By participating in the Program, you hereby agree to these terms and conditions of the Program (these “Terms”).
Revenue Share: We will pay you % of all revenue (after deduction of applicable taxes and fees) generated from your ambassador code (the “Fee”).
Payment: We will pay you the Fee quarterly, as promptly as practicable after March 30, June 30, Sept 30, and December 31 of each year, to a bank account in your name as designated by you to us in writing.
Exclusivity: During the Term[, and for [NUMBER] months afterward,] you will not do any influencer marketing for any of our competitors, being other ready-to-drink vodka sodas, hard seltzers, or similar ready-to-drink alcoholic beverages.
Originality and Compliance: Your posts will be original and created solely by you. Your posts will not infringe on the intellectual property of any other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans. Your posts will comply with the rules of the applicable social media platforms, as well as all applicable laws, rules, and regulations.
Posts: We have the right to request you to edit or remove any of your post.
Ownership; Grant of Rights: You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Posts made by us, or by any third party for our benefit subject to your rights in the underlying Posts. You hereby grant to J2F Beverages Limited and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, an exclusive, perpetual, irrevocable, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts, and (b) to reproduce, perform, display, and transmit the Posts, including any derivative works of the Posts, in whole or in part.
Use of Your Name and Likeness: You hereby grant to J2F Beverages Limited and our affiliates, and each of our respective direct and indirect successors, licensees, and assigns, the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information you provide to us and any other information about you that is publicly available, as well as information provided by you from time to time (collectively, “Likeness”) in connection with the Program, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product that features or includes at least one of the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated herein.
Representations and Warranties: By providing the Posts to us, you represent and warrant that the Posts (a) are your sole and original creation; (b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part; (c) are not libelous or otherwise defamatory; and (d) do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
Relationship of the Parties: You understand that you are an independent contractor of the Company, and your participation in the Program does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind the Company and will not make any agreements or representations on our behalf without our prior written consent. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under the Program to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
Confidentiality: You understand that you may be exposed to information about the Company’s products, advertising campaign, and marketing/brand strategies, and ideas that may not have been disclosed to the public (collectively, the “Confidential Information”). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Program, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue indefinitely.
Non-Disparagement: During the Term and for one-year thereafter, you will not make any statements that disparage or otherwise reflect unfavorably on the Program, the Company or any of the Company’s products.
Termination: Either [party] may terminate the Program at any time.
Entire Agreement: These terms contain the entire agreement between you and the Company and supersedes any oral or written statements made by or to you in connection with the Program and the Posts.
Governing Law: These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China.