This Agreement, executed on the date of registration is entered into by and between YOUR PURU, with an address of 69 Seefeldstrasse, Zurich 8008 (hereinafter referred to as the “PURU”) and Influencer with an address provide on registration (hereinafter, the “Influencer”). PURU and Influencer may be referred to collectively as the “Parties.” By Virtue of the Influencer Registration the Parties agree as follows:
- ENGAGEMENT. PURU hereby engages Influencer from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through Influencer’s social media outlets. The nature of the brand content to be promoted and the specific details and requirements of the promotion is discussed with representatives of the PURU in a Scope of Work email. During the Term, Influencer agrees to be engaged for the purpose of promoting the brand content and to be bound by the brand guidelines as provided by a PURU representative (“Guidelines”). PURU hereby appoints 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 campaign and shall automatically renew for additional campaigns thereafter unless either party no longer provides its intention to continue.
- a. PERFORMANCE. Parties agree that the Content will be disseminated on Influencer’s Outlets on the Dates as agreed. This dissemination on the specified date(s) will constitute the date(s) of performance and upon performance of the promotion of the Content and fulfilment of the terms, and upon payment of compensation by PURU as outlined below, this Agreement shall terminate and Influencer’s rights to use the brand name in any particular Campaign as agreed and described within this Agreement shall terminate as well.
- DELIVERABLES. Influencer will deliver the agreed number of posts on the agreed platforms on behalf of PURU as outlined in the Scope of Work email. The Services shall conform to the specifications and instructions of PURU as outlined in Brand Guidelines, abide by the rules of the relevant social media platforms, and are subject to PURU’s acceptance and approval. PURU has a maximum of 5 days to reject any deliverable in accordance with this Section and must notify Influencer within 5 days of receipt of work that additional revisions and/or amendments will be requested.
- OWNERSHIP. Influencer acknowledges and agrees that PURU for the purpose of performing the Services under this Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, worldwide and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Influencer for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to PURU’s brand partners (the “Brand Affiliates”) . Notwithstanding the foregoing, Influencer may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of thirty (90) days from post date.
- USAGE. PURU shall cause Influencer to grant to PURU and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature Content generated by Influencer as part of any Campaign (including influencer’s name and likeness) on PURU’s and Brand Affiliates owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine, Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.
- LICENSE. PURU grants to Influencer a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Scope of Work email. Influencer grants to PURU a perpetual license to use Influencer’s name and likeness in all media including PURU website and the brand website and on social media sites and in all formats of print and digital media advertising.
- CANCELLATION. Either party may terminate this agreement upon fourteen (14) days prior 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 PURU under this agreement or applicable law, In addition, in the event that Influencer has breached this agreement, PURU may (i) immediately suspend, limit or terminate Influencer’s access to any PURU account and/ or (ii) instruct Influencer to cease all promotional activities or make clarifying statements, and 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.
- CONFIDENTIALITY AND EXCLUSIVITY. During the course of Influencer’s performance of services for PURU, Influencer will receive, have access to and create documents, records and information of a confidential and proprietary nature to PURU and customers of PURU. Influencer acknowledges and agrees that such information is an asset of PURU or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of PURU and its clients must be kept strictly confidential and used only in the performance of Influencer’s duties under this Agreement. Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of PURU or as otherwise directed by PURU in the course of Influencer’s performance of services under this Agreement, and thereafter only with the written permission of PURU. Upon termination of this Agreement or upon the request of PURU, Influencer will return to PURU all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s possession or control. Influencer agrees that during the tenure of this contract, and for a three-month term afterward, Influencer will not undertake influencer marketing for a competitor in the same vertical as PURU.
- COMPENSATION. In full consideration of Influencer’s performance, his / her obligations and the rights granted herein, Influencer shall be paid the amount agreed upon in the Scope of Work email. This includes any agreed bonus incentives should Influencer meet the agreed targets. Influencer will otherwise perform the services at his/her own expense and use his/her own resources and equipment. Influencer acknowledges that the agreed upon compensation represents Influencer’s entire compensation with respect to this agreement and PURU shall have no other obligation for any other compensation to or expenses or costs incurred by Influencer in connection with the performance of its obligations under this agreement. If Influencer has obtained employees or agents (the “Influencer Personnel”), Influencer shall be solely responsible for all costs associated with Influencer Personnel. Compensation of any kind shall be due upon termination of the Agreement or thereafter.
- PAYMENT TERMS. Payment can be made by PayPal or bank transfer. Payments will be due seven days after the agreed invoice date.
- MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES. When publishing posts/statuses about PURU’s products or services, Influencer must clearly disclose his/her “material connection” with PURU, including the fact that Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that Influencer makes about PURU or PURU’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. Influencer’s statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Influencer should only make factual statements about PURU or PURU’s products which Influencer knows for certain are true and can be verified.
- FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.
- INDEPENDENT CONTRACTOR. Influencer is retained as an independent contractor of PURU. Influencer acknowledges and agrees that (i) Influencer is solely responsible for the manner and form by which Influencer performs under this Agreement, and (ii) Influencer is a self-employed individual, who performs services similar to the services outlined in Scope of Work email for various entities and individuals other than PURU. Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of Influencer’s performance of services, and neither Influencer nor any of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of PURU.
- REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party.
- GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
PURU reserves the right to amend this agreement at any time and is sole responsibility of Influencer to check periodically for updates before agreeing each Scope of Work proposal. This Agreement is made in Switzerland and shall be construed and interpreted in accordance with the laws of Switzerland, applicable to contracts made and to be performed entirely therein. This document is a complete and exclusive statement of the terms of this agreement.. Any dispute between the Parties will take place in Switzerland under the laws of Switzerland.
BY opening this page and confirming the terms and conditions the Influencer acknowledges this agreement in full.