Terms and Conditions | ZED MARKETING

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General Terms and Conditions

This agreement defines the terms and conditions under which our company (the agency), the contracting company (the client), and the influencer will collaborate for promotional campaigns. The influencer will create and post content to promote the client’s products or services, as outlined in this agreement.

The influencer agrees to create content based on the specific instructions, guidelines, and materials provided by the client. This includes adhering to any brand guidelines, messaging requirements, and posting schedules.
The influencer must ensure that all content complies with the legal and regulatory requirements of the relevant jurisdiction, including but not limited to advertising and disclosure guidelines (e.g., using hashtags like #ad or #sponsored).
The influencer is responsible for ensuring that the content is aligned with the agreed-upon strategy and that it is posted on time according to the campaign schedule.

The client will provide the necessary instructions, campaign briefs, and materials for the influencer to execute the campaign. The client agrees that the influencer will have creative discretion within the scope of the instructions provided.
The client is responsible for ensuring that all materials provided for the influencer’s use (e.g., logos, videos, images) are free of third-party intellectual property claims and comply with applicable legal requirements.

Our company acts as an intermediary between the client and the influencer. We facilitate the selection of influencers, manage communication, and oversee the financial transactions related to the campaigns.
The influencer will post the content according to the method specified by the client. Our company takes no responsibility for the quality, performance, or results of the content once it has been posted by the influencer.
We shall not interfere with the influencer’s creative process or content quality. The agency’s role is limited to ensuring that both parties meet their contractual obligations.

The influencer’s compensation will be calculated based on the following formula:
1 Follower × 3 JPY
Of this, 1 JPY per follower will be paid directly to the influencer as their fee.
The client agrees to pay the total compensation as outlined in the campaign brief, of which the agency retains 2 JPY per follower as a service fee.
Payment to the influencer will be made after the influencer posts the content in compliance with the client’s instructions, regardless of content performance or feedback from the client.
Payments shall be processed no later than the 15th day of the following month after the post is verified by the agency.

The influencer is solely responsible for the creation and quality of the content, adhering to the client's instructions. Once the post has been made, the client is obligated to make the agreed payment.
The client agrees that the influencer’s obligation ends upon the completion of the post, following the provided instructions. Any subjective assessment of content quality does not affect the payment.
Our company is not responsible for the content’s performance, creative aspects, or any further involvement beyond ensuring compliance with the initial brief.

All intellectual property created by the influencer remains the influencer’s property unless otherwise agreed. The client has a non-exclusive right to use the content for the agreed campaign period.
The client may request the removal or modification of content if it does not comply with the brief, but any additional usage or rights must be negotiated separately.

The client may request performance tracking, such as engagement metrics or conversions, through UTM links, discount codes, or other measurement tools provided in the campaign brief.
The influencer agrees to provide access to any public performance metrics related to the post, such as likes, shares, and comments.

This agreement does not create an employment relationship, partnership, or joint venture between the influencer, the client, or the agency. All parties act independently and assume their respective responsibilities as outlined in this agreement.
The influencer acknowledges that they are acting as an independent contractor and are responsible for their own tax obligations.

The client and influencer agree to keep all confidential information, including but not limited to campaign briefs, proprietary business information, and financial terms, private and not disclose it to third parties without prior written consent.

The influencer agrees to indemnify and hold the client and the agency harmless from any claims, damages, or legal disputes arising from the influencer's failure to comply with legal regulations, intellectual property laws, or third-party rights.
The client agrees to indemnify and hold the influencer and the agency harmless from any claims or disputes regarding the materials provided for use in the content (e.g., logos, copyrighted images).

Either party may terminate this agreement by providing written notice if the other party breaches the terms of this contract. However, if the influencer has already posted the content as per the instructions, they are still entitled to receive the agreed compensation.
Any outstanding payments for services rendered before termination will still be due.

This agreement shall be governed by the laws of [Applicable Jurisdiction]. Any disputes arising from or related to this agreement will be subject to mediation or arbitration in the same jurisdiction.

Any amendments or modifications to this agreement must be made in writing and agreed upon by all parties involved.

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