Welcome to the Ambassador program here at EyeCandys!
By now, you have expressed interest in participating in our Ambassador Program and we are very much looking forward to working with you. As we begin, we want to make sure our mutual expectations under the program are aligned. To that end, this letter will confirm tha EyeCandys is engaging the ambassador on a non-exclusive basis, to perform the services described in the Statement of Work (“SOW”) attached hereto and incorporated herein as Exhibit A (the “Services”) on the terms and conditions set forth in this letter agreement and the SOW (the “Agreement”). All rights and benefits granted to Company under this Agreement extend to and may be exercised and enjoyed by EyeCandys, as well as any and all of EyeCandys affiliated and nonaffiliated companies. Ambassador will perform the Services in a timely manner to EyeCandys reasonable satisfaction and warrants that the Services conform to the requirements contained herein, and will be provided in a professional manner. In consideration for performing the Services, Ambassador will receive compensation as set forth on Exhibit A (“Compensation”). If travel or out-of-pocket expenses are necessary, Ambassador must obtain EyeCandys prior written consent before incurring such charges or expenses if they wish to be reimbursed. The confidentiality and privacy provisions of Exhibit B are incorporated herein and made a part of this Agreement and binding upon Ambassador. Ambassador represents and warrants that Ambassador: (a) has all consents, permissions or licenses necessary to perform the Services and create the Work Product (as defined below) for EyeCandys use; (b) will comply in all respects with all rules, laws and regulations applicable to the services it is providing, including, without limitation, the Federal Trade Commission (“FTC”) regarding social media posting and advertising (including that Ambassador is not aware of or has received any notice or letter from the FTC regarding Ambassador’s social media postings or disclaimers on advertising); and (c) Ambassador is (i) eligible to legally work and accept employment in the United States, and (ii) free from any legal or contractual restraints prohibiting working or the exercise of skills, including employment agreements or non-competition agreements.
All works produced, created, or submitted by Ambassador in connection with the Services shall be deemed specially ordered by EyeCandys for its sole and exclusive use and as part of the “audio-visual work” incorporated into the Services (“Work Product”). EyeCandys will be given a copy electronically and/or in other media as agreed upon by Ambassador and EyeCandys. All Work Product produced by Ambassador, and all elements thereof, are owned exclusively by EyeCandys as a work-made-for-hire under the U.S Copyright Laws. If, for whatever reason, the Work Product is deemed by a court of competent jurisdiction not to be a work-made-for-hire under the U.S. Copyright Laws, this Agreement operates as a full and irrevocable assignment by Ambassador to EyeCandys of all rights to all Work Product and all elements thereof. Ambassador will assist EyeCandys in effecting, maintaining and enforcing all of EyeCandys rights with respect to the Work Product. This assistance may include, but is not limited to, testifying in legal proceedings and signing required documents including but not limited to copyright and patent applications and assignments. Ambassador will not violate the patent, copyright, trademark, trade secret, right of publicity or privacy, or other property of any third party (“Infringement’) in creating any Work Product. Ambassador agrees to defend, indemnify and hold EyeCandys harmless from all losses (including, but not limited to, all expenses, liabilities, fines, costs, damages, fees, penalties and attorneys’ fees) arising from any third party claims of Infringement and from breach of any representations or warranties contained herein. Ambassador does not have any rights to the Work Product. EyeCandys grants a limited, revocable, non-exclusive, non-assignable and non-sublicensable right to Ambassador to display the Work Product on their social media accounts, blogs and other platforms in accordance with the terms of this Agreement and to list a sample of the finished work, as part of the Ambassador’s portfolio. The Ambassador is not allowed to sell, convey or otherwise transfer the Work Product. Ambassador will use EyeCandys trademarks only in connection with the Services and Work Product and in a manner approved by EyeCandys. Ambassador shall not use any marks confusingly similar to EyeCandys trademarks, nor shall Ambassador use the EyeCandys trademarks in conjunction with any other mark without the prior written consent of EyeCandys. Ambassador acknowledges EyeCandys sole ownership of and exclusive rights in and to the EyeCandys trademarks. Ambassador further acknowledges that any prior use or continued use in the future of EyeCandys trademarks by Ambassador does not create any ownership interest in or to the EyeCandys trademarks by Ambassador, and that all such use has inured and will continue to inure solely to the benefit of EyeCandys. Ambassador is acting in performance of this Agreement as an independent contractor. Ambassador is not an employee of, or agent of EyeCandys, and is not entitled to any of EyeCandys employee benefits. EyeCandys is not responsible for payment of workers' compensation, disability benefits or unemployment insurance, nor is EyeCandys responsible for withholding or paying employment related taxes for Ambassador or its employees. Ambassador shall not subcontract the Services, or any part thereof, without the prior written consent of EyeCandys. EyeCandys can terminate the Agreement at any time. Formal communications regarding this Agreement should be addressed to the undersigned signatories at the addresses provided for herein, unless either party provides in writing an alternate address. Communications may be made by U.S. mail, overnight delivery, facsimile or electronic mail. This Agreement is governed by STATE law (without regard to principles of conflicts of laws). If there is a conflict or disagreement that cannot be resolved between the parties, both parties will seek to resolve the disagreement through mediation or arbitration before proceeding with a lawsuit. Any negotiations pursuant to this paragraph are confidential and will be treated as compromise and settlement negotiations for all purposes. Under no circumstances shall EyeCandys be liable for any special, indirect or consequential damages hereunder or for any damages in excess of the Compensation hereunder. The rights and obligations of both parties shall survive any expiration, termination or rescission of this Agreement and continue in full force and effect. The Agreement, together with any exhibits, schedules and other attachments, constitutes the entire agreement between the parties in connection with its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No amendment or modifications to this Agreement shall be valid or enforceable unless in writing executed by the authorized representatives of EyeCandys and Ambassador.