Creator Agreement
Terms and conditions
This Influencer Agreement (the "Agreement") is entered into between:
Rains ApS, Jens Olsens Vej 13, 8200 Aarhus N, Denmark, VAT number 34476187, (the "Company"); and
The Influencer/creator (the “influencer”),
(individually referred to as a "Party" and collectively as the "Parties").
1. BACKGROUND AND PURPOSE
1.1 The Influencer has built a universe and a group of followers on their platform(s), and the Company wants the Influencer to market and promote the Company's product(s) in alignment with the given description hereof provided by the Company.
1.2 The purpose of the Agreement is to regulate the relationship between the Parties with regards to the Influencer's marketing of the Company's products on the Influencer's platform(s).
2. TERM
2.1 This Agreement shall run for a specified term as determined by the Company (the "Term of the Agreement"). The Agreement shall automatically terminate without further notice when the specified term has ended.
3. INFLUENCER'S SERVICES
3.1 The Influencer shall market and promote the Company's products (the "Products") on the Influencer's Social Media platform as specified by the Company in a presentable manner by producing posts and/or content including video, image and text material content (the "Posts") and publishing them in accordance with the provided specifications when determined by the Company (the "Influencer's Services").
3.1.1 Posts shall include references to the Company as determined on a case by case basis – ultimately decided by the Company.
4. FEE AND PAYMENT
4.1 The Influencer will receive payment for the Services as specified by the Company.
4.2 No royalty or other compensation shall be paid for use of the Influencer's Services after the Term of the Agreement.
4.3 The Influencer is responsible for his/her own compliance with applicable law and regulations concerning VAT and other taxes/duties, including as regards registration, reporting and payment of such amounts.
5. RIGHTS
5.1 The Parties agree that the Influencer is the owner of all rights, including intellectual property rights, in the Influencer's Services pursuant to the Agreement.
5.2 Upon receival of the Products from the Company, the Influencer grants the Company, as well as the Company’s subsidiaries a perpetual, non-transferable, exclusive right of use and make chances to the Influencer's Services, which entails that the Company may use the Influencer's Services to market its Products and business both during and after the Term of the Agreement, including, inter alia, by sharing and publishing the Influencer's Services on all of the Company's own platforms, the Company's website(s) and social media(s) and similar sales and marketing channels on both paid and organic channels. However, the Influencer must be credited for the Company's use of the Influencer's Services.
6. RELATIONSHIP BETWEEN THE PARTIES
6.1 The Influencer shall not in any way act as or be perceived as an employee of the Company but solely as an independent business partner.
7. LOYALTY
7.1 The Influencer shall not, during or after the Term of the Agreement, discredit or otherwise refer to the Products or the Company in a derogatory manner.
8. CONFIDENTIALITY
8.1 Each Party must observe complete confidentiality in every respect regarding any information and documentation, etc. about the other Party obtained in relation to the Agreement and the Services.
9. INFLUENCER'S OBLIGATIONS
9.1 It is agreed between the Parties that it is the sole responsibility of the Influencer to ensure that the Influencer's Services comply with relevant legislation in force from time to time.
9.2 The Influencer warrants that the Influencer's Services, including the individual parts of the Influencer's Services, do not infringe the rights of third parties or contravene the relevant legislation in force from time to time.
9.3 The Influencer must ensure that the publication of the Influencer's Services clearly indicates that it is an advertisement for the Company. Depending on the country in which the Influencer conducts his/her business, the post shall clearly (in writing) state "Advertisement for @Company" at the beginning of the published content in the national language.
9.4 If the advertisement is aimed at children and young people under 18 years of age, the Influencer must write "ADVERTISEMENT for @Company" in the national language at the beginning of the published content.
9.5 To avoid any doubt, the Influencer shall be responsible to comply with national legislation regarding the stating of advertisement.
9.6 If the Company considers that the Influencer's Services are in breach of the above, the Influencer is obliged to remove the relevant part of the Influencer's Services immediately at the Company's request.
10. DATA PROTECTION
10.1 In connection with the execution of the Creator Agreement, personal data may be processed in order to fulfill the contract and in order for Rains to fulfill legal requirements cf. General Data Protection Regulation (EU) 2016/679 art. 6.1.b and art. 6.1.c.
10.2 Processed personal data might include contact information (name, address, telephone number, and e-mail).
10.3 Personal Data will be collected and processed by:
Rains ApS
Jens Olsens Vej 13, 8200 Aarhus N, Denmark
CVR 34476187
Phone: (+45) 719902516
E-mail: mail@rains.com
10.4 In some cases, the personal data will be disclosed to other independent data controllers, such as a freight company, in order for Rains to send the Products.
10.5 Personal data is processed with appropriate security and kept only as long as necessary in order to execute the Agreement.
10.6 Please refer to RAINS’ Privacy Policy for specifications on, for instance, transfer of your data and your rights in relation to the processing.
11. BREACH AND REMEDIES
11.1 The rights and remedies under applicable law are available to each Party, except as otherwise set out in the Agreement.
11.2 In case of material breach, the Parties may terminate the Agreement with immediate effect. Material breach includes a breach of the confidentiality or loyalty obligation or the Influencer's obligations under the Agreement. The Influencer's actions or conduct that may have a detrimental effect on the Company's reputation shall also be deemed to be a material breach.
11.3 The Parties' rights to the Influencer's Services are not in any way affected by termination of the Agreement.
12. LIMITATION OF LIABILITY
12.1 Regardless of the basis on which a claim is made and regardless of the degree of negligence, the Company shall not be liable for indirect loss or consequential damages such as loss of business, loss of profits, loss of data or costs in connection with its restoration, loss of goodwill, loss of anticipated savings or the like.
13. ASSIGNMENT
13.1 The Influencer cannot assign the rights and obligations under this Agreement.
14. GOVERNING LAW AND VENUE
14.1 This Agreement is governed by and shall be interpreted pursuant to Danish law, except for (a) any rules leading to the application of other legislation than Danish and (b) the UN Convention on Contracts for the International Sale of Goods (CISG).
14.2 Any dispute or claim arising from or in relation to the Agreement shall be settled by a competent court in the Company's venue.
Last updated 10.02.2023.