Media Influencer Agreement
1.1. This Influencer Agreement (the “Agreement”) is made by and between Raga Consulting Pty Ltd (“CreativKits”) under the laws of Victoria, Australia (“ABN 13600733462”) whose address is 35 Hull Road, Croydon, VIC 3136, Australia, ("Advertiser"), AND ("Influencer."). You (the “Influencer”) have agreed to provide certain services to Raga Consulting Pty Ltd (“CreativKits”), which include the publication of online posts (“Posts”/” Deliverables”) on social media platforms (“Platforms”) with the aim to promote the brand of CreativKits (the “Brand”).
1.2. The following terms and conditions (“T&C’s”) and any other guidelines or requirements as CreativKits may impose on the Influencer, form the contract (the “Contract”) under which the Influencer, as an independent contractor, provides the services to CreativKits.
02. Terms of Agreement
2.1. This Agreement will begin on the date this contract is signed and will continue for 3 months, until unless terminated by one of the parties according to the terms of this Clause (the "Term"). Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party. Following the completion of Service, as Annex A, both parties would like to keep open the option for additional Services through the year, upon both sides’ approval.
03. Criteria for Influencers
3.1. To become and stay an Influencer for CreativKits, the Influencer must meet the following criteria and must continue to meet these criteria during the term of this Contract:
3.1.1. be at least 18 years old; or
3.1.2. or to be active supervision of an adult who is at least 18 years old;
3.1.3. have an active and engaged social media profile on at least two of the following Platforms (i) Facebook, (ii) Instagram, (iii) Twitter, (iv) LinkedIn, (v) YouTube, (vi) Snapchat, (vii) TikTok, (viii) Pinterest;
3.1.4. have a social media profile that is aligned with CreativKits’s values.
04. Posting of Deliverables
4.1. The influencer agrees:
4.1.1. to the deliverables of at least one (HD) High-Definition video content and at least two still photography content of minimum resolution of 1024 x 768 pixels at 74dpi.
4.1.2. to publish at least one social media Platform Posts, with clear and concise tags, handles and swipe up links as specified by CreativKits, and that CreativKits must approve all deliverables before the Influencer may publish (Please see Annex A). CreativKits may withhold approval in its absolute discretion.
4.1.3. once a Post has been approved by CreativKits, the Influencer will publish the post to the agreed Platforms without delay, but no later than 48 hours after the Post being approved (unless CreativKits stipulates a different timeline).
4.1.4. the Influencer may not edit a Post after CreativKits has approved the Post.
4.1.5. the Influencer is solely responsible for the publication of the Post.
4.1.6. after a Post is published, the Influencer will not publish any Post where the effect of publishing such additional Posts would be to reduce the prominence of the earlier Post. Each Post must stay on the top three rows of your feed for a minimum of 5 hours. All reviewed and confirmed posts shall stay in blogs and social media accounts at least 6 months after initial publication.
4.1.7. CreativKits has the right at any time to moderate any Post after publication and the Influencer will immediately make any reasonable modification or amendment requested by CreativKits.
4.1.8. CreativKits has the right at any time to request that the Post will be removed, and the Influencer will comply with such a request immediately upon receipt of such notification.
5.1. The Influencer represents and warrants that each Post:
5.1.1. will be the original work and creation of Influencer (save and except any materials, if any, supplied by the Advertiser) and will not infringe the rights (including without limitation, any intellectual property rights) of any third party. All Posts complies with all applicable laws and regulations as well as industry self-regulation relating to influencer marketing, including the Digital Media Ethics Code (IN), AANA Code of Ethics (AU), the CAP Code (UK), and Federal Trade Commission’s Guides Concerning Endorsements and Testimonials in Advertising (USA).
5.1.2. complies with all terms and conditions set by the Platform on which the Post is published by the Influencer.
5.1.3. discloses the fact that the Influencer is in a partnership agreement with CreativKits. All Posts should be transparent and labelled with appropriate disclosures, such as #ad. CreativKits expects Influencers to keep themselves up to speed with the latest best practice on how to label influencer marketing posts in a transparent way in order to make sure that consumers are clear about the commercial nature of the sponsored Posts.
5.1.4. does not contain any content which you know or suspect (or ought reasonably to have known or suspected) to be false, misleading, or deceptive.
5.1.5. does not contain any content that is indecent, discriminatory, or offensive or contains or promotes aggressive or illegal behaviour or sexually suggestive imagery.
5.1.6. does not violate the privacy rights, contract rights, intellectual property rights or other rights of any person, corporation, or entity.
06. non-compete obligation
6.1. The Influencer shall during the term of this Contract, not publish any Posts for a company that can reasonably be regarded as a competitor of CreativKits.
7.1. The Influencer shall hold in strictest confidence and not at any time disclose to any person, firm or third-party, without written authorisation from the Brand, any information relating to CreativKits which can reasonably be considered to be confidential in nature, including but not limited to details of Brand’s business methods, finances, prices or pricing strategy, marketing or development plans or strategies, technical data, trade secrets or know-how, databases, reports, publications, illustrations, software, research, product plans, customer lists and customers (including but not limited to: customers of Brand on whom the Influencer called or with whom the Influencer became acquainted during the Term), markets, and other business information disclosed to Influencer by Brand either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.
8.1. Influencer shall not misrepresent the size of its audience or its numbers of followers or engagement. Followers must be obtained organically and not through unethical or unsportsmanlike behaviour such as (but not limited to), purchasing followers, likes or engagement.
8.2. If CreativKits suspects (in its sole discretion) that an Influencer is not complying with the requirement for followers to be authentic and organically grown, CreativKits reserves the right to immediately terminate the Contract with the Influencer.
09. Integrity of the Brand
9.1. The influencer acknowledges that it will not parody, disparage, give any adverse comment, or make fun of the Brand or its products of services generally in any way, and that such behaviour would entitle CREATIVKITS to terminate the relationship with the Influencer with immediate effect.
10. Limitation of liability
10.1. CreativKits shall never be liable to the Influencer or any third party for damages that arise from the content of any Post.
10.2. CreativKits shall never be liable to the Influencer for any loss of profits, reputation, business, goodwill or for any consequential damages.
10.3. CreativKits’s liability to the Influencer shall never exceed the amount paid to the Influencer in any 12 months period preceding the event that gives rise to the liability.
11.1. The Influencer agrees to indemnify CreativKits against any (third party) claims and expenses (including reasonable legal fees) arising out of a breach of this Contract or that is in any way connected with the content of any Post published by the Influencer, including but not limited to claims related to the infringement by the Influencer of any third-party intellectual property rights.
12. Compensation, Commission and Payment
12.1. CreativKits and the Influencer will agree on a compensation/payment amount that will cover the costs of the services provided by the Influencer - payment will be calculated as the monetary value of the product sample sent to Influencer (unless otherwise stated or agreed upon between both parties).
12.2. The Influencer is responsible for the accuracy of the nominated bank account or PayPal account details.
13. Governing Law
13.1. This Contract shall be governed by and construed in accordance with the laws of Victoria, Australia. The Courts of Victoria shall have exclusive jurisdiction over any claim related to this Contract.
14. Use of Content
14.1. Influencer agrees to let CreativKits use or reference the content Influencer creates regarding the Brand’s product or service, including but not limited to: Influencer name, images, reviews, and social media profiles. When doing so, CreativKits agrees to provide proper attribution and credit.
15. Independent Contractor
15.1. Brand and Influencer agree that the Influencer is an independent contractor in the performance of their duties under this Agreement. Accordingly, the Influencer shall be responsible for payment of all taxes including Federal, State, and local taxes arising out of the Influencer's activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Unemployment Insurance taxes, and any other taxes or business license fees as required.
16.1. This Agreement contains the entire understanding and agreement between the parties hereto with
16.1.1. respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations, or warranties between them respecting the subject matter hereof. This Agreement may be amended only by a writing signed by Influencer and by a representative of Brand duly authorised. Brand shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns.
16.1.2. If one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.
16.1.3. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.
17.1. CreativKits may terminate these Terms and/or the Services under any Term Sheet: (i) immediately in the event of a material breach by Influencer or (ii) for convenience at any time.
17.2. Influencer must return any materials supplied under these Terms upon termination.
17.3. The rights and obligations contained in Sections 7 (“Confidentiality”), 9 ("Integrity of the Brand"), 10 (“Limitation of Liability”), 11 (“Indemnification”), 14 (“Use of Content”), and 16 (“Miscellaneous”) will survive any termination or expiration of these Terms.
18. Contact Raga Consulting
All queries and complaints should be directed to the Raga Consulting Privacy Officer.
PO Box 531, Heathmont VIC 3135
|Telephone:||+61 437 752 280|
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
A.1. Tags, hashtags, and handles to be used: @CreativKits #CreativKids #SubscriptionBox #ActivityBox #KidsActivityBox #KidsBox #ActivityKits #STEAMBox #STEMBox #STEAMKit #STEMKit #Creativity #LearningbyDoing
A.2. Purchase Link – Each post will include the following URL link on the post and Bio: https://pre-launch.creativkits.in/register
A.3. Special Instructions: all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age.