biz partner agreement
This Club Koko Business Partner Agreement (this “Agreement”) is made to be effective as of ______________, 2023 (the "Effective Date"), is by and between A Taste Of Koko, LLC (“Club Koko”), and [Partner Name] (“Partner”). A Taste Of Koko LLC and [Partner Name] may be referred to herein as a “Party” or collectively, as the “Parties.”
Club Koko and Partner hereby covenant, stipulate, and agree as follows:
1. Scope Of Agreement. Partner will participate as a founding member of Club Koko’s Membership Partner Program (“Partnership”). By participating in this Partnership, Partner agrees to offer a discount, benefit or perk (“Partner Perk”) of their choosing to Club Koko Members that present a Club Koko Keychain at the time of purchase. If Partner serves alcoholic beverages, they affirm that they may only be served to Members that are 21 years or older once proof of age has been provided. Partner may change the offered Partner Perk at any time, but Partner agrees to provide a seven (7) day notice to Club Koko prior to enacting such a change in the Partner Perk.
Club Koko shall display the Partners business name and its respective discount, benefit or perk on the Partner Directory located on the Club Koko Membership site. Club Koko has no obligation to share or promote the partnership to her email list, on her social media platforms, on Club Koko’s website, or on any other platform, whether online or not, but she has the right to at her complete discretion. Partner grants Club Koko the right to post, tweet, gram, publish, share and display promotional posts that include Partner’s name, nickname, blog name, user handle, photo, image and/or other likeness as included therein on her social media and on Club Koko’s website.
Term Of Agreement. This Agreement shall remain in effect for a period of one (1) year. Upon expiration of the initial year, the term of this Agreement will automatically renew for an additional year on each anniversary of this Agreement.
No Partnership Or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this clause and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.
2. Media Release. Partner authorizes Club Koko to use, and affirmatively waives its right to, any part of Partner’s voice, likeness captured via photograph, audio or video, using any technology known or unknown (“Media”), for future marketing efforts and without any compensation being paid now or in the future to Partner. Partner waives any right Partner may have to inspect and/or approve such Media prior to being used by Club Koko. Further Partner waives its right to be compensated either now or in the future for ownership or use of the Media described herein. Partner waives its right to, and understands and agrees that, all forms of Media are owned exclusively by Club Koko and that Club Koko owns all rights of any Media captured by Club Koko and its staff during the performance of this Agreement.
3. Indemnification. Partner agrees at all times to defend, fully indemnify and hold Club Koko and any affiliates, agents, team members or other party associated with Club Koko harmless from any causes of action, injury, illness, misunderstanding, damages, losses, costs, expenses incurred as a result of Partner’s participation in the Partnership, as well as any third-party claims of any kind (including attorney’s fees) arising from his/her actions as a direct or indirect result of Partner’s participation in the Partnership. Should Club Koko be required to defend herself in any action directly or indirectly involving Partner, or an action where we decide Partner’s participation or assistance would benefit Club Koko’s defense, Partner agrees to participate and provide any evidence, documents, testimony, or other information deemed useful by Club Koko, free of charge.
4. Limitation Of Liability. PARTNER EXPRESSLY UNDERSTANDS AND AGREES THAT CLUB KOKO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CLUB KOKO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SICKNESS, PERSONAL INJURY, DISABILITY, OTHER SHORT-TERM OR LONG-TERM HEALTH EFFECTS, AND/OR DEATH WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM A MATTER RELATING TO THIS AGREEMENT OR PARTNERSHIP. IN NO EVENT WILL CLUB KOKO’S TOTAL LIABILITY TO THE PARTNER FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT PARTNER OF ONE HUNDRED DOLLARS ($100). CLUB KOKO SHALL NOT BE LIABLE TO PARTNERr OR ANY THIRD PARTY(S) FOR ANY LOSS OR DAMAGE THAT IS CAUSED BY OR ARISES FROM OR IN CONNECTION WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION AND BY WAY OF EXAMPLE ONLY, REFUNDS, LOST PROFITS, LOST OPPORTUNITIES, MONETARY DAMAGES, DISRUPTION IN OR LOSS OF SERVICE, OR LOSS OF CONTENT.
5. Termination. Partner may change, suspend or terminate this Partnership, for any reason, with seven (7) days written notice to Club Koko prior to such change, suspension or termination taking place. Club Koko may change, suspend or terminate this partnership, with or without cause or notice to the Partner, at the complete discretion of Club Koko, including, without limitation, if Club Koko believes that the Partner has violated or acted inconsistently with the Agreement or believes that Partner has or will harm her reputation in any way or manner. In the event of termination, all representations, warranties, intellectual property protections, media release, indemnifications, and promises herein shall survive. Furthermore, the sections regarding choice of law, venue and alternative dispute resolution will continue to govern any claim or dispute.
6. Governing Law & Venue. If there is any dispute about or involving the partnership or anything contained within this Agreement, Partner agrees that the dispute shall be governed by the laws of the State of Texas, without regard to conflict of law provisions and Partner agrees to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the Austin, Travis County, Texas.