Influencer Affiliate Agreement
This Influencer Affiliate Agreement, hereinafter referred to as "Agreement," is entered into and made effective as of date of acceptance by and between the following parties: “Independent Influencer” or “you” and Joss and J ™ , a limited liability company, organized under the laws of the state of Arizona and the state of Texas, having its principal place of business at the following address: 323 S. Gilbert Road Suite 109
Gilbert, Arizona 85296. Hereinafter, “Influencer” will refer to and be used to describe you. Both may be referred to individually as "Party" and collectively as the "Parties."
WHEREAS, the Parties desire to work together through an affiliate program (the "Collaboration"), as defined further below;
WHEREAS, the Parties wish to establish a written agreement between them covering the terms and conditions of their Collaboration,
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 do hereby agree as follows:
Article 1 - COLLABORATION:
Subject to the terms and conditions of this Agreement, the Parties will work on the following Collaboration: Affiliate and Referral program. Nothing in this Agreement shall be construed to create employment, partnership, or other fiduciary relationship between the Parties.
Article 2 - INTELLECTUAL PROPERTY:
In accordance with the terms and conditions of this Agreement, title and interest in and to intellectual property belonging to each of the Parties prior to this Collaboration, including, but not limited to, plans, drawings, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property, registered or otherwise, shall remain with that Party throughout the duration of this Agreement and forever thereafter.
Article 3 - DUTIES AND OBLIGATIONS:
The duties and obligations of the Influencer shall be as followed:
Must devote his/her time, resources, and best efforts to the services as is reasonably necessary to preform them in a professional manner. Comply with all laws and regulations. Provide and utilize his/her own tools, equipment and resources to the services of Joss and J ™.
Must share affiliate code and or link as much as possible and encourage others to see the potential Joss and J ™ has with its brand and entity. Must only speak positive about the brand and must not add specific affiliate code to any third party sites with redirection to website.
Joss and J ™ may occasionally ask for specific things to be mentioned in or on social media platforms and it is with influencers best diligency to be able to accomdate on this.
Article 4 - CAPITAL CONTRIBUTION:
No capital contribution is required from Influencer for the Collaboration.
Article 5 - PROFIT ALLOCATION:
For any profits acquired as a result of the Collaboration, the allocation will be as follows:
Joss and J™ will pay Influencer a percentage of the net revenue collected by Joss + J ™. For purposes of this Agreement,
“net revenue” means gross fess received by Joss and J ™ from Qualifying Rrders, exclusing taxes, duties, and transaction – based costs and expenses, including but not limited to payment processing fees and shipping fees. The commission is only paid to Influencer if the Qualifying Order is final. Any returns will be deducted from payout. Payouts will be at the end of every month and will be paid with payment selected of either venmo or paypal.
Article 6 - CONFIDENTIALITY:
Each Party hereby acknowledges and agrees that they and the other party or parties each possess certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (collectively the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into this Collaboration as a business relationship, through which they will each have access to another party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.
a) Confidential Information refers to any information which is confidential and commercially valuable to any of the Parties. The 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 to any of the Parties.
Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.
Confidential Information shall not mean any information which:
I) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;
II) is already known, through legal means, to the Receiving Party;
III) is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;
IV) is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
V) is developed independently by the Receiving Party and the Receiving Party can show such independent development.
b) "Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.
c) The Parties hereby agree they shall:
I) Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties' relationship with each other unless, in the case of Confidential Information, that third party is a service provider necessary for the Collaboration and the third-party service provider agrees to sign a Non-Disclosure Agreement mutually agreeable to each Party;
II) Not disclose the Confidential Information via any unauthorized means to any third parties for a period of 3 (three) years following the termination of this Agreement;
III) Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;
IV) Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.
Article 7 - THIRD PARTY LIABILITY:
Each Party hereby agrees and acknowledges that their own liabilities, including debts and other financial obligations, shall remain their liabilities and shall not become the liabilities of any other Party.
Article 8 - GENERAL PROVISIONS:
a) GOVERNING LAW: This Agreement shall be governed in all respects by the laws of the state of Arizona and any applicable federal law. Both Parties consent to jurisdiction under the state and federal courts within the state of Arizona. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature.
b) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by any Party.
d) AMENDMENTS: This Agreement may only be amended in writing signed by both Parties.
e) NO WAIVER: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of any Party. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of any Party to enforce any term of this Agreement shall not constitute waiver of such term or any other term.
f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.
g) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
h) HEADINGS: Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS: This Agreement may be executed in counterparts, all of which shall constitute a single agreement.
j) NOTICES ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by e-mail, to the email address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party or Parties in accordance with this clause. The relevant contact information for the Joss and J ™ is firstname.lastname@example.org.