Brand Ambassador Contract
Brand Ambassador Contract
THIS BRAND AMBASSADOR CONTRACT (“Contract”) is made and entered into as of (the
“Effective
Date”), by and between _ (hereafter referred to as the “Client ”) with an address at with
_(hereafter referred to as the “Brand Ambassador”).
1. Services. Subject to the terms and conditions of this Contract, the Client hereby appoints Brand
Ambassador as a non-exclusive brand ambassador to perform certain services in connection with the
Client , including demonstration of consistent support and promotion of the Client ’s products (the
“Products”) on various social media platforms: Twitter, Facebook, Instagram, and Snapchat (“Social Media
Platforms”). The list of Social Media Platforms may be updated from time to time by the Client in its
sole discretion, and the Client will provide Brand Ambassador with written notice of any such change.
Brand Ambassador will post a minimum of two (2) content items on the Social Media Platforms each
calendar month during the term of this Contract. The content items will contain a photograph of a Product
and will contain the hashtag #LightupLife.
3. Relationship of the Parties. Brand Ambassador is an independent contractor. The relationship between
the Client and Brand Ambassador shall not be construed to be that of employer and employee, nor to
constitute a partnership, joint venture or agency of any kind. Brand Ambassador will not be considered
an employee for purposes of any the Client employment policy or any employment benefit plan, and
Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan. Brand
Ambassador is responsible for the payment of its own taxes and insurance. Nothing contained herein
shall in any way restrict or otherwise be deemed to prohibit the Client from directly or indirectly, on its
own or through third parties, from marketing, promoting, distributing or licensing any Products or other
electronic devices or software to any other party, or from entering into a similar arrangement with any
other party.
4. Trademarks, Ownership. Brand Ambassador acknowledges that the Products and any derivatives
thereto are covered by patent, copyright, and other intellectual property rights owned or licensed by the
Client . Brand Ambassador may use the Client ’s trade names, trademarks and service marks as provided
to Brand Ambassador from time to time (the “Marks”) in the Territory on a non-exclusive basis only
during the term of this Contract and solely for display or advertising purposes in accordance with this
Contract. Marks shall inure to the exclusive benefit of the Client . Brand Ambassador acquires no right
to any such Marks. Brand Ambassador further agrees: (i) Brand Ambassador will follow the Mark
guidelines of the Client ; (ii) Brand Ambassador will not challenge the validity of the Client ’s Marks
(whether currently in existence or additional Marks) at any time; and (iii) Brand Ambassador will not
attempt to register the Client ’s Marks in any jurisdiction. No rights or licenses with respect to Product
or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights
expressly granted in this Contract and all such rights are hereby expressly reserved by the Client and its
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licensors.
Brand Ambassador acknowledges that all documentation, any inventions and ideas, written material or
other property, tangible or intangible, arising out of or resulting from Brand Ambassador ’ s performance
of the services provided hereunder, including without limitation all photographs, images, themes, materials,
and designs developed, created and/or provided by Brand Ambassador (“Work”) is owned by the Client ,
for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a “ work made
for hire ” and that the Client shall be deemed the author of the Work for copyright purposes. In the event
that any Work is deemed not to be a work made for hire, Brand Ambassador hereby assigns and transfers
all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not
limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and
extensions thereof) throughout the world, without any restrictions as to use, to the Client . the Client may
reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or
otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now
known or hereafter developed (including without limitation in the Social Media Platforms, or any other
social media website or applications), worldwide, in perpetuity, royalty-free and without restriction of any
kind. Brand Ambassador acknowledges the ownership and validity of the Client ’ s copyrights, brands,
trademarks, trade dress and patent rights, whether or not created by or contributed to by Brand Ambassador.
5. Likeness. Brand Ambassador grants to the Client the worldwide, perpetual, royalty-free, irrevocable
right and permission to photograph, film, videotape, and/or record Brand Ambassador and to display,
reproduce, distribute, publish, exhibit and use in any other way Brand Ambassador’s name (including
any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements,
biographical information and any other information or attribute identifying or otherwise associated with
Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or
adapted in character and/or in form, alone and/or accompanied by other material, including any text,
image and/or other creative elements that may be used in connection with the Likeness, for any purpose
whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or
other marketing for the Client , the Work, and the Products in all media now known or hereafter
developed (including without limitation in the Social Media Platforms and other social media websites
or applications).
6. Representations, Warranties and Obligations. Brand Ambassador shall not make any warranties with
respect to the Products to any third party. Brand Ambassador represents and warrants that: (i) it will act
in a timely manner with a high degree of professionalism and behave in a legal, ethical and business-like
manner, (ii) Brand Ambassador will present the Products in a truthful and sincere manner and will not
engage in any activity or action that may damage the Client ’s reputation or the reputation of its Products,
(iii) Brand Ambassador’s Likeness and all Work provided hereunder are new and original to Brand
Ambassador and do not infringe the intellectual property rights, privacy rights, or publicity rights of any
third party; (iv) Brand Ambassador has the full and unrestricted right and authority to enter into and
perform this Contract and to grant the rights granted herein; (v) Brand Ambassador has complied and
will comply with all applicable laws, rules and regulations in rendering the services to be performed
under this Contract, including without limitation, any the Client policies (such as the privacy policy and
trademark usage policy); (vi) Brand Ambassador has no commitments or obligations inconsistent with
this Contract; (vii) the Work will not contain any disparaging, pornographic, defamatory and/or illegal
material. Brand Ambassador agrees and understands that during the term of this Contract, Brand
Ambassador shall not provide services to any competitor without prior written consent from the Client .
Brand Ambassador will not promote the Products through unsolicited or spam emails.
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7. Release and Indemnity. Brand Ambassador hereby irrevocably and unconditionally releases, discharges,
indemnifies and holds harmless the Client , its registered trade names and affiliates, and the irrespective
officers, directors, employees, agents, assignees, designees and licensees (together, the “the Client Parties”),
from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses,
costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever, in law or equity,
whether known or unknown, foreseen or unforeseen, arising at any time out of and/or directly or indirectly
relating to the use of the Work and/or Brand Ambassador’s Likeness and/or any breach or alleged breach
of any of the terms of this Contract or breach of any warranty or representation hereunder.
8. Confidential information. During the term of this Contract, Brand Ambassador will regard any
information provided to it by the Client as confidential (“Confidential Information”). Brand
Ambassador will not disclose the Client ’s Confidential Information to any third party without the prior
written consent of the Client , nor make use of any of the Client ’s Confidential Information except in its
performance under this Contract. Information will not be deemed Confidential Information hereunder if
such information is known prior to receipt from the Client without any obligation of confidentiality, or
becomes publicly known or otherwise publicly available, except through a breach of this Contract. Each
party accepts responsibility for the actions of its agents or employees and shall protect the other party’s
Confidential Information in the same manner as it protects its own valuable confidential information, but
in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of
any Confidential Information may give rise to irreparable injury to the Client , and the Client may seek
and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in
addition to any other legal remedies that may be available.
9. Term and Termination. This Contract will last for one (1) year (the “Initial Term”), after which such
Contract may be renewed for successive one year terms (each a “Renewal Term”) upon mutual Contract
by the parties. The Initial Term and any Renewal Term(s) shall collectively be referred to as the “Term”.
The Contract may be terminated only (i) upon 30 days written notice by either party, as a result of
breach of the other party where such breach is not cured during the 30 day notice period; or (ii) upon 30
days written notice by the Client , for any reason or no reason. Notwithstanding anything else in this
Contract to the contrary, the Parties agree that Sections 3-11 shall survive any termination or expiration
of this Contract.
10. Waiver of Damages. In no event shall either party have any liability to the other party for any special,
consequential, incidental, multiple, punitive or other indirect loss or damages, or for any loss of profits,
business opportunity or goodwill, arising out of this contract. The Client ’s total, cumulative liability for
any and all claims and damages under this Contract, whether arising by statute, contract, tort or otherwise,
will not exceed the amounts paid hereunder during the twelve (12) month period immediately preceding
the event giving rise to the claim.
11. Miscellaneous. This Contract supersedes and cancels any previous Contracts or understandings, whether
oral, written or implied, heretofore in effect between the Parties and sets forth the entire Contract
between the Parties. No modification or change may be made in this Contract except in writing as signed
by each Party. This Contract shall be governed by and construed in accordance the laws of the State of
Washington, excluding its conflict of laws provision and including the provisions of the Uniform
Commercial Code as adopted thereby. Neither the 1980 United Nations Convention on Contracts for the
International Sale of Goods nor the United Nations Convention on the Limitation Period in the
International Sale of Goods will apply to this Contract or any transaction under it. This Contract may not
be assigned by Brand Ambassador without written consent from the Client . This Contract shall be
binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives,
successors and permitted assigns. The waiver by either Party of any right hereunder or the failure to
enforce at any time any of the provisions of this Contract, or any rights with respect thereto, shall not be
deemed to be a waiver of any other rights hereunder or of any breach or failure of performance of the
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other Party. If, under applicable law or regulation, any provision of this Contract is invalid or
unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of
this Contract (such invalid or unenforceable provision, a “Severed Clause”), this Contract shall endure
except for the Severed Clause.
In witness whereof, the parties hereto have executed this Contract by persons duly authorized as of
By: By:
Name: Name:
Title: Title:
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EXHIBIT A
2. Compensation: 15% of each Net Online Sale equal to or in excess of US $50.00 (the “Commission”).
“Net Online Sale” means the retail sales price of Product(s) actually sold by the Client online via a the
Client -owned website that are electronically tagged to Brand Ambassador via Brand Ambassador’s
code (and excluding sales that involve a third party) pursuant to this Contract and actually collected by
the Client , less (i) any applicable sales taxes, value-added taxes, or the equivalent, including any
applicable import taxes or duties charged by foreign countries on the selling price or value of such
Products, (ii) charges paid or incurred for the acceptance of credit cards, (iii) chargebacks and returns;
and (iv) applicable search engine optimization, advertising, and marketing costs (if any).
the Client will make the final determination as to the amount of Commission earned and owed based
on net sales 30 days post return period. Commission will be paid on or before the 15th day of each
month following return policy expiration, for all associated Net Online Sales.
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