Acorn is a digital influence agency that connects Digital Influencers (as defined below) with those that seek to expand their brand, product, and/or service awareness online (“Advertisers”). Acorn specializes in connecting Digital Influencers to the Advertiser where it will provide the most value (ie. the best match). As a Digital Influencer, Acorn values your opinions and considers you and your audience valuable assets to the Advertisers with which Acorn works. You are signing this Agreement with Acorn in order to provide your services to the Advertiser, through Acorn’s proprietary relationships with Advertisers. Digital Influencers include those that own a blog, have a presence on social media networks (such as Facebook, Twitter, YouTube and Pinterest), use their social media networks to post regular content, and work or are willing to work with Advertisers to promote their brand and/or products or services (“Digital Influencer”). You are signing this Agreement as a condition to your working with Acorn and the Advertiser and you agree that the Advertiser relationship is the sole and exclusive right and interest of Acorn.
Engagement with Advertisers.
As a condition to Acorn engaging with you to provide your services on behalf of Advertisers, you agree that you shall in no way attempt to circumvent Acorn to work with Advertisers directly. You will not use any information you obtained from Acorn, the Advertiser or any third party to compete with Acorn or in any way that would be detrimental to Acorn. All Digital Influencer communications with Advertisers shall be through Acorn. Specifically, you agree not to solicit business directly from the Advertiser and in the event Advertiser contacts you directly to solicit you or your services, you will notify Acorn immediately of such contact. Acorn, Digital Influencer and Advertiser understand the necessity of protection against the unfair competition of circumvention of the other party and that the nature and scope of such protection has been carefully considered by each party. The parties further acknowledge and agree that the covenants and provisions of this section, for the consideration for disclosure of the identity of and nature of the relationship with the Advertiser are among the inducements for entering into an consummating any transaction contemplated as a result thereof. If, however, any court determines that the foregoing restrictions are not reasonable, such restrictions shall be modified, rewritten, or interpreted to include as much as their nature and scope will render them enforceable. The Parties understand and agree that in the event of a breach of this Agreement by either party, each shall be entitled to equitable relief, including an injunction an specific performance as a remedy for any such breach, in addition to, an not exclusive of, any and all other remedies available at law or in equity, including recovery of damages.
Digital Influencer’s blog must contain original editorial content in addition to opportunity-related or other paid posts. Blogs that exist primarily for payment will not be accepted. Any content submitted by Digital Influencer may not include or support libelous, defamatory, knowingly false content, excessive profanity, violence or racial intolerance, illicit drugs or drug paraphernalia, pornography, or adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes upon the legal rights of others, including but not limited to any third party copyright, trademark, trade secret, or patent. Any Advertiser-related intellectual property such as trademarks, logos, and other materials of the Advertiser, may not be used without the prior written permission of the Advertiser, and if s used, must be within guidelines established by the Advertiser.
Digital Influencer represents and warrants that he/she/it shall fulfill their obligations for each Advertiser that he/she/it participates with as set forth in the Advertiser program statement of work. In the event Digital Influencer cannot fulfill its obligations, he/she/it will promptly notify Acorn of such occurrence.
Digital Influencer agrees he/she/it will not, and will not allow a third party to: (i) alter, modify, reproduce, or create derivative works of Acorn; (ii) attempt to circumvent or overcome any protection measures intended to protect the relationships of Acorn with its Advertisers; or (iii) interfere with the operation of the business of Acorn. The Acorn name, logo and all product and service names associated therewith are trademarks of Acorn and its licensors and providers and Digital Influencer is granted no right or license to use them without express written consent of Acorn.
Except as otherwise stated, all content, data or other information provided through the Digital Influencers media platforms (collectively “Content”) is owned by the Digital Influencer. Digital Influencer is solely responsible for verifying the accuracy, completeness, and applicability of all such Content, and for Digital Influencer’s use of any such Content. Acorn will not, and will not permit any third party to: (i) alter, modify, reproduce, or create derivative works of any Content; (ii) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Content; or (iii) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Content. Certain Content may include or be based on data, information or content from Acorn, Advertisers and/or other independent third party Content providers. Digital Influencer is responsible for Digital Influencer’s compliance with any Advertiser terms and conditions as provided by such Advertiser to Acorn and Digital Influencer.
Acorn will pay Digital Influencer in accordance with Acorn’s standard business practices and specific to each Digital Influencer and each campaign, as set forth on a specific statement of work. Digital Influencer must complete all Advertiser requirements in full for a given period in order to earn such payment. Fees will not be pro-rated based on Digital Influencer’s partial completion of Advertiser requirements. Acorn shall pay all Fees due to Digital Influencer within sixty (60) days after the end of each campaign. Digital Influencer must provide all applicable payment information and a completed W-9 to Acorn.
This Agreement is entered into as of the date Digital Influencer executes this Agreement; and will continue in perpetuity until terminated as set forth in this Agreement. Either party may terminate this Agreement for any or no reason, at any time by providing written notice to the other party.
Upon termination of this Agreement, the following sections shall survive: Advertisers, Ownership, Content, Fees, Survival, Indemnification and Limitation of Liability.
Representations and Warranties.
Each party represents and warrants that: (i) it will perform its obligations under this Agreement in accordance with all applicable laws, rules, regulations and orders; (ii) it has the legal right and authority to enter into and perform this Agreement; and (iii) this Agreement forms a binding legal obligation on behalf of such party. The party accepting this Agreement on behalf of Digital Influencer represents and warrants that he or she is duly authorized and has full authority to execute and deliver this Agreement.
Digital Influencer agrees to indemnify, defend and hold harmless Acorn and its directors, officers, employees, independent contractors, successors and assigns (each an “Indemnified Party”) for, from and against any and all claims, demands, threats, suits, proceedings, losses, costs, expenses or damages (including attorneys’ gees) (a “Claim”) incurred by an Indemnified Party to the extent arising from Digital Influencer’s breach of this Agreement. Acorn shall provide Digital Influencer with a notice of any such Claim and Acorn shall have the right to participate in the defense of a Claim at its own expense.
Limitation of Liability.
DIGITAL INFLUENCER IS RESPONSIBLE FOR ITS OWN CONTENT AND COMPLIANCE WITH ALL LAWS AND REGULATIONS GOVERNING SUCH CONTENT (INCLUDING SPONSORED AND/OR PAID CONTENT). ACORN SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. ACORN’S ENTIRE LIABILITY HEREUNDER SHALL NOT EXCEED THE TOTAL FEES PAID BY ACORN TO DIGITAL INFLUENCER IN THE MONTH PRIOR TO THE MONTH IN WHICH THE CLAIM AROSE.
Governing Law; Venue.
This Agreement shall be governed by the laws of the State of Arkansas, without regard to conflicts of laws principles. Each party agrees that all disputes arising under this Agreement shall be brought in the Superior Court of the State of Arkansas in Benton County or the Federal District Court of Arkansas, Western District, and each party irrevocably waives any objection such party may have as to the venue of any such proceeding brought in such court as an inconvenient forum.
You expressly consent to the use and disclosure of personally identifiable and other data and information you provide. Acorn will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information (data or information that does not identify an entity or natural persona as the source thereof) resulting from you Content. To the extent any such data or information is collected or generated by Acorn, the data and information will be solely owned by Acorn and may be used by Acorn for any lawful business purpose without a duty of accounting to you, provided that the data and information is used only in an aggregated form, without directly identifying you or any other entity or natural persona as the source thereof.
All notices required to be provided by Acorn by this Agreement shall be delivered by Acorn to Digital Influencer via email to the email address provided by Digital Influencer. It is Digital Influencer’s responsibility to keep a current email on file with Acorn. All notices required to be provided by Digital Influencer to Acorn shall be delivered via first class mail, or any nationally recognized mail delivery service.
Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
The failure of either party to exercise any right or option arising out of a breach of this Agreement shall not be deemed a waiver of any right or option with respect to any subsequent or different breach or the continuance of any existing breach.
Each provision of this Agreement shall be interpreted in such fashion as to be effective and valid under applicable law. If any provision of this Agreement is declared void, unenforceable or invalid all remaining provisions shall remain in full force and effect.
Digital Influencer may not assign or transfer this Agreement, nor any of their rights or obligations, in whole or in part, without the express written consent of Acorn. Acorn may assign this Agreement to any party that assumes Acorn’s obligations hereunder.
Acorn and Digital Influencer shall perform their obligations hereunder as independent contractors. Nothing herein is intended to, or shall be construed to create a partnership, agency, joint venture, employment or similar relationship between the parties. Neither party has any right or ability to bind or enter into any obligation on behalf of the other. Each party shall bear its own costs and expenses of its performance of its obligations under this Agreement.
This Agreement, together with the Rate Card hereto, states, the entire agreement between the parties regarding its subject matter and supersedes and terminates any prior oral or written proposals, agreements or other communications between the parties regarding the subject matter. This Agreement shall not be modified except in writing signed by an authorized representative of each party.
1011 Southwest A Street
Bentonville, AR 72712