Program Application




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Conversion action Online purchase with processed valid payment
Cookie days 30 day(s)
Commission type Percent of Sale
Base commission 20.00%
BOLDIFY INC.
INDEPENDENT INFLUENCER AGREEMENT

This Independent Influencer Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Boldify Inc. (“Boldify”), with an address of 651 N. BROAD ST., SUITE 206, MIDDLETOWN, DE 19709, United States and the influencer identified below (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services.

The Independent Influencer Program. Independent Influencer agrees to provide to Boldify under the terms and conditions of this Agreement, services (the “Services”) in connection with Boldify's Independent Influencer Program (the “Program”). As part of the Services, Independent Influencer will generate and post content (including, without limitation, text, videos and images) regarding Boldify brand and Boldify products on Independent Influencer’s dedicated Boldify Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.

Independent Influencer agrees to:

Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools and other resources in performing the Services but Boldify will provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to his/her Influencer Page and/or Social Channels (such templates and other materials are collectively referred to as the “Boldify Materials”).
Will be responsible for (i) creating and editing the Content and (ii) either emailing to Boldify such Content to upload to the Influencer Page or posting such Content on the Social Channels. All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page subject to prior review by Boldify. Boldify has the right to remove any Content from the Influencer Page.
It is understood and agreed that Independent Influencer will be an independent contractor, is not and will not be considered an agent or employee of Boldify (or any of its affiliates or related entities), and shall have no authority to bind Boldify (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Influencer agrees that they will not: (i)

Make any derogatory statements about Boldify and/or Boldify products
Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites
Resell or distribute any Boldify products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
Promote Boldify products, the Boldify brand, or the Program and/or the Influencer Page via any paid media channels
Promote Boldify products, the Boldify brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
Engage in any fraudulent transactions, as reasonably determined by Boldify, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.

Compensation.

In consideration for the Services, Boldify will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Boldify in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Boldify from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Boldify product(s) via the Influencer Page that are made by a method of payment accepted by Boldify. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Boldify using its standard methodologies. Boldify will pay Independent Influencer its Commission on the 28th day of each month. Commissions due
hereunder will be made by Boldify to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Boldify for purposes of receiving the payments set forth herein. Boldify is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Boldify, including without limitation any transactions originating from Influencer 's IP addresses or computers under Influencer's control.

Confidentiality.

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Boldify's business technology, business relationships or financial affairs which Boldify has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Boldify from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Boldify's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Boldify, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Boldify. Independent Influencer will cooperate with Boldify and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Boldify all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Boldify or termination of this Agreement for any reason.
Information of Third Parties. Independent Influencer understands that Boldify is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Boldify to protect or refrain from use of Confidential Information. Independent Influencer agrees to be bound by the terms of such agreements in the event Independent Influencer has access to such Confidential Information.

Intellectual Property Rights.

Content License.

Independent Influencer hereby grants to Boldify and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
Independent Influencer shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Influencer’s promotional purposes, in any and all media now known or hereafter developed.
With respect to Content which portrays Independent Influencer’s face, body and voice (the “Restricted Materials”), Boldify shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.

Other Developments.

Independent Influencer hereby grants to Boldify and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Boldify in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)

Boldify Materials and Trademark.

Except for Independent Influencer's limited right to use the Boldify Materials solely in connection with performing the Services, Boldify retains all right title and interest in the Boldify Materials, including all related intellectual property rights. Boldify hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display Boldify's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Independent Influencer agrees that any use of the Marks:

Will comply with Boldify's quality standards and trademark guidelines, which may be provided by Boldify to Independent Influencer from time to time
Will solely inure to the benefit of Boldify. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Influencer agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

Federal Trade Commission Requirements.

Independent Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Influencer's provision of the Services hereunder. Independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Boldify products, the Boldify brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Independent Influencer Social Channels.

In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the Influencer Page. If Independent Influence so elects, Boldify may link to, and stream content from such Social Channels on its websites, social media channels and in other Boldify advertising and promotional materials.
Representations and Warranties.

Independent Influencer represents and warrants that:

He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Boldify Materials;
The Content and Other Developments are Independent Influencer' s original work
Use of the Content and Other Developments by Boldify will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Boldify for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides

Indemnification.

Independent Influencer shall indemnify and hold Boldify, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Term; Termination.

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Boldify may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).

Independent Contractor; No Agency.

Independent Influencer is not and shall not be deemed an employee, agent, joint venture or partner of Boldify, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

Limitation of Liability.

IN NO EVENT SHALL BOLDIFY, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “BOLDIFY PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE BOLDIFY PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH BOLDIFY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE BOLDIFY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Governing Law, Jurisdiction and Venue.

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within New York City.

Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day



following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

Equitable Relief.

Independent Influencer and Boldify agree that it would be impossible or inadequate to measure and calculate Boldify's damages from any breach by Independent Influencer of this Agreement. Accordingly, Independent Influencer and Boldify agree that if Independent Influencer breaches this Agreement; Boldify will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Independent Influencer and Boldify further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and Boldify, hereby consent to the issuances of such injunction and to the ordering of such specific performance.

Miscellaneous.

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Boldify to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Boldify unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Boldify and Independent Influencer, this Agreement constitutes the entire agreement between Independent Influencer and Boldify with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Independent Influencer without the express written consent of Boldify. Boldify may assign any or all of its rights and obligations under this Agreement without Independent Influencer's written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Boldify's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.








Commission Appendix

For Qualifying Orders in a calendar month, Boldify will pay to Independent Influencer commission payments in accordance with the following table, with the exception that Boldify could have promos that could go to higher percentages as incentive, all details of such promos to be at Boldify's sole discretion and communicated to Independent Influencer in due time:


Commission Percentage
20% of Net Revenue 


For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Boldify Products that are purchased pursuant to such Qualifying Order.
PRIVACY STATEMENT

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SECTION 1 - WHAT DO WE DO WITH YOUR INFORMATION?

When you purchase something from our store, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address.
When you browse our store, we also automatically receive your computer’s internet protocol (IP) address in order to provide us with information that helps us learn about your browser and operating system.
Email marketing (if applicable): With your permission, we may send you emails about our store, new products and other updates.

SECTION 2 - CONSENT

How do you get my consent?
When you provide us with personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only.
If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent, or provide you with an opportunity to say no.

How do I withdraw my consent?
If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at anytime, by contacting us at [email protected] or mailing us at:
BOLDIFY USA
P.O Box 11116 Ellerslie Auckland NZ 1542

SECTION 3 - DISCLOSURE

We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.

SECTION 4 - SHOPIFY

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
Your data is stored through Shopify’s data storage, databases and the general Shopify application. They store your data on a secure server behind a firewall.

Payment:
If you choose a direct payment gateway to complete your purchase, then Shopify stores your credit card data. It is encrypted through the Payment Card Industry Data Security Standard (PCI-DSS). Your purchase transaction data is stored only as long as is necessary to complete your purchase transaction. After that is complete, your purchase transaction information is deleted.
All direct payment gateways adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover.
PCI-DSS requirements help ensure the secure handling of credit card information by our store and its service providers.
For more insight, you may also want to read Shopify’s Terms of Service (https://www.shopify.com/legal/terms) or Privacy Statement (https://www.shopify.com/legal/privacy).

SECTION 5 - THIRD-PARTY SERVICES

In general, the third-party providers used by us will only collect, use and disclose your information to the extent necessary to allow them to perform the services they provide to us.
However, certain third-party service providers, such as payment gateways and other payment transaction processors, have their own privacy policies in respect to the information we are required to provide to them for your purchase-related transactions.
For these providers, we recommend that you read their privacy policies so you can understand the manner in which your personal information will be handled by these providers.
In particular, remember that certain providers may be located in or have facilities that are located a different jurisdiction than either you or us. So if you elect to proceed with a transaction that involves the services of a third-party service provider, then your information may become subject to the laws of the jurisdiction(s) in which that service provider or its facilities are located.
As an example, if you are located in Canada and your transaction is processed by a payment gateway located in the United States, then your personal information used in completing that transaction may be subject to disclosure under United States legislation, including the Patriot Act.
Once you leave our store’s website or are redirected to a third-party website or application, you are no longer governed by this Privacy Policy or our website’s Terms of Service.

Links
When you click on links on our store, they may direct you away from our site. We are not responsible for the privacy practices of other sites and encourage you to read their privacy statements.
Google analytics:
Our store uses Google Analytics to help us learn about who visits our site and what pages are being looked at

SECTION 6 - SECURITY

To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed.
If you provide us with your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with a AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards.

SECTION 7 - COOKIES

Here is a list of cookies that we use. We’ve listed them here so you that you can choose if you want to opt-out of cookies or not.
_session_id, unique token, sessional, Allows Shopify to store information about your session (referrer, landing page, etc).
_shopify_visit, no data held, Persistent for 30 minutes from the last visit, Used by our website provider’s internal stats tracker to record the number of visits
_shopify_uniq, no data held, expires midnight (relative to the visitor) of the next day, Counts the number of visits to a store by a single customer.
cart, unique token, persistent for 2 weeks, Stores information about the contents of your cart.
_secure_session_id, unique token, sessional
storefront_digest, unique token, indefinite If the shop has a password, this is used to determine if the current visitor has access.
PREF, persistent for a very short period, Set by Google and tracks who visits the store and from where


SECTION 8 - AGE OF CONSENT

By using this site, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

SECTION 9 - CHANGES TO THIS PRIVACY POLICY

We reserve the right to modify this privacy policy at any time, so please review it frequently. Changes and clarifications will take effect immediately upon their posting on the website. If we make material changes to this policy, we will notify you here that it has been updated, so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we use and/or disclose it.
If our store is acquired or merged with another company, your information may be transferred to the new owners so that we may continue to sell products to you.

QUESTIONS AND CONTACT INFORMATION

If you would like to: access, correct, amend or delete any personal information we have about you, register a complaint, or simply want more information contact our Privacy Compliance Officer at [email protected] or by mail at
BOLDIFY USA
[Re: Privacy Compliance Officer]
P.O Box 11116 Ellerslie Auckland NZ 1542