West End Boutique Brand Ambassador Contract, Terms and

Conditions Agreement

This Brand Ambassador Contract with Terms and Conditions(“Agreement”) dated on this___ day of________, 2022 (the “Effective Date”) is made between WEST END BOUTIQUE (the “Company”) and _______________________________ (the “Brand Ambassador”) herein collectively referred to as the “Parties” for the purpose of setting forth the exclusive terms and conditions by which the Company desires to enter into a contract with said Brand Ambassador.

WHEREAS, the Brand Ambassador agrees to provide promotional and marketing services, including the design and implementation of promotional campaigns, including but not limited to, serve as a Brand Ambassador, act as an influencer and actively participate in social media and advertising campaigns across various social applications, including but not limited to, Facebook and Instagram, and must have and maintain a minimum of 500 followers per platform and remain public at all times.

NOW, THEREFORE, the terms and conditions set forth herein, are hereby acknowledged by both parties and agree to the following:

1. SUBMIT APPLICATION OF ENROLLMENT:
To become a Brand Ambassador, you must electronically submit a properly completed Brand Ambassador Application & Agreement to Company. The Company at its discretion, reserves the right to reject any new or renewal application. Brand Ambassador must be 18 years of age or older and may not be incarcerated partially or otherwise confined to a correctional institution
2. INDEPENDENT CONTRACTOR STATUS:
Company and Brand Ambassador expressly agree and understand that the above listed Brand Ambassador is an independent contractor hired by the Company and nothing in this agreement shall be construed in anyway or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of Agreement. Each Brand Ambassador is a self- employed independent businessperson who conducts business under an agreement with Company.
3. COMPENSATION AND PAYMENT TERMS:
The Company will remit payment via PAYPAL only, to Brand Ambassador for commission on qualified sales the 5th day of the 2nd month after the end of generation period and when $100.00 (minimum amount) commission has been earned within the generation period, generation period will consist of “1” calendar month. If the minimum $100.00 is not reached within that generation period, the amount will rollover to the next generation period and collectively to each generation period thereafter until the $100.00 is met. Once $100.00 or more is met the commission will be remitted on the 5th day of the 2nd month after that generation period ends. For example, you earned a valid commission during generation period of June, remit payment will occur on August 5th.
3.1 QUALIFIED SALES AND COMMISSION:
Commission is 10% of all qualified purchases, of net sales ( gross sales less discounts, tax, shipping cost and minus any returns) made only through your unique Brand Ambassador ID link via the Company website. Commentsold and or 3rd party coupon sites are not a qualified purchase.
4. BRAND AMBASSADOR SOLELY RESPONSIBLE:
Each Brand Ambassador is solely responsible for and must pay all federal, state, and local FICA, or taxes applicable to all fees, commissions, overrides, bonuses and other items of value he or she receives from the Company.Each Brand Ambassador is solely responsible for his or her own activities, commitments and contracts, and all liabilities, obligations and expenses which the Brand Ambassador incurs.Each West End Boutique Brand Ambassador is solely responsible for complying with all laws applicable to his or her business.
5. OPERATING RESPONSIBILITIES AS A BRAND AMBASSADOR:
Company Brand Ambassador agrees to utilize his or her best efforts to represent and sell Company products with the highest degree of professionalism, integrity, ethics and accuracy. The Brand Ambassadors shall safeguard and promote the good reputation of WEST END BOUTIQUE (the “Company”). The Brand Ambassador shall at all times conduct their business in a manner that reflects favorably on the Company products and the good name, the goodwill and reputation of the Company. The Brand Ambassadors shall not engage in deceptive, misleading, or unethical conduct or practices that are or might be detrimental to the Company, its products, or the public, including, without limitation, disparagement of WEST END BOUTIQUE (the “Company”) or its products (as discussed in more detail below). The Brand Ambassador shall comply with all laws, rules, regulations and governmental requirements applicable to the operation of their business and performance under this Agreement, including the marketing, promotion and sale of Company products. The Brand Ambassadors shall not participate in any activity which is illegal, or in any way may be deemed detrimental to the Company name, product, opportunity, business, corporate entity or the organization. The Company welcomes constructive input regarding the Brand Ambassador program and products, but publicly communicated negative comments and remarks by the Brand Ambassadors about Company, its products, employees or other Company Brand Ambassadors serve no purpose other than to undermine the enthusiasm of our brand. Brand Ambassadors must not disparage WEST END BOUTIQUE (the “Company”), other Brand Ambassadors, products or services, Company employees or those of any other competing company. Disparagement of WEST END BOUTIQUE (the “Company”) shall constitute a material breach of the Agreement and may result in immediate termination.
5.1 Every Brand Ambassador is fully responsible for all of his or her verbal, written statements and online postings made regarding Company products produced and distributed by Company. Every Brand Ambassador agrees to indemnify the Company the Company directors, officers, employees and agents, and hold them harmless from any and all damages and liability including judgments, civil penalties, refunds, attorneys’ fees, court costs or lost business incurred by Company as a result of the Brand Ambassador’s unauthorized representations or actions regarding Company, the Company directors, officers, employees and agents. This provision shall survive the termination or expiration of the Brand Ambassador Agreement.
6. SELLING PRODUCTS ONLINE
All Company Brand Ambassadors’ sales must be through the Company’s website using their agreed-upon Ambassador unique ID link. Brand Ambassador can promote the Company on your social media accounts, through text or anyway you can send someone your unique ID link for the express reason to create sales for the Company. The Company requires EXCLUSIVITY, as in no other Brand products can be promoted in any active postings of Company, and Company products (including but not limited to) any Company advertising promotions while promoting Company and its products, (including but not limited to) all social media postings, text messages, activities or emails and any other forms used by the Brand Ambassador to promote the Company, Company products.Example; while promoting and (including but not limited to) tagging Company and or Company Brands or products, you can not mention or tag or any other form to bring attention to, any other non- Company Brands or products.
6.1.TIME IS OF THE ESSENCE:
The Brand Ambassador hereby understands and acknowledges that time is of the essence with respect to the Brand Ambassador’s obligation defined in this Brand Ambassador Agreement And that prompt and timely performance of all such obligation is strictly required.
7. CONFIDENTIALITY:
Brand Ambassadors may be party to confidential, proprietary information that constitute any and all business trade secret belonging to West End Boutique. They are provided to Brand Ambassadors by the Company in strictest confidence and are made available to Brand Ambassadors for the sole purpose of supporting their business.
8. RESPONSIBILITY FOR POSTINGS
Under the Agreement, each Brand Ambassador agrees to indemnify WEST END BOUTIQUE (the “Company”) against all damages arising out of his or her activities as a Brand Ambassador and may rely on this indemnity if a Brand Ambassador’s online activity damages Company or the Company opportunity. Brand Ambassadors are responsible for their own postings and all other online activity conducted by or on behalf of the Company and Brand Ambassador’s business. It is the obligation of Brand Ambassadors to ensure their postings and other online marketing activities are truthful, not deceptive and not misleading to customers. Brand Ambassadors must always respect the privacy of others in their postings and must not engage in gossip or advance rumors about any individual, company, or competitive products or services. In this regard, Brand Ambassadors may not list the names of other individuals or entities on their postings unless they have the written permission of the individual or entity that is the subject of their posting.Brand Ambassadors may not publish, post or distribute any material on their online presence in connection with Company or the Company deems activity to be defamatory, libelous, disparaging, threatening, offensive, harassing, abusive, obscene, pornographic, discriminatory or in violation of applicable law, or that inhibits others from enjoying the Company website or Brand Ambassador websites. Brand Ambassadors may not violate or infringe on the rights of others, including privacy, publicity and proprietary rights. Brand Ambassadors agree not to interfere or take action that results in interference with or disruption of Company or other Brand Ambassadors.
8.1 INAPPROPRIATE CONTENT PROHIBITED
When Brand Ambassadors participate in social networking sites, they must comply with the terms of use of the site, particularly (but not limited to) in relation to avoiding inappropriate conversations, comments, images, video, audio or other applications, including but not limited to profane, violent, offensive, threatening, defamatory, libelous, harassing, discriminatory, politics’ drugs and drug paraphernalia, tobacco products, or the act of smoking of any kind or vulgar content (all of which is termed “Inappropriate Content”). The determination of what is Inappropriate Content shall be determined by the Company in its sole discretion, and the offending Brand Ambassadors will be subject to immediate deactivation.
9. REMOVAL UPON TERMINATION OF BRAND AMBASSADOR
If a Brand Ambassador Agreement is terminated for any reason, pursuant to the terms of the Agreement, he or she must immediately discontinue all uses of Company name, its trademarks, trade names, service marks ,copyrights and other intellectual property, and all derivatives of such marks and intellectual property, in any format, including print, email, postings and all social media sites.
10. USAGE AND LICENSE:
The Company grants the Brand Ambassador a temporary license to use the Company name as necessary to achieve the promotional purpose respective to the guidelines set in this Agreement.The Brand Ambassador grants an ongoing license to use the Brand Ambassador’s name or handle in advertising material to achieve the promotional purpose. All usage and license grants will immediately end if and when Agreement is terminated.
11. AGREEMENT TERMINATION AND DEACTIVATION:
The Brand Ambassador Agreement may be terminated and Brand Ambassador deactivated at any time by either party.
12. DISPUTE RESOLUTION AND GOVERNING LAW:
Parties to this Agreement shall first attempt to settle any dispute through good faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of Oregon. This Agreement will be interpreted based on the laws of the State of Oregon, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of Oregon.
13. LEGAL FEES:
Should a dispute between named Parties arise that lead to legal action, the prevailing party shall be entitled to any reasonable legal fees, including but not limited to attorney’s fees.
14. WARRANTIES, LIMITED LIABILITY AND INDEMNITY:
14.1 NO EXPRESSED OR IMPLIED WARRANTIES EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, WEST END BOUTIQUE (THE “COMPANY’) DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, COMPATIBILITY, SECURITY ACCURACY, OR USEFULNESS WITH RESPECT TO COMPANY PRODUCTS AND SERVICES, ITS WEBSITE, INFORMATION CONTAINED ON THE WEBSITE.
14.2. LIMITED LIABILITY:EXCEPT AS OTHERWISE STATED HEREIN, EACH BRAND AMBASSADOR AGREES THAT THE COMPANY,, ITS AFFILIATES, AGENTS, BRAND AMBASSADORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS WHETHER DIRECT OR INDIRECT, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE USE OR INABILITY TO USE THIS AGREEMENT, THE PURCHASE OR USE OF COMPANY GOODS OR INFORMATION, PARTICIPATION AS A BRAND AMBASSADOR, OR FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSIONS OR DATA. EACH BRAND AMBASSADOR HEREBY WAIVES ANY CLAIMS WITH RESPECT THERETO, WHETHER BASED ON CONTRACTUAL, TORT, OR OTHER GROUNDS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. INDEMNITY AND HOLD HARMLESS AGREEMENT:IN THE CONDUCT OF AN BRAND AMBASSADOR BUSINESS, EACH BRAND AMBASSADOR AGREES TO REFRAIN FROM ALL CONDUCT THAT MIGHT BE HARMFUL TO THE REPUTATION OF COMPANY OR ITS PRODUCTS, INCLUDING BUT NOT LIMITED TO, CONDUCT INCONSISTENT WITH THE PUBLIC INTEREST OR CONDUCT THAT IS DECEPTIVE, MISLEADING, UNETHICAL OR IMMORAL. EACH BRAND AMBASSADOR AGREES TO HOLD HARMLESS AND INDEMNIFY THE COMPANY, ITS AFFILIATES, AGENTS, BRAND AMBASSADORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR ANY CLAIMS, DAMAGES OR LIABILITIES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS) ARISING OUT OF BUSINESS PRACTICES BY THE BRAND AMBASSADOR, INCLUDING BREACH OF ANY POLICIES & PROCEDURES OR OTHER AGREEMENTS. ARISING OUT OF OR IN ANY WAY RELATED TO HIS OR HER USE OF THIS SERVICE, PURCHASE OR SALE OR INFORMATION REGARDING COMPANY PRODUCTS, OR IN CONNECTION WITH HIS OR HER ACCOUNT OR ANY OTHER PERSON’S USE OR ACCESS TO THIS SERVICE BY OR THROUGH HIS OR HER ACCOUNT, WITH OR WITHOUT HIS OR HER PERMISSION, INCLUDING WITHOUT LIMITATION ANY CLAIMS OF LIBEL, DEFAMATION, VIOLATION OF RIGHTS OF PRIVACY OR PUBLICITY, TRESPASS, AND INFRINGEMENT OF INTELLECTUAL OR OTHER PROPRIETARY RIGHTS.
15. NON INTERFERENCE WITH COMPANY PRODUCT DEVELOPMENT AND MANUFACTURE:THE DEVELOPMENT, MANUFACTURE OR PURCHASE OF COMPANY PRODUCTS IS SOLELY WITHIN COMPANY AUTHORITY. BRAND AMBASSADORS SHALL NOT CONTACT OR COMMUNICATE WITH MANUFACTURERS, SUPPLIERS AND/OR VENDORS OF COMPANY, IS PRODUCTS RELATING TO THE DEVELOPMENT, MANUFACTURE, OR ANY INVENTORY SUPPLIERS. BRAND AMBASSADORS ARE PROHIBITED FROM PROCURING, OR SEEKING TO PROCURE, DIRECTLY OR INDIRECTLY, MERCHANDISE, PRODUCT OR ANY FINANCIAL OR PERSONAL GAIN FROM ANY MANUFACTURER, SUPPLIER AND/OR VENDOR OF COMPANY PRODUCTS RELATING TO THE DEVELOPMENT, MANUFACTURE, PURCHASING OR SALE OF COMPANY PRODUCTS.
IN WITNESS WHEREOF, Brand Ambassador have signed and sealed this Agreement effective as of the _____day of ___________, 2022 (the “Effective Date”).  Dated:____________ Address:                                                                                                                                                                ________________________________ _____________________________                               Brand Ambassador’s Signature _____________________________                                                                                                                                        ____________________________________________________________ _____________________________Brand Ambassador’s Name                                          Phone #: ________________________ Email address:_________________ Social Security # ( for 1099 )______–_____–_______

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