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 35.00%

Snacks Unlimited dba Angel32

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 Snacks Unlimited LLC. (“Angel32”), with an address of 200 South Wilcox Street Castle Rock, CO 80104, 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 Angel32 under the terms and conditions of this Agreement, services (the “Services”) in connection with Angel32'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 Angel32 brand and Angel32 products on Independent Influencer’s dedicated Angel32 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 Angel32 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 “Angel32 Materials”).


Will be responsible for (i) creating and editing the Content and (ii) either emailing to Angel32 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 Angel32. Angel32 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 Angel32 (or any of its affiliates or related entities), and shall have no authority to bind Angel32 (or its affiliates or related entities) by contract or otherwise.


Restrictions.


Independent Influencer agrees that they will not: (i)


Make any derogatory statements about Angel32 and/or Angel32 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 Angel32 products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page

Promote Angel32 products, the Angel32 brand, or the Program and/or the Influencer Page via any paid media channels

Promote Angel32 products, the Angel32 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 Angel32, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.


Compensation.


In consideration for the Services, Angel32 will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Angel32 in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Angel32 from Qualifying Orders (as defined below), fewer 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 Angel32 product(s) via the Influencer Page that are made by a method of payment accepted by Angel32. 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 monthly payouts. The Commission will be calculated solely based on records maintained by Angel32 using its standard methodologies. Angel32 will pay Independent Influencer its Commission on the 28th day of each month. Commissions due

hereunder will be made by Angel32 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 Angel32 for purposes of receiving the payments set forth herein. Angel32 is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Angel32, 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 Angel32's business technology, business relationships or financial affairs which Angel32 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 Angel32 from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Angel32 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Angel32, 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 Angel32. Independent Influencer will cooperate with Angel32 and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Angel32 all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Angel32 or termination of this Agreement for any reason.

Information of Third Parties. Independent Influencer understands that Angel32 is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Angel32 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 Angel32 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 that portrays Independent Influencer’s face, body, and voice (the “Restricted Materials”), Angel32 shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.


Other Developments.


Independent Influencer hereby grants to Angel32 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 Angel32 in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)


Angel32 Materials and Trademark.


Except for Independent Influencer's limited right to use the Angel32 Materials solely in connection with performing the Services, Angel32 retains all right title and interest in the Angel32 Materials, including all related intellectual property rights. Angel32 hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display Angel32'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 Angel32's quality standards and trademark guidelines, which may be provided by Angel32 to Independent Influencer from time to time

Will solely inure to the benefit of Angel32. 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 Angel32 products, the Angel32 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, Angel32 may link to, and stream content from such Social Channels on its websites, social media channels and in other Angel32 advertising and promotional materials.

Representations and Warranties.


Independent Influencer represents and warrants that:

He or she is at least 18 years 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 Angel32 Materials;

The Content and Other Developments are Independent Influencer's original work

Use of the Content and Other Developments by Angel32 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 Angel32 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 Angel32, 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. Angel32 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 Angel32, 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 Angel32, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “Angel32 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 Angel32 PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Angel32 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 Angel32 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 Colorado.


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 Angel32 agree that it would be impossible or inadequate to measure and calculate Angel32's damages from any breach by Independent Influencer of this Agreement. Accordingly, Independent Influencer and Angel32 agree that if Independent Influencer breaches this Agreement; Angel32 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 Angel32 further agrees that no bond or other security shall be required in obtaining such equitable relief and Independent Influencer and Angel32, 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 Angel32 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 Angel32 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 Angel32 and Independent Influencer, this Agreement constitutes the entire agreement between Independent Influencer and Angel32 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 Angel32. Angel32 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 Angel32'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, Angel32 will pay to Independent Influencer commission payments in accordance with the following table, with the exception that Angel32 could have promos that could go to higher percentages as an incentive, all details of such promos to be at Angel32's sole discretion and communicated to Independent Influencer in due time:


Commission Percentage

30% of Net Revenue


For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Angel32 Products that are purchased pursuant to such Qualifying Order.


Snacks Unlimited LLC (“Angel32”) has established this privacy policy to explain to you how your information is protected, collected, and used on its website, Castlerockco.com (the “Site”). Angel32 may update this policy at any time. Angel32 will provide notice of materially significant changes to this privacy policy by posting notice on the Site.

Protecting Your Privacy

Angel32 makes all attempts to protect your private information. Angel32 will not share your personal information with any third parties without your consent unless otherwise specified in this Policy.

Angel32, or people who post on the Site, may provide links to third party websites, which may have different privacy practices. Angel32 is not responsible for, and does not have any control over, the privacy policies of those third party websites, and encourages all users to read the privacy policies of each and every website visited.

Use of Website by Minors

Angel32 does not knowingly collect any information from persons under 13 years of age. Further, buying any items from sellers who sell on the Site is only knowingly allowed by individuals who are over the age of 18 and can enter into legally binding contracts.

Data Angel32 Collects

Angel32 may collect your name, email address, physical address, and phone number if you set up an account and/or if you purchase items from sellers who list items on the Site. This information is shared with the seller of any purchased items by you.

Angel32 sometimes collects your email address, for purposes such as sending email newsletters, information, sale information, and authenticating your account. By submitting your email to Angel32, you consent to emails from Angel32.

Angel32 sometimes collects your cell phone number for the purpose of sending you text messages about Angel32 or happening on the Site. By submitting your cell phone number to Angel32, you consent to text messages from Angel32.

Angel32 sometimes collects your phone number for the purpose of calling you about purchases made from sellers through the Site. By submitting your phone number to Angel32, you consent to phone calls from Angel32, even if such number is registered through a state or federal “Do Not Call” list. If you purchase items from the Site, you also consent to calls from the seller of such items.

Angel32 may collect personal information if you provide such information in feedback or comments and the Site or if you contact Angel32 directly. Any information posted on the Site is not confidential. Please do not post anything on Angel32 that you would like to keep private.

The Site’s weblogs collect standard weblog entries for each page served, including your IP address, page URL, and timestamp. Weblogs help Angel32 diagnose problems with our server, to administer the Site, and to otherwise provide service to you. In addition, Angel32 may collect other information from your interaction with our Website, services, content, and advertising, including computer and connection information, statistics on page views, traffic to and from the Website, ad data, IP address, demographic and navigational data, and standard weblog information. This information may be obtained for Angel32 from a third party provider including, but not limited to, through the use of Google Analytics. Angel32 may use this information for marketing, commercial, or any other purpose as Angel32 sees fit.

Data Angel32 Stores

All information posted to this Site may be stored in the Site’s database, even after “deletion”, and may be archived elsewhere.

The Site’s weblogs and other records are stored indefinitely. This may include any information you supply to Angel32, your purchase history if you are a buyer, your selling history if you are a seller, and your browsing history. However, Angel32 cannot guarantee access to these records by third parties for more than three business days after the original information was submitted.

Although Angel32 makes good faith efforts to store the information in a secure operating environment that is not available to the public, Angel32 cannot guarantee complete security.

Angel32 may store information in an off-site location, which may or may not be located in the United States and may not be bound by the laws of the United States.

Archiving and display of the Site’s webpages by search engines and other sites

Search engines and other sites not affiliated with Angel32 archive or otherwise make available Angel32’s individual webpages. Angel32 has no control over third party archiving and search engine sites and cannot guarantee the accuracy of any information stored by search engine sites.

Credit Card Information.

PayPal handles all purchases made through the Site. Please see PayPal Privacy Policy regarding payments made through its site. Angel32 does not store or gather credit card information through the Site.

Circumstances in which Angel32 may release information

Angel32 may disclose information about its users if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to respond to subpoenas, court orders, or another legal process.

Angel32 may disclose information about its users to law enforcement officers or others, in the good faith belief that such disclosure is reasonably necessary to: enforce our Terms of Use; respond to claims that any posting or other content violates the rights of third-parties; or protect the rights, property, or personal safety of Angel32, its users, or the general public.

Angel32 may disclose your information to third parties for use by Angel32. This may include disclosure to email marketing providers to provide targeted marketing for our users. If you do not wish to receive email marketing from Angel32, you will have the option to unsubscribe from the service.

Angel32 may disclose your information to other business entities, should Angel32 plan to merge with or be acquired by that business entity.

Angel32 may disclose your information in the event that you dispute any charges incurred by you with PayPal and/or any other third party service provider from Angel32.

Geotracking

Angel32 does not do any geotracking at this time through the Angel32 system; however, certain third party providers, such as Google Analytics, may request this information if your device allows it.

International Users

Angel32 welcomes international users to browse the Website. International Website Users consent to all the terms of service and this privacy agreement. International users waive any and all remedies that they may have based on the laws of their country.

Cookies and Similar Technologies

Angel32 may use various technologies to collect and store information when you visit the Site including cookies or similar technologies to identify your browser or device. By using the Site, you consent to the use of such technologies.