Lemyn Organics
Program Terms
LEMYN ORGANICS
INFLUENCER AGREEMENT
This Influencer Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date when this Agreement is provided to Influencer (as such term is hereinafter defined) (the “Effective Date”), provided Influencer elects thereafter to participate or continue its participation in the Program (as such term is hereinafter defined), by and between Lemyn, LLC, a California limited liability company (“Lemyn”), with an address of 511 S. Harbor Blvd., La Habra, California, United States and the influencer identified below (“Influencer”, and collectively with Lemyn, the “Parties”). In consideration of the mutual promises contained herein, the Parties agree as follows:
1. Services.
a. Influencer shall provide to Lemyn on the terms and subject to the conditions of this Agreement, services (the “Services”) in connection with Lemyn's Influencer Program (the “Program”). As part of the Services, Influencer will generate and post content (including, without limitation, text, videographic content, tags and images) regarding Lemyn brand and Lemyn products (collectively the “Content”) on Influencer’s dedicated Lemyn Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Instagram reels, TikTok, Twitter, Facebook, blog and/or potentially YouTube and Pinterest (collectively, the “Social Channels”) in an effort to generate sales.
b. Influencer shall:
i. Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
ii. Comply with all applicable laws and regulations.
iii. Determine, in his/her discretion, the time, place, manner, means, methods and independent/ personal resources by which the Services are performed and achieved.
iv. Provide and utilize his/her own devices, equipment, tools and other resources in performing the Services but Lemyn will provide to Influencer certain informational materials to facilitate the sharing of Influencer's created content to his/her Influencer Page and/or Social Channels (any such materials are collectively referred to collectively as the “Lemyn Materials”).
v. (i) create and edit Content and (ii) either email to Lemyn such Content to upload to the Influencer Page or post such Content on the Social Channels. All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page subject to prior review by Lemyn.
c. Lemyn has the right to remove any Content from the Influencer Page.
2. Restrictions.
a. Influencer shall not:
i. Make any derogatory statements about Lemyn and/or Lemyn products
ii. Link to any third-party websites (other than Social Channels on which Content is posted) on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites
iii. Resell or distribute any Lemyn products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
iv. Promote Lemyn products, the Lemyn brand, or the Program and/or the Influencer Page via any paid media channels
v. Promote Lemyn products, the Lemyn brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminatory.
vi. Engage in any fraudulent transactions, as reasonably determined by Lemyn, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.
vii. Comment with Influencer’s Influencer Page link on any Lemyn social media posts or channels or on product pages of wholesalers or stores that carry Lemyn products.
3. Compensation.
In consideration for the Services, Lemyn will pay to Influencer a percentage of the Net Revenue (as defined below) collected by Lemyn in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees actually received by Lemyn from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Lemyn product(s) via the Influencer Page that are made by a method of payment accepted by Lemyn; provided, however, that Qualifying Orders shall expressly exclude, and no Commission shall be due with respect to any purchase (a) occurring in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies Lemyn may issue from time to time that apply to the Program; (b) occurring after termination of this Agreement; (c) to the extent a cancellation, return, or refund has been initiated; (d) by a customer who is referred to Influencer Page through any advertisement Influencer purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Lemyn”, or “Lemyn Organics”, or any other Lemyn trademark (or variations or misspellings of any of those words, (e) by a customer who is referred to the Influencer Page by a link generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) by a customer who is referred to the Influencer Page by a link that sends users indirectly to the Influencer Page via an intermediate site (other than a linktree or similar service); (f) any purchase by a customer who fails to comply with the terms and conditions applicable to the Influencer Page; or (g) that is not correctly tracked or reported due to typos or errors on the part of Influencer. Commissions will only be paid to Influencer to the extent a Qualifying Order is final; in the event of a return, the Commission payable with respect to the returned items shall be deducted out of future payouts or (if no future payouts are owed) returned to Lemyn. The Commission will be calculated solely based on records maintained by Lemyn using its standard methodologies. Lemyn will pay Influencer Commissions on the 28th day of the month following the month in which the Commissions were earned. Commissions due hereunder will be made by Lemyn to Influencer either through the Program or through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Influencer is solely responsible for: (a) creating and maintaining an account with the Program and/or a Payment Processor account, (b) communicating such account information to Lemyn as may necessary in order for Influencer to receive the payments set forth herein, and (c) paying fees of the Program and/or Payment Processor. Influencer is solely responsible for income taxes payable in connection with Commissions paid pursuant to this Agreement. Lemyn is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Lemyn, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control. Lemyn may deny or withhold any Commissions otherwise payable to Influencer upon becoming aware of any material breach of this Agreement by Influencer.
4. Confidential Information.
a. Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Lemyn's business technology, business relationships or financial affairs which Lemyn has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, methods, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Lemyn from its customers or suppliers or other third parties.
b. Non-Disclosure and Non-Use Obligations. Influencer will not, at any time, without Lemyn 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Lemyn, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Lemyn. Influencer will cooperate with Lemyn and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Influencer will deliver to Lemyn all copies of Confidential Information in Influencer's possession or control upon the earlier of a request by Lemyn or termination of this Agreement for any reason.
c. Information of Third Parties. Influencer understands that Lemyn is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Lemyn to protect or refrain from use of Confidential Information. Influencer agrees to be bound by the terms of such agreements in the event Influencer has access to such Confidential Information.
d. Survival. This Section 4 shall survive any termination of this Agreement.
5. Intellectual Property Rights.
a. Content License. Influencer hereby grants to Lemyn and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns an unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later developed, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment of Commissions to Influencer pursuant to Section 3 hereof.
Influencer shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Influencer’s promotional purposes, in any and all media now known or hereafter developed.
b. Other Developments. Influencer hereby grants to Lemyn and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Lemyn in connection with the Program or (ii) otherwise created by Influencer in connection with the Services, (collectively, the “Other Developments”) .
c. Survival. This Section 5 shall survive any termination of this Agreement.
6. Lemyn Materials and Trademark.
a. Except for Influencer's limited right to use the Lemyn Materials solely in connection with performing the Services, Lemyn retains all right title and interest in the Lemyn Materials, including all related intellectual property rights. Lemyn hereby grants to Influencer, a limited, non-exclusive, non-transferable license to use and display Lemyn's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services and while this Agreement remains in effect.
b. Influencer agrees that any use of the Marks:
i. Will comply with Lemyn's quality standards and trademark guidelines, which may be provided by Lemyn to Influencer from time to time
ii. Will solely inure to the benefit of Lemyn. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Influencer shall not (A) attack the Marks or assist anyone in attacking the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
7. Federal Trade Commission Requirements.
Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Influencer's provision of the Services hereunder. Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Lemyn products, the Lemyn brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides. This Section 7 shall survive any termination of this Agreement.
8. Influencer Social Channels.
In connection with performing the Services, Influencer may link certain of his or her Social Channels to the Influencer Page. If Influencer so elects, Lemyn may link to, and stream content from such Social Channels on its websites, social media channels and in other Lemyn advertising and promotional materials.
9. Representations and Warranties.
a. Influencer represents and warrants to Lemyn that:
i. He or she is at least 18 years of age and legally allowed to live and work in his/her country of residence
ii. The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Lemyn Materials;
iii. The Content and Other Developments are Influencer' s original work
Use of the Content and Other Developments by Lemyn will not infringe or involve the misappropriation of any third party rights
iv. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Influencer
v. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Lemyn for any Content or Other Developments or any content or material incorporated therein to any third party;
vi. He or she will comply with all applicable laws, rules and regulations, including the Guides, PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy and Lemyn’s Privacy Policy, which is incorporated herein by reference;
vii. He or she has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement except as expressly set forth in this Agreement;
viii. Information he or she provides in connection with the Program shall be accurate and complete at all times.
The foregoing representations and warranties shall survive any termination of this Agreement.
10. Indemnification.
Influencer shall indemnify and hold Lemyn, its affiliates and their respective members, managers, directors, shareholders, officers, agents, representatives, principals and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement. This Section 10 shall survive any termination of this Agreement.
11. Term; Termination.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Lemyn may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice if: (a) Influencer refuses to or is unable to perform the Services; (b) Influencerbreaches or threatens to breach any material `provision of this Agreement; (c) Lemyn believes its brand or reputation may be tarnished by Influencer or in connection with Influencer’s participation in the Program; (d) Influencer’s participation in the Program is used for deceptive, fraudulent or illegal activity; or (e) Lemyn terminates the Program as generally made available to participants. Upon any termination of this Agreement, all rights and duties of the Parties toward each other shall cease, except Sections expressly designated as surviving termination of this Agreement.
12. Independent Contractor; No Agency.
Influencer is not and shall not be deemed an employee, agent, joint venture, franchisee or partner of Lemyn or its affiliates, and Influencer shall have no right or authority to assume or create any obligation on behalf of or bind Lemyn or its affiliates in contract or in any manner whatsoever, or make any representation on behalf of Lemyn or its affiliates.
13. Disclaimer.
THE PROGRAM, THE INFLUENCER PAGE, ANY PRODUCTS AND SERVICES OFFERED ON THE INFLUENCER PAGE, ANY COUPON CODES, LINK FORMATS, CONTENT, LEMYN’S AND ITS AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF LEMYN OR ITS AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. LEMYN AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. LEMYN MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, INFLUENCER’S SOCIAL CHANNELS OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY INFLUENCER FROM LEMYN OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY INFLUENCER IN CONNECTION WITH INFLUENCER’S PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF INFLUENCER’S PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation of Liability.
IN NO EVENT SHALL LEMYN, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “LEMYN PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE LEMYN PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH LEMYN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE LEMYN PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Lemyn’s liability arising out of or related to this Agreement shall not exceed the amount of Commissions actually earned by Influencer in the twelve (12) month period immediately preceding the date on which Influencer presents with a claim arising out of or related to this Agreement.
NO CLASS ACTIONS: Influencer may only resolve disputes with Lemyn on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between the Parties in any state or federal court, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
15. Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within California.
16. Notices.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically if return receipt is requested or read receipt is provided, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by providing proper notice of such change of address to the other party. Any notice to Lemyn may be delivered by email to hello@lemyn.com
17. Equitable Relief.
The Parties agree it would be impossible or inadequate to measure and calculate Lemyn's damages from any breach by Influencer of this Agreement. Accordingly, the Parties agree that if Influencer breaches this Agreement; Lemyn will have available, in addition to any other right or remedy available to it, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance. The Parties further agrees that no bond or other security shall be required in obtaining such equitable relief and Influencer and Lemyn, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
18. Modification. Lemyn periodically modifies the terms of this Agreement. Lemyn might also choose to replace these terms in their entirety. If Influencer doesn’t agree to the modification or replacement, Influencer may terminate Influencer’s provision of the Services. INFLUENCER’S CONTINUED PROVISION OF SERVICES OR PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE INFLUENCER’S ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO INFLUENCER, INFLUENCER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT ON THE TERMS SET FORTH HEREIN.
19. Competitive Activities
Influencer acknowledges and agrees that Lemyn and its affiliates may at any time (directly or indirectly) (a) solicit traffic on terms that may differ from those contained in this Agreement, and/or (b) operate sites or applications that are similar to or compete with the Social Channels.
20. Miscellaneous.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Lemyn to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Lemyn unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Lemyn and Influencer, this Agreement constitutes the Parties’ entire agreement with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the Parties with respect to said subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Influencer without the express written consent of Lemyn. Lemyn may assign any or all of its rights and obligations under this Agreement without Influencer's written consent to any affiliate or to any third party by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Lemyn's assets or ownership interests. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
Commission Appendix
For Qualifying Orders in a calendar month, Lemyn will pay to Influencer commission payments as follows; provided, however, that Lemyn may, in its sole discretion upon notice to Influencer, incentivize Influencer by offering increased commission rates for particular periods of time.
Commission Percentage
10% of Revenue
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Lemyn Products purchased pursuant to such Qualifying Order.
We pay Influencers a commission with a base amount of no less than 10% of the price paid by the customer and actually received by Lemyn, before taxes and shipping, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses an Influencer’s Code/Referral to purchase eligible goods from the Lemyn Site; (ii) the customer’s payment is successfully processed.
For example, if a customer uses Your Code/Referral to purchase a single product priced at USD$20.00 and Your Code/Referral provides the customer with a 10% discount, then once Lemyn receives that customer’s payment of USD$18.00 ($20.00 less the 10% discount of $2.00), you will be eligible to receive a 10% commission in the amount of USD$1.80.
From time to time, Lemyn incentivizes some or all Influencers by offering increased commission rates for particular periods of time. For example, Lemyn may notify you that for a period of time specific Influencers will earn a 20% Commission on Qualifying Purchases.
Lemyn may also offer to some or all Affiliates coupon codes for customers (e.g., allowing Influencers to promote 10% off Lemyn products. Such codes can be limited e.g., to new customers and/or expire after any stated period of time as determined by Lemyn in its sole discretion.
INFLUENCER AGREEMENT
This Influencer Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date when this Agreement is provided to Influencer (as such term is hereinafter defined) (the “Effective Date”), provided Influencer elects thereafter to participate or continue its participation in the Program (as such term is hereinafter defined), by and between Lemyn, LLC, a California limited liability company (“Lemyn”), with an address of 511 S. Harbor Blvd., La Habra, California, United States and the influencer identified below (“Influencer”, and collectively with Lemyn, the “Parties”). In consideration of the mutual promises contained herein, the Parties agree as follows:
1. Services.
a. Influencer shall provide to Lemyn on the terms and subject to the conditions of this Agreement, services (the “Services”) in connection with Lemyn's Influencer Program (the “Program”). As part of the Services, Influencer will generate and post content (including, without limitation, text, videographic content, tags and images) regarding Lemyn brand and Lemyn products (collectively the “Content”) on Influencer’s dedicated Lemyn Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Instagram reels, TikTok, Twitter, Facebook, blog and/or potentially YouTube and Pinterest (collectively, the “Social Channels”) in an effort to generate sales.
b. Influencer shall:
i. Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
ii. Comply with all applicable laws and regulations.
iii. Determine, in his/her discretion, the time, place, manner, means, methods and independent/ personal resources by which the Services are performed and achieved.
iv. Provide and utilize his/her own devices, equipment, tools and other resources in performing the Services but Lemyn will provide to Influencer certain informational materials to facilitate the sharing of Influencer's created content to his/her Influencer Page and/or Social Channels (any such materials are collectively referred to collectively as the “Lemyn Materials”).
v. (i) create and edit Content and (ii) either email to Lemyn such Content to upload to the Influencer Page or post such Content on the Social Channels. All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page subject to prior review by Lemyn.
c. Lemyn has the right to remove any Content from the Influencer Page.
2. Restrictions.
a. Influencer shall not:
i. Make any derogatory statements about Lemyn and/or Lemyn products
ii. Link to any third-party websites (other than Social Channels on which Content is posted) on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites
iii. Resell or distribute any Lemyn products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
iv. Promote Lemyn products, the Lemyn brand, or the Program and/or the Influencer Page via any paid media channels
v. Promote Lemyn products, the Lemyn brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminatory.
vi. Engage in any fraudulent transactions, as reasonably determined by Lemyn, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.
vii. Comment with Influencer’s Influencer Page link on any Lemyn social media posts or channels or on product pages of wholesalers or stores that carry Lemyn products.
3. Compensation.
In consideration for the Services, Lemyn will pay to Influencer a percentage of the Net Revenue (as defined below) collected by Lemyn in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees actually received by Lemyn from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Lemyn product(s) via the Influencer Page that are made by a method of payment accepted by Lemyn; provided, however, that Qualifying Orders shall expressly exclude, and no Commission shall be due with respect to any purchase (a) occurring in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies Lemyn may issue from time to time that apply to the Program; (b) occurring after termination of this Agreement; (c) to the extent a cancellation, return, or refund has been initiated; (d) by a customer who is referred to Influencer Page through any advertisement Influencer purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Lemyn”, or “Lemyn Organics”, or any other Lemyn trademark (or variations or misspellings of any of those words, (e) by a customer who is referred to the Influencer Page by a link generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) by a customer who is referred to the Influencer Page by a link that sends users indirectly to the Influencer Page via an intermediate site (other than a linktree or similar service); (f) any purchase by a customer who fails to comply with the terms and conditions applicable to the Influencer Page; or (g) that is not correctly tracked or reported due to typos or errors on the part of Influencer. Commissions will only be paid to Influencer to the extent a Qualifying Order is final; in the event of a return, the Commission payable with respect to the returned items shall be deducted out of future payouts or (if no future payouts are owed) returned to Lemyn. The Commission will be calculated solely based on records maintained by Lemyn using its standard methodologies. Lemyn will pay Influencer Commissions on the 28th day of the month following the month in which the Commissions were earned. Commissions due hereunder will be made by Lemyn to Influencer either through the Program or through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Influencer is solely responsible for: (a) creating and maintaining an account with the Program and/or a Payment Processor account, (b) communicating such account information to Lemyn as may necessary in order for Influencer to receive the payments set forth herein, and (c) paying fees of the Program and/or Payment Processor. Influencer is solely responsible for income taxes payable in connection with Commissions paid pursuant to this Agreement. Lemyn is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Lemyn, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control. Lemyn may deny or withhold any Commissions otherwise payable to Influencer upon becoming aware of any material breach of this Agreement by Influencer.
4. Confidential Information.
a. Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Lemyn's business technology, business relationships or financial affairs which Lemyn has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, methods, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Lemyn from its customers or suppliers or other third parties.
b. Non-Disclosure and Non-Use Obligations. Influencer will not, at any time, without Lemyn 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Lemyn, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Lemyn. Influencer will cooperate with Lemyn and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Influencer will deliver to Lemyn all copies of Confidential Information in Influencer's possession or control upon the earlier of a request by Lemyn or termination of this Agreement for any reason.
c. Information of Third Parties. Influencer understands that Lemyn is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Lemyn to protect or refrain from use of Confidential Information. Influencer agrees to be bound by the terms of such agreements in the event Influencer has access to such Confidential Information.
d. Survival. This Section 4 shall survive any termination of this Agreement.
5. Intellectual Property Rights.
a. Content License. Influencer hereby grants to Lemyn and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns an unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later developed, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment of Commissions to Influencer pursuant to Section 3 hereof.
Influencer shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Influencer’s promotional purposes, in any and all media now known or hereafter developed.
b. Other Developments. Influencer hereby grants to Lemyn and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Lemyn in connection with the Program or (ii) otherwise created by Influencer in connection with the Services, (collectively, the “Other Developments”) .
c. Survival. This Section 5 shall survive any termination of this Agreement.
6. Lemyn Materials and Trademark.
a. Except for Influencer's limited right to use the Lemyn Materials solely in connection with performing the Services, Lemyn retains all right title and interest in the Lemyn Materials, including all related intellectual property rights. Lemyn hereby grants to Influencer, a limited, non-exclusive, non-transferable license to use and display Lemyn's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services and while this Agreement remains in effect.
b. Influencer agrees that any use of the Marks:
i. Will comply with Lemyn's quality standards and trademark guidelines, which may be provided by Lemyn to Influencer from time to time
ii. Will solely inure to the benefit of Lemyn. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Influencer shall not (A) attack the Marks or assist anyone in attacking the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
7. Federal Trade Commission Requirements.
Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Influencer's provision of the Services hereunder. Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Lemyn products, the Lemyn brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides. This Section 7 shall survive any termination of this Agreement.
8. Influencer Social Channels.
In connection with performing the Services, Influencer may link certain of his or her Social Channels to the Influencer Page. If Influencer so elects, Lemyn may link to, and stream content from such Social Channels on its websites, social media channels and in other Lemyn advertising and promotional materials.
9. Representations and Warranties.
a. Influencer represents and warrants to Lemyn that:
i. He or she is at least 18 years of age and legally allowed to live and work in his/her country of residence
ii. The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Lemyn Materials;
iii. The Content and Other Developments are Influencer' s original work
Use of the Content and Other Developments by Lemyn will not infringe or involve the misappropriation of any third party rights
iv. All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Influencer
v. Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Lemyn for any Content or Other Developments or any content or material incorporated therein to any third party;
vi. He or she will comply with all applicable laws, rules and regulations, including the Guides, PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy and Lemyn’s Privacy Policy, which is incorporated herein by reference;
vii. He or she has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement except as expressly set forth in this Agreement;
viii. Information he or she provides in connection with the Program shall be accurate and complete at all times.
The foregoing representations and warranties shall survive any termination of this Agreement.
10. Indemnification.
Influencer shall indemnify and hold Lemyn, its affiliates and their respective members, managers, directors, shareholders, officers, agents, representatives, principals and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement. This Section 10 shall survive any termination of this Agreement.
11. Term; Termination.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Lemyn may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice if: (a) Influencer refuses to or is unable to perform the Services; (b) Influencerbreaches or threatens to breach any material `provision of this Agreement; (c) Lemyn believes its brand or reputation may be tarnished by Influencer or in connection with Influencer’s participation in the Program; (d) Influencer’s participation in the Program is used for deceptive, fraudulent or illegal activity; or (e) Lemyn terminates the Program as generally made available to participants. Upon any termination of this Agreement, all rights and duties of the Parties toward each other shall cease, except Sections expressly designated as surviving termination of this Agreement.
12. Independent Contractor; No Agency.
Influencer is not and shall not be deemed an employee, agent, joint venture, franchisee or partner of Lemyn or its affiliates, and Influencer shall have no right or authority to assume or create any obligation on behalf of or bind Lemyn or its affiliates in contract or in any manner whatsoever, or make any representation on behalf of Lemyn or its affiliates.
13. Disclaimer.
THE PROGRAM, THE INFLUENCER PAGE, ANY PRODUCTS AND SERVICES OFFERED ON THE INFLUENCER PAGE, ANY COUPON CODES, LINK FORMATS, CONTENT, LEMYN’S AND ITS AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF LEMYN OR ITS AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. LEMYN AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. LEMYN MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, INFLUENCER’S SOCIAL CHANNELS OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY INFLUENCER FROM LEMYN OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER LEMYN NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY INFLUENCER IN CONNECTION WITH INFLUENCER’S PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF INFLUENCER’S PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14. Limitation of Liability.
IN NO EVENT SHALL LEMYN, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “LEMYN PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE LEMYN PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH LEMYN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE LEMYN PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Lemyn’s liability arising out of or related to this Agreement shall not exceed the amount of Commissions actually earned by Influencer in the twelve (12) month period immediately preceding the date on which Influencer presents with a claim arising out of or related to this Agreement.
NO CLASS ACTIONS: Influencer may only resolve disputes with Lemyn on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between the Parties in any state or federal court, THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
15. Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within California.
16. Notices.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically if return receipt is requested or read receipt is provided, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by providing proper notice of such change of address to the other party. Any notice to Lemyn may be delivered by email to hello@lemyn.com
17. Equitable Relief.
The Parties agree it would be impossible or inadequate to measure and calculate Lemyn's damages from any breach by Influencer of this Agreement. Accordingly, the Parties agree that if Influencer breaches this Agreement; Lemyn will have available, in addition to any other right or remedy available to it, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance. The Parties further agrees that no bond or other security shall be required in obtaining such equitable relief and Influencer and Lemyn, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
18. Modification. Lemyn periodically modifies the terms of this Agreement. Lemyn might also choose to replace these terms in their entirety. If Influencer doesn’t agree to the modification or replacement, Influencer may terminate Influencer’s provision of the Services. INFLUENCER’S CONTINUED PROVISION OF SERVICES OR PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE INFLUENCER’S ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO INFLUENCER, INFLUENCER’S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT ON THE TERMS SET FORTH HEREIN.
19. Competitive Activities
Influencer acknowledges and agrees that Lemyn and its affiliates may at any time (directly or indirectly) (a) solicit traffic on terms that may differ from those contained in this Agreement, and/or (b) operate sites or applications that are similar to or compete with the Social Channels.
20. Miscellaneous.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Lemyn to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Lemyn unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Lemyn and Influencer, this Agreement constitutes the Parties’ entire agreement with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the Parties with respect to said subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Influencer without the express written consent of Lemyn. Lemyn may assign any or all of its rights and obligations under this Agreement without Influencer's written consent to any affiliate or to any third party by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Lemyn's assets or ownership interests. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
Commission Appendix
For Qualifying Orders in a calendar month, Lemyn will pay to Influencer commission payments as follows; provided, however, that Lemyn may, in its sole discretion upon notice to Influencer, incentivize Influencer by offering increased commission rates for particular periods of time.
Commission Percentage
10% of Revenue
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Lemyn Products purchased pursuant to such Qualifying Order.
We pay Influencers a commission with a base amount of no less than 10% of the price paid by the customer and actually received by Lemyn, before taxes and shipping, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses an Influencer’s Code/Referral to purchase eligible goods from the Lemyn Site; (ii) the customer’s payment is successfully processed.
For example, if a customer uses Your Code/Referral to purchase a single product priced at USD$20.00 and Your Code/Referral provides the customer with a 10% discount, then once Lemyn receives that customer’s payment of USD$18.00 ($20.00 less the 10% discount of $2.00), you will be eligible to receive a 10% commission in the amount of USD$1.80.
From time to time, Lemyn incentivizes some or all Influencers by offering increased commission rates for particular periods of time. For example, Lemyn may notify you that for a period of time specific Influencers will earn a 20% Commission on Qualifying Purchases.
Lemyn may also offer to some or all Affiliates coupon codes for customers (e.g., allowing Influencers to promote 10% off Lemyn products. Such codes can be limited e.g., to new customers and/or expire after any stated period of time as determined by Lemyn in its sole discretion.