|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
This Independent Influencer Agreement (including any schedules,
exhibits or addenda attached hereto, the “Agreement”), is made and entered into
as of the date identified below (the “Effective Date”), by and between UNWASH,
LLC (“UNWASH”), with an address of 26135 Mureau Rd Calabasas CA 91302, United
States and the influencer identified below (“Independent Influencer” or “you”).
In consideration of the mutual promises contained herein, the parties agree as
The Independent Influencer Program. Independent Influencer
agrees to provide to UNWASH under the terms and conditions of this Agreement,
services (the “Services”) in connection with UNWASH Independent Influencer
Program (the “Program”). As part of the Services, Independent Influencer will
generate and post content (including, without limitation, text, videos, and
images) regarding UNWASH brand and UNWASH products on Independent Influencer's
social channels and web pages including but not limited to Instagram, Instagram
Story, Instagram Reels, Instagram Live, Instagram TV, Facebook, blog, Twitter,
TikTok, YouTube, and Pinterest (the “Social Channels”) (collectively the
“Content”) in an effort to generate sales.
Independent Influencer agrees to:
• Devote such of his/her time, resources, and best efforts to
the Services as is reasonably necessary to perform them in a professional and
• Comply with all applicable laws and regulations.
• Determine, in his /her discretion, the time, place, manner,
means, methods, and independent/personal resources by which the Services are
performed and achieved.
• Provide and utilize his/her own equipment, tools, and other
resources in performing the Services but UNWASH will provide to Independent
Influencer certain informational materials to facilitate the creation of
Independent Influencer's created content to his/her Digital Presence and Social
Channels (such templates and other materials are collectively referred to as
the “UNWASH Materials”).
• Will be responsible for (i) creating and editing the Content
and (ii) either emailing to UNWASH such Content to use in UNWASH marketing or
posting such Content on their blog and/or Social Channels with official UNWASH
tags and hashtags.
• All such Content that is used by UNWASH for marketing purposes
will be subject to prior review by UNWASH. UNWASH has the right to use this
content at their discretion on the following but not limited to their website,
marketing materials, and social channels.
• It is understood and agreed that Independent Influencer will
be an independent contractor, is not, and will not be considered an agent or
employee of UNWASH (or any of its affiliates or related entities), and shall
have no authority to bind UNWASH (or its affiliates or related entities) by
contract or otherwise.
Independent Influencer agrees that they will not: (i)
• Make any derogatory statements about UNWASH and/or UNWASH
• Portray UNWASH in a negative light
• Link to any third-party websites, other than the Social
Channels, or otherwise redirect visitors to third-party websites
• Resell or distribute any UNWASH products, including those
received for free or as gifts, for commercial purposes
• Promote UNWASH products, the UNWASH brand, or the Program via
any paid media channels
• Promote UNWASH products, the UNWASH brand, or the Program via
any website, media, social media, or electronic presence or resource that may
be considered pornographic, lewd, offensive, discriminatory, or that promote violence
or extremist viewpoints
• Engage in any fraudulent transactions, as reasonably
determined by UNWASH, including without limitation making transactions from
Influencer's IP addresses or computers under Influencer's control
In consideration for the Services, UNWASH will pay to
Independent Influencer a percentage of the Net Revenue (as defined below)
collected by UNWASH in accordance with the Commission Appendix below (the
“Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross
fees received by UNWASH from Qualifying Orders (as defined below), less amounts
paid for using store credit or gift certificates, taxes, and transaction-based
costs and expenses, including but not limited to payment processing fees and
shipping fees. For purposes of this Agreement, “Qualifying Orders” means
purchases of UNWASH product(s) via the UNWASH.com website that are made by a
method of payment accepted by UNWASH.com. The Commission is also only paid to
Independent Influencer if the Qualifying Order is final. Any returns will cause
that specific Commission to be deducted out of the month payouts. The
Commission will be calculated solely based on records maintained by UNWASH
using its standard methodologies.
UNWASH will pay Independent Influencer its Commission on the last
business day of each month, on the condition that the $50 commission minimum be
met. Any balance that does not meet this minimum will roll over to be
considered for payment in the following month. Commissions due hereunder will
be made by UNWASH to Independent Influencer through its payment processor
(“Payment Processor”), which, as of the Effective Date, is PayPal Holdings,
Inc. Independent Influencer is solely responsible for creating and maintaining
a Payment Processor account, and communicating such account information to
UNWASH for purposes of receiving the payments set forth herein. UNWASH is not
responsible for making any payments based on any amounts which result from any
fraudulent transactions, as reasonably determined by UNWASH, including without
limitation any transactions originating from Influencer's IP addresses or
computers under Influencer's control.
Definition. “Confidential Information” means all trade secrets
and confidential or proprietary information, whether or not in writing,
concerning UNWASH’s business technology, business relationships, or financial
affairs which UNWASH 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 UNWASH from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer
will not, at any time, without UNWASH's prior written permission, either during
or after the term of this Agreement, disclose any Confidential Information to
anyone outside of UNWASH, 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 UNWASH. Independent Influencer will cooperate with UNWASH and use
best efforts to prevent the unauthorized disclosure or use of any and all
Confidential Information. Independent Influencer will deliver to UNWASH all
copies of Confidential Information in Independent Influencer's possession or
control upon the earlier of a request by UNWASH or termination of this
Agreement for any reason.
Information of Third Parties. Independent Influencer understands
that UNWASH is now and may hereafter be subject to non-disclosure or
confidentiality agreements with third persons which require UNWASH to protect
or refrain from use of Confidential Information. Independent Influencer agrees
to be bound by the terms of such agreements in the event Independent Influencer
has access to such Confidential Information.
Intellectual Property Rights.
Independent Influencer hereby grants to UNWASH and its
subsidiaries, affiliates, licensees, agents, representatives, successors, and
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 discovered,
for the purpose of its advertisements, promotions, marketing activities, public
relations, educational, and other commercial or non-commercial purposes, subject
only to the payment made to Independent Influencer in section 2 hereof.
Independent Influencer shall have the revocable, unlimited,
perpetual, and worldwide right to use the Content, for Independent Influencer’s
promotional purposes, in any and all media now known or hereafter developed.
UNWASH Materials and Trademark.
Except for Independent Influencer's limited right to use the
UNWASH Materials solely in connection with performing the Services, UNWASH
retains all right title and interest in the UNWASH Materials, including all
related intellectual property rights. UNWASH hereby grants to Independent
Influencer, a limited, non-exclusive, non-transferable license to use and
display UNWASH’s name, website address, logo, and trade names (the “Marks”),
solely in connection with performing the Services.
Independent Influencer agrees that any use of the Marks:
• Will comply with UNWASH’s quality standards and trademark
guidelines, which may be provided by UNWASH to Independent Influencer from time
• Will solely inure to the benefit of UNWASH. The Marks are
proprietary and nothing in this Agreement constitutes the grant of a general
license for their use. Independent Influencer does not acquire any right,
title, or interest in the Marks or the goodwill associated therewith.
Independent Influencer agrees not to (A) attack the Marks or assist anyone in
attack in 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
Federal Trade Commission Requirements.
Independent 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
Independent Influencer's provision of the Services hereunder. Independent
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 UNWASH
products, the UNWASH brand, and/or the Program) will contain clear and
prominent disclosures compliant with the Guides.
Representations and Warranties.
Independent Influencer represents and warrants that:
• He or she is at least 18 year of age and legally allowed to
live and work in his/her country of residence
• 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 UNWASH Materials;
• The Content and Other Developments are Independent
Influencer's original work
• Use of the Content and Other Developments by UNWASH will not
infringe or involve the misappropriation of any third-party rights
• All clearances and licenses relating to the use of the Content
or Other Developments have been obtained by Independent Influencer
• Except as expressly set forth herein, no fee, compensation, or
any other payment whatsoever will be payable by UNWASH for any Content or Other
Developments or any content or material incorporated therein to any third
• He or she will comply with all applicable laws, rules, and
regulations, including the Guides
Independent Influencer shall indemnify and hold UNWASH, its
affiliates, and their respective directors, officers, agents, 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 Independent 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 Independent Influencer of any representation, warranty, certification,
covenant, obligation, or other agreement set forth in this Agreement.
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. UNWASH may, in addition to any other rights it may have at law
or in equity, terminate this Agreement immediately and without prior notice if
Independent Influencer refuses to or is unable to perform the Services or is in
breach of any material provision of this Agreement. Upon any termination of
this Agreement, all rights and duties of the parties toward each other shall
cease, except that the following Sections shall survive: 2 (with respect to any
Net Revenue accrued during the term of this Agreement but not yet paid); 3,
4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Influencer is not and shall not be deemed an
employee, agent, joint venture, or partner of UNWASH, and neither party shall
have any right or authority to assume or create any obligation on behalf of or
bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL UNWASH, ITS AFFILIATES, THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “UNWASH
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 UNWASH PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT,
TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH UNWASH
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 UNWASH PARTIES SHALL BE LIMITED TO THE
GREATEST EXTENT PERMITTED BY LAW.
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.
All notices or other communications, required or permitted to be
given hereunder, shall be in writing and shall be delivered electronically,
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 serving proper notice of such change of address to the other party.
Independent Influencer and UNWASH agree that it would be
impossible or inadequate to measure and calculate UNWASH’s damages from any
breach by Independent Influencer of this Agreement. Accordingly, Independent
Influencer and UNWASH agree that if Independent Influencer breaches this
Agreement; UNWASH will have available, in addition to any other right or remedy
available and notwithstanding anything to the contrary in Section 10 above, the
right to obtain from any court of competent jurisdiction an injunction
restraining such breach or threatened breach and specific performance of
Sections 3, 4 and Section 8. Independent Influencer and UNWASH further agree
that no bond or other security shall be required in obtaining such equitable
relief and Independent Influencer and UNWASH, hereby consent to the issuances
of such injunction and to the ordering of such specific performance.
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 UNWASH 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 UNWASH 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
UNWASH and Independent Influencer, this Agreement constitutes the entire
agreement between Independent Influencer and UNWASH with respect to the subject
matter, and supersedes all previous or contemporaneous agreements, whether
written or oral, between the parties with respect to the 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 Independent Influencer without the
express written consent of UNWASH. UNWASH may assign any or all of its rights
and obligations under this Agreement without Independent Influencer's written
consent to any affiliate or to another third party affiliate by way of merger,
acquisition, consolidation, or sale or transfer of all or substantially all of
UNWASH’s assets or capital stock. 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.
For Qualifying Orders in a calendar month, UNWASH will pay to
Independent Influencer commission payments in accordance with the following,
with the exception that UNWASH could have promos that could go to higher
percentages as incentive, all details of such promos to be at UNWASH’s sole
discretion and communicated to Independent Influencer in due time:
15% of Net Revenue
Commission must equal $50 before a payment is made.
For purposes of this Commission Appendix, each Qualifying Order
shall count as one Qualifying Order, regardless of the number of UNWASH
Products that are purchased pursuant to such Qualifying Order.