This Brand Affiliate Agreement (“Agreement”) is made effective as by and between Entrepaidneur of 4447 N. Central Expressway Suite 110- #137, Dallas, Texas 75205, and Brand Affiliate/Brand Ambassador (“Brand Affiliate”).
WHEREAS, Entrepaidneur is a LLC duly organized, validly existing, and in good standing under the laws of the State of Texas. The Entrepaidneur has its principal office and place of business at 4447 N. Central Expressway Suite 110- #137, Dallas, Texas 75205.
WHEREAS, Brand Affiliate is an Affiliate Marketing Ambassador (non-employee) whose services have value to Entrepaidneur.
WHEREAS, Entrepaidneur is desirous to obtain the right to use the name, likeness, and endorsement of the Brand Affiliate in connection with the advertisement and promotion of the product of Entrepaidneur, namely T-shirts, Hoodies and other branded merchandise.
NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Brand Affiliate and the Entrepaidneur agree as follows:
APPOINTMENT. Entrepaidneur would like Brand Affiliate’s assistance in offering/selling
Entrepaidneur’s products. Entrepaidneur hereby appoints Brand Affiliate as its representative on a non-exclusive, non-employee basis to endorse the Services to Target Audience.
TERM. This Agreement may be terminated by either party upon 30 days prior written notice to the other party.
SERVICES. In connection with the appointment, Brand Affiliate agrees to do the following:
I. That the Brand Affiliate hereby authorizes and grants to the Entrepaidneur the right, license and interest to use the Endorsement in respect of the marketing, promotion, advertising and sale of the product:
a. Brand Affiliate will share their affiliate url/link for the promotion of Entrepaidneur items via social media, YouTube, affiliate links and more.
CONFIDENTIALITY. Each party agrees that it will not disclose to any third party or use any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.
COMPENSATION. In exchange for Brand Affiliate’s performance of its responsibilities, Entrepaidneur agrees to pay Brand Affiliate by method of: Brand Affiliate will receive 15% of t-shirts and promotional items sold through brand affiliate’s promotional web link.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement: n due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of
such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
FORCE MAJEURE. If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine or
other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators, in turn, shall select a third arbitrator, all three of whom shall preside jointly over the matter.
The arbitration shall take place at a location that is reasonably centrally located between the parties or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days
after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any
court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Agreement may be modified or amended in writing if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Texas.
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHTS. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
SIGNATORIES. By completing the Affiliate Agreement Form and signing up for Entrepadneur’s affiliate program, all Brand Affiliates accept the terms and conditions of this entire agreement.