|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
Inherit Clothing Company
INDEPENDENT AMBASSADOr AGREEMENT
This Independent Ambassador Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Inherit Clothing Company. (“Inherit”), with an address of 702 Atlantic Avenue, Morris, Minnesota, 56267, United States and the influencer identified below (“Independent Ambassador” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
The Independent Ambassador Program. Independent Ambassador agrees to provide to Inherit under the terms and conditions of this Agreement, services (the “Services”) in connection with Inherit’s Independent Ambassador Program (the “Program”). As part of the Services, Independent Ambassador will generate and post content (including, without limitation, text, videos and images) regarding Inherit brand and Inherit products on Influencer's Instagram, Instagram Story, Twitter, Facebook, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Independent Ambassador agrees to:
Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner
Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools and other resources in performing the Services but Inherit may provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to his/her Social Channels (such templates and other materials are collectively referred to as the “Inherit Materials”).
Will be responsible for (i) creating and editing the Content and posting such Content on the Social Channels.
It is understood and agreed that Independent Ambassador will be an independent contractor, is not and will not be considered an agent or employee of Inherit (or any of its affiliates or related entities), and shall have no authority to bind Inherit (or its Ambassador or related entities) by contract or otherwise.
Independent Ambassador agrees that they will not: (i)
Make any derogatory statements about Inherit and/or Inherit products
Resell or distribute any Inherit products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
Promote Inherit products, the Inherit brand, or the Program and/or the Ambassador Page via any paid media channels
Promote Inherit products, the Inherit brand, the Program and/or the Ambassador Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
Engage in any fraudulent transactions, as reasonably determined by Inherit, including without limitation making transactions from Influencer's IP addresses or computers under Influencer's control.
In consideration for the Services, Inherit will pay to Independent Ambassador a percentage of the Net Revenue (as defined below) collected by Inherit. For purposes of this Agreement, “Net Revenue” means gross fees received by Inherit from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Inherit product(s) via the Ambassador Page that are made by a method of payment accepted by Inherit. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Inherit using its standard methodologies. Inherit will pay Independent Ambassador its Commission on the 28th day of each month. Commissions due hereunder will be made by Inherit to Independent Ambassador through its payment processor (“Payment Processor”), which, as of the Effective Date, is either Refersion Pay (preferred method) or PayPal Holdings, Inc. Independent Ambassador is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Inherit for purposes of receiving the payments set forth herein. Inherit is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Inherit, including without limitation any transactions originating from Influencer 's IP addresses or computers under Influencer's control.
Intellectual Property Rights.
Independent Ambassador hereby grants to Inherit and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
Independent Ambassador shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Ambassador's promotional purposes, in any and all media now known or hereafter developed.
With respect to Content which portrays Independent Ambassador's face, body and voice (the “Restricted Materials”), Inherit shall have the right to use the Restricted Materials upon prior approval from Independent Ambassador.
Independent Ambassador hereby grants to Inherit and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Inherit in connection with the Program or (ii) otherwise created by Independent Ambassador in connection with the Services, (collectively, the “Other Developments”)
Inherit Materials and Trademark.
Except for Independent Ambassador's limited right to use the Inherit Materials solely in connection with performing the Services, Inherit retains all right title and interest in the Inherit Materials, including all related intellectual property rights. Inherit hereby grants to Independent Ambassador, a limited, non-exclusive, non-transferable license to use and display Inherit's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Independent Ambassador agrees that any use of the Marks:
Will comply with Inherit's quality standards and trademark guidelines, which may be provided by Inherit to Independent Ambassador from time to time
Will solely inure to the benefit of Inherit. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Ambassador does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Influencer agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Independent Ambassador acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Influencer's provision of the Services hereunder. Independent Ambassador represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Inherit products, the Inherit brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Independent Ambassador Social Channels.
Independent Ambassador represents and warrants that:
He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Inherit Materials;
The Content and Other Developments are Independent Influencer' s original work
Use of the Content and Other Developments by Inherit will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Ambassador except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Inherit for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides
Independent Ambassador shall indemnify and hold Inherit, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Inherit may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Ambassador is not and shall not be deemed an employee, agent, joint venture or partner of Inherit, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL INHERIT, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “INHERIT PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE INHERIT PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH INHERIT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE INHERIT PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Minnesota. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Minnesota.