Terms of Use and Privacy Statement

Independent Contractor Agreement for Social Media Influencer

By clicking “I AGREE” you are asserting that you read and understand the following terms and conditions.

1. Parties
This agreement is made between Chela Eyewear and the applicant filling out this application herein referred to as the “Contractor”.  We reserve the right to decline or remove enrollment from our program at our discretion.

2. Services to Be Performed
The Contractor agrees to promote the Chela Eyewear brand, generate sales of Chela
Eyewear products and to participate in the creation of promotional media to such end which will feature the Contractor.

3. Compensation
In consideration for the services to be performed by the Contractor, Chela Eyewear agrees to pay the Contractor a commision of 10% of net sale on all sales completed using the Contractors assigned discount code or unique link. The standard definition of net sales excludes returns.
Chela Eyewear will provide the contractor with a pair of Chela Sunglasses pro bono to familiarize the Contractor with the product and use in promotion of the brand.
The Contractor acknowledges that no other compensation is payable by Chela Eyewear and that all of the Contractor’s compensation will depend on sales made by the Contractor. This agreement will become effective when Chela Eyewear approves the Contractractors application:

4. Creation of Promotional Media
To aid the Contractor in generating sales Chela Eyewear will make professionals available to create professional video or still photography featuring the Contractor. The Contractor will not be responsible for any costs associated with creation of promotional media. Once delivered the Contractor can use the promotional media at the Contractors discretion as long as the obligations for posting outlined in this Agreement are met.

5. Expenses
If the Contractor incurs any expenses while performing the services under this Agreement the Contractor will be solely responsible for those expenses except for those provided by Chela Eyewear outlined above which will be limited to photography or video production expenses and hair and makeup services provided solely at Chela Eyewear’s discretion.

6.  Additional Equipment
The Contractor will furnish all materials, equipment, and supplies used to provide the services required by this Agreement. The equipment necessary may include but are not limited to, a mobile device capable of posting to social media and internet access necessary to post media.

7. Posting Media
The Contractor agrees to post the media created by Chela Eyewear featuring the Contractor to the Contractor’s Instagram account at least once at the beginning of the agreed upon Sales Period and tag the company’s Instagram account.. The media must stay up for a period totalling 90 days.
Beyond the posting requirement outlined in this provision the Contractor has permission to use the media at the Contractors discretion.  Provided the media is used in promotion of the brand or to generate sales and is not disparaging and does not reflect poorly on Chela Eyewear. The Contractor may post the media as much or as little as the Contractor likes to whichever social media platforms the Contractor chooses and may leave the media posted indefinitely.
The Contractor may use her discretion in captioning any media delivered to the Contractor by Chela Eyewear provided it is not disparaging to the brand and does not reflect poorly on the brand. If language used in the caption is deemed offensive or otherwise inflammatory in nature Chela Eyewear reserves the right to demand that the post be taken down at Chela Eyewear’s discretion and Chela Eyewear may terminate this Agreement and sever its ties with the Contractor.
Posts must comply with FTC regulations.  The Federal Trade Commission (FTC) has endorsement rules in place for affiliate/influencer marketing. In short, they want you to disclose that you have a business relationship with us when you promote and post your link. href.When posting or sharing your link, you should make it known to your readers and followers that you will receive compensation if they buy a product via your link. This declaration should be clear and conspicuous (and reiterated as needed). href.
Media delivered to the Contractor remains the property of Chela Eyewear and Chela Eyewear reserves the right to ask the Contractor to pull down any posts and limit use of the media.

8. Sales Period
The Sales Period is a 30 day period agreed upon by Chela Eyewear and the Contractor wherein the discount code and link assigned to the Contractor remains active and sales completed using the assigned discount code or link are attributed to the Contractor and used to calculate the Contractor’s commission.

9. Payment
Payment will be made 31 days after the end of the Contractors sales period once all sales, returns and exchanges of Chela Eyewear products made with the contractors discount code have been settled.

10. Independent Contractor Status
The Contractor is an independent contractor, and neither the Contractor nor anyone the Contractor employs to complete the services required by this Agreement will be deemed employees of Chela Eyewear.
Chela Eyewear will not withhold from the Contractor’s compensation any amount that would normally be withheld from an employee’s pay.

11.  Business Permits, Certificates, and Licenses
The contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.

12. State and Federal Taxes
Chela Eyewear will not:

• withhold FICA (Social Security and Medicare taxes) from the Contractor’s payment or make FICA payments on the Contractor’s behalf
• withhold state or federal income tax from the Contractor’s payment, or

• withhold any other state or federal payroll taxes from the Contractor’s payment or make such contributions on the Contractor’s behalf

The Contractor will pay all taxes incurred while performing services under this Agreement -- including all applicable income taxes and, if the Contractor is not a corporation, self employment (Social Security) taxes.

13. Fringe Benefits
The Contractor understands that neither the Contractor nor anyone the Contractor employs or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Chela Eyewear.

14. Workers’ Compensation
Chela Eyewear will not obtain workers’ compensation insurance on behalf of the Contractor or the Contractor’s employees or agents.  The Contractor agrees to hold harmless and indemnify Chela Eyewear for any and all claims arising out of any injury, disability, or death of the Contractor or any or the Contractor’s employees or agents.

15.  Unemployment Compensation
Chela Eyewear will make no state or federal unemployment compensation payments on behalf of the Contractor or the Contractor’s employees or contract personnel.  The Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

16. Warranties and Representations
The Contractor warrants and represents that:

• The Contractor has the authority to enter this Agreement and to perform all obligations hereunder.
• The Contractor shall abide by all federal, state and local laws and regulations in completing obligations under this Agreement.

17. Indemnification
The Contractor agrees to indemnify and hold harmless Chela Eyewear against any third-party claims, actions, or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Chela Eyewear will provide notice to the Contractor promptly of any such claim, suit, or proceeding.

18. Non-competition
The Contractor agrees not to enter into an agreement with a competing company or promote a competing brand for a period totally 6 months from commencement of the Contractors sales period.  This provision of this clause will extend for a limited time beyond the termination of this Agreement.

19. Term of Agreement
This agreement will become effective when Chela Eyewear approves the Contractractors application and will terminate on the earliest of:

• 90 days from the beginning of the Contractor’s sales period
• The date a party terminates the Agreement as provided below.

20. Termination of Agreement
Each party has the right to terminate this Agreement at anytime. If at any time after the commencement of the services required by this Agreement, Chela Eyewear in it’s sole reasonable judgement, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement Chela Eyewear may terminate this Agreement upon 5 days’ notice to the Contractor. Chela Eyewear shall pay the Contractor commision for all completed sales 40 days after termination.

21. DisputesMediation and Arbitration
If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgement on the arbitration award may be entered in any court that has jurisdiction over the matter.

22. Entire Agreement
This is the entire agreement between parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in writing as provided for in this Agreement.

23. Successors
This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement.

24. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

25. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the state of California.

26. Severability
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provisions of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.

27. No Partnership
This Agreement does not create a partnership relationship. The Contractor does not have authority to enter into contracts on Chela Eyewear’s behalf.