BRAND AMBASSADOR TERMS AND CONDITIONS
Brand Ambassador Terms and Conditions
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 KINGSMEN BEARD CLUB (“KBC”).
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, 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 KBC.
As used in these terms and conditions, “You” or “Your” shall mean the
individual who is applying to be a brand ambassador for KBC, 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 KBC, You will become a brand ambassador (“Ambassador”)
for products offered and sold by KBC under its [Kingsmen Beard Club] and/ or
Kingsmen brands. 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
KBC may require you to execute as well as any KBC policies, standard operating
procedures or guidelines provided to you from time to time (collectively, the
“Ambassador Terms”).
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.
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 KBC 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 methods to enroll or participate in the Program.
You acknowledge and agree that You meet the following
eligibility criteria:
You have read, understand, and agree to be bound by the
Ambassador Terms.
You are eighteen (18) years of age or older.
You reside in the United States.
You are authorized to work in the United States (proof of
which may be requested by KBC).
You maintain and actively use an account on at least one
form of social media, including Facebook, Twitter, Pinterest, Snapchat,
Instagram, Vine, Tumblr, and YouTube, which have been approved by KBC
(collectively, “Approved Media”). Your accounts on Approved Media are
referred to as “Accounts.”
You are in compliance with all FTC guidelines and the
Ambassador Terms.
Responsibilities. You agree to use Your best efforts to
market and promote the KBC 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 KBC
of Your Accounts on Approved Media and add KBC as a friend/ follower. You
will be notified of any additional Approved Media as it becomes
available.
You agree to perform the following Promotional Services:
Create and post a photo or video content promoting the KBC Products
and/ or any related campaign as KBC may request from time to time (“Content”).
Share and promote Your personal discount code for KBC Products
to encourage followers to purchase them.
Communicate, network and/ or collaborate with social media
influencers, KBC’s social media followers and customers, and any other
individuals requested by KBC.
Promptly respond to communications from KBC personnel in
text, email, phone or any other form.
Participate in educational and training programs presented.
If requested by KBC, attend events, including without
limitation, photo and video shoots (“Appearances”).
You agree that KBC 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:
Any and all acts are undertaken in connection with Your
participation in the Program;
Maintaining Your Accounts to ensure compliance with all
applicable laws, rules, regulations, and policies (collectively, the “Law”),
including providing any notifications to followers as necessary to effect
compliance with Law;
Conducting Yourself at all times with the highest degree of
professionalism, behaving in a legal, ethical and business-like manner and
maintaining the highest standards of integrity, honesty, and responsibility in
Your dealings with KBC, its staff, customers and sales representatives;
Presenting and demonstrating KBC Products in a
positive, truthful and sincere manner and not engaging in any activity or
action that may damage KBC's reputation or the reputation of its products or
services;
Not using KBC, or any trademarks, copyrighted materials, or
other Intellectual Property of KBC in any advertising, social media, or in
literature other than material published by KBC, without first obtaining the
express written permission of KBC; and
Complying with the Ambassador Terms, and KBC's terms of use
and privacy policy.
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 KBC, ineligible to participate in the Program. The Ambassador
will then be disqualified from receiving any further commission, recognition,
communication or compensation from KBC. Ambassador will also be
disqualified in the event it takes any of the following actions, each a
material breach of the Ambassador Terms:
Makes any representations or warranties on behalf of KBC,
other than the ones contained in KBC’s marketing and promotional information;
Fails to comply with any of the Ambassador Terms;
Promotes KBC Products through unsolicited or spam
emails or otherwise violates any Laws regulating electronic communications;
Engages in, promotes, or contributes to, or creates a
platform for, the publishing, hosting, or promotion of sexually explicit
materials, scantily clad images or video, violence, discrimination based on
race, sex, religion, nationality, disability, sexual orientation, or age, or of
any content that is unlawful, harmful, threatening, defamatory, obscene,
harassing or otherwise objectionable to KBC in KBC’s sole discretion;
Transmits messages or images inconsistent with the positive
images and/ or goodwill with which KBC wishes to associate;
Engages in, promotes, or contributes to any activity,
software, or materials that may divert commissions from other participants in
the Program;
Engages in, promotes, or contributes to any illegal activity
or violates KBC’s or any third party’s legal rights, and/ or intellectual
property rights;
Engages in “spam” advertising, sends unsolicited commercial
email, posts commercial messages to any forum that prohibits such messages, or
engages in any other advertising or marketing practices that are deceptive,
misleading, fraudulent, or otherwise objectionable in KBC’s sole discretion.
You may not present KBC’s banners, images or videos as if they are Your own or
any other site’s (which is usually referred to as copyright or trademark
infringement, and is illegal) as it may cause a customer to opt-in thinking
they are signing up to receive KBC communications rather than Yours;
Posts any links to the KBC website or any other KBC platform
on Reddit.com or any sub-page, sub-domain, or sub-thread thereof;
Creates or links to a website that copies, resembles, has
the look and feel of or creates the impression that it is the KBC website or
any other platform of KBC;
Reads, intercepts, records, redirects, interpret or fills in
the contents of any electronic form or other materials submitted to KBC by any
person or entity;
Uses any promotional coupon or code that is not provided to
Ambassador by KBC for the Program, or runs an ad with any of KBC’s URLs
offering brand ambassador commissions;
Sells or re-sells any of the KBC Products, or offers a
cash incentive or discount on KBC Products as a means of promotion; or
Takes any action (or fail to take an action), that is deemed
to be unsuitable to KBC, in its sole discretion.
Rights of KBC. KBC 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, KBC shall not be liable
to You for any commissions for such fraudulent sales.
Independent Contractor. By entering into the Ambassador
Terms, You agree that:
You are customarily engaged in an independent business
providing marketing and brand ambassador services and are not an employee of KBC.
Therefore, You are not entitled to any benefits provided by KBC to its
employees, including, without limitation, worker’s compensation benefits or
group insurance. Nothing in the Ambassador Terms should be construed to
create an employer-employee relationship or any other relationship other than
that of an independent contractor.
KBC will not have control or exercise direction over the
methods by which You perform the Services. You are responsible for creating
content and determining when Your Content will be shared, with the exception of
time-sensitive projects as identified by KBC.
You are responsible for Your own federal, state and local
income, social security, unemployment, sales, disability and any other
applicable local, state or federal taxes arising out of Your performance of
Services under the Ambassador Terms. If applicable, KBC will report amounts
paid to You by filing Form 1099-Misc. with the Internal Revenue Service, as
required by Laws.
You understand and agree that KBC will not withhold or make
payments for social security, unemployment insurance or disability insurance
contributions on Your behalf. You agree to indemnify and defend KBC 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
Services under the Ambassador Terms.
Payment.
Payment for Services. In consideration of the Promotional
Services and rights granted to KBC with respect to Content, Ambassador will be
compensated as follows:
A commission to be communicated to You in writing by KBC and
paid to You by Paypal based on customers’ use of Your unique promotional code
to buy KBC Your commission will be paid on a monthly basis in each month
in which Your commission is at least one hundred dollars ($100) (Your
commission will roll over to the next month(s) if $100 in commissions is not
reached in a given month);
Free KBC Products, at KBC’s discretion, the value and
amount of which shall be determined by KBC; and
The opportunity to participate in special events (including,
without limitation, expos, photo shoots, video shoots, and other special
projects) in which any compensation would be set forth in a separate written
agreement signed by You and KBC. KBC will strive to give priority to
Ambassadors for special events, although such invitations to participate cannot
be guaranteed.
Commissions will not be paid based on any sales or amounts
that are attributed to spam, credit card fraud, or returned KBC 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.
Ambassador commissions are counted and final numbers are
deemed final at the sole discretion and decision of KBC. KBC also reserves the
right to change the dates of the commission payout.
Ambassador should clearly advise followers/ customers to use
the Ambassador’s promotional code to purchase KBC in order for Ambassador to
receive a commission.
While KBC makes every reasonable effort to accurately track
and pay commissions for all Ambassador sales, KBC 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 KBC’s
ability to track sales or pay commissions. KBC has the right to pay commissions
to any other person, in its discretion.
Intellectual Property. All KBC 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 “KBC Intellectual Property”) is the
property of KBC, and You will not use such KBC Intellectual Property except in
the form provided to You through the Program, and solely for the purpose and in
the manner specifically authorized by KBC.
Unless and only to the extent explicitly authorized by KBC,
You will not modify any KBC Intellectual Property or use any modified or
derivative version of any KBC Intellectual Property.
Unless and only to the extent explicitly authorized by KBC,
You will not purchase, use or register any domain name, or any social media
profile name, handle, or moniker, that comprises or incorporates any KBC
Intellectual Property or any variations, derivatives or misspellings thereof.
You will not publish, host, or promote any KBC Intellectual
Property or other material that misrepresents Your relationship with KBC or
implies that You are an official site, authorized dealer, or otherwise
specially connected with or sponsored by KBC. Without limiting the foregoing,
You will not publish, host, or promote any press releases, print advertising,
or co-branding items that reference KBC or make use of any KBC Intellectual
Property or any variations or derivatives thereof, except to the extent
expressly authorized by KBC.
You agree that any and all content, photos, videos,
verbiage, pictures, writings, other work product and/ or works of authorship
generated as part of the content or otherwise related to the work that You do
for KBC (collectively, the “Content”) shall be sole and exclusive property of KBC,
and You irrevocably assign to KBC all right, title and interest in any Content
that You create, or to which You contribute, including all intellectual
property rights contained therein. You acknowledge and agree that KBC is
expressly authorized to use Your name, likeness, voice, signature, photograph,
image, distinctive appearance, gestures or mannerisms as part of any Content,
such use will not constitute an infringement of any of Your rights, and all
Your rights relating to or embodied in any Content are hereby waived.
KBC may post any and all of the Content on social media
outlets (including but not limited to YouTube, Facebook, and Instagram) at its
discretion, in perpetuity, at no charge. You acknowledge and agree that all
Content was specially requested by KBC, and further agree that it shall be
considered a work made for hire within the meaning of the copyright laws of the
United States (together with any modifications, improvements or
enhancements). KBC may use and/or re-use the Content, alone or with other
material, in its sole discretion, without any obligation to give You any
ownership, credit or remuneration.
Confidential Information. KBC may disclose to You
confidential or proprietary information and trade secrets from time to time
(collectively, “Confidential Information”). KBC’s Confidential
Information includes, without limitation, all non-public or proprietary
information and KBC Intellectual Property, including, but not limited to
specifications, ingredients and other proprietary information relating to the KBC,
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 KBC is (and will remain) the sole and
exclusive owner of all right, title and interest in and to the Confidential
Information, and all KBC Intellectual Property. You further agree that
You will not, and will cause any employees and other agents to not, use KBC’s
Confidential Information for the benefit of anyone other than KBC. You
agree not to use KBC’s Confidential Information for any purpose except in the
performance of Your obligations under the Ambassador Terms.
Term; Termination. The term of the Ambassador Terms shall
begin upon submission of Your application and continue until termination.
The Ambassador Terms may be terminated by KBC immediately at any time, with or
without cause, upon KBC’s written notice to You; and by You upon thirty (30)
days written notice by You to KBC. 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.
Third Parties. KBC recognizes that, as an independent
contractor, You are available to perform services for entities other than KBC.
You agree to notify KBC 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 KBC if and when You are engaged to
perform substantially similar services with respect to a competing brand of
products.
Indemnity. You will at all times defend, indemnify and hold
harmless KBC (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 KBC as set
forth in this Section shall include reimbursement of any and all legal fees and
related costs and expenses incurred by KBC in connection with any such claim.
Limitation of Liability. KBC 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 KBC HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THE AMBASSADOR TERMS, IN NO EVENT SHALL KBC’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.
Disclaimer. KBC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS
OR WARRANTIES REGARDING KBC’S WEBSITE(s) OR ANY OTHER WEBSITES MAINTAINED AND
OPERATED BY KBC OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE
OFFERED BY KBC, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
IN ADDITION, KBC MAKES NO REPRESENTATION THAT THE OPERATION OF ANY KBC WEBSITE
WILL BE UNINTERRUPTED OR ERROR-FREE, AND KBC IS NOT LIABLE FOR THE CONSEQUENCES
OF ANY INTERRUPTIONS OR ERRORS.
Modification. KBC 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.
Miscellaneous. The Ambassador Terms contain the entire
agreement with respect to Your independent contractor relationship with KBC,
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
California (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 California, 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 Los Angeles, the State of California,
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 KBC, 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. KBC agrees to pay all fees, costs, or other charges unique
to arbitration including, but not limited to, the arbitrator’s fees.
Otherwise, KBC 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 KBC. 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.
