Welcome to the non-legally binding bit of our agreement! We understand that this is the contract equivalent of getting clubbed over the head repeatedly, but it’s really important that you read and understand this agreement. We’ve tired to make it as readable as possible, and you won’t find any bits in capitals that will make you want to cry. Below is a quick summary of what you’re getting into; it doesn’t constitute legal advice, and is not legally enforceable, for the avoidance of doubt, we will mark where the legally-binding part of the contract starts
You are required to post at least once per month for every month that you are part of the Ambassador programme. We hope that you’ll post more than once a month, but that is left to your discretion. We include this clause to ensure that people don’t abuse our ambassador scheme.
You’re signing a three-month rolling agreement that starts from the day you receive an email confirming acceptance into the Ambassador scheme, unless you decide to leave. To exit this scheme before the three months, just drop us an email: firstname.lastname@example.org
For your troubles, we’ll give you all the benefits listed on https://www.polarthreads.co.uk/legal/ambassador/
From time-to-time, we may adjust these benefits, and by signing, you agree that you’re okay with that.
For avoidance of doubt, any work you create for the program will be owned by us, but we don’t mind if you want to re-post it anywhere.
You’re okay with us using your likeness for the promotion of our Company.
You agree that we have the final say on the usage of your likeness and your Work, without pre-warning you.
While being an Ambassador, you might learn about upcoming product releases or new services being launched due to being in contact with us. Therefore, you agree to keep them secret, even if you leave the Ambassador program.
You declare that you are able to enter this agreement, and that you are of the legal age. You also agree to follow the Polar Threads Brand Ambassador Guidelines, and will not violate the rights of others.
Alrighty, here’s the legally-enforceable section:
This Brand Ambassador Agreement (“Agreement”), is entered into between
you, (“Brand Ambassador”) and Polar Threads Limited, which includes the trade name Polar Threads, (“Company”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Services: The Brand Ambassador will perform services in connection with the Company, and is currently contemplated to engage with the Company’s social channels, including but not limited to: Twitter, Facebook, Instagram and YouTube. The Brand Ambassador is expected to post at least once every month.
2. Compensation: In consideration for the full performance of Brand Ambassador’s services hereunder and the rights and releases granted herein, the Company shall compensate the Brand Ambassador and the Brand Ambassador agrees to accept the compensation set forth on: https://www.polarthreads.co.uk/legal/ambassador/.
These benefits are subject to change with 30 days notice given to you.
3. Ownership Rights: the Brand Ambassador acknowledges that the results and proceeds of the services provided hereunder, including without limitation all ideas, photographs, images, themes, materials, and designs developed, created and/or provided by Brand Ambassador (collectively “Work”) is owned by the Company, for all purposes. To the extent that any Work is deemed not to be a work made for hire, and without limiting the foregoing, the Brand Ambassador hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Company. For the sake of clarity, and without in any way limiting the foregoing, Company may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in social media, including without limitation Facebook, Instagram and Twitter), worldwide, in perpetuity, royalty-free and without restriction of any kind.
The Brand Ambassador acknowledges the ownership and validity of Company’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by the Brand Ambassador.
4. Use of Likeness: The Brand Ambassador further grants to the Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record the Brand Ambassador and to reproduce, publish, distribute, display, broadcast, exhibit, and/or in any other way use the Brand Ambassador’s image, likeness, signature, voice, photographs, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with the Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for the Company and/or the Work, in all media now known or hereafter developed (including without limitation in social media).
5. No Right of Approval: Brand Ambassador hereby irrevocably waives any and all right to inspect and/or approve Company’s use of the Work and/or the Brand Ambassador’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or the Brand Ambassador’s Likeness.
6. Confidentiality: the Brand Ambassador will regard and retain as confidential and will not divulge to any third party, or use for any unauthorised purposes (including Brand Ambassador’s own benefit) either during or after the Brand Ambassador’s engagement with Company, any proprietary, or confidential information or know-how that the Brand Ambassador has acquired during the Brand Ambassador’s service or in consequence of Brand Ambassador’s service or contacts with the Company without the written consent of an authorised representative of the Company. The Brand Ambassador agrees to return to the Company all such documentation and any other confidential information upon termination of the Brand Ambassador’s engagement with the Company.
7. Representations and Warranties: the Brand Ambassador represents and warrants that: (i) the Brand Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (ii) the Brand Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, the current Company Guidelines (Polar Threads Ambassador Guidelines; “PT Guidelines”) the use of endorsements and testimonials in advertising and all related disclosure requirements; and, notwithstanding the termination provisions set forth herein, the Company reserves the right to immediately terminate this Agreement if the Brand Ambassador fails to make social media or other disclosures in the manner set forth in the PT Guidelines. Failure shall be deemed a material breach of the Agreement; (iii) the Work is original to the Brand Ambassador; (iv) the use of the Work and/or the Brand Ambassador’s Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (v) the Work will not contain any disparaging, pornographic, defamatory and/or offensive material; and (vi) the Brand Ambassador will perform the services in a timely and professional manner.
8. Release/Indemnity: the Brand Ambassador hereby irrevocably and unconditionally releases, discharges and agrees to indemnify and hold harmless the Company, its parents, subsidiaries, registered trade names, and affiliates, and the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the “Company Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable lawyers’ fees) of any kind whatsoever, whether known or unknown, arising at any time out of and/or relating to the use of the Work and/or the Brand Ambassador’s Likeness and/or any breach or alleged breach of any of the terms of this Agreement.
9. Term: This Agreement will be effective from the day you receive confirmation of acceptance (via email) into the Ambassador programme, and will remain in effect for at least three months thereafter unless terminated in accordance with Section 10 below, and will automatically renew for successive three-month periods unless written notice of termination is given by either party to the other party prior to the end of the then-applicable term.
10. Termination: Company shall have the right, at its sole option, to terminate this Agreement immediately in the event that: (i) Brand Ambassador fails, neglects or refuses to fully perform any of the obligations to be performed hereunder; (ii) Brand Ambassador materially breaches the terms of this Agreement or any of the warranties or representations made herein; (iii) the Brand Ambassador commits any act or does anything that is or shall be an offence involving moral turpitude under English laws, or which brings the Brand Ambassador, or any Company Party into public disrepute, contempt, scandal, or ridicule, or which insults or offends the community or any substantial organised group thereof, or which might tend to injure the success of any Company Party.
11. Independent Contractor: Each party is an independent contractor in relation to the other party with respect to all matters arising under this Agreement and nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. The Brand Ambassador shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the Company or to bind the Company to any contract, agreement or undertaking with any third party.
12. Assignment: Any or all of the Company’s rights and obligations under this Agreement may be assigned by the Company without the Brand Ambassador’s consent, and upon any such assignment, the Company shall have no further obligation to the Brand Ambassador, and shall no longer be liable to the Brand Ambassador, in respect to any obligation so assigned. Brand Ambassador’s rights and obligations under this Agreement may not be assigned by the Brand Ambassador without the Company’s prior written approval.
13. Choice of Law: This Agreement shall be governed by the laws of England, without regard to its conflict of laws provisions, and the Brand Ambassador hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of England in connection with any action, litigation or proceeding relating to the subject matter of this Agreement.
14. Miscellaneous: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof and shall bind each party and its successors and permitted assigns. No amendment or modification of this Agreement shall be valid or binding on the parties unless made in writing and executed on behalf of each party by its duly authorised representative. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any part of this Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect.