|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
TEAM JOHNSON, LLC. INDEPENDENT INFLUENCER AGREEMENT
This Independent Influencer Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below April 1, 2020, by and between Team Johnson, LLC (“Team Johnson/Push Journal”), with an address of 28241 Crown Valley Parkway, Laguna Niguel, CA 92677 United States and the influencer identified below (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
The Independent Influencer Program. Independent Influencer agrees to provide to Team Johnson under the terms and conditions of this Agreement, services (the “Services”) in connection with Team Johnson’s Independent Influencer Program (the “Program”). As part of the Services, Independent Influencer will generate and post content (including, without limitation, text, videos and images) regarding Push Journal brand and Push Journal products on Independent Influencer’s dedicated Push Journal page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Independent Influencer agrees to:
Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools and other resources in performing the Services but Team Johnson will provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to his/her Influencer Page and/or Social Channels (such templates and other materials are collectively referred to as the “Push Journal Materials”).
Will be responsible for (i) creating and editing the Content and (ii) either emailing to Team Johnson such Content to upload to the Influencer Page or posting such Content on the Social Channels. All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page subject to prior review by Team Johnson. Team Johnson has the right to remove any Content from the Influencer Page.
It is understood and agreed that Independent Influencer will be an independent contractor, is not and will not be considered an agent or employee of Team Johnson (or any of its affiliates or related entities), and shall have no authority to bind Team Johnson (or its affiliates or related entities) by contract or otherwise.
Independent Influencer agrees that they will not: (i)
Make any derogatory statements about Team Johnson/Push Journal and/or products
Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websitesResell or distribute any Team Johnson/Push Journal products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page.
Promote Push Journal products, the Push Journal brand, or the Program and/or the Influencer Page via any paid media channels.
Promote Team Johnson products, the Push Journal brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate.
Engage in any fraudulent transactions, as reasonably determined by Team Johnson, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.
In consideration for the Services, Team Johnson will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Team Johnson/Push Journal in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Team Johnson from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Push Journal product(s) via the Influencer Page that are made by a method of payment accepted by Team Johnson. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the payouts. The Commission will be calculated solely based on records maintained by Team Johnson using its standard methodologies. Team Johnson will pay Independent Influencer its Commission bi-weekly, commissions due.
Hereunder will be made by Team Johnson to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Team Johnson for purposes of receiving the payments set forth herein. Team Johnson is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Team Johnson, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Team Johnson’s business technology, business relationships, or financial affairs which Team Johnson has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as (i) corporate information, including plans, strategies, method, policies, resolutions, negotiations, or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Team Johnson from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Team Johnson’s prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Team Johnson, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Team Johnson. Independent Influencer will cooperate with Team Johnson and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Team Johnson all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Team Johnson or termination of this Agreement for any reason.
Information of Third Parties. Independent Influencer understands that Team Johnson is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Team Johnson to protect or refrain from use of Confidential Information. Independent Influencer agrees to be bound by the terms of such agreements in the event Independent Influencer has access to such Confidential Information.
Intellectual Property Rights.
Independent Influencer hereby grants to Team Johnson and its subsidiaries, affiliates, licensees, agents, representatives, successors, and assigns:
Unrestricted, fully-paid, royalty-free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
Independent Influencer shall have the revocable, unlimited, perpetual, and worldwide right to use the Content, for Independent Influencer’s promotional purposes, in any and all media now known or hereafter developed.
With respect to Content that portrays Independent Influencer’s face, body, and voice (the “Restricted Materials”), Team Johnson shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.
Independent Influencer hereby grants to Team Johnson and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Team Johnson in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)
Team Johnson/Push Journal Materials and Trademark.
Except for Independent Influencer's limited right to use the Team Johnson Materials solely in connection with performing the Services, Team Johnson retains all right title and interest in the Team Johnson Materials, including all related intellectual property rights. Team Johnson hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display Team Johnson/Push Journal name, website address, logo, and trade names (the “Marks”), solely in connection with performing the Services.
Independent Influencer agrees that any use of the Marks:
Will comply with Team Johnson/Push Journal quality standards and trademark guidelines, which may be provided by Team Johnson to Independent Influencer from time to time.
Will solely inure to the benefit of Team Johnson. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Influencer agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Independent Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Influencer's provision of the Services hereunder. Independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements and that the Content and Other Developments (including, without limitation, social media communications regarding Team Johnson products, the Push Journal brand, and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Independent Influencer Social Channels.
In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the Influencer Page. If Independent Influencer so elects, Team Johnson may link to, and stream content from such Social Channels on its websites, social media channels and in other Team Johnson/Push Journal advertising and promotional materials.
Representations and Warranties.
Independent Influencer represents and warrants that:
He or she is at least 18 years of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Team Johnson Materials;
The Content and Other Developments are Independent Influencer's original work
Use of the Content and Other Developments by Team Johnson will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Team Johnson for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules, and regulations, including the Guides
Independent Influencer shall indemnify and hold Team Johnson, its affiliates and their respective directors, officers, agents, and employees harmless from and against all claims, demands, losses, damages, and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person's contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days prior written notice thereof to the other party. Team Johnson may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice, if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Influencer is not and shall not be deemed an employee, agent, joint venture or partner of Team Johnson/Push Journal, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL TEAM JOHNSON, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “TEAM JOHNSON PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE TEAM JOHNSON PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Team Johnson PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE Team Johnson PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction, and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Orange County, California.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Independent Influencer and Team Johnson agree that it would be impossible or inadequate to measure and calculate Team Johnson’s damages from any breach by Independent Influencer of this Agreement. Accordingly, Independent Influencer and Team Johnson agree that if Independent Influencer breaches this Agreement; Team Johnson will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Independent Influencer and Team Johnson further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and Team Johnson, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Team Johnson to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Team Johnson unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Team Johnson and Independent Influencer, this Agreement constitutes the entire agreement between Independent Influencer and Team Johnson with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Influencer without the express written consent of Team Johnson. Team Johnson may assign any or all of its rights and obligations under this Agreement without Independent Influencer's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Team Johnson's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
For Qualifying Orders in a calendar month, Team Johnson will pay to Independent Influencer commission payments in accordance with the following table, with the exception that Team Johnson could have promos that could go to higher percentages as an incentive, all details of such promos to be at Team Johnson's sole discretion and communicated to Independent Influencer in due time:
10% of Net Revenue
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Team Johnson/Push Journal Products that are purchased pursuant to such Qualifying Order.
Your privacy is important to PushJournal.com. Please read this privacy notice carefully as it contains important information on who we are, how and why we collect, store, use, and share personal information, your rights in relation to your personal information, and on how to contact us and supervisory authorities in the event you have a complaint.
Who We Are;
Team Johnson LLC, doing business as Push Journal collects, uses, and is responsible for certain personal information about you.
Children’s Online Privacy Protection Act
This website and any products and services offered herein are not intended for persons under the age of 13. PushJournal.com does not knowingly collect information from anyone under 13 years of age. PushJournal.com prohibits children under the age of 13 from using all interactive portions of this website, including leaving any comments, filling out forms, or otherwise submitting information. PushJournal.com will not knowingly collect personally identifiable information from children under 13. If PushJournal.com learns it has any information or content from anyone under the age of 13, it will delete that information.
The Personal Information We Collect and Use
Information Collected by Us
PushJournal.com may collect, use, and is responsible for certain personal information that you provide when you voluntarily order a service or product, fill out any type of form, sign up for emails or free gifts, attend an event, register for a webinar, leave comments, access private membership pages, or otherwise contact PushJournal.com via an online form or email. The information collected may include your name, e-mail, address, phone number, and/or billing information. You are not required to provide any personally identifiable information to merely access or visit this website.
If you are located in the European Economic Area (EEA), we are regulated under the General Data Protection Regulation which applies across the European Union (including in the United Kingdom) and we are responsible as controller of that personal information for the purposes of those laws.
How we use your personal information
PushJournal.com collects such information in order to send e-mails, fulfill orders, deliver services and products, complete customer transactions, oversee contests and promotions and improve website performance and customer service.
Who We Share Your Personal Information With
PushJournal.com respects your privacy and will never sell, trade or transfer your personally identifiable information to third parties (beyond what is necessary for fulfilling a customer transaction or for the basic functionality of an online service) without your consent. We do, however, share your name and delivery address details with our third-party suppliers, credit card processors or shipping companies. For a list of our third-party suppliers see link. This data sharing enables them to deliver the goods you ordered directly to you. Those third-party recipients are based outside the European Economic Area. For further information including on how we safeguard your personal data when this occurs, see Transfer of your information out of the EEA.
PushJournal.com may release personal information to enforce its Website Terms and Conditions of Use, other Terms, and Conditions, manage its business, protect users or the general public, or to otherwise comply with legal obligations.
If you give PushJournal.com your permission, it may also use personal identification information for internal or external marketing and promotional purposes.
On occasion, PushJournal.com may collect personal identification information from you in connection with optional contests, special offers, or promotions. PushJournal.com will share such information with necessary third parties for the purpose of carrying out the contest, special offer, or promotion. We will ask for your consent to such disclosure and use of such information, prior to your participation in the contest, special offer, or promotion.
We will not share your personal information with any other third party.
Whether Information Has to Be Provided by You and Why
We do not require you to provide any personal data in order to view our website. We will inform you when we collect it whether you are required to provide the information to us.
How Long Your Personal Information Will Be Kept
We will hold name, address, and contact details for 6 years.
Reasons We Can Collect and Use Your Personal Information
PushJournal.com collects and uses your personal information to send emails, fulfill orders, deliver services and products, complete customer transactions, oversee contests and promotions, and improve website performance and customer service.
Use and Transfer of Your Information Out of the EEA
This website is operated in the United States and third parties with whom we might share your personal information as explained above are also located in the United States. If you are located in the EEA or elsewhere outside of the United States, please be aware that any information you provide will be transferred to the United States. By using this website, participating in any of its services and/or providing your information, you consent to this transfer.
These countries do not have the same data protection laws as the United Kingdom and EEA. While the European Commission has not given a formal decision that the United States provides an adequate level of data protection similar to those which apply in the United Kingdom and EEA, any transfer of your personal information will be subject to a European Commission approved contract as permitted under, Article 46(5) full text here: https://gdpr-info.eu of the General Data Protection Regulation that are designed to help safeguard your privacy rights and give you remedies in the unlikely event of a misuse of your personal information.
If you would like further information, see “How to contact us” below. We will not otherwise transfer your personal data outside of the United Kingdom OR EEA or to any organization (or subordinate bodies) governed by public international law or which is set up under any agreement between two or more countries.
If you want to unsubscribe from receiving emails from PushJournal.com, you may do so at any time. Each email from PushJournal.com includes instructions for unsubscribing from these e-mail communications.
If you are covered by the General Data Protection Regulation, you have a number of important rights free of charge. In summary, those include rights to:
• Fair processing of information and transparency over how we use your use personal information
• Access to your personal information and to certain other supplementary information that this Privacy Notice is already designed to address
• Require us to correct any mistakes in your information which we hold
• Require the erasure of personal information concerning you in certain situations
• Receive the personal information concerning you which you have provided to us, in a structured, commonly used, and machine-readable format and have the right to transmit those data to a third party in certain situations
• Object at any time to processing of personal information concerning you for direct marketing
• Object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you
• Object in certain other situations to our continued processing of your personal information
• Otherwise restrict our processing of your personal information in certain circumstances
You may also have the right to claim compensation for damages caused by our breach of any data protection laws.
For further information on each of those rights, including the circumstances in which they apply, see the Guidance from the UK Information Commissioner’s Office (ICO) on individuals’ rights under the General Data Protection Regulation, available at: https://ico.org.uk/for-organisations/guide-to-the-general-data-protection-regulation-gdpr/individual-rights/ .
If you would like to exercise any of those rights, please:
• Email, call, or write to us
• Provide us enough information to identify you (e.g., user name, e-mail address, registration details)
• Provide us proof of your identity and address (a copy of your driver’s license or passport and a recent utility or credit card bill)
• Provide us with the information to which your request relates
Keeping Your Personal Information Secure
We have appropriate security measures in place to prevent personal information from being accidentally lost, used or accessed in an unauthorized way. We limit access to your personal information to those who have a genuine business need to know it. Those processing your information will do so only in an authorized manner and are subject to a duty of confidentiality.
We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable authorities of a suspected data security breach where we are legally required to do so.
Please note that any comments or information that you post on the website, including the PushJournal.com membership site and social media pages, become public and third parties may use your information. PushJournal.com is not responsible for any unauthorized uses by third parties in such context. You disclose such information at your own risk.
Links to Other Sites
You may see advertising or other content on this website that links to the sites and services of our partners, suppliers, advertisers, sponsors, licensors or other third parties. Any products or services reached through a third-party link are subject to separate privacy policies. PushJournal.com is not responsible for or liable for any content on or actions taken by such third-party websites.
How to Complain
We hope that we can resolve any question or concern you raise about our use of your information.
If you are covered by the General Data Protection Regulation, you may lodge a complaint with a supervisory authority, in particular in the European Union (or European Economic Area) state where you work, normally live, or where any alleged infringement of data protection laws occurred.
Changes to This Privacy Notice
How to Contact Us
Do You Need Extra Help?
If you would like this notice in another format (for example audio, large print, braille) please contact us (see “How to contact us” above).