THIS AGREEMENT GOVERNS PARTICIPATION IN Inner Fire Apparel's Luminary Program (THE “Luminary Program”).
This Luminary Program AGREEMENT (this "Agreement") by and between Inner Fire Apparel’'s ("IF") and participants (“Luminaries”) consists of these terms and conditions and in those in the accompanying attachments. Lumaries and IF are sometimes referred to collectively in this Agreement as the "Parties." "Luminary" means the party registering with Inner Fire Apparel's to participate in the Luminary Program and any officers, directors, employees, affiliates, contractors, subsidiaries, and agents acting on its (or their) behalf, which shall be bound by the terms of this Agreement. "Luminary Media" means websites, media content, and social media accounts.
1. Engagement. IF owns and operates the Luminary Program, a brand ambassador program that regularly offers opportunities for Luminaries to promote the IF brand and participate in opportunities online, in person and via social media.
Luminaries are influencers and instructors in good standing in the yoga community who embody IF’s core values and operate websites and social media accounts on a variety of topics related to Inner Fire's current and future customers.
Both parties agree to collaborate to deliver the following services as specified below and in the Attachments hereto.
2. Services. Inner Fire's will identify and present Luminary Opportunities ("LO") to Luminaries to participate in at the sole discretion of Luminaries. LO include content and media development, sponsorship opportunities, social media campaigns, product reviews and feedback and any other yet identified activity.
Both Luminary and Inner Fire's agree to the following actions in order to execute the LO:
Luminary Agrees to:
(i.) Operate per the terms of this Agreement
(ii.) Select and participate in LO in a timely manner in accordance with instructions and specifications provided by IF
(iii.) Not manipulate Luminary statistics, reports or other types of IF data
(iv.) Participate in Luminary Opportunities on a monthly basis
(v.) Provide a non-exclusive right to IF to use Luminary media created while participating in the Luminary Program. This media must consist of original and non-copyrighted content (unless citations/credits are given).
(vi.) Maintain a good standing in the yoga community, local community and within the Luminary Program community
(vii.) Represent Inner Fire Apparel and the Luminary Program in line with the core values of the Inner Fire Apparel brand
(viii.) Acknowledge that Inner Fire Apparel's gives no representation or warranty as to the volume of LO that may be provided
(ix.) Participation in the Luminary Program is at the sole description of Inner Fire Apparel
Inner Fire Agrees to:
(i.) Provide Luminary with access to Luminary Program
(ii.) Promote Luminaries at Inner Fire Apparel's sole discretion
(iii.) Provide LO for Luminaries
(iv.) Share compensation for participating in LO that Luminaries participates in accordance with provision of Section 3 of this Agreement
3. Compensation and Revenue Share. In consideration of the obligations performed by Luminaries under the terms of this Agreement IF agrees to compensate Influencer with store credit and other compensation at IF’s sole discretion.
4. Term and Termination. This Agreement will continue until terminated by written notification by Luminary or IF. Either party may terminate this Agreement with written notice to the other party. Sections x, y, z shall survive any expiration or termination of this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
5. Indemnification. Luminary shall indemnify, defend and hold harmless IF, its officers, directors, employees, affiliates, contractors, subsidiaries, agents, successors and assigns from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorney’s fees and costs) arising out of or relating to (a) any claim that the advertising and marketing campaign infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person, or (b) any claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with the social media marketing campaign, provided that (i) IF provides Luminary with prompt written notice upon becoming aware of any such claim, (ii) IF reasonably cooperates with Luminary in the defense of such claim, and (iii) Luminary has sole and exclusive control over the defense and settlement of any such claim (provided that any settlement must be approved by both parties).
6. Warranties; Limitation of Liability
6A. Luminary Warranties. Luminary represents and warrants that (a) Luminary has the right and authority to enter into this Agreement; and (b) IF’s exercise of its rights under this Agreement will not conflict with any of Luminary’s other contractual relationships.
6B. IF Warranties. IF represents and warrants that IF has the right and authority to enter into this Agreement.
6C. Limitation of Liability. IF shall not be liable for any indirect, special or consequential damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, arising from or relating to this Agreement, even if such party is expressly advised of the possibility of such damages. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party.