The Dirty Collar (“Company”) hereby engages the Brand Ambassador, and the Brand Ambassador hereby accepts such engagement, to perform the services described in this Agreement in connection with publishing hyperlinks, pictures, videos, etc (“Content”) on the Brand Ambassador’s Social Media Platforms (the “Services”).
The Company wishes to engage the Brand Ambassador for the purpose of promoting its website www.thedirtycollar.com (the “Company Website”) by placing Content on the Brand Ambassador’s Social Media Platforms on the terms and conditions set forth below.In exchange for the Referral Fee, the Brand Ambassador will provide the following services:
(a) Posting of Unique Discount Code (“Code”).
(b) Post the Code on the Brand Ambassador Social Media Platforms.
(c) Use reasonable efforts to ensure the hyperlinks work on the Brand Ambassador Social Media Platforms, and that any visitor who clicks on the hyperlinks will be connected to the Company Website.
(d) Customer Referral. Refer new, unique and legitimate customers (i.e., customers not previously existing to the Company) to the Company Website via the Content
(e) Brand Ambassador may not post unique discount code in any position that would be misleading or cause confusion, including but not limited to: Any social media posts uploaded by the Company, reviews on the Company website and coupon/discount websites.
In exchange for the full performance of Services, the Company shall pay the Brand Ambassador. Payments of the Referral Fee, if any, shall be made according to the payment schedule set forth below:
(a) Calculation of Referral Fee. The Referral Fee shall be calculated by the Company in good faith at a rate of 10% (the “Rate”) per each valid purchase, as determined by the Company, via the usage of the Code at the time of purchase that results in a sale of the Company’s products.
(b) Records. The Company shall maintain accurate and up-to-date records in accordance with generally accepted methods of accounting for all data used to determine any Referral Fee payable to the Brand Ambassador.
(c) Brand Ambassador Inspection; Discrepancies. The Company shall permit the Brand Ambassador reasonable access to the records and data used to determine the Referral Fee for purposes of inspection. Any discrepancies between the Company’s records and any Referral Fee paid to the Brand Ambassador shall be corrected by the Company within 90 days of receiving written notification of such discrepancy from the Brand Ambassador.
(d) Payment. Except as provided below, any Referral Fee accrued and payable to the Brand Ambassador shall be paid by the Company at the end of each calendar monthNo Payment of Referral Fee.
The Brand Ambassador will not be eligible to receive a Referral Fee for, and the Company will not pay a Referral Fee when:
(a) Such Referral Fee results from a manipulative, false, or mistaken checkout, including, but not limited to, any purchase obtained by a fraudulent or deceptive program, device, or scheme or artificial mechanism,
(b)Such Referral Fee results accidentally from a duplicate sale.
(c)The sale underlying such Referral Fee results in a return, cancellation, or refund, or when payment is not received by the Company (each, a “Charge-back”).Adjustment of Referral Fee. Any Referral Fee, or portion thereof, that has been paid to the Brand Ambassador but later results in a Charge-back will be deducted from the Brand Ambassador next Referral Fee. If no subsequent Referral Fee is to be paid to the Brand Ambassador, an invoice will be sent to the Brand Ambassador for the amount of the Charge-back. Following termination of the Agreement by the Company for a material breach, the Brand Ambassador will forfeit any Referral Fee for the last 90 days after the date of the Brand Ambassador material breach.
This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of this Agreement, for a period of 6 months (the “Term”). The Agreement will renew automatically unless either Party provides 30 days’ written notice of its intent not to renew.
NATURE OF RELATIONSHIP
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Brand Ambassador is and will remain an independent contractor in its relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the Brand Ambassador’s compensation hereunder. The Brand Ambassador shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.
Brand Ambassador agrees to hold in strictest confidence and not to use or will not divulge to any third party, or use for any unauthorized purposes (including Brand Ambassador’s own benefit) either during or after Brand Ambassador’s engagement with Company, any proprietary, or confidential information or know-how that Brand Ambassador has acquired during Brand Ambassador’s service or in consequence of Brand Ambassador’s service or contacts with Company without the written consent of an authorized representative of Company. Brand Ambassador agrees to return to Company all such documentation and any other confidential information upon termination of Brand Ambassador’s engagement with Company.
USE OF LIKENESS
The Brand Ambassador grants The Company and its advertisers the right to use, license, and publish Brand Ambassador’s name, portraits, actual and/or paraphrased statements, biographical information, picture or photography, any other information or attribute identifying and/or otherwise associated with Brand Ambassador (collectively, “Likeness”), and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way in any media for any non-defamatory commercial or trade purposes. Including, but not limited to advertising, promotion, marketing, social media or any other product or service without restriction of any kind, worldwide, in perpetuity and royalty-free, for any purpose whatsoever.
NO RIGHT OF APPROVAL
Brand Ambassador hereby irrevocably waives any and all right to inspect and/or approve Company’s use of the Work and/or Brand Ambassador’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or Brand Ambassador’s Likeness.
PARTIES’ REPRESENTATIONS AND WARRANTIES
Each Party has full power, authority, and right to perform its obligations under the Agreement. This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms. Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.
The Brand Ambassador hereby represents and warrants as follows:
(a) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Brand Ambassador shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
(b) The Affiliate shall notify the Company of any changes to the Brand Ambassador Social Media Platforms that would [materially] change its target audience
(c)The Services required by this Agreement shall be performed by the Brand Ambassador or the Brand Ambassador staff, and the Company shall not be required to hire, supervise, or pay any assistants to help the Brand Ambassador perform such Services.
(d) The content comprising the Brand Ambassador Social Media Platforms is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
The Company hereby represents and warrants as follows:
(a) The Company will make timely payments of any Referral Fees earned by the Brand Ambassador.
(b) The Company shall notify the Brand Ambassador of any changes to its procedures affecting the Brand Ambassador obligations under this Agreement at least 30 days prior to implementing such changes.
(c)The content comprising the Company Website is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
(d) The Company shall provide such other assistance to the Brand Ambassador as it deems reasonable and appropriate.
The Company represents to the Brand Ambassador and unconditionally guarantees that all text, graphics, photos, designs, trademarks, or other content comprising the Company Website are owned by the Company, or that the Company has permission from the rightful owner to use each of these elements. The Company further represents to the Brand Ambassador that the content generate on Brand Ambassador Social Media Platforms does not infringe, dilute, or otherwise violate third-party rights or trademarks. The Company grants the Brand Ambassador a non-exclusive, limited license to use its trademarks, service marks, and trade names however without the prior written consent of the Company, the Brand Ambassador will not use or mention the Company’s name, or publish or distribute any materials provided, leased, or licensed to the Brand Ambassador, for any purpose not specified in this Agreement.
Brand Ambassador acknowledges that the results and proceeds of the services including but not limited to the Content hereby constitutes a “work made for hire” as that term is defined in the Canadian Copyright Act (R.S.C., 1985, c. C-42). and is owned by Company, for all purposes worldwide in perpetuity. The Company may reproduce, modify, distribute, display, assign and/or otherwise use the Work, and all elements, in whole or in part, in all media now known or hereafter developed (including without limitation in social media), worldwide, in perpetuity, royalty-free and without restriction of any kind.
Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement, except that the Brand Ambassador may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Company of written notice of such assignment or transfer.
No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
This Agreement may be terminated:
(a) By either Party on provision of 30 days’ written notice to the other Party.
(b) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within 30 days of receipt of written notice thereof.(c) By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement.
Responsibilities after Termination. Following the termination of this Agreement for any reason, the Company shall promptly pay the Brand Ambassador any outstanding Referral Fees owed to the Brand Ambassador for Services rendered before the effective date of the termination. The Brand Ambassador acknowledges and agrees that no other compensation, of any nature or type, other than any outstanding Referral Fees, shall be payable hereunder following the termination of this Agreement.