Brand Collaboration Terms and Conditions

These Brand Collaboration Terms and Conditions (the “Terms and Conditions”) supplement and are a part of the Brand Collaboration Agreement (“Agreement”) by and between Partner (or “You”) and Route and the Terms and Conditions are hereby incorporated by reference as part of the Agreement.  Route may revise Terms and Conditions from time to time by publishing such updates at https://content.route.com/brand-collaboration-terms-and-conditions/.  If such update includes a material change to the Terms and Conditions during the Term (a “Change”), Route shall give You notice of such Change. You shall have thirty (30) days to object to any such Change by written notice to Route, otherwise You agree to accept the Change and incorporate any such Change into the Agreement. If You reject the Change on a reasonable basis, the Parties shall work together in good faith to come to a mutual resolution of the issues.  Unless otherwise defined in the Terms and Conditions, all capitalized terms used in herein will have the meanings set forth in the Agreement.  In the event there is a conflict between the Terms and Conditions and the Agreement (including any Exhibit thereto), the Terms and Conditions are controlling.

  1. Independent Contractor; Compensation; Taxes.
    1. Your relationship with Route is that of an independent contractor. 
    2. You will be solely responsible for determining the method, details and means of performing the Services, in compliance with the Agreement.   
    3. Neither You, nor any partner, agent or employee of Yours, has authority to enter into contracts that bind Route or create obligations on the part of Route without the prior written authorization of Route.
    4. You acknowledge and agree that You and Your employees will not be eligible for any Route employee benefits and, to the extent You or Your employees otherwise would be eligible for any Route employee benefits but for the express terms of the Agreement, You (on behalf of Yourself and Your employees) hereby expressly declines to participate in such Route employee benefits.
    5. You have full responsibility for applicable withholding taxes for all compensation paid to You, Your partners, agents, and employees under the Agreement, and for compliance with all applicable labor and employment requirements with respect to Your business organization and Your partners, agents and employees, including state worker’s compensation insurance coverage requirements and any US immigration visa requirements.  You agree to indemnify, defend and hold Route harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on Route by the relevant taxing authorities with respect to any compensation paid to You or Your partners, agents or its employees. 
  2. Trademark and Intellectual Property RightsSubject to the terms and conditions of the Agreement, each Party grants the other a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to reproduce and use the trademarks, trade names, trade-dress or other designations (collectively, “Marks”) and any copyrights or other materials provided by the other Party (“Materials”) solely for the purpose of conducting the marketing activities contemplated by the Agreement.  
    1. Limitations. The foregoing license grant is expressly subject to the conditions that a Party’s use of the other Party’s Marks and Materials must be (a) approved in advance and in writing by the other Party, in its reasonable discretion, and (b) in strict accordance with the then-current trademark usage guidelines of the other Party and must not disparage or damage the goodwill of the other Party.  A Party shall not alter or remove any Mark affixed to any Services or included in any marketing materials furnished by the other Party.  Each Party agrees not to take any action inconsistent with such ownership, not to challenge such ownership or use, or the validity of the Marks or Materials.  
    2. Scope.  Neither Party grants the other any rights in its Marks or Materials other than those expressly granted in this Section 2. Each Party acknowledges the other Party’s exclusive ownership of the other Party’s Marks and Materials. All rights not specifically granted to a Party hereunder are reserved by the granting Party.  
  • Termination. Upon termination of the Agreement, each Party will cease using the other Party’s Marks and Materials and the licenses granted hereunder shall terminate; provided, however, that Route may, in its sole discretion, continue to display, promote, and publish Your branding and products depicted in any images or any film or video captured by us or its third-party vendors. 
  • Representations and WarrantiesEach Party hereby represents and warrants to the other that it has all necessary corporate power and authority to enter into the Agreement, carry out its obligations thereunder to consummate the transactions contemplated thereby, to execute and deliver the Agreement, and to perform its obligations thereunder.
  • CovenantsDuring the Term of the Agreement:
  • You will not, and will cause that Your representatives will not, make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Route or any of its affiliates (collectively, the “Company Goodwill“) or (ii) commit any other action that could likely injure, hinder or interfere with the Business, business relationships or Company Goodwill of the Company or its affiliates or their respective businesses, brands, or products; 
  • You will, and will cause your contractors, employees, agents, and subcontractors to, at all times comply with all applicable federal, national, state and local laws, rules, regulations, all social media platform terms of use and guidelines, including, but not limited to, international fair trade practices concerning the use of labor  the United States Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and will not promote or engage in illegal activities during the course of performance of the Agreement; and
  • You are responsible for making all public and private disclosures required by applicable law with regard to the Products (as such term is defined in Section 2(A) of Exhibit A to the Agreement) and any compensation paid under the Agreement, including the United States Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising
  • Insurance. At all times during and for one (1) year after the Term, You shall maintain worldwide: 
  • Workers’ compensation insurance in amounts no less than required by applicable law; 
  • Employer’s liability insurance with one million dollars ($1,000,000.00) per accident, for all employees and diseases; 
  • Commercial automobile liability insurance with single limit bodily injury and property damage combined coverage with one million dollars ($1,000,000.00); 
  • Commercial General Liability insurance, including bodily injury, contractual liability and property damage, with three million dollars ($3,000,000.00) combined single limit per occurrence; 
  • Commercial blanket bond (Crime/Fidelity bond) with limits of three million dollars ($3,000,000.00) per occurrence including, but not limited to, theft of Route property; 
  • Umbrella liability with ten million dollars ($10,000,000.00) per occurrence; 
  • Employment practices liability with limits no less than one million dollars ($1,000,000.00) per claim; and
  • Professional liability with limits no less than one million dollars ($1,000,000.00) per claim. 

You will provide us with certificates of this insurance coverage, upon request. We will be named as an additional insured and/or a loss payee under the aforementioned insurance policies on a primary, non-contributory basis. Such insurance policies shall waive any rights of subrogation against us and shall waive the rights of the insurers to set off, to counterclaim or to make any other deduction, whether by attachment or otherwise, with respect to our lability, to the extent of any monies owed to us. All insurance carriers must have a minimum A.M. best rating of A-VII. All policies shall be written on an occurrence form basis. If any policies are written on a claims made basis, coverage must be maintained for a minimum of five (5) years after the termination of the Agreement. Such insurance shall contain a provision stating that it will not be terminated or modified without notice to be provided in accordance with policy provisions. We may, from time to time, request that You provide us with additional certificates of insurance. By requiring insurance, we do not represent that such coverage and limits will be adequate to protect us and such coverage and limits will not be deemed as a limitation on Your liability hereunder. You will require and verify that any subcontractors maintain insurance meeting all the requirements stated herein and that any such subcontractors name us as an additional insured on insurance required from any such subcontractors. You will provide us with a certificate of insurance (the “Certificate of Insurance”) indicating the above requirements have been met and showing that it is in existence on the Effective Date. The obligations of this Section will survive the Term.

  • Termination. Either Party may terminate the Agreement at any time upon 15 days’ prior written notice to the other Party if the other Party materially breaches the Agreement and fails to cure such breach within such 15-day notice period.  Without limiting the foregoing, Your failure to remain solvent and avoid bankruptcy or Your termination of the agreement(s) under which You receive shipping insurance and/or order tracking services from us or which You have enrolled in the Discovery Program, or if You otherwise cease to use such services, will be a material breach hereof. Upon expiration or termination of the Agreement for any reason, each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information and (ii) permanently erase all of the other Party’s Confidential Information from its computer systems and, if requested by the other Party
  • IndemnificationYou (as “Indemnifying Party”) shall indemnify, hold harmless, and defend Route and its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees (collectively, “Losses”), arising out of or related to any third-party claim, suit, action or proceeding alleging: (i) Your breach of representation, warranty, covenant or obligation hereunder. You will promptly notify us in writing of any Action; (ii) the Partner Deliverables (including, without limitation, the Products); (iii) Your advertising, marketing or promotion of any Event; and (iv) any use, presentation, display or distribution of our Marks or other Materials distributed or otherwise provided by us at or in connection with any Event in a manner not expressly permitted herein.  You will (i) reimburse each Indemnified Party for all reasonable legal expenses directly incurred in such defense, as such expenses are incurred; and (ii) have the right to consent to judgment on, or otherwise settle, an indemnified claim, provided that the prior written consent of the Indemnified Party will be required if the judgment or settlement imposes an unreimbursed or continuing obligation on the Indemnified Party or does not include an unconditional release of the Indemnified Party.
  1. Limitations of Liability. EXCEPT FOR A PARTY’S CONFIDENTIALITY OBLIGATIONS AND OBLIGATIONS UNDER ARTICLES 7 (INDEMNIFICATION), IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY, UNDER ANY LEGAL OR EQUITABLE THEORY, WHETHER CONTRACT, TORT, PRODUCT LIABILITY, RELIANCE, BREACH OF ANY IMPLIED DUTY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE, COVER, OR LOSS OF ANTICIPATED PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY PROVIDED IN THE AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  1. Confidentiality. Confidential Information” means any non-public or proprietary information disclosed by either Party to the other, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, research, product plans, products, services, customers, markets, software, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, finances documents, and the terms of the Agreement.  Information communicated orally shall be considered Confidential Information if such information is identified as Confidential Information at the time of disclosure or if such information should be reasonably considered confidential.  Confidential Information shall not, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the disclosing Party to the receiving Party through no action or inaction of the receiving Party; (iii) is already in the possession of the receiving Party at the time of disclosure by the disclosing Party as properly shown by the receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving Party from a third Party without a breach of such third Party’s obligations of confidentiality; or (v) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the receiving Party’s possession.
  1. Each Party will use the Confidential Information solely in performance of its obligations under the Agreement and will keep confidential and not disclose Confidential Information to any other party, except to employees, directors, and agents of such Party with a need to know in performance of such obligations.  Each Party will use the same degree of care, but no less than a reasonable degree of care, the other Party uses with respect to its own information of a similar nature to protect the Confidential Information and to prevent: (a) any use of Confidential Information in violation of the Agreement and/or (b) communication of Confidential Information to any unauthorized third parties.  Notwithstanding the foregoing, a Party may disclose Confidential Information to the extent required by law, court order, or other legal proceeding, provided that the Party so required shall promptly give the disclosing Party written notice of such requirement prior to any disclosure so that the disclosing Party may seek a protective order or other appropriate relief.
  1. The obligations of each receiving Party in this Section 9 shall continue for a period of three (3) years following the termination of the Agreement; provided that a Party’s obligations under this Section 9 with respect to Confidential Information which is a “trade secret” shall remain in place as long as the applicable Confidential Information retains its status as a trade secret. 
  • Arbitration. Any dispute or claim arising out of or in connection with any provision of the Agreement will be finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules in Los Angeles, California, by one arbitrator appointed in accordance with such rules.  The arbitrator will apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute.  Judgment on the award rendered by the arbitrator is final and binding and may be entered in any court having jurisdiction thereof.  Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for preliminary or interim equitable relief, or to compel arbitration in accordance with this paragraph, without breach of this Section 9.  The arbitrator is not authorized to award punitive or other damages not measured by the prevailing Party’s actual damages. Each Party shall bear its own costs, fees and expenses of arbitration. The arbitration proceedings and arbitration award shall be confidential, except as is otherwise required by court order or as is necessary to confirm, vacate or enforce the award and for disclosure in confidence to the Parties’ respective attorneys, tax advisors, and senior management.
  1. Miscellaneous
    1. Amendments and Waivers.  Any term of the Agreement may be amended or waived only with the written consent of both parties.
    2. Sole Agreement.  The Agreement, including the Exhibits thereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
    3.  Notices.  Any notice required or permitted by the Agreement will be in writing and will be deemed sufficient upon receipt, when delivered personally or by courier, overnight delivery service, email or confirmed facsimile, 48 hours after being deposited in the regular mail as certified or registered mail (airmail if sent internationally) with postage prepaid, if such notice is addressed to the Party to be notified at such Party’s address, email address or facsimile number as set forth below, or as subsequently modified by written notice.
    4. Force Majeure. Neither is liable under the Agreement for delays in performance or for non-performance due to acts of God, war, riot, fire, terrorism, pandemics, labor trouble, unavailability of materials or components, explosion, accident, compliance with governmental requests, laws, regulations, orders or actions, or other unforeseen circumstances or causes beyond the Party’s reasonable control. 
    5.  Choice of Law; Venue.  In the event the Arbitration required hereunder cannot be enforced, the Agreement shall be construed and enforced in accordance with, and any dispute arising out of or in connection with the Agreement, including any action in tort, will be governed by, the laws of the State of California. The parties hereby irrevocably submit to the exclusive jurisdiction and venue of the courts within Los Angeles, California. The validity, interpretation, construction and performance of the Agreement will be governed by the laws of the State of California without giving effect to the principles of conflict of laws. 
    6. Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision within thirty (30) days, then (i) such provision will be excluded from this Agreement, (ii) the balance of the Agreement will be interpreted as if such provision were so excluded and (iii) the balance of the Agreement will be enforceable in accordance with its term. 
  • Survival. The provisions reasonably necessary to the interpretation of the Agreement and the paragraphs related to Sections 5 (Insurance), 7 (Indemnification), 8 (Limitation of Liability), 10 (Arbitration), and 11(e) (Choice of Law; Venue) shall survive the termination of the Agreement.
  •  Assignment. You may not assign any of Your rights or delegate any of Your obligations under this Agreement without Route’s prior written consent. Route may assign the Agreement in connection with a change in control of Route (whether direct or indirect, and whether by purchase, merger, consolidation, sale of all or substantially all of Route’s assets, or otherwise). Any purported assignment or delegation in violation of this Section 11(h) is null and void.