Brand Ambassador/Ambassadress Agreement for AdeNation

            This Brand Ambassador Agreement (“Agreement”) is made as of Date of checked box for terms of agreement (the “Effective Date”) by and between Super Bakery Inc. of 5700 Corporate Drive, Suite 455, Pittsburgh, PA 15237 (“SBI”), owner of the AdeNation brand for products, including, without limitation, liquid and powdered sports /hydration drink supplements and other related products (the “Products”), and SBI’s Brand Ambassador (“BA”)                                                                                        

1.         Services of BA

a. BA Requirements. BA will advertise himself/herself using SBI’s Products on BA’s social media outlets two (2) times per month.  In addition, BA will follow and “like” SBI’s social media posts, including without limitation:

https://www.instagram.com/adenationhydration/

https://www.facebook.com/AdeNationHydration

b. Exclusive Scope of BA agreement: During the term of the agreement, BA agrees that the SBI Products will be the sole sports/hydration drink supplements sponsored by BA.

2.         Consideration

a.     BA Commissions on Sale of SBI Products. BA will receive a starter pack and will be provided with a personal discount code offering 15% off of SBI Products.  The link and code for this discount is to be included in BA’s social media posts. BA will receive 10% of all products sold using BA’s discount code.

b.         Tax Liability and Indemnification.  BA is an independent contractor and will be solely responsible for all federal, state, and local taxes due on any payment made under this Agreement and agrees to indemnify and hold SBI harmless against liability for any taxes, penalties, interests, fees, or costs incurred as a result of any assessment, levy, decision, or other determination of any nature made by any federal, state, or local tax authority regarding any payment made under this Agreement.

3.         Term and Termination of Agreement.

a.         Term.  The term of the Agreement shall begin on the Effective Date and shall be reviewed every 6 months from the Effective Date.

b.         Termination.  The Agreement can terminate as follows:

(1)        SBI may terminate the Agreement for cause immediately, upon written notice to the other party, if the other party engages in any conduct or activity that sheds a negative or disparaging light on the terminating party  In the event of such termination, (a) all rights of both parties to use the name, image, or likeness of the other party, as applicable, shall cease absolutely and neither of the parties shall not subsequently use or refer to the name of the other party in advertising or promotion in any manner whatsoever, and (b) all remaining payment obligations under this contract shall become null and void at the time written notice of termination for cause is provided.

(2)        SBI may terminate this Agreement without cause at any time upon providing written notice of BA of such termination.  In the event of such termination, BA will be paid for all services provided up to the effective date of such termination.

4.         BA License and Grant of Rights in BA’s Name and Image

a.         License Grant.  In consideration of the BA agreement, pursuant to Provisions 2a and 2b, BA grants to SBI the right and license during the term of this Agreement to use the BA name and any image of BA provided by BA solely in connection with the advertisement and promotion of SBI’s AdeNation Products. The foregoing rights to use BA name and approved image are limited to television, radio and print advertising, advertising published over the internet (provided such material is limited to advertising only), public relations materials, point-of-sale displays, free standing inserts, direct mail, and billboards.

b.         Release.  BA hereby release and discharge SBI and its affiliates, licensees, agents and assigns from any and all claims and demands arising out of or in connection with the use of BA’s name and image consistent with terms of this Agreement, including any and all claims for invasion of privacy, right of publicity, libel or defamation

c.         SBI Reservation as to Use.  SBI reserves all rights to use or not use BA’s name and image in the sole discretion of SBI.

5.         Miscellaneous

a.         Confidentiality.  SBI and BA agrees that the terms of this Sponsorship Agreement (including payments made to BA are confidential and will not be disclosed to any other person (apart from privileged communications or those required by law with governmental or taxing authorities).  This promise of confidentiality is a material term of this Agreement. 

b.         Non-assignment.  The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

c.         Reservation of Rights.  All rights not specifically granted to SBI in this Agreement shall remain the property of BA to be used in any manner BA deems appropriate. SBI understands that BA has reserved the right to authorize others to use BA name, image, or likeness during the Term of the Agreement in connection with all tangible and intangible items and services other than the Services specified in Section 4c of this Agreement.

d.         Limited Liability.  Notwithstanding anything to the contrary in this Agreement, if SBI incurs any expenses, damages, or other liabilities (including, but not limited to, reasonable attorney’s fees) in connection with the performance or non-performance of any term or provision of this Agreement, BA  liability to SBI shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to BA by SBI. In no event, will BA be liable for any indirect, incidental, reliance, special, or consequential damages arising out of the performance or non-performance of this Agreement, whether or not BA had been advised of the possibility of such damages.

e.         Governing Law.  This Agreement shall be governed by, construed, and enforced in accordance with the law of the Commonwealth of Pennsylvania with regard to conflicts of law principles thereof.

f.          Entire Agreement.  This Agreement constitutes the entire agreement between the parties.  No promises or representations have been made or relied upon apart from those expressly stated in this Agreement. This Agreement cannot be modified except through a further written agreement signed by both parties.  In the event that one or more of the provisions of this Agreement were to be deemed invalid or unenforceable, the validity and enforceability of the remaining provisions will remain in effect.

g.         Notices.  Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

h.         Attorney’s Fees.  In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party’s attorney fees.

This program is designed to organically drive your friends, family and use your personal influence to educate others about our products. We are looking for influencers and affiliates posting to their audiences through their social media, Email list, blog and word of mouth.  

Additional Information 

Welcome to AdeNation! Thanks for joining our Affiliate program.

These following terms and conditions apply to individuals who are accessing or using the Program both as a merchant (“we” or “merchant”) and an affiliate (“you” or “affiliate”) who refers customers to use product or service from the merchant. By participating in the Program, Affiliate agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.

1. Approve or Reject of the Registration

We reserve the right to approve or reject ANY Affiliate Program Registration in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Registration.

2. Affiliate Links and Coupon

Affiliate may also advertise merchant website on online channels and social media such as Facebook, Instagram,TikTok ,ect. or offline classified channel ads, magazines, and newspapers. By being a AdeNation Affiliate you can not participate in any other AdeNation Brand Ambassador programs. ( i.e.Affiliate cannot receive the benefits from the O-Crew program once they are part of the O-Crew Elite Affiliate program. Affiliate will only receive benefits from the O-Crew Elite Program.)

3. Commissions and payment

Refer any customer to make a purchase on our website using your link or discount code, you will get a commission amount which is calculated based on Commission structure. Commission amount is dependent on order value and not including extra fee (tax, shipping cost, ect.).  For an Affiliate to receive a commission, a customer must use your link or discount code to purchase AdeNation at checkout on Adenation.com.  Payments will only be sent for transactions that have been successfully completed. Affiliates will be paid on a quarterly basis.Affiliate must fill out all payment and tax information in order to receive compensation.  Use of the Affiliate Program is subject to a fair use policy which gives merchant the right to review each and every referral order.

4. Marketing tool

We may share promotion media such as banner, logo or specific collection promotion to you through Marketing tool tab. You can download the media or get the HTML embed code in order to share on affiliate channels.

5. Removal and Termination from Referral Program

If an affiliate wishes to be removed from the affiliate program, they can do so by contacting: information@adenation.com

AdeNation reserves the right to terminate this Agreement at any time without cause upon providing notice to the affiliate of such termination.  In the event of such termination, affiliate will be paid for all services provided up to the effective date of such termination.

6. Rights to share your content

By signing up an affiliate of AdeNation, you give the permission to AdeNation to repost and use any promotional content that you make and tag AdeNation in.  This allows AdeNation to repost your content on social media, and use the content in blogs, emails, SMS messages, ect and paid media. AdeNation will do it's best to promote the affiliate and drive followers to their page as well. All posts and Affiliate accounts must be public.  

7. False Claims or Threats

AdeNation will not be held responsible for any false claims or threats made by affiliate.  Affiliate should only use claims that are verified by AdeNation.  If you have any questions on what claims can be made, please contact information@adenation.com to get verification or visit www.adenation.com to see some the claims we make.  

Go forward and refer!

We're very glad you've made it to the end of this important document.

We wish you all the very best. You can always re-visit these Affiliate Program terms and conditions in the future and if you have any questions you can send email to information@adenation.com for support.

adenation® is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to the adenation® site and governs data collection and usage. By using the adenation® site, you consent to the data practices described in this statement.

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Collection of your Personal Information

adenation®collects personally identifiable information, such as your email address, name, home or work address or telephone number. ADEnation also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests, and favorites.

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There is also information about your computer hardware and software that is automatically collected by adenation® This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used by adenation® for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the adenation® site.

Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through adenation® public message boards, this information may be collected and used by others. Note: adenation® does not read any of your private online communications.

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adenation® encourages you to review the privacy statements of Web sites you choose to link to from adenation® so that you can understand how those Web sites collect, use and share your information. adenation® is not responsible for the privacy statements or other content on Web sites outside of the ADEnation and ADEnation family of Web sites.

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Use of your Personal Information

adenation® collects and uses your personal information to operate the adenation® Web site and deliver the services you have requested. adenation® also uses your personally identifiable information to inform you of other products or services available from adenation®and its affiliates. adenation® may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.

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adenation® does not sell, rent or lease its customer lists to third parties. adenation® may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, adenation® may share data with trusted partners to help us perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to adenation®, and they are required to maintain the confidentiality of your information.

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adenation® does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.

adenation® keeps track of the Web sites and pages our customers visit within adenation®, in order to determine what adenation® services are the most popular. This data is used to deliver customized content and advertising within adenation® to customers whose behavior indicates that they are interested in a particular subject area.

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adenation® Web sites will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to (a) conform to the edicts of the law or comply with legal process served on adenation® or the site; (b) protect and defend the rights or property of adenation®; and, (c) act under exigent circumstances to protect the personal safety of users of adenation®, or the public.

Use of Cookies

The adenation® Web site use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

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One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize adenation® pages, or register with adenation® site or services, a cookie helps adenation® to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same adenation® Web site, the information you previously provided can be retrieved, so you can easily use the adenation®features that you customized.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the adenation® services or Web sites you visit.

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Security of your Personal Information

adenation® secures your personal information from unauthorized access, use or disclosure. adenation® secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other Web sites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.

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Changes to this Statement

adenation® will occasionally update this Statement of Privacy to reflect company and customer feedback.adenation® encourages you to periodically review this Statement to be informed of how adenation® is protecting your information.

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Contact Information

adenation®welcomes your comments regarding this Statement of Privacy. If you believe that adenation® has not adhered to this Statement, please contact adenation® at information@adenation.com. We will use commercially reasonable efforts to promptly determine and remedy the problem.