This document explains the relationship between “Company” and “Affiliate” (collectively the “Parties”). "Company" is specified as Substance, LLC d/b/a Canvas, an Alabama limited liability company, with its registered office at 508 Mineral Trace, Suite 103, Hoover, Alabama 35244. "Affiliate" is any person or entity that is explicitly invited by Company to participate in its Affiliate Marketing Program. By participating in Company's Affiliate Marketing Program, Affiliate acknowledges and accepts these terms.
Company hereby engages Affiliate during the Term of this Agreement for the nonexclusive services in connection with promoting Company products and content through Affiliate’s social media outlets as outlined below.
Subject to the provisions hereof, Affiliate agrees to render the following services (collectively, the “Content”): Create authentic posts of Affiliate highlighting the full use of Canvas products and post to Instagram, TikTok, Facebook, and any other social media channels controlled by Affiliate.
a.) Posts may include a click-through link to Canvas website for followers to purchase Canvas products. Posts may also include a 10% discount code provided by Company for Canvas products.
b.) The content should be compliant with the terms and conditions of the social media platform being used and comply with the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (“FTC Guidelines”).
Subject to the provisions hereof, the Term of this Agreement shall commence on the date hereof and shall continue on a month to month basis until either party terminates this Agreement through written notice to the other party (the “Term”).
Affiliate shall grant to Company a limited, non-exclusive, royalty free, right and license to feature the Content generated by Affiliate as part of this Agreement, including Affiliate’s name and likeness, on Company’s owned and controlled social media channels and Company website. This usage right and license includes paid and promoted ads on Company owned social media channels and website.
During the Term, Company agrees to pay Affiliate, and Affiliate agrees to accept, in full consideration of the services to be supplied by Affiliate and the use of the results thereof, and all rights granted by Affiliate to Company, the following compensation: TEN PERCENT (10%) of Company sales from purchases made directly through Affiliate’s click-through link or with Affiliate’s discount code. Payment shall be made on a monthly basis. Payments will only be made if the total amount of compensation is at least $100. If the amount is less than $100, then the monthly amount will be credited to the following month’s payment until the total reaches at least $100. Company has the option to payment structure to quarterly payments with written notice to Affiliate. All payments will be made via Paypal.
Both parties agree to keep the terms of this Agreement confidential including, without limitation, the compensation paid to Affiliate and both parties shall not disclose any such terms without Company’s prior written permission. It is understood, however, that Affiliate or Company may disclose the terms of this Agreement to professional counselors employed by Affiliate or Company, such as Affiliate’s or Company’s agent, manager, accountant, and/or attorney, when appropriate.
Affiliate’s status under this Agreement is that of an independent contractor and not an employee or agent of the Company. Affiliate will discharge any and all obligations imposed upon Affiliate by any federal, state or local law, regulation or order, including but not limited to taxes, unemployment compensation and the filing of all returns and reports required of Affiliate and the payment of all assignments, taxes, contributions and other sums required of Affiliate.
Affiliate owns all rights, title and interest in or to any Content produced hereunder. Affiliate represents that Company’s reposting or use of the Content under this Agreement will not infringe the rights of any third party.
a.) Affiliate will indemnify, defend and hold Company and Company’s respective agents and licensees harmless from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees), arising out of any material breach by Affiliate of any representation, warranty or agreement made by Affiliate hereunder or arising out of Affiliate’s acts or omissions.
b.) Company agrees to defend, indemnify and to hold Affiliate harmless from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), resulting from any claims, proceedings or actions (collectively, “Claims”) arising out of Company’s acts or omission or Company’s use of the materials produced hereunder, except to the extent said claims or actions result from Affiliate’s material breach hereunder.
Time is of the essence with regard to performance of this Agreement.
All notices hereunder shall be sent to the other party’s email address or social media messaging service.
Both parties represent and warrant to each other that no person acting on their behalf or under their authority or representation will have any right, interest or claim against or upon the other party for any commission, fee or other compensation as a finder, agent or broker or in any similar capacity
If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision hereof.
The failure by us to exercise rights granted to us herein upon the occurrence of any of the contingencies set forth in this Agreement shall not constitute a waiver of such rights upon the recurrence of such contingency.
This Agreement shall be construed in accordance with the laws of Alabama and represents the entire understanding between both parties regarding Affiliate’s services and supersedes all prior Agreements. No waiver, modification or addition to this Agreement shall be valid unless in writing and signed by the parties to this Agreement.