Rachel's Tea Influencer/Affiliate Contract
The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:
CONFIDENTIAL INFORMATION
Confidential Information includes any proprietary or business-related information shared by Rachel's Tea, including, but not limited to, business plans, trade secrets, financial information, customer lists, and technical data.
Confidential Information does not include:
- Information that becomes public through no fault of the Recipient.
- Information lawfully received from a third party without confidentiality obligations.
- Information independently developed by the Recipient.
- Information disclosed by law.
PROTECTION OF CONFIDENTIAL INFORMATION
The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner through the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset that provides the Owner with a significant competitive advantage and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:
- No Disclosure. The Recipient will hold all Confidential Information in confidence and will not disclose it to any third party without the Owner's written permission.
- No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without prior written consent from the Owner.
- Unauthorized Use. The Recipient must immediately notify the Owner if they become aware of any unauthorized disclosure or use of the Confidential Information.
- Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information to perform their job duties in connection with the limited purpose of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.
RETURN OF CONFIDENTIAL INFORMATION
Upon written request by Rachel's Tea, the Recipient must return all materials containing Confidential Information and provide a written certification that all information has been returned or deleted.
RELATIONSHIP OF PARTIES
This Agreement does not create any partnership, joint venture, or employment relationship between Rachel's Tea and the Recipient.
NO WARRANTY
The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. The Owner makes no warranties express or implied, to the Confidential Information and expressly disclaims all implied warranties of merchantability and fitness for a particular purpose. In no event shall the Owner be liable for any direct, indirect, special, or consequential damages in connection with or arising out of the performance or use of any portion of the Confidential Information. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.
LIMITED LICENSE TO USE
The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at all times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of this Agreement.
Intellectual Property
The Recipient does not gain any ownership or intellectual property rights to the Confidential Information.
INDEMNITY
Both parties agree to indemnify each other against any third-party claims arising from the breach of this Agreement.
TERM
This Agreement remains in effect for 2 Years from the effective date or until Rachel’s Tea releases the Recipient from confidentiality obligations. The obligation to protect Confidential Information received during the term shall continue indefinitely.
GENERAL PROVISIONS
Any changes to this Agreement must be made in writing and signed by both parties. This Agreement is governed by the laws of the United States. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times under the terms of this Agreement. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement remain in full force and effect and construed to best effectuate the original intent and purpose of this Agreement.
WHISTLEBLOWER PROTECTION
This Agreement complies with the Defend Trade Secrets Act, providing civil or criminal immunity to employees who disclose trade secrets in confidence.
Non-Disclosure Agreement CHECKLIST
Make It Legal™
Follow these steps to complete your agreement with Rachel's Tea:
- Sign the Agreement. The agreement can be signed online by checking the box and entering your name at the end of the page. It will become effective as of the date specified in the agreement.
- Everyone Gets a Copy. Once signed, you and Rachel’s Tea will receive a copy of the agreement. Signing the document online will save a secure copy in your account for future reference.
INFLUENCER MARKETING AGREEMENT
This Agreement is between Rachel's Tea ("Company") and the affiliate signing below ("Influencer"). The effective date of this Agreement is the date of signing, and the Agreement will continue until terminated by either party by the terms below.
Services Provided
The Influencer agrees to provide media advertising, marketing, promotion, and related influencer services for Rachel's Tea. The exact details of the services will be determined in collaboration with the Company.
Content Creation & Schedule
The Influencer will create and deliver content according to a mutually agreed-upon schedule. Content will be submitted for approval to the Company 15 Working days before the agreed posting date.
Content Approval
All content must be approved by Rachel’s Tea before it is posted. The Influencer agrees to make any requested changes to the content and resubmit for final approval before the scheduled posting.
Content Format
The content created under this Agreement will be delivered in the following formats:
- Blog Posts. Written articles or reviews about Rachel's Tea products, detailing benefits, features, and personal experiences to attract potential customers.
- Social Media Posts. Promotional posts, stories, and reels are shared on platforms like Instagram, Facebook, Twitter, and TikTok, highlighting Rachel's Tea products and encouraging engagement.
- Videos. Video content such as unboxings, tutorials, product reviews, and testimonials to be shared on platforms like YouTube, Instagram, and other video-sharing sites.
- Email Newsletters. Promotional content that can be included in newsletters, including product spotlights, discounts, and affiliate links.
- Banners & Ads. Digital banners or ads used on personal websites or blogs to drive traffic to Rachel's Tea’s website.
- Infographics. Visual content that provides engaging, easy-to-understand information about the benefits and features of Rachel's Tea products.
Content Guidelines
All content must align with Rachel’s Tea branding and guidelines. The Influencer agrees to adhere to any specific directions provided by the Company regarding tone, style, and presentation.
Exclusive Rights to Content
Rachel's Tea will have the exclusive rights to any content created under this Agreement. The Company may republish, modify, and use this content globally in any format without additional compensation beyond what is agreed in this contract.
Work Product Ownership
While the Influencer retains ownership of all content created, Rachel’s Tea will have the right to use and modify the content as needed for promotional purposes without further compensation.
Payment
The payment amount for services provided by the Influencer will be determined and agreed upon before starting the collaboration. No additional payments or compensation will be made unless otherwise agreed upon in writing.
Invoicing
Influencer will submit invoices to the Company via email. Payments will be processed within 15 Working Days from the date of receiving a valid invoice.
Force Majeure
Neither party will be liable for any delays or failure in performance due to causes beyond their control, such as natural disasters, wars, pandemics, or technical failures.
Entire Agreement
This Agreement constitutes the entire understanding between Rachel's Tea and the Influencer. It supersedes all previous agreements or communications, both written and oral, regarding this partnership.
INFLUENCER MARKETING CONTRACT CHECKLIST
Make It Legal™
Follow these steps to complete your agreement with Rachel's Tea:
- Sign the Agreement. The agreement can be signed online by checking the box and entering your name at the end of the page. It will become effective as of the date specified in the agreement.
- Add Attachments. If there are any attachments related to the agreement (such as additional terms or documents), make sure to attach them when submitting the agreement.
- Legal Questions? An Influencer Marketing Agreement is a legally binding document once signed. If you have any questions about the contract, we recommend consulting a legal professional.
- Everyone Gets a Copy. Once signed, you (the Influencer) and Rachel’s Tea will receive a copy of the agreement. Signing the document online will save a secure copy in your account for future reference.
Independent Contractor Agreement
This Agreement ("Agreement") is made effective as of signing date, by and between Rachel's Tea ("Recipient"), and ("Contractor"). In this Agreement, the party who is contracting to receive the services shall be referred to as the "Recipient," and the party providing the services shall be referred to as the "Contractor."
Description of Services
Beginning on the signing date, the Contractor will provide the following services (collectively referred to as the "Services"):
- Promote Rachel's Tea Products. The Affiliate will promote Rachel's Tea products through various channels such as personal websites, social media platforms, blogs, or other digital platforms using referral links, banners, and marketing materials provided by Rachel's Tea.
- Generate Sales. The Affiliate will actively generate sales by referring potential customers to Rachel's Tea’s website using their unique referral link.
- Comply with Guidelines. The Affiliate will comply with all affiliate marketing guidelines and best practices, including proper use of marketing materials, ensuring accuracy in representations, and adhering to Rachel's Tea branding guidelines.
- Content Sharing (if applicable). The Affiliate may share content about Rachel's Tea products, including reviews, testimonials, or promotional content, in line with the company's brand image.
- Tracking Performance. The Affiliate will track their performance through the provided affiliate dashboard, monitoring sales, commissions, and customer engagements.
- Respect Confidentiality. The Affiliate must protect any confidential information about Rachel's Tea, including but not limited to pricing, marketing strategies, and customer information, as outlined in the agreement.
Payment for Services
The Recipient will compensate the Contractor for the Services upon completion, no later than 15 Working Days.
No additional fees or expenses will be paid to the Contractor unless approved in advance by the Recipient in writing. The Contractor is solely responsible for all applicable taxes, including Social Security contributions, disability insurance, unemployment taxes, and other payroll taxes.
Term and Termination
This Agreement begins on the date of signing and will continue until terminated by either party. Either party may terminate this Agreement with or without cause by providing written notice to the other party. The Recipient cannot assign any services to the Contractor beyond those specified in this Agreement unless mutually agreed upon in writing.
Relationship of Parties
The Contractor is an independent contractor and is not an employee of the Recipient. The Recipient will not provide any fringe benefits, including health insurance, paid vacation, or other employee benefits.
Recipient's Control
The Recipient has no right to control how the Contractor performs the Services, only the final result of the Contractor’s work. The Contractor will perform the Services without direct supervision.
Professional Capacity
The Contractor is a professional responsible for using their own methods and business practices to perform the Services. The Contractor will not receive training from the Recipient.
Personal Services Not Required
The Contractor is not required to personally render the Services and may hire others to complete the work without the Recipient's knowledge or consent.
No Location on Premises
The Contractor will not work at the Recipient's premises and will not use any equipment provided by the Recipient. The Contractor’s services will not be integrated into the core of the Recipient’s business.
No Set Work Hours
The Contractor is free to set their work hours and is not required to work full-time or track hours for the Recipient.
Expenses Paid by Contractor
All business and travel expenses incurred by the Contractor will be paid by the Contractor, not the Recipient.
No Right to Act as Agent
The Contractor is not an agent of the Recipient. The Recipient retains the right to oversee the work to ensure it complies with the terms of the Agreement but does not have the right to stop or alter the work unless it is non-compliant.
Entire Agreement
This Agreement constitutes the entire understanding between the parties, and no modifications will be valid unless made in writing and signed by both parties.
Waiver of Breach
Any waiver of a breach of this Agreement by the Recipient shall not be construed as a waiver of any subsequent breaches.
Severability
If any part of this Agreement is held to be invalid or unenforceable, the remaining portions will still be enforceable. Any modifications required by law will be deemed limited and enforced as such.
Applicable Law
This Agreement will be governed by and interpreted under Missouri, United States laws.
Signatories
This Affiliate Agreement is entered into between Rachel's Tea ("Company") and ("Affiliate"). By signing this Agreement, the Affiliate agrees to adhere to all the terms and conditions set forth by Rachel's Tea. This Agreement becomes effective as of the date of the Affiliate's signature.
Arbitration Agreement
This Arbitration Agreement ("Agreement") is made between Rachel's Tea ("Company") and the affiliate signing below ("Affiliate"). By signing this Agreement, both parties agree to refer any disputes to arbitration rather than pursue court litigation.
WHEREAS the parties have been conducting business under the affiliate program of Rachel's Tea, the parties agree as follows:
Matters Referred to Arbitration
The parties agree to refer any disputes, claims, or controversies related to the affiliate agreement, the services provided, or any other business dealings between the parties, to arbitration.
Agreement to Arbitrate
In the event of any disputes arising between the parties, both parties agree to waive their right to litigate these matters in court. Instead, all disputes will be resolved through binding arbitration.
Arbitration Rules
The arbitration will be conducted through the American Arbitration Association, and the parties agree to abide by the Commercial Arbitration Rules of the American Arbitration Association.
Binding Arbitration
It is agreed that all claims and disputes arising from or related to this Agreement will be settled by binding arbitration. The arbitrator will be selected mutually by both parties under the rules of the American Arbitration Association.
Arbitration Award
Any decision or award made by the arbitrator will be in writing. The award may be confirmed in a court of competent jurisdiction, and both parties agree to abide by the arbitrator’s decision.
Affiliate Agreement
This Affiliate Agreement ("Agreement") outlines the terms of the affiliate relationship between Rachel's Tea ("Company," "we," "us," or "our") and the individual signing below ("Affiliate," "you" or "your") as part of Rachel's Tea's Affiliate Program. By agreeing to the terms, the Affiliate acknowledges and accepts the responsibilities and benefits of the program.
Definitions
- Completed Transaction. A successful order was made by a customer on Rachel’s Tea’s website through the Affiliate’s referral, which has been delivered, with no returns within 30 days, and fully paid for.
- Customer. An individual who purchases from Rachel's Tea after clicking on the Affiliate's link.
- Links. Any banners, buttons, or referral links provided to the Affiliate by Rachel's Tea for directing customers to the site.
- Net Sale Price. The total purchase amount from the customer, minus taxes, shipping, discounts, or fees (such as transaction and currency conversion fees).
Affiliate Site and Responsibilities
The Affiliate is responsible for maintaining its website(s) or social media accounts (collectively, "Affiliate Site") by applicable laws and regulations. The Affiliate agrees to:
- Display Rachel's Tea Links accurately without modification.
- Place Links provided by Rachel’s Tea on the Affiliate Site as directed.
- Comply with the terms and conditions of this Agreement.
Rachel's Tea reserves the right to monitor the Affiliate Site for compliance and may withhold compensation if links are improperly installed or altered.
Compensation
The Affiliate will be compensated based on the Net Sale Price of Completed Transactions referred through the Affiliate Site. Compensation (the "Fee") will follow the terms outlined in the attached Schedule of Fees. Payment will be made on or before the last day of the month for Completed Transactions recorded in the prior month.
Conditions:
- Fees may be offset by any discounts, chargebacks, or refunds.
- Rachel’s Tea reserves the right to decline a purchase for any reason, in which case no Fee is owed.
Payment Minimum:
- No Minimum Payout. All Fees will be paid monthly without a minimum threshold.
Management Fee:
- No Management Fee. There is no additional management fee.
Order Fulfillment and Customer Information
Rachel's Tea is responsible for order fulfillment and customer service for all sales made through the Site. Customer information and sales data remain the property of Rachel's Tea. The Company may also collect and process information about the Affiliate for tax and other requirements.
Limited License
Rachel’s Tea grants the Affiliate a limited, non-exclusive license to use the Links and trademarks ("Marks") solely for promoting Rachel’s Tea. The Affiliate:
- May not alter, modify, or misrepresent the Links or Marks.
- Must remove all Links and Marks upon termination of this Agreement.
- Comply with the terms and conditions of this Agreement.
Intellectual property rights for the Marks belong exclusively to Rachel's Tea, and any goodwill generated from their use benefits Rachel's Tea.
Representations and Warranties
The Affiliate represents and warrants that:
- They are legally authorized to enter this Agreement.
- They own or control their Affiliate Site.
- The Affiliate Site complies with all applicable laws and does not promote or display harmful or inappropriate content.
Disclaimer of Warranties
Rachel's Tea makes no warranties regarding its website or services. The Site is provided "as is" without any guarantee of uptime, accuracy, or functionality. Rachel’s Tea disclaims all implied warranties to the maximum extent allowed by law.
Limitation of Liability
Rachel's Tea is not liable for any indirect, incidental, or special damages, including lost profits or business opportunities, arising from participation in the Affiliate Program. Total liability under this Agreement is limited to the Fees paid to the Affiliate.
Term and Termination
This Agreement will continue until terminated by either party. Upon termination:
- The Affiliate must immediately remove all Links and Marks from their Affiliate Site.
- No additional Fees will be paid for transactions occurring after termination.
Rachel’s Tea may terminate this Agreement if the Affiliate breaches any terms, without further Fee payment obligations.
Independent Contractor Status
The Affiliate is an independent contractor, not an employee or agent of Rachel's Tea. The Affiliate is solely responsible for their taxes and insurance.
Confidentiality
The Affiliate agrees to hold any confidential information shared by Rachel's Tea in strict confidence and not disclose it to any third party without written consent from Rachel's Tea. Confidential information includes, but is not limited to, business strategies, pricing, customer data, and proprietary software. This obligation extends beyond the termination of this Agreement.
Exceptions to confidentiality include:
- Information that becomes public through lawful means.
- Information previously known to the Affiliate or disclosed by a third party without confidentiality restrictions.
- Information was disclosed due to legal obligations, with Rachel’s Tea notified in advance.
Waiver
The Affiliate waives any claims against Rachel's Tea for:
- Instances when the website is temporarily unavailable.
- Errors or inaccuracies on the website.
- Suspension or termination of the Affiliate’s account.
- Adjustments to this Agreement.
- Website downtimes or access issues.
- Withholding or deductions on Fees due to taxes or regulatory compliance.
The Affiliate is responsible for securing their account credentials. Any unauthorized access caused by failure to secure credentials is at the Affiliate’s risk. The Affiliate also waives the right to bring class or collective actions and agrees to resolve disputes individually.
Indemnification
The Affiliate agrees to indemnify and hold Rachel's Tea, its affiliates, and employees harmless from any claims or liabilities arising from:
- Misrepresentation or breach of the Agreement.
- Non-compliance with laws or the Agreement by the Affiliate or their representatives.
- Intellectual property or privacy infringements by the Affiliate or their representatives.
- Any taxes or fees related to the Affiliate’s employees or contractors.
- Use of the Affiliate Site that violates third-party intellectual property rights.
The Affiliate will cover costs for any lawsuits or claims against Rachel's Tea related to the Affiliate’s activities. If the Affiliate does not assume control of a legal defense, Rachel's Tea reserves the right to do so at the Affiliate’s expense.
Assignment and Successors
The Affiliate may not assign this Agreement to another party. This Agreement is binding upon successors, permitted assigns, and representatives of Rachel's Tea and the Affiliate.
Governing Law
This Agreement shall be governed by the laws of Missouri, United States, without regard to conflicts of law principles.
Dispute Resolution
The parties agree to resolve all disputes arising from this Agreement as follows:
- Court Litigation. The parties consent to exclusive jurisdiction in the courts of the State of Missouri, United States.
- Mediation. Disputes will first be submitted to mediation under the American Arbitration Association's rules.
- Arbitration. Disputes will be settled exclusively by binding arbitration. The arbitrator may award reasonable costs and attorney’s fees to the prevailing party.
- Mediation then Arbitration. Disputes will first be mediated, and unresolved disputes will then proceed to binding arbitration.
Equitable Relief:
The Affiliate will cover costs for any lawsuits or claims against Rachel's Tea related to the Affiliate’s activities. If the Affiliate does not assume control of a legal defense, Rachel's Tea reserves the right to do so at the Affiliate’s expense.
Waiver of Jury Trial
Both parties voluntarily waive the right to a jury trial in any legal action or proceeding related to this Agreement, to the fullest extent allowed by law. This waiver applies to any claims or disputes arising from this Agreement, whether based on contract, tort or otherwise.
Remedies
All rights, remedies, and obligations specified in this Agreement are cumulative and can be used in addition to any other legal or equitable remedies available. This Agreement is binding upon the parties and their respective successors and assigns.
Force Majeure
Rachel's Tea is not liable for any delay or failure to fulfill obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, civil unrest, natural disasters, or other unforeseen events.
Interpretation
The terms of this Agreement are not to be interpreted against any party as the drafter. English is the controlling language for this Agreement. Section headings are provided for convenience and do not limit the interpretation of any section. Terms defined in singular form will apply to both singular and plural forms, and all pronouns shall include the corresponding masculine, feminine, and neutral terms.
Counterparts
This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all counterparts together constitute the same agreement.
Severability
If any provision in this Agreement is deemed unenforceable, the remainder of the Agreement will continue to be valid. Where possible, an unenforceable provision will be modified to reflect its intent while remaining enforceable.
Amendments
Rachel's Tea reserves the right to modify or amend the terms of this Agreement by posting changes on the website and notifying the Affiliate via email. Changes take effect 30 days after posting or email notification. Any accrued fees and obligations prior to modification remain unchanged.
Entire Agreement
This Agreement constitutes the entire understanding between Rachel’s Tea and the Affiliate regarding the affiliate relationship and supersedes any prior agreements or discussions, whether oral or written, related to this subject.