THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BUYBYE TECHNOLOGIES INC. (“BUYBYE”) STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A BUYBYE ELITE INFLUENCER. BY INDICATING YOUR ACCEPTANCE IN THE “I AGREE” FIELD, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT, AND YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER THIS AGREEMENT.
This Influencer Participation Agreement is effective as of 2nd June, 2017.
Buybye’s products and services are provided by Buybye Technologies.Inc. This Influencer Participation Agreement (“Agreement”) is made between Buybye Technologies, Inc. (“Buybye”), a Delaware corporation located at 1216 No. La Cienaga Boulevard, No. B1, West Hollywood, CA 90069, and you, the Influencer, together with any affiliate or business entity you are representing (collectively the “Influencer”).
i. Buybye owns and operates an exclusive invitation-only social e-commerce platform consisting of three interconnecting mobile device applications: Buybye Brand Application (“Brand App”), Buybye Elite Application (“Elite App”) and Buybye Fan Application (“Buybye Fan”), collectively the BuyBye Platform (“Buybye Platform”) through which qualified individuals with large online followings (“Influencers”) connect with their followers (“Fans”) to promote and sell products and services (“Items”) personally, and/or on behalf of third party brands.
ii. Influencer has accumulated a network of unique followers on Facebook, Twitter, Instagram, SnapChat, Pinterest, and/or other social media platforms, and desires to participate in Buybye’s Elite App as an Influencer and Buybye desires to accept Influencer as an Influencer in accordance with the terms and conditions of this Agreement.
- All Influencers that access the Elite App and its services must agree to be bound by all the terms and conditions of this Influencer agreement and all policies and guidelines of the Buybye platform incorporated by reference herein. By registering for the Elite App and in consideration for the services provided, Influencer agrees to the following:
(a) Influencer shall download and access the Elite App using a PIN code to be provided by Buybye, set up a Stripe payment account (“Stripe Account”), and create a Buybye profile in accordance with the App’s instructions.
(b) Influencer shall use their profile to create campaigns to endorse and sell his or her own Items, and/or will select products and services from Buybye’s brand catalogue (“Catalogue”) to endorse and sell products and services on behalf of participating Brands in return for a commission and/or compensation.
(c) Influencer shall share posts from the Elite App to Influencer’s social network and invite his/her social media followers to purchase products and services from Influencer’s posts on the Buybye platform.
(d) Influencer shall regularly access the App at least once per week to promote products and/or services for purchase by Influencer’s followers, or to otherwise actively engage followers.
(e) Sales by an Influencer Vendor: Where an Influencer makes a sale that is linked directly to his or her own Profile or shop and where Influencer has connected his or her bank account, Influencer will receive the proceeds of that sale directly into that connected bank account. Revenues for these sales shall be paid net of Buybye’s fee (“Merchant Fee”).
(f) Sales for third parties: Buybye provides every Influencer access to the Catalogue. Influencer may freely select catalogue products and services to endorse and sell on behalf of Buybye affiliated brands (“Brands”) on and through the Buybye platform. Where Influencer generates a sale for a Brand within the Buybye Platform, Influencer receive a flat sales commission (“Sales Commission”), which is equal to a percentage of the listed final sales price. When listing a product, a Brand has the option to allocate additional commission (“Brand on top, in which case Influencer will receive a higher total commission for the successful sale of that item. The Catalogue will display the commission for each item. Buybye is not responsible for allocating additional sales commissions, the allocation of which is solely at the Brand’s discretion.
(g) Paid Posts: Influencers and Brands may communicate and negotiate directly via the App regarding paid campaigns (“Paid Posts”). Where a Brand accepts an Influencer’s offer to create a Paid Post, the Brand and Influencer will agree on the fee (“Post Fee”). Buybye is not liable for payment of the Post Fee to Influencers. The Post Fee agreed to between Influencer and Brand will be charged to Brand’s connected credit card, with payment processed via the App immediately upon Brand’s approval of Influencer’s Paid Post. The fee is paid directly into Influencer’s connected bank account, minus Buybye’s Merchant Fee.
Once a Paid Post is approved by a Brand, Influencer must publish the Post on the Buybye platform and share to the required social media platforms at the date and time agreed between Influencer and Brand, or in the absence of such an agreement, no later than 24 hours from the time of Brand’s approval. Influencer remains responsible for the publishing of the post. Buybye is not liable to any party for the content of any paid posts and any advertising statements or promotional claims made by Influencer or Influencer’s failure to disclose their sponsored relationship to Fans and Influencer’s social networks
Influencer agrees that they will not attempt to negotiate terms or payment with Buybye Brands outside of the Buybye Platform. Without limiting any other rights or remedies available to Buybye, any attempt to circumvent the Buybye Platform may result in Influencer’s removal from the Platform.
(h) Merchant Fee: Buybye applies its Merchant Fee to all transactions processed within the Buybye Platform. Sales within the Buybye Platform are processed immediately following checkout, and revenue and commissions generated from such sales is transferred to the relevant user’s connected bank account one to five days following processing. It is understood and agreed that transfer periods vary depending upon bank policies and whether the sale transaction is domestic or international, and are outside of Buybye’s control. Merchant Fee and payment terms may vary in the future. The Fee and payment terms in effect on the date of sale of the relevant product or service shall govern the transaction. Influencer should check the fees and terms each time he or she participates. All fees are deducted from the final transfer of the funds to the Influencer. All Fees for use of Buybye are listed as a percentage of final sale prices unless stated otherwise. For a list of fees, please refer to: www.buybye.com/fees By utilizing the Buybye portal and its services, Influencer authorizes Buybye to deduct any fees from amounts due.
(i) Stripe and Payment Terms: Buybye has partnered with third party payment supplier Stripe Inc (“Stripe”) for Buybye users to use as an online payment gateway. All transactions within the Buybye portal, are processed immediately via Stripe. Revenue owing to Influencer from these transactions is paid via Stripe into Influencer’s designated bank account which shall be the account Influencer links to his/her Stripe account in accordance with Clause 1(a) above. Revenues received shall be net of Buybye’s Merchant Fee. Influencer hereby confirms that the details provided in setting up his/her Stripe account contain accurate bank account information for the purpose of receiving such payments. Buybye shall not be held responsible for failed payment transfers resulting from any errors in bank account information provided by the Influencer.
2. Additional Agreements
(a) Licenses: Influencer hereby irrevocably grants to the Buybye a limited, non exclusive, worldwide, royalty free right and license to display, distribute and otherwise use or exploit Influencer’s name, nickname, image, likeness, voice, and any written or graphic content Influencer posts to the Buybye Platform, in whole or in part, for advertising and promotional purposes throughout the world and through any medium without compensation to the Influencer. Such license shall remain in effect for so long as Influencer serves as an Influencer unless terminated by written notice. Buybye hereby grants Influencer a limited license to access and utilize the App to the extent necessary to fulfil Influencer’s obligations hereunder. This Agreement does not grant Influencer any rights in or to the App or any of the Buybye’s trademarks, trade names, or service marks except solely for the purpose of fulfilling Influencer’s obligations under this Agreement.
(b) Code of Conduct: Influencer agrees that he/she shall not use the Buybye Platform to post any images or written content that violate the rights (including copyrights) of any third party, or that are otherwise unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, or degrading.
(d) Third Party Representation: If Influencer is represented by an agent, manager, or other third party that has a contractual right to a percentage of fees paid to Influencer under this Agreement, it is understood and agreed that Influencer shall be solely responsible for making any payments due to such agent, manager, or third party. Influencer hereby agrees to indemnify and hold Buybye harmless from and against any claims or legal action brought against it by any third party based upon Influencer’s failure to pay such party any amount due to them based on amounts earned by Influencer under this Agreement.
(e) Taxes: It is understood and agreed that Influencer is solely responsible for the payment of any taxes that may be due by virtue of his or her participation on the Buybye platform, including (but not limited to) income and sales taxes.
(f) Confidentiality; Non-Disparagement: Neither Party shall disclose the terms of this Agreement to any third party, or issue any public announcement regarding the terms of this Agreement, without the other party’s prior written agreement. The parties shall not disclose to any third parties’ non-public information disclosed by one party to the other under this Agreement, and shall protect such information applying the same degree of care used by the parties to protect their own confidential information. Each Party further agrees to not disparage, demean, or commit any other act that injures the Party’s reputation.
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by e-mail, using the e-mail address currently listed in your Profile. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation on the Buybye platform after a change notice has been sent will constitute binding acceptance of the change.
4. Term and Termination
This Agreement shall go into effect upon your acceptance of these terms, and shall remain in effect until either Party elects to terminate the same. Influencer or Buybye may terminate this Agreement at any time for any reason by providing the other party with at least fourteen (14) days advance written notice. For the avoidance of doubt, Buybye may terminate or suspend Influencer’s Buybye Influencer account if Influencer fails to post and engage with followers for a period exceeding thirty (30) days.
5. Representations and Warranties; Indemnification
Influencer hereby represents and warrants that :
(i) Influencer has the unrestricted right to enter into this Agreement without the consent of any third party;
(ii) this Agreement does not conflict with any presently existing commitment on the part of the Influencer or any competing or conflicting rights of any third party and
(iii) Influencer’s promotion or advertising of products and/or services will comply with all applicable laws and guidelines.
Influencer agrees to indemnify and hold the Buybye harmless from and against any liabilities, losses, claims, demands, costs (including without limitation reasonable attorneys’ fees) and expenses arising in connection with any breach or alleged breach by Influencer of any of the aforementioned representations and warranties, or this Agreement.
7. Relationship: The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. Influencer has no power or authority to bind the Buybye to any obligation, agreement, debt or liability, and shall not hold itself out as an agent or representative of the Buybye.
8. Assignment: Influencer understands and agrees that the Buybye may assign this Agreement; however, because the subject matter hereof is personal to the Influencer, he or she may not assign this Agreement to any party without the Buybye’s prior written consent.
9. Governing Law: This Agreement shall be governed by and construed under the laws of the State of California and the United States without regard to its conflict of laws provisions. The parties hereto agree to submit to jurisdiction of the California Superior Courts in Los Angeles Country, California.
10. Force Majeure: Neither Party will be in breach hereof by reason of its delay in the performance of or failure to perform any of its obligations hereunder, if that delay or failure is caused by strikes, acts of God or the public enemy, riots, or any fault beyond its foreseeable control, without its fault or negligence (“Force Majeure”). In the event of Force Majeure, the affected party agrees to notify the other Party in writing of its inability to perform within five (5) days after the occurrence of Force Majeure. The occurrence of a Force Majeure shall suspend, not terminate, the obligations of the Party to perform, which is affected by the Force Majeure.
For any questions, complaints or claims, please contact us at firstname.lastname@example.org
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