PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING YOUR APPLICATION TO BECOME A BRAND AMBASSADOR!
BY CLICKING “I AGREE” YOU AGREE TO THE TERMS AND CONDITIONS OF THIS BRAND AMBASSADOR AGREEMENT BETWEEN YOU AND BEAUTYFIT® (“BF”) WHICH WILL GOVERN YOUR RELATIONSHIP WITH BF. BY APPLYING FOR AND PARTICIPATING IN THE BRAND AMBASSADOR PROGRAM (THE “PROGRAM”), YOU (ON BEHALF OF YOURSELF AND THE BUSINESS YOU REPRESENT) AGREE TO BE LEGALLY BOUND BY AND COMPLY WITH THESE BRAND AMBASSADOR TERMS AND CONDITIONS, INCLUDING ALL APPLICABLE POLICIES.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK “I DO NOT AGREE” AND DO NOT SUBMIT THE APPLICATION. AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO BF. As used in these terms and conditions, “You” or “Your” shall mean the individual who is applying to be a brand ambassador for BF, and his/her employees, agents, business affiliates, and permitted successors and assigns.
By submitting Your application and participating in the Program, You agree as follows:
If selected by BF, You will become a brand ambassador (“Ambassador”) for products offered and sold by BF. Ambassador’s territory shall be within the United States and all U.S. Territories exclusively. Your performance as an Ambassador is subject to these terms and conditions, and any separate agreement BF may require you to execute as well as any BF policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Ambassador Terms”).
1. Eligibility. To enroll in the Program, You must complete and submit the online application. Initial approval of Your application does not mean that all information or actions set forth in the application comply with the Ambassador Terms, and it is Your continuing duty to ensure Your compliance. We may reject Your application and/ or dismiss You from the Program at any time at our sole discretion.
2. You must provide Your full and accurate legal name, a valid email address, and any other information required to complete the application for the Program. You will only provide true and accurate information to BF, and will update any such information as necessary to ensure that such information is kept complete and accurate. You will not use any “bot” or other automated method to enroll or participate in the Program.
3. You acknowledge and agree that You meet the following eligibility criteria:
4. Responsibilities. You agree to use Your best efforts to market and promote the BeautyFit® Products on Your Accounts (the “Promotional Services” or the “Services”) in a manner consistent with the authorized use for each product as outlined on product labels. You are required to notify BF of Your Accounts on Approved Media and add BF as a friend/ follower. You will be notified of any additional Approved Media as it becomes available.
1. You agree to perform the following Promotional Services:
2. You agree that BF may post, re-post, upload, and otherwise re-use any of Your Content at any time, without compensation other than what is provided in the Ambassador Terms. You acknowledge and agree that You are responsible for:
3. Prohibitions/ Restrictions. The Ambassador agrees and understands that if any Content posted by or associated with Ambassador is deemed offensive or inappropriate, that Ambassador will be deemed, at the sole discretion of BF, ineligible to participate in the Program. The Ambassador will then be disqualified from receiving any further commission, recognition, communication or compensation from BF. Ambassador will also be disqualified in the event it takes any of the following actions, each a material breach of the Ambassador Terms:
4. Rights of BF. BF 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. We have the right to monitor Your Accounts at all times to ensure that Your Accounts comply with the Ambassador Terms, the Law, and any other requirements. We may notify You of any changes to Your Content or Accounts that we feel should be made. Without limiting our rights as stated herein, we may terminate Your participation in the Program if You do not make any changes to Your Account that we feel are necessary or appropriate. We reserve the right to terminate Your participation in the Program immediately and without notice to You should we suspect that You have committed fraud or otherwise violated the Ambassador Terms. If such fraud or abuse is detected, BF shall not be liable to You for any commissions for such fraudulent sales.
5. Independent Contractor. By entering into the Ambassador Terms, You agree that:
1. Payment for Services. In consideration of the Promotional Services and rights granted to SRC with respect to Content, Ambassador will be compensated as follows:
2. Commissions will not be paid based on any sales or amounts that are attributed to spam, credit card fraud, or returned BeautyFit® If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to the Ambassador and any subsequent payment. Ambassador will not be paid a commission on sales or orders that are in delinquent status.
3. Ambassador commissions are counted and final numbers are deemed final at the sole discretion and decision of BF. BF also reserves the right to change the dates of the commission payout.
4. Ambassador should clearly advise followers/ customers to use the Ambassador’s promotional code to purchase BeautyFit® Products in order for Ambassador to receive commission.
5. While BF makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, BF 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 BF’s ability to track sales or pay commissions. BF has the right to pay commissions to any other person, in its discretion.
7. Intellectual Property. All BF trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “BF Intellectual Property”) is the property of BF, and You will not use such BF Intellectual Property except in the form provided to You through the Program, and solely for the purpose and in the manner specifically authorized by BF.
8. Confidential Information. BF may disclose to You confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). BF’s Confidential Information includes, without limitation, all non-public or proprietary information and BF Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the BeautyFit® 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, 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 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 BF is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all BF Intellectual Property. You further agree that You will not and will cause any employees and other agents to not, use BF’s Confidential Information for the benefit of anyone other than BF. You agree not to use BF’s Confidential Information for any purpose except in the performance of Your obligations under the Ambassador Terms.
9. Term; Termination. The term of the Ambassador Terms shall begin upon submission of Your application and continue until December 15, 2020 unless sooner terminated, with the Services subject to reasonable adjustment in BF’s discretion. The Ambassador Terms may be terminated by BF immediately at any time, with or without cause, upon BF’s written notice to You; and by You upon fifteen (15) days written notice by You to BF. Ambassadors who do not follow the applicable requirements can be subject to termination, suspension, or their commissions being held until all requirements are followed. The obligations related to Confidential Information will continue perpetually after the termination of the Ambassador Terms.
10. Third Parties. BF recognizes that, as an independent contractor, You are available to perform services for entities other than BF. You agree to notify BF of any other arrangements. Moreover, You warrant and represent that there is no conflict or potential conflict of interest between Your performance of Services under the Ambassador Terms and the performance of services under other contracts for services or as an employee of other entities and will ensure that no such conflict arises. Without limiting the foregoing, You agree to promptly notify BF if and when You are engaged to perform substantially similar services with respect to a competing brand of products.
11. Indemnity. You will at all times defend, indemnify and hold harmless BF (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of Law committed by You or Your agents; and/ or (ii) Your participation in the Program, and/ or Your breach of any obligation, representation or warranty set forth in the Ambassador Terms. Your obligation to indemnify and defend BF as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by BF in connection with any such claim.
12. Limitation of Liability. BF WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF SRC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AMBASSADOR TERMS, IN NO EVENT SHALL BF’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE AMBASSADOR TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID TO YOU UNDER THE AMBASSADOR TERMS.
13. Disclaimer. BF MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BF’S WEBSITE(s) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY BF OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY BF, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, BF MAKES NO REPRESENTATION THAT THE OPERATION OF ANY BF WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND SRC IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Modification. BF may change the Ambassador Terms in the future. Unless the Ambassador Terms or Law specify/(ies) otherwise, we will give You thirty (30) days prior notice of any significant change to the Ambassador Terms. If You find the change unacceptable, You have the right to terminate the Agreement. However, if You continue to receive the benefits of the Agreement after the end of the notice period of the change, You will be considered to have accepted the changes. You may not modify the Ambassador Terms by making any typed, handwritten, or any other changes to them for any purpose.
15. Miscellaneous. The Ambassador Terms contain the entire agreement with respect to Your independent contractor relationship with BF and supersede any prior verbal and/or written agreements or representations regarding said relationship, and will be governed by the laws of the State of Florida (without regard to conflict of law principles). All disputes, claims or controversies arising out of or in any way relating to the Ambassador Terms, shall be governed by, construed under, and enforced in accordance with the laws of the State of Florida, without regard to conflict of laws principles. Both parties agree to resolve all disputes related to the Ambassador Terms, to the fullest extent permitted by law, by final, binding and confidential arbitration in the County of Broward, State of Florida, conducted by JAMS, Inc. ("JAMS") by a single neutral arbitrator. JAMS’ current streamlined arbitration rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/. By agreeing to this arbitration procedure, You agree to waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. All claims, disputes, or causes of action under the Ambassador Terms, whether by You or BF, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. The Ambassador Terms are made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ("FAA") and will be construed and governed accordingly. The parties agree that the procedural and the substantive provisions of the FAA shall apply. Nothing herein shall prevent any party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Both parties may conduct discovery to the same extent as would be permitted in a court of law. The arbitrator shall issue a reasoned, written decision that explains the legal and factual basis for the arbitrator's decision on all claims and defenses presented to the arbitrator. The arbitrator shall have the full authority to award all relief and remedies which would otherwise be available in a court of law, including, but not limited to, monetary damages, attorneys' fees, costs, and exemplary damages when authorized by applicable law. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. BF agrees to pay all fees, costs, or other charges unique to arbitration including, but not limited to, the arbitrator’s fees. Otherwise, BF and You shall each be responsible for its/Your own costs and expenses in connection with the arbitration. The Ambassador Terms can be amended only by a written agreement signed by You and BF. 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 the Ambassador Terms.