What is a brand ambassador program, exactly?
A brand ambassador program formalizes your relationship with people who love your brand and gets them involved in promoting you officially. Through a brand ambassador program, you'll recruit your biggest advocates— people who are already engaged with your brand.
Company reserves the right to change this Agreement at any time without notice, so we encourage Ambassador to review this web page periodically. The changes will be effective immediately when posted. Ambassador’s continued use of the Company’s Site or participation in the Program following the posting of any changes to this Agreement shall constitute Ambassador’s acceptance of the changed Agreement.
1. Defined Terms
In addition to other terms defined elsewhere in this Agreement, the following terms shall have the meanings set opposite such terms as follows:
“Ambassador’s Marketing Campaign” means any electronic marketing, advertising, or promotion that you conduct in connection with this Agreement with respect to “Participating Company” (as defined below) services in connection to your Site, including any such advertising or marketing conducted via banner or other advertisements on your Site, via email, on a blog, on a social media site, or through “pay-per-click” advertisements or programs.
“Ambassador’s Site or Site” means a World Wide Web Site that you own or operate and on which you display any advertising for third-party products or services. You will notify us of all such Sites and will keep our list of such Sites current.
“Company’s Site” means a World Wide Web site of Company or a “Participating Company” (as defined below) to which Ambassador’s Site and/or Ambassador’s Marketing Campaign will link pursuant to this Agreement.
“Customer” means an individual or entity other than: (i) Ambassador; (ii) any entity which controls, is under common control with or is controlled by Ambassador; (iii) Company; or (iv) a Participating Company.
“Participating Company” means us and any other entity we may designate as a Participating Company from time to time. If we designate a Participating Company, the terms “we”, “our” and “us” as used in this Agreement shall also refer to such Participating Company with respect to any ads or marketing campaign you may conduct on behalf of such Participating Company.
“Program” shall mean Company’s Ambassador program which, in general terms, allows certain third-party entities to link to a Company’s Site from the Ambassador’s Site or Ambassador’s Marketing Campaign and pays referral fees to such Ambassadors for certain customers who purchase Company’s or a Participating Company’s services through such links.
2. Enrollment in the Program
(a) To begin the enrollment process, Ambassador must submit a completed Program application available on Company’s Site. The Program application must list Ambassador’s Site and any other proposed aspects of Ambassador’s Marketing Campaign, including (if applicable) Ambassador’s plans for email marketing campaigns, social media pages or accounts through which Ambassador intends to market Company’s or a Participating Company’s services, or similar information. Company will evaluate Ambassador’s application and will notify Ambassador of Ambassador’s acceptance or rejection of such application. Company may reject Ambassador’s application for any reason or no reason at all, if Company determines, in Company’s sole discretion, that Ambassador’s Site or any other aspect of Ambassador’s Marketing Campaign, as proposed, is unsuitable for the Program. Unsuitable sites or marketing campaigns include, without limitation, those sites, emails, social media pages, blogs or other advertisements that:
(i) promote violence;
(ii) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(iii) violate applicable law or promote illegal activities; or
(iv) violate, or promote or induce the violation of, intellectual property rights.
If Ambassador’s Site or Ambassador’s Marketing Campaign, as proposed, appears, or will appear, in any language other than English, Ambassador must submit an English translation of Ambassador’s Site or Ambassador’s Marketing Campaign, as proposed.
(b) You or your legal entity may not maintain more than one account.
3. Links and Use of Ads
(a) If Company sends a notification to Ambassador of Company’s acceptance of Ambassador’s application to the Program as set forth in Section 2, Ambassador may display, in Ambassador’s Marketing Campaign, such names, trademarks or advertisements as Company may make available to Ambassador for such purpose (the “Ads”), only pursuant to the guidelines and using the graphical artwork supplied to Ambassador by Company. Ambassador shall link all Ads, in whatever form, so that a person clicking on the Ad will only link to the url to the Company’s Site given by Company to Ambassador for such purpose. Ambassador may not display, use or link the Ads in any manner not consistent with the terms of this Section 3. Ambassador may not display any link, trademark or other advertisement of, or relating to Company or any Participating Company, not specifically authorized by Company.
(b) With respect to any use of banner advertisements as Company may provide (each a “Banner Ad”), Ambassador shall prominently display such Banner Ad on Ambassador’s Site. With respect to any use of other Ads, including, without limitation, Ads appearing in email campaigns, social media advertisements or “pay-per-click” campaigns, Ambassador shall display and use such Ads in a manner that:
(i) affords the Ads at least as prominent a placement in such campaign as that Ambassador provides to other service providers in connection with the display of similar ads;
(ii) does not imply or suggest that Ambassador’s Marketing Campaign, including any email, blog, social media page, or “pay-per-click” advertising campaign, was established or is maintained by Company or any Participating Company;
(iii) does not result in any Ad achieving any higher or more prominent placement than any official listing or advertisement by Company or any Participating Company;
(iv) clearly states that, except for making referrals to Company or Participating Company, Ambassador is not Ambassadord with or an authorized representative of Company or any Participating Company.
(c) Without limiting the general terms of Sections 3(a) or (b) with respect to Ambassador’s Marketing Campaign, Ambassador may not:
(i) use any trademark, name or logo of Company or any Participating Company as the name, title, url or other significant identifier of Ambassador’s Site, blog or social media page or account;
(ii) with respect to any “pay-per-click” advertising campaign, bid on any “key words” that are composed of, or are similar to, any name or trademark of Company or any Participating Company;
(iii) use any Company or Participating Company url or domain name as the primary display url, domain name or link in any “pay-per-click” advertising campaign or search placement;
(iv) use or include the term “official” or any similar term or phrase in reference to any Ad displayed or used by Ambassador.
Ambassador is not authorized to bid on Company trademarks in paid search. In addition to any other remedies Company may have against Ambassador, the foregoing activity may result, in Company’s sole discretion, in the withholding of referral fees or the termination of this Agreement.
(e) Company reserves the right to monitor and inspect Ambassador’s Site and Ambassador’s Marketing Campaign, without notice and from time to time, and to require Ambassador to submit documentation and copies of Ambassador’s use of the Ads on Ambassador’s Site or Ambassador’s Marketing Campaign (with English translations, if applicable). Further, Company reserves the right to require that Ambassador stop displaying or using any Ad on Ambassador’s Site or any aspect of Ambassador’s Marketing Campaign, that, in Company’s sole and absolute discretion, is inconsistent with the terms of this Section 3. If Ambassador fails to comply with the terms of this Section 3, then, in addition to other remedies it may have, Company may terminate this Agreement and shall have no further obligation to Ambassador hereunder.
4. Order Processing
Company will process, authenticate, and complete product orders placed by Customers who follow the link from the Ads on Ambassador’s Site or in Ambassador’s Marketing Campaign to the Company’s Site. Company reserves the right to reject orders in its sole and absolute discretion without any fee, payment, penalty, or other amounts paid to Ambassador. Company will track “Qualified Sales” (as defined below) and will send to Ambassador reports summarizing the aggregate and anonymous sales activity generated by the Qualified Sales. The form, content, and frequency of the reports may vary from time to time at Company’s sole discretion. Ambassador agrees that Company shall own all such reports and information contained in the reports, and that Ambassador will not rent, sell, loan, barter, share or otherwise transfer or disclose such information to any third party without Company’s prior written consent. To permit accurate tracking, reporting, and fee accrual, Ambassador must ensure that the link on any Ad between Ambassador’s Site or Ambassador’s Marketing Campaign and Company’s Site is properly formatted and functioning. Company shall not be responsible for any failures to accurately report Qualified Sales due to any failure of the Ad or link.
Ambassador is authorized to advertise promotional codes ("Coupons") redeemable for discounted service. Ambassador may only advertise discounted service using Coupons created specifically for Ambassador and promotional offers pre-disclosed by Company. Ambassador is not authorized to advertise Company Coupons or use Coupons from other Program participants or any other third party. Orders processed with Coupons not authorized for use by Ambassador will not be considered a Qualified Sale and will not be paid as such. In addition to any other remedies Company may have against Ambassador, the foregoing activity may result, in Company’s sole discretion, in the withholding of referral fees or the termination of this Agreement.
5. Qualified Sale
A “Qualified Sale” shall mean a Company sale which occurs when a Customer:
(a) follows the link in an Ad on Ambassador’s Site or in Ambassador’s Marketing Campaign to the Company’s Site;
(b) after coming to the Company’s Site using a link described in subsection 5(a), and before leaving the Company’s Site during that visit, purchases services using Company’s automated ordering system; and
(c) remits full payment to Company (or allows a third party to remit such payment without asserting a chargeback or similar credit).
Company will not, however, pay referral fees on any services that are purchased after the Customer has left the Company Site and re-entered the Company Site (other than through a link set forth in subsection 5(a)), even if the Customer previously followed a link described in subsection 5(a). The Program is intended for commercial use only, and Ambassador may not purchase services through the Program for Ambassador’s own use or for Ambassador to give or sell to others. In addition to any other remedies Company may have against Ambassador, the foregoing purchases or activity may result, in Company’s sole discretion, in the withholding of referral fees or the termination of this Agreement.
6. Referral Fees and Payment to Ambassador
Company will pay Ambassador a fee according to Company’s then-current fee schedule for the applicable Participating Company (which will be posted on the applicable Company Site or at another location Company may identify to Ambassador from time to time), or as otherwise agreed to by Company and Ambassador in writing (which may be by email) (all such fees, collectively, the “Referral Fees”) for each Qualified Sale whose account stays active for thirty (30) days and whose account has not be subject to any chargeback or refund during such period; provided, however, that for each Qualified Sale made in connection with any Company or Participating Company special promotion or at a discounted price (as determined by Company, in its sole discretion), such Qualified Sale’s account must remain active for sixty (60) days in order for Ambassador to earn any fees with respect to such Qualified Sale under this Agreement. The Referral Fees earned each month will be calculated by Company at the end of each month, taking into account the first thirty (30) or sixty (60) days of the Qualified Sale, as applicable, as described in the preceding sentence. Company will pay Ambassador the Referral Fees on a monthly basis, less any taxes that Company is required by law to withhold, with such payments beginning upon Company’s completion of Ambassador’s payment account set-up and review (generally sixty (60) days from Ambassador’s initial Qualified Sale). If the Referral Fees payable to Ambassador for any calendar month are less than $100.00 (USD), Company will hold those Referral Fees until the total amount due is at least $100.00 (USD), in which case such Referral Fees shall be paid to Ambassador on the next scheduled monthly payment date, or (if earlier) until this Agreement is terminated.
7. Chargebacks; Adjustment to Referral Fees
If there is any type of chargeback for a Qualified Sale, Company will deduct the corresponding fee from Ambassador’s next monthly payment of Referral Fees. Ambassador agrees and acknowledges that a chargeback will be made based on fraud reported with respect to a Qualified Sale, regardless of when such reported fraud occurs. If the balance of Referral Fees due to Ambassador falls below zero at any time during the term of this Agreement, then Ambassador’s account will be suspended (and Ambassador will not be eligible to receive Referral Fees on Qualified Sales during such suspension) until Ambassador delivers to Company sufficient funds to bring Ambassador’s account balance to zero. If Ambassador fails to bring its account balance to zero within sixty (60) days of receiving notice that the balance has fallen below zero, Company may terminate this Agreement.
8. Policies and Pricing
9. Limited License
Company grants Ambassador a non-exclusive, revocable right to use the Company’s and Participating Company’s names, trademarks, and images comprising or contained in any Ads or graphics supplied by Company solely for the purpose of displaying the Ads on Ambassador’s Site and in Ambassador’s Marketing Campaign in accordance with the terms of this Agreement. Ambassador may not modify any name, images, trademark, message, embedded programming or any of Company’s or a Participating Company’s graphics provided to Ambassador by Company in any way. Company reserves all of Company’s rights in and to any graphics, icons, messages, images, programming, Company’s and Participating Company’s trade names and trademarks, and all other intellectual property rights of Company and Participating Company(-ies). Ambassador agrees to follow Company’s Trademark Guidelines, as those may change from time to time, and Company has the right to require Ambassador to cease any actions inconsistent with or contradictory to such guidelines. If in the sole opinion and discretion of Company, Ambassador’s Site or Ambassador’s Marketing Campaign does not meet the quality commensurate with Company’s or any Participating Company’s trademarks, tradenames and Company’s or Participating Company’s (as the case may be) goodwill associated therewith, Company may immediately terminate the license granted hereunder. In addition to the foregoing, Company may revoke Ambassador’s license at any time, for any reason or no reason at all, by giving Ambassador written notice.
10. Responsibility for Ambassador’s Site
Ambassador will be solely responsible for the development, operation, and maintenance of Ambassador’s Site and Ambassador’s Marketing Campaign and for all materials and content that appear on Ambassador’s Site or in Ambassador’s Marketing Campaign. For example, Ambassador will be solely responsible for:
(a) the technical operation of Ambassador’s Site, Ambassador’s Marketing Campaign and all related equipment;
(b) the accuracy and appropriateness of materials posted on Ambassador’s Site or used in Ambassador’s Marketing Campaign;
(c) ensuring that materials posted on Ambassador’s Site or used in Ambassador’s Marketing Campaign do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);
(d) ensuring that materials posted on Ambassador’s Site or in Ambassador’s Marketing Campaign are not libelous or otherwise illegal;
(e) ensuring that Ambassador’s Marketing Campaign otherwise complies with all applicable laws, including the CAN-SPAM Act of 2003 and other anti-spam laws and data privacy laws; and
(f) ensuring that the links to the Company Site from Ambassador’s Site and/or Ambassador’s Marketing Campaign are in the format specified by Company.
Company disclaims any and all liability for these matters. Further, Ambassador will defend, indemnify and hold Company, any Participating Company, and its and their Ambassadors, officers, directors, shareholders, agents and employees harmless from any and all claims, damages, loss, costs, and expenses (including, without limitation, attorneys' fees) relating to Ambassador’s Site or Ambassador’s Marketing Campaign, including without limitation the development, operation, maintenance, use and contents of Ambassador’s Site or Ambassador’s Marketing Campaign,, and any representations or warranties made on Ambassador’s Site or in Ambassador’s Marketing Campaign.
11. Terms of the Agreement
The terms of the Agreement shall become effective upon Ambassador’s acceptance of this Agreement. The term of this Agreement shall end when terminated by either party or as otherwise set forth in this Agreement. Either Ambassador or Company may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Ambassador is only eligible to earn Referral Fees on Qualified Sales occurring during the term. Referral Fees earned, but not paid, through the date of termination will remain payable only if (a) the related Qualified Sales are not canceled or returned or if payment for such Qualified Sales are not charged back; and (b) this Agreement was not terminated by Company for Ambassador’s violation of the terms of this Agreement, as determined by Company in its absolute discretion. To the extent such amounts are payable, Company may withhold Ambassador’s final payment for a reasonable time to ensure that the correct amount is paid. Notwithstanding anything contained to the contrary herein, no Referral Fees shall be due or owing to Ambassador for any reason more than twelve (12) months after the termination of this Agreement.
The company reserves the right to change this Agreement at any time, so Company encourages Ambassador to review this web page periodically. The changes will be effective immediately when posted. Ambassador’s continued use of the Company’s Site or participation in the Program following the posting of any changes to this Agreement shall constitute Ambassador’s acceptance of the changed Agreement. Except as otherwise set forth in this Section
12, any other modifications must be made with the written approval of each party.
13. Relationship of Parties
Ambassador and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Ambassador will have no authority to make or accept any offers or representations on Company’s or any Participating Company’s behalf. Ambassador will not make any statement, whether on Ambassador’s Site, in Ambassador’s Marketing Campaign or otherwise, that reasonably would contradict anything in this Section.
Ambassador acknowledges that it will have access to certain confidential information of the Company concerning the Company’s business, pricing, custom payment plans, and other information to be held in confidence (collectively, “Confidential Information”). Ambassador also agrees that its participation in the Ambassador program of Company and that the terms of this Agreement shall be deemed Confidential Information of Company. Ambassador acknowledges and agrees it will not provide any of Company’s pricing and its participation in this Agreement to any of Company’s competitors. In the event of a violation or threat of violation by Ambassador, directly or indirectly, of the terms of this section, the Company will have the right, and in addition to all other remedies available to it at law, in equity or under this Agreement, to affirmative or negative injunctive relief from a court of competent jurisdiction. Ambassador acknowledges that a violation of this section would cause irreparable harm and that all other remedies are inadequate.
15. Limitation of Liability
Neither Company nor any Participating Company(-ies) will be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if Company or such Participating Company has been advised of the possibility of such damages. Further, Company’s and any Participating Company’s aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid to Ambassador under this Agreement during the three-month period immediately preceding the event giving rise to liability.
Neither Company nor any Participating Company(-ies) makes any express or implied warranties or representations with respect to the Program or any Services sold through the Program (including, without limitation, warranties of fitness, merchantability, title, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). Without limiting the generality of the foregoing disclaimers, neither Company nor any Participating Company(-ies) make any representation or warranty that: (i) the operation of Company’s Site will be uninterrupted or error-free, and neither Company nor any Participating Company(-ies) will be liable for the consequences of any interruptions or errors; or (ii) Ambassador will receive any volume of Referral Fees or that any Qualified Sales will occur.
17. Independent Investigation
Ambassador acknowledges that Ambassador has read this Agreement and agrees to all its terms and conditions. Ambassador understands that Company may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with Ambassador’s Site. Ambassador has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us shall be submitted to confidential arbitration in Lee’s Summit, Missouri USA, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or confidentiality provisions, we may seek injunctive or other appropriate relief in any state or federal court in the state of Missouri (and you consent to the exclusive jurisdiction and venue in such courts located in Missouri). Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
The parties hereby agree that the United Nations Convention on the International Sale of Goods will not apply to this transaction. English shall be the controlling language of this Agreement. All monetary amounts specified hereunder or in any invoice shall be read to be in United States’ dollars. Except as provided in the “Disclaimers” and “Limitations of Liability” sections, the parties’ rights and remedies under this Agreement are cumulative. If Company is forced to bring legal action to enforce this Agreement, Company will be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive if it is the prevailing party. All waivers must be in writing. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared same, it being agreed that the agents of all parties have participated in the preparation hereof. Ambassador may not assign this Agreement, by operation of law or otherwise, without Company’s prior written consent and any attempt to do so will be void and of no effect. The company may assign or delegate its rights and/or obligations, in whole or in part, without the consent of Ambassador. A party’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of such party’s right to subsequently enforce such provision or any other provision of this Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any and all prior agreements, oral or written, between the parties prior to this Agreement.
Consent to Electronic Commerce Transactions
By registering as an Ambassador, you are accepting this Agreement as a binding contract. As our Ambassador you hereby authorize and consent to transact business electronically both for the purposes of this Agreement and for future business transactions with Company.
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