
(c) This Agreement may also be terminated by the Advertiser at any time with or without cause.
(d) The Advertiser specifically reserves the right to terminate this Agreement if the 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.
(e) If this Agreement is terminated prior to the Termination Date, the Advertiser shall pay the Influencer any and all fees earned but not paid out prior to termination, unless the Influencer fails to follow the terms of this Agreement and the Advertiser terminates for breach. In such a case, the Influencer forfeits all rights, including the right to any unclaimed fees.
(f) 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) EXCLUSIVITY
The Parties agree that this Agreement creates an exclusive relationship between the Advertiser and the Influencer. Throughout the Term of this Agreement, the Influencer may not work with any other advertiser. The Advertiser may not work with any other Influencer. Upon termination of this Agreement, the Parties' exclusive relationship ends.
(11) COMMUNICATION
The Influencer agrees to maintain open communication with the Advertiser, including promptly responding to calls, messages, and emails. The Influencer shall respond to all communications no later than 48 hours after receipt.
(12) INDEMNITY
The Influencer agrees to defend and indemnify the Advertiser and any of its agents (if applicable) and to hold the Advertiser harmless against any and all legal claims and demands, including reasonable legal costs, which may arise from or relate to the Influencer's conduct or actions. The Advertiser shall be able to select its own legal representation and may participate in its own defence, if the Advertiser wishes.
(13) LIMITATION OF LIABILITY
(a) The Advertiser's liability to the Influencer will at all times be limited to the amount paid by the Advertiser to the Influencer in the 12 months prior to the event that gives rise to the Advertiser's liability.
(b) The Advertiser will not be liable to the Influencer or any third party at any time for any injury, loss, costs, expenses, damages or other claims of any nature whatsoever relating to the content of any Post.
(c) The Advertiser will not be liable to the Influencer or any third party at any time for any loss of profits, reputation, goodwill, business or for consequential damages.
(14) INTELLECTUAL PROPERTY
(a) The Influencer and the 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.
(b) Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable licence 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, the Advertiser grants the Influencer the licence to use the following intellectual property of the Advertiser:
________
(c) Either Party may revoke this licence at any time, including if any misuse of intellectual property is found. This licence will terminate at the expiration of this Agreement.
(d) Unauthorised 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.
(15) 888258585582558
552 2552828 58222882522 525 52522 2552 822285222858 52225252822, 58 5228225 82828, 252 82 258552225 82 252 825582 22 252 2552828' 528528228582. 5585 25522 85588 25822582 252 8285282 22 252 22525 25522'8 822285222858 52225252822 2552525252 252 55552822 22 2588 825222222, 58 8288 58 225 5 225825 22 25522 (8) 22558 52225 252 22528252822 22 2588 825222222. 822285222858 52225252822 85588 82 5228225 58 522 82225252822 85885 88 822285222858 525 822225885882 85855882 22 252 25522 28225 22 2552 82225252822. 822285222858 52225252822 252 82 82 252 2252 22 528522228, 2285288528, 2225258, 255828828, 22288, 82288288528228, 8282228228, 2522228, 2555225528, 8222582528, 285822222, 5822582528, 225288, 8522828, 82228552, 55588228, 82228528, 28528, 25225528 25 22525 2558 25 8582222 222882522 525/25 8285228 525 252 2252582 22, 852 222 82 8828225 22, 252 282858 22 52825585 525 52828222222, 22528582822, 255222822, 225822228, 858222258, 852288258, 822288282558 25222522 525/25 2825282 25 522 22525 82225252822 85885 88 822285222858 525 822225885882 85855882. 822285222858 52225252822 85588 222 2252 522 82225252822 85885:
(5) 88 22282 25 585885882 22 252 258888 52 252 2822 22 5888828552 25 828522 22282 25 585885882 52225 5888828552 2552525 22 25582 22 252 222-28225 25522;
(8) 88 5852552 22282, 2552525 82258 22528, 22 252 222-28225 25522;
(8) 88 28822 82 252 28225 25522 22 25855 2552828, 22525 2552 252 222-28225 25522, 8825252 522 528258828228;
(5) 88 28822 22 252 222-28225 25522 82 522 25855 25522 852 8225882 555 252 822285222858 52225252822 525 252 58252 22 58888282 82; 25
(2) 88 528282225 8252222522282 82 252 222-28225 25522 525 252 222-28225 25522 852 8528 8585 82522225222 52828222222.
(16) WRITTEN COMMUNICATION
In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement; or
(II) by mail to a mailing address the other party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address;
(II) if sent by prepaid mail within Australia, five (5) days after the date of posting;
(III) if sent by prepaid mail to or from an address outside Australia, twenty one (21) days after the date of mailing.
(17) GENERAL PROVISIONS
(a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(b) JURISDICTION, VENUE & CHOICE OF LAW: This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
(d) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.
(e) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(f) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(g) 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.
(h) 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.
(i) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organisation only. Headings shall not affect the meaning of any provisions of this Agreement.
(j) 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, pandemics, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
(k) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(l) SURVIVAL OF OBLIGATIONS: At the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they will survive termination or expiration.
Signed for and on behalf of the Influencer ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ the sole director and sole company secretary:
..................................................
________, Sole Director and Sole Secretary
Signed for and on behalf of the Advertiser ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ the sole director and sole company secretary:
..................................................
________, Sole Director and Sole Secretary
INFLUENCER AGREEMENT
THIS AGREEMENT IS DATED: ________
BETWEEN THE INFLUENCER ("Influencer"):
________
Address: ________
AND THE ADVERTISER ("Advertiser"):
________
Address: ________
RECITALS
The parties may be referred to individually as "Party" and collectively as the "Parties";
The Advertiser wishes to advertise certain products;
The Influencer's social media reach is valuable for the advertising and sale of such products;
The Parties wish to enter into an agreement whereby the Influencer will promote and sell the Advertiser's products as described below;
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:
(1) AGREEMENT
(a) Within this Agreement, the Influencer agrees to promote and sell the Advertiser's products (the "Products") on the Influencer's social media, described further below:
________
(b) The Influencer agrees to the promotion and sale of the Products in exchange for fees, described further below.
(2) DELIVERABLES
(a) The Influencer will be posting as part of the following campaign (the "Campaign"):
________
(b) The Campaign will start on ________. The campaign will end on ________.
(c) The Advertiser and the Influencer have agreed that the Influencer will publish one or more Posts on the Platforms as follows:
________
(d) Posts must be approved by the Advertiser before going live.
(e) Once a Post has been approved by the Advertiser, it must be published by the Influencer as soon as possible and no later than 48 hours from the approval time.
(f) Posts must stay up for the following time period: ________.
(g) The Influencer must not edit the Post after it has been approved, except with the Advertiser's prior written consent.
(h) The Advertiser has the right to moderate the Post after it has been approved, and may direct the Influencer to amend the Post at any time.
(i) The Advertiser has the right to direct the Influencer to remove the Post at any time.
(j) After publishing a Post, the Influencer must not publish any other content which has the effect of reducing the impact, reach or effectiveness of the Post.
(3) FEES
The Advertiser will pay fees to the Influencer for the promotion and sale of the Advertiser's Products ("Fees"), as follows:
(a) For the Promotion of the Advertiser's Products:
(I) The Advertiser will pay one flat fee of $________ (________).
(b) For the sale by the Influencer of any of the advertiser's Products:
(I) The Advertiser will either provide the Influencer with a specific link or links which correspond to the Products for sale or a promotional code or codes for the Influencer's audience to purchase (collectively, the "Link").
(II) The Link will be keyed to the Influencer's identity and will send online users to the Advertiser's website or websites.
(III) Each time a customer clicks through the Link and completes the sale of one of the Advertiser's Products, the Influencer will be eligible to receive the following percentage of the sale: ________% (________ percent).
(4) PAYMENT
(a) The Influencer will be asked to submit current address information, as well as accounting and tax documentation.
(b) The Influencer must notify the Advertiser immediately for any changes in address or account information.
(c) The Influencer will be paid as follows:
________
(5) COMPLIMENTARY PRODUCTS
(a) The Advertiser will be sending the Influencer the following free products to assist in the Parties' relationship and the Influencer's promotion:
________
(b) The Influencer will promote these products to the Influencer's audience.
(6) TRIP
(a) In connection with this Agreement, the Influencer will also take part in the following trip ("the Trip"):
________
(b) The Advertiser will pay for the Influencer's reasonable costs in relation to the following parts of the Trip:
________
(c) The Influencer will pay for any of the Influencer's costs in relation to any other parts of the Trip, including but not limited to:
________
(d) The Influencer will promote this Trip to the Influencer's audience.
(7) 852855885852 8552558 585 2885555
8225822 822258225 882582 2588 825222222 85588 82 822825525 22 2252 522 25522258582, 22822 8222552, 522282, 255285882, 25 2228222222 528528228582. 552 5228522825 88 52 82522225222 8222558225 525 8888, 52 588 28228, 582 58 8585. 552 5228522825 88 52822288882 225 252 5228522825'8 282 82858, 82522, 525 2252558 255 885888822, 525 22 255 25258 25 22525 52858525 25222228, 8585 58 828858 82855822, 8888 82 88255285 2522 522 22 252 5228522825'8 2228.
(8) INFLUENCER WARRANTIES
(a) The Influencer warrants that any representations that the Influencer has made and will make to the Advertiser regarding the number of followers that the Influencer has, the size of the Influencer's audience or the Influencer's social media reach are accurate and honest representations and refer to genuine organic followers.
(b) The Influencer warrants and agrees that the Influencer has not obtained and will not obtain followers or audience members through any artificial means such as by purchasing followers, likes or engagement or doing anything to artificially increase the Influencer's engagement.
(c) In the event that the Advertiser determines, in the Advertiser's reasonable discretion, that the Influencer is in breach of this clause, the Advertiser may immediately terminate this Agreement.
(d) The Influencer warrants and agrees that the Influencer will maintain full compliance with all applicable laws, regulations and industry self-regulation in all jurisdictions where the Influencer promotes and sells the Advertiser's products, which may include but not be limited to:
(I) the Australian Consumer Law as set out in the Competition and Consumer Act 2010 (Cth) and any other applicable Commonwealth or state/territory laws in Australia;
(II) the Australian Influencer Marketing Council Code of Practice;
(III) the Australian Association of National Advertisers Code of Ethics;
(IV) the UK Code of Non-broadcast Advertising, Sales Promotion and Direct Marketing; and
(V) the USA Federal Trade Commission's Guides Concerning Endorsements and Testimonials in Advertising.
(e) The Influencer warrants and agrees that the Influencer will not engage in misleading or deceptive conduct or conduct which is likely to mislead or deceive. This includes avoiding making any false or misleading claims, tagging all Posts with relevant hashtags as required by applicable laws or industry self-regulation such as "#sponsored," "#ad," or "#advertisement," as well as, where applicable, including relevant disclosure statements and marking Posts as paid partnerships. The Advertiser recommends that the Influencer seeks independent legal advice to ensure that the Influencer complies with all applicable laws regulations and industry self-regulation.
(f) The Influencer warrants and agrees that all Posts which the Influencer publishes under this Agreement will comply with the applicable terms and conditions of any Platform(s) on which the Posts are published.
(g) The Influencer warrants and represents that all Posts which the Influencer publishes under this Agreement (excluding any intellectual property provided by the Advertiser) will be the Influencer's original work and will not infringe the rights of any third party, including but not limited to intellectual property rights.
(h) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will contain any material which is offensive, obscene, indecent, discriminatory or which promotes violence, aggression or illegal behaviour.
(i) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will contain any material which the Influencer knows or suspects (or ought reasonably to know or suspect) to be false, misleading or deceptive.
(j) The Influencer warrants and represents that no Posts which the Influencer publishes under this Agreement will violate the rights of any other person or entity including but not limited to intellectual property rights, privacy rights or contractual rights.
(k) The Influencer warrants and agrees that the Influencer will take all reasonable steps to protect and uphold the goodwill and reputation of the Advertiser's business and brand.
(l) The Influencer warrants and agrees that the Influencer will not disparge, attack, parody or make any negative comments about the Advertiser's brand, business, products or services whether during the term of this Agreement or after the termination or expiration of this Agreement.
(m) In the event of a breach of this clause by the Influencer, the Advertiser may immediately terminate this Agreement and the Influencer will forfeit any Fees for services provided to date.
(9) TERM & TERMINATION
(a) This Agreement shall terminate automatically when the Campaign described below has been completed (the "Termination Date").
(b) This Agreement may also be terminated by either Party, upon notice in writing:
(I) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
(II) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
(c) This Agreement may also be terminated by the Advertiser at any time with or without cause.
(d) The Advertiser specifically reserves the right to terminate this Agreement if the 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.
(e) If this Agreement is terminated prior to the Termination Date, the Advertiser shall pay the Influencer any and all fees earned but not paid out prior to termination, unless the Influencer fails to follow the terms of this Agreement and the Advertiser terminates for breach. In such a case, the Influencer forfeits all rights, including the right to any unclaimed fees.
(f) 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) EXCLUSIVITY
The Parties agree that this Agreement creates an exclusive relationship between the Advertiser and the Influencer. Throughout the Term of this Agreement, the Influencer may not work with any other advertiser. The Advertiser may not work with any other Influencer. Upon termination of this Agreement, the Parties' exclusive relationship ends.
(11) COMMUNICATION
The Influencer agrees to maintain open communication with the Advertiser, including promptly responding to calls, messages, and emails. The Influencer shall respond to all communications no later than 48 hours after receipt.
(12) INDEMNITY
The Influencer agrees to defend and indemnify the Advertiser and any of its agents (if applicable) and to hold the Advertiser harmless against any and all legal claims and demands, including reasonable legal costs, which may arise from or relate to the Influencer's conduct or actions. The Advertiser shall be able to select its own legal representation and may participate in its own defence, if the Advertiser wishes.
(13) LIMITATION OF LIABILITY
(a) The Advertiser's liability to the Influencer will at all times be limited to the amount paid by the Advertiser to the Influencer in the 12 months prior to the event that gives rise to the Advertiser's liability.
(b) The Advertiser will not be liable to the Influencer or any third party at any time for any injury, loss, costs, expenses, damages or other claims of any nature whatsoever relating to the content of any Post.
(c) The Advertiser will not be liable to the Influencer or any third party at any time for any loss of profits, reputation, goodwill, business or for consequential damages.
(14) INTELLECTUAL PROPERTY
(a) The Influencer and the 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.
(b) Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable licence 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, the Advertiser grants the Influencer the licence to use the following intellectual property of the Advertiser:
________
(c) Either Party may revoke this licence at any time, including if any misuse of intellectual property is found. This licence will terminate at the expiration of this Agreement.
(d) Unauthorised 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.
(15) 888258585582558
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(16) WRITTEN COMMUNICATION
In relation to any correspondence or notification which is required under this Agreement to be provided in writing from one Party to the other Party:
(a) such notice is properly given if given to the other Party:
(I) by email to an email address that the other Party has nominated, acknowledged or used in connection with this Agreement; or
(II) by mail to a mailing address the other party has nominated, acknowledged or used in connection with this Agreement.
(b) such notice is taken to be received:
(I) if sent by email, when the email becomes capable of being retrieved by the recipient at the relevant email address;
(II) if sent by prepaid mail within Australia, five (5) days after the date of posting;
(III) if sent by prepaid mail to or from an address outside Australia, twenty one (21) days after the date of mailing.
(17) GENERAL PROVISIONS
(a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
(b) JURISDICTION, VENUE & CHOICE OF LAW: This Agreement is subject to the laws of New South Wales and each Party submits to the jurisdiction of the courts of New South Wales.
(c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.
(d) ENTIRE AGREEMENT: In relation to the subject matter of this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral. The Parties each respectively agree that in entering into this Agreement, they did not do so in reliance on any representations, warranties or other provisions except for those which are expressly provided in this Agreement.
(e) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
(f) RIGHTS, REMEDIES AND POWERS: Unless expressly provided in this Agreement, any rights, remedies or powers which a Party acquires under this Agreement are cumulative and apply in addition to any rights, remedies or powers which that Party may otherwise have. Unless expressly provided in this Agreement, nothing in this Agreement shall in any way reduce, extinguish, postpone or otherwise limit any right, remedy or power which that Party may have.
(g) 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.
(h) 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.
(i) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organisation only. Headings shall not affect the meaning of any provisions of this Agreement.
(j) 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, pandemics, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
(k) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.
(l) SURVIVAL OF OBLIGATIONS: At the termination, expiration or completion of this Agreement, any provisions of this Agreement which would by their nature be expected to survive termination or expiration shall remain in full force and effect, including but not limited to any provisions which explicitly state that they will survive termination or expiration.
Signed for and on behalf of the Influencer ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ the sole director and sole company secretary:
..................................................
________, Sole Director and Sole Secretary
Signed for and on behalf of the Advertiser ________ in accordance with section 127(1) of the Corporations Act 2001 (Commonwealth) by being signed by ________ the sole director and sole company secretary:
..................................................
________, Sole Director and Sole Secretary
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