THIS INFLUENCER SERVICE AGREEMENT is entered into on ——— September 2021
(1) Influencer whose principal place of business is at ———- (the Influencer)
(2) Stef Mouchie whose principal place of business is at 100 lower Ossington Ave, Suite 517, Toronto, ON M6J0A7 (the Client)
(1) The Influencer is in the business of providing promotional and marketing services, including the design and implementation of certain promotional campaigns across various social media platforms.
(2) The Client is an online fashion retailer dedicated to providing stylish, contemporary, and unique pieces for the modern working woman. The Client- Stef Mouchie helps today’s fashion-forward females to find the outfit they need to fit into any occasion or mood.
It is agreed as follows:
Agreement means any agreement made subject to the terms and conditions below;
Services mean certain online marketing services, performed by the Influencer through various social media platforms including YouTube as following services to be carried out by the influencer to:
- post a minimum of 4 videos per month of the Client’s online fashion retail services promoting the Client’s website;
- mention of the Client business name, a brief description with contact details of the Client to be shared at the start of each and every video with the Influencer’s audience, a script will be provided;
- post a video that involves different Client’s clothing items and products, an extra mention of the Client business details and services with contact information included, as well as a script to show previous videos;
- not allow other fashion retailer Companies to sponsor the Influencer during the period of this agreement;
- allow the Client’s right to use or reference the Influencer videos on social media and on the Client website;
- link the Client’s YouTube and other social media to theirs
- allow the Client to use the influencer’s content for marketing
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons include individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and do not affect the construction of the Agreement;
(c) references to one gender include all genders; and
(d) any reference to an enactment or statutory provision is a reference to it as it may have been, or may from time to time be amended, modified, consolidated or re-enacted.
- Influencer’s obligations
2.1 The Influencer agrees to engage in the best and commercially reasonable efforts to provide the Services to the Client in accordance with the terms of this Agreement.
2.2 The Influencer further agrees to provide the Services in a professional and diligent manner consistent with generally recognised industry standards and good commercial practice, using efforts comparable to those customarily used in social media promotion and other online marketing campaigns of equivalent value and for similar products or services.
2.3 The Influencer shall comply with, and give all notices required by, all laws and regulations applicable to the Services, including all laws and regulations related to (i) anti-bribery and corruption, and (ii) data protection.
2.4 The Influencer shall also comply with any instructions or variations issued by the Client (or any authorised representative of the Client) in relation to the Services. If any such instruction or variation is likely to result in any delay to any Services provided, the Influencer may, within 3 days of the issue of the relevant instruction or variation but not otherwise, claim in writing for an extension of time which shall be granted to the extent fair and reasonable in the circumstances.
2.5 The Influencer shall conform to the instructions and specifications as required by the Client.
- Completion of the work
3.1 The Influencer hereby understands and acknowledges that time is of the essence with respect to the Influencer’s obligations defined in this Agreement and that prompt and timely performance of all such obligations is strictly required.
3.2 All Services provided by the Influencer shall be completed by the deadline instructed by the Client.
- Compensation, Consideration and Payment
4.1 In consideration for the full, prompt, and satisfactory performance of all Services to be rendered to the Client, the Client shall compensate the Influencer as follows:
- either by gifting the influencer the Client’s products or paying the influencer and give the influencer a set of gift cards for their followers as part of the collaboration.
4.2 Where monetary compensation is agreed upon, the Client shall make the payment through an approved method of payment accepted by the Influencer. All monetary payments under this Agreement are paid in Canadian Dollar.
4.3 The Client shall notify the Influencer in writing of any dispute with an invoice along with any substantiating documentation or a reasonably detailed description of the dispute.
4.4 The Influencer, at their own expense, shall furnish their own supplies and equipment necessary to deliver and complete the Services as defined under this Agreement unless otherwise agreed upon by the parties.
- Liabilities and Indemnities
5.1 The Influencer shall promptly notify the Client of:
(a) any delays or problems from time to time in the provision of the Services of which the Influencer becomes aware;
(b) any circumstances from time to time which may prevent the Influencer from providing the Services in accordance with this Agreement together with (where practicable) recommendations as to how such circumstances can be avoided; and
(c) any complaint (whether written or not) or other matter which comes to its attention and which it reasonably believes may give rise to any loss by or claim against the Client or which may result in any adverse publicity for the Client.
5.2 Where any defect in the provision of the Services is reported to the Influencer by the Client or otherwise comes to the attention of the Influencer, the Influencer shall, without limiting any other right or remedy of the Client, use its best endeavours to provide such further services as are necessary in order to rectify the default as soon as practicable.
5.3 The parties agree that the rights and benefits held and received by the Client through the Influencer’s Service under the Service Agreement shall only be enforceable by the Client through such Service and upon the terms of the Service Agreement, and any liability in respect of any breach of such rights and benefits shall be determined solely in accordance with the terms of the Service Agreement.
5.4 The Influencer shall be liable for and shall indemnify the Client against any expense, liability, loss, claim or proceedings howsoever arising in respect of personal injury to or death of any person arising out of or in the course of or caused by the carrying out of the Services, unless due to any neglect or default of the Client or of any person for whom the Client is responsible.
5.5 Without prejudice to its liability to indemnify the Client under the preceding two paragraphs, the Influencer shall maintain such insurances as are necessary (and in an amount approved by the Client) to cover the liability of the Influencer in respect of such injury or damage arising out of or in the course of or caused by the carrying out of the Services. The Influencer shall produce such evidence as the Client may reasonably require that such insurances are properly maintained with well-established insurance offices or underwriters of repute.
5.6 In this Contract, the Influencer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable solicitors fees) related to a third-party claim or proceeding arising out of: (i) the work the Influencer has done under this Contract; (ii) a breach by the Influencer of its obligations under this Contract; or (iii) a breach by the Influencer of the promises it is making in Section 1 and 2 of this contract.
- Term and Termination
6.1 This Service Agreement shall be effective on the date hereof and shall continue indefinitely until the expressly agreed upon date of the completion of the Services unless it is earlier terminated in accordance with the terms of this Agreement.
6.2 The Client may terminate this agreement at any given time upon one month written notice to the Influencer. The Influencer shall refund any Service fees in the proportion of the Services rendered.
6.3 Either party may by notice in writing forthwith terminate the Agreement if the other party becomes bankrupt or makes any composition or arrangement with his creditors or has a winding-up order made or (except for the purposes of reconstruction) a resolution for voluntary winding up is passed or a receiver or manager of its business or undertaking is duly appointed or possession is taken by or on behalf of any creditor of any property the subject of a charge.
6.4 The Client may terminate the Agreement at any time by notice in writing to the Influencer if the Influencer without reasonable cause fails to proceed diligently with the Services or wholly suspends the carrying out of the Services before completion. The right of termination shall be without prejudice to any other rights or remedies which the Client may possess.
6.5 In the event of termination, the Influencer shall immediately give up possession of the site of the Services and deliver any copies of any drawings or plans prepared or held by the Influencer for the purpose of the Services. The Client shall have no further liability to pay any sums to the Influencer save for such fair and reasonable sum to compensate for the value of the Services which has been completed at the date of termination.
- Miscellaneous Influencer Obligations
7.1 The Influencer is encouraged to create original content that highlights the many benefits of the Client’s Products. The Influencer is encouraged to highlight the many benefits of the Client Products and provides an honest opinion of the Client Products, their use and the Influencer’s personal experience with them.
7.2 The Influencer is strictly prohibited from making any claim not approved by the Client. The Influencer may not prescribe, recommend, communicate or advise using the Client’s Products for use other than those advised by the Client. The Influencer may not make any claim of any kind without the express written permission of the Client.
7.3 Prior approval from the Client may be required before the Influencer publishes content related to the Client. The approved content shall be published by the Influencer to the agreed social media accounts.
7.4 The Client may request the Influencer to incorporate titles, links, hashtags, or any relevant information in the media or content being published.
7.5 All contents must comply with the terms and conditions set forth by a social media platform.
7.6 All Intellectual Property and related materials, including but not limited to, moral rights, goodwill, trade secrets, applications for registrations or relevant registration, rights to any trademark, trade dress, patent, copyright, trade name, and industrial design (“Intellectual Property”) that is produced or developed under this online marketing Agreement. The Influencer understands that the aforementioned is a “work for hire” and shall be the sole property of the Client. The Client’s use of the Intellectual Property shall not be restricted in any manner.
7.7 The Influencer may not use the Client’s Intellectual Property for any purpose other than contracted for in this online marketing Agreement unless the Influencer has written consent from the Client. The Influencer shall be responsible for any damages resulting from any unauthorized use of the Client’s intellectual property.
- Confidential information
8.1 Throughout the duration of this Agreement, it may be necessary for the Influencer to have access to the Client’s confidential and protected information for the sole purpose of performing the Services subject to this Agreement.
8.2 The Influencer is not permitted to share or disclose such confidential information whatsoever, unless mandated by law, without written permission from the Client. The Influencer’s obligation of confidentiality will survive the termination of this online marketing Agreement and stay in place indefinitely.
8.3 Upon the termination of this Agreement, the Influencer agrees to return to the Client any and all Confidential Information that is the property of the Client.
8.4 Further, the Influencer shall promptly return to the Client all copies, whether in written, electronic, or other form or media, of the Client’s Confidential Information, or destroy all such copies and certify in writing to the Client that such Confidential Information has been destroyed. In addition, the Influencer shall also destroy all copies of any Notes created by the Influencer or its authorized Representatives and certify in writing to the Client that such copies have been destroyed.
8.5 The provisions of this clause 8 shall survive any termination of this Agreement.
- Independent Contractor
9.1 The Influencer is retained as an independent contractor of Stef Mouchie. The Influencer acknowledges and agrees that:
(i) The Influencer is solely responsible for the manner and form by which the Influencer performs under this Agreement, and
(ii) The Influencer is a self-employed individual. The Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of the Influencer’s performance of services, and neither the Influencer nor any of the Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Stef Mouchie.
10.1 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the parties to it.
10.2 Unless expressly agreed, no variation shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which has already accrued up to the date of variation, and the rights and obligations of the parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.
The Influencer shall not assign the Agreement or sub-contract the performance thereof without the prior written consent of the Client.
If and to the extent that any provision of this Agreement is held to be illegal, void or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The parties shall meet to negotiate in good faith to agree a valid, binding and enforceable substitute provision or provisions, (if necessary with the reconsideration of other terms of this Agreement not so affected) so as to re-establish an appropriate balance of the commercial interests of the parties.
- Further assurance
Each of the parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary or reasonably desirable to implement and/or give effect to this Agreement and the transaction contemplated by it.
- Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
(a) it has full authority, power and capacity to enter into and carry out its obligations under this Agreement;
(b) all necessary acts and things have been taken or done to enable it lawfully to enter into and carry out its obligations under this Agreement; and
(c) when executed, this Agreement will create obligations that are valid and binding on it and enforceable in accordance with their terms
- No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to enforce any of its terms.
- Arbitration and Proper law
The parties shall use all reasonable endeavours to resolve any dispute amicably and in good faith. This document is governed by and are to be construed in accordance with the laws of Toronto Ontario applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Toronto Ontario in Canada (and any court of appeal) and waives any right to object to an action being brought in those courts, including on the basis of an inconvenient forum or those courts not having jurisdiction.
- Notices and service
17.1 Any notice so served by hand, e-mail or post shall be deemed to have been duly given:
- in the case of delivery by hand, when delivered;
- in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the time of receipt ;
- in the case of prepaid recorded delivery, special delivery or registered post, at 10 am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after 5 pm on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9 am on the next following Business Day. References to time in this clause are to local time in the country of the addressee.
This Agreement may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument.
As Witness, this Agreement has been signed on behalf of the parties the day and year first above written.
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