BRAND ONBOARDING AGREEMENT
Last Updated: February 26, 2024
This Brand Onboarding Agreement (the “Agreement”) governs the services offered to brands onboarded to the emcee platform the ("Brand Services"). The term “You”, “User” or “Brand” shall refer to any company or entity who submits, publishes, sells, or makes available any of its products through the emcee platform (the “emcee Platform”). This Agreement is subject to the emcee Terms and Conditions, which are incorporated to this Agreement by reference. ****Any term not otherwise defined herein shall have the meaning specified in the Terms and Conditions.
Brand Services. As a Brand on the emcee platform, you will have the opportunity to be promoted by emcee’s talent network to drive brand awareness and sales. The emcee platform enables Customers to to save content associated with your Brand to their profiles, shop your product catalog, and purchase items. During checkout, Customers will be navigated to your Shopify checkout page to complete the purchase. You will have the ability to view transactions made via emcee in your Shopify account.
Commissions. As compensation for the Brand Services, you shall pay emcee a commission percentage per transaction (the “Commission”) which shall be agreed upon between emcee and the Brand in writing. Any proposal to change the current Commission rate must be submitted to emcee for approval at least thirty (30) days prior to its proposed effective date.
Service Fee. In addition to the Commission, you shall pay emcee a fee of ten percent (10%) of the total value of each transaction you make through the emcee platform.
Payments. All payments shall be made on or before the last day of the month for Brand Services transacted in the previous month. Any late payments shall be subject to a late fee of 1.5.% per month, or the highest rate permitted by law, whichever is lower. If you fail to pay the sums provided for in this Agreement when due, then emcee may terminate this Agreement without further notice.
Exclusivity; No-Solicitation. Any business or commercial relationships with any Talent known or introduced to you through the emcee Platform (whether online or offline) must be exclusively arranged through emcee. You agree not to hire, seek to hire, or cause any person or entity to hire or seek to hire directly or indirectly (whether for your own interest or any other person or entity’s interest) for any reason, any Talent which you were introduced to through the emcee platform for a period of twelve (12) months from the date of such introduction.
Content; Intellectual Property. All ownership, right and title as to the intellectual property of each emcee, including without limitation any copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, formulae, other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) shall belong to emcee. Neither this Agreement nor the disclosure of information made under or in connection with it, shall grant the Brand any title, ownership rights or license under or in connection with any Intellectual Property Rights, or any other proprietary right now or subsequently owned or controlled by emcee. Neither Party shall make use or disclosure of any of the intellectual property of the emcee except as authorized by emcee writing. All content included on the Services is subject to the provisions of Section 9 (Intellectual Property Rights) in the emcee Terms and Conditions. Any use of the Content by the Brand in social media or for marketing purposes must be authorized by emcee in writing prior to any such use.
Confidentiality. Brand understands that “Confidential Information” means any proprietary or confidential information of emcee (together with its affiliates and subsidiaries) disclosed by the emcee to Brand, in whatever form provided, whether or not such information is identified as Confidential Information. Confidential Information includes, without limitation, the emcee’s business plans, intellectual property, know-how, designs, samples, processes, inventions, techniques, products, equipment, plans, business operations, partner and customer lists, pricing and profitability information, sales and marketing plans, financial information, and other information of business importance to the emcee. Confidential Information shall not include any such information that (i) is or becomes publicly available other than through a breach of this Agreement by Brand; (ii) Brand can show it already knew or had possession of the information at the time of disclosure; (iii) is received by Brand from a third party without Brand’s knowledge of such third party having a confidentiality obligation to the emcee; (iv) is independently developed by or for Brand by persons who have not had access to or received any Confidential Information under this Agreement; or (v) Brand has received written permission from the emcee to disclose.
Brand (i) shall not disclose or distribute such Confidential Information to any third party unless such third party had a valid need to know and agrees to maintain the confidentiality of such Confidential Information in accordance with a written confidentiality agreement approved in each instance by the emcee; (ii) shall not use such Confidential Information except as reasonably necessary to perform its obligations under this Agreement and as permitted by this Agreement; and (iii) shall, upon request of the emcee, promptly return or destroy all copies of such Confidential Information and provide a written certification of destruction. Brand shall exercise the same degree of care in protecting emcee’s Confidential Information as it uses in protecting its own Confidential Information of a similar nature, but no less than a reasonable standard of care. In the event Brand breaches of this provision, emcee shall be entitled to pursue all available equitable remedies in addition to legal remedies. Nothing contained herein will prevent Brand from complying with applicable law, regulation or court order, provided that prior to any required disclosure in accordance with applicable law, regulation or court order, notice will be provided to emcee as soon as possible, but in no event less than five (5) days before disclosure of such information, provided notice is legally permissible. Brand shall disclose only such information as is required by such law, regulation or court order.
Termination or Suspension of Services. In the event you need to cancel or suspend the Brand Services, you must provide emcee with at least thirty (30) days written notice, prior to the effective date of such termination or suspension.
Independent Contractors. In providing the services under this Agreement it is expressly agreed that emcee is acting as an independent contractor and not as an employee of the Brand. The parties acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for services.
Community Guidelines. When using the emcee Platform, you must at all times abide by the emcee Community Guidelines as may be updated by emcee from time to time.
General Provisions. This Agreement, the emcee Terms and Conditions and the emcee Privacy Policy, contain the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Except as otherwise provided, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind. This Agreement may not be assigned without the prior written consent of the Parties. The rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and assigns. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretations of this Agreement. This Agreement may be modified or amended in writing, if the writing is signed by an authorized officer of emcee and the Brand.