Term Sheet
Each field in the Term Sheet makes up the terms of each Deal between and Influencer and Brand. Reach will use these fields to create the agreement for this specific Deal, which provides all of the relevant information each Influencer needs to complete the Deal Requirements. The terms of the Brand and Influencer Agreements and the Terms of Use of the Reach App continue to apply. By submitting the Offer and matching with an Influencer, Brands accept and agree to the terms of the Deal Agreement.
Offer: [offer title] - The Offer contains what the Brand is planning to give to the Influencer in exchange for social exposure on the Influencer’s Instagram Account.
Target Tier [tier] - This is the tier the Brand is targeting with their Offer. Brands may manually match with Influencers outside of the target tier if they wish. Influencers are divided into Tiers using Reach’s proprietary algorithm which relies on several metrics, including following and Post engagement. The higher the Tier, the greater an Influencer’s Reach and power to create buzz for Brands.
Client: [client] - This field will be used if there is an agency or authorized representative acting on behalf of a Brand. The term Brand, that is used in the Brand and Influencer Agreements, will encompass the client as well.
Brand: [brand] - This is the Brand engaging the Influencer to post on its behalf. This term is also used in the Brand and Influencer Agreements.
Brand Address: [brand address] - Brand’s current mailing address provided in their profile information.
Influencer: [influencer name] - This is the Influencer’s personal or business name, who will be providing the Deliverables.
Instagram: [influencer instagram] - Influencer’s Instagram Account, whereby Influencer will be posting the Deliverables.
Physical Gift [physical gift] - This is the a product, service, discount, voucher, or some other form of reward offered in exchange for the Deliverables.
Approximate Retail Value [approximate retail value] - This is the approximate retail value of the Physical or Digital Gift as detailed in the Offer creation.
Monetary Payment [monetary payment] - This is the payment, where applicable, offered in exchange for the Deliverables that comply with the Deal Requirements herein.
Maximum number of redemptions [number of deals] - This is the maximum number of deals the Brand will enter into related to this Offer.
Deliverables [media type] - This is the type of Instagram post the Influencer will create.
Brand Tag [brand handle to tag] - The Brand Tag will be included by the Influencer and clearly visible in the Deliverables.
Governing Law [governing law] - This Agreement shall be construed and enforced according to the laws of this state entered in the Brand Profile and any dispute under this Agreement must be brought in this venue and no other.
FTC Disclosure Language: [If specified, this disclosure language is to be used] - If specified, Influencer must use this FTC compliant disclosure language in connection with the Deliverables.
Deal Requirements [deal requirements] - The following are the requirements set forth in the offer and Recap for the post the Influencer is creating. The Deal Requirements involved will be listed here by clause. Please refer to the Deal Requirement Addendum for the corresponding definition of each clause.
Deal Agreement Summary
Each campaign will be detailed in a Deal Agreement like this one. The Deal Agreement specifies what Brands and Influencers need to know to get a post verified by Reach.
Using the Reach App is only way Influencers can work with the Brands that they meet or discover through Reach. Neither party may contact the other directly or try to work around us outside of Reach. To meet or discover each other means that, through the Reach App, you view their information, like or pass on an offer, match, make a deal, receive product or compensation from, or perform work on behalf of the Brand.
Reach is free of charge for Influencers to use.
Influencers will abide by all applicable laws, follow the guidelines on our Recaps and will only provide original content.
The Deliverables must be posted on Influencer’s social channels for at least 30 days, where applicable.
To offer a Deal, Brands must fully fund the Deal before Reach will connect with them with any influencers. Reach will not release any funds to influencers until the Deal Deliverables have been completed and verified.
Reach will pay Influencers through Stripe within 45 days of our verification that they have completed the Deliverables, where applicable.
Reach will never share Influencer’s mailing address with the Brands.
Both Brand and Influencer are free to enter into this agreement.
Brands own all of the materials and information they upload to Reach and pass along to our influencers.
Your intellectual property will always stay yours.
All confidential information between us must stay that way.
Our influencers own the content they create, but Brands are welcome to display it on their own website and social channels.
Whenever Brands match an Influencer, this Deal Agreement, which is signed by Brand upon publishing this offer, is sent to the Influencer for countersignature. Once Influencer signs, both Brand and Influencer are legally bound.
Reach Deal Agreement
THIS AGREEMENT ("Agreement") is made by and between you ("Influencer") and BRAND (“Brand” or “Client” collectively the “Parties”) and shall be in full force and effect upon the date of execution.
In consideration of the mutual promises contained herein, the parties agree as follows:
1. Engagement. Brand hereby engages Influencer to participate in a sponsored campaign (the “Deal”). The details of the Deal will be detailed in full in a Deal Contract hereby incorporated by reference (the "Deliverables"). Influencer shall not have the authority to make any commitments whatsoever on behalf of Brand. Influencer shall have 14 days to complete the Deliverables from the full execution of this Agreement. If Brand is supplying Influencer with product and/or services, Influencer shall have 14 days to complete the Deliverables from the day Influencer receives the product and/or services.
2. Influencer Representations/Warranties. Influencer represents and warrants that:
a) Influencer is a professional in the area of social media promotion, and has the necessary knowledge, skills, experience, qualifications, rights, and resources to provide the Deliverables;
b) Influencer, or Influencer’s legal guardian, has the full and unrestricted right, power, and authority to enter into this Agreement on behalf of Influencer and any applicable employees or contractors, to provide the Deliverables;
c) Neither Influencer, nor any employees or contractors, are or will be subject to any obligation or restriction which will or might prevent any of them from complying with their obligations hereunder or which will create any liability on the part of Brand;
d) Influencer, along with any employees or contractors, will not violate or infringe upon the rights of any third parties when performing the Deliverables;
e) Influencer, along with any employees or contractors, will provide the Deliverables in a professional manner in accordance with the highest standards customary to the industry;
f) The Deliverables created by Influencer, along with any employees or contractors, will not infringe the intellectual property rights of any third party;
g) Influencer has secured any required licenses or permission, and has paid any clearance costs or third-party license fees necessary to enable it and any employees or contractors to provide the Deliverables;
h) All content created by Influencer, its employees or contractors, in fulfillment of the Deliverables shall comply with all applicable laws, rules, and regulations, including, but not limited to, any disclosures required by the Federal Trade Commission;
i) All Deliverables must be the Influencer’s original creative work or the Influencer must be the sole owner of the intellectual property rights. Influencers should not use, copy or adopt third party content;
j) The Deliverables shall not contain any defamatory, libelous or slanderous material and shall not be harassing, abusive, unlawful, tortious, threatening, harmful, pornographic, sexually explicit, obscene or promote racism, bigotry, hatred or physical harm. The Deliverables shall not violate any third-party privacy right and Influencer shall secure any necessary image and biographical releases for third-parties, as needed; and
k) Influencer shall not be intentionally misleading, deceptive, untrue or fraudulent in the Deliverables.
3. Brand Representations/Warranties. Brand warrants and represents the following: (i) it has all necessary rights to grant Influencer the right to use the any of its Marks (as defined in Section 9) without infringing and/or breaching any right of any third party including, but not limited to, any intellectual property right, proprietary right, statutory or common law right, or contractual right; (ii) that its advertising claims for its products used in connection with this Agreement shall not be false or misleading; (iii) that it has in its reasonable data to establish (to the extent actually possible) the truthfulness of any and all advertising and labeling claims and that past usage of the same or similar claims has occurred without, to such party’s knowledge, any objection by any local, state or federal government agency, and (iv) information Brand provides to Influencer will not knowingly violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person or contain any material which is libelous, slanderous or obscene.
4. Independent Contractor. Influencer is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners, or otherwise, or (iii) allow Influencer to create or assume any obligation on behalf of Brand for any purpose whatsoever. Influencer is not an employee of Brand and is not entitled to any employee benefits. Influencer shall be responsible for paying all income taxes and other taxes charged to Influencer on amounts earned hereunder. All financial and other obligations associated with Influencer's business are the sole responsibility of Influencer.
5. Compensation. The details of the compensation are noted in the Deal Contract. Influencer shall be responsible for determining the applicability of any taxes. Brand will not be responsible to Influencer or any governing body for any taxes relating to amounts that Influencer receives hereunder including, but not limited to, federal or state income tax, social security tax or unemployment tax. Influencer shall bear any and all costs, and shall indemnify Brand against the same, including, without limitation, penalties, interest and attorneys’ fees.
6. Term and Termination. This Agreement shall commence on the date of full execution of the Agreement and continue until terminated pursuant to this provision. Either party may terminate this agreement for any reason with at least 14 days written notice. Upon termination, Influencer will be paid for the Deliverables completed on a pro rata basis within 60 days of receipt of a detailed invoice sent via electronic or United States mail unless Influencer has committed a material breach of the Agreement, including a breach of the Representations and Warranties detailed in Section 2 above. In the event this Agreement is terminated before the Deliverables are completed, Influencer will need to submit proof of the work created to support the invoice for the pro rata payment.
7. Matching Protocol. The Reach App provides two ways for a Brand to create a Deal Agreement with an Influencer. After the Brand publishes an Offer, the Influencers will be able to view the Offer allowing them to “like” the Offer. Once an Influencer “likes” the Offer, the Brand may either choose to auto-match or manually match to create a Deal. If the Brand chooses the auto-match option, the Brand agrees to be bound by the terms of the Deal Agreement that is automatically created. The Brand’s choice to utilize the auto-match functionality of the Reach App shall be treated the same as a signature on the Deal Agreement. If the Brand chooses to manually match with an Influencer, to match, the Brand will swipe right in the Reach App signifying your intent to create a Deal Agreement. When the Brand swipes right, it shall be treated the same as a signature on the Deal Agreement.
8. Indemnification by Influencer. Influencer shall indemnify and hold Brand free and harmless from any and all claims, damages or lawsuits (including reasonable attorney's fees) arising out of a breach of the Representations and Warranties in Section 2 herein or negligence or malfeasant acts of Influencer, its employees or its agents.
9. Confidentiality. The Parties agree to hold in strict confidence and not to disclose to others or use for any purpose (other than the performance of this Agreement), either before or after termination of the Agreement, any confidential or proprietary information, including without limitation, any confidential or proprietary information that is transferred pursuant to this Agreement. Confidential and proprietary information includes, without limitation, any technical or business information, product formulas or specifications, manufacturing techniques, process, experimental work, program, software, marketing or distribution plans, strategies or arrangements, or trade secrets relating to the products, systems, equipment, services, sales, research, or business of the Parties. Confidential information is not limited to a specific medium and can be oral, written, or physical in format. (“Confidential Information”). Any oral or written waiver by either Party of these confidentiality obligations which allows either Party to disclose the Confidential Information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. In the event either Party is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, it will give the other Party prompt written notice of such request so that it may seek an appropriate remedy or waive the other Party’s compliance requirement. Except as otherwise provided, information shall not be considered confidential hereunder nor subject to the provisions of this section if it can be demonstrated:
to have been rightfully in the other Party’s possession prior to the date of the disclosure of such information, if such prior possession was not otherwise subject to a restriction on disclosure;
to have been in the public domain prior to the date of the disclosure of such information;
to have become part of the public domain by publication or by any other means except an unauthorized act or omission on the part of the other Party, or
to have been supplied to either Party without restriction by a third party who is under no obligation to maintain such information in confidence. Confidential Information shall not be deemed to be generally available to the public or in either Party’s possession merely because it may be embraced by a more general disclosure, or merely because it may be derived from combinations of disclosures generally available to the public or in either Party’s possession.
10. Intellectual Property. Influencer acknowledges and agrees that Brand’s names, logos, trade names, trademarks, and other indicia of ownership (collectively, the “Marks”) shall remain the sole and exclusive property of Brand. Influencer represents and warrants that it shall not take any action that impairs Brand’s right and title to the Marks. Influencer and its contractors are permitted to use the Marks, as provided and directed by Brand, solely for the purposes of providing the Deliverables. All uses of the Marks shall inure to the sole benefit of Brand.
11. Ownership of Services. Influencer shall retain all copyright rights to the Deliverables created for the Deal. Client will retain a royalty-free, perpetual, irrevocable, non-exclusive, transferable license to publish and display the Deliverables worldwide on Client’s website or related social media channels with proper attribution, such as a link, back to the owner.
12. Deletion of Deliverables. Influencer is permitted to delete or modify the Deliverables to remove the branding information after 30 days.
13. Likeness and Biographical Release. Influencer grants Brand the right to use Influencer’s image, visual likeness, portrait, photograph, video and sound recordings (collectively referred to as “Likeness”) in all forms of media. Influencer grants Brand the right to use Influencer's biographical information ("Biographical Information"), including, but not limited to name, age, location, and other personal information conveyed to Brand. Such Likeness and Biographical Information will be used in connection with each Deal. (the “Material”).
Brand agrees to only use the Influencer's Likeness and Biographical Information in connection with the above uses and for no other purpose or purposes without the prior written consent of the Influencer.
Influencer represents and warrants that Influencer has the right to grant Brand the above-mentioned rights without obtaining the permission of, or making any payments to, any third party or entity. This authorization and release shall inure to the benefit of the legal representatives, licensees and assigns of Brand. Influencer hereby releases Brand from, and agrees not to sue for, any claim or cause of action, whether known or unknown, for libel, slander, invasion of right of privacy, publicity or personality, or any other claim or cause of action, based upon or relating to the use of the Material or the exercise of any of the rights referred to herein. Influencer agrees to indemnify and hold harmless Brand, and their officers, directors, shareholders and employees, from and against any liabilities, losses, claims, demands, costs (including, without limitation, attorneys' fees) and expenses arising in connection with any breach or alleged breach of any of the above representations, warranties or agreement in this section.
Influencer acknowledges that, in the event of any breach by Brand or any third party, the damage, if any, caused will not be irreparable or otherwise sufficient to entitle Influencer to seek injunctive or other equitable relief. Influencer’s rights and remedies will be strictly limited to the right, if any, to recover damages in an action at law, and Influencer will have neither the right to rescind or terminate this agreement or any of Brand’s rights hereunder, nor the right to enjoin the production, exhibition, or other exploitation of the Material.
13. Notices. Any notice required or permitted to be given hereunder may be effectively given by letter delivered either by personal delivery, registered mail, or electronic means to the contact information for both parties noted in in the Deal Contract herein incorporate by reference to this Agreement.
14. No Waiver. The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
15. Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the Parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties. This clause does not impact any agreements between Reach and the Parties.
16. Headings in this Agreement. The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
17. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
My signature confirms that I have read the terms of the Deal Agreement and accompanying exhibits. I accept and agree to be bound by the terms of the Deal Agreement.
Deal Requirement Addendum
Clause A: Additional Tag [Additional Tag]- Influencer will include a second tag in the caption of the Deliverables.
Clause B: Custom Caption [Custom Caption] - Influencer will include this specific text in the caption of a post or the text of a story post. The caption on a story post will occupy at least 10% of the screen and be easy to read.
Clause C: Handle in Caption [Specified Handle] - Influencer will include this specific handle at the end of the caption of a post or the text of a story post.
Clause D: Additional Handle in Caption [Additional specified handle] - Influencer will include this additional specific handle at the end of the caption of a post or the text of a story post.
Clause E: Hashtag [Hashtag to be used] - Influencer must use this hashtag in the caption of the post or the text on a story post (that will occupy 10% of the screen) in connection with the Deliverables.
Clause F: Geotag [Geotag specified] - Influencer will specify this location (provided by Brand) in the form of a geotag, which appears above the photo as part of the Deliverables.
Clause G: Link in bio [URL specified] - Influencer will add this URL in the biography of their Instagram profile which will link to the URL the Brand is seeking to promote. Influencer will include “Link in bio” in the caption of the post.
Clause H: Swipe up on Insta Story [URL specified] - Influencer will utilize the “swipe up” feature of Instagram stories. Influencer will use this link that the Brand is seeking to promote. The caption will include “Swipe up” occupy at least 10% of the screen on the story post.
Clause I: Custom Instructions [Post specifics] - This is how the Brand would like the Influencer to describe or interact with Brand and/or product.
Clause J: Exclusivity [Up to 5 brand names] During the 30 day period that the Deliverables are live and compliant, Influencer agrees that it will not post on Instagram on behalf of any of Brand’s competitors listed here.