|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
This Ambassador Agreement ("Agreement") is between Of an Origin (Ethico Brands LLC). its successors, assigns, and licensees (“Company”), and the ambassador/influencer/affiliate named on Exhibit A hereto (“Ambassador”). Company and Ambassador may individually be referred to as a “Party” and collectively as the “Parties.” In consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Responsibilities: (i) Ambassador shall use unique Refersion links to drive customers to Company site in a manner that does not reflect adversely on the Company or mislead visitors; (ii) use reasonable efforts to ensure the Refersion Links work on the Ambassador Site and channels, and that any visitor who clicks on the Link will be connected to the Company Website; (iii) refer new, unique and, legitimate customers.
Nature of relationship: Nothing in this agreement creates any employment, independent contractor, or agency relationship between the Ambassador and the Company. Neither party may enter into contracts, assume or create any liability or make agreements of any kind for, in the name of, or on behalf of, the other party.
Any Customer that follows the Ambassador Link to the Company Website, upon arrival and use of the Company Website, will be deemed to be a customer of the Company. Accordingly, the Company will be responsible for all aspects of order processing and fulfillment of the Company Products. All Company rules, prices, policies, and operating procedures will apply to sales of Company Products made under this agreement.
The Company expressly reserves the right to add, delete, or modify its products and services and prices at any time. The Company also expressly reserves the right to reject any order.
Compensation. Company shall pay the Ambassador a commission on any Paid Order made through Refersion Links during the term of this agreement. "Paid Order" means an order for which the Company has received and processed payment, less the cost of returns and charge backs the Company incurs on any of the Affiliate's referred customer orders.
Calculation of Commission. The Company shall pay the Ambassador agreed upon % of net revenue generated by Paid Orders for the purchase of a Company Product by referred to via Ambassador’s Refersion Links.
Termination. Company may terminate this Agreement in the event of a material breach of any term of this Agreement by Ambassador that remains unremedied after five (5) business days’ written notice. In the event of such termination, the Ambassador shall return any disputed commissions in breach of terms.
Term. This Agreement commences on the Effective Date for one year, and will renew unless terminated pursuant to the terms hereof (the “Term”). Either party may terminate this agreement at any time.
Territory. United States; worldwide with respect to internet and social media usage only (“Territory”)
Indemnification. Ambassador agrees that it shall indemnify and hold Company and its officers, directors, employees, attorneys, customers and agents (the “Company Indemnified Parties”) harmless from and against any and all third-party claims, losses, liabilities, damages, fines, penalties, expenses and costs (including reasonable outside attorney's fees and court costs) incurred by the Company Indemnified Parties caused by Ambassador’s breach or alleged breach of any representations, warranties, obligations or agreements set forth in this Agreement or resulting from gross negligence or intentionally tortious acts or omissions.
Grant of Rights. Company shall have the right to use the Ambassador’s name in a press release related to the Event, and shall have the additional rights in and to any Work Product as described in Exhibit A. Furthermore, it is hereby acknowledged that due to editorial decisions beyond Company’s control, media organizations may use materials produced in connection with this Agreement. Ambassador hereby waives any and all claims (including claims for additional compensation) against Company in connection with such unauthorized third party uses. Company grants to Ambassador a temporary license to use the Company name and trademarks as may be necessary to perform the Services but only in compliance with the Agreement.
Ambassador has read and will fully comply with the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) when talking or writing about Company or Company’s products. Further, and without limitation, Ambassador: (i) will clearly and conspicuously disclose Ambassador’s true identity and that Ambassador has received compensation, product and/or other incentive items from Company proximate to any mention by Ambassador of Company or Company’s products; (ii) will not make any false, misleading or deceptive statement and will not make any product performance or attribute claims about Company products (Ambassador may express opinions, but will not make factual claims about the products); (iii) will ensure that all of Ambassador’s statements accurately reflect only Ambassador’s honest, current opinions and beliefs based on Ambassador’s personal experience; (iv) will not purport to speak on behalf of Company; and (v) will maintain Ambassador’s social media channels and activities related to the Services in a manner appropriate for a family audience and will not be rude or abusive.
Bidding on Company branded keywords. Ambassador shall not engage in the purchasing of or bidding on branded keywords or variations of branded keywords.
Behavior. Ambassador agrees not to depict Company or any of Company’s products in a manner that is inconsistent with Company’s instructions or in a manner that is demonstrably derogatory or detrimental to Company’s brands, name, reputation; or (ii) do or commit any act or thing that demonstrably subjects Ambassador to widespread public hatred, contempt, scorn, ridicule, or disrepute, or that demonstrably injures, tarnishes, damages or otherwise negatively affects the reputation and goodwill associated with Company.
No Injunctive Relief. Any remedies Ambassador may have against Company in connection with this Agreement shall be limited to the right to seek to recover damages, if any, in an action at law, and Ambassador hereby waives any right or remedy in equity, including without limitation the right to seek injunctive relief.
Miscellaneous. This Agreement shall be construed, interpreted and governed by the laws of the State of Illinois without regard to any principles of conflicts of law, and shall be subject to the jurisdiction of Illinois state and federal courts, to which the Parties hereby agree to submit any controversy arising hereunder or relating hereto. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in DuPage County, Illinois.
Of an Origin (Ethico Brands LLC) (“Company”) can potentially be held legally liable if Ambassadors fail to disclose their relationship with Company, and any consideration given to them, or make false, atypical or unsubstantiated claims. Company is providing these Company Ambassador Guidelines (the “Ambassador Guidelines” or “Guidelines”) to you so you understand your obligations when you share Company content or otherwise promote Company or the products or services of Company.
II. RULES & AMBASSADOR GUIDELINES:
Endorsement and Testimonial Guides. The FTC has published the Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Guides”), located at www.ftc.gov/bcp/guides/endorse.htm. You must comply with the Guides, and all other applicable laws and regulations for all communications made on behalf of Company. For more information, watch the FTC’s video guidance for bloggers on how to comply with the Guides: https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing/endorsements and follow the guidance at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking.
Accordingly, when creating or publishing a social media post on behalf of Company, or otherwise endorsing the Company Companies or the products and services of the Company Companies in other types of media, you must always:
Disclose Your Relationship with Company. Clearly and conspicuously disclose that you have a connection with Company (e.g., you are a paid Ambassador or receive free product/gifts) the nature of the relationship and if applicable, that you have received something of value (e.g., you hold an equity interest in Company and/or you received payment from Company). You must make these disclosures whether you are providing Company publicity orally or in writing. For certain social media venues, like Twitter, you can use short-form disclosures that have been pre-approved by Company such as “ADVERTISEMENT” and “SPONSORED”. For venues that don’t have space constraints, the form of disclosure should explain what you have received from Company and your relationship to the company:
Respect IP of third parties. Do not post any information or content that may infringe any intellectual property (IP) or other right of any third party. Company requires you to have the proper permissions in order to post the names, trademarks, logos, images, photographs, videos, music, artwork, writings, text and all other materials of third parties. If you are using any third party content, confirm that you have the right to use all materials before you post or otherwise use them. When posting comments or content online, respect the rights of others.
Special Legal Considerations for Data Collection:
It is your obligation to comply with the Children’s Online Privacy Protection Act (“COPPA”). To ensure compliance, you are not permitted to collect personal information (“PII”) (e.g., email address, home address, full name, photos, videos and persistent identifiers) online from children under thirteen (13) years of age, without obtain their parent’s verifiable consent (as specifically required by COPPA). If your social media activities seek to collect PII and you know you are likely to be engaging with children, you must notify Company immediately.
Customer support information
Communications Regarding Our Products & Services
We will send you email notifications and email newsletters occasionally with offers, announcements, suggestions and other information. Some notifications are communications relating to us and our Products and Services. You may “opt-out” from receiving such communications by following the “Unsubscribe” instructions provided in the email.
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If you purchase Products, we may send you communications regarding the status of your purchase. We may also send communications providing customer support or responses to questions regarding the operation of the Services. Generally, you may not opt out of such emails.
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We share your Personal Information with service providers to help us provide our services and fulfill our contracts with you, as described above. For example:
As described above, we use your Personal Information to provide you with targeted advertisements or marketing communications we believe may be of interest to you. For example:
For more information about how targeted advertising works, you can visit the Network Advertising Initiative’s (“NAI”) educational page at http://www.networkadvertising.org/understanding-online-advertising/how-does-it-work.
You can opt out of targeted advertising by:
Additionally, you can opt out of some of these services by visiting the Digital Advertising Alliance’s opt-out portal at: http://optout.aboutads.info/.
We use your personal Information to provide our services to you, which includes: offering products for sale, processing payments, shipping and fulfillment of your order, and keeping you up to date on new products, services, and offers.
Pursuant to the General Data Protection Regulation (“GDPR”), if you are a resident of the European Economic Area (“EEA”), we process your personal information under the following lawful bases:
When you place an order through the Site, we will retain your Personal Information for our records unless and until you ask us to erase this information. For more information on your right of erasure, please see the ‘Your rights’ section below.
If you are a resident of the EEA, you have the right to object to processing based solely on automated decision-making (which includes profiling), when that decision-making has a legal effect on you or otherwise significantly affects you.
We DO NOT engage in fully automated decision-making that has a legal or otherwise significant effect using customer data.
Our processor Shopify uses limited automated decision-making to prevent fraud that does not have a legal or otherwise significant effect on you.
Services that include elements of automated decision-making include:
If you are a resident of the EEA, you have the right to access the Personal Information we hold about you, to port it to a new service, and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below
Your Personal Information will be initially processed in Ireland and then will be transferred outside of Europe for storage and further processing, including to Canada and the United States. For more information on how data transfers comply with the GDPR, see Shopify’s GDPR Whitepaper: https://help.shopify.com/en/manual/your-account/privacy/GDPR.
If you are a resident of California, you have the right to access the Personal Information we hold about you (also known as the ‘Right to Know’), and to ask that your Personal Information be corrected, updated, or erased. If you would like to exercise these rights, please contact us through the contact information below.
If you would like to designate an authorized agent to submit these requests on your behalf, please contact us at the address below.
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The length of time that a cookie remains on your computer or mobile device depends on whether it is a “persistent” or “session” cookie. Session cookies last until you stop browsing and persistent cookies last until they expire or are deleted. Most of the cookies we use are persistent and will expire between 30 minutes and two years from the date they are downloaded to your device.
You can control and manage cookies in various ways. Please keep in mind that removing or blocking cookies can negatively impact your user experience and parts of our website may no longer be fully accessible.
Most browsers automatically accept cookies, but you can choose whether or not to accept cookies through your browser controls, often found in your browser’s “Tools” or “Preferences” menu. For more information on how to modify your browser settings or how to block, manage or filter cookies can be found in your browser’s help file or through such sites as www.allaboutcookies.org.
Additionally, please note that blocking cookies may not completely prevent how we share information with third parties such as our advertising partners. To exercise your rights or opt-out of certain uses of your information by these parties, please follow the instructions in the “Behavioral Advertising” section above.
For more information about our privacy practices, if you have questions, or if you would like to make a complaint, please contact us by e-mail at [email protected]
Last updated: March 16, 2021
If you are not satisfied with our response to your complaint, you have the right to lodge your complaint with the relevant data protection authority. You can contact your local data protection authority, or supervisory authority here: