BRAND AMBASSADOR AGREEMENT
THIS LIVE STREAM AGREEMENT (the “Agreement”), dated as of [*] (the “Effective Date”), is by and between HK ULIKE Trade Co., Ltd (“ULIKE”) and [*] (“Influencer”) (ULIKE and Influencer each a “Party” and collectively the “Parties”).
WHEREAS, ULIKE has a demand for e-commerce content marketing services, Party B has experience in content marketing, the Parties wish to set forth their agreements and understandings regarding the collaboration between ULIKE and Influencer.
NOW, THEREFORE, in consideration of premises and the mutual promises and commitments set forth below, and for such other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ULIKE and Influencer agree as follows:
A. Marketing Term. The term of this Agreement shall commence as of [*] and continue through [*] (the “Term”). This Agreement may be renewed only by mutual agreement of the Parties, in writing, and may be terminated in accordance with the provisions outlined below.
B. ULIKE’s Obligations. During the Term, ULIKE agrees to provide Influencer with the following:
ULIKE will communicate the needs of its end-customer who appoints ULIKE for content marketing (“End-Customer”) to Influencer and work with Influencer to confirm the content marketing channels, schedules of the Influencer and the products.
C. Influencer’s Obligations. Influencer agrees to abide by the following terms and conditions:
Influencer shall work with ULIKE to conduct live stream, who shall fulfill the needs of the End-Customer. Influencer shall represent and warrant that it has the appropriate experience and competence to fulfill the End-Customer’s needs and have no criminal record in any country or region, no serious bad habits such as drug addiction, alcoholism, gambling or feudal superstitions such as cults and continue to maintain the above-mentioned healthy and good image and physical and mental state during the Term.
Influencer shall conduct IG post(s) on the Parties’ mutually agreeable platform(s), date(s) and time(s) stipulated to this Agreement or later mutually agreed by the Parties. If there is any change in the schedules of Influencer, Influencer shall notify ULIKE at least [5] working days in advance and the Parties will work together to reschedule. If Influencer fails to post the content on time, he/she shall pay liquidated damages of USD [*] for each failure to ULIKE, and shall be liable for all losses incurred by ULIKE, including any amount the End-Customer claims due to Influencer’ failure of posting the content on time.
Influencer shall ensure that all the product selling points that ULIKE requires to be presented are presented clearly during live stream and all the necessary information is presented during live stream.
ULIKE has the right to edit and reproduce the assets on Amazon, TikTok, brand website, social media sites and other events where it would benefit ULIKE’s marketing efforts. Influencer shall hold ULIKE and End-Customer harmless from any disputes arising from the commercial use of record(s) and the images of the Influencer.
C. Payment. ULIKE agrees to pay Influencer in the following manner:
Flat Fee: [USD]
Payment Info:
Payee:
Bank Account/Paypal Account:
D. General Terms.
1. In the event that Influencer: (i) ceases to be able to conduct the agreed contents(s); (ii) defaults in any of its obligations under this Agreement; (iii) is arrested, indicted or convicted (whether by trial or by plea of guilty or no contest) of or for any felony or any lesser crime or offense including fraud or dishonesty; (iv) is accused of committing acts that violate public order and good morals, including but not limited to fighting, tax evasion, extramarital affairs or other acts that may be sanctioned by laws and regulations, ULIKE may terminate this Agreement immediately by written notice to Influencer. In addition, ULIKE retains the right to terminate this Agreement without cause at its discretion upon 7 days advance notice to Influencer.
2. Influencer will always and shall act in a professional manner and represent End-Customer and End-Customer’s products in a positive light during the Term. Any conduct by Influencer that ULIKE deems in its sole discretion to be potentially injurious to the reputation of ULIKE or End-customer will be cause for immediate termination of this Agreement by ULIKE.
3. The copyrights of relevant photo/ video works and content produced by Influencer under this Agreement belong to ULIKE or End-customer. Influencer hereby grants ULIKE, End-Customer, their parent, subsidiaries, affiliated companies and their successors and assigns, the unqualified and irrevocable right, privilege, and permission to reproduce in any manner or form, publish, circulate, and use video tape(s), film(s), digital images, and photograph(s) of the Influencer and the image, likeness, name, autograph facsimile signature and voice of the Influencer in any media throughout the world during the Term and for 6 months thereafter for no additional consideration. Influencer hereby represents to ULIKE that Influencer has secured from his/her sponsors the right to allow ULIKE to use any of his/her publicity rights that display in any way trademarks, logos or other intellectual property of such other sponsors, and ULIKE may freely use such publicity rights of Influencer. Influencer shall have no right under this Agreement to grant to his/her sponsors the right to use any trademarks, logos or other intellectual property of ULIKE without ULIKE’s prior written approval.
4. Influencer hereby guarantees that: (1) all content it provides to ULIKE does not infringe others’ patents, copyrights, portrait rights, trademark rights, trade secrets or other intellectual property rights; (2) all content it provides to ULIKE is true, accurate, legal and will not infringe on the legitimate rights and interests of any third party; (3) all materials used in the live stream(s) shall not contain pornography, violence, sensitive controversial content, or any content that violates public order and morality, platform rules, and will not infringe on the legitimate rights and interests of any third party. If ULIKE incurs any dispute, controversy or penalty that is caused by Influencer’s breach of such guarantee, Influencer shall assume all relevant liabilities and compensate ULIKE all damages and losses incurred by ULIKE.
5. Neither Party shall be deemed to be a partner, joint venturer or agent of the other Party. Influencer acknowledges that Influencer has no authority to bind ULIKE or End-Customer in any manner. Influencer shall not represent that it is an agent or employee of ULIKE or End-Customer and shall not engage in any practices that could or do cause any third party, including any governmental agency, to believe that Influencer is an agent or employee of ULIKE or End-Customer. Influencer shall not be entitled to participate in or receive benefits under any ULIKE program maintained for ULIKE employees, including, without limitation, life, medical and disability benefits, pension, profit sharing, or other benefit, welfare or retirement program or any fringe benefits.
6. This Agreement shall inure to the benefit of, and be binding on, the Parties and their respective successors and assigns, provided that Influencer shall not assign or subcontract this Agreement or any of Influencer’s rights or obligations hereunder without the prior written consent of ULIKE.
7. Any and all performance data relating to End-Customer’s products provided to ULIKE by Influencer shall be considered the property of ULIKE or End-Customer and Influencer has no any property right on such performance data.
8. Influencer shall indemnify and hold ULIKE, End-Customer, their affiliated companies, directors, officers and employees, harmless from and against any claim, liability, action, damages and expenses (including reasonable attorney’s fees) arising from a breach by Influencer of this Agreement or from a third party assertion or allegation against ULIKE and/or End-Customer for personal injury or property damage arising out of Influencer’s negligence or intentional conduct, except to the extent such liability is caused by the negligence or intentional conduct of ULIKE or End-Customer.
9. Information contained in this Agreement and information regarding End-Customer’s products provided to Influencer prior to the public introduction of such products is to be kept confidential between both Parties.
10. This Agreement may not be amended or modified except by a subsequent written instrument evidencing the express consent of each of the Parties, duly executed by both Parties.
11. The invalidity or enforceability for any term, provision, clause, or any portion thereof, of this Agreement shall in no way impair or affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
12. This Agreement encompass the entire agreement of the Parties and supersede all prior negotiations, understandings and agreements between the Parties hereto and constitutes the final and complete understanding of the Parties regarding the subject matter hereof, and both Parties acknowledge and agree that neither Party has relied on any representations or promises in connection with this Agreement not contained herein.
13. The failure of a Party at any time to require performance by the other Party of any of the provisions of this Agreement shall not operate as a waiver of that Party's right to require strict performance of the same or other provisions thereafter.
14. All notices required or permitted hereunder shall be in writing and shall be sufficiently given if delivered in person, sent by overnight delivery by a nationally recognized delivery service or sent by registered or certified airmail, postage prepaid and return receipt requested, addressed to the Parties at their addresses shown below or to such other address as a Party shall advise the other Party by written notice subsequent to the Effective Date. Notices shall be deemed given on the date of delivery, if delivered in person, or the date of receipt. If delivery is by overnight delivery, the date of receipt shall be evidenced by the delivery receipt of the overnight delivery service. If sent by mail, delivery shall be evidenced by the date entered by the postal service on the return receipt.
Influencer:
Name:
Contact:
[Influencer’s address]
15. This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the Parties signed a single original. A facsimile or scan of any original signature transmitted by one Party to the other Party is effective as if the original was sent to the other Party. This Agreement will not be deemed in effect until it has been executed by an authorized representative of both Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized representative as of the Effective Date.
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HK ULIKE Trade Co., Ltd
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FULL NAME OF INFLUENCER
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By: Eva Shiau
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By:
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Date:
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Date:
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