WHEREAS, I, "Ambassador" and Reflex Performance Resources, Inc., (“Reflex”; and together with Ambassador, the "Parties") have executed this Brand Ambassador Program Terms And Conditions Agreement (the “Agreement”) as of the date and time at which I submitted the 90 Degree Brand Ambassador Sign-Up Form located at https://www.90degreebyreflex.com/pages/brand-ambassador-program.
WHEREAS, Reflex desires to obtain the right to use the approved name, approved voice, approved photograph and approved likeness of Ambassador and to engage Ambassador to perform certain services for and on behalf of the 90 Degree By Reflex brand (the "Brand"); and
WHEREAS, Ambassador desires to grant to Reflex such uses and to perform such services on the terms and conditions set forth herein.
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 Parties agree as follows:
Program Guidelines. During the Term of this Agreement, periodically, at Reflex’s discretion, Reflex may offer Ambassador apparel in exchange for specified image or video content. For each such offer accepted by Ambassador, Reflex may elect to send a package containing the requested apparel to Ambassador by mail. Reflex will send an email to Ambassador corresponding to each package containing a Style Guide and Posting Guide with specific instructions detailing the content requested and the requirements for publishing that content to social media once approved respectively. For each package of apparel received by Ambassador, Ambassador agrees to perform the following services: Within ten (10) days of receipt of a package, Ambassador shall provide to Reflex via email the content requested by Reflex via email in the Style Guide associated with the specific package. Unless otherwise specified, all images and videos should be taken against an aesthetically clean and pleasing background and, excluding footwear, no clothing from any other brand may be depicted. After submitting all content to Reflex for review and approval via email, Ambassador further agrees to publish approved content to their social media accounts in a manner consistent with the Posting Guide associated with the specific package. Unless otherwise specified, Ambassador will exclusively tag @90DegreebyReflex in the captions and photos for the Posts. Each post will include the hashtag #90DegreebyReflex. Each post will include Federal Trade Commission (“FTC”) disclosure(s) (I.e. #sponsored).
Consideration. In consideration for the usage rights and services provided hereunder, Reflex shall grant ownership to Ambassador of all apparel provided to Ambassador by Reflex per the Program Guidelines above.
Usage/Release. Ambassador grants to Reflex the right and permission to use, re-use, publish and re-publish any photographs and/or video footage of Ambassador submitted to Reflex, posted to social media or otherwise published by Ambassador pursuant to the terms of this Agreement at any time, worldwide, without restriction. In the case of content duly furnished to Reflex or otherwise duly published by Ambassador during the term of this Agreement, such right and permission shall not be extinguished by and shall survive the termination or expiration of this agreement.
Term. This Agreement shall remain in force until cancelled by either party. Either party may cancel this Agreement at any time by notifying the other party via email. If Ambassador cancels the Agreement after receiving a package of apparel from Reflex, but before completing all services set forth in the Program Guidelines, Ambassador must return the apparel to Reflex by mail at Ambassador's expense.
Independent Contractor. The relationship between the Parties is solely that of independent contractors. Neither Party is, and neither Party shall be considered to be, a partner, joint venturer, employee, or participant of or with the other Party. Neither Party is granted any express or implied right or authority by the other Party to assume or to create any obligation or responsibility on behalf of or in the name of the other Party, or to sign any documents on behalf or bind the other Party in any manner whatsoever.
Assignment. It is expressly acknowledged and agreed that the relationship hereunder between the Parties is of a unique and personal nature, and that the respective rights, duties, and responsibilities of Ambassador may not be assigned, delegated, or otherwise transferred in any manner (and any attempted assignment, delegation or transfer by Ambassador shall be null and void). This Agreement shall be binding upon and inure to the benefit of Reflex, its successors and assigns.
Governing Law; Venue. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York, without regard to conflicts of law principles. The Parties consent to the exclusive personal jurisdiction and exclusive venue of the Superior Courts of the State of New York located in New York County and of the United States District Court for the Southern District of New York.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all previous representations, arrangements, agreements and understandings, written or oral, express or implied, if any, by and between the Parties and their respective representatives with respect to the subject matter hereof, and all such representations, arrangements, agreements and understandings, if any, are hereby cancelled and terminated in all respects. This Agreement may not be amended, changed, or modified expect by writing, duly executed by the Parties. If any provision of this Agreement, or any portion thereof, is held to be unenforceable or invalid, the remaining provisions and portions thereof shall nevertheless be carried into effect. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e mail shall be as effective as delivery of a manually executed signature page hereof.