Brand & Business Influencer Agreement Terms

1. Scope of Work

The scope of work is defined in the Brand and Business Influencer Agreement. This may include content creation and distribution across multiple media formats, including but not limited to:

• Social media posts, such as LinkedIn, X, Instagram, and TikTok.
• Long-form content, such as YouTube, blogs, and articles.
• Email newsletters, whether owned or partner-distributed.
• Podcasts, including host-read ads, interviews, and sponsorship segments.
• Live or recorded webinars and virtual events.
• Community platforms, including Slack, Discord, and private groups.
• In-person events, speaking engagements, or activations.
• Any other agreed digital or physical media channel.

2. Deliverables and Deadlines

The Influencer agrees to create and distribute content across the agreed media formats as outlined in the Brand and Business Influencer Agreement. Deliverables may include, where applicable:

• Posts, videos, or written content.
• Newsletter placements or dedicated sends.
• Podcast ad reads, mentions, or full episodes.
• Event participation or speaking slots.
• Community posts or announcements.
• Content repurposing across multiple formats.

3. Compensation and Payment Terms

• Compensation: As defined in the Brand and Business Influencer Agreement.
• Payment Schedule: As defined in the Brand and Business Influencer Agreement.
• Validation: Includes confirmation that content has been published or delivered as agreed across the specified medium.
• Payment Method: Bank transfer or platform-facilitated payment via Flooencer Limited.

4. Term and Termination

Performance may be assessed relative to the Influencer's historical benchmarks for the specific medium, such as newsletter open rates, podcast downloads, video views, or engagement rates.

• Audience Decay: If a creator's profile engagement, impressions, or other relevant metrics decline significantly from their median, including because of content burnout or influence fatigue, this may apply across all formats. Relevant declines may include engagement rates, newsletter open or click rates, podcast listenership, or video performance metrics.
• AI Written Content and Engagement Pods: If a creator is using clearly AI-written content, as verified by internal tools, or using engagement pods to fake performance, the Brand or Flooencer may break the agreement.
• Poor Communication: If the Influencer continually misses deadlines or fails to communicate with the Brand or Flooencer Limited to complete the collaboration, the agreement may be terminated.
• Violation of Content Guidelines: If the Influencer breaches any content guidelines, such as failure to use required hashtags including #ad or #sponsored, or misrepresents content as sponsored when it is not, the Brand reserves the right to terminate the agreement.
• Early Termination by Influencer: The Influencer may terminate the agreement with 7 days' prior written notice to the Brand, provided they give a valid reason for termination.
• Consequences of Termination: Upon termination, the Influencer must immediately cease all use of the Brand's intellectual property and remove any ongoing campaigns or content, unless otherwise agreed in writing.

5. Exclusivity and Non-Compete

Exclusivity applies across all media formats used in the campaign, not just social posts. For example, if a SaaS tool is promoted via LinkedIn and a newsletter, the Influencer cannot promote a direct competitor in either format during the term.

6. Intellectual Property Rights

7. Disclosure and Compliance

Both parties agree to comply with all relevant UK laws, regulations, and codes of practice, including those related to advertising and consumer protection, such as the UK Code of Non-broadcast Advertising (CAP Code).

• Mandatory Disclosures: The Influencer agrees to clearly disclose their partnership with the Brand, including by using hashtags such as #ad or #sponsored where required, in compliance with UK regulations and Advertising Standards Authority guidance.
• Non-Compliance: Failure to comply may result in termination of the agreement and potential liability for any legal or financial consequences.
• Format-Specific Disclosure: The Influencer must comply with disclosure requirements across all formats, including verbal podcast disclosures, newsletter sponsorship labelling, event sponsorship disclosures, and social posts.

8. Confidentiality

The Influencer agrees to maintain the confidentiality of all proprietary information shared by the Brand. This obligation extends beyond the term of the agreement.

• Return of Confidential Information: Upon termination, the Influencer must return or destroy any materials containing confidential information.
• Breach of Confidentiality: Any breach of confidentiality may result in immediate termination of the agreement and could subject the Influencer to legal action for damages.

9. Representations and Warranties

• Audience Metrics: The Influencer warrants that audience metrics across all media formats are not artificially inflated, including through fake subscribers, bot downloads, or purchased engagement.
• Authority to Enter Agreement: Both parties warrant that they have the authority to enter into this agreement.
• Content Originality: The Influencer warrants that all content created is original and does not infringe on any third-party rights.
• No Conflict of Interest: The Influencer warrants that entering this agreement will not violate any existing agreements or obligations.

10. Indemnification and Liability

Both parties agree to indemnify and hold each other harmless from any claims or damages arising from a breach of this agreement.

Neither party shall be liable for indirect, consequential, or incidental damages except in cases of gross negligence or intentional misconduct. Flooencer Limited, as a facilitator, is not responsible for any breach or failure by either party.

11. Governing Law and Dispute Resolution

• Governing Law: This agreement shall be governed by and construed in accordance with the laws of England and Wales.
• Informal Resolution: The parties agree to attempt informal resolution of any disputes.
• Mediation: If informal resolution fails, the parties agree to engage in non-binding mediation in England.
• Litigation: If mediation fails, either party may pursue legal action in the courts of England and Wales.
• Legal Fees: All legal fees, costs, and expenses arising from any dispute under this Agreement shall be borne solely by the Brand and/or the Influencer, as applicable. Flooencer Limited acts solely as a facilitator and is not a party to any dispute between the Brand and the Influencer.

12. Renewal and Platform Circumvention

• Renewal and Partnership Obligation: Any renewal or continuation of this partnership must be facilitated exclusively through Flooencer Limited.
• Breach: A breach of this exclusivity clause may result in legal action, including the potential for damages and termination of future agreements.

13. Definitions

• Content: Any material created or distributed by the Influencer, including but not limited to text, images, video, audio, live appearances, and digital communications.
• Media Formats: All current and future platforms, channels, and distribution methods.