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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING TO BECOME A SELF SUPPLEMENTS BRAND AMBASSADOR.
BY ACCEPTING THESE TERMS (AS FURTHER DEFINED HEREIN), YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS AND CONDITIONS OF THIS BRAND AMBASSADOR AGREEMENT BETWEEN YOUSELF (ON BEHALF OF YOURSELF OR THE BUSINESS THAT YOU REPRESENT) AND DENTOVATIONS, INC (“SELF SUPPLEMENTS”). THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH SELF SUPPLEMENTS AND YOUR PARTICIPATION IN THE BRAND AMBASSADOR PROGRAM (THE “PROGRAM”). IF YOU DO NOT AGREE OR DO NOT UNDERSTAND ANY OF THE TERMS AND CONDITIONS CONTAINED HEREIN, PLEASE DO NOT ACCEPT THE TERMS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO SELF SUPPLEMENTS. As used in these Terms, “Ambassador”, “you” or “your” shall mean the individual who wishes to be a brand ambassador for Self Supplements, and his/her employees, agents, business affiliates, and permitted successors and assigns. Ambassador and Self Supplements may be referred to hereinafter individually as a “Party” or collectively as the “Parties”.
By accepting these Terms and participating in the Program, Ambassador agrees as follows:
If selected by Self Supplements, you will become a brand ambassador for the Self Supplements brand and for the products offered and sold by Self Supplements (“Products”). Your performance as a Self Supplements ambassador is subject to these brand ambassador terms and conditions, and any separate agreement Self Supplements may require you to execute as well as any Self Supplements policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Terms”).
To become a Self Supplements brand ambassador, you must meet the following eligibility criteria:
Self Supplements reserves the unconditional right to accept or deny any brand ambassador who applies to be to a Self Supplements brand ambassador.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AMBASSADOR
Ambassador represents and warrants that:
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Ambassador shall use its best efforts to market and promote the Self Supplements brand and any Self Supplements Products and/ services on your Accounts (the “Services”), subject to the terms and conditions contained herein.
Ambassador shall perform the following Services:
Ambassador agrees that Self Supplements may post, re-post, embed, upload, and otherwise re-use any of your Content at any time, without compensation other than what is provided in the Terms. You acknowledge and agree that you are responsible for:
RESTRICTIONS / PROHIBITIONS
Ambassador agrees and understands that if any Content posted by or associated with Ambassador is deemed offensive, inappropriate or used incorrectly, that Ambassador will be deemed, at the sole discretion of Self Supplements, ineligible to participate in the Program. Ambassador will then be disqualified from receiving any commission, recognition, communication or compensation from Self Supplements. Ambassador will also be terminated in the event it takes any of the following actions, each a material breach of the Terms:
Self Supplements reserves the right to preview Ambassador’s Content from time to time upon request and reserves the right to request changes to and/or removal of Content in its sole discretion. Self Supplements has the right to monitor Ambassador’s Accounts at all times to ensure compliance with the Terms. Self Supplements may notify you of any changes to your Content or Accounts that Self Supplements feels should be made. Without limitation to Self Supplements’ rights as stated herein, Self Supplements may terminate your participation in the Program if you do not make any changes to Your Account that Self Supplements feels are necessary or appropriate. Self Supplements reserves the right to terminate your participation in the Program immediately and without notice to you should Self Supplements suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, Self Supplements shall not be liable to you for any commissions for such fraudulent sales.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, Ambassador must include a disclaimer with all Content Ambassador shares publicly stating your “material connection” to Self Supplements and the fact that you have been compensated or otherwise incentivized to post the Content (e.g. the fact that your post is “sponsored by Self Supplements” (such as #sponsored) or an “advertisement” (such as #ad) or that Ambassador is an ambassador of Self Supplements (such as #Self Supplements_Ambassador)). Such disclosure must be made in close proximity to any statements that Ambassador makes about Self Supplements or Self Supplements’ Products and must comply with any instructions or directions provided by Self Supplements and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC Guides. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. Further, under no circumstances shall Ambassador obscure, delete, modify or in any way alter the required FTC approved language. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.
Note that while Self Supplements may provide required disclosures and recommended promotional verbiage, Self Supplements shall not be responsible for any failure by Ambassador to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by Ambassador to obtain all third party clearances and permissions with respect to Content Ambassador posts.
IF AMBASSADOR FAILS TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT IS NOT CAPABLE OF CURE AND SHALL RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO AMBASSADOR.
In consideration of the Services provided by Ambassador and the rights granted to Self Supplements with respect to the Content, as further provided herein, Ambassador will be compensated as follows:
A percentage (%) net commission on all sales by third parties as stated int he campaign/program invitation, generated using your Promo Code, subject to change by the Company at any time.
Commissions will be paid out daily based on the previous day’s sales, as long as your commissions earned are at least ten dollars ($20) (your commission will be paid out as soon as it reaches $20). Commissions will not be paid based on any sales or amounts for any reorders of customers or attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of Self Supplements’ trademarks, copyrights, logos or other intellectual property or returned Product. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to Ambassador and any subsequent payment. Commissions are counted and final numbers are deemed final at the sole discretion and decision of Self Supplements. Self Supplements also reserves the right to change the frequency and dates of the commission payout.
Ambassador should clearly advise followers/customers to use the Ambassador’s Promo Code to purchase Self Supplements Products in order for Ambassador to receive commission. While Self Supplements makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, Self Supplements is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other ambassadors, or other uncontrollable events that may disrupt or interfere with Self Supplements’ ability to track sales or pay commissions. Self Supplements has the right to pay commissions to any other person, in its discretion.
Ambassador is solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with Ambassador’s commissions paid hereunder. Self Supplements reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
AMBASSADOR WILL BE ABLE TO TRACK COMMISSIONS AND PAYOUT VIA THE SELF SUPPLEMENTS OSI DASHBOARD.
INTELLECTUAL PROPERTY RIGHTS
Ambassador’s Content and Attributes. For the Services which Ambassador is providing under these Terms, and without limiting Self Supplements’ ownership of the Self Supplements Intellectual Property (as defined below) as provided herein, Ambassador hereby grants Self Supplements the irrevocable, sublicenseable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Self Supplements’ owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Content, including any statements, comments, posts and/or feedback that Ambassador provides may be paraphrased, amplified, shortened and/or put into conversational form.
Ambassador acknowledges that participation in the Services means Self Supplements has the irrevocable right to use Ambassador’s Content and include ambassador’s name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and any other indicia or other Ambassador attributes in any manner that Self Supplements determines supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications.
Ambassador’s Rights to Self Supplements Intellectual Property and Self Supplements Platforms. Self Supplements hereby grants Ambassador, a non-exclusive, non-transferable, revocable, limited license to use and display Self Supplements’ trade name(s), logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “Self Supplements Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by Self Supplements. Ambassador acknowledges Self Supplements’ exclusive right, title and interest in and to the Self Supplements Intellectual Property and the goodwill pertaining thereto, that any use of the Self Supplements Intellectual Property by Ambassador does not create any ownership, license or other right or interest in or to the Self Supplements Intellectual Property by Ambassador except as specifically set forth herein and that all use of the Self Supplements Intellectual Property by Ambassador shall inure to the benefit of Self Supplements. Ambassador agrees that it shall not, challenge, or assist in any challenge to, the validity or exclusivity of Self Supplements’ ownership of the applicable Self Supplements Intellectual Property.
Further, Self Supplements and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“Self Supplements Platforms”). Ambassador agrees not to:
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE SELF SUPPLEMENTS PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, SELF SUPPLEMENTS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SELF SUPPLEMENTS PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Third Party Licenses. Ambassador shall be solely responsible for obtaining, in a form acceptable to and approved in writing by Self Supplements, any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third party content incorporated into the Content by Ambassador, as necessary for Self Supplements to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to Self Supplements all license and publicity rights necessary for Self Supplements to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Ambassador will provide Self Supplements with copies of such consents upon its written request.
TERM AND TERMINATION
The term of these Terms shall begin upon Self Supplements’ acceptance of you as a brand ambassador and will end when terminated by either Party in writing (the “Term”). The Terms may be terminated by Self Supplements immediately at any time, with or without cause, upon Self Supplements’ written notice to Ambassador; and by Ambassador upon thirty (30) days written notice by Ambassador to Self Supplements. In the event of cancellation or termination by Ambassador for any reason or by Self Supplements for a breach by Ambassador, in addition to the termination rights hereunder, Self Supplements shall be entitled to recover all costs (including attorney’s fees) in the enforcement of Self Supplements’ rights hereunder and, if Ambassador shall have been paid in advance, Self Supplements shall be entitled to a refund of any fees advanced to Ambassador; or, as applicable, Ambassador shall waive all rights it has hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. Self Supplements may terminate these Terms and all other agreements between Self Supplements and other brand ambassadors if Self Supplements elects to cease business operations, dissolve Self Supplements or terminate its business. Upon the termination of these Terms, all limited licenses granted to Ambassador hereunder shall cease and you shall cease to hold yourself out as brand ambassador of Self Supplements.
The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.
Self Supplements may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, Confidential Information”). Self Supplements Confidential Information includes, without limitation, all non-public or proprietary information and Self Supplements Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the Self Supplements Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that Self Supplements is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all Self Supplements Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use Self Supplements’ Confidential Information for the benefit of anyone other than Self Supplements. You agree not to use Self Supplements’ Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or Self Supplements’ Intellectual Property would cause substantial and irreparable harm and injury to Self Supplements’ ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, Self Supplements shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
During the Term, and for a period of three (3) months thereafter, Ambassador agrees not to promote, market or sell nutritional products that are competitive with Self Supplements’’s Products or services. Ambassador further agrees, during the Term and for a period of three (3) months thereafter, not to solicit any customers of Self Supplements with whom Ambassador had a relationship with during the Term to purchase nutritional products competitive with Self Supplements’’s Products.
In providing the Services to Self Supplements, you acknowledge and agree that your relationship with Self Supplementsis that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and Self Supplements. You are solely responsible for all of you own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that Self Supplements will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend Self Supplements against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. Ambassador agrees to at all times defend, indemnify and hold harmless Self Supplements (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/ or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend Self Supplements as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Self Supplements in connection with any such claim.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELF SUPPLEMENTS OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO AMBASSADOR OR ANY THIRD PARTY CLAIMING THROUGH AMBASSADOR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL SELF SUPPLEMENTS’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AMBASSADOR PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Disclaimer. SELF SUPPLEMENTS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SELF SUPPLEMENTS’ WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY SELF SUPPLEMENTS OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY SELF SUPPLEMENTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, SELF SUPPEMENTS MAKES NO REPRESENTATION THAT THE OPERATION OF ANY SELF SUPPLEMENTS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND SELF SUPPLEMENTS IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances. The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party. Self Supplements may modify these Terms at any time and its sole discretion. These modifications may include, but not limited to changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with Self Supplements. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change. Ambassador may not subcontract or otherwise assign, transfer or delegate any of its rights, duties or obligations under these Terms. Self Supplements may assign, transfer or delegate its rights, duties and obligations hereunder to any third party acquirer of the business of Self Supplements, and following such an assignment, transfer and delegation, Self Supplements shall have no further duties or obligations hereunder. The Agreement shall be governed in accordance with the laws of the state of Massachusetts and subject to the exclusive jurisdiction of the courts of the city of Boston. All claims, disputes, or causes of action under these Terms, must be brought in an individual capacity, and shall not be brought as a class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.