STANDARD TERMS
1. Social Media Posts. During the Term, Influencer agrees to publish the number of social media audio, audio visual, video posts ("Posts") on the specific social media platforms identified in Basic Terms. The Posts will conform to the specifications and instructions outlined in Basic Terms. Company will provide Influencer with the necessary briefing materials and any physical devices, if applicable, so Influencer can create Posts that achieve the goals of the Company’s marketing campaign (the “Campaign” and materials be called as "Campaign Materials"). All Posts will meet the following requirements:
(a) Influencer’s Posts must comply with the applicable laws, rules, regulations including any applicable local influencer marketing guidelines issued by regulatory bodies. Influencer must clearly and conspicuously disclose Influencer’s “material connection" with Company, making it clear that Influenceris a paid influencer and have received free products. Influencer must place the disclosure in plain sight in close proximity to any audio or visual communications that Influencer make about Company, Company’s brands, and Company’s products/services. Influencer may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. Company require this disclosure regardless of any space limitations of the platform (like Twitter), where Influencer can use hashtags for the disclosure (like #ad or #sponsored).
(b) Influencer’s Posts should only make factual statements about Company’s products/services which Influencer know for certain are true and can be proven or verified. In the Campaign Materials, Company will provide Influencer with a list of verified factual statements that Influencer may use in Influencer’s Posts.
(c) Although Company want Influencer’s Posts to be authentic and based on Influencer’s own opinions, beliefs, and experiences, Influencer’s Posts should rely on the Campaign Materials to accurately use Company’s trademarks, describe the Campaign, and describe Company’s products/services.
(d) Influencer’s Posts will be original and created solely by Influencer.
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(e) Influencer’s Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
(f) Influencer’s Posts will not include any person, or personal information about anyone, other than Influencer unless Influencer receive Company’s prior written approval and have the persons at issue sign a release provided by Company.
(g) Influencer’s Posts will comply with the rules of the applicable social media platforms.
3. Monitoring Posts. Influencer understand that Company will be monitoring Influencer’s Posts for compliance with this Agreement. Company have the right to address non-compliant Posts by taking any of the following actions alone or in combination:
(a) Requiring Influencer to fix the Post.
(b) Fixing the Post itself or through one of Company’s agencies.
(c) Withholding payment of the Fee.
(d) Terminating the Agreement for a material breach.
4. In the event Influencer is also a member of Company’s affiliate program that Company may run from time to time, Influencer represent, warrant, and covenant that Influencer will:
a) Link to Company’s Services. Influencer will implement the links, banners, and other means of linking Influencer’s Social Media Platforms to Company’s website (collectively, “Referral Links”) as set out in Basic Terms. When Company’s customers click through the Referral Links to purchase an item on the Ultrahuman website, Influencer will receive commissions for qualifying sales. Unless expressly permitted by Company, Influencer shall not distribute the Referral Links to third parties to be posted on websites that Influencer do not own/operate/handle.
b) Maintain Influence’s Social Media pages: The maintenance and the updating of Influencer’s Social Media pages will be Influencer’s responsibility. Ultrahuman will notify Influencer via email of any changes to the Company materials or Referral Links. Influencer shall update the Company materials or Referral Links on Influencer’s Social Media page to maintain consistency and accuracy between Company’s Services and the referral specifications.
c) Influencer shall use all Influencer’s reasonable commercial efforts to market and promote the Company website and the products and services available for sale on it so as to generate the maximum number of purchases of any products or services offered for sale on the Company website by a user who has clicked through directly to the Company website from the Refreral Link where that purchase is completed during a single browser session.
d) Affiliate shall comply with the trademark usage guidelines as may be provided by the Company from time to time.
e) The Affiliate shall submit to the Company for prior approval any proposed use of any Company trade mark, domain name, logo, and other elements of branding that the Affiliate may wish to make. The Company shall review the proposed use within a reasonable time (being ordinarily not longer than seven days) and shall not unreasonably refuse or delay approval.
f) The Affiliate shall provide the Company with:
i.all co-operation in relation to the affiliate program; and
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ii.all access to such information as may be required by the Company,
iii.as is necessary for the proper performance of the Company's obligations under the affiliate program. g) Influencer is not allowed to post any refunds, credits or discounts on the Company’s products and services, or other content concerning Company without Company's prior written consent in each instance. h) Influencer may only use coupons and discounts that are provided exclusively by the Company. i) As a user of the Company’s products and services, Influencer agrees to abide with the Company’s Terms of Use, Privacy Policy, and any other terms and conditions as available on Company’s official website and agrees that these shall also govern the relationship in addition to this Agreement.
5. Affiliate Responsibilities
In the event the Influencer is also member of Company’s affiliate Program, Influencer specifically understand and agree that:
a) Influencer will not promote Ultrahuman through paid advertising or media buying that leads directly to the Ultrahuman website (found at www.ultrahuman.com). Influencer will not bid on Ultrahuman-branded keywords as an affiliate. This applies to all advertising platforms and to all affiliates unless direct approval from Ultrahuman is granted.
b) Influencer will be responsible for Influencer’s Social Media content: Influencer may not promote Companies products and services on a public page that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by Company.
c) Influencer may not use marketing practices that attract fake customers. Company, in its sole discretion, will make the determination whether someone is a fake customer.
d) Influencer posts will comply with all applicable laws, regulations, guidelines including ASCI guidelines. e) Influencer posts will be original and shall not violate any third-party intellectual property rights.
6. Affiliate Commissions
Wherever applicable, as per terms and conditions set forth on ShareASale.
7. Grant of Rights. Influencer hereby grant to Company and Company’s affiliates, and each of Company’s respective direct and indirect licensees, successors, and assigns, an exclusive perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and licence to use and/or share the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any
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purposes whatsoever. For purposes of clarity and without limiting the foregoing, Influencer agree that this licence gives Company the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part. Influencer waive the right to inspect or approve any use or sharing of Posts as contemplated in this Agreement.
8. Use of Influencer’s Name, Likeness, and Information. Influencer hereby grant to Company and Company’s affiliates, and each of Company’s respective direct and indirect successors, licensees, and assigns, the right to use Influencer’s name, image, likeness, and biographical, professional, and other identifying information (including information Influencer provide to Company and any other information about Influencer that is publicly available)/provided by Influencer from time to time (collectively, "Likeness") in connection with the Campaign, the Posts, and any derivative works Company make from the Posts, including to advertise and promote the same or any product/service that features or includes at least one of the Posts or a derivative work of a Post, in whole or in part. Influencer waive the right to inspect or approve any use of Influencer’s Likeness as contemplated in this Agreement.
9. Payment. ShareASale will pay Influencer such amounts as provided under Basic Terms.
10. Confidentiality. Influencer understand that Influencer may be exposed to information about Company's products/services, advertising campaign, and marketing/brand strategies, and ideas that may not have been disclosed to the public (collectively, the "Confidential Information"). Influencer agree to maintain the confidentiality of all Confidential Information disclosed to Influencer (or which otherwise becomes available to you) in connection with the Campaign and will hold all Confidential Information in strict confidence. Influencer further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination of this Agreement and continue for 2 (two) years.
11. Representations and Warranties. By providing the Posts to Company, Influencer represent and warrant that the Posts:
(a) are Influencer’s sole and original creation;
(b) have not been, and prior to Company’s publication of them will not be, published or otherwise made publicly available, in whole or in part;
(c) are not libel or otherwise defamatory; and
(d) do not, and Company’s use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of personality, publicity or privacy.
12. Indemnification. Influencer agree to indemnify, defend, and hold harmless Company and Company’s affiliates, and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including legal fees and disbursements, arising from or relating to any breach by Influencer of Influencer’s representations, warranties, or other obligations hereunder.
13. Termination.
(a) Influencer may terminate this Agreement if Company commit a breach of this Agreement and fail to cure the breach with 15 (fifteen) days of receiving notice of the breach from you.
(b) Company may terminate this Agreement if Influencer commit a breach of this Agreement and fail to cure the breach with 15 (fifteen) days of receiving notice of the breach from Company. To avoid any doubt, failure of a Post to comply with the requirements of Basic Terms is a breach.
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(c) Company may terminate this Agreement immediately on written notice to Influencer if Influencer:
(i) commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or legally prohibited activities;
(ii) commit any act or become involved in any situation or occurrence which brings Influencer into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavourably upon Company or reduces the commercial value of Company’s association with Influencer.
(d) If no deliverables are delivered to the satisfaction of the Company, the Influencer shall forthwith return all monies paid to him/her as advance under this Agreement. If deliverables are partially delivered, only pro-rated amounts shall be paid for the deliverables delivered to the satisfaction of the Company.
14. Relationship of the Parties. Influencer understand that Influencer are an independent contractor of Company, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between Influencer and Company for any purpose. Influencer have no authority to bind Company and will not make any agreements or representations on Company’s behalf without Company’s prior written consent.
15. Miscellaneous.
(a) Assignment. This Agreement is personal to Influencer. Influencer will not assign or otherwise transfer any of Influencer’s rights, or delegate, subcontract, or otherwise transfer any of Influencer’s obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. Ultrahuman may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement.
(b) Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
(c) Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the India.
(d) Jurisdiction. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, shall be instituted in the courts of Bengaluru, India, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation or proceeding.
(e) Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(f) Entire Agreement. This agreement contains the entire agreement between the Influencer and Company and supersedes any oral or written statements made by or to Influencer in connection with the Campaign, the Posts, and any other Deliverables.
(g) Amendments and Modifications. This agreement may not be modified except by a written agreement that is signed by an authorized representative of Company.
