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Influencer Agreement

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MANSCAPED

SOCIAL MEDIA INFLUENCER AGREEMENT

This Social Media Influencer Agreement (hereinafter the “Agreement” ) is entered into as of this day of (hereinafter the “Effective Date” ) by and between with an address of (hereinafter “Influencer” ) and Manscaped, Inc., a Delaware corporation, located at 10054 Old Grove Road, San Diego, CA, 92131 (hereinafter “Company” ). Influencer and Company shall each individually be referred to as “Party” , and collectively referred to as “Parties” .

RECITALS

WHEREAS Company desires to engage Influencer to participate in the marketing of the Products, as defined herein, through social media, and under the terms of this Agreement;

WHEREAS Influencer desires to market the Products through social media under the terms of this agreement.

WHEREAS the Parties desire to enter into this Agreement regarding under the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

For purposes of this Agreement, the following capitalized terms shall have the following meanings, and, unless the context requires otherwise, shall include the plural as well as the singular.

  • (a) “Trademark” shall mean any trademark owned or used by Company.
  • (b) “Products” shall mean the Products identified in Schedule A, attached hereto and incorporated by this reference.
  • (c) “Term” shall mean the term of this Agreement identified in Schedule A, attached hereto and incorporated by this reference.
  • (d) “Services” shall mean the services provided by Influencer as set forth in Schedule A.
  • (e) “Post” shall mean a public post made on YouTube, Facebook, Instagram, Tik Tok, Snapchat, or Twitter, as identified in the Services, featuring the content specified herein.
  • (f) “Fee” shall mean the consideration provided to Influencer by Company as set forth in Schedule A.

2. Services.

  • (a) During the Term, Influencer shall provide the Services to Company in a timely, professional manner. Influencer specifically acknowledges and agrees that it is Influencer’s sole obligation to ensure that all Posts comply with all laws, rules, regulations and ordinances, including but not limited to the FTC’s requirement for the disclosure of sponsored posts. Influencer will use the #sponsored or #ad hashtag as necessary to comply with the then current FTC requirements, for all Posts. Influencer will execute the FTC letter attached as Schedule A.

3. License Grant.

  • (a) Company grants Influencer a limited, revocable, royalty-free, non-transferrable license to use those Trademarks that
    • (i) are reasonably necessary for Influencer to provide the Services and
    • (ii) Company has approved in advance in writing.
  • (b) At any time, if a Post or other content used by Influencer is not of sufficient quality, Company may send Influencer written notice, at which time Influencer will delete such Post or content.
  • (c) During and after the Term, Company may re-purpose, re-post, post on its website, or otherwise use in social media or on its website, any Posts.

4. Approvals.

  • (a) Influencer will not use or feature any Products without prior written approval from Company.

5. Usage.

  • (a) Influencer hereby irrevocably grants permission to Company and its affiliates, successors and assigns and their respective designees, the irrevocable, perpetual right to photograph, videotape, record and/or otherwise reproduce names, images, likeness, silhouettes, voice/sound, statements, quotes, comments, opinions, experiences, including but not limited to with Company products, and other information about Influencer and reproductions of Influencer (collectively, “Reproductions”), and the irrevocable right to use, copy and publish any and all Reproductions in any manner, without payment or compensation except as set forth herein, in the unlimited, unrestricted distribution, advertising, promotion and exploitation, including commercial uses and exploitation, in and/or by any method, medium, and device now known and/or hereafter devised, including 2 BN 39371754v1 within a mobile application, through social media, on the Internet and otherwise, throughout the universe in perpetuity. Influencer agrees that the rights granted to Company shall include the right, exercisable in Company’s sole discretion, to depict and/or portray Influencer and the Reproductions to such extent and in such manner as Company may determine, and the absolute and irrevocable right to edit, modify, alter and otherwise change any Reproductions, and to juxtapose any Reproductions with any other photographs, film clips, video, image, media and/or other material. Except as set forth herein, neither the Reproductions nor any content, advertisement or other material need be submitted to Influencer for approval and Influencer hereby waives any right to inspect or approve the finished Reproductions, if any, or printed or electronic matter that may be used in conjunction with them now or in the future, whether that use is known or unknown to Influencer. Influencer agrees that Company (or its designee(s)) shall be the exclusive owner of all copyright, trademark, intellectual property and other rights in and to the Reproductions and any and all modifications, improvements, and derivations thereof. In the event that Influencer has, as a matter of law, any right, title or interest in or to the Reproductions or any modifications, improvements or derivations thereof, Influencer assigns and will assign to Company all such right, title and interest. The provisions of this Section 5 shall survive termination or expiration of this Agreement.

6. Exclusivity.

  • (a) During the Term of this Agreement [, and for 12 months thereafter] (“Exclusivity Term”), Influencer’s services to Company shall be exclusive, such that during the Exclusivity Term, Influencer will not market, promote, endorse, campaign for, or otherwise act as an influencer of or for any male grooming products, male grooming product companies, or companies that market or sell male grooming products (collectively, “Competitors”). For clarity, and without limiting the generality of the foregoing, during the Exclusivity Term, Influencer will not itself, nor will Influencer allow his/her likeness to be used by others, to post, provide an affiliate link, blog about, or otherwise promote for or on behalf of Competitors.

7. Termination.

  • (a) By Company.
    • (i) Company may send written notice to Influencer if Influencer breaches or fails to perform any material term or provision of this Agreement. Such notice must specify Influencer’s breach of performance or failure to perform. If Influencer has not cured such material breach or nonperformance, within ten (10) days after receipt of such notice, then without limiting any of Company’s rights or remedies, Company shall have the right to terminate this Agreement.
    • (ii) Company may terminate this Agreement on written notice to Influencer for any reason or for no reason at any time.
  • (b) By Influencer. Influencer may send written notice to Company if Company breaches or fails to perform any material term or provision of this Agreement. Such notice must specify Company’s breach of performance or failure to perform. If Company has not cured such material breach or nonperformance within ten (10) days after receipt of such notice, then without limiting any of Influencer’s rights or remedies, Influencer shall have the right to terminate this Agreement. 3
  • (c) Result of Termination. Except as specifically provided herein to the contrary, upon expiration or termination of this Agreement, the rights and licenses granted herein shall terminate.

8. Governing Law/Resolution of Disputes.

  • (a) Governing Law. This Agreement shall be construed and interpreted pursuant to the laws of the State of California without consideration to its choice of law provisions, and any claims arising hereunder shall be prosecuted therein. In the event of a dispute or claim related to the interpretation or enforcement of this Agreement, the venue for such dispute will be solely within the state and federal courts of San Diego County, California. The Parties consent to the jurisdiction of the state and federal courts of the State of California, Los Angeles County, and hereby waive all objections to such jurisdiction and venue.
  • (b) Legal Fees. In the event either Party hereto shall institute an action or arbitration proceeding to enforce or interpret any rights hereunder, the prevailing party therein shall be entitled to recover its reasonable outside attorneys’ fees and litigation expenses, in addition to any other relief which may be awarded.

9. Remedies.

  • In the event that either Party should breach or violate any of its covenants, representations or warranties contained in this Agreement, or fail to perform any of its material obligations hereunder, the other Party shall be entitled to exercise any rights or remedy available to it at law or in equity. Such rights and remedies shall include but shall not be limited to termination (as provided herein), damages and the right to seek injunctive relief. The exercise of any rights or remedies available to the non-breaching Party shall not preclude the concurrent or subsequent exercise by it of any other right or remedy and all rights and remedies shall be cumulative.

10. Representations and Warranties.

  • (a) Influencer’s Representations and Warranties. Influencer hereby represents and warrants that:
    • (i) Influencer has the power and authority to enter into and perform this Agreement;
    • (ii) Influencer will be performing the Services;
    • (iii) Influencer will perform the Services in a professional, timely manner;
    • (iv) The Posts will comply with all laws, rules, regulations, and requirements, and no Post will infringe or violate the rights of any third party; 4
    • (v) This Agreement has been duly authorized by all necessary action on the part of Influencer and has been duly executed and delivered on behalf of Influencer by an individual authorized to do so;
    • (vi) Influencer has entered into no other agreement, contract or obligation, and is not subject to any order, decree or ruling, which would prohibit or constrain Influencer from performing its obligations under this Agreement.
  • (b) Company’s Representations and Warranties. Company hereby represents and warrants that:
    • (i) Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it was organized;
    • (ii) Company has the power and authority to enter into and perform this Agreement;
    • (iii) This Agreement has been duly authorized by all necessary action on the part of Company and has been duly executed and delivered on behalf of Company by an individual authorized to do so;
    • (iv) Company has entered into no other agreement, contract or obligation, and is not subject to any order, decree or ruling, which would prohibit or constrain Company from performing its obligations under this Agreement.

11. No Assignment.

  • Influencer acknowledges and agrees that the rights granted herein are personal in nature and may not, in whole or in part, be transferred, delegated, or assigned by Influencer without the prior written express consent of Company. In the event Influencer assigns this agreement to a third party with Company’s consent, Influencer shall remain primarily liable for the performance of its obligations hereunder. Nothing herein shall prevent Company from assigning its rights or obligations under this Agreement.

12. Indemnification.

  • (a) Indemnification of Company. Influencer shall indemnify and hold Company, any parent company, sister company, subsidiary, related company or affiliate thereof, and any retailers or manufacturers of Company, and each of their respective officers, directors, employees, agents and affiliates harmless from and against any and all demands, claims, actions, causes of action, liabilities, suits, proceedings, investigations or inquiries (hereinafter collectively, a “Claim”), or any damages, judgments, awards, or settlement thereto, and all related out-of-pocket expenses, including, but not limited, to all reasonable outside attorneys’ fees and court costs, arising from or related to any third party claim in 5 connection with:
    • (i) Influencer’s breach of its representations, warranties or agreements hereunder;
    • (ii) Influencer’s performance or failure to perform under this Agreement; and/or
    • (iii) a Post, except to the extent a Claim is related to Influencer’s use of a Trademark as authorized and approved by Company.
    • (b) Indemnification of Influencer. Company shall indemnify and hold Influencer harmless from and against any and all Claims, or any damages, judgments, awards, or settlement thereto, and all related out-of-pocket expenses, including, but not limited, to all reasonable attorneys’ fees and court costs, arising from or related to
    • (i) the breach by Company of its representations, warranties or agreements hereunder or
    • (ii) Company’s performance or failure to perform under this Agreement.
  • (c) Notification/Defense. At such time as a party learns of a Claim, that party shall provide written notice thereof to the other party. The indemnifying party (hereinafter the “indemnitor”) shall undertake the defense thereof with counsel of its own choosing, but that is reasonably acceptable to the indemnified party (hereinafter the “indemnitee”). The indemnitor shall keep the indemnitee’s counsel informed of the status of the Claim, and shall provide the indemnitee with copies of all documentation, correspondence and communications concerning the Claim. Under no circumstances may the indemnitor abandon, compromise or settle any Claim, in whole or in part, without the indemnitee’s prior written approval, which shall not be unreasonably withheld or delayed.
  • (d) Disbursement of Recovery. In the event that the resolution of the Claim results in a payment to the indemnitor, any proceeds shall first go to the indemnitor to reimburse the indemnitor for its reasonable attorneys’ fees and costs. The remainder thereof shall be split evenly between the Parties.
  • (e) Failure to Defend. Should the indemnitor fail to defend the indemnitee pursuant to the terms hereof, or at any time abandon such defense, the indemnitee, on behalf of and for the account of the indemnitee, and at the indemnitee’s risk, shall have the right to undertake the defense, compromise and/or settlement of such Claim with counsel of the indemnitee’s own choosing. The indemnitor shall be liable for all reasonable costs and fees incurred by the indemnitee in such defense, as well as any other amounts owing by the indemnitee as a result of the entry of any judgment, or due to the settlement or compromise of such Claim. As a result of indemnitor’s failure to defend the indemnitee, the indemnitor shall forfeit its right to challenge the indemnitee’s good-faith defense, compromise and/or settlement of the Claim. The indemnitor shall reimburse the indemnitee therefore within ten (10) business days after receipt of indemnitee’s written notice setting forth the amount owed by the indemnitor. The indemnitor’s failure to pay such amount within such time shall constitute a material breach of this Agreement. 6

13. General Provisions.

  • (a) Entire Understanding. This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by the parties hereto.
  • (b) Independent Contractor. Influencer is entering this Agreement as an independent contractor and not an employee of Company. Influencer will be solely responsible for paying all expenses incurred by Influencer, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. Influencer will have and maintain control of the manner and means of Influencer’s performance under this Agreement and will not be treated as an employee with respect to any services for federal or state tax purposes. Company is not responsible for withholding, and shall not withhold or deduct from Influencer’s payment plan amounts, if any, FICA or taxes of any kind, unless such withholding becomes legally required. Influencer will be responsible for payment of all applicable income, self-employment and other taxes. Influencer will not be eligible for and will not participate in any pension, or fringe benefit plan sponsored by Company and will not be covered by its workers' compensation or unemployment insurance or retained coverage.
  • (c) No Waiver. No waiver by either Party, whether expressed or implied, of any provision of this Agreement or of any breach or default of any Party, shall constitute a continuing waiver of such provision or any other provisions of this Agreement, and no such waiver by any party shall prevent such party from acting upon the same or any subsequent default of any other part of any provisions of this Agreement.
  • (d) Relationship of Parties. This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between Influencer and Company. Additionally, nothing contained herein shall be construed as to create between Influencer and Company the relationship of franchisor and franchisee. Influencer shall have no right to obligate or bind Company in any manner whatsoever, nor shall Company have the right to obligate or bind Influencer, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
  • (e) Successors and Assigns. Without limiting anything herein to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.
  • (f) Survival of Terms. All terms, conditions, obligations and provisions capable of surviving the termination or expiration of this Agreement shall so survive. 7
  • (g) Draftsmanship of Agreement. This writing is the result of the mutual effort of the parties and their respective counsel, therefore, the parties agree that neither party shall be considered the draftsman of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in the manner appropriate to each, as of the day and year first above written.
Company Influencer/Agency

X Lauren Burgoni

Name: Lauren Burgoni

Title: Influencer Marketing Manager

Date: ,

X

Name:

Title: Influencer

Date: ,

Schedule A

Influencer x MANSCAPED Campaign Brief

Scope:

  • - Influencer to produce a unique static image or video promotion, featuring Company products calling out such products features and benefits, and CTA as outlined*
    • - *Please refer to scope outlined in separate email correspondence
  • - Projected Publication Date: No more than 15 days after receiving product

Term of Agreement: Minimum 90 days after campaign completion (campaign must be live minimum of Term)

Campaign Featured Company Products:

  • - Lawn Mower 3.0 trimmer as part of the MANSCAPED Perfect Package 3.0 Kit

Campaign Compensation: When applicable, payment via PayPal invoice (note – there may be a small processing fee associated)

Promo Code: Please refer to your specific campaign assignments outlined by your MANSCAPED Influencer Marketing Manager Swipe up URL :

Swipe up URL: Please refer to your specific campaign assignments outlined by your MANSCAPED Influencer Marketing Manager

Hashtags: Must include either #sponsored or #ad in accordance to Federal Trade Commission requirements for the disclosure of sponsored posts

Call to Action Text: Get 20% OFF + Free Shipping + 2 FREE GIFTS @Manscaped with code “ YOUR CODE HERE ” at Manscaped.com!  [TRACKING URL HERE] #sponsored

Step 2: Read Agreement

MANSCAPED

SOCIAL MEDIA INFLUENCER AGREEMENT

This Social Media Influencer Agreement (hereinafter the “Agreement” ) is entered into as of this day of (hereinafter the “Effective Date” ) by and between with an address of (hereinafter “Influencer” ) and Manscaped, Inc., a Delaware corporation, located at 10054 Old Grove Road, San Diego, CA, 92131 (hereinafter “Company” ). Influencer and Company shall each individually be referred to as “Party” , and collectively referred to as “Parties” .

RECITALS

WHEREAS Company desires to engage Influencer to participate in the marketing of the Products, as defined herein, through social media, and under the terms of this Agreement;

WHEREAS Influencer desires to market the Products through social media under the terms of this agreement.

WHEREAS the Parties desire to enter into this Agreement regarding under the terms set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

For purposes of this Agreement, the following capitalized terms shall have the following meanings, and, unless the context requires otherwise, shall include the plural as well as the singular.

  • (a) “Trademark” shall mean any trademark owned or used by Company.
  • (b) “Products” shall mean the Products identified in Schedule A, attached hereto and incorporated by this reference.
  • (c) “Term” shall mean the term of this Agreement identified in Schedule A, attached hereto and incorporated by this reference.
  • (d) “Services” shall mean the services provided by Influencer as set forth in Schedule A.
  • (e) “Post” shall mean a public post made on YouTube, Facebook, Instagram, Tik Tok, Snapchat, or Twitter, as identified in the Services, featuring the content specified herein.
  • (f) “Fee” shall mean the consideration provided to Influencer by Company as set forth in Schedule A.

2. Services.

  • (a) During the Term, Influencer shall provide the Services to Company in a timely, professional manner. Influencer specifically acknowledges and agrees that it is Influencer’s sole obligation to ensure that all Posts comply with all laws, rules, regulations and ordinances, including but not limited to the FTC’s requirement for the disclosure of sponsored posts. Influencer will use the #sponsored or #ad hashtag as necessary to comply with the then current FTC requirements, for all Posts. Influencer will execute the FTC letter attached as Schedule A.

3. License Grant.

  • (a) Company grants Influencer a limited, revocable, royalty-free, non-transferrable license to use those Trademarks that
    • (i) are reasonably necessary for Influencer to provide the Services and
    • (ii) Company has approved in advance in writing.
  • (b) At any time, if a Post or other content used by Influencer is not of sufficient quality, Company may send Influencer written notice, at which time Influencer will delete such Post or content.
  • (c) During and after the Term, Company may re-purpose, re-post, post on its website, or otherwise use in social media or on its website, any Posts.

4. Approvals.

  • (a) Influencer will not use or feature any Products without prior written approval from Company.

5. Usage.

  • (a) Influencer hereby irrevocably grants permission to Company and its affiliates, successors and assigns and their respective designees, the irrevocable, perpetual right to photograph, videotape, record and/or otherwise reproduce names, images, likeness, silhouettes, voice/sound, statements, quotes, comments, opinions, experiences, including but not limited to with Company products, and other information about Influencer and reproductions of Influencer (collectively, “Reproductions”), and the irrevocable right to use, copy and publish any and all Reproductions in any manner, without payment or compensation except as set forth herein, in the unlimited, unrestricted distribution, advertising, promotion and exploitation, including commercial uses and exploitation, in and/or by any method, medium, and device now known and/or hereafter devised, including 2 BN 39371754v1 within a mobile application, through social media, on the Internet and otherwise, throughout the universe in perpetuity. Influencer agrees that the rights granted to Company shall include the right, exercisable in Company’s sole discretion, to depict and/or portray Influencer and the Reproductions to such extent and in such manner as Company may determine, and the absolute and irrevocable right to edit, modify, alter and otherwise change any Reproductions, and to juxtapose any Reproductions with any other photographs, film clips, video, image, media and/or other material. Except as set forth herein, neither the Reproductions nor any content, advertisement or other material need be submitted to Influencer for approval and Influencer hereby waives any right to inspect or approve the finished Reproductions, if any, or printed or electronic matter that may be used in conjunction with them now or in the future, whether that use is known or unknown to Influencer. Influencer agrees that Company (or its designee(s)) shall be the exclusive owner of all copyright, trademark, intellectual property and other rights in and to the Reproductions and any and all modifications, improvements, and derivations thereof. In the event that Influencer has, as a matter of law, any right, title or interest in or to the Reproductions or any modifications, improvements or derivations thereof, Influencer assigns and will assign to Company all such right, title and interest. The provisions of this Section 5 shall survive termination or expiration of this Agreement.

6. Exclusivity.

  • (a) During the Term of this Agreement [, and for 12 months thereafter] (“Exclusivity Term”), Influencer’s services to Company shall be exclusive, such that during the Exclusivity Term, Influencer will not market, promote, endorse, campaign for, or otherwise act as an influencer of or for any male grooming products, male grooming product companies, or companies that market or sell male grooming products (collectively, “Competitors”). For clarity, and without limiting the generality of the foregoing, during the Exclusivity Term, Influencer will not itself, nor will Influencer allow his/her likeness to be used by others, to post, provide an affiliate link, blog about, or otherwise promote for or on behalf of Competitors.

7. Termination.

  • (a) By Company.
    • (i) Company may send written notice to Influencer if Influencer breaches or fails to perform any material term or provision of this Agreement. Such notice must specify Influencer’s breach of performance or failure to perform. If Influencer has not cured such material breach or nonperformance, within ten (10) days after receipt of such notice, then without limiting any of Company’s rights or remedies, Company shall have the right to terminate this Agreement.
    • (ii) Company may terminate this Agreement on written notice to Influencer for any reason or for no reason at any time.
  • (b) By Influencer. Influencer may send written notice to Company if Company breaches or fails to perform any material term or provision of this Agreement. Such notice must specify Company’s breach of performance or failure to perform. If Company has not cured such material breach or nonperformance within ten (10) days after receipt of such notice, then without limiting any of Influencer’s rights or remedies, Influencer shall have the right to terminate this Agreement. 3
  • (c) Result of Termination. Except as specifically provided herein to the contrary, upon expiration or termination of this Agreement, the rights and licenses granted herein shall terminate.

8. Governing Law/Resolution of Disputes.

  • (a) Governing Law. This Agreement shall be construed and interpreted pursuant to the laws of the State of California without consideration to its choice of law provisions, and any claims arising hereunder shall be prosecuted therein. In the event of a dispute or claim related to the interpretation or enforcement of this Agreement, the venue for such dispute will be solely within the state and federal courts of San Diego County, California. The Parties consent to the jurisdiction of the state and federal courts of the State of California, Los Angeles County, and hereby waive all objections to such jurisdiction and venue.
  • (b) Legal Fees. In the event either Party hereto shall institute an action or arbitration proceeding to enforce or interpret any rights hereunder, the prevailing party therein shall be entitled to recover its reasonable outside attorneys’ fees and litigation expenses, in addition to any other relief which may be awarded.

9. Remedies.

  • In the event that either Party should breach or violate any of its covenants, representations or warranties contained in this Agreement, or fail to perform any of its material obligations hereunder, the other Party shall be entitled to exercise any rights or remedy available to it at law or in equity. Such rights and remedies shall include but shall not be limited to termination (as provided herein), damages and the right to seek injunctive relief. The exercise of any rights or remedies available to the non-breaching Party shall not preclude the concurrent or subsequent exercise by it of any other right or remedy and all rights and remedies shall be cumulative.

10. Representations and Warranties.

  • (a) Influencer’s Representations and Warranties. Influencer hereby represents and warrants that:
    • (i) Influencer has the power and authority to enter into and perform this Agreement;
    • (ii) Influencer will be performing the Services;
    • (iii) Influencer will perform the Services in a professional, timely manner;
    • (iv) The Posts will comply with all laws, rules, regulations, and requirements, and no Post will infringe or violate the rights of any third party; 4
    • (v) This Agreement has been duly authorized by all necessary action on the part of Influencer and has been duly executed and delivered on behalf of Influencer by an individual authorized to do so;
    • (vi) Influencer has entered into no other agreement, contract or obligation, and is not subject to any order, decree or ruling, which would prohibit or constrain Influencer from performing its obligations under this Agreement.
  • (b) Company’s Representations and Warranties. Company hereby represents and warrants that:
    • (i) Company has been duly organized and is validly existing and in good standing under the laws of the jurisdiction in which it was organized;
    • (ii) Company has the power and authority to enter into and perform this Agreement;
    • (iii) This Agreement has been duly authorized by all necessary action on the part of Company and has been duly executed and delivered on behalf of Company by an individual authorized to do so;
    • (iv) Company has entered into no other agreement, contract or obligation, and is not subject to any order, decree or ruling, which would prohibit or constrain Company from performing its obligations under this Agreement.

11. No Assignment.

  • Influencer acknowledges and agrees that the rights granted herein are personal in nature and may not, in whole or in part, be transferred, delegated, or assigned by Influencer without the prior written express consent of Company. In the event Influencer assigns this agreement to a third party with Company’s consent, Influencer shall remain primarily liable for the performance of its obligations hereunder. Nothing herein shall prevent Company from assigning its rights or obligations under this Agreement.

12. Indemnification.

  • (a) Indemnification of Company. Influencer shall indemnify and hold Company, any parent company, sister company, subsidiary, related company or affiliate thereof, and any retailers or manufacturers of Company, and each of their respective officers, directors, employees, agents and affiliates harmless from and against any and all demands, claims, actions, causes of action, liabilities, suits, proceedings, investigations or inquiries (hereinafter collectively, a “Claim”), or any damages, judgments, awards, or settlement thereto, and all related out-of-pocket expenses, including, but not limited, to all reasonable outside attorneys’ fees and court costs, arising from or related to any third party claim in 5 connection with:
    • (i) Influencer’s breach of its representations, warranties or agreements hereunder;
    • (ii) Influencer’s performance or failure to perform under this Agreement; and/or
    • (iii) a Post, except to the extent a Claim is related to Influencer’s use of a Trademark as authorized and approved by Company.
    • (b) Indemnification of Influencer. Company shall indemnify and hold Influencer harmless from and against any and all Claims, or any damages, judgments, awards, or settlement thereto, and all related out-of-pocket expenses, including, but not limited, to all reasonable attorneys’ fees and court costs, arising from or related to
    • (i) the breach by Company of its representations, warranties or agreements hereunder or
    • (ii) Company’s performance or failure to perform under this Agreement.
  • (c) Notification/Defense. At such time as a party learns of a Claim, that party shall provide written notice thereof to the other party. The indemnifying party (hereinafter the “indemnitor”) shall undertake the defense thereof with counsel of its own choosing, but that is reasonably acceptable to the indemnified party (hereinafter the “indemnitee”). The indemnitor shall keep the indemnitee’s counsel informed of the status of the Claim, and shall provide the indemnitee with copies of all documentation, correspondence and communications concerning the Claim. Under no circumstances may the indemnitor abandon, compromise or settle any Claim, in whole or in part, without the indemnitee’s prior written approval, which shall not be unreasonably withheld or delayed.
  • (d) Disbursement of Recovery. In the event that the resolution of the Claim results in a payment to the indemnitor, any proceeds shall first go to the indemnitor to reimburse the indemnitor for its reasonable attorneys’ fees and costs. The remainder thereof shall be split evenly between the Parties.
  • (e) Failure to Defend. Should the indemnitor fail to defend the indemnitee pursuant to the terms hereof, or at any time abandon such defense, the indemnitee, on behalf of and for the account of the indemnitee, and at the indemnitee’s risk, shall have the right to undertake the defense, compromise and/or settlement of such Claim with counsel of the indemnitee’s own choosing. The indemnitor shall be liable for all reasonable costs and fees incurred by the indemnitee in such defense, as well as any other amounts owing by the indemnitee as a result of the entry of any judgment, or due to the settlement or compromise of such Claim. As a result of indemnitor’s failure to defend the indemnitee, the indemnitor shall forfeit its right to challenge the indemnitee’s good-faith defense, compromise and/or settlement of the Claim. The indemnitor shall reimburse the indemnitee therefore within ten (10) business days after receipt of indemnitee’s written notice setting forth the amount owed by the indemnitor. The indemnitor’s failure to pay such amount within such time shall constitute a material breach of this Agreement. 6

13. General Provisions.

  • (a) Entire Understanding. This Agreement sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof and may not be orally changed, altered, modified or amended in any respect. To effect any change, modification, alteration or amendment of this Agreement, the same must be in writing, signed by the parties hereto.
  • (b) Independent Contractor. Influencer is entering this Agreement as an independent contractor and not an employee of Company. Influencer will be solely responsible for paying all expenses incurred by Influencer, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. Influencer will have and maintain control of the manner and means of Influencer’s performance under this Agreement and will not be treated as an employee with respect to any services for federal or state tax purposes. Company is not responsible for withholding, and shall not withhold or deduct from Influencer’s payment plan amounts, if any, FICA or taxes of any kind, unless such withholding becomes legally required. Influencer will be responsible for payment of all applicable income, self-employment and other taxes. Influencer will not be eligible for and will not participate in any pension, or fringe benefit plan sponsored by Company and will not be covered by its workers' compensation or unemployment insurance or retained coverage.
  • (c) No Waiver. No waiver by either Party, whether expressed or implied, of any provision of this Agreement or of any breach or default of any Party, shall constitute a continuing waiver of such provision or any other provisions of this Agreement, and no such waiver by any party shall prevent such party from acting upon the same or any subsequent default of any other part of any provisions of this Agreement.
  • (d) Relationship of Parties. This Agreement does not constitute and shall not be construed as constituting an agency, a partnership or joint venture between Influencer and Company. Additionally, nothing contained herein shall be construed as to create between Influencer and Company the relationship of franchisor and franchisee. Influencer shall have no right to obligate or bind Company in any manner whatsoever, nor shall Company have the right to obligate or bind Influencer, and nothing herein contained shall give or is intended to give any rights of any kind to any third persons.
  • (e) Successors and Assigns. Without limiting anything herein to the contrary, this Agreement shall be binding upon and shall inure to the benefit of the successors and permitted assigns of the Parties.
  • (f) Survival of Terms. All terms, conditions, obligations and provisions capable of surviving the termination or expiration of this Agreement shall so survive. 7
  • (g) Draftsmanship of Agreement. This writing is the result of the mutual effort of the parties and their respective counsel, therefore, the parties agree that neither party shall be considered the draftsman of this Agreement. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in the manner appropriate to each, as of the day and year first above written.

Schedule A

Influencer x MANSCAPED Campaign Brief

Scope:

  • - Influencer to produce a unique static image or video promotion, featuring Company products calling out such products features and benefits, and CTA as outlined*
    • - *Please refer to scope outlined in separate email correspondence
  • - Projected Publication Date: No more than 15 days after receiving product

Term of Agreement: Minimum 90 days after campaign completion (campaign must be live minimum of Term)

Campaign Featured Company Products:

  • - Lawn Mower 3.0 trimmer as part of the MANSCAPED Perfect Package 3.0 Kit

Campaign Compensation: When applicable, payment via PayPal invoice (note – there may be a small processing fee associated)

Promo Code: Please refer to your specific campaign assignments outlined by your MANSCAPED Influencer Marketing Manager Swipe up URL :

Swipe up URL: Please refer to your specific campaign assignments outlined by your MANSCAPED Influencer Marketing Manager

Hashtags: Must include either #sponsored or #ad in accordance to Federal Trade Commission requirements for the disclosure of sponsored posts

Call to Action Text: Get 20% OFF + Free Shipping + 2 FREE GIFTS @Manscaped with code “ YOUR CODE HERE ” at Manscaped.com!  [TRACKING URL HERE] #sponsored

Step 3: Sign agreement

By clicking Adopt & Sign, I agree that I have read the Social Media Influencer agreement and the signature above will be the electronic representation of my signature - just the same as a pen-and-paper signature.

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