Wash Yo Self Brand Ambassador Terms and Conditions
BRAND AMBASSADOR AGREEMENT
THIS BRAND AMBASSADOR AGREEMENT (this “Agreement”) is made and entered into between JPBC Group, LLC, a Texas limited liability company (the “Company”), and you, the (“Ambassador”).
WHEREAS, the Company has developed an oversized face/body wipe product being marketed under the name “Wash Yo Self” (the “Product”); and
WHEREAS, Ambassador has agreed to promote sales of the Product through social media and other avenues;
NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Ambassador agree as follows.
- Company Obligations. The Company will provide Ambassador with one or more unique coupon codes (the “Coupon Codes’) for distribution by Ambassador to social media followers or others. Coupon Codes may be used for the purchases of the Product on the Company’s website. Each Coupon Code will provide the purchaser with a 20% discount from the retail price of the Product. The Company may change the Coupon Codes, and deactivate prior Coupon Codes, from time to time by notification to Ambassador.
- Ambassador Obligations. Ambassador will distribute Coupon Codes via social media to Ambassador’s followers and otherwise promote use of the Product through social media. Ambassador grants to the Company, during the term of this Agreement, the right to use the Ambassador’s name, voice, video, likeness, image and other means by which Ambassador may be recognized, in connection with the advertisement, promotion, distribution and sale of the Product. During the term of this Agreement, Ambassador will not grant any other party such rights with respect to products which serve the same purpose as the Product or are otherwise deemed by potential buyers as reasonable substitute or replacement for the Product.
- Compensation. The Company shall compensate Ambassador based on sales of the Product from use of Ambassador’s Coupon Codes. For all sales utilizing such Coupon Codes, the Company shall pay Ambassador an amount equal to the discount provided to the customer ordering Product; i.e. 20% of the sale. Payment of amounts due Ambassador shall be made each month based on sales utilizing Ambassador’s Coupon Codes during the prior calendar month. Amounts due Ambassador shall be adjusted for any refunds or returns of Products from customer utilizing Ambassador’s Coupon Codes. Upon written request from Ambassador, the Company will provide Ambassador with a copy of any record, document, account or other information which would assist Ambassador in confirming the accuracy of payments to Ambassador and any deductions from such payments. Ambassador recognizes that compensation payable under this Agreement is totally dependent on sales of Product to customer utilizing Coupon Codes made available by Ambassador.
- Term. The Company may terminate this Agreement immediately on written notice to Ambassador upon (a) Ambassador’s death; (b) Ambassador’s commission of a criminal act or other act involving moral turpitude; (c) Ambassador’s commission of an act or involvement in any situation which the Company believes reflects unfavorably on the Company or the Product; or (d) if Ambassador violates any of the terms of this Agreement applicable to Ambassador. Upon any termination of this Agreement, compensation shall be due to Ambassador only for Product sales using the Coupon Codes through the date of termination. (Any party may terminate this agreement for any reason.)
- Intellectual Property Rights. All rights to the Product, including without limitation, any trademark or patent, belong to and shall remain the property of the Company. Ambassador shall acquire no rights in and to the Product as a result of this Agreement. Ambassador acknowledges and agrees that in connection with the providing of services under this Agreement, the Company may provide Ambassador with confidential and proprietary information of the Company regarding its business and the Product, including, without limitation, sales information, formulae, finances, employees, customer and suppliers. Ambassador agrees not use any of the Company’s confidential and proprietary information except as authorized by the Company. If Ambassador is required by law or legal process to disclose any of the Company’s confidential information, Ambassador will promptly provide notice thereof to the Company in order to allow the Company time to seek to protect its confidential information. The Company shall be entitled to use and exploit any of the material produced or posted by Ambassador with respect to the Products for the endorsement, promotion, advertising or marketing of the Product, but for no other purpose. Subject to the provisions of this Agreement, the Company acknowledges that all rights in and to Ambassador’s name and image are and shall remain the sole and exclusive property of Ambassador. Ambassador shall have the right to use or permit or license others to use Ambassador’s name, voice, video, likeness or image in connection with, and to endorse, any other product or service, except as restricted by the terms of this Agreement. Ambassador shall not disparage the Company or the Product in any manner nor engage in any behavior which the Company reasonably determines may impugn the character or reputation of the Company or the Product. The provisions of this section shall survive any termination or expiration of the term of this Agreement.
- Indemnification. The Company shall defend, indemnify and hold Ambassador harmless from and against all losses, damages, liabilities, claims, actions, judgments, costs or expenses, including attorneys’ fees and court costs, awarded against Ambassador in a final non-appealable judgment resulting from a claim of any third party arising out of, or occurring in connection with, any claim or action resulting from use of the Product, unless the result of Ambassador’s negligence, willful misconduct or breach of this Agreement.
- Assignment. This Agreement is personal to Ambassador and may not be assigned or obligations delegated without the prior written consent of the Company; provided, however, if Ambassador has a personal services corporation or similar entity which provides Ambassador’s services, Ambassador may assign this Agreement to such entity upon written notice to the Company. This Agreement may not be assigned by the Company without Ambassador’s consent except to an entity which controls, is controlled by or is under common control with the Company or to an entity which acquires all or substantially all of the Company’s assets or an entity which succeeds to the Company’s rights by merger or consolidation. This Agreement shall be binding upon the parties and their respective successors and permitted assigns.
- Notice. Any notices required or permitted to be given hereunder shall be in writing and may be delivered via personal delivery or by certified mail, postage prepaid, or by overnight courier providing evidence of delivery, or by email to the parties at the addresses set forth beside their signatures or such other addresses as the parties may designate in writing delivered as aforesaid. Except as otherwise provided in this Agreement, a notice shall only be effective on receipt by the receiving party.
- Miscellaneous. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings between the parties with respect to such subject matter. This Agreement may be modified or amended only in a writing executed by both parties. No waiver by any party of any of the provisions of this Agreement shall be effective unless set forth in writing and signed by the party so waiving. No failure to exercise or to delay in exercising any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of any other right or remedy. The section headings used in this Agreement are for convenience of reference only and shall not control or affect the meaning or interpretation of the provisions of this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Each party acknowledges that in entering into this Agreement, such party has not relied on any representation, warranty, agreement, statement or other assurance of the other party (except as set forth in this Agreement). This Agreement may be executed in one or more counterparts all of which together shall constitute one and the same instrument. A facsimile or pdf or other electronic version of an executed counterpart of this Agreement shall be sufficient to evidence the binding agreement of a party to the terms hereof.
Independent Contracting Parties. The parties are independent contractors. This Agreement shall not create a joint venture, partnership, agency, employment or similar relationship between the parties. Ambassador shall be responsible for all income and other taxes due with respect to any compensation paid by the Company to Ambassador pursuant to the terms of this Agreement. The Company shall have the right to engage others to provide similar services to the Company.