Influencer Agreement

This agreement (the “Agreement”) is entered into between pacifice-influence influencers as of the Registration Date, each party may be referred to as a party and collectively the parties.

Part 1: Definition 

1.1 “Influencer” is a person or entity who has influence in a niche or market and uses that influence to promote products, services or brands to audiences on their platform.

1.2 "Promotional Content" means any posts, videos, stories or any other digital or physical content created by an Influencer to promote Company products or services.

1.3 “Influencer Fee” means the monetary compensation paid by the Company to an Influencer for promoting its products or services, whether fixed, performance-based or otherwise, as set forth in Exhibit A.

1.4 “Performance Metrics” means any measurable data (likes, shares, comments, conversions, etc.) used to evaluate the effectiveness of Promotional Content.

1.5 “Referral Link” means the unique tracking link that Company may provide to an Influencer for the purpose of tracking referrals and calculating the Influencer Commission.

Section 2 Responsibilities and Obligations

2.1 Influencer Responsibilities: Influencers agree to perform the following responsibilities:

· Influencers agree to create and post promotional content that complies with guidelines established by the Company, ensuring compliance with all applicable laws and regulations;

· Influencers may not make misleading statements or claims about the company’s products or services;

· Influencers must disclose their affiliation with the company in all promotional content and comply with advertising standards and regulations;

Unless otherwise agreed, the Influencer is solely responsible for any costs associated with creating and publishing Promotional Content.

2.2 Company Responsibilities: The Company agrees to perform the following responsibilities:

·The Company will provide influencers with relevant product information, brand guidelines and, if necessary, the products themselves to create promotional content;

·The Company will provide any necessary training and support to the influencer to facilitate effective promotion;

· The Company will track the performance of promotional content using referral links and other performance metrics and share performance results with influencers; and

The Company will compensate the Influencer in accordance with the terms set forth in Exhibit A.

Part 3: Influencer Fees

3.1 Fee Structure: The Company will compensate Influencers according to the structure detailed in Appendix A, which may be a fixed fee, a performance-based fee, or a combination of both.

3.2 PAYMENT FREQUENCY AND SCHEDULE: The Company will issue payments upon publication of the Promotional Content and/or as agreed upon in Exhibit A.

3.3 Deductions and Adjustments: The Company reserves the right to adjust Influencer fees in the event of non-compliance with Content Guidelines, brand misrepresentation, or Influencer’s violation of this Agreement.

3.4 Reporting: The Company will provide the Influencer with a performance report detailing performance metrics and any adjustments made to the Influencer’s fees.

3.5 Taxes: The Influencer is responsible for any taxes associated with collecting the Influencer Fee.

3.6 Dispute Resolution: If there is any dispute about the calculation or payment used by online influencers, both parties will cooperate in good faith to resolve the issue. If an internal resolution cannot be reached, the matter will be resolved through a mutually agreed upon third party mediator.

3.7 Changes in Terms and Conditions: The Company may amend the terms and conditions of the Influencer Fees mentioned in Annexure A, exercising its discretion but ensuring that reasonable notice is given to the Influencers.

Section 4: Confidentiality

4.1 Definition: "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Recipient") that is either designated as Confidential Information at the time of disclosure or otherwise, depending on the nature of the information and the circumstances of the disclosure should be reasonably understood to be confidential information. Confidential information may include, but is not limited to, business plans, customer lists, financial information, marketing strategies, non-public information related to products or services, and other proprietary information.

4.2 Confidentiality: The receiving party agrees to keep all confidential information strictly confidential. The Receiving Party shall not disclose or provide any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party will use the Confidential Information solely to perform its obligations under this Agreement.

4.3 Exceptions: The obligations under this Section shall not apply to any Confidential Information that: was lawfully known to the Receiving Party at the time of disclosure; was disclosed to the Receiving Party by a third party authorized to disclose; became publicly available through no fault of the Receiving Party; or was The Receiving Party developed it independently without use or reference to the Disclosing Party’s Confidential Information.

4.4 Required Disclosure: If the Receiving Party is required by law, court order or any governmental or regulatory authority to disclose any Confidential Information, prompt written notice of such requirement shall be given to the Disclosing Party prior to disclosure and, where possible, adequate Time to object to disclosure.

4.5 Return of Confidential Information: Upon termination of this Agreement, or upon request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information and all copies, annotations or excerpts thereof, unless retention is required by law.

4.6 Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of Confidential Information will survive the termination of this Agreement and will continue until the Confidential Information becomes public knowledge and is not due to a breach of this Agreement by the Receiving Party.

Section 5: Intellectual Property Rights

5.1 Ownership: Influencer acknowledges that Company and its licensors own all right, title and interest in and to the Services, Products and all intellectual property rights thereto. Nothing in this Agreement gives Influencer any right, title or interest in or to the Services, Products or any related Trademarks, other than the right to sell or service the Services under this Agreement.

Section 6: Term and Termination

6.1 Term: This Agreement shall commence on the date first specified above and shall continue indefinitely unless and until terminated by either party.

6.2 Termination without cause: Either party may terminate this Agreement without cause by giving thirty (30) days’ prior written notice to the other party. After termination without cause, the terminating party is not obliged to provide a reason for the termination.

6.3 Termination for cause: Either party may terminate this Agreement immediately upon written notice if the other party:

· Breach any material term or condition of this Agreement and fail to cure such breach within thirty (30) days after receipt of written notice, unless such breach cannot be cured within thirty (30) days, in which case In the event, the breaching party shall promptly commence such remedies upon receipt of such notice and continue to pursue such remedies until completion;

· Become the subject of voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership or similar proceedings, or otherwise cease operations; or

·Failure to comply with any applicable law or regulation that could harm the reputation or business of another party.

6.4 Termination Effect: When this Agreement is terminated or expires for any reason:

·The rights granted to Influencer under this Agreement will terminate immediately;

·The influencer must immediately cease all promotion of the company’s products or services; and

·Any fees owed to either party upon termination or expiration will be payable in accordance with the terms of this Agreement.

6.5 Survival: The rights and obligations of the parties set out in this Clause 6 and the performance of any rights, obligations or requirements of the parties under this Agreement are, by their express terms or nature and context, intended to survive the termination or expiration of this Agreement. , will survive any such termination or expiration.

Section 7: General Provisions

7.1 Entire Agreement: This Agreement, including any attachments and appendices, contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter hereof.

7.2 Amendment: This Agreement may only be amended, modified or supplemented by a written agreement signed by the parties.

7.3 Waiver: No waiver by either party of any provision of this Agreement will be effective unless expressly stated in writing and signed by the waiving party. No waiver by either party shall operate or be construed as a waiver of any failure, breach or default not expressly identified in such written waiver.

7.4 Indemnification: Each party agrees to indemnify and hold the other party harmless from any claims, losses, damages, liabilities or expenses arising out of the indemnifying party's negligent or intentional acts or omissions.

7.5 Severability: If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement and shall not render such term or provision invalid or unenforceable in any other jurisdiction.

7.6 Independent Contractor Relationship: It is understood that Influencers are independent contractors and not agents, partners or employees of the Company. Influencers have no authority to enter into any agreements or obligations on behalf of the Company.

7.7 Non-Exclusive: The relationship between Company and Influencer is non-exclusive. Unless otherwise provided in this Agreement, each party is free to enter into similar agreements with other parties.

7.8 No Assignment: Influencer may not assign or transfer this Agreement, or delegate its obligations hereunder, without Company’s prior written consent.

7.9 Dispute Resolution: If there is any dispute arising out of or related to this Agreement, the parties agree to negotiate in good faith to resolve the dispute. If the parties are unable to resolve a dispute, they agree to submit the dispute to mediation before resorting to litigation.

7.10 Counterparties: This Agreement may be signed by Counterparties and each copy shall be deemed an original, but all such counterparts together shall be deemed to be the same Agreement. Delivery of a signed copy of this Agreement by fax, email or other electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 

According to this agreement, both parties are considered to have officially signed this agreement and agreed to abide by its terms starting from the registration date.