Affiliate Terms of Service | Varence LLC

Affiliate Terms of Service

Varence LLC

AFFILIATE AGREEMENT

            THIS AFFILIATE AGREEMENT (this “Agreement”) is entered into and made effective as of Affiliate’s acceptance as an Affiliate of Varence LLC by Varence (the “Effective Date”) by and between VARENCE LLC (hereinafter “Varence”) and AFFILIATE (the “Affiliate”) (referred to collectively as the “Parties,” and individually as a “Party”).

RECITALS

            WHEREAS, Affiliate desires to be engaged as an affiliate of Varence in accordance with the terms and conditions contained herein and Varence desires for Affiliate to be engaged as an affiliate by Varence in accordance with the terms and conditions contained herein.

            WHEREAS, each Party has full authorization to enter into this Agreement in the capacity in which it is signing; and

            WHEREAS, the foregoing Recitals are hereby incorporated into and made a part of this Agreement; and

            WHEREAS, when Affiliate applies to become an Affiliate and receives notification of acceptance as an Affiliate by Varence, this Agreement shall commence and thereafter be binding on the Parties hereto.

                  NOW, THEREFORE, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

  1. AFFILIATE ENGAGEMENT. During the term of this Agreement, as defined below, the obligations of the Parties shall be as follows:

            1.1 Varence’s Obligations.

  1. Varence shall compensate Affiliate in accordance with the terms of Paragraph 5.1 below.
  2. Varence shall provide Affiliate with the following:

                                    b.1 Affiliate Link: Affiliate shall be provided a unique affiliate link specific to Affiliate to track any and all sales made by customers from such affiliate link.

                                    b.2 Affiliate Gear Discount: Affiliate shall be entitled to (1) a twenty percent (20%) discount on all team and/or individual streamers personal merchandise collection (if applicable) and/or (2) a ten percent (10%) discount on all non-personalized merchandise items offered by Varence. To utilize such Affiliate Gear Discount percentages, Affiliate shall be provided a discount code by Varence for each percentage.

            1.2 Affiliate’s Obligations.

  1. Affiliate shall provide the following services: (1) Posting of Affiliate’s link to social media platforms and/or (2) wearing Varence apparel on video stream (if applicable to Affiliate).

            1.3 Name and/or Likeness and/or Logos. In connection with the affiliate engagement described herein, Varence may use Affiliate’s name and/or likeness and/or logos on Varence’s promotional materials, including its website and all social media outlets. Varence will only use Affiliate’s name and/or likeness and/or logos in connection with the affiliate engagement described herein.

            1.4 Endorsements & Testimonial Affidavits. In connection with the affiliate engagement described herein, if Affiliate expressly or impliedly makes any written or oral statements or physical depictions that Affiliate uses the products and/or services of Varence, such statements or depictions must be true and based on Affiliate’s own experience with such products and/or services. If Affiliate makes any statements about the products and/or services, Affiliate must disclose its relationship with Varence. For example, Affiliate will reveal its affiliate engagement with Varence or that Varence has provided Affiliate with a sample product and/or use of services for Affiliate to share its experience with such product and/or services. Affiliate will comply with all applicable laws and regulations in connection with the terms hereunder.

            1.5 Exclusivity. Affiliate shall not perform substantially similar affiliate services to any third party for sixty (60) days before or after the effective term of this Agreement for any entity that competes in the same industry and geographic market as Varence.

            1.6 Approval Process. Varence shall approve or disapprove any content created by Affiliate that in any way includes and/or refences Varence as a company and/or its products and services. With respect to any approvals to be provided by Varence, Affiliate shall deliver the deliverable requiring approval to Varence via a mutually agreed upon method.

            1.7 Social Media Policy. Varence encourages Affiliate to engage in social media activity that improves the professional image of Affiliate and/or the professional image of Varence. Affiliate shall be respectful, honest and accurate in its use of social media, and post only appropriate and respectful content. Should Varence determine in its sole discretion that a post of Affiliate’s does not comply with the terms of this social media policy, Varence shall notify Affiliate and Affiliate shall have twenty-four (24) hours to remove any such post. Should Affiliate fail to remove any such post with twenty-four (24) hours, Varence may terminate this Agreement immediately upon written notification to Affiliate.

  1. TERM & TERMINATION OF AGREEMENT.

            2.1 Term. The Term of this Agreement shall begin on the date Affiliate is accepted as an Affiliate by Varence, and this Agreement shall remain in effect until either Party terminates this Agreement in accordance with the terms provided in Paragraph 2.2 below.

            2.2 Termination. The Parties may terminate this Agreement at any point and for any reason with seven (7) days’ prior written notice to the other Party via email. If the reason for termination is a breach by either Party, no prior notice is needed, and the Agreement may be terminated immediately.

  1. INTERNAL REVENUE SERVICE. Varence and Affiliate each acknowledge and agree that each Party is solely and exclusively responsible for their own tax liabilities due to the Internal Revenue Service (“IRS”). Varence will provide any required paperwork or documentation to Affiliate, but will not deduct funds or otherwise assist in the payment of Affiliate’s taxes in any way.
  2. FTC RULES. Varence and Affiliate each acknowledge the requirement to follow guidelines promulgated by the Federal Trade Commission (“FTC”) regarding affiliate engagements and each Party hereby agrees to do so. Such requirements include disclosure of the affiliate engagement. Disclosure must include that Affiliate has a material connection with Varence and that Affiliate is being paid or receiving other consideration for the affiliate engagement.
  3. PAYMENT.

            5.1 Affiliate shall be compensated by Varence as follows: Affiliate shall be entitled to a fifteen percent (15%) royalty payment on (1) all sales generated from the use of the Affiliate’s unique affiliate link and (or) (2) the sale of items from the Affiliate’s personalized merchandise collection, but not entitled to both. Only one 15% royalty per sale shall be paid to affiliate. All such royalty payments shall be paid to Affiliate on a monthly basis in a format to be determined by the Parties at the time of payment. Payment shall be made on the fifth (5th) day of the month subsequent to when the royalty payments accrued. Affiliate shall not be entitled to a royalty payment of any type from sales utilizing Affiliate’s Gear Discount code as provided for in Paragraph 1.b.2 above.

            5.2 No Withholding. Affiliate acknowledges and agrees that Affiliate is solely responsible for payment of its income taxes and any other taxes. If applicable, Affiliate acknowledges that Varence shall not withhold on Affiliate’s behalf any sums for any state or federal income tax, unemployment insurance tax, disability insurance tax, FICA (social security) or any state or federal welfare or health insurance program, nor will Varence make any contributions to any of the foregoing with respect to Affiliate’s payments under the Agreement.

  1. INTELLECTUAL PROPERTY.

            6.1 Varence is the sole owner of all right, title, and interest in and to all of Varence’s intellectual property, including all logos, trademarks, trade names, patents, and copyrighted material, including but not limited to web materials ("Varence IP"). Affiliate is the sole owner of all right, title, and interest in and to all of Affiliate’s intellectual property, including all logos, trademarks, trade names, patents, and copyrighted material, including, but not limited to, web materials and Affiliate’s (if an individual) likenesses ("Affiliate IP").

            6.2 Varence hereby grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Varence IP solely and exclusively in connection with the terms of this Agreement. Affiliate may use the Varence IP to promote Varence’s goods and/or services, refer to the affiliate engagement as contemplated herein and/or to send third parties to Varence’s online or brick-and-mortar properties for promotion. Varence reserves the right to review and approve in advance all uses of the Varence IP.

            6.3 Affiliate hereby grants Varence a limited, non-exclusive, non-transferable, revocable license to use the Affiliate IP solely and exclusively in connection with the terms of this Agreement. Varence may use the Affiliate’s IP to refer to the affiliate engagement as contemplated herein.

            6.4 Each Party hereby warrants and agrees that there are no encumbrances on their respective intellectual property and that no third-party rights will be violated by the grant of the limited licenses herein.

            6.5 The licenses granted through this Agreement will automatically terminate at the termination of this Agreement. Each Party agrees to cease use of the licensed intellectual property at that time.

  1. NON-DISPARAGEMENT OF VARENCE. Affiliate agrees that he/she/it, nor any of his/her/its respective agents, will in any way publicly disparage, call into disrepute, defame, slander and/or otherwise criticize Varence or Varence’s subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives, or any of Varence’s products and/or services, in any manner that would damage the business or reputation of Varence, its products and/or services or Varence’s subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents or representatives.
  2. RELATIONSHIP OF THE PARTIES. Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship between the Parties.
  3. INDEMNIFICATION. Affiliate shall indemnify Varence against all claims, liability, and expenses (including legal fees) arising from any third-party claim or proceeding brought against Varence that alleges any negligent act or omission or willful conduct of Affiliate.
  4. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties with respect to the affiliate engagement. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
  5. MISCELLANEOUS PROVISIONS.

            11.1 Jurisdiction, Venue & Choice of Law. The laws of the State of Mississippi shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Varence and Affiliate, with the exception of its conflict of law provisions. The Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Rankin County, Mississippi. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. The Parties hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.

            11.2 Assignment. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by either Party.

            11.3 Severability. If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.

            11.4 Headings for Convenience Only. Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.

            11.5 No Waiver. In the event that either Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.