This Ambassador Agreement (the "Agreement") is dated as of the day you opt-in to the click-wrap “I agree” on the Ambassador Portal (“Effective Date”) between GEAR FOOL (the “Brand”), Wooly Inc. doing business as Roster Technologies (“Roster”), and yourself (the “Ambassador”), an individual (each a “Party” and may be referred to collectively as “Parties”). The Brand and the Ambassador agree:
- Nature of Relationship. You agree to act as an Ambassador for the Brand to promote products, services, and/or events and recognize Roster as an administrator of the Ambassador Program. In exchange, you will receive product, discounts or other compensation as offered through Ambassador campaigns.
- Relationship. The Brand engages the Ambassador as an Independent Contractor on a non-exclusive, non-employee basis to endorse and promote its services to a target audience through the Roster platform. The Parties shall have no authority to contractually bind the other or make decisions on the other Party’s behalf. As an Ambassador you are governed by the Terms of Service and Privacy Policies for the Brand and Roster.
- Term. This Agreement shall have an initial term of one year and automatically renew for additional one-year terms thereafter unless either party provides notice of its intention of nonrenewal. It may be terminated in writing any time, for any reason including but not limited to inactivity by the Ambassador, violating action guidelines, etc. by any Party with seven days written notice.
- Deliverables. The Ambassador will deliver the campaign content or posts on the agreed platforms according to the deliverables specified by the Brand via the Roster platform. The Services must abide by the rules of the relevant social media platforms, and may be subject to the Brand’s acceptance and approval.
- Rights You Grant Us. By posting or submitting content, including all types of media content or tasks, via the Roster Ambassador Portal, directly to the Brand or to any social media platform, you grant the Brand a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, transferable license to access, use, copy, publicly perform, digitally perform, publicly display or otherwise exhibit and distribute such content, and to transmit, sell, modify, create derivative works from and/or to incorporate such contributed content into other works in any form, medium or technology, commercial or otherwise, without further compensation to you or any third party. The Brand may, but is not obligated, to use your content.
- Representations and Warranties. The Ambassador represents and warrants to the Brand and Roster that (i) the Ambassador has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or the Ambassador’s undertaking this relationship with the Brand or Roster; (ii) all content (save and except any materials supplied by the Brand) will be the original work and creation of the Ambassador and will not infringe the rights (including without limitation, any intellectual property rights) of any third party; (iii) you will not contribute content that reveals any trade secret, unless you own or have permission to reveal it; (iv) that content will not contain libelous, defamatory, obscene, offensive, hateful, pornographic, abusive, harassing, or threatening material or references.
- Content Requirements and FTC Guidelines. The Ambassador is responsible to verify that campaign materials and content meet campaign requirements and FTC guidelines. Content should not reference any competitor product. When posting, Ambassador must clearly disclose any “material connection” with the Brand, including the fact any consideration provided for a particular campaign. The above disclosure should be clear and prominent and made in close proximity to any statements that Ambassador makes about the Brand’s products or services. Ambassador’s statements should always reflect factual, honest, and truthful opinions and actual experiences. You are solely responsible for any content submitted and may be held legally liable for damages caused to any third party.
- Campaign Details & Collateral. The Brand shall provide the necessary content and briefing materials to enable the Ambassador to perform the services. Unless otherwise specified, the Ambassador shall be solely responsible for all costs associated with creating content.
- Compensation. In full consideration of the Ambassador’s performance, his / her obligations and the rights granted herein, the Ambassador shall receive product, services or other compensation as detailed in the campaign. The Ambassador acknowledges that the agreed upon compensation represents the entire compensation with respect to this agreement and the Brand and/or Roster shall have no other obligation for any other compensation, expenses or costs incurred by the Ambassador.
- Confidentiality. The Ambassador agrees to hold in strictest confidence, and not to use or disclose without written authorization, any Confidential Information received from the Brand and/or Roster. “Confidential Information” means any proprietary information (including third party information), technical data, trade secrets or know-how, including but not limited to: illustrations, product plans, products, services, customer or Ambassador names, and other business information disclosed by the Brand either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.
- Independent Contractor. The Ambassador acknowledges and agrees that you are acting as an independent contractor. The Ambassador shall be responsible for the manner and form by which they perform this contract, and the payment of all costs and taxes associated with it.
- Cancellation. Any Party may terminate this agreement upon breach of the other Parties with or without cause upon seven days prior written notice. In addition to any right or remedy available to the Brand or Roster under this agreement or applicable law, the Brand may instruct the Ambassador to return products or collateral, cease all promotional activities, or make clarifying statements, and the Ambassador shall immediately comply. The provisions relating to Termination, Indemnification and Rights You Grant Us of the Terms shall survive expiration or termination.
- Indemnification. The Ambassador agrees to indemnify, defend and hold harmless the Brand and Roster against any and all claims and losses arising out of or relating to the services performed by the Ambassador under this Agreement or the representations and warranties made pursuant to Section 6 hereof. Ambassador’s obligations shall survive termination, for any reason, of this Agreement. You shall promptly notify the Brand and/or Roster of any action against the Brand or Roster.
- Miscellaneous. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to its conflict of laws provisions; (ii) No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance; (iii) If one or more of the provisions in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing.
Action Guidelines for Ambassadors
Please read the Action's instructions carefully before submitting to ensure your content is thoughtful, high-quality, and useful. In addition:
- Be authentic. Do not re-use content from previous Actions or Campaigns, or submit content not created by you.
- Be respectful. This community is based on trust. Please follow the honor system so that we can all enjoy the experience.
- Be honest. Submissions should always reflect factual, honest, and truthful opinions and actual experiences.
- Be smart. You are solely responsible for any content submitted and may be held legally liable for damages caused to any third party.
- Be appropriate. Do not submit content that is vulgar, sexual, offensive, violent, or dangerous.