Loop Legends

Terms of service

LOOP BRAND AMBASSADOR/LEGENDS TERMS AND CONDITIONS LAST UPDATED: 22 NOVEMBER 2023

  1. Introduction Loop BV, with registered office at Posthofbrug 6/8 Bus 5/148, 2600 Berchem, Belgium, registered with the commercial register under enterprise number 0665.977.551 and its affiliates (“Loop”) has engaged the brand ambassador (the “Brand Ambassador”), for the promotion of Loop. The current general terms and conditions (the “Terms and Conditions”) apply to any services performed by the Brand Ambassador to Loop at any time hereafter. These Terms and Conditions and any supplementing agreements or terms and conditions of Loop constitute the entire agreement between the parties with respect to the subject matter hereof (the “Agreement”). This Agreement supersedes any and all other terms and/or conditions referred to or agreed before the execution of this Agreement, as well as any of the Brand Ambassador’s general or special terms and conditions. The effective date of the Agreement (“Effective Date”) will be the date of acceptance of these Terms and Conditions by the Brand Ambassador. Upon ticking the box to these Terms and Conditions, the Brand Ambassador will be deemed to have read, accepted and understood these Terms and Conditions.

  2. Scope & Products The Brand Ambassador will receive the Loop product(s) for promotional purposes (the “Product(s)”). The Brand Ambassador may not alter, in any kind, for whatever reason or at any time, the received Product, without prior consultation of Loop and prior written agreement between the parties. Upon acceptance of these Terms and Conditions, the Brand Ambassador will perform the promotional and marketing services as indicated by Loop in writing via the agreed channels and acknowledged by the Brand Ambassador (“Services”). The Brand Ambassador is entitled to keep the Product after receipt thereof from Loop, in consideration for such Services. No other fees, consideration or other compensation shall be due by Loop to the Brand Ambassador under the Agreement.

  3. Content and Posts To the extent the Brand Ambassador takes or has photographs or video’s taken of the Product(s) (the “Content”) as part of the Services, they undertake to share the Content with Loop on the indicated platform (in high quality resolution). Loop reserves the right at all times (but will not have an obligation) to refuse to distribute, remove from its own social media channels or discontinue any use of the Content. The Brand Ambassador has the right or the obligation, as as agreed between the Parties, to publish the Content on social media accompanied with a textual content, in each case however in full compliance with the Agreement (the “Posts”). The Brand Ambassador will accompany each Post, if applicable, with an inspiring, positive message in the same line of and compatible with the Products and Loop’s reputation. The Brand Ambassador shall at all times refrain themselves from negative comments or reports about/from/to Loop on social media, blog(s) or other fora/media. When posting on social media, Brand Ambassador must not: a. Include references to products/services from any other brands; b. Include mentions, images or references to any offensive, harmful, or illegal content; c. Include degenerative comments towards competitors, employees, social personalities or religious characters; d. Include content that infringes on the intellectual property rights or privacy of any third party; e. to distribute advertisements of any kind or post or otherwise communicate any false or misleading material or message of any kind, or is otherwise harmful to Loop; f. in any way that intentionally or unintentionally harasses, annoys, threatens or intimidates any third parties; g. in any way that promotes or incites, whether intentionally or unintentionally, racism, bigotry, violence, hatred or physical harm of any kind; h. in any way that is abusive, cruel, defamatory, inaccurate, obscene, offensive, objectionable or sexually explicit; i. to promote illegal or unlawful activities or in any way which may lead to the encouragement, procurement or carrying out of any unlawful or criminal activity or which may cause any harm, distress or inconvenience to any person; j. to solicit or provide unlawful services, or; k. to promote or support or solicit involvement in any political platform or cause, religion (recognized as organized or unorganized), cult or sect of any kind. As a member of the brand ambassador program (“Program”), the Brand Ambassador is agreeing that any Content the Brand Ambassador submits to the Program may be used and re-purposed by Loop for promotional, marketing and advertising purposes, both online and offline, without any compensation beyond the benefits provided as part of the Program. Loop provides in writing, and the Brand Ambassador acknowledges, the Content specifications that the Brand Ambassador must comply with. Failure to comply with any such Content specifications may result in a termination of the Agreement in accordance with article 7 of these Terms and Conditions.

  4. Confidentiality “Confidential Information” means any non-public and sensitive information disclosed by Loop to the Brand Ambassador whether orally, in writing or in electronic or other form, or otherwise obtained by the Brand Ambassador through observation or investigation of Loop's activities. Whether or not the Confidential Information is marked or identified, it contains all information that may reasonably be considered confidential, including, but not limited to, prices, terms and conditions, attachments, appendices, and all information related to Loop’s activities associated with this Agreement. The Brand Ambassador shall not disclose any Confidential Information, including but not limited to (the contents of) the Agreement or parts thereof to any third party, unless they are required to do so by law, a court decision or instruction of a supervisory authority or government body, or where this is necessary in connection with exercising the rights under this Agreement, in which case the parties shall discuss the manner of disclosure in advance. The Brand Ambassador’s obligations with regard to the Confidential Information will remain in force for a period of five (5) years after the termination of the Agreement unless a confidentiality agreement between the Parties stipulates otherwise. All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of the Brand Ambassador will be and remain the property of Loop and will be promptly returned to Loop upon Loop's request. The Brand Ambassador agrees that any violation or threatened violation of the Agreement will cause irreparable injury to Loop, entitling Loop to seek injunctive relief in addition to all legal remedies, without posting a bond or other surety.

  5. Account In order to obtain full access to the Program, Brand Ambassador must complete a registration. The Brand Ambassador will be asked to (a) provide certain registration details or other information; and (b) set up an account specific to you ("Account") by choosing the Program provided by us. Brand Ambassador’s Account must be registered under Brand Ambassador’s current full legal name, email address, and current business address. It is Brand Ambassador’s responsibility to keep its email address current. The Brand Ambassador warrants that it has read, understood, accepted and complies with the applicable terms of use governing the use of the Account.

  6. Intellectual property rights and warranties The Brand Ambassador hereby provides a sole, irrevocable, royalty-free, fully paid-up, transferable, sublicensable license to Loop to use all present and future intellectual property rights in the Content and the Posts, in particular copyrights and image rights, absolutely and free from all encumbrances, including the proprietary rights relating to any of the foregoing, including without limitation the right of reproduction, translation, modification (such as changes and modifications concerning the colour, lighting, reducing, enlarging, contrasts, isolating certain elements), use (notably for making content derived therefrom), distribution, display and communication to the public (by all forms and channels of media, including paid advertising) and any other form of exploitation of the Content, in whole or part, in whatever manner, both in their original form and in a modified form, for all commercial or non-commercial purposes. The above­mentioned license is, for every mode and form of exploitation or use, definitive, worldwide and understood in the broadest possible sense authorized by the applicable positive law, for the entire legal period of the respective rights and in exchange for the receipt of the Product as set forth above. The Brand Ambassador is responsible for its Content and Posts, and for any consequences of the use thereof, including the use of the Content by Loop and Loop’s third-party partners. Loop will not be responsible or liable for any use of the Content by Loop or its partners in accordance with the Agreement. The Brand Ambassador hereby represents and warrants that and they are the sole legal and beneficial owner of all intellectual property rights and image rights in the Content and the Posts (including any music used in the Posts) and that they have, to the extent applicable, entered into a valid assignment agreement of all intellectual property rights with the photographer, and that they have all the rights, power and authority necessary to grant the rights granted herein to any Content and Posts. The Brand Ambassador will not create, use, or otherwise distribute Content or Posts (a) in any way that violates any local, national or other laws or regulations or any order of a court in any relevant jurisdiction (inter alia, relating to public order and good morals), (b) for any purpose that is not permitted by the Agreement and, (c) in any way that infringes the rights of any person or entity, including their copyright, trade mark or other intellectual property rights, or other privacy or contractual rights. The Brand Ambassador waives his/her right to see his/her name mentioned on or in relation to the use of the Content or Posts, and waives its right to invoke specific moral rights (i.e., right of integrity and right of disclosure) in relation to the Content or Posts or any derivative content thereof, unless they provide proof that the changes affect his or her honour and reputation. At its own discretion, Loop can decide whether the name of the Brand Ambassador will be mentioned on or in relation to the use of the Content or Posts. Unless agreed otherwise in writing, Loop has the right to use the Content of the Brand Ambassador, during and after this Agreement, for public relations purposes, including but not limited to, internal presentations with (potential) partners, suppliers and customers. The Brand Ambassador warrants, in the event the Loop Product’s contain any registerable intellectual property rights, that he/she will refrain from disclosing such intellectual property rights before the first filing of such intellectual property by Loop.

  7. Term and termination The Agreement will commence form the Effective Date and will continue for an indefinite duration until terminated by either Party in accordance with the Agreement. Loop has the right to terminate this Agreement at any time for convenience taking into account a one (1) month notice period. The partnership may be immediately terminated by Loop if:

  8. Brand Ambassador fails to post at least once on the IG Grid within 30 days after receiving the Loop Product.

  9. Brand Ambassador’s account is inactive for a period of 3 months or longer.

  10. Brand Ambassador’s material breach of the Agreement with a failure to cure such breach within ten (10) calendar days from receipt of default notice.

  11. Loop determines, in its sole discretion, that Loop’s image and reputation is damaged or tarnished by the Brand Ambassador.

  12. Brand Ambassador fails to meet the Program expectations, which may include but is not limited to: o posting or submitting content that is of low quality. o posting or submitting content that doesn’t adhere to the Loop guidelines. o posting or submitting content that does not meet the terms of this Agreement or the Scope of Work.

  13. Miscellaneous In case the Brand Ambassador has not reached the age of 18 yet, this Agreement must be read and accepted by a parent or a legal guardian of the Brand Ambassador. Brand Ambassador shall indemnify and hold harmless Loop against any damages resulting from its breach of this Agreement (including reputational damages), and any and all third-party claims (including for reputational damages) against Loop in relation to the performance of the Services by Brand Ambassador or the Content or Posts. The Brand Ambassador warrants to comply with applicable law, including but not limited to sponsorship or advertising disclosures and any other applicable law related to endorsements and advertising. This Agreement made pursuant to this Agreement is to be construed as a partnership or collaboration. Each party shall remain an independent contractor. The Agreement does not grant any exclusivity to the Parties with regards to the Services. The Brand Ambassador may not assign and/or transfer its rights or obligations under this Agreement, without the prior written consent of Loop. If any term or condition of this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be in any way affected or impaired. [The Brand Ambassador will refrain from promoting products similar or identical to the Loop Products.] This Agreement made pursuant to this Agreement will be governed by and construed in accordance with Belgian law. Any dispute arising out of or in connection with this Agreement may only be adjudicated by the Courts in Antwerp (section Antwerp).

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