Free Minds Clothing

Brand Ambassador/Sales Affiliate Agreement

This agreement (the “Agreement) is made between Free Minds Clothing (the “Company”), and the Brand Ambassador and/or Sales Affiliate (“Ambassador or Affiliate”), and collectively, the “Parties”) for participation in The Company’s Brand Ambassador and sales affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement.

Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

In order to qualify as a Brand Ambassador and earn 15% of all direct sales, you must complete The Brand Ambassador/Sales Affiliate Application AND PURCHASE The Brand Ambassador Starter Kit (mandatory).

 

1. Usage Rights. Ambassador shall grant Company the rights to use name and likeness, as well as promises to promote and recommend Endorsed Products to the public. Company also holds ownership and the right to use any photographs, video and/or material created or used throughout the Agreement Term and for a period of up to twelve (12) months after the termination date. Ambassador agrees to promote Company and Endorsed Products while at relevant events, as well as demonstrate consistent support on social media outlets including but not limited to Facebook, Twitter and Instagram.

2. Custom Discount Code. Ambassador will receive custom discount code(s) for Company website that will provide a 10% Savings to any referrals who use the Ambassador code on www.freemindsclothing.com. This code can be distributed at the discretion of the Ambassador.  The Ambassador’s commission will be calculated based on the discounted amount when coupon codes are used.

3. Affiliate Tracking Link. The affiliate will receive a custom personalized affiliate tracking link that is to be used to track all referrals, hits, visits, and purchases generated by affiliate.  This is how company will calculate commissions.  If the affiliate fails to use their personalized tracking link, it is up to the company’s discretion to credit the affiliate with any sales and commissions.

4. Commissions.

a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Company’s website through a link on Affiliate’s website. The current percentage posted is 15% of all sales directly referred by Affiliate via their affiliate link. This percentage is subject to change by the Company at any time. Notification to Affiliate of any change in commission percentage will be given by Company at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user.

b. Company shall provide Affiliate with unique tracking account and affiliate dashboard where they can instantly access accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate will have a private username and password to gain access to their online affiliate dashboard. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

c. Affiliate’s tracking link is based on browser cookies that expire 90 days from visitor clicking on their affiliate link.  Any sales made during this period will be attributed to the affiliate and they can earn commission from completed and processed sales.

d. Commissions are held for a period of 60 days from any purchase to protect Company in the event of any chargeback that may occur. Company shall pay all Commissions accrued and payable to Affiliate within 5 days of the first day of each month (the “Commission Payment Date”). Company will ONLY pay commissions via Paypal.  Affiliate must have a valid paypal account to receive commissions.  Payment is made via the Affiliate PayPal account. Affiliate will be responsible for any Paypal fees incurred for sending their commissions via their Paypal account.

e. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

5. If Ambassador does not comply with this Agreement or does not continue to promote and represent Company in a positive manner or in such way consistent with company image, Ambassador will be subject for termination in Free Minds Clothing’s discretion.

6. Ambassador agrees and understands that while under this agreement Ambassador shall not provide services to any competitor without the prior written consent of Free Minds Clothing.

7. This Agreement shall not render the Ambassador an employee, partner, agent of, or joint venture with Free Minds Clothing for any purpose. The Ambassador is and will remain an independent contractor in its relationship to Free Minds Clothing. Free Minds Clothing shall not be responsible for withholding taxes with respect to the Ambassador’s compensation hereunder. The Ambassador shall have no claim against Free Minds Clothing hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. The Ambassador hereby waives the benefit of any state or federal statutes dealing with the establishment and regulation of franchises. The Ambassador shall not have any power or express or implied authorization to bind Free Minds Clothing or to assume or to create any obligation or responsibility, express or implied, on behalf of Free Minds Clothing or in Free Minds Clothing’s name.

8. Ambassador hereby releases, indemnifies and holds harmless, Free Minds Clothing, its agents, employees, assigns, successors, insurers or any related entity, from each, every and all claims both in law and equity and all expenses, debts, covenants, liabilities, or responsibilities in any way relating to or arising from such claims, which Ambassador had or now has against Free Minds Clothing, whether known or unknown, and whether foreseen or unforeseen, arising from, or in any way connected directly or indirectly with, or otherwise related to, this Agreement, or any occurrence related to the performance of Ambassador’s duties hereunder.  Company shall hold Ambassador harmless from any liability or expense (including legal fees and costs) made by third parties against Ambassador with respect to claims arising from the manufacture, sale and/or use of Company’s products, except when resulting from the gross negligence or willful misconduct of Ambassador.

9. Promotional Materials. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company.

10. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

a. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.

b. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.

c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.

d. The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.

11. License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

12. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

13. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:

a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

b. Affiliate’s website does not contain any materials that are:

i. Sexually explicit, obscene, or pornographic;

ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

iii. Graphically violent, including any violent video game images; or

iv. Solicitous of any unlawful behavior

c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.

g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.

14. Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 13 above.Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

15. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

16. Term.

a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 16.

b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

17. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.

18. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

19. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

20. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

21. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

22. Entire Agreement. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

23. Free Minds Clothing holds the right to terminate this agreement at any time upon written notice.

24. This Agreement shall be governed by the laws of the State of Maryland.