CO-BRANDED MERCHANT TERMS AND SERVICES
This CO-BRAND AMBASSADOR AGREEMENT (this “Agreement”) is made by and between Party (“Brand Ambassador”) and Saran Group LLC (“ALVA”), a New Jersey limited liability company (Brand Ambassador and ALVA may be referred to individually as a “Party” or collectively as the “Parties”).
Last updated: September 2023
WHEREAS, ALVA is a brand of premium athletic wear that designs high quality garments for training and leisure; and
WHEREAS, ALVA and Brand Ambassador wish to enter into this Agreement in order to set forth the terms and conditions pursuant to which ALVA will work with the Brand Ambassador as a co-brand ambassador for the promotion of ALVA’s products and Brand Ambassador’s collective co-branded products; and
NOW, THEREFORE, in consideration of the foregoing and the promises and mutual covenants and agreements hereinafter set forth, it is hereby agreed as follows:
The purpose of this Agreement is for ALVA to retain Brand Ambassador as an ALVA Co-Brand Ambassador to provide a variety of promotional and marketing services such as the promotion of ALVA’s existing and newly launched products in conjunction with co-branded products in advertisements, promoting ALVA’s products on social media, and taking part in any marketing campaign designed to boost ALVA’s brand image. In exchange for Brand Ambassador’s promotional and marketing services, ALVA shall provide Brand Ambassador with monetary compensation of the co-branded products only sold through ALVA’s channels as set forth in this Agreement.
2.1 Subject to the terms and conditions of this Agreement, ALVA hereby appoints Brand Ambassador as a non-exclusive co-brand ambassador to perform certain services in connection with ALVA, including, but not limited to, the demonstration of consistent support and promotion of ALVA’s products and co-branded products (the “Products”) on various platforms: Website, Email, Facebook, Instagram, Twitter, Tik Tok, Snapchat, and Pinterest (“Social Media Platforms”). The list of Social Media Platforms may be updated from time to time by ALVA. Any platform that ALVA or the Brand Ambassador markets on implies permission from both parties.
3.1 In consideration of the full performance of Brand Ambassador’s services as described in this Agreement, ALVA shall compensate Brand Ambassador as follows: (i) for sales of the Co-Branded Products only, Brand Ambassador shall receive 25% percent of the gross revenue from the Co- Branded Products designated on the specific URL created by ALVA Team.
3.2 Brand Ambassador understands and acknowledges that Paragraph 3.1 and Exhibit A set forth the sole compensation for Brand Ambassador’s services described in this Agreement and that no additional compensation will be granted. The compensation described herein may be modified by ALVA from time to time in its sole discretion, provided that any such modification will be applied prospectively (on a go-forward basis) from the effective date of any such change. Brand Ambassador must receive notice via electronic communication for any compensation changes.
4. TRADEMARKS & OWNERSHIP
4.1 Brand Ambassador acknowledges that the Products and any derivatives thereto may be covered by patent, copyright, and other intellectual property rights owned or licensed by ALVA. Brand Ambassador may use ALVA’s trade names, trademarks and service marks as provided to Brand Ambassador from time to time (the “Marks”) on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of ALVA. Brand Ambassador acquires no right to any such Marks. Brand Ambassador further agrees: (i) Brand Ambassador will follow the guidelines of ALVA; (ii) Brand Ambassador will not challenge the validity of ALVA’s Marks (whether currently in existence or additional Marks) at any time; (iii) Brand Ambassador will not attempt to register ALVA’s Marks in any jurisdiction. No rights or licenses with respect to the Product or the Marks are granted or deemed granted hereunder or in connection herewith, other than other rights expressly granted in this Agreement and all such rights are hereby expressly reserved by ALVA and its licensors.
4.2 Brand Ambassador acknowledges that all documentation, any inventions, ideas, written material or other property, tangible or intangible, arising out of or resulting from Brand Ambassador’s performance of the services provided hereunder, including without limitation all videos, photographs, images, themes, materials, campaigns, and designs developed, created and/or provided by ALVA or Brand Ambassador (the “Work”) is owned by ALVA for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a “work made for hire” and that ALVA shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not be a work made for hire, ALVA hereby assigns and transfers all right, title, ownership, and interest therein, presently known or hereinafter ascertained, including, but not limited to, all copyrights therein, the right to secure the copyright (and all renewals, reissues, and extensions thereof) throughout the world, without any restrictions as to use, to ALVA. ALVA may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and
derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media website or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Brand Ambassador acknowledges the ownership and validity of ALVA’s copyrights, brands, trademarks, trade dress, and patent rights, whether or not create by or contributed to by Brand Ambassador.
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
Brand Ambassador grants to ALVA the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Brand Ambassador and Brand Ambassador’s business display, reproduce, distribute, publish, exhibit, and use in any other way Brand Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information, and any other information or attribute identifying or otherwise associated with Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified, and/or adapted in character and/or form, along and/or accompanied by other material, including any text, image, and/or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for ALVA, the Work, and the Products in all media now known or hereafter developed (including without limitation in the Social Media Platforms and other social media websites or applications).
6. REPRESENTATIONS, WARRANTIES & OBLIGATIONS
Brand Ambassador shall not make any warranties with respect to the Products to any third party. Brand Ambassador represents and warrants that: (i) he will act in a timely manner with a high degree of professionalism and behave in a legal, ethical, and business-like manner; (ii) Brand Ambassador will present the Products in a truthful and sincere manner and will not engage in any activity or action that may damage ALVA’s reputation or the reputation of its Products; (iii) Brand Ambassador’s Likeness and all Work provided hereunder are new and original to Brand Ambassador and do not infringe the intellectual property rights, privacy rights, or publicity rights of any third party; (iv) Brand Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights herein; (v) Brand Ambassador has complied and will comply with all applicable laws, rules, and regulations in rendering the services to be performed under this Agreement, including without limitation, any of ALVA’s policies; (vi) Brand Ambassador has no commitments or obligations inconsistent with this Agreement; (vii) the Work will not contain any disparaging, pornographic, defamatory, and/or illegal material. Brand Ambassador agrees and understands that during the duration of this Agreement, Brand Ambassador shall not provide services to any competitor of ALVA’s without prior written consent from ALVA.
7. TERM AND TERMINATION
7.1 The term of this Agreement shall continue for an indefinite period of time until either Party terminates this Agreement. This Agreement may be terminated by either Party for any reason or no reason including, but not limited to, a breach of any term or condition of this Agreement.
7.2 In the event this Agreement is terminated, the Parties acknowledge and understand that ALVA shall retain all rights to the Products, the Marks, the Works, and any Co-Brand Ambassador Ambassador or Team Collections.
8. RELEASE AND INDEMNITY
Brand Ambassador hereby irrevocably and unconditionally releases, discharges, indemnifies and holds ALVA, its registered trade names and affiliates, and its irrespective officers, directors, employees, agents, assignees, designees, and licensees (together, the “ALVA Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever, in law or equity, whether known or unknown, foreseen or unforeseen, arising at any time out of and/or directly or indirectly relating to the use of the Work and/or Brand Ambassador’s Likeness and/or any breach or alleged breach of any of the terms of this Agreement or breach of any warranty or representation hereunder.
9. CONFIDENTIALITY AND NON-DISCLOSURE
During the duration of this Agreement, Brand Ambassador will treat any information provided to it by ALVA as confidential (“Confidential Information”). Brand Ambassador will not disclose ALVA’s Confidential Information to any third party without the prior written consent of ALVA, nor make use of any of ALVA’s Confidential Information except in its performance under this Agreement. Information will not be deemed Confidential Information hereunder if such information is known prior to receipt from ALVA without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Agreement. Each Party accepts responsibility for the actions of its agents or employees and shall protect the other Party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to ALVA, and ALVA may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
10. RELATIONSHIP BETWEEN THE PARTIES
Brand Ambassador is an independent contractor. The relationship between ALVA and Brand Ambassador shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture, or agency of any kind. Brand Ambassador will not be considered an employee for purposes of any ALVA employment policy or any employment benefit plan, and Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan. Brand Ambassador is responsible for the payment of his own taxes and insurance. Brand Ambassador acknowledges that he has no equity or ownership interest in ALVA. Nothing contained herein shall in any way restrict or otherwise be deemed to prevent ALVA from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing, or licensing any Products to any third party, or from entering into a similar brand ambassador agreement with another party.
11. WAIVER OF DAMAGES
In no event shall either Party have any liability to the other Party for any special, consequential, incidental, multiple, punitive or other loss or damages, or for any loss of profits, business opportunity or goodwill, arising out of this Agreement.
12.1 Entire Agreement. This Agreement (including all exhibits annexed hereto which are hereby incorporated by reference herein) constitutes the entire agreement among the Parties with respect to the subject matter hereof and the transactions related thereto and supersedes any and all prior agreements, promises, and representations, written or oral, with respect thereto.
Assignment; Parties Bound by Agreement. Except as otherwise expressly set forth herein, the rights and obligations of any of the Parties hereunder may not be assigned in any way whatsoever and any such attempted assignment shall be void and of no force or effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to their respective heirs, executors, administrators, successors, and permitted assigns.