1. Definitions
For the purposes of this agreement, the following terms shall have the following meanings:
Agreed material refers to material provided by Mothers Earth and the Ambassador that has been agreed upon by both parties for publication on the Ambassador's social media accounts.
Working day refers to a day that is not a Saturday, Sunday or a public holiday in England, on which banks in London are open.
Campaign plan refers to the schedule with the number of publications within a specific period as per clause 5.
Confidential Information refers to information or materials relating to this Agreement, Mothers Earth, the Ambassador, or their respective products, services, and business practices that are not generally known to the public.
Mothers Earth Material refers to promotional materials, texts and content that Mothers Earth provides to the Ambassador in connection with certain Mothers Earth products.
Instagram posts refer to posting the agreed material and the associated description, including links and hashtags, on the ambassador's Instagram account.
Instagram Stories refers to an Instagram story with three frames, including a swipe-up element. Every story must contain one video frame and one swipe-up. For example:
(i) A video showing and explaining the product and mentioning the discount code.
(ii) A flat lay photo (or boomerang) and a picture of the product in hand.
(iii) A swipe-up link: Tag @MothersEarth and the discount code.
Instagram IGTV involves integrating a promotional message to introduce the Mothers Earth product into an Instagram video via IGTV with a minimum duration of 2 minutes. The products to be promoted and instructions will be communicated to the ambassador before the video is created.
Intellectual property rights means all intellectual property rights including patents, registered trademarks, designs, copyrights (including software), database rights, applications for the aforementioned rights, unregistered trademarks, know-how, unfair competition rights, moral rights, etc., both in the United Kingdom and worldwide, including all renewals.
Publications refers to the posting of Instagram posts, Instagram Stories, YouTube videos and any other agreed platform via the Ambassador's social media accounts.
Ambassador material refers to all material created by the Ambassador to fulfill the Ambassador services, which contains or integrates Mothers Earth products.
Ambassador services refers to the services described in clause 2.
Ambassador social media accounts refers to the Ambassador's Instagram account as well as any other agreed social networks operated by the Ambassador or his representatives.
Duration refers to the agreed duration of the campaign plan.
2. Ambassador Services
2.1 In return for the remuneration, the Ambassador undertakes to publish the agreed material on his social media accounts in accordance with the campaign plan.
2.2 Both parties acknowledge that the provision of the Ambassador services consists solely of the publication of the agreed material.
2.3 If material is published without mutual agreement, this will not be considered a provision of the Ambassador services.
2.4 The Ambassador must submit all content to Mothers Earth for approval prior to publication, at least 24 hours before the planned publication date.
2.5 Upon receipt, Mothers Earth checks the content and adds all relevant texts, links, etc., in order to then submit it to the Ambassador for final approval.
2.6 Mothers Earth makes the final decision regarding the agreed-upon material but undertakes not to jeopardize the Ambassador's reputation. Mothers Earth is entitled to one round of editorial revisions.
2.7 The Ambassador is responsible for timely publication according to the campaign plan.
2.8 The Ambassador undertakes to follow the briefings provided by Mothers Earth.
2.9 Insights from Instagram Stories must be submitted to Mothers Earth within 24 hours.
2.10 During the campaign period and for 3 weeks afterwards, the ambassador may not promote any other products such as hair vitamins/masks/growth or extension products on his social media channels.
2.11 Both parties undertake to maintain confidentiality regarding confidential information, including the contents of this agreement.
3. Campaign plan
3.1 The campaign starts on May 4, 2020 and lasts at least 1 month.
3.2 It continues monthly until the Ambassador declares his withdrawal in writing.
3.3 The campaign includes the following content:
1x Instagram photo post; OR
1x Instagram video post.
3.4 Mothers Earth provides at least 72 hours' notice before planned releases.
3.5 Withdrawal is possible after 1 month, with written notice of termination at least 15 days before the start of the next campaign.
4. Non-defamation
Both parties agree not to take any actions during the term of the agreement and any grace period that could damage or negatively affect the reputation of the other party, its company or employees.
5. Ownership
5.1 All intellectual property rights relating to the Mothers Earth Materials, Ambassador Materials and Agreed Materials belong to Mothers Earth.
5.2 Mothers Earth may use the agreed material in its own advertising content for 12 months (e.g. reposts on other channels).
5.3 The material must not be falsified, taken out of context or used in a way that damages reputation.
5.4 The Ambassador receives a royalty-free license to use the agreed material solely for the provision of the Ambassador services.
6. Termination
6.1 Either party may terminate this agreement with 7 working days' notice if:
6.1.1 a party takes actions that damage or could damage the reputation of Mothers Earth or the Ambassador;
6.1.2 a party repeatedly or seriously violates the provisions of this agreement.
6.2 Already published contributions will be compensated. Unpublished content is not subject to payment.
7. Applicable Law
This agreement and any disputes arising out of or relating to it are governed by English law. The courts of England shall have exclusive jurisdiction over any disputes arising out of or in connection with this agreement.
