PRETTY IN MY POCKET POWER PRIMPER AGREEMENT
There are 2 parts to the engagement:
1. Beauty Expert: Power Primper agrees to join the Power Primper network, which is a community of other beauty INFLUENCERS, who post looks, share content, review products, upload videos, and communicate such posts publicaLLY on the Company platform, both on the desktop and mobile applications. As a BEAUTY expert, the power primper is invited and encouraged to post their own beauty product reviews, beauty product recommendations, beauty looks, swatches, and/or video content. Such content shall be uploaded, edited, and/or removed at any time according to the Terms and Conditions set forth. All content uploaded by each Power Primper, and Primp user for that matter, shall be in good taste, resourceful in nature, and applicable to the purchase of beauty product discovery and tutorials. The effective date starts upon agreeing to these terms. Any and all content shared on the PRIMP platform can be used by PRIMP to promote the company, the brands, and the Power primpers via emails, the featured feed, and/or Company materials which will most ofteb be shared digitally and with reference to the specific power primper. All content featured by Power Primpers on the site and mobile app will be used in such case as to promote the clout of the Power Primper and shall be referenced with a link to the Power Primper’s profile and/or blog. Here are examples.
The term of the the blogger's affiliation with the Company as a beauty expert is on going and indefinite. The Power Primper has the full and irrevocable right to remove herself as a Power Primper, therefore her affiliation as a Power Primper Beauty expert. In such case, the Power Primper need only provide written communication of her desire to a Company officer. The Power Primper acknowledges that her uploaded and shared content on the app and online are to remain Company property unless otherwise agreed. As a beauty expert, the Power Primper acknowledges that she is adding a profile, looks, product recommendations, and product reviews (linking to her blog site), on her own accord for the main purpose of elevating her expertise and blog content so that a larger number of people can access her content.
The purpose of the Power Primper 'Expert' profile on the app and on the website is to serve as a resume or portfolio of sorts, showcasing her abilities, style, product recommendations, and teaser content thus to help drive more traffic to her own site. The Power Primper acknowledges that the title of Power Primper is a respectable and honorable election and invitation to participate in the Company mission.
The Company Mission: Real Women Helping Other Real Women discover beauty and beauty products in a way that promotes self confidence and integrity. Being that such a mission is rare in the beauty world, we aim to positively reinforce such principals in our daily activities as a for profit commercial entity with a purpose for good, not just greed.
2. Paid sponsorships as a Power Primper and beauty expert. Power Primper acknowledges that, as a beauty expert associated with the Company, she is invited to participate in sponsorships with beauty partners and brands on behalf of Pretty in my Pocket. The Power Primper has the full right to elect to participate in the campaign per the requirements of the campaign. She also has the full right to decline participation. The Power Primper also has the full right to charge her own rate, but understands that her stated rate may or may not fit the budget of the campaign. In such an event, the Company may or may not ask the Power Primper to agree to a different rate and/or terms that work in the best interest of the client, the campaign, the Company, and the Power Primper.
Typical sponsorship details described here
The term of the sponsorships are agreed to on a case-by-case basis. Terms such as, but not limited to, when to post, specific product details, required images, campaign hash tags, social channels, and promotional elements will be shared with the Power Primper in advance of the campaign start date. She has no more than 48 hours to express her interest in participating in the campaign. After the 48 hour window, the Company shall move down the list of potential participants, thus to fill the needs of the campaign.
The rate: When quoting the initial rate for a paid sponsorship, Power Primper shall use the requirements described here for the purpose of providing a rate for her services in the paid sponsorship. The Power Primper has the right to choose to participate in promotional campaigns for beauty clients of the Company and she has the right not to participate. The Company will solicit sponsorship opportunities to the pool of available Power Primpers, from which the Power Primper will communicate her availability and rate for the given requirements of the campaign.
3. Compensation. In consideration of the services to be rendered by the Power Primper to the Company under this Agreement, the Company shall pay Power Primper the agreed upon campaign fee as stated in the Power Primper Application. If a different rate is agreed to for a campaign, a written agreement via email will suffice for a rate adjustment for the specified campaign. The Power Primper has a right for a rate adjustment if her audience grows. It is up to the Power Primper to request a rate change for services rendered. The rate on the Power Primper application will serve as the rate for a typical campaign unless otherwise agreed.
5.Employment Benefits. Power Primper shall not be eligible to receive the benefits granted by the Company to its employees, including health care, vacation/leave, pension and profit sharing plans, management bonus plans, or other similar plans maintained by the Company from time to time.
6.Business Expense Reimbursement. Consultant shall be reimbursed for all out-of-pocket expenses reasonably incurred in performing the duties under this Agreement provided such expenses are approved in advance and in writing by the Company’s CEO and are properly documented and incurred in a manner consistent with any expense reimbursement policies adopted by the Company .
7.Confidential Information; Trade Secrets. Consultant warrants and represents that the Company is the owner of the Company Information (as defined below) and, in the course of performing her services for the Company, Consultant may obtain access to the Company Information. Accordingly, Consultant agrees as follows:
(i) “Trade Secrets” means information related to the services or business of the Company or its Affiliates that (A) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts by the Company or its Affiliates that are reasonable under the circumstances to maintain its secrecy, including without limitation (1) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or proprietary nature; (2) identifying any oral presentation or communication as confidential immediately before, during or after such oral presentation or communication; or (3) otherwise treating such information as confidential or secret. Trade Secrets also include, but are not limited to, technical and non-technical data, formulas, patterns, designs, compilations, computer programs and software, devices, inventions, methods, techniques, drawings, processes, financial plans, product plans, lists of actual or potential customers and suppliers, research, development, existing and future products, the existence, nature and details of the relationship between the parties, and Consultants of the Company and its Affiliates.
(ii) “Confidential Information” means any and all proprietary business information of the Company or its Affiliates treated as confidential or secret by the Company or its Affiliates (that is, it is the subject of efforts by the Company or its Affiliates that are reasonable under the circumstances to maintain its secrecy) that does not constitute a Trade Secret, including, without limitation, any and all proprietary information of the Company or its Affiliates of which Consultant becomes aware as a result of the Consultant’s access to or presence at the Company’s facilities. Confidential Information includes, for example (A) business plans, (B) information related to any customer names and preferences; (C) advertising or marketing plans, and (D) information concerning financial structure and methods and procedures of operation.
(iii) “Company Information” means collectively the Confidential Information and Trade Secrets.
(b) Consultant shall use the same care and discretion (but in no event less than reasonable care and discretion) to protect and prevent disclosures of the Company Information; and (b) must not use, reproduce, distribute or disclose Company Information except as expressly authorized in writing by the Company.
(c) Disclosures of the Company Information by Consultant may be made only to those individuals or entities expressly approved in writing by the CEO of the Company.
(d) Within ten (10) days following the receipt of a written request from the Company, Consultant must deliver to the Company all tangible materials containing or embodying the Company Information.
(e) The covenants of confidentiality set forth herein (i) will apply after the Effective Date to any Company Information disclosed to Consultant before or after the Effective Date and (ii) will continue and must be maintained from the Effective Date through the effective date of the termination of Consultant’s engagement or work with the Company as set forth herein (the “Termination Date”) and (A) with respect to Trade Secrets, at any and all times after the Termination Date during which such Trade Secrets retain their status as such under applicable law; and (B) with respect to Confidential Information, for a period equal to the shorter of five (5) years after the Termination Date or until such Confidential Information no longer qualifies as confidential under applicable law.
In the event a court of competent jurisdiction shall modify, alter or eliminate any provision of this Section 6, the parties hereto agree to be bound by the ruling of such court and will amend this covenant accordingly.
8.Work Product. All Work Product (defined below) is and will be work made for hire by Consultant and owned by the Company. If any of the Work Product may not, by operation of law or otherwise, be considered work made for hire by Consultant for the Company, or if ownership of all right, title, and interest to the legal rights therein does not otherwise vest exclusively in the Company, then Consultant hereby assigns to the Company, and upon the future creation thereof automatically assigns to the Company, without further consideration, ownership of all Work Product. The Company may obtain and hold in its own name copyrights, patents, registrations, and any other protection available in the Work Product. Consultant will perform, during or after the Term, such further acts as may be necessary or desirable to transfer, perfect and defend the Company’s ownership of the Work Product as requested by the Company. “Work Product” means the data, materials, formulas, research, documentation, computer programs, software and hardware configurations, communication systems, audio systems, system designs, inventions (whether or not patentable), and all works of authorship, including all worldwide rights therein under patent, copyright, Trade Secret, Company Information, moral rights and other property rights, created or developed in whole or in part by Consultant while Consultant is engaged in or otherwise performing services for the Company under this Agreement. Notwithstanding the foregoing, the Company acknowledges and agrees that Consultant will be working on projects or activities unrelated to the Company’s business and Company shall have not right, claim or interest in or to any Work Product developed in whole or in part by Consultant that is unrelated to Company’s business.
9. License. To the extent that the materials Consultant delivers to the Company or customers thereof contain any pre-existing materials, and such preexisting materials are not Work Product, Consultant grants to the Company an irrevocable, perpetual, nonexclusive, worldwide, royalty-free license to: (a) use and distribute (internally or externally) copies of, and prepare derivative works based upon, such pre-existing materials and derivative works thereof and (b) authorize others to do any of the foregoing. Consultant must notify the Company in writing of any and all pre-existing materials so delivered by Consultant.
(a) Company Termination for Cause. Notwithstanding the stated term of this Agreement, the Company may terminate Consultant’s Agreement for “Cause” immediately upon delivery of a written termination notice to Consultant describing the occurrence of any of the following:
(i) Consultant has been convicted of, or has plead nolo contendere to, a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude;
(ii) Consultant has participated in fraud, theft, embezzlement or other act of dishonesty or moral turpitude involving the Company;
(iii) Consultant has engaged in any insubordination, acts or omissions constituting gross negligence or willful misconduct, destruction or dishonesty, resulting in, or which, in the good faith opinion of the Company could be expected to result in, material harm to the Company, including harm to the Company’s reputation, goodwill or prospects;
(iv) Consultant has failed for any reason to correct, cease or alter any action or omission that (A) in the good faith opinion of the Company does or may materially and adversely affect its business or operations, (B) violates or does not conform with the Company’s policies, standards or regulations or (C) constitutes a material breach of this Agreement or any other employment, consulting or similar agreement between Consultant and the Company;
(v) Consultant has disclosed without authorization any of the Company Information or otherwise materially breached Section 6 of this Agreement; or
(vi) Consultant has engaged in insubordination or acts or omissions that violate the Company’s policies against discrimination and harassment.
In the event that Consultant’s Agreement is terminated pursuant to the provisions of Section 9(a), the Company’s total liability to Consultant shall be limited exclusively to payment of the Compensation described in Section 2 earned through the Termination Date.
(b) Company Termination Without Cause. Notwithstanding the stated Term of this Agreement, the Company may terminate Consultant’s Agreement immediately without Cause to Consultant in the event that the Company determines that it is not in the best interest of the Company to continue to engage Consultant as an Independent Contractor.
(c) Expiration of Term. Upon the expiration of the Term, Consultant’s relationship with the Company shall no longer be governed by this Agreement, except for certain surviving provisions pursuant to Section 9(d).
11. Notices. All notices and other communications which are required or may be given under this Agreement must be in writing and will be deemed to have been duly given if delivered personally (including by overnight delivery service), by telecopier, or mailed, ore emailed, to the Party to whom the same is so delivered or mailed:
(a) if to the Company, to: Pretty In My Pocket, Inc. Attention: Caroline Van Sickle
(b) if to Consultant/Power Primper, to: ______________________________
Assignment; Binding Effect.
(c) Generally. No assignment or transfer may be made by Consultant of any of his rights or obligations under this Agreement, except with the prior written consent of the Company (which given the personal nature of Consultant’s obligations pursuant to this Agreement, is not expected to be given). The Company may assign this Agreement, in part or in whole, to any Affiliate or to any person that acquires from the Company or any successor or assign any or all of the Company’s membership interests or assets (or replacements of such assets). After a permitted assignment by the Company, “Company” will refer to (or if applicable, also refer to) such assignee in all provisions subject to such assignment.
(d) Binding Effect. Subject to Subsection (a), this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, representatives, successors and permitted assigns.
12. Waivers, Amendments and Remedies. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon any Party unless confirmed in writing. No waiver by any Party of any term or provision of this Agreement or of any default hereunder shall affect such Party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. This Agreement may not be modified or amended except by a writing executed by all parties. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies that any Party may otherwise have at law or in equity.
13. Mediation Prior to Other Action. Notwithstanding the Parties’ rights herein, the Company and Consultant acknowledge that, in the event it is appropriate and has some likelihood of success as to a particular matter as a dispute resolution mechanism, mediation may be the preferable means of dispute resolution. In the event of a dispute between the Parties to this Agreement over the interpretation, application or enforcement of this Agreement, the Parties shall first determine whether participation in mediation of that dispute is mutually acceptable and has some likelihood of success. If so, the Parties shall agree upon a mediator to facilitate the Parties’ discussion and resolution of their dispute and, prior to the commencement of the mediation proceedings, the Parties shall enter into a stipulation that information and documents presented in mediation shall be treated as privileged in any subsequent proceedings. Despite the Parties’ agreement to consider mediation in the event of a dispute between them, the Parties retain their rights to institute legal proceedings at any time. The Company and Consultant shall each bear their own legal fees and shall bear equally the costs incurred in connection with such mediation proceeding.
14. Section Headings; Interpretation. The titles, captions and headings contained in this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect in any way the meaning or interpretation of this Agreement. Each Party has reviewed and participated in drafting and revising this Agreement, and the normal rule of construction that any ambiguity is to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement.
15. Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.
16. Entire Agreement; Prior Agreements Superseded. This Agreement constitutes the entire agreement and understanding of the Parties with respect to their subject matter and supersede all prior verbal and written negotiations, discussions, correspondence, communications, understandings, and agreements between the Parties relating to the subject matter thereof.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to the principles of conflicts of laws.
18. Confidentiality. Each Party agrees that the terms and conditions of this Agreement are confidential and agree not to disclose any of the provisions stated here to any third party (other than its respective financial and legal advisors) except with the prior written consent of the other Party (which will not be unreasonably withheld) and except to the extent applicable law or enforcement of its terms requires public disclosure.
19. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute the same agreement, document or instrument. Any signature page of any such counterpart, or any email thereof, may be attached or appended to any other counterpart to complete a fully executed counterpart of such agreement, document or instrument, and any telecopy, email or other facsimile transmission of any signature shall be deemed an original and shall bind such Party.
20. CONSULTANT ACKNOWLEDGES THAT SHE HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.
Pretty in My Pocket, Inc.
2221 Peachtree RD, Suite D-358
Atlanta, GA 30309