This Brand Ambassador Agreement (this “Agreement”) is between Stunning Promotions, a Nevada corporation (“Stunning Promotions”, “Company”, “we”, “us” or “our”), and the person whose name, contact information and signature appears in the signature block of this Agreement, below (“you” or “your”).
Defined. You agree, on a non-exclusive basis, to provide your truthful endorsement of certain products designated by us from time to time (each, a “Product”) by, among other tasks, attending Product-sponsored events, wearing Product-related apparel, participating in social media opportunities related to the Product, providing Product-related endorsements, and providing similar, related services that generally support the brand platform of the Product as requested by the Company (collectively, the “Services”).
No Guarantee. You are not required to accept any particular request from the Company to provide the Services for a Product. Similarly, the Company is not required to offer you any particular opportunity to provide the Services for a Product.
Fees. In consideration of the Services, you will be paid (the “Fee”).
Events. If the Services are to be provided by you at a specific locale for a specified period of time (i.e., at an “Event”), then subject to the requirements described in sub-paragraph 3 below, the Fee will be calculated based the number of hours for which you provide your Services at the Event; travel time to and from the Event locale is not covered by the Company.
Requirements. When your Services are retained for an Event, it is anticipated and expected that you will provide your Services during the entirety of the Event; partial performance (such as providing the Services for some but not all of the scheduled Event) is both unacceptable and an incurable breach of this Agreement, and can result in Stunning Promotions incurring financial and/or reputational damages. If, due to no fault of Stunning Promotions, you fail to provide your Services for the entirety of an Event, then in addition to any other remedies available to Stunning Promotions at equity or law, Stunning Promotions may setoff any amounts, fees, costs, and expenses that the company incurs as a result of your failure to perform against any Fees owed to you by Stunning Promotions. If such setoff exceeds the Fees payable to you, then upon demand by Stunning Promotions, you agree to promptly reimburse Promostaffing for all such amounts, fees, costs, expenses that exceed the Fees.
Recordkeeping. If the Services are provided through off-site or non-event related activities (e.g., blog posts, wearing apparel, etc.), then you will be required to keep track of the number of hours that you provide the Services, and submit a completed timesheet to Company at least once each week (or more often if requested by the Company). Each timesheet must describe (i) the date on which the Services were provided, (ii) a description of the Services provided, and (iii) the number of hours for which the Services were provided. Time entries will be kept in 10 minute intervals, and may be rounded to the next highest 10 minute interval. (For example, 1 hour and 43 minutes may be denoted as 1 hour and fifty minutes, etc.).
Reimbursement. You agree that you will be solely responsible for all costs and expenses that you incur in your provision of the Services, unless the Company approves such costs or expenses, in writing and in advance. In any event, all pre-approved costs and expenses that are to be reimbursed by the Company (“Reimbursable Costs”) must be supported by original receipts, or such costs and expenses will not be reimbursed by the Company.
Payment Schedule. Unless other arrangements are agreed upon by the Company and you in advance, all Fees will be paid to you on or before the last calendar day of the month following the month in which the Services were satisfactorily provided to the Company.
Although you will generally control the means and methods by which you provide the Services, you agree to adhere to the following guidelines at all times when providing the Services to Stunning Promotions:
• No Misrepresentation. You will not misrepresent the Product, or intentionally do anything that would lead to any misunderstanding or create disparaging views or opinions about the Product.
• Intellectual Property. You will respect the copyright and trademark rights of the manufacturer of the Product (the “Manufacturer”) or establishment, and you will not engage in any behavior that tends to disparage, diminish or violate any of the Manufacturer’s or establishments intellectual property rights.
• Return of Property. Unless otherwise stated by the Company, you agree to maintain in good condition any Product-related accessories, apparel or equipment provided to you by Stunning Promotions (“Company Property”), and to return all Company Property to the Company at the conclusion of the Services or sooner if requested by the Company. Unreturned Company Property shall be chargeable to you, and may be setoff against any Fees due or payable to you hereunder.
• Endorsement. Any endorsement by you of a Product must be accurate, truthful, and based on your actual experience using or reviewing the Product. You will refrain from making any statements about any Product that you do not believe to be truthful or accurate.
• Compliance. At all times, the Services must be provided in accordance with all applicable laws and regulations.
• No Resale.If you are provided with an opportunity to acquire the Product(s) at a discounted or promotional rate, then you agree that you will use any Product(s) acquired in that manner for your personal use only, and you will not resell, lease or rent such Product(s) to any third party for any reason whatsoever.
You understand and agree that the Company is not the manufacturer of the Product and does not warrant or guarantee the effectiveness or quality of any particular Product. You will not state, implicitly or explicitly, that Stunning Promotions endorses any particular Product or warrants the performance of any Product to which the Services relate.
This Agreement will begin as of the latest date of the signatures appearing in the signature block below. This Agreement may be terminated by any party at any time, for any reason, by providing the other party with notice of termination.
From time to time you may be provided with certain nonpublic and/or sensitive information concerning the Company, the Manufacturer or the Product (“Confidential Information”). Confidential Information may include non-public marketing plans, pricing schedules, customers lists, venue information and other data that is highly relevant to the Product, the Services or the Company’s or the Manufacturer’s business interests. You agree to keep confidential all Confidential Information, and to not disclose such information (i) unless required to by law or court order, or (ii) until such information becomes non-public through no fault of yours. You understand and agree that your compliance with this confidentiality requirement is a material inducement for the Company to select you to provide the Services, and to pay you the Fee.
You hereby agree that that the Company, and any of the Company’s assigns, licensors, affiliates and clients (collectively, “Licensed Parties”), are authorized in perpetuity to use, reproduce, edit, publish, assign and/or distribute any text, video, audio or multimedia materials created by you or in which you or your likeness appear as a result of your provision of the Services, including but not limited to any footage recorded at an Event (“Licensed Materials”). To that end, you hereby grant to the Licensed Parties a perpetual, irrevocable, worldwide, royalty-free right to use the Licensed Materials for the purpose of promoting, advertising and/or endorsing the Product, as well as for the purpose of advertising Stunning Promotions’ services, in any form of media (including but not limited to electronic media), and in any format now known or which may be developed in the future. This license shall survive the termination of this Agreement.
This Agreement will be governed under the laws of the State of Nevada, and Washoe County will be the sole and exclusive venue for all claims or causes of action arising from or related to this Agreement. This Agreement constitutes the entire understanding between the Company and you with regard to the brand ambassador-related services described herein, and is not intended to be (and shall not be) construed by, interpreted or otherwise linked to any other contract, agreement or understanding that may exist between the Company and you.
You are, and at all times will remain, an independent contractor, and not an employee of the Company, within the meaning of all federal, state and local laws and regulations governing employment insurance, workers compensation, industrial accident, labor and taxes. You agree and acknowledge that you are not authorized to enter into any contract or assume any obligation on behalf of the Company without the prior written consent of the Company.
This Agreement may be signed in counterparts, and each counterpart shall be deemed to be an original and all of which, when taken together, shall be deemed to be one agreement. The parties may sign and transmit this Agreement electronically.
CONFIDENTIAL INFORMATION ABOUT YOU
It is understood and agreed to that you (discloser of information) and Stunning Promotions (recepient of information) would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree as follows:
The confidential information to be disclosed by Discloser under this agreement can be described as and includes technical and business information relating to discolser’s proprietary ideas, patentable ideas copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, production, costs, profit and margin information, finances and financial projections, disclosure of vendor services including but not limited to Pinterest, Facebook, Instagram and other social media platforms where a contractor may be used to manage and/or create content for such outlets, customers, clients, international sales, marketing, and current or future business plans and models, fitting procedures, business location i.e. shipping locations regardless of whether such information is designated as confidential information. In addition, Confidential information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by Discloser in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by Discloser in any other manner and identified as confidential at the time of disclosure and is also summarized and designated as confidential in a written memorandum delivered to recipient within thirty (30) days of the disclosure.
Recipient shall use the confidential information only for the purpose of evaluating potential business and investment relationships with the Discloser.
Recipient shall limit disclosure of confidential information within its own organization to its directors, officers, partners, members, and/or employees having a need to know and shall not disclose confidential information to any third party (whether an individual, corporation, or other entity) without the prior written consent of Discloser. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants, and others who are permitted access to or use the Confidential information
This agreement imposes no obligation upon recipient with respect to any confidential information (a) that was in Recipient’s possession before receipt from Discloser; (b) is or becomes a matter of public knowledge through no fault of recipient; (c) is rightfully received by recipient from a third party not owing a duty of confidentiality to the discloser; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, discloser; or (e) is independently developed by recipient.
Discloser warrants that he/she has the right to make the disclosures under this agreement.
This agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the recipient any rights, license or authority in or to the information exchanged, except the limited right to use confidential information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this agreement.
Neither party has an obligation under this agreement to purchase any service, goods, or intangibles from the other party. Discloser may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both parties acknowledge and agree that the exchange of information under this agreement shall not commit or bind either party to any present or future contractual relationship (except as specifically stated herein) nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.
Neither party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either party’s decision to use or rely on any information exchanged under this agreement.
If there is a breach or threatened breach of any provision of this agreement, it is agreed and understood that discloser shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this agreement.
This agreement states the entire agreement between the parties concerning the disclosure of confidential information and supersedes any other prior agreements, understandings, or representations with respect thereto. Any addition or midification to this agreement must be made in writing and signed by authorized representatives of both parties. This agreement is made under and shall be construed according to the laws of the state of CA, USA. In the event that this agreement is breached, any and all disputes must be settled in a court of competent jurisdiction in the state of CA USA.
If any of the provisions of this agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provisions shall be deemed modified to the limited extent required to permit enforcement of the agreement as a whole.
Wherefore, the parties acknowledge that they have read and understand this agreement and voluntarily accept the duties and obligations set forth herein.