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Brand Influencer Terms & Conditions
BY ACCEPTING THESE TERMS (AS FURTHER DEFINED HEREIN), YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS AND CONDITIONS OF THIS BRAND INFLUENCER AGREEMENT BETWEEN YOURSELF (ON BEHALF OF YOURSELF OR THE BUSINESS THAT YOU REPRESENT) AND MINIMO BATH & BODY, LLC (“MINIMO SKIN ESSENTIALS”). THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH MINIMO SKIN ESSENTIALS AND YOUR PARTICIPATION IN THE MINIMO SKIN ESSENTIALS BRAND INFLUENCER PROGRAM (THE “PROGRAM”). IF YOU DO NOT AGREE OR DO NOT UNDERSTAND ANY OF THE TERMS AND CONDITIONS CONTAINED HEREIN, PLEASE DO NOT ACCEPT THE TERMS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO MINIMO SKIN ESSENTIALS. As used in these Terms, “Influencer”, “you” or “your'' shall mean the individual who wishes to be a brand influencer for MINIMO SKIN ESSENTIALS, and his/her employees, agents, business affiliates, and permitted successors and assigns. Influencer and MINIMO SKIN ESSENTIALS may be referred to hereinafter individually as a “Party” or collectively as the “Parties”.
PLEASE READ THESE BRAND INFLUENCER TERMS AND CONDITIONS VERY CAREFULLY BEFORE ACCEPTING TO BECOME A MINIMO SKIN ESSENTIALS BRAND INFLUENCER!
By accepting these Terms and participating in the Program, Influencer agrees as follows:
If selected by MINIMO SKIN ESSENTIALS, you will become a brand influencer for the MINIMO SKIN ESSENTIALS brand and for the products offered and sold by MINIMO SKIN ESSENTIALS (“Products”). Your performance as MINIMO SKIN ESSENTIALS influencer is subject to these brand influencer terms and conditions, and any separate agreement MINIMO SKIN ESSENTIALS may require you to execute as well as any MINIMO SKIN ESSENTIALS policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Terms”).
To become a MINIMO SKIN ESSENTIALS brand influencer, you must meet the following eligibility criteria:
- You have read, understand, and agree to be bound by the Terms;
- You are eighteen (18) years of age or older;
- You have read all Product warning labels and guidelines;
- You have no medical condition that prevents you from taking any of the Products;
- You maintain and actively use your own personal account on at least one form of social media, including Facebook, Instagram, Twitter, Pinterest, Snapchat, Pinterest and YouTube, which have been approved by MINIMO SKIN ESSENTIALS (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts”;
- You are in good standing with the Federal Trade Commission (the “FTC”); and
- You are in compliance with all FTC guidelines, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and the terms and conditions of these Terms.
MINIMO SKIN ESSENTIALS reserves the unconditional right to accept or deny any brand influencer who applies to be a MINIMO SKIN ESSENTIALS brand influencer.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF INFLUENCER
Influencer represents and warrants that:
- Influencer has the power and authority to enter into these Terms;
- Influencer is not a party to any agreement or subject to any law that restricts Influencer’s performance of Influencer’s obligations hereunder;
- Influencer possesses all legal authorizations, permits and licenses necessary for the conduct of Influencer’s obligations hereunder;
- Influencer has the right to assign the Content (as defined herein) to MINIMO SKIN ESSENTIALS, as further set forth herein and, the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person; and
- Influencer covenants and agrees as further provided herein, to market, promote and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances.
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Influencer shall use its best efforts to market and promote the MINIMO SKIN ESSENTIALS brand and any MINIMO SKIN ESSENTIALS Products and/ services on your Accounts (the “Services”), subject to the terms and conditions contained herein.
Influencer shall perform the following Services:
- Create and post photo and video content promoting MINIMO SKIN ESSENTIALS’s brand, MINIMO SKIN ESSENTIALS’s Products and/or services and/or any related campaign as MINIMO SKIN ESSENTIALS may request from time to time (“Content”). For avoidance of any doubt, Content shall include any and all content, photos, videos, pictures, writings, or any other work product that Influencer creates as part of the Services or otherwise related to the work Influencer does for MINIMO SKIN ESSENTIALS.
- Share and promote your unique promo link or promo code (the “Promo Code”) to encourage your followers to purchase MINIMO SKIN ESSENTIALS Products.
- Communicate, network and/ or collaborate with other social media influencers and brand Influencers, MINIMO SKIN ESSENTIALS’S social media followers and customers, and any other individuals requested by MINIMO SKIN ESSENTIALS, to promote the MINIMO SKIN ESSENTIALS Products.
- Promptly respond to communications from MINIMO SKIN ESSENTIALS representatives in text, email, phone or any other form.
- Participate in educational and training programs presented.
- If requested by MINIMO SKIN ESSENTIALS, attend events.
Influencer agrees that MINIMO SKIN ESSENTIALS may post, re-post, embed, upload, and otherwise re-use any of your Content at any time, without compensation other than what is provided in the Terms. You acknowledge and agree that you are responsible for:
- Any and all activity undertaken in connection with your participation in the Program;
- Ensuring at all times, compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms or applications, including by making disclosures in accordance with the FTC’s Guides as further provided herein, in rendering the Services and each applicable campaign;
- Conducting yourself at all times with the highest degree of professionalism, providing the Services with commercially reasonable skill and care in a competent and professional manner, behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with MINIMO SKIN ESSENTIALS, its staff, customers, followers and representatives;
- Presenting and demonstrating MINIMO SKIN ESSENTIALS Products in a positive, truthful and sincere manner and not engaging in any activity or action that may damage or be harmful to the reputation, goodwill or interest of MINIMO SKIN ESSENTIALS, any of MINIMO SKIN ESSENTIALS’s Products and/or services or, any of its associates, employees, directors, officers, agents, partners or affiliates and will not commit any act which brings MINIMO SKIN ESSENTIALS into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of MINIMO SKIN ESSENTIALS’s competitors or the general community to which MINIMO SKIN ESSENTIALS’s advertising materials are directed, or which might tend to harm MINIMO SKIN ESSENTIALS or any of MINIMO SKIN ESSENTIALS’s Products and/or services including, without limitation, disparaging MINIMO SKIN ESSENTIALS or any of MINIMO SKIN ESSENTIALS’S Products and/or services;
- Not using MINIMO SKIN ESSENTIALS’s name, or any trademarks, copyrighted materials, or other MINIMO SKIN ESSENTIALS Intellectual Property of MINIMO SKIN ESSENTIALS in any advertising, social media, or in literature other than material published by MINIMO SKIN ESSENTIALS, without first obtaining the express written permission of MINIMO SKIN ESSENTIALS; and
RESTRICTIONS / PROHIBITIONS
Influencer agrees and understands that if any Content posted by or associated with Influencer is deemed offensive, inappropriate or used incorrectly, that Influencer will be deemed, at the sole discretion of MINIMO SKIN ESSENTIALS, ineligible to participate in the Program. Influencer will then be disqualified from receiving any commission, recognition, communication or compensation from MINIMO SKIN ESSENTIALS. Influencer will also be terminated in the event it takes any of the following actions, each a material breach of the Terms:
- Makes any representations or warranties on behalf of MINIMO SKIN ESSENTIALS, other than the ones contained in MINIMO SKIN ESSENTIALS’s marketing and promotional information (under no circumstances should Influencer make any unsubstantiated claims, including but not limited to claims that the MINIMO SKIN ESSENTIALS Products are intended to diagnose, treat, cure or prevent any disease);
- Fails to comply with any of the Terms;
- Promotes MINIMO SKIN ESSENTIALS Products through unsolicited or spam emails or otherwise violates any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
- Promotes their promo code through coupon sites, discount sites, or browser extensions
- Uses their influencer promo code to purchase products for self use or gifts
- Engages in, promotes, links or contributes to, or creates a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to MINIMO SKIN ESSENTIALS in MINIMO SKIN ESSENTIALS’s sole discretion;
- Transmits messages or images inconsistent with the positive images and/ or good will with which MINIMO SKIN ESSENTIALS wishes to associate;
- Engages in, promotes, or contributes to any activity, software, or materials that may divert commissions from other participants in the Program;
- Engages in, promotes, or contributes to any illegal activity or violates MINIMO SKIN ESSENTIALS’s or any third party’s legal rights, and/ or intellectual property rights;
- Engages in “spam” advertising, sends unsolicited commercial email, posts commercial messages to any forum that prohibits such messages, or engages in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable in MINIMO SKIN ESSENTIALS’s sole discretion;
- Generates or sends any email messages using or containing MINIMO SKIN ESSENTIALS’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without MINIMO SKIN ESSENTIALS’s express express prior written permission;
- Uses MINIMO SKIN ESSENTIALS’s banners, brand name, logos, trademarks, likeness, images, and videos, on its own website(s), thus creating market and customer confusion;
- Creates or links to a website that copies, resembles, has the look and feel of or creates the impression that it is the MINIMO SKIN ESSENTIALS website or any other platform of MINIMO SKIN ESSENTIALS;
- Reads, intercepts, records, redirects, interprets or fills in the contents of any electronic form or other materials submitted to MINIMO SKIN ESSENTIALS by any person or entity;
- Uses any promotional coupon or code that is not provided to Influencer by MINIMO SKIN ESSENTIALS for the Program, or runs any ad with any of MINIMO SKIN ESSENTIALS’s URLs offering brand Influencer commissions;
- Sells or re-sells any of the MINIMO SKIN ESSENTIALS Products, or offers a cash incentive or discount on MINIMO SKIN ESSENTIALS Products as a means of promotion;
- Uses own credit card to purchase Products for a customer or another brand Influencer, or places a product order using someone else’s credit card without the credit card owner’s written permission;
- Engages in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of Influencers followers, “likes” or other indicators of Influencer’s audience or reach on any applicable Approved Media;
- Creates more than one (1) unique Promo Code to fraudulently inflate commissions;
- Modifies price information regarding MINIMO SKIN ESSENTIALS’s Products or offers on Influencer’s own website;
- Creates, links to or hosts any type of shopping cart between MINIMO SKIN ESSENTIALS’s website and Influencer’s own website; or
- Takes any action (or fails to take an action), that is deemed to be unsuitable to MINIMO SKIN ESSENTIALS, in its sole discretion.
MINIMO SKIN ESSENTIALS reserves the right to preview Influencer’s Content from time to time upon request and reserves the right to request changes to and/or removal of Content in its sole discretion. MINIMO SKIN ESSENTIALS has the right to monitor Influencer’s Accounts at all times to ensure compliance with the Terms. MINIMO SKIN ESSENTIALS may notify you of any changes to your Content or Accounts that MINIMO SKIN ESSENTIALS feels should be made. Without limitation to MINIMO SKIN ESSENTIALS’s rights as stated herein, MINIMO SKIN ESSENTIALS may terminate your participation in the Program if you do not make any changes to Your Account that MINIMO SKIN ESSENTIALS feels are necessary or appropriate. MINIMO SKIN ESSENTIALS reserves the right to terminate your participation in the Program immediately and without notice to you should MINIMO SKIN ESSENTIALS suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, MINIMO SKIN ESSENTIALS shall not be liable to you for any commissions for such fraudulent sales.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, Influencer must include a disclaimer with all Content Influencer shares publicly stating your “material connection” to MINIMO SKIN ESSENTIALS and the fact that you have been compensated or otherwise incentivized to post the Content (e.g. the fact that your post is “sponsored by MINIMO SKIN ESSENTIALS” (such as #sponsored) or an “advertisement” (such as #ad) or that Influencer is an Influencer of MINIMO SKIN ESSENTIALS (such as #MINIMOCreator)). Such disclosure must be made in close proximity to any statements that Influencer makes about MINIMO SKIN ESSENTIALS or MINIMO SKIN ESSENTIALS’s Products and must comply with any instructions or directions provided by MINIMO SKIN ESSENTIALS and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC Guides. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. Further, under no circumstances shall Influencer obscure, delete, modify or in any way alter the required FTC approved language. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.
Note that while MINIMO SKIN ESSENTIALS may provide required disclosures and recommended promotional verbiage, MINIMO SKIN ESSENTIALS shall not be responsible for any failure by Influencer to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by Influencer to obtain all third party clearances and permissions with respect to Content Influencer posts.
IF Influencer FAILS TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT IS NOT CAPABLE OF CURE AND SHALL RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO Influencer.
In consideration of the Services provided by Influencer and the rights granted to MINIMO SKIN ESSENTIALS with respect to the Content, as further provided herein, Influencer will be compensated as follows:
- $5 commission on all sales by third parties generated using your Promo Code, subject to change by the Company at any time.
Commissions will be paid out monthly based on the previous month’s sales, as long as your commissions earned are at least ten dollars ($10). Commissions will not be paid based on any sales or amounts for any reorders of customers or attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of MINIMO SKIN ESSENTIALS’s trademarks, copyrights, logos or other intellectual property or returned Product. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to the Influencer and any subsequent payment. Commissions are counted and final numbers are deemed final at the sole discretion and decision of MINIMO SKIN ESSENTIALS. MINIMO SKIN ESSENTIALS also reserves the right to change the frequency and dates of the commission payout.
Influencer should clearly advise followers/customers to use the Influencer’s Promo Code to purchase MINIMO SKIN ESSENTIALS Products in order for Influencer to receive commission. While MINIMO SKIN ESSENTIALS makes every reasonable effort to accurately track and pay commissions for all Influencer sales, MINIMO SKIN ESSENTIALS is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other Influencers, or other uncontrollable events that may disrupt or interfere with MINIMO SKIN ESSENTIALS’s ability to track sales or pay commissions. MINIMO SKIN ESSENTIALS has the right to pay commissions to any other person, at its discretion.
Influencer is solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with Influencer’s commissions paid hereunder. MINIMO SKIN ESSENTIALS reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
INTELLECTUAL PROPERTY RIGHTS
Influencer’s Content and Attributes. For the Services which Influencer is providing under these Terms, and without limiting MINIMO SKIN ESSENTIALS’s ownership of the MINIMO SKIN ESSENTIALS Intellectual Property (as defined below) as provided herein, Influencer hereby grants MINIMO SKIN ESSENTIALS the irrevocable, sublicenseable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on MINIMO SKIN ESSENTIALS’s owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Content, including any statements, comments, posts and/or feedback that Influencer provides may be paraphrased, amplified, shortened and/or put into conversational form.
Influencer acknowledges that participation in the Services means MINIMO SKIN ESSENTIALS has the irrevocable right to use Influencer’s Content and include Influencer’s name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and any other indicia or other Influencer attributes in any manner that MINIMO SKIN ESSENTIALS determines supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications.
Influencer’s Rights to MINIMO SKIN ESSENTIALS Intellectual Property and MINIMO SKIN ESSENTIALS Platforms. MINIMO SKIN ESSENTIALS hereby grants Influencer, a non-exclusive, non-transferable, revocable, limited license to use and display MINIMO SKIN ESSENTIALS’s trade name(s), logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “MINIMO SKIN ESSENTIALS Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by MINIMO SKIN ESSENTIALS. Influencer acknowledges MINIMO SKIN ESSENTIALS’s exclusive right, title and interest in and to the MINIMO SKIN ESSENTIALS Intellectual Property and the goodwill pertaining thereto, that any use of the MINIMO SKIN ESSENTIALS’s Intellectual Property by Influencer does not create any ownership, license or other right or interest in or to the MINIMO SKIN ESSENTIALS Intellectual Property by Influencer except as specifically set forth herein and that all use of the MINIMO SKIN ESSENTIALS Intellectual Property by Influencer shall inure to the benefit of MINIMO SKIN ESSENTIALS. Influencer agrees that it shall not, challenge, or assist in any challenge to, the validity or exclusivity of MINIMO SKIN ESSENTIALS’s ownership of the applicable MINIMO SKIN ESSENTIALS Intellectual Property.
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE GOLI PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, GOLI DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE GOLI PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Third Party Licenses
Influencer shall be solely responsible for obtaining, in a form acceptable to and approved in writing by MINIMO SKIN ESSENTIALS, any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third party content incorporated into the Content by Influencer,, as necessary for MINIMO SKIN ESSENTIALS to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to MINIMO SKIN ESSENTIALS all license and publicity rights necessary for MINIMO SKIN ESSENTIALS to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. The Influencer will provide MINIMO SKIN ESSENTIALS with copies of such consents upon its written request.
TERM AND TERMINATION
The terms of these Terms shall begin upon MINIMO SKIN ESSENTIALS’s acceptance of you as a brand Influencer and will end when terminated by either Party in writing (the “Term”). The Terms may be terminated by MINIMO SKIN ESSENTIALS immediately at any time, with or without cause, upon MINIMO SKIN ESSENTIALS’s written notice to Influencer; and by Influencer upon thirty (30) days written notice by Influencer to MINIMO SKIN ESSENTIALS. In the event of cancellation or termination by Influencer for any reason or by MINIMO SKIN ESSENTIALS for a breach by Influencer, in addition to the termination rights hereunder, MINIMO SKIN ESSENTIALS shall be entitled to recover all costs (including attorney’s fees) in the enforcement of MINIMO SKIN ESSENTIALS’s rights hereunder and, if Influencer shall have been paid in advance, MINIMO SKIN ESSENTIALS shall be entitled to a refund of any fees advanced to Influencer; or, as applicable, Influencer shall waive all rights it has hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. MINIMO SKIN ESSENTIALS may terminate these Terms and all other agreements between MINIMO SKIN ESSENTIALS and other brand Influencers if MINIMO SKIN ESSENTIALS elects to cease business operations, dissolve MINIMO SKIN ESSENTIALS or terminate its business. Upon the termination of these Terms, all limited licenses granted to Influencer hereunder shall cease and you shall cease to hold yourself out as brand Influencer of MINIMO SKIN ESSENTIALS.
The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.
MINIMO SKIN ESSENTIALS may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). MINIMO SKIN ESSENTIALS’s Confidential Information includes, without limitation, all non-public or proprietary information and MINIMO SKIN ESSENTIALS Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the MINIMO SKIN ESSENTIALS Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, MINIMO SKIN ESSENTIALS charts, inventions, techniques, marketing, product, business and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that MINIMO SKIN ESSENTIALS is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all MINIMO SKIN ESSENTIALS Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use MINIMO SKIN ESSENTIALS’s Confidential Information for the benefit of anyone other than MINIMO SKIN ESSENTIALS. You agree not to use MINIMO SKIN ESSENTIALS’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or MINIMO SKIN ESSENTIALS’s Intellectual Property would cause substantial and irreparable harm and injury to MINIMO SKIN ESSENTIALS’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, MINIMO SKIN ESSENTIALS shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
During the Term, and for a period of three (3) months thereafter, Influencer agrees not to promote, market or sell skincare products that are competitive with MINIMO SKIN ESSENTIALS’s Products or services. Influencer further agrees, during the Term and for a period of three (3) months thereafter, not to solicit any customers of MINIMO SKIN ESSENTIALS with whom Influencer had a relationship with during the Term to purchase skincare products competitive with MINIMO SKIN ESSENTIALS’s Products.
In providing the Services to MINIMO SKIN ESSENTIALS, you acknowledge and agree that your relationship with MINIMO SKIN ESSENTIALS is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and MINIMO SKIN ESSENTIALS. You are solely responsible for all of your own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that MINIMO SKIN ESSENTIALS will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend MINIMO SKIN ESSENTIALS against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. Influencer agrees to at all times defend, indemnify and hold harmless MINIMO SKIN ESSENTIALS (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/ or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend MINIMO SKIN ESSENTIALS as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by MINIMO SKIN ESSENTIALS in connection with any such claim.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MINIMO SKIN ESSENTIALS OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO Influencer OR ANY THIRD PARTY CLAIMING THROUGH INFLUENCER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT INFLUENCER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL MINIMO SKIN ESSENTIALS’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO INFLUENCER PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
MINIMO SKIN ESSENTIALS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MINIMO SKIN ESSENTIALS’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY MINIMO SKIN ESSENTIALS OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY MINIMO SKIN ESSENTIALS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, MINIMO SKIN ESSENTIALS MAKES NO REPRESENTATION THAT THE OPERATION OF ANY MINIMO SKIN ESSENTIALS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND MINIMO SKIN ESSENTIALS IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances. The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party. MINIMO SKIN ESSENTIALS may modify these Terms at any time and at its sole discretion. These modifications may include, but not limited to changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with MINIMO SKIN ESSENTIALS. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change. Influencer may not subcontract or otherwise assign, transfer or delegate any of its rights, duties or obligations under these Terms. MINIMO SKIN ESSENTIALS may assign, transfer or delegate its rights, duties and obligations hereunder to any third party acquirer of the business of MINIMO SKIN ESSENTIALS, and following such an assignment, transfer and delegation, MINIMO SKIN ESSENTIALS shall have no further duties or obligations hereunder. The Agreement shall be governed in accordance with the laws of the United States and subject to the exclusive jurisdiction of the courts of the judicial district of Deleware, United States. All claims, disputes, or causes of action under these Terms, must be brought in an individual capacity, and shall not be brought as a class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.