|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
This Influencer Agreement, hereinafter referred to as
"Agreement," is entered into and made effective as of the date this
agreement is signed (the "Effective Date") by the applicant
(“Influencer”). by and between the Influencer and Trafalgar ("Advertiser"),
having a primary address at the following:
582 Territorial Drive,
Bolingbrook, Illinois 60440,
Email: [email protected]
and Influencer, having a primary address as reported in his or her application.
The parties may be referred to individually as "Party"
and collectively as the "Parties."
By submitting your Trafalgar Affiliate Program application and participating in the Program, you are confirming that you have read and understand this Agreement, you represent and warrant that you are lawfully able to enter into contracts, and you agree to be bound by, and will continue to comply with, these terms and conditions throughout the full duration of your participation in the Program. Additionally, you acknowledge and agree that by submitting your application, which may include clicking an acceptance box, the effective date of this Agreement will be the date on which you submit your application.
WHEREAS, Advertiser wishes to advertise certain products;
WHEREAS, Influencer's social media reach is valuable for the advertising and sale of such products;
WHEREAS, the Parties desire to enter into an agreement whereby the Influencer will promote and sell Advertiser's products
as described below;
WHEREAS, 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:
1 - AGREEMENT:
Within this Agreement, the Influencer agrees to promote and sell Advertiser's products (the "Products") on Influencer's social media.
Trafalgar will determine if Influencer will qualify for either Tier 1 or Tier 2 affiliate program, described as follows:
- Tier 1 Influencers will receive free product(s) from Advertiser and be expected to create content with the provided product(s), specifically for the purposes of posting on Instagram. These expectations are further explained in sections 6 and 9.
- Tier 2 Influencers will not receive free products, and have no expectations or obligations to post content on any social media channels, including Instagram.
Influencer agrees to the promotion and sale of the Products in exchange for fees, described further below.
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.
3 - TERM & TERMINATION:
This Agreement shall terminate automatically on the 6 month anniversary of the agreement signature (the "Termination Date").
This Agreement may also be terminated by either Party, upon notice in writing:
a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
This Agreement may also be terminated by the Advertiser at any time with or without cause.
Advertiser specifically reserves the right to terminate this Agreement if Influencer violates any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Advertiser or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material, and failing to represent and respect Advertiser’s Core Values of service, honor, integrity, and professionalism and honoring God.
If this Agreement is terminated prior to the Termination Date, Advertiser shall pay Influencer any and all fees earned but not paid out prior to termination, unless Influencer fails to follow the terms of this Agreement and Advertiser terminates for breach. In such a case, 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.
4 - Renewal:
Tier 1 and 2 Influencers may be offered a renewal of Agreement after the termination date if Advertiser sees fit.
Upon renewal of Agreement, Influencer is eligible to receive an $85 USD (eighty-five U.S. dollars) gift card for trafalgarstore.com.
5 - EXCLUSIVITY:
The Parties agree that this Agreement creates a non-exclusive relationship between Advertiser and Influencer. Throughout the Term of this Agreement, Influencer may work with other advertisers, and Advertiser may work with other influencers.
6 - PROMOTION AND SALE:
Tier 1 Influencers Advertiser and Influencers have agreed that Influencer will post on the following platforms:
On these platforms, Advertiser and Influencer have agreed to the following deliverables and terms ("Deliverables"):
- Post quantity: 1 post and 1 story per month for the first two months, directing followers to Advertiser’s website via Influencer's affiliate link
- Post or Story must tag @trafalgarstore
- Posts must stay up for the following time period: 1 week.
- Stories must stay up for the following time period: 24 hours.
- Caption must not contain any foul language or lewd words or phrases that go against Advertiser’s Core Values.
- Required Tags for Instagram posts:
Influencer’s link may be posted on the Influencer’s other social media accounts without monthly minimums, but must be clearly disclosed as an affiliate link.
Tier 2 Influencers Advertiser and Influencer have agreed to the following deliverables and terms ("Deliverables"):
- No minimum number of posts or links
7 - FEES:
Influencer will be paid fees ("Commission") for the sale of Advertiser's Products. Specifically, Influencer will be paid as
Influencer will be paid a 10% (ten percent) commission per sale achieved via their affiliate link.
Payment will be made through Influencer’s affiliate account on the first Monday of every month.
Advertiser will either provide Influencer with a specific link or links which correspond to the Products for sale or a promotional code or codes for Influencer's audience to purchase products (collectively, the "Link"). The Link will be keyed to Influencer's identity and will send online users to the Advertiser's website or websites.
Each time a customer clicks through the Link and completes the sale of one of Advertiser's Products, within the cookie window of 30 (thirty) days, Influencer will be eligible to receive the following percentage of the sale: 10% (ten percent).
Influencer is only eligible to earn Commission on sales
of Qualifying Products or Qualifying Actions occurring during the term of this
Agreement. Influencer will earn Commission based on the Net Price of Qualifying
Products and/or on net new number of Qualified Actions established by us and communicated to you upon acceptance of the Agreement. For a Qualifying Product or Action(s) to generate a Commission, the customer must
(a) use a browser that has its cookies setting enabled; (b) follow a Qualifying Link.
Some items, brands, products, categories, or
actions may not be eligible for Commission.
Advertiser will pay a Commission if the customer re-enters
during the cookie window specified in the Agreement through the UNLESS the
customer re-enters through another Influencer’s Qualifying Link or from another
marketing link (i.e. paid search, social, email, or other marketing).
Referrals are only considered for payment according to
the dates and timelines detailed in the current Agreement. All
determinations of Qualifying Links and whether a Commission is payable will
be made by the Network and will be final and binding.
If a customer returns a product that generated a Commission, Advertiser will
deduct the corresponding Commission fee from Influencer's monthly payment. Commissions
earned through the date of termination will remain payable only if the related
orders are not canceled or returned by a customer.
From time to time, the tracking for purposes of Commission may be interrupted by site releases or
other activity initiated by or on behalf of Trafalgar. If the reporting of
Influencer conversion data to Advertiser's Networks is hindered due to such interruption,
Trafalgar will use commercially reasonable efforts to provide to the Networks such
missing or interrupted affiliate conversion data. If such data cannot be
provided through Trafalgar's commercially reasonable efforts, Commission for
the interrupted time period will be calculated based on historical averages for
similar time periods.
8 - PAYMENT:
Influencer will be asked to submit current address information, as
well as payment information through their affiliate account.
Influencer must notify Advertiser immediately for any changes in
address or account information.
Influencer will be paid as follows:
Payment will be made through the Influencer’s affiliate account on
the first Monday of every month. Influencer is responsible for making sure they
have set up a payment method within their own affiliate account.
9 – PRODUCTS & PERKS:
Tier 1 Influencers: Advertiser will be sending Influencer the following free products
to assist in the Parties' relationship and Influencer's promotion:
- 1 digital gift card for trafalgarstore.com worth $65 USD
(sixty-five U.S. dollars).
It is expected that the Influencer will use any and all free
products received to create promotional content.
Advertiser may send Tier 1 Influencers additional gift cards or specific products as they see fit.
Tier 2 Influencers: Advertiser will not be sending free product to Tier 2 Influencers upon acceptance to the program. However, Advertiser may choose to send Tier 2 Influencers product as they see fit.
10 - INTELLECTUAL PROPERTY:
Influencer and Advertiser 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.
Subject to the limitations listed below, each Party hereby grants
the other a non-exclusive, non-transferable, license to use their
intellectual property solely and exclusively in conjunction with this
Agreement. Specifically, Influencer grants Advertiser permission to repost
Influencer’s stories and posts in which Advertiser is mentioned or tagged, as well as use any photos created by Influencer in promotion emails, so long as they feature Advertiser's products.
Influencer also grants Advertiser to quote their reviews and captions for advertising
purposes. Advertiser grants Influencer permission to license approved logos and promotional content (upon Influencer's request).
Influencer acknowledges that this Agreement does not provide them with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. Advertiser reserves all of rights in the Licensed Materials and all of Advertiser's other proprietary rights. Influencer may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. Advertiser may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion.
Influencer shall not make any specific use of any Licensed Materials for purposes other than generating the sale of Trafalgar products from Influencer's site without first submitting a sample of such use to us and obtaining our prior written consent, which Advertiser may withhold in our sole and absolute discretion.
11 - COMMUNICATION:
Influencer agrees to maintain open communication with Advertiser,
including promptly responding to calls, messages, and emails. Influencer shall
respond to all communications no later than 48 hours after receipt.
12 - 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." Advertiser recommends that
Influencer seek independent legal counsel to advise on specific compliance
13 - 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
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.
14 - MODIFICATION
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 15 - INDEMNIFICATION:
Influencer agrees to defend and indemnify Advertiser and any of its
agents (if applicable) and hold Advertiser 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. Advertiser shall be able to
select its own legal counsel and may participate in its own defense, if
16 - 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
Illinois 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 Advertiser 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: DuPage County, Illinois. 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
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: DuPage 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 Illinois. Each Party
shall pay their 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
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
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.