Influencer Terms & Conditions
- Thomas Lee Sheets wishes to advertise certain products.
- Influencer's social media reach is valuable for the advertising and sale of such products.
- The Parties desire to enter into an agreement whereby the Influencer will promote and sell Thomas Lee Sheets’ products as described below.
- The Parties wish to establish a written document between them covering the terms and conditions of their agreement.
NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereby agree as follows:
ARTICLE 1 - AGREEMENT: Within this Agreement, the Influencer agrees to promote and sell the following of Thomas Lee Sheets’ products (the "Products") on Influencer's social media, described further below: cotton percale sheets, bamboo sheets, duvets, duvet covers, comforters, blankets, and other bedding and bath products. Influencer agrees to the promotion and sale of the Products in exchange for fees, described further below.
ARTICLE 2 - NO EMPLOYMENT RELATIONSHIP: Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. Influencer is an independent contractor and will, at all times, act as such. Influencer is responsible for Influencer's own local, state, and federal tax liability, and no tax funds or other required payments, such as social security, will be withheld from any of Influencer's fees.
ARTICLE 3 - TERM & TERMINATION: This Agreement will proceed until terminated by either Party upon 30 days prior written notice in writing to the other Party hereto. Notwithstanding the foregoing, Thomas Lee Sheets specifically reserves the right to terminate this Agreement without notice if Influencer violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Thomas Lee Sheets or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If this Agreement is terminated for Influencer's breach, Influencer forfeits all rights, including the right to any unclaimed fees. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
ARTICLE 4 - NON-EXCLUSIVITY: Nothing in this Agreement shall be deemed to create an exclusive relationship between Thomas Lee Sheets and Influencer. The Influencer is free to work with other advertisers and Thomas Lee Sheets may hire additional influencers.
ARTICLE 5 - PROMOTION AND SALE: Advertise and Influencer have agreed that Influencer within thirty (30) business days of the date of this Agreement or such other date as agreed upon by the Parties in writing, Influencer will post on the Influencer’s Instagram one (1) Story or Reel video featuring company’s products, 1 in feed Instagram post. Influencer will tag Thomas Lee Sheets as a brand partner and upload a high resolution copy of video and photos to Thomas Lee’s DropBox. Thomas Lee Sheets will provide Influencer with (i) a 15% off coupon code that Influencer will include in such post and (ii) a Marketing Brief containing sample captions, company information, and other materials that the Influencer will draw from in preparing and distributing such post. Influencer agrees to the deliverables required by Thomas Lee Sheets, including the number of posts per time period, specific platforms, approval, and delivery schedule, as applicable. Thomas Lee Sheets will make the details available to Influencer in written form.
ARTICLE 6 - BLOG POSTS: Intentionally omitted.
ARTICLE 7 - PAYMENT: As compensation for Influencer making the video(s) and photo(s) as set forth in Article 5 above, Influencer shall be entitled to keep the Percale sheet set provided by Thomas Lee Sheets to Influencer for such photo and video. Influencer shall be entitled to no additional compensation under the terms of this Agreement.
ARTICLE 8 - PRODUCTS: Thomas Lee Sheets will be sending Influencer the following free products to assist in the Parties' relationship and Influencer's promotion: Percale sheet set. Products as determined by Thomas Lee Sheets in its sole discretion. Influencer is expected to promote these specific Products to Influencer's audience.
ARTICLE 9 - INTELLECTUAL PROPERTY: Influencer and Thomas Lee Sheets each agree that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. No transfer of ownership of intellectual property may take place under this Agreement; provided, however, Influencer hereby assigns to Thomas Lee Sheets all right, title and interest in and to the photographs used in Influencer’s Instagram post under Article 5 above including, without, limitation, the right of Thomas Lee Sheets to reuse, repost, and republish such photographs on Thomas Lee Sheets’ website, Instagram, Facebook, Marketing Brief, digital or paper media, other advertising materials, or any other platform or location as determined by Thomas Lee Sheets in its sole discretion. Subject to foregoing exception and the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use their intellectual property solely and exclusively in conjunction with this Agreement. No Party may modify the other Party's intellectual property in any way. Specifically, Thomas Lee Sheets grants Influencer the license to use Thomas Lee Sheets’ brand name and, if applicable, logo, below: Thomas Lee Sheets. Either Party may revoke this license at any time, including if any misuse of intellectual property is found, but such right of revocation shall not apply to the transfer of all right, title and interest in and to the photographs set forth above. This license will terminate at the expiration of this Agreement. Unauthorized use of any Party's intellectual property shall be considered unlawful infringement and each Party reserves all rights, including the right to pursue an infringement suit in federal court.
ARTICLE 10 - COMMUNICATION: Influencer agrees to maintain open communication with Thomas Lee Sheets, including promptly responding to calls, messages, and emails. Influencer shall respond to all communications no later than 48 hours after receipt.
ARTICLE 11 - COMPLIANCE: Influencer warrants and agrees to maintain full compliance with all Federal Trade Commission (FTC) rules and regulations, as well as any other applicable laws. This includes tagging all posts with relevant hashtags, such as "#sponsored," "#ad," or "#advertisement," as well as, where applicable, including relevant disclosure statements and marking posts as "Paid Partnership With." Thomas Lee Sheets recommends that Influencer seek independent legal counsel to advise on specific compliance steps.
ARTICLE 12 - CONFIDENTIALITY: The Parties acknowledge and agree that Confidential Information, as defined below, may be exchanged in the course of the Parties' relationship. Each Party shall maintain the secrecy of the other Party's Confidential Information throughout the duration of this Agreement, as well as for a period of three (3) years after the termination of this Agreement. Confidential Information shall be defined as any information which is confidential and commercially valuable to the Party owner of that information. Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or finance or any other information which is confidential and commercially valuable. Confidential Information shall not mean any information which:
- a) is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the non-owner Party; b) is already known, through legal means, to the non-owner Party; c) is given by the owner Party to third parties, other than the non-owner Party, without any restrictions; d) is given to the non-owner Party by any third party who legally had the Confidential Information and the right to disclose it; or e) is developed independently by the non-owner Party and the non-owner Party can show such independent development.
ARTICLE 13 - MODIFICATION & VARIATION: The Parties may modify the terms of this Agreement upon written notice. However, such modification is subject to acceptance by the non-modifying Party. If the non-modifying Party does not agree to the updated terms, that Party may terminate this Agreement. Upon termination, all Fees earned but not paid to Influencer will be due.
To the extent any part or sub-part of the modified Agreement is held ineffective or invalid by any court of law, the Parties agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
ARTICLE 14 - INDEMNIFICATION: Influencer agrees to defend and indemnify Thomas Lee Sheets and any of its agents (if applicable) and hold Thomas Lee Sheets harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Influencer's conduct or actions. Thomas Lee Sheets shall be able to select its own legal counsel and may participate in its own defense if Thomas Lee Sheets wishes.
ARTICLE 15 - GENERAL PROVISIONS: a) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language. b) JURISDICTION, VENUE & CHOICE OF LAW: The Parties agree that North Carolina shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Influencer and Thomas Lee Sheets with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Guilford County, North Carolina. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The Parties hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine. c) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Guilford County. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of North Carolina. Each Party shall pay its own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims. d) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by Influencer. e) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force. f) NO WAIVER: In the event that any Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part. g) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement. h) FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances. i) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.