BY CLICKING “I AGREE,” you are entering into a legally binding contract with BMFIT Enterprises Inc. (the Company”) and are agreeing to be bound by these Influencer and Affiliate Terms Conditions which will govern the relationship between you, as an “Influencer” and/or “Affiliate”, and the Company.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SUBMIT YOUR APPLICATION OR CONTINUE YOUR PARTICIPATION IN THE COLLABORATION. In addition, if at any time you no longer wish to be bound by these Influencer and Affiliate Terms and Conditions, you must immediately notify the Company in writing to influencer@rawgear.com.
Engagement as an Influencer. the Company would like the Influencer’s assistance in promoting / offering / selling the Company’s products via the Influencer’s social media accounts. 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.
Term. This Agreement shall have an initial term of one month and shall automatically renew for additional three month- terms thereafter unless either party provides 14 days prior written notice of its intention of nonrenewal.
Influencer Deliverables. During each calendar month during the term of this Contract, Influencer/Affiliate will post a minimum of one (1) Instagram Post & one (1) TikTok a month and 2 Instagram Stories a week. The content items will contain a photograph of a Product and will contain the hashtag #rawgear and or @rawgear. The services shall conform to the specifications and instructions of the Company, abide by the rules of the relevant social media platforms, and are subject to the Company’s acceptance and approval.
Cancellation. Either party may terminate this agreement within ten days, with written notice if the other party breaches this agreement and does not cure such breach within such time period, in addition to any right or remedy that may be available to the Company under this agreement or applicable law. In the event that the Influencer has breached this agreement, the Company may (i) immediately suspend, limit or terminate the Influencer’s access to any the Company account and/or (ii) instruct the Influencer to cease all promotional activities or make clarifying statements, and the Influencer shall immediately comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party.
Product Details. The Company will provide the necessary products, content, and briefing materials to enable the Influencer to perform agreed upon marketing services. When the Influencer is consigned the Company products to create promotional materials, it is the responsibility of the Influencer to treat the products with care, and return them to the Company according to the Company’s instructions. This does not apply when the Company gifts the products to the Influencer, or when the products represent the Company’s compensation to the Influencer. If the Influencer has obtained employees or agents (the "Influencer Personnel"), the Influencer shall be solely responsible for all costs associated with the Influencer Personnel.
Materials Owned by Company. Influencer/Affiliate acknowledges that Company’s likeness, clothing, names and any derivatives thereto are covered by trademark, copyright, and/or other intellectual property rights owned or licensed by Company. Influencer/Affiliate may use Company's trade names, trademarks and service marks as provided to Influencer/Affiliate from time to time (the “Marks”) in the Territory on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of the Company. Influencer/Affiliate has no right to any such Marks. Influencer/Affiliate further agrees: (i) Influencer/Affiliate will follow the Mark guidelines of Company; (ii) Influencer/Affiliate will not challenge the validity of Company’s Marks (whether currently in existence or additional Marks) at any time; and (iii) Influencer/Affiliate will not attempt to register Company’s Marks in any jurisdiction. No rights or licenses with respect to products or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement and all such rights are hereby expressly reserved by Company and its licensors. Influencer/Affiliate acknowledges that all documentation, any content and ideas, written material or other property, tangible or intangible, arising out of or resulting from Influencer/Affiliate’s performance of the Services provided hereunder, including without limitation all photographs, images, themes, materials, and designs developed, created and/or provided by Influencer/Affiliate (“Work”) is owned by Company, for all purposes. Any content created by Influencer/Affiliate hereunder shall be deemed a “work made for hire” and that Company shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not to be a work made for hire, as to any post, photo, media or created content during the term of this Agreement made by Influencer/Affiliate relating to or featuring Company or Company products, Influencer/Affiliate hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Company. Company may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media website or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Influencer/Affiliate acknowledges the ownership and validity of Company’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Influencer/Affiliate. Upon termination or expiration of this Agreement, or other written notice (including by email), Influencer will stop using all Company materials and intellectual property and will not publish any new materials in any media that contain the same.
Matters to Avoid in Influencer Posts: The Influencer agrees to avoid mentioning competitors of the Company. The Influencer also agrees to abide by all branding guidelines set by the Company. (For example, all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).
Approval & 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 published meet the Company’s prior approval.
Confidentiality. Influencer/Affiliate understands and agrees that any confidential provision and section herein is intended to survive the termination or conclusion of this Agreement. Influencer/Affiliate agrees and covenants, during the term of Influencer/Affiliate’s engagement of services to Company and for a period of five (5) years thereafter, to run consecutively, beginning on the last day of Influencer/Affiliate providing Services to Company not to disclose any Confidential Information as defined below. Influencer/Affiliate understands that Company is engaged in the business of, among other things, branding, clothing manufacturing, content creation, and clothing design. Influencer/Affiliate further understands that, as an essential part of providing Services to Company, Influencer/Affiliate will be entrusted with highly confidential information that would be of significant value to competitors, all of which is and is to remain the property of Company. Influencer/Affiliate understands and acknowledges that during the course of working with Company, Influencer/Affiliate will have access to and learn about Confidential Information, as defined below. The Influencer agrees that during the tenure of this contract, and for a one-month term afterward, the Influencer will not undertake influencer marketing for a competitor in the same vertical as the Company.
For purposes of this Agreement, "Confidential Information" includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: trade secrets, business processes, social media tactics, artwork, design details, new product launches, material choices, material supply, material vendors, skit strategies, Athlete contacts and scheduling details, athlete private personnel information, management contract details, Company talent acquisition, Company Athlete scheduling details, passwords, Athlete management private contact and monetary information, athlete management and brand building strategy, brand deal details between athlete and third parties, social media login credentials, follower acquisition, brand/marketing business strategies, strategic plans and projections, potential business expansion plans, internal business operations, affiliate marketing data, Athlete payouts, Company customer lists, client data (including but not limited to emails, addresses, phone numbers, contact information), business strategies, creative product concepts, formulas, patterns, compilations, programs, databases, google ad sense data, any and all postscript analytics and SMS data, Klaviyo (including but not limited to lists, automations, campaigns data, segmentation data, customer data), Shopify data analytics (including but not limited to acquisition reports, inventory reports, sales reports, order reports, customer reports, financing and payment reports, and behavior reports), customer protected information, information about specific referral sources, financial information, revenue, costs, accounting records, billing rates, pay rates, pricing information, legal information, terms of agreements, payroll information, staffing information, personnel information, employee and contractor lists, logistical clothing support providers, raw material providers, design blueprints, artistic ideas, vendor and supplier information and lists, computer programs and databases, marketing and advertising information, market studies, sales information of Company, and any information that derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use as stated in California Civil Code Section 3426.1 et seq. Confidential Information also includes the terms and details of this Agreement.
Influencer/Affiliate understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. Influencer/Affiliate understands and agrees that Confidential Information includes information developed by Influencer/Affiliate in the course of Influencer/Affiliate’s responsibilities service obligations to Company as if Company furnished the same Confidential Information to Influencer/Affiliate in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to Influencer/Affiliate provided that such disclosure is through no direct or indirect fault of Influencer/Affiliate or person(s) acting on Influencer/Affiliate’s behalf.
Influencer Compensation. In full consideration of the Influencer’s performance, his / her obligations and the rights granted herein, Influencer/Affiliate shall be compensated a commission as outlined in the Affiliate Program they are signing up to and tracked based on their unique discount or coupon code or their unique affiliate link. The Influencer will otherwise 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 to, or expenses or costs incurred by, the Influencer in connection with the performance of its obligations under this agreement. For an Influencer and/or Affiliate to receive a commission, the order transaction must have been successfully completed and not returned. Transactions that result in chargebacks or refunds will not be paid out. For the sake of clarity, commissions are only due on gross revenue generated, less any of the following: sales tax, shipping income and fees, discounts, refunds, returns, or exchanges. Influencers may not receive commissions on sales generated via coupon codes or affiliate links that are not unique to them.
Influencer Payment Terms. When applicable, payments will be made by PayPal or check/money order to the address given by the Influencer. The Company will issue payments within 15 days of the close of the prior month. Payments will only be made after the Influencer provides a completed IRS W9 form.
Material disclosures and compliance with FTC Guidelines. When publishing posts/statuses about the Company’s products or services, the Influencer and/or Affiliate must clearly disclose his/her “material connection” with the Company, including the fact that the Influencer and/or Affiliate was given any consideration, was provided with certain experiences or is being paid for a particular service. If posting from abroad, U.S. law applies if it’s reasonably foreseeable that the post will affect U.S. consumers. Foreign laws might also apply (it is the sole responsibility of the Influence to determine compliance of applicable laws for promotion). Use simple and clear language for example:
· Simple explanations like “Thanks to RawGear brand for the free product” are often enough if placed in a way that is hard to miss.
· Use term like “advertisement,” “ad,” and “sponsored.” Don’t use vague or confusing terms like “sp,” “spon,” or “collab,” or stand-alone terms like “thanks” or “ambassador,” and stay away from other abbreviations and shorthand when possible.
· The disclosure should be in the same language as the endorsement itself.
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 and/or Affiliate’s statements should always reflect the Influencer and/or Affiliate’s honest and truthful opinions and actual experiences. The Influencer and/or Affiliate’s should only make factual statements about the Company or the Company’s products which the Influencer and/or Affiliate’s knows for certain are true and can be verified. Influencer/Affiliate agree that it is their sole responsibility to comply with application FTC rules and mandates and Influencer/Affiliate shall hold Company harmless for any FTC action based on Influencer/Affiliate’s actions.
Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, carrier service interruptions, or shortages of transportation facilities, fuel, energy, labor or materials. A party whose performance is affected by a force majeure condition shall be excused from such performance to the extent required by the force majeure condition so long as such party takes all reasonable steps to avoid or remove such causes of nonperformance and immediately continues performance whenever and to the extent such causes are removed.
Termination. The Influencer and Affiliate application status may be suspended or terminated for any of the following reasons:
· Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
· Spamming (mass email, unsolicited electronic messages, mass newsgroup posting, etc.).
· Advertising on sites containing or promoting illegal activities.
· Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
· Violation of intellectual property rights. the Company reserves the right to require license agreements from those who employ trademarks of the Company in order to protect our intellectual property rights.
· Negligent or gross misconduct or insubordination.
· Any action that causes harm to Company or Company’s brand.
· Charge, conviction or plea of no contest to a crime involving moral turpitude.
· Falling below Company’s professional standards and/or individuals with the requisite training, background, experience to perform services undertaken.
· Offering rebates, coupons, or other form of promised kick-backs from the affiliate commission as an incentive. Adding bonuses or bundling other products with the Company, however, is acceptable.
· Self-referrals, fraudulent transactions, suspected Affiliate fraud.
· Using AI to circumvent the provisions hereunder or violating any confidentiality
In addition to the foregoing, the Company reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.
Coupons and Deal Items
The Company occasionally offers coupon to select affiliates and to our newsletter subscribers. If the Affiliate is not pre-approved / assigned a branded coupon, then the Affiliate is not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:
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Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
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Affiliates may not bid on the Company Coupons, the Company Discounts or other phrases implying coupons are available.
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Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
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User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
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Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.
Liability/Release. Influencer/Affiliate shall indemnify, defend and hold harmless Company, and its subsidiaries and affiliates, and their officers, directors, shareholders, employees, representatives and agents, against any and all settlements, claims, demands, causes of action, judgments, damages, losses, costs and expenses of any kind whatsoever actually or allegedly suffered by any person, persons, product, customers or property arising out of: (i) breach of this Agreement by Influencer/Affiliate; (ii) claims for infringement concerning use of photos, content posted, videos or other media; (iii) any failure of Influencer/Affiliate or any person, firm, or entity acting under or through Influencer/Affiliate, to comply with any applicable laws or the Privacy Policies of Instagram, YouTube, Facebook, TikTok, and Twitter or other sites containing Company’s intellectual property; (iv) any claim based on the alteration, insertion, manipulation or other misappropriation of Company’s intellectual property/copyrights, or trademarks by Influencer/Affiliate; or (v) any act or omission by Influencer/Affiliate that causes harm to a Company’s client, customer, or third party.
For the purpose of this section (16) Influencer/Affiliate shall also be known as the Releasing Party. Influencer/Affiliate agrees to the maximum extent permitted by law, on behalf of Influencer/Affiliate their heirs, next of kin, spouses, guardians, employees, agents, contractors, representatives, executors, administrators, successors, licensees and assigns (collectively, the “Releasing Party”), Influencer/Affiliate hereby irrevocably and unconditionally releases and forever discharges each of the Released Parties (as defined below) from any and all claims, actions, complaints, damages, demands, allegations, suits, liabilities, losses, liens, costs, expenses, injuries and causes of action, of any kind whatsoever, (collectively, “claims”) (including, without limitation, attorneys’ fees and costs and expert witness fees) directly or indirectly caused by, arising out of, resulting from, or relating to, in any way, Influencer/Affiliate’s Agreement with Company, the performing Services for Company, or any participation with Company for any purpose, on any legal or equitable theory whatsoever including, without limitation, negligence, rights of privacy and publicity, defamation, false light, infliction of emotional distress, copyright and other intellectual property infringement) (collectively, the “released claims”). To the maximum extent permitted by law, Influencer/Affiliate shall not sue, institute any other proceedings, or make any claim, against any of the Released Parties or anyone else for any cause of action based on the released claims. As used herein, the term “Released Parties” shall mean and refer to Bradley Martyn, Company their subsidiaries, affiliates, related and affiliated entities, licensees, successors, assigns, sponsors and advertisers of each of the foregoing, all of the respective directors, officers, employees, principals, executives, on-air talent, agents, contractors, partners, shareholders, representatives and members of each of the foregoing, and the respective heirs, next of kin, spouses, guardians, representatives, executors, administrators, successors, licensees and assigns of each of the foregoing.
Influencer/Affiliate understands that there is a possibility that, after the execution of this Agreement, the Releasing Party may discover facts or incur or suffer Claims that were unknown to or unsuspected by the Releasing Party at the time Influencer/Affiliate executed this Agreement, and which, if known to or suspected by the Releasing Party prior to such execution, may have materially affected Influencer/Affiliate’s decision to do so. Irrespective of the foregoing, on behalf of the Releasing Party, Influencer/Affiliate has assumed any risk of such unknown and unsuspected facts and Claims. Influencer/Affiliate is aware of the existence of section 1542 of the California Civil Code, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Notwithstanding this provision and any other applicable law of any jurisdiction limiting or preventing Influencer/Affiliate from releasing unknown or unsuspected claims, the releases contained herein shall constitute a full, final and complete release and discharge of the released claims that the releasing parties have or may have, at any time, against any of the Released Parties, irrespective of whether they are known to or suspected by the Releasing Party. To the maximum extent permitted by law, on behalf of the Releasing Party, Influencer/Affiliate waives the benefit of section 1542 of the California civil code and all such other applicable laws. Influencer/Affiliate understands the foregoing waiver and its significance and consequences, including, without limitation, its significance and consequences for the releases Influencer/Affiliate has made herein
Independent Contractor. Influencer/Affiliate is not an employee of Company. Influencer/Affiliate is an independent contractor and engages in the operation of his own independent business and provides similar services to other persons and entities, and neither Company nor Influencer/Affiliate shall be considered to be the agent, joint venturer, or partner of the other for any purpose. Neither party has authorization to enter into any contracts, assume any obligations or make any warranties or representations on behalf of the other party. Nothing in this Agreement shall be construed to establish a relationship of agent, servant, employee, partnership, association or joint venture between the parties. Influencer/Affiliate will report to all applicable government agencies as income all compensation received by Influencer/Affiliate pursuant to this Agreement. Influencer/Affiliate is free from control and direction of the Company in connection with the performance of the work and may perform and tasks when and how they see fit. Influencer/Affiliate is performing work that is outside the usual course of the Company’s business. Influencer/Affiliate is customarily engaged in an independently established trade, occupation or business of the same nature as the work performed herein. Influencer/Affiliate has not set hours nor need be present at Company’s physical locations. Influencer/ Affiliate will be solely responsible for the payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency. Influencer/Affiliate will not be entitled to any benefits paid or made available by Company to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by Company pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. Influencer/Affiliate will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by Influencer/Affiliate pursuant to this Agreement.
Choice of Law. This Agreement shall be construed and enforced pursuant to the laws and decisions of the state of California.
Rules of Construction. The language in all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either Company or Influencer. Section headings in this Agreement are for convenience only and are not to be construed as a part of this Agreement or in any way limiting or amplifying the provisions hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identifications of the persons, firm or firms, corporation or corporations may require.
Complete Agreement. This Agreement contains the final, complete and exclusive Agreement between the parties hereto. Any prior agreements, promises, negotiations or representations relating to the subject matter of this Agreement not expressly set forth herein is of no force or effect. This Agreement is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein.
Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or application and, to this end, the provisions of this Agreement are declared to be severable.
Assignment. This Agreement is not assignable, in whole or in part, by either Party without the prior written consent of the other, and any attempt to make such assignment shall be void.
Modification. No modification, amendment, supplement to or waiver of this Agreement shall be binding upon the parties unless made in writing and duly signed by both parties.
Surviving Section. All obligations under this Agreement by their nature or by their terms which are continuing in nature shall survive the termination or conclusion of this Agreement.
Non-Disparagement. Influencer/Affiliate understands and agrees that any disparagement clause and section herein is intended to survive the termination or conclusion of this Agreement. During the term of this Agreement and after the Agreement ends regardless of how, when or why such it ends, Influencer/Affiliate agrees and covenants that he shall not make, publish or communicate, either directly or by or through another person, any oral or written negative, harmful, damaging, undesirable, disparaging, or adverse statements or representations of or concerning Rawgear, Bradley Martyn, or Rawgear employees subsidiaries or affiliates, any of their clients or businesses or any of their current or former officers, directors, employees or shareholders. Influencer/Affiliate further agrees they will not take any action, which could reasonably be expected to adversely affect Rawgear, Bradley Martyn, or Rawgear employees subsidiaries or affiliates’ professional reputation. This Section does not, in any way, restrict or impede Influencer/Affiliate from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. Influencer/Affiliate shall promptly provide written notice of any such order to the President of Rawgear.
Waiver. A failure of either party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
Return of Company Property. In the event the Agreement is terminated or expires, no matter the manner or method in which it is ends, Influencer/Affiliate agrees within 7 days of termination or expiration to return to Company all documents, samples of clothing, passwords, thumb drives, exemplars, tech packs, tangible items, and other property belonging to the Company that Influencer/Affiliate has in their possession or control. The documents and property to be returned include, but are not limited to, all files, correspondence, email, memoranda, notes, notebooks, records, plans, designs, reports, studies, analyses, sketches research and development information, marketing information, operational and personnel information, databases, computer-recorded information, tangible property and equipment, and any materials of any kind which contain or embody any proprietary or confidential information of Company (and all reproductions thereof in whole or in part). Influencer/Affiliate agrees to make a diligent search to locate any such documents, property and information.
Warranties
1 No Pre-existing Obligations. Influencer/Affiliate represents and warrants that Influencer/Affiliate has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder Influencer/Affiliate performance of its obligations under this Agreement.
2 Competency. Influencer/Affiliate represents and warrants that they have read and understands this Agreement in its entirety; they have entered into this Agreement knowingly and voluntarily, without any duress or coercion; they have been advised (or freely chosen not to be advised) by an attorney with respect to this Agreement before signing it.
3 Performance Standard. Influencer/Affiliate represents and warrants that Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge and skills to perform Services along with the commiserate number of hours and time necessary to fulfill their obligations.
4 Non-infringement. Influencer/Affiliate represents and warrants that Influencer/Affiliate Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, developed or supplied by Company or by a third party on behalf of Company.
5 No 3rd Party Warranties. Influencer/Affiliate shall not make any warranties, express or implied with respect to Company products.
6 Good Faith. Influencer/Affiliate warrants that she will present Company’s brand in a truthful and sincere manner and will not engage in any activity or action that may damage Company’s reputation or the reputation of its Products.
7 Applicable Laws. Influencer/Affiliate warrants that she has complied and will comply with all applicable laws, rules and regulations in rendering the Services to be performed under this Agreement, including without limitation, any Company’s policies (such as the privacy policy and trademark usage policy).
8 Moral Turpitude. Influencer/Affiliate warrants she will conduct herself in a way that does not damage, injure, jeopardize or otherwise have a prejudicial or negative effective on Influencer/Affiliate or Company’s reputation, Influencer/Affiliate or Company’s goodwill or the value of the endorsement of Company if made public, and Influencer/Affiliate will not engage in any conduct which might degrade Influencer/Affiliate or Company, devalue Company or the Services of Influencer/Affiliate (including, without limitation, being arrested, charged with any crime or negotiating with a competitor), subject Influencer/Affiliate or Company to public hatred, contempt, scorn, or ridicule, or shock, insult, or offend the community, public morals or dependency.
Authorization. The undersigned individuals represent that they are fully authorized to execute this Agreement on behalf of the named parties.