RUVI 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 RUVI Inc. (“RUVI”), with an address of 1326 Ross St #C, Petaluma CA 94954, 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 RUVI under the terms and conditions of this Agreement, services (the “Services”) in connection with RUVI’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 RUVI brand and RUVI products on Independent Influencer’s dedicated RUVI 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 RUVI 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 “RUVI Materials”).
Will be responsible for (i) creating and editing the Content and (ii) either emailing to RUVI 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 RUVI. RUVI 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 RUVI (or any of its affiliates or related entities), and shall have no authority to bind RUVI (or its affiliates or related entities) by contract or otherwise.

Restrictions.

Independent Influencer agrees that they will not: (i)

Make any derogatory statements about RUVI and/or RUVI 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 RUVI products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
Promote RUVI products, the RUVI brand, or the Program and/or the Influencer Page via any paid media channels
Promote RUVI products, the RUVI 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 RUVI, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.

Compensation.

In consideration for the Services, RUVI will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by RUVI in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by RUVI 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 RUVI product(s) via the Influencer Page that are made by a method of payment accepted by RUVI. 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 RUVI using its standard methodologies. RUVI will pay Independent Influencer its Commission on the 28th day of each month. Commissions due
hereunder will be made by RUVI 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 RUVI for purposes of receiving the payments set forth herein. RUVI is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by RUVI, 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 RUVI's business technology, business relationships or financial affairs which RUVI 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 RUVI from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without RUVI 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of RUVI, 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 RUVI. Independent Influencer will cooperate with RUVI and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to RUVI all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by RUVI or termination of this Agreement for any reason.
Information of Third Parties. Independent Influencer understands that RUVI is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require RUVI 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 RUVI 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”), RUVI shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.

Other Developments.

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

RUVI Materials and Trademark.

Except for Independent Influencer's limited right to use the RUVI Materials solely in connection with performing the Services, RUVI retains all right title and interest in the RUVI Materials, including all related intellectual property rights. RUVI hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display RUVI'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 RUVI's quality standards and trademark guidelines, which may be provided by RUVI to Independent Influencer from time to time
Will solely inure to the benefit of RUVI. 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 RUVI products, the RUVI 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, RUVI may link to, and stream content from such Social Channels on its websites, social media channels and in other RUVI 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 RUVI Materials;
The Content and Other Developments are Independent Influencer' s original work
Use of the Content and Other Developments by RUVI 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 RUVI 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 RUVI, 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. RUVI 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 RUVI, 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 RUVI, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “RUVI 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 RUVI PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH RUVI 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 RUVI 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 California. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within California.

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

Refersion - Advanced Affiliate Marketing Made Simple

Copyright © 2013 - 2021 · Refersion Inc.
All trademarks and registered trademarks are the property of their respective owners.

This Privacy Policy describes how ruvibeauty.com (the “Site” or “we”) collects, uses, and discloses your Personal Information when you visit or make a purchase from the Site.

Collecting Personal Information

When you visit the Site, we collect certain information about your device, your interaction with the Site, and information necessary to process your purchases. We may also collect additional information if you contact us for customer support. In this Privacy Policy, we refer to any information that can uniquely identify an individual (including the information below) as “Personal Information”. See the list below for more information about what Personal Information we collect and why.

Device information

• Examples of Personal Information collected: version of web browser, IP address, time zone, cookie information, what sites or products you view, search terms, and how you interact with the Site.
• Purpose of collection: to load the Site accurately for you, and to perform analytics on Site usage to optimize our Site.
• Source of collection: Collected automatically when you access our Site using cookies, log files, web beacons, tags, or pixels.
• Disclosure for a business purpose: shared with our processor Shopify.

Order information

• Examples of Personal Information collected: name, billing address, shipping address, payment information (including credit card numbers, email address, and phone number).
• Purpose of collection: to provide products or services to you to fulfill our contract, to process your payment information, arrange for shipping, and provide you with invoices and/or order confirmations, communicate with you, screen our orders for potential risk or fraud, and when in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
• Source of collection: collected from you.
• Disclosure for a business purpose: shared with our processor Shopify.

Customer support information

• Purpose of collection: to provide customer support.
• Source of collection: collected from you.
• Disclosure for a business purpose: Only as necessary to fulfill your order. 

Minors

The Site is not intended for individuals under the age of 18. We do not intentionally collect Personal Information from children. If you are the parent or guardian and believe your child has provided us with Personal Information, please contact us at the address below to request deletion.

Sharing Personal Information

We share your Personal Information with service providers to help us provide our services and fulfill our contracts with you, as described above. For example:

• We use Shopify to power our online store. You can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy.
• We may share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
• [INSERT INFORMATION ABOUT OTHER SERVICE PROVIDERS]

[INCLUDE FOLLOWING SECTION IF USING REMARKETING OR TARGETED ADVERTISING]

Behavioural Advertising

As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For example:

• We use Google Analytics to help us understand how our customers use the Site. You can read more about how Google uses your Personal Information here: https://policies.google.com/privacy?hl=en.You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.
• We share information about your use of the Site, your purchases, and your interaction with our ads on other websites with our advertising partners. We collect and share some of this information directly with our advertising partners, and in some cases through the use of cookies or other similar technologies (which you may consent to, depending on your location).

For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.

You can opt out of targeted advertising by:

• FACEBOOK - https://www.facebook.com/settings/?tab=ads
• GOOGLE - https://www.google.com/settings/ads/anonymous
• BING - https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads]

Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.

Using Personal Information

We use your personal Information to provide our services to you, which includes: offering products for sale, processing payments, shipping and fulfillment of your order, and keeping you up to date on new products, services, and offers.

Lawful basis

Pursuant to the General Data Protection Regulation (“GDPR”), if you are a resident of the European Economic Area (“EEA”), we process your personal information under the following lawful bases:

• Your consent;
• The performance of the contract between you and the Site;
• Compliance with our legal obligations;
• To protect your vital interests;
• To perform a task carried out in the public interest;
• For our legitimate interests, which do not override your fundamental rights and freedoms.

Retention

When you place an order through the Site, we will retain your Personal Information for our records unless and until you ask us to erase this information. For more information on your right of erasure, please see the ‘Your rights’ section below.

Automatic decision-making

If you are a resident of the EEA, you have the right to object to processing based solely on automated decision-making (which includes profiling), when that decision-making has a legal effect on you or otherwise significantly affects you.

We [DO/DO NOT] engage in fully automated decision-making that has a legal or otherwise significant effect using customer data.

Our processor Shopify uses limited automated decision-making to prevent fraud that does not have a legal or otherwise significant effect on you.

Services that include elements of automated decision-making include:

• Temporary denylist of IP addresses associated with repeated failed transactions. This denylist persists for a small number of hours.
• Temporary denylist of credit cards associated with denylisted IP addresses. This denylist persists for a small number of days.

GDPR

If you are a resident of the EEA, you have the right to access the Personal Information we hold about you, to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below [OR INSERT ALTERNATIVE INSTRUCTIONS FOR SENDING ACCESS, ERASURE, CORRECTION, AND PORTABILITY REQUESTS].

Your Personal Information will be initially processed in Ireland and then will be transferred outside of Europe for storage and further processing, including to Canada and the United States. For more information on how data transfers comply with the GDPR, see Shopify’s GDPR Whitepaper: https://help.shopify.com/en/manual/your-account/privacy/GDPR.

CCPA

If you are a resident of California, you have the right to access the Personal Information we hold about you (also known as the ‘Right to Know’), to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below [OR INSERT ALTERNATIVE INSTRUCTIONS FOR SENDING ACCESS, ERASURE, CORRECTION, AND PORTABILITY REQUESTS].

If you would like to designate an authorized agent to submit these requests on your behalf, please contact us at the address below.

Cookies

A cookie is a small amount of information that’s downloaded to your computer or device when you visit our Site. We use a number of different cookies, including functional, performance, advertising, and social media or content cookies. Cookies make your browsing experience better by allowing the website to remember your actions and preferences (such as login and region selection). This means you don’t have to re-enter this information each time you return to the site or browse from one page to another. Cookies also provide information on how people use the website, for instance whether it’s their first time visiting or if they are a frequent visitor.

We use the following cookies to optimize your experience on our Site and to provide our services.

Cookies Necessary for the Functioning of the Store

Reporting and Analytics

[INSERT OTHER COOKIES OR TRACKING TECHNOLOGIES THAT YOU USE]

The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device.

You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible.

Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage or filter cookies can be found in your browser’s help file or through such sites as www.allaboutcookies.org.

Additionally, please note that blocking cookies may not completely prevent how we share information with third parties such as our advertising partners. To exercise your rights or opt-out of certain uses of your information by these parties, please follow the instructions in the “Behavioural Advertising” section above.

Do Not Track

Please note that because there is no consistent industry understanding of how to respond to “Do Not Track” signals, we do not alter our data collection and usage practices when we detect such a signal from your browser.

Changes

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our practices or for other operational, legal, or regulatory reasons.

Contact

For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at [email address] or by mail using the details provided below:

RUVI , 1326 Ross St #C, Petaluma CA 94954, United States

If you are not satisfied with our response to your complaint, you have the right to lodge your complaint with the relevant data protection authority.