Capitalized terms used in this Agreement have the definitions assigned herein.

1.1       “Company” means ForChics.

1.2       “Agreement” means, as applicable to Content Creators, the “Content Creator Agreement” between the Company and the Content Creator.  As applicable to Co-Creators, “Agreement” means the “Co-Creator Agreement” between the Company and the Co-Creator. “Agreements” means either or both agreements as described above.

1.3       “Creator” means and includes Content Creators and Co-Creators who have entered into Agreements with the Company, and, as applicable, Brand Ambassadors/Affiliates.

1.4       “Content” means all materials, data, code, information, concepts, sketches, designs, pictures, videos, photography, writings, and other creative content used or created by a Creator in connection with Company brand or its products.

1.5       “Publication” (or “Publish”) means making any Content available by Creator to the public.

1.6       “Intellectual Property” means any and all plans, processes, inventions, innovations, materials, designs, graphics, text, logos, packaging, product configurations, photographs, internet, and social media addresses and domains or websites, works of authorship, including without limitation any Content and any patents, trademarks, trade dress, copyrights, or trade secrets resulting therefrom, and applications, recordations, and registrations thereof.

2          BINDING AGREEMENT.  Upon acceptance by Creator, these Terms and Conditions shall constitute a binding agreement between Creator and the Company which shall inure to the benefit of and is binding on the principals’ agents and successors.

3           SERVICES.

3.1       In return for every free product sent to Creator, Creator must post 1 piece of Content in order to remain as ForChics Content Creator. If Creator does not post and is inactive for 30 days straight, Company reserve the right to remove Creator from the program.

3.2       Creator shall promote or review the products of Company as provided in the Agreements. Creator understands that time is of the essence and that failure to publish according to the timing as agreed by the Parties may result in the early termination of this Agreement, without any compensation.

3.3       Creator will create Content for Publication consisting of reviews of Company products, tutorials using Company products, and may suggest Company events, Company news, and other promotional Content in the form of videos, photography, and text.

3.4       Creator agrees that the use of any of Company’s Intellectual Property will be with Company’s approval and in accordance with Company’s direction.

4          CONTENT.  

4.1       Creator shall submit any Content to Company for review as specified in the Agreements. Creator is not permitted to Publish any Content without Company’s written approval.   

4.2       In each instance that Content is Published, Creator shall clearly and conspicuously disclose all material connections between Creator and Company, per FTC guidelines.

4.3       After Content is Published, Creator may further disseminate, reblog, link to, or re-Publish the Published Content. Creator shall also include all necessary mentions and links as required by Company in the Agreements.

4.4       Creator shall not delete, remove, or otherwise make inaccessible to the public any Published Content without Company’s written approval or Company’s request.

4.5       Creator represents that Content will not contain references to or be Published in association with libel, knowingly false content, profanity, violence, racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes upon the legal rights of others, including but not limited to any third party Intellectual Property

4.6       The Published Content may not be obscured or hidden by advertisements, links to other websites, or any other obstructions.  No third-party links or advertisements should be placed within or associated with the Published Content unless specified by Company.

5            INDEPENDENT CONTRACTOR.

5.1       Creator renders all Services to Company under the Agreement as an independent contractor. Creator is not an employee of Company. Creator has no authority to bind Company contractually or otherwise, and Creator may not incur any liability on behalf of Company.

5.2       Creator retains the right to control and direct the means, manner, and method by which the Services as described in the Agreements will be performed.  For example, Creator shall select the mode of execution, the starting and stopping times for each day’s work, the days of the week in which work is accomplished, and the order in which the work is performed.

5.3       Creator shall be responsible for all expenses incurred in providing the Services.  Unless otherwise provided for in the Agreements or approved in writing, Company shall not reimburse Creator for expenses incurred by Creator in connection with the Services.

5.4       Company shall not be responsible for federal, state, and local taxes derived from Creator’s net income or for the withholding and/or payment of any federal, state, and local income taxes, and other payroll taxes, workers’ compensation, disability benefits, insurance, or other legal requirements applicable to the Creator.

6          OWNERSHIP.

6.1       Tangible Property.  Any and all documents, materials, equipment, software, hardware, reports and other materials or information created by Creator or provided to Creator by Company shall be the exclusive property of Company at all times and such property shall not be used by Creator on other projects or in other businesses without Company’s express written consent (i.e, email).

6.2       Intellectual Property. All right, title and interest in and to any Intellectual Property of any kind created or developed by Creator arising from the Services, whether patentable, copyrightable or otherwise, is hereby assigned and released to Company including any personal rights, or rights of publicity in Creator’s image, likeness, name, biographical data, voice and signature used with any Content. Creator shall execute all documents as Company deems to be necessary and desirable to effect and perfect such assignments.  Creator shall promptly provide Company with copies of all developments, modifications, or translations of any Content and other materials related to the Services made by or for Creator. All Content rendered under the terms of the Agreements may be used by the Company exclusively and in perpetuity.  The Company reserves the right to use any and all videos and/or written posts created under the Agreements by Creator for any future purpose it chooses. Creator shall cooperate with Company in registering, creating or enforcing any patents, copyrights, trademarks or other rights arising hereunder, in the event any assistance is requested by Company. Company shall reimburse Creator for all out-of-pocket expenses incurred by Creator in rendering such assistance.  In the event that Creator fails promptly to execute, acknowledge or deliver to Company any agreements, assignments, quitclaims or other instruments required by Company hereunder, Company is hereby irrevocably appointed Creator’s attorney-in-fact (which agency shall be deemed coupled with an interest) with full right, power, and authority to execute, acknowledge, verify and deliver the same in the name of and on behalf of Creators.

6.3       Work Made for Hire.  To the extent that the Content or a portion of the Content qualifies as a “work made for hire” by an independent contractor within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), Creator and the Company intend that the Content will be so deemed a work made for hire.

6.4       Property Rights.  Creator will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Content; or (c) alter, obscure or remove any copyright, trademark, or any other notices that are provided on or in connection with any Content.  Creator is granted no licenses or rights in or to any Content therein or related thereto.

7          DATA PRIVACY.  Creator shall provide Company with the ability to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from access to, use of, and viewing of the Published Content, subject to applicable laws, rules, policies, and regulations which may be in effect by third parties.

8          COMPENSATION. Company shall compensate Creator for the Services in accordance with the Agreement, and Company shall provide no further compensation to Creator.

9          WARRANTIES.

9.1       Creator warrants that Creator will perform the services in accordance with the Agreements and all applicable laws, rules, and regulations.  Creator warrants that Creator has the legal right and authority to enter into and perform the Agreements. If a Creator is under 18, such Creator shall promptly notify Company who shall then provide a parent/guardian consent document to be made part of the Agreement between such Creator and the Company.

9.2       Creator warrants that any Publication of Content by Creator will be in accordance with all applicable laws, rules, policies, and regulations.

9.3       Creator warrants that any website or online platform they maintain complies and will continue to comply with all applicable laws, rules, regulations, policies, including data collection and data privacy laws.

10       CONFIDENTIALITY.  Creator acknowledges that in the course of rendering the Services as provided in the Agreements, Creator may come into possession and/or knowledge of confidential information, whether orally or in writing, the disclosure of which may harm Company.  Creator shall maintain all confidential information in the strictest of confidence. All documents, files, data, or other materials concerning or containing confidential information shall remain Company’s sole and exclusive property and shall be used by Creator only as necessary for Creator’s performance of the Services.  Confidential information shall not include (i) information that becomes available to the public other than by a breach of this Agreement, (ii) information that is known to Creator prior to the disclosure thereof to Creator by or on behalf of Company, and (iii) information to be disclosed pursuant to law. The Parties further agree that neither Party will disparage, directly or indirectly, the other and shall take all necessary steps to modify any communications which may be reasonably inferred as a criticism or disparagement of the other.

11       INDEMNIFICATION.  Creator shall defend, indemnify, and hold harmless Company, its affiliates, agents, subsidiaries, and their respective officers, directors, employees and agents (the “Indemnified Parties”), from and against any and all claims, liabilities, losses, damages, judgments, penalties or expenses, including litigation expenses, which may be sought from, imposed upon, incurred by or recovered from the Indemnified Parties as a direct or indirect result of Creator’s performance of, or failure to perform, its obligations under the Agreement, or Creator’s negligence or misconduct in its performance of Services.

12       CONSEQUENTIAL DAMAGES WAIVER; LIMITATION OF LIABILITY.  Company shall not be liable for any indirect, special, incidental, punitive, consequential, or exemplary damages arising from or relating to this Agreement, regardless of the type of claim, including but not limited to lost profits, loss of revenue, loss of anticipated revenue, or lost business.

13       ASSIGNMENT.  Creator may not assign this Agreement or delegate any duties hereunder without the prior written consent of Company.

14       TERMINATION.  This Agreement may be terminated immediately with or without cause by either the Company or the Creator at any time by giving 14 days written notice of termination.

15       ARBITRATION.  Any dispute between the parties hereto, which arises out of or is related to this Agreement, shall be resolved by binding arbitration conducted by a retired judge of the Superior Court of California or an impartial person chosen by the parties from a list supplied by JAMS (or by JAMS if the Parties fail to agree on an arbitrator), to hear this matter in Los Angeles County, California, using the Simplified Rules of JAMS applying California law.  The parties shall be bound by the results of binding arbitration.  The parties shall initially both bear its/his/her own costs of the arbitration.  The prevailing party in any binding arbitration or Court action arising out of or relating to this Agreement shall be entitled to recover costs, expert witness fees, arbitrator fees and attorneys’ fees. 

16       VENUE  In the event of any controversy or claim between the Company or any of its affiliates and the Creator arising out of or relating to this Agreement that is not settled by mutual agreement or arbitration pursuant to Section 16, such controversy or claim shall be determined in a court of competent jurisdiction in Los Angeles County, California, and each party waives any claim to have the matter heard in any other local, state, or federal jurisdiction.

17       INDEMNIFICATION.  Creator shall defend, indemnify, and hold harmless Company, its affiliates, agents, subsidiaries, and their respective officers, directors, employees and agents (the “Indemnified Parties”), from and against any and all claims, liabilities, losses, damages, judgments, penalties or expenses, including litigation expenses, which may be sought from, imposed upon, incurred by or recovered from the Indemnified Parties as a direct or indirect result of Creator’s performance of, or failure to perform, its obligations under the Agreement, or Co-Creator’s negligence or misconduct in its performance of Services.

18       CONSEQUENTIAL DAMAGES WAIVER; LIMITATION OF LIABILITY.  Company shall not be liable for any indirect, special, incidental, punitive, consequential, or exemplary damages arising from or relating to this Agreement, regardless of the type of claim, including but not limited to lost profits, loss of revenue, loss of anticipated revenue, or lost business. 

19.      COMISSION FEES. Creator earns a standard commission rate of 15% for all referrals who purchased using their link and/or with an approved email conversion trigger for a direct-billed Company purchase.  A direct-billed purchase is one in which Company bills and/or invoices the merchant directly (not using Shopify Payments). We reserve the right to reverse commissions due to refunded payments and erroneous subscription crediting.  Commissions are paid out via PayPal. It is your responsibility to ensure your PayPal account details are accurate and up-to-date in order to receive payment.