identity Creative Content Creators Program Agreement

This Influencer Agreement (the "Agreement"), including the Usage Rights Addendum is entered into as of [Insert Date] by and between Identity Pet Nutrition, LLC ("Company"), with its principal place of business at 9217 Eastman Park Drive, Suite 4, Windsor, CO 80550, and [Influencer Name] ("Influencer"), located at [Influencer Address].

In consideration of the mutual promises set forth herein, the parties agree as follows:


1. Services

1.1 The Influencer agrees to create and publish content (the "Content") promoting the Company’s products, as outlined in the Campaign Details & Performance Measurement Exhibit (attached hereto and incorporated herein).
1.2 Content may include, but is not limited to, social media posts, videos, blogs, and other online media as specified by the Company.


2. Compensation

2.1 Free Products: The Company will provide the Influencer with $175 retail value of products, at the Influencer’s choosing, unless otherwise specified, free of charge for use in creating the Content.
2.2 Commission-Based Compensation: The Influencer will receive a commission of 15% for sales generated through their unique affiliate link or discount code, tracked through the Company's affiliate program. Terms & Conditions for the identity Creative Affiliate Program can be found at:
https://www.identitypet.com/pages/identity-creative. These terms are included as accepted by the Influencer and as part of this agreement.
2.3 Monetary Payment: If applicable, the Influencer will receive a one-time or recurring payment of $[Insert Amount] for their participation in the campaign.

2.4 Performance Metrics: The Influencer agrees to provide periodic reports on the performance of the Content, including but not limited to views, clicks, and sales, as requested by the Company.

2.5 Audit Rights: The Company reserves the right to audit the Influencer’s sales performance, including affiliate link usage, to verify commissions. The Influencer agrees to cooperate with such audits.


3. Content Requirements

3.1 All Content must be original and created solely by the Influencer.
3.2 The Content must clearly and conspicuously disclose any material connection between the Influencer and the Company in compliance with all applicable laws & regulations including but not limited to FTC (Federal Trade Commission) guidelines. The Content should not include any implied or explicit claims, including drug claims, without prior consent of the Company.
3.3 The Influencer will tag or mention the Company’s official accounts and include approved hashtags, such as #[Insert Hashtag(s)], in the Content.

3.4 The Influencer agrees to submit the Content to the Company for review at least 7 days before the planned publication date. The Company will provide feedback or approval within 3 days of receiving the Content.

3.5 Content Modifications: The Company reserves the right to request modifications to the Content to ensure that it meets brand guidelines and legal requirements. The Influencer agrees to make reasonable adjustments as requested by the Company.


4. Exclusivity

4.1 During the term of this Agreement and for a period of 6 months following the completion of the Campaign (the "Exclusivity Period"), the Influencer agrees not to promote, market, or endorse any products or brands that compete directly or indirectly with the Company’s products.
4.2 A "competitive brand" is defined as any company that offers pet food, treats, or other nutrition-related products similar to those provided by the Company.
4.3 The Influencer shall not feature competitive brands in the same Content as the Company’s products or in any Content created under this Agreement.

4.4 Non-Solicitation: During the term of this Agreement and for a period of 12 months following its termination, the Influencer agrees not to solicit or attempt to solicit any employees or customers of the Company.


5. Intellectual Property

5.1 All Content created under this Agreement shall remain the property of the Influencer, except for any Company-provided materials or unless compensation is provided to the Influencer to purchase, license or sub-license the content.
5.2 The Influencer grants the Company a perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, and display the Content for promotional purposes.


6. Term and Termination

6.1 This Agreement shall begin on [Start Date] and remain in effect until [End Date], unless terminated earlier by either party.

6.2 Either party may terminate this Agreement without cause by providing 30 days' written notice to the other party.

6.3 In the event of a breach of this Agreement by the Influencer, including but not limited to failure to fulfill content requirements, non-compliance with the Company’s guidelines, or other material violations, the Company may terminate the Agreement immediately and withhold compensation.

6.4 Obligations Upon Termination: Upon termination of this Agreement, the Influencer agrees to promptly return any Company-provided materials, including products, and submit any final content reports or other required deliverables. Any commissions earned up to the date of termination will be paid to the Influencer as per the terms of this Agreement.


7. Confidentiality

The Influencer agrees not to disclose any confidential or proprietary information shared by the Company during the term of this Agreement and thereafter.

7.1 Non-Disclosure of Terms: The Influencer agrees not to disclose the terms of this Agreement to any third party without the Company’s prior written consent, except as required by law.


8. Indemnification

The Influencer agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising from the Content or the Influencer’s breach of this Agreement.


9. Miscellaneous

9.1 Independent Contractor Relationship: The Influencer is an independent contractor, and nothing in this Agreement shall create an employer-employee relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Influencer and the Company. The Influencer is solely responsible for the payment of all applicable taxes and withholdings on any compensation received under this Agreement. This Agreement does not constitute an offer of employment, and the Influencer shall not be entitled to any benefits, insurance, or other privileges provided to employees of the Company.

9.2 Participants agree to indemnify and hold Identity Pet Nutrition, LLC harmless from any claims, damages, or liabilities arising from the Content or the Influencer’s breach of this Agreement.
9.3 Governing Law: This Agreement shall be governed by the laws of the State of Colorado, and any disputes shall be resolved exclusively in Weld County, CO.
9.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements except that any Terms & Conditions found at identitypet.com or within this agreement may be included in whole or part of this agreement.

9.5 Force Majeure: Neither party shall be held liable for failure to perform its obligations under this Agreement if such failure is due to circumstances beyond its reasonable control, such as acts of God, natural disasters, war, or changes in law or regulation.

9.6 Dispute Resolution: Any disputes arising from or in connection with this Agreement shall be resolved through binding arbitration in Weld County, CO, in accordance with the rules of the American Arbitration Association.

9.7 Prohibited Activities: Influencer may not:

  • Engage in self-referrals or fraudulent activities to earn commissions or other actions which may defraud the Company.
  • Share coupon codes publicly in unauthorized ways, such as forums or coupon websites.
  • Use paid advertisements (e.g., Google Ads) that redirect traffic to or away from Identity Pet Nutrition’s website without prior approval.
  • Mislead or deceive customers about the Company, this Program or any discounts or terms of an offer.
  • Represent Identity Pet Nutrition, LLC in any way that is harmful, false, misleading, or disparaging to the Company, its products, employees, or its reputation.
  • Make any statements, claims, or representations about Identity Pet Nutrition, LLC or its products that have not been expressly approved in writing by the Company.
  • Engage in any conduct or create content that violates applicable laws, infringes on the intellectual property rights of others, or is discriminatory, antisemitic, offensive, or otherwise inappropriate.
  • Influencer agrees not to disclose any confidential or proprietary information shared by Identity Pet Nutrition during the term of this Agreement and thereafter in perpetuity.

Violations may result in immediate termination of this Agreement and forfeiture of unpaid commissions or compensation.


10. Signatures

Company Representative:
Name: Jeremy J. Petersen
Title: President & CEO
Signature: ___________________________
Date: _______________________________

Influencer:
Name: _______________________________
Signature: ___________________________
Date: _______________________________


 

Campaign Details Exhibit (Example)

  • Campaign Name: [Insert Campaign Name]
  • Products Provided: [List Products]
  • Deliverables: [e.g., 3 Instagram posts, 1 TikTok video]
  • Posting Schedule: [e.g., January 10, 2025 - February 10, 2025]

 

Performance Measurement Exhibit

The key performance indicators (KPIs) that we will track are as follows:

·       Engagement rate - Measures the level of interaction (likes, comments, shares) relative to the number of followers. Formula: (Total Engagements / Total Followers) * 100

·      Follower growth rate - Tracks the increase in followers over a specific period. Formula: ((New Followers - Lost Followers) / Total Followers at Start) * 100

·      Reach and impressions - Indicates how many people have seen the influencer's content and how often it has been viewed.

o   Reach: Unique users who saw the content.

o   Impressions: Total number of times the content was displayed.

·      Click-through rate (CTR) - Measures the percentage of people who clicked on a link or call-to-action in the influencer's content.

o   Formula: (Number of Clicks / Number of Impressions) * 100

·      Conversion rate - Tracks how many of the influencer's followers completed a desired action (purchase, sign-up, etc.).

o   Formula: (Number of Conversions / Number of Clicks) * 100

·      Return of investment (ROI) - Assesses the profitability of the influencer's campaigns.

o   Formula: (Net Profit / Cost of Investment) * 100

·      Audience demographics - Understanding the age, gender, location, and interests of the influencer’s audience to ensure alignment with target market.

·      Brand mentions - Number of times the influencer mentions the brand or product in their content.

·      Sentiment analysis - Evaluates the tone and sentiment of comments and mentions to gauge audience perception.

·      Influencer share of voice (SOV) - Measures the influencer's visibility compared to competitors in the same niche.

o   Formula: (Influencer Mentions / Total Mentions in Industry) * 100

·      Hashtag performance - Tracks the effectiveness of specific hashtags used by the influencer.

o   Metrics: Engagement, reach, and impressions of posts with specific hashtags.

 

Usage Rights Addendum

The following additional terms and conditions apply to the use of Content created under this Agreement:

1. Ownership and Grant of License


1.1
Ownership of Content: The Influencer retains ownership of the Content created under this Agreement unless otherwise specified. However, the Company is granted specific usage rights as outlined.


1.2
License Grant to Company: The Influencer grants the Company a perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, display, modify, and create derivative works of the Content, including but not limited to marketing, advertising, social media campaigns, and other promotional purposes. This license applies across all platforms and media, whether now known or hereafter devised.

2. Usage and Distribution


2.1
Scope of Usage: The Company is permitted to use the Content across all of its media platforms, including websites, social media accounts, digital advertising, email campaigns, and printed materials. The Company may also sublicense the Content to its affiliates, partners, or agencies for promotional use.


2.2
Duration of License: The Company’s rights to use the Content shall be perpetual, meaning the Company can continue to use the Content without any time limitations.


2.3
Modification and Adaptation: The Company is permitted to modify, adapt, or edit the Content as needed to fit specific marketing needs, subject to ensuring that the modifications are not materially misleading or damaging to the Influencer’s reputation.

3. Influencer’s Right to Use the Content


3.1
Self-Promotion: The Influencer may continue to use the Content for self-promotion, including in their portfolio, on their personal social media channels, and in their marketing materials, provided that the Content is not used in a way that conflicts with the Company’s interests or brand.


3.2
No Unauthorized Use: The Influencer agrees not to use the Content in any other commercial manner or for any purpose other than as expressly granted in this Agreement without the Company’s prior written consent.

4. Attribution


4.1
Attribution in Use: The Company agrees to provide appropriate credit to the Influencer for the creation of the Content, where possible, by including the Influencer's name or handle in any public use of the Content (e.g., in social media posts or advertisements).

5. Removal of Content


5.1
Content Removal Request: The Influencer may request the removal of the Content from the Company’s media platforms if the Company’s use violates the terms of this Agreement or is otherwise deemed inappropriate by the Influencer. Such a request will be reviewed by the Company and, if appropriate, will be honored within a reasonable time frame.

6. Rights upon Termination


6.1
Post-Termination Usage: Upon termination of this Agreement, the Company’s rights to use the Content will remain in effect as outlined in this Usage Rights Addendum, provided that the Company will cease creating new derivative works of the Content unless otherwise agreed.

7. Grant of License

The Company hereby grants to the Influencer a limited, non-exclusive, non-transferable, and revocable right to use the Company’s intellectual property, including but not limited to trademarks, logos, product images, and marketing materials (collectively, "IP"), solely for the purpose of promoting the Company’s products or services in accordance with the terms of this Agreement. This license is restricted to the promotional activities expressly outlined in this Agreement and shall not extend to any other use of the Company’s IP. The Influencer agrees not to sublicense, assign, or transfer the rights granted under this clause to any third party without the prior written consent of the Company. The Company retains all ownership rights to its IP, and the Influencer’s rights hereunder shall immediately terminate upon the expiration or termination of this Agreement.

Company Representative:
Name: Jeremy J. Petersen
Title: President & CEO
Signature: ___________________________
Date: _______________________________

Influencer:
Name: _______________________________
Signature: ___________________________
Date: _______________________________