This Brand Ambassador Agreement (this “Agreement”) is between Promostaffing, Inc., a Florida corporation (“Promostaffing”, “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”).
SERVICES
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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”).
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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
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Fees. In consideration of the Services, you will be paid (the “Fee”).
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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.
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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 Promostaffing incurring financial and/or reputational damages. If, due to no fault of Promostaffing, you fail to provide your Services for the entirety of an Event, then in addition to any other remedies available to Promostaffing at equity or law, Promostaffing may setoff any amounts, fees, costs, and expenses that Promostaffing incurs as a result of your failure to perform against any Fees owed to you by Promostaffing. If such setoff exceeds the Fees payable to you, then upon demand by Promostaffing, you agree to promptly reimburse Promostaffing for all such amounts, fees, costs, expenses that exceed the Fees.
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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.).
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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.
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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.
RESTRICTIONS
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 Promostaffing:
• 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”), and you will not engage in any behavior that tends to disparage, diminish or violate any of the Manufacturer’s 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 Promostaffing (“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 reason whatsoever.
NO WARRANTY
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 Promostaffing endorses any particular Product or warrants the performance of any Product to which the Services relate.
TERM; TERMINATION
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.
CONFIDENTIAL INFORMATION
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.
RELEASE
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 Promostaffing’s 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.
ADDITIONAL INFORMATION
This Agreement will be governed under the laws of the State of Florida, and Broward 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.
