Brand Ambassador Agreement

This Brand Ambassador  Agreement is entered by and between Asia’s Closet LLC hereinafter referred to as “COMPANY ”, and Brand Ambassador  ”, collectively referred to as “the Parties” with reference to the following facts.

WHEREAS the Company  desires to obtain the benefit of the services of the Brand Ambassador, and the Brand Ambassador desires to render such services on the terms and conditions set forth

WHEREAS, the brand ambassador agrees to provide promotional and marketing services, including the design and implementation of the promotional campaigns, including but not limited to, serve as a brand ambassador at physical events, act as an influencer, and actively participate in social media and advertising campaigns across numerous social application.

Whereas the company is in the business of Online kids’ boutique, Now, therefore, in consideration of the promises and mutual covenants herein contained and for good and valuable consideration, receipt of which is hereby acknowledged, The Parties agree as follows:

Term

This Agreement shall become effective upon full execution by the Parties, and, unless terminated earlier as outlined herein, shall remain in continuous force and effect for a period of one (1) year. Upon expiration of the initial one-year term, this Agreement shall automatically renew for successive periods of one (1) year each thereafter, unless either party gives written notice of termination to the other party in accordance to the terms hereof

Services:

Brand Ambassador will perform certain services in connection with Company and is currently contemplated to engage with the Company's social channels, including but not limited to Twitter, Facebook, Instagram, YouTube, Google, Google+, Pinterest, Snap Chat, Public/Private Lectures, Seminars, and Personal Appearances, etc. The list of Social Media Platforms may be updated from time to time by the company in its sole discretion, and the company will provide Brand Ambassador with written notice of any such change.

Compensation

In consideration of the full performance of Brand Ambassador's services as described herein, the company shall compensate the Brand Ambassador with 25% (percent) commission on all the sales which are made by using the referral code. The referral code for the purpose of referring the customers will be provided by the company to the Brand Ambassadors. The referral code is mandatory to use while making the purchase to ensure the entitlement to the commission. In addition to that upon every purchase made by using his referral code, the  Brand Ambassador will also be provided with a free outfit up to $34.99. The Brand Ambassador will also be rewarded with the giveaways. In order to acquire the entitlement to giveaways, Brand Ambassadors are required to tag the photos and promotional campaigns with the company, every single attachment made in this regard will elevate the entries to giveaways. The giveaway will comprise of cash, gift cards, clothing, and other surprises. Brand Ambassador understands and acknowledges that this is the sole compensation for the services described in this Agreement and that no additional compensation will be granted. The commission to the Brand Ambassadors will be paid on the 15th day of every month which will be paid through the check or by using the automated clearinghouse. The Brand Ambassador is hereby required to furnish the company with information about their ACH information.

Independent Contractor.

The Parties agree that the Brand Ambassador is an independent contractor, and not an employee, joint venture, or partner of company for any purpose whatsoever. The Brand Ambassador is not authorized to have rights or power to act for, bind, or incur any obligations on behalf of the company, except as expressly set forth herein. Brand Ambassador agrees to be responsible for and pay when due any and all expenses, costs, payroll, state and federal taxes, disability, unemployment, and other insurance, compensation, permits, and licenses of any nature whatsoever, for its own business.

Use of Likeness:

Brand Ambassador grants to company the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and record used for the marketing services and promotional campaigns. Brand Ambassador shall grant Company the right to use name and likeness, as well as promises to promote and recommend kids' boutique to the public. The company also holds ownership and the right to use any photographs, video, and material created or used throughout the Agreement Term and for a period of a lifetime. Brand Ambassador agrees to promote kids' boutique while at relevant events, as well as demonstrate consistent support on social media outlets including but not limited to Facebook, Twitter, and Instagram.

Trademarks.

The Parties acknowledge that the company is the owner of certain trade names and trademarks. Company grants to Brand Ambassador's limited use of the trade name and trademark for the sole purpose of marketing services. Brand Ambassador acknowledges that the Products and any derivatives thereto are covered by, copyright, and other intellectual property rights owned by the company.

Indemnification.

Brand Ambassador agrees to hold the company harmless from all claims due or demands, including fees, charges, damages, and expenses incurred, resulting from actions, errors or omissions of the  Brand Ambassador or its employees, associates, agents, or subagents as a result of any breach of this Agreement, any misrepresentation, negligent act or omission, unethical business conduct, or failure to comply with any laws or regulations.

Confidential Information.

Neither party will use the other’s Confidential Information for purposes other than those necessary to further the purposes of this Agreement. Neither party will disclose to third Persons the other’s Confidential Information without the prior written consent of the other party. Should either party be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information of the disclosing party in the receiving party’s possession, custody or control, the receiving party shall use commercially reasonable efforts to:

  • promptly notify the disclosing party.
  • Limit such disclosure to the extent practicable, and
  • make such disclosure only to the extent so required. The parties’ obligations under this Section shall survive the termination of this Agreement.

Termination.

This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach

Agreement.

 This Agreement constitutes the entire and complete Agreement between the Parties and supersedes all previous written or oral communication or agreements between the Parties and their predecessors or assigns. This Agreement may be amended, modified, or supplemented only by a writing executed by both Parties. 

Overriding Law

Construction and interpretation of this Agreement shall at all times and in all respects, be governed by the laws of the State of Georgia.

Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then only the portion of that provision held invalid, void or unenforceable shall be stricken, and the remaining provisions shall, nevertheless, continue in full force and effect without being invalidated in any way.

Waiver.

No waiver of any of the provisions of this Agreement shall constitute a continuing waiver or a waiver of any other provision. No waiver shall be binding unless executed in writing by the party making such waiver.

It shall be the responsibility of each party to provide written notification to the other of any changes in address throughout the term hereof.

IN WITNESS WHEREOF, the Parties agree to the terms hereof and have executed this Agreement on the date first above written.

Miscellaneous matters

  • The parties acknowledge and agree that this Agreement has been jointly drawn by them, and accordingly, it should not be construed strictly against either party.
  • So far as any time, date or period is mentioned in this Agreement, time shall be of the essence.
  • The rights and obligations of the parties set out in this Agreement shall pass to any permitted successor in title.
  • Any obligation in this Agreement intended to continue to have effect after termination or completion shall so continue.
  • No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
  • The parties agree that electronic communications satisfy any legal requirement that such communications be in writing.
  • In the event of any conflict between any term of this Agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this Agreement shall prevail.

Acknowledgments:

Each party acknowledges that he or she has had an adequate opportunity to read and study this Agreement, to consider it, to consult with attorneys if he or she so desired

ACKNOWLEDEMENT

I  accept  the  above  offer  of  Brand Ambassador  and  I  understand  that  this  company  is  an  at-will  employer,  and  that  this means  that  the  company  or  I  may  terminate  the  independent   agent relationship  at  any  time,  for  any  reason,  with  or without  cause  or  notice  and  in  accordance  with  applicable  law. No  officer,  employee,  or  representative  of  the

company is authorized to enter into an agreement-express or implied-with me for employment for a specified period of time. Any agreement to employment for a specified period of time will be put into writing and signed by the president of the company

 

The commission to the Brand Ambassadors will be paid on the 15th day of every month which will be paid through the check or by using the ACH for whom information is furnished herein.

By printing your name below, you are acknowledging this as your signature.

Brand Ambassador  's Signature: ___________________________ Date: ________________