1. Influencer Appointment
VAHAA would like the Influencer’s assistance in promoting/offering/selling VAHAA’s products
via the Influencer’s social media accounts. VAHAA hereby appoints the Influencer as its
representative on a non-exclusive, non-employee basis to endorse and promote its services to
the target audience.
2. Term
This Agreement shall have an initial term of one year and shall automatically renew for
additional one-year terms thereafter unless either party provides thirty days prior written
notice of its intention of nonrenewal.
3. Influencer Deliverables
The services shall conform to the specifications and instructions of VAHAA, abide by the rules of
the relevant social media platforms, and are subject to VAHAA’s acceptance and approval. The
Influencer must submit the content to VAHAA for review prior to publishing it on their social
platforms. VAHAA will notify the Influencer if content revisions are needed. The Influencer must
complete the suggested revisions and resubmit the updated deliverable to VAHAA for review
prior to publishing it and acknowledge that VAHAA will be the owner of those deliverables and
has right to use as promotional materials.
4. 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 VAHAA under this agreement or applicable law. In
the event that the Influencer has breached this agreement, VAHAA may (i) immediately suspend,
limit or terminate the Influencer’s access to any VAHAA 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.
5. Collateral Details
VAHAA will provide the necessary products, content, and briefing materials to enable the
Influencer to perform agreed upon marketing services.
When the Influencer is consigned VAHAA products to create promotional materials, it is the
responsibility of the Influencer to treat the products with care and return them to VAHAA
according to VAHAA’s instructions. This does not apply when VAHAA gifts the products to the
Influencer, or when the products represent VAHAA’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.
6. Items to Avoid in Influencer Posts
The Influencer agrees to avoid mentioning competitors of VAHAA. The Influencer also agrees to
abide by all branding guidelines set by VAHAA. (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).
7. Approval and Content Origination
The Influencer understands that all promotions and products they promote as part of this
agreement are controlled by VAHAA. The Influencer assumes all responsibility for verifying that
the campaign materials published meet VAHAA’s approval.
8. Confidentiality and Exclusivity
During the course of the Influencer's performance of services for VAHAA, the Influencer will
receive, have access to, and create documents, records and information of a confidential and
proprietary nature to VAHAA and customers of VAHAA. The Influencer acknowledges and agrees
that such information is an asset of VAHAA or its clients, is not generally known to the trade, is
of a confidential nature and, to preserve the goodwill of VAHAA and its customers, must be kept
strictly confidential and used only in the performance of the Influencer's duties under this
Agreement. The 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 VAHAA or as otherwise directed by VAHAA in
the course of the Influencer's performance of services under this Agreement, and thereafter only
with the written permission of VAHAA. Upon termination of this Agreement or upon the request
of VAHAA, the Influencer will return to VAHAA all of the confidential information, and all copies
or reproductions thereof, which are in Influencer's possession or control. The Influencer agrees
that during the tenure of this contract, and for a three-month term afterward, the Influencer will
not undertake influencer marketing for a competitor in the same vertical as VAHAA.
9. Influencer Compensation
In full consideration of the Influencer’s performance, his / her obligations, and the rights granted
herein, the Influencer will be paid the commission amount decided by VAHAA unilaterally and
VAHAA reserves the right of amendment on the same at any time during the term of this
Agreement. This includes any agreed bonus incentives should the Influencer meet the agreed
targets. Where VAHAA and the Influencer agree to an in-kind collaboration, the Influencer will
receive the agreed-upon product from VAHAA as compensation. The Influencer will otherwise
perform the services at his/her own expense and use his/her resources and equipment.
The Influencer acknowledges that the agreed-upon compensation represents the Influencer’s
entire compensation for this agreement, and VAHAA 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.
The Influencer may be paid in any of the below methods, upon VAHAA’s unilateral decision:
Calculating the commission by deducting the VAT of the order.
Calculating the commission by deducting the shipping cost of the order.
Calculating the commission by deducting the discount applied to the order.
Calculating the commission by deducting hidden costs and taxes.
VAHAA shall unilaterally decide the payment method that will be applied among the above and
may unilaterally amend the payment method at any time during the term of this Agreement,
provided a prior written notification sent to the Influencer.
10. Influencer Payment Terms
When applicable, payments will be made by money order to the Bank address specified by the
Influencer. VAHAA will issue payments within 30 days of the invoice date. If the Influencer is not
able to issue an invoice to VAHAA, VAHAA will make the payments after deducting the
applicable VAT amount from the influencer’s payment.
11. Affiliate Marketing and Commissions
The Influencer will have the option to engage in affiliate marketing activities to promote VAHAA
products and earn commissions. Commissions will be paid once a month. For an Influencer
and/or Affiliate to receive a commission, the order transaction must have been successfully
completed. Transactions that result in chargebacks or refunds will not be paid out.
The Influencer and/or Affiliate’s may use graphic and text links both on their website and within
their email messages. The Influencer and/or Affiliate may also advertise VAHAA products in
online and offline classified ads, magazines, and newspapers.
The Influencer and/or Affiliate may use the graphics and text provided by VAHAA or may create
their own as long as they are deemed appropriate according to the conditions outlined in
Condition 14.
12. Material disclosures and compliance with Applicable Laws and/or Guidelines
When publishing posts/statuses about VAHAA’s products or services, the Influencer and/or
Affiliate must clearly disclose his/her “material connection” with VAHAA, 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. The above disclosure should be clear and
prominent and made in close proximity to any statements that the Influencer makes about
VAHAA or VAHAA’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, #ads. 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 VAHAA or VAHAA’s
products which the Influencer and/or Affiliate’s knows for certain are true and can be verified.
13. 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.
14. 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, 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 laws and/or guidelines and regulations, or any applicable
state laws.
- Violation of intellectual property rights. VAHAA reserves the right to require a license
agreements from those who employ trademarks of VAHAA to protect our
intellectual property rights.
- Offering rebates, coupons, or another form of promised kickbacks from the affiliate
commission as an incentive. Adding bonuses or bundling other products with VAHAA,
however, is acceptable.
- Self-referrals, fraudulent transactions, suspected Affiliate fraud.
In addition to the foregoing, VAHAA reserves the right to terminate any Affiliate account at any
time, for any violations of this Agreement or no reason.
15. Coupon and Deal Sites
VAHAA occasionally offers coupons 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 to any affiliate who is considering the
promotion of our products concerning a deal or coupon:
Affiliates may not use misleading text on affiliate links, buttons, or images to imply that anything
besides currently authorized deals to the specific affiliate.
Affiliates may not bid on VAHAA Coupons, VAHAA Discounts, or other phrases implying coupons
are available.
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 specific savings by clicking on a marked link, button, or image for that
particular coupon or deal. Your link must send the visitor to the merchant site.
Users 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).
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.
16. Liability
VAHAA will not be liable for indirect or accidental damages (loss of revenue, commissions) due
to affiliate tracking failures, loss of database files, or any results of intents of harm to the
Program and/or to our website(s).
VAHAA does not make any expressed or implied warranties with respect to the affiliate program
and/or the products sold by VAHAA. We make no claim that the operation of the affiliate
program and/or our website(s) will be error-free and we will not be liable for any interruptions
or errors.
17. Independent Contractor
The Influencer and/or Affiliate is retained as an independent contractor of VAHAA. The
Influencer and/or Affiliate acknowledges and agrees that (i) the Influencer and/or Affiliate is
solely responsible for the manner and form by which the Influencer and/or Affiliate performs
under this Agreement, and (ii) the Influencer and/or Affiliate is a self-employed individual, who
performs services similar to the services outlined in this agreement for various entities and
individuals other than VAHAA. The Influencer and/or Affiliate is responsible for the withholding
and payment of all taxes and other assessments arising out of the Influencer and/or Affiliate’s
performance of services, and neither the Influencer and/or Affiliate nor any of the Influencer
and/or Affiliate’s employees or independent clients shall be entitled to participate in any
employee benefit plans of VAHAA.
