HUM Nutrition Brand Ambassador Terms & Conditions
PLEASE REVIEW THESE BRAND AMBASSADOR TERMS AND CONDITIONS (“BRAND AMBASSADOR TERMS”) CAREFULLY BEFORE ACCEPTING TO BECOME A HUM NUTRITION BRAND AMBASSADOR! THESE BRAND AMBASSADOR TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN THE INDIVIDUAL IDENTIFIED AS THE BRAND AMBASSADOR DURING THE APPLICATION PROCESS (“YOU” OR “AMBASSADOR”) AND HUM NUTRITION, INC. (“HUM NUTRITION”, “WE”, “US”, OR “OUR”) AND GOVERNS YOUR PARTICIPATION IN HUM NUTRITION’S BRAND AMBASSADOR PROGRAM (“PROGRAM”). YOU AND HUM NUTRITION MAY BE REFERRED TO INDIVIDUALLY AS A “PARTY” OR TOGETHER AS THE “PARTIES”.
BY ACCEPTING THESE BRAND AMBASSADOR TERMS AND/OR PARTICIPATING IN THE PROGRAM, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS AND CONDITIONS OF THESE BRAND AMBASSADOR TERMS. 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 HUM NUTRITION AND YOUR PARTICIPATION IN THE PROGRAM WILL BE IMMEDIATELY TERMINATED.
HUM Nutrition reserves the right to modify the terms and conditions of these Brand Ambassador Terms and any Terms relating to the Program that we make publicly available, effective upon publication of an updated version of these Brand Ambassador Terms or such other Terms, as applicable. You are responsible for regularly reviewing these Brand Ambassador Terms and such other Terms. If you do not agree to any of the changes you may not participate in the Program. Continued participation in the Program after any such changes shall constitute your consent to and acceptance of such changes.
By accepting these Brand Ambassador Terms and participating in the Program, Ambassador agrees as follows:
If selected by HUM Nutrition, you will become a brand ambassador for the HUM Nutrition brand and for the products offered and sold by HUM Nutrition (“Products”). Your performance as a HUM Nutrition ambassador is subject to these Brand Ambassador Terms, and any separate agreement HUM Nutrition may require you to execute as well as any HUM Nutrition’s Terms and Conditions for the HUM Nutrition website, Privacy Policy, and other policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Terms”).
ELIGIBILITY
To become a HUM Nutrition brand ambassador, you must meet the following eligibility criteria and complete an application:
- You have read, understand, and agree to be bound by the Terms;
- You are eighteen (18) years of age or older;
- You have read all Product warning labels and guidelines;
- You have no medical condition that prevents you from taking any of the Products;
- You maintain and actively use your own personal an account on at least one form of social media, including Facebook, Instagram, Twitter, Pinterest, Snapchat, Pinterest and YouTube, which have been approved by HUM Nutrition (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts”;
- You are in good standing with the Federal Trade Commission (the “FTC”); and
- You are in compliance with all FTC guidelines, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and the terms and conditions of these Terms.
HUM Nutrition will review your application and notify you in writing if you have been selected to participate in the Program. Ambassadors are selected at HUM Nutrition’s sole discretion based on a number of factors, including without limitation, geographic reach, brand fit, number of social media followers, presence on social media platforms, and nature of social media posts. HUM Nutrition reserves the unconditional right to accept or deny any brand ambassador who applies to be to a HUM Nutrition brand ambassador.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AMBASSADOR
Ambassador represents and warrants that:
- Ambassador has the power and authority to enter into these Terms;
- Ambassador is not a party to any agreement or subject to any law that restricts Ambassador’s performance of Ambassador’s obligations hereunder;
- Ambassador possesses all legal authorizations, permits and licenses necessary for the conduct of Ambassador’s obligations hereunder;
- Ambassador has the right to assign the Content (as defined herein) to HUM Nutrition, as further set forth herein and, the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person; and
- Ambassador covenants and agrees as further provided herein, to market, promote and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances.
ENGAGEMENT AND CONTENT
In exchange for the commission described herein, as well as certain 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 HUM Nutrition brand and any HUM Nutrition Products and/ services on your Accounts (the “Services”), subject to the terms and conditions contained herein.
Ambassador shall perform the following Services:
- Create and post photo and video content promoting HUM Nutrition’s brand, HUM Nutrition’s Products and/or services and/or any related campaign as HUM Nutrition may request from time to time (“Content”). For avoidance of any doubt, Content shall include any and all content, photos, videos, pictures, writings, or any other work product that Ambassador creates as part of the Services or otherwise related to the work Ambassador does for HUM Nutrition.
- Share and promote your unique promo link or promo code (the “Promo Code”) to encourage your followers to purchase HUM Nutrition Products.
- Communicate, network and/ or collaborate with other social media influencers and brand ambassadors, HUM Nutrition’s social media followers and customers, and any other individuals requested by HUM Nutrition, to promote the HUM Nutrition Products.
- Promptly respond to communications from HUM Nutrition representatives in text, email, phone or any other form.
- Participate in educational and training programs presented.
- If requested by HUM Nutrition, attend events.When you post Content, you represent that you are the original creator of all such content and have obtained at your expense all third-party rights, licenses, clearances, authorizations, permissions and releases (collectively, “Releases”) necessary for the content to be publicly displayed, publicly performed, or otherwise used by or on behalf of HUM Nutrition as permitted herein. For the avoidance of doubt, such Releases shall include those Releases necessary to obtain and use any still imagery, footage or other work of authorship included within or embodied by any content (including any synchronization, publishing, public performance or other rights) and to use all creative elements, appearances, and all third-party materials comprising, embodied by, appearing in, or otherwise displayed as part of any content, including stock footage, artwork, trademarks, service marks, rights of privacy or publicity and indicia of identity, literary materials and music.
HUM Nutrition does not claim ownership of your Content or Communications. However, by creating and posting Content or Communications, Ambassador agrees that HUM Nutrition may post, re-post, embed, upload, and otherwise re-use any of your Content or Communications at any time, without compensation other than what is provided in the Terms. Further, you hereby grant HUM Nutrition a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license, without any additional approval or consideration, to (i) use, reproduce, publicly perform, publicly display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any HUM Nutrition-related or Product-related Content or Communications that you make or otherwise submit to HUM Nutrition and (ii) use, distribute, publicly perform, and publicly display your name, image, likeness and biographical information in connection with your Content and/or Communications in any way, at any time, in any and all media, including for use in advertising and marketing.
You acknowledge and agree that you are responsible for:
- Any and all activity undertaken in connection with your participation in the Program;
- Ensuring at all times, compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms or applications, including by making disclosures in accordance with the FTC’s Guides as further provided herein, in rendering the Services and each applicable campaign;
- Conducting yourself at all times with the highest degree of professionalism, providing the Services with commercially reasonable skill and care in a competent and professional manner, behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with HUM Nutrition, its staff, customers, followers and representatives;
- Presenting and demonstrating HUM Nutrition Products in a truthful, honest and sincere manner;
- Not engaging in any activity or action that may damage or be harmful to the reputation, goodwill or interest of HUM Nutrition, any of HUM Nutrition’s Products and/or services or, any of its associates, employees, directors, officers, agents, partners or affiliates and will not commit any act which brings HUM Nutrition into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of HUM Nutrition’s competitors or the general community to which HUM Nutrition’s advertising materials are directed, or which might tend to harm HUM Nutrition or any of HUM Nutrition’s Products and/or services including, without limitation, disparaging HUM Nutrition or any of HUM Nutrition’s Products and/or services;
- Not using HUM Nutrition’s name, or any trademarks, copyrighted materials, or other HUM Nutrition Intellectual Property of HUM Nutrition in any advertising, social media, or in literature other than material published by HUM Nutrition, without first obtaining the express written permission of HUM Nutrition; and
- Complying with all Terms.
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 HUM Nutrition, ineligible to participate in the Program. Ambassador will then be disqualified from receiving any commission, recognition, communication or compensation from HUM Nutrition. Ambassador will also be terminated in the event Ambassador takes any of the following actions, each of which constitutes a material breach of the Terms:
- Makes any representations or warranties on behalf of HUM Nutrition, other than the ones contained in HUM Nutrition’s marketing and promotional information (under no circumstances should Ambassador make any unsubstantiated claims, including but not limited to claims that the HUM Nutrition Products are intended to diagnose, treat, cure or prevent any disease);
- Fails to comply with any of the Terms;
- Promotes HUM Nutrition Products through unsolicited or spam emails or otherwise violates any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
- Engages in, promotes, links 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, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to HUM Nutrition in HUM Nutrition’s sole discretion;
- Transmits messages or images inconsistent with the positive images and/ or good will with which HUM Nutrition 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 HUM Nutrition’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, false, fraudulent, or otherwise objectionable in HUM Nutrition’s sole discretion;
- Generates or sends any email messages using or containing HUM Nutrition’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without HUM Nutrition’s express prior written permission;
- Uses HUM Nutrition’s banners, brand name, logos, trademarks, likeness, images, and videos, on its own website(s), thus creating market and customer confusion;
- Creates or links to a website that copies, resembles, has the look and feel of or creates the impression that it is the HUM Nutrition website or any other platform of HUM Nutrition;
- Reads, intercepts, records, redirects, interprets or fills in the contents of any electronic form or other materials submitted to HUM Nutrition by any person or entity;
- Uses any promotional coupon or code that is not provided to Ambassador by HUM Nutrition for the Program, or runs any ad with any of HUM Nutrition’s URLs offering brand ambassador commissions;
- Sells or re-sells any of the HUM Nutrition Products, or offers a cash incentive or discount on HUM Nutrition Products as a means of promotion;
- Uses own credit card to purchase Products for a customer or another brand ambassador, or places a product order using someone else’s credit card without the credit card owner’s written permission;
- Engages in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of Ambassador’s followers, “likes” or other indicators of Ambassador’s audience or reach on any applicable Approved Media;
- Creates more than one (1) unique Promo Code to fraudulently inflate commissions;
- Modifies price information regarding HUM Nutrition’s Products or offers on Ambassador’s own website;
- Creates, links to or hosts any type of shopping cart between HUM Nutrition’s website and Ambassador’s own website; or
- Takes any action (or fail to take an action), that is deemed to be unsuitable to HUM Nutrition, in its sole discretion.
HUM Nutrition 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. HUM Nutrition has the right to monitor Ambassador’s Accounts at all times to ensure compliance with the Terms. HUM Nutrition may notify you of any changes to your Content or Accounts that HUM Nutrition feels should be made. Without limitation to HUM Nutrition’s rights as stated herein, HUM Nutrition may terminate your participation in the Program if you do not make any changes to Your Account or Content that HUM Nutrition feels are necessary or appropriate. HUM Nutrition reserves the right to terminate your participation in the Program immediately and without notice to you should HUM Nutrition suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, HUM Nutrition 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 HUM Nutrition 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 HUM Nutrition” (such as #sponsored) or an “advertisement” (such as #ad) or that Ambassador is an ambassador of HUM Nutrition (such as #HUMNutrition_partner)). Such disclosure must be made in close proximity to any statements that Ambassador makes about HUM Nutrition or HUM Nutrition’s Products and must comply with any instructions or directions provided by HUM Nutrition and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising – https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform, including with respect to disclosures necessary to clearly and conspicuously indicate to consumers that you received consideration in exchange therefor.
This disclosure should be clear and prominent enough for users 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 language. In addition, the user 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. You agree to promptly edit (or take down) any posts as may be requested by HUM Nutrition.
Note that while HUM Nutrition may provide required disclosures and recommended promotional verbiage, HUM Nutrition 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.
COMMISSIONS
In consideration of the Services provided by Ambassador and the rights granted to HUM Nutrition with respect to the Content, as further provided herein, Ambassador will be compensated as follows:
- 20% commission on all Net Revenues, where . ”Net Revenues” means gross revenues received by HUM Nutrition generated from the sale of Products to third parties who purchase such Products using your Promo Code, less taxes, discounts, refunds, and credit card processing fees.
Commissions will be paid out on a monthly basis. Commissions are paid on or around the 15th of every month via PayPal Mass Pay for the previous month’s sales. You will be able to track commissions and payout via your ambassador dashboard.
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 HUM Nutrition’s 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 HUM Nutrition. HUM Nutrition 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 HUM Nutrition Products in order for Ambassador to receive commission. While HUM Nutrition makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, HUM Nutrition 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 HUM Nutrition’s ability to track sales or pay commissions. HUM Nutrition 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. HUM Nutrition 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 HUM Nutrition DASHBOARD. As a condition of an Ambassador who resides in the United States receiving commissions from HUM Nutrition, the Ambassador must complete the Ambassador account sign-up process. They must also submit a completed W-9 form via their Affiliate-Ambassador dashboard once they have earned US$600.
TRADEMARK LICENSE
HUM Nutrition grants to you, during your participation as an Ambassador in the Program, and subject to your compliance with the terms and conditions herein, a limited, revocable, non-exclusive license to display and use the HUM Nutrition trademark and logo (collectively, the “HUM Nutrition Marks”), in the form made available by HUM Nutrition, solely in connection with your Services (the “License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without HUM Nutrition’s prior written permission, which it may withhold in its sole discretion.
You acknowledge that HUM Nutrition is the owner and licensor of the HUM Nutrition Marks, and that your use of the HUM Nutrition Marks will confer no additional interest in or ownership of the HUM Nutrition Marks in you but rather inures to the benefit of HUM Nutrition. You further acknowledge that any and all content displaying the HUM Nutrition Marks must be of sufficiently high quality to retain the value of and protect the HUM Nutrition Marks and the goodwill they represent. You understand and agree that HUM Nutrition shall have all rights of approval that are necessary to achieve this result, including without limitation the right to review and approve or reject content on or in connection with which the HUM Nutrition Marks are used.
You will:
(i) Upon request, promptly provide to HUM Nutrition representative samples of content on or in connection with which you use the HUM Nutrition Marks;
(ii) Make any edits to the use of HUM Nutrition Marks as may be requested by HUM Nutrition; and
(iii) Cease use of any HUM Nutrition Mark immediately upon receipt of written notice from HUM Nutrition to do so.
Except for the limited License expressly granted hereunder, no other license is granted by HUM Nutrition to you, no other use of the HUM Nutrition Marks is permitted and HUM Nutrition (and its licensors) shall retain all right, title and interest in and to the Ambassador Program and the HUM Nutrition Marks (including all intellectual property and proprietary rights embodied therein). You agree not to take any action inconsistent with such title and ownership.
Further, HUM Nutrition and its licensors retain all ownership rights in their Products as well as their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“HUM Nutrition Platforms”). Ambassador agrees not to:
- copy, rent, lease, sell, distribute, or create derivative works based on the HUM Nutrition Platforms in whole or in part, by any means, except as expressly authorized in writing by HUM Nutrition;
- use any HUM Nutrition Intellectual Property without prior written permission;
- use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the HUM Nutrition Platforms or systems;
- use the HUM Nutrition Platforms in any manner that damages, disables, overburdens, or impairs any of HUM Nutrition’s websites or interferes with any other party’s use of the HUM Nutrition Platforms;
- attempt to gain unauthorized access (or exceed any authorized access) to the HUM Nutrition Platforms;
- access the HUM Nutrition Platforms other than through the HUM Nutrition interface; or
- use the HUM Nutrition Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE HUM Nutrition PLATFORMS AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, HUM Nutrition DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE HUM Nutrition PLATFORMS AND PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TERM AND TERMINATION
The term of these Ambassador Program Terms shall begin upon HUM Nutrition’s acceptance of you as a brand ambassador and will end when terminated by either Party in writing (the “Term”). The Ambassador Program Terms may be terminated by HUM Nutrition immediately at any time, with or without cause, upon HUM Nutrition’s written notice to Ambassador; and by Ambassador upon thirty (30) days’ written notice by Ambassador to HUM Nutrition. In the event of cancellation or termination by Ambassador for any reason or by HUM Nutrition for a breach by Ambassador, in addition to the termination rights hereunder, HUM Nutrition shall be entitled to recover all costs (including attorney’s fees) in the enforcement of HUM Nutrition’s rights hereunder and, if Ambassador shall have been paid in advance, HUM Nutrition 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. HUM Nutrition may terminate these Ambassador Program Terms and all other Terms and other agreements between HUM Nutrition and you (and/or other brand ambassadors) if HUM Nutrition elects to cease business operations, dissolve HUM Nutrition 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 HUM Nutrition.
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.
HUM Nutrition may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). HUM Nutrition’s Confidential Information includes, without limitation, all non-public or proprietary information and HUM Nutrition Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the HUM Nutrition 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 HUM Nutrition is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all HUM Nutrition Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use HUM Nutrition’s Confidential Information for the benefit of anyone other than HUM Nutrition. You agree not to use HUM Nutrition’s 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 HUM Nutrition’s Intellectual Property would cause substantial and irreparable harm and injury to HUM Nutrition’s 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, HUM Nutrition shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
INDEPENDENT CONTRACTOR
In providing the Services to HUM Nutrition, you acknowledge and agree that your relationship with HUM Nutrition is 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 HUM Nutrition. 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 HUM Nutrition will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend HUM Nutrition 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.
As a condition of an Affiliate-Ambassador who resides in the United States receiving cash commissions from HUM Nutrition, the Affiliate-Ambassador must complete the Affiliate-Ambassador account sign-up process. They must also submit a completed W-9 form via their Affiliate-Ambassador dashboard once they have earned US$600, and subsequent payments will not be made until this is completed.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. Ambassador agrees to at all times defend, indemnify and hold harmless HUM Nutrition (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 (iii) your Content and Communications; and/ or (iv) 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 HUM Nutrition as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by HUM Nutrition in connection with any such claim.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HUM Nutrition 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 HUM Nutrition’s 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. HUM Nutrition MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING HUM Nutrition’s WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY HUM Nutrition OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY HUM Nutrition, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, HUM Nutrition MAKES NO REPRESENTATION THAT THE OPERATION OF ANY HUM Nutrition WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND HUM Nutrition IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
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EMAIL AND TEXT COMMUNICATIONS. E-mail communications and text messages sent from us or through us are designed to make your participation in the Program more efficient. By becoming an ambassador, you specifically agree to accept and consent to receiving e-mail communications and text messages initiated from us or through us, which include, without limitation: message notification e-mails and e-mails informing you of promotions we run and of new and existing features we provide. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
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DISPUTE RESOLUTION. Any dispute arising from or in connection with these Brand Ambassador Terms will be resolved in accordance with the dispute resolution process set forth in the Terms and Conditions for the HUM Nutrition website.
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GENERAL.
These Brand Ambassador Terms shall be governed by the laws of the State of California without regard to choice of law principles.
Given the unique nature of the Services to be provided by you hereunder, you may not assign, transfer, or delegate any rights, duties or obligations under these Brand Ambassador Terms to any person or entity, in whole or in part.
HUM Nutrition may assign or transfer these Brand Ambassador Terms or all of its rights and obligations under this Agreement without consent to a successor-in-interest as a result of a merger or consolidation or in connection with the sale or transfer of all or substantially all of it business or assets to which this Agreement relates.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
These Brand Ambassador Terms, together with the other Terms, set forth the entire understanding and agreement between you and HUM Nutrition with respect to the subject matter hereof. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. No changes or modifications can be made to the Terms without a written amendment signed by both Parties.
