This Product Placement Agency Agreement ("Agreement") is made and entered into on the date the member agrees to Terms & Conditions upon enrollment, by and between The B Scene, a Kentucky Corporation with its principal place of business located at 2112 Eastern Pkwy, Louisville, KY 40204 ("Agency"), and the business listed on the registration form, ("Client"). Agency and Client may be referred to individually as a "Party" and collectively as the "Parties."
1. Term
This Agreement shall commence on the date of registration and shall continue in full force and effect for a period of one (1) year ("Term"), unless terminated earlier in accordance with the provisions of this Agreement. Upon expiration, this Agreement may be renewed upon mutual written agreement of the Parties.
2. Services
Agency agrees to provide product placement services for Client, including but not limited to, placement of Client's products in various media outlets including film, series, theatre, festivals, directory, etc, securing endorsements, and promoting Client's products through Agency's marketing strategies, mobile application, and website. Agency shall use its best efforts to maximize the exposure and sales of Client's products.
3. Agency Fee
Client agrees to pay Agency a monthly agency fee of Twenty-Five Dollars ($25.00) or an annual agency of two hundred fifty ($250) for the duration of the Term. This fee shall be payable on the same date each month, commencing on the date of this agreement or the next business day or a date agreed upon by Agency and Client and continuing until the end of the Term or the early termination of this Agreement.
4. Commission
In addition to the monthly agency fee, Client agrees to pay Agency a commission of ten percent (10%) on all sales generated via Agency's mobile application and website. The commission shall be calculated based on the net sales price received by Client, excluding taxes, refunds, and allowances. Commission payments shall be automatically deducted from purchase fees collected via sales on website.
5. Fulfillment Obligations
Client agrees to receiving orders, inventory management, packaging, dispatching of Orders to the delivery service within a reasonable time upon receipt, and providing Order tracking information to customers. Client shall ensure that all Orders are fulfilled with reasonable skill and care, adhering to the best industry practices. Client shall ensure that all products are packaged securely to prevent damage during transit.
Client shall endeavor to ensure that all Orders are delivered to customers within the estimated delivery times specified at the time of Order. Any significant delays beyond the estimated delivery time must be communicated to the customer at the earliest opportunity. Fulfillment under this Agreement are considered complete for an Order when the customer has received the Order in satisfactory condition, as evidenced by delivery confirmation, and any subsequent issues (e.g., returns, exchanges) have been resolved. Any amendments to this Fulfillment Clause must be made in writing and signed by both parties.
6. Reporting and Payment
Agency shall provide Client with monthly sales reports detailing the sales generated via the mobile application and website, and the corresponding commission due to Agency. Client shall review each sales report and notify Agency of any discrepancies within fifteen (15) days of
receipt. Failure to dispute the sales report within this timeframe shall be deemed acceptance of the report.
6. Intellectual Property
Client grants Agency a non-exclusive, revocable, worldwide license to use, display, and promote Client's trademarks, logos, and product images ("Client's IP") in connection with the product placement services provided under this Agreement. Client retains all right, title, and interest in and to Client's IP.
7. Confidentiality
Each Party agrees to maintain the confidentiality of the other Party's proprietary information and to not disclose such information to any third party without the prior written consent of the disclosing Party.
8. Termination
This Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party. Upon termination, all unpaid commissions and fees up to the date of termination shall become immediately due and payable.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, relating to such subject matter.
Agency agrees to provide product placement services for Client, including but not limited to, placement of Client's products in various media outlets including film, series, theatre, festivals, directory, etc, securing endorsements, and promoting Client's products through Agency's marketing strategies, mobile application, and website. Agency shall use its best efforts to maximize the exposure and sales of Client's products.
Release Agreement
I, the undersigned, hereby grant The B Scene ("Company") the irrevocable right and permission to use, publish, and distribute the following materials related to the product named above:
Purpose of Use:
The above materials may be used for any lawful purpose, including but not limited to:
Photo Release:
I hereby grant the Company the right to use photographs or videos taken of me and/or my property in connection with the product for the purposes stated above. I understand and agree that these images may be edited, altered, copied, exhibited, published, or distributed, and waive the right to inspect or approve the finished product wherein my likeness appears.
Compensation:
I understand and agree that I will not receive any compensation, monetary or otherwise, for the use of these materials and that I waive any right to royalties or other compensation arising or related to the use of the materials.
Rights and Ownership:
I understand that the Company will own all rights, including copyright, in and to the materials, and I hereby waive any claims I may have based on any usage of the materials or works derived therefrom.
Release and Waiver:
I hereby release, discharge, and agree to hold harmless the Company and its representatives, assigns, employees, or any person or persons, corporation or corporations acting under its permission or authority, or any person, persons, corporation or corporations, for whom it might be acting, including any firm publishing and/or distributing the finished product, in whole or in part, whether by print, electronic media, or other methods, from and against any liability as a result of any distortion, blurring, or alteration, optical illusion, or use in composite form, whether intentional or otherwise, that may occur or be produced in the taking, processing, reduction, or production of the finished product, its publication, or distribution of the same.
Acknowledgment:
I acknowledge that I have read this Product Release Form in its entirety and understand it. I certify that I am at least 18 years of age, or if under 18, that I have the permission of my parent or legal guardian to sign this form.