Miss A Affiliate Agreement
This agreement (the “Agreement) is made between Baik Brands, Inc. - Miss A (the “Company”), and the Affiliate, and collectively, the “Parties”) for participation in Baik Brands, Inc.- Miss A’s affiliate program. Affiliate wishes to include certain materials promoting Company, and to include a link to Baik Brands, Inc.- Miss A’s website within those materials on Affiliate’s website or appropriate social channels;
NOW, THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Promotional Materials. Baik
Brands, Inc.- Miss A shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphics or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website or social channels 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 Baik Brands, Inc.- Miss A’s website, as specified by Baik Brands, Inc.- Miss A.
2. 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 Baik Brands, Inc.- Miss A agrees to such other materials in writing prior to their display.
b. Affiliate may only use the Promotional Materials for the purpose of promoting Baik Brands, Inc.- Miss A’s website (and the products and services available thereon), and for linking to Baik Brands, Inc.- Miss A’s website.
c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Baik Brands, Inc.- Miss A. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Baik Brands, Inc.- Miss A for such alteration or modification.
d. The Promotional Materials will be used to link only to Baik Brands, Inc.- Miss A’s website, to the specific page and address as specified by Baik Brands, Inc.- Miss A.
3. License. Baik Brands, Inc.- Miss A hereby grants to Affiliate a non-exclusive, non-transferable 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.
4. Intellectual Property. Baik Brands, Inc.- Miss A retains all rights, 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.
5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Baik Brands, Inc.- Miss A and Affiliate. Affiliate shall provide services for Baik Brands, Inc.- Miss A as an independent contractor. Affiliate shall have no authority to bind Baik Brands, Inc.- Miss A into any agreement, nor shall Affiliate be considered to be an agent of Baik Brands, Inc.- Miss A in any respect.
6. 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, Baik Brands, Inc.- Miss A Affiliate will receive a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Baik Brands, Inc.- Miss A’s website through a link on Affiliate’s website. The current percentage posted is 7% for influencers and content creators, 10% for journalists, bloggers, and writers, 2-3% for coupon and cashback sites. This percentage is subject to change by Baik Brands, Inc.- Miss A at any time. Notification to Affiliate of any change in commission percentage will be given by Baik Brands, Inc.- Miss A at the email address on hand for the Affiliate. The commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user.
c. In the event that Affiliate materially breaches this Agreement and Baik Brands, Inc.- Miss A terminates this Agreement immediately of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Baik Brands, Inc.- Miss A shall not be obligated to pay such Commissions to Affiliate.
7. 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 will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
d. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Baik Brands, Inc.- Miss A or Baik Brands, Inc.- Miss A’s website unless Baik Brands, Inc.- Miss A gives prior written consent to the distribution of such materials. Affiliate will not use Baik Brands, Inc.- Miss A’s name (or any name that is confusingly similar to Baik Brands, Inc.- Miss A’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Baik Brands, Inc.- Miss A’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Baik Brands, Inc.- Miss A’s name or that is confusingly similar to Baik Brands, Inc.- Miss A’s name.
e. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Baik Brands, Inc.- Miss A or Baik Brands, Inc.- Miss A’s website.
8. Indemnification. Affiliate shall indemnify Baik Brands, Inc.- Miss A and hold harmless Baik Brands, Inc.- Miss A from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Baik Brands, Inc.- Miss A for any damage, loss, or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Baik Brands, Inc.- Miss A under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” The affiliate may not disclose any Confidential Baik Brands, Inc.- Miss A Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Baik Brands, Inc.- Miss A.
10. Term. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
11. Limitation of Liability. Baik Brands, Inc.- Miss A 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 Baik Brands, Inc.- Miss A 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.
12. Entire Agreement. This Agreement constitutes the entire agreement between Baik Brands, Inc.- Miss A 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.
