Influencer Terms and Conditions
These Terms and Conditions (this “Agreement”) are between Joe Grooming, Inc., a Delaware corporation (“Joe Grooming”), and you, or, if you represent an entity or other organization, that entity or organization (in either case “Influencer” or “you”), and provide the terms and conditions under which Influencer may participate in the Program (the “Services”) to Joe Grooming. The effective date of this Agreement (the “Effective Date”) shall be the date that Influencer has clicked through acceptance of the terms of this Agreement.
Influencer’s access to the Joe Grooming Media Technology (as defined below) and Influencer’s provision of Services to Joe Grooming will be provided subject to the terms of this Agreement and the Program Details, and if Influencer wishes to use any Joe Grooming Media Technology, Influencer may do so only in compliance with the terms of this Agreement.
Without limiting the foregoing, Influencer must be over the age of 18 and meet any of the other qualifications included in this Agreement to use the Joe Grooming Media Technology or to provide Services, you represent that you are at least 18.
You may access the Joe Grooming Media Technology and provide Services solely for lawful purposes and only in accordance with the terms of this Agreement. Joe Grooming reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Joe Grooming Media Technology (or any portion thereof), or your right to provide Services, with or without notice.
PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING ON THE “ACCEPT” BUTTON BELOW OR BY OTHERWISE ACCEPTING THIS AGREEMENT OR ACCESSING OR USING JOE GROOMING MEDIA TECHNOLOGY OR PROVIDING SERVICES, INFLUENCER ACKNOWLEDGES HAVING READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH YOU FIRST CLICK THE “ACCEPT” BUTTON, OTHERWISE ACCEPT THIS AGREEMENT, OR ACCESS OR USE THE JOE GROOMING MEDIA TECHNOLOGY OR PROVIDE SERVICES.
1. DEFINITIONS. All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.
“Content Platform” means all or any portion of a website (including blogs, webpages, and profiles or accounts on social media sites) containing written, video or photographic commentary, news or discussion on one or more particular topics and that includes any Influencer Content.
“Confidential Information” means all information, including but not limited to the material terms of this Agreement, relating to or disclosed in the course of performing under this Agreement which is or should be reasonably understood to be confidential or proprietary to Joe Grooming, its subsidiaries and affiliated companies and/or Joe Grooming’s licensors, licensees, and business partners.
“Influencer Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content created or provided by Influencer pursuant to Program Details.
“IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.
“Link(s)” means computer code, including, but not limited to, tracking links (such as bit.ly), provided by Joe Grooming from time to time for inclusion in the Content Platform or the Influencer Content, as the case may be.
“Program” means the specific program more fully described in the Program Details.
“Program Details” means the specific details provided to Influencer by Joe Grooming, including, but not limited to, compensation, Program dates, branding guidelines, and general and specific Influencer responsibilities.
“Joe Grooming Media Technology” means the Joe Grooming Links, and all additional software, hardware and other technology used by or on behalf of Joe Grooming to provide products, services, advertising and promotions to its customers.
2. SERVICES. During the term of this Agreement, Joe Grooming may provide Program Details to Influencer from time to time. If Influencer accepts the Program Details, Influencer will provide Joe Grooming with the Services as more specifically described in the applicable Program Details. Influencer will be solely responsible for the performance of the Services and hosting, maintenance and operation of Influencer’s Content Platform provided that Influencer agrees to embed the Joe Grooming Links in Influencer’s Content Platform. Influencer agrees to make any Influencer Content produced with respect to such Program Details publicly available in accordance with the timing set forth in the Program Details (if any), which timing may be revised by Joe Grooming from time to time at its sole discretion.
Influencer is solely responsible for moderating any submission, comments, responses or other feedback (“Submissions”) from any third party in response to any of Influencer’s Content Platform, and agrees that Joe Grooming shall have no responsibility for moderating any Submissions. Influencer agrees to promptly remove any Submissions or Influencer Content from an Influencer Content Platform upon Joe Grooming’s request.
3. OWNERSHIP. Except as expressly provided in the Program Details, all Influencer Content, Submissions and all IPR therein or related thereto, are owned by Joe Grooming. Influencer hereby acknowledges and agrees that Joe Grooming may display on the Joe Grooming Media Technology, analyze, and share Influencer Content, Submissions and IPR with Joe Grooming customers and/or audience. Influencer hereby assigns any and all right title and interest it has in and to all Influencer Content, Submissions and all IPR therein or related thereto to Joe Grooming.
4. LICENSE. The Joe Grooming Media Technology, and all technology, code, and IPR therein or related thereto, is owned by Joe Grooming or its licensors. During the term of this Agreement, Joe Grooming hereby grants to Influencer a non-exclusive, non-transferable, personal, revocable license to, during the term of each applicable Program Detail, to use the Joe Grooming Media Technology as necessary for Influencer to perform Influencer’s applicable obligations under the Program Detail.
Except as permitted pursuant to this Agreement, Influencer may not, and will not permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Joe Grooming Media Technology; (b) sublicense, distribute, sell, or otherwise transfer the Joe Grooming Media Technology (or the access thereto) to any third party; (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Joe Grooming Media Technology; (d) interfere in any manner with the operation of the Joe Grooming Media Technology or attempt to gain unauthorized access to the Joe Grooming Media Technology; (e) remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Joe Grooming Media Technology; (f) remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Joe Grooming Media Technology; or (g) display or otherwise use any Influencer Content or Submissions in any manner (including without limitation to generate revenue for Influencer) other than as set forth in the applicable Program Details.
Influencer is prohibited from posting or transmitting any Influencer Content or any other material or information that: (a) is in violation of any applicable law or regulation; (b) infringes upon the copyright, trademark, trade secret, or other intellectual property rights of others; (c) violates the privacy, publicity, or other personal rights of others, (d) is defamatory, obscene, threatening, abusive or hateful; (e) contains any viruses, corrupted files, or similar software; (f) falsifies or deletes any author attributions or other similar notices or proprietary designations; or (g) otherwise violates any applicable code of conduct or other guideline that is applicable to such material.
Influencer is also prohibited from violating or attempting to violate the security of the Joe Grooming Media Technology. More specifically, Influencer is prohibited from doing any of the following: (i) accessing data not intended for Influencer or logging into a server or account that Influencer is not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measure; (iii) attempting to interfere with the Joe Grooming Media Technology, including submitting a virus, overloading, "flooding", "spamming", "mail bombing" or "crashing"; or (iv) forging any TCP/IP packet header or any part of the header information in any message or posting. Violations of any applicable law, regulation, or our system or network security may result in civil or criminal liabilities. Joe Grooming reserves the right to investigate such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
5. REPRESENTATIONS AND WARRANTIES. Influencer represents, warrants, covenants and agrees that: (a) it has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon Influencer and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which Influencer is a party or by which Influencer is bound; (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement; and (e) it has full power and authority to grant and/or assign Joe Grooming all right title and interest in and to any IPRs.
Influencer represents, warrants, covenants and that: (a) Influencer is the original author and sole owner of the Influencer Content or that for all Influencer Content, Influencer has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content; (b) no Influencer Content created or obtained by Influencer shall infringe on or violate any IPR or applicable laws, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission; (c) no Influencer Content delivered or posted by Influencer hereunder shall contain any profanity, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material; (d) Influencer Content may not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information, (e) Influencer will comply with all laws, rules, and regulations applicable to Influencer in its performance under the Program Details; (f) no Program Detail will conflict with, result in a breach of, or constitute a default under any other agreement to which Influencer is a party or by which Influencer is bound and (g) Influencer is not and has not engaged in the past in any strategies to grow Influencer’s number of followers or levels of user engagement that would reasonably be characterized as “inorganic”, including, but not limited to: (i) acquiring fake followers, (ii) engaging bots to follow, like and comment on Influencer Content, or (iii) offering monetary payment or other compensation to users for engaging with Influencer Content or following Influencer’s accounts at scale.
EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THE JOE GROOMING MEDIA TECHNOLOGY AND THE PROGRAM DETAILS ARE PROVIDED “AS IS” AND JOE GROOMING DISCLAIMS, AND INFLUENCER DISCLAIMS ANY RELIANCE ON THE JOE GROOMING MEDIA TECHNOLOGY AND PROGRAM DETAILS, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, EXCEPT FOR UNAUTHORIZED USE AND/OR DISCLOSURE OF CONFIDENTIAL INFORMATION, UNDER NO CIRCUMSTANCES SHALL JOE GROOMING, BE LIABLE TO INFLUENCER OR TO ANY OTHER PERSON OR ENTITY FOR AN AMOUNT OF DAMAGES IN EXCESS OF THE FEES PAID TO INFLUENCER PURSUANT TO THE PROGRAM DETAIL. ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING, JOE GROOMING WILL NOT BE LIABLE TO THE OTHER OR ANY OTHER PERSON OR ENTITY FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. FEES, PAYMENT, TAXES.
Fees. Influencer agrees that the compensation described in the Program Details (the “Fees”) represent Influencer’s entire compensation for all Services and Influencer shall not be entitled to reimbursement for any expenses.
8.1 Payment. Provided that Influencer is in compliance with this Agreement, Joe Grooming will pay all Fees in accordance with the applicable payment terms, conditions and rates outlined in the Program Details.
8.2 Taxes. Influencer shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Influencer shall be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees. Joe Grooming will not be responsible to Influencer or any governing body for any taxes relating to amounts that Influencer receives hereunder including but not limited to federal or state income tax, social security tax, or unemployment tax. Influencer shall bear any and all costs, and shall indemnify Joe Grooming against the same, including, without limitation, penalties, interest and attorneys’ fees. Joe Grooming shall be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Influencer shall reasonably cooperate with any such contest.
9. TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time and for any reason (or no reason) by written notice to the other party.
Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. The paragraphs of this Agreement titled “Ownership,” “Representations and Warranties,” “Term and Termination,” “Indemnification,” “Confidentiality,” “Governing Law, Venue,” “Notices,” and “Miscellaneous” will survive any expiration or termination of this Agreement, as well as any provisions that ought reasonably be construed to survive such termination or expiration.
10. INDEMNIFICATION. Influencer agrees to indemnify, defend, and hold harmless Joe Grooming and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any breach of Influencer’s representations or warranties under this Agreement. Influencer further agrees to indemnify, defend, and hold harmless Joe Grooming and its their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) arising out of resulting from: (a) any breach by Influencer of this Agreement; (c) the Program; or (d) any negligent or wrongful acts takes by Influencer or any of Influencer’s principals, agents, affiliates, or representatives.
11. CONFIDENTIALITY. Influencer acknowledges that in the course of utilizing the Joe Grooming Media Technology and/or performing the Services, Influencer may acquire certain Confidential Information. Influencer shall not: (a) disclose such Confidential Information to any third party without the prior written consent of Joe Grooming, (b) will notify Joe Grooming if Influencer becomes aware of any breach of confidentiality in any manner whether through (i) Influencer’s negligence, acts or omissions, or (ii) computer virus, or theft of Influencer’s computer or login information; or (c) use the Confidential Information for any purpose other than to carry out the Services contemplated hereunder. Influencer acknowledges that misuse or disclosure of any Confidential Information by Influencer will give rise to irreparable injury to Joe Grooming or the owner of such information, which is inadequately compensable in damages. Accordingly, Joe Grooming or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies, without the requirement to first obtain a bond.
12. GOVERNING LAW; VENUE. This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida without regard to principles of conflicts of laws. Any legal action proceeding relating to this Agreement or the Services shall be brought exclusively in the State or Federal courts located in the State of Florida. Each Party hereby agrees to submit to the jurisdiction of, and agrees that venue is proper in, those courts in any such legal action or proceeding.
13. CHANGES. Joe Grooming reserves the right to change any of the terms and conditions contained in this Agreement, the Program Details, or any policy or guideline hereunder or referenced herein, at any time and in its sole discretion. When Joe Grooming makes changes, Joe Grooming will revise the “last updated” date at the top of this Agreement. Any changes will be effective immediately upon posting by Joe Grooming. Influencer’s continued access or use of the Joe Grooming Media Technology or providing Services following the posting of changes will constitute Influencer’s acceptance of such changes. To the extent that any modification to this Agreement is deemed invalid or ineffective, for any reason, the terms and conditions of this Agreement as in effect immediately prior to such modification shall remain in effect and shall be controlling.
14. NOTICES. For notices that are directed to Influencer under this Agreement, Joe Grooming may give notice by means of any of the following: (a) a general notice posted on Joe Grooming’s website located at joegrooming.com or any of its sub-domains; (b) by electronic mail to Influencer’s e-mail address on record in Joe Grooming’s account information; or (c) by written communication sent by first class mail or pre-paid post to your address listed in Joe Grooming’s account information. All notices to be delivered by Influencer to Joe Grooming shall be in writing and shall be delivered by electronic mail to Joe Grooming at the following address: [email protected]
Either Joe Grooming, on one hand, or Influencer, on the other hand, may update its contact information for receiving notices by providing written notice of such update to the other party in the manner provided in this paragraph. A notice delivered electronically hereunder will be deemed to have been delivered on the date and time of the signed receipt or confirmation of delivery or transmission thereof, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. eastern time on a business day, in which case such notice will be deemed to have been received on the next succeeding business day. A notice delivered by first class mail or pre-paid post will be deemed to have been given three (3) business days after mailing or posting.
15.1 Assignment. Neither this Agreement nor any rights or obligations of Influencer hereunder may be assigned or transferred by Influencer (in whole or in part and including by sale, merger, change in control or ownership of securities, or operation of law) without the prior written approval of Joe Grooming. Any assignment in violation of the foregoing will be null and void. Joe Grooming may freely assign this Agreement or any of its rights hereunder.
15.2 Independent contractors. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Joe Grooming may reference Influencer as a provider of Services and use Influencer’s name, likeness and logo, as applicable, in listings of influencers appearing on Joe Grooming’s website and for other marketing and promotional purposes.
Program Details: Ambassador
These Program Details and the Influencer Terms and Conditions describe the Services to be provided to Joe Grooming at the commission rates listed in Exhibit A which is hereby incorporated by reference. Capitalized terms not otherwise defined in these Program Details shall have the meaning ascribed to them in the Influencer Terms and Conditions.
2. Websites. Our websites located at www.joegrooming.com
are referred to as the “Joe Grooming Sites.” Any site that you use to participate in the Ambassador Program is referred to as an Influencer Content Platform, which is defined in the Influencer Terms and Conditions.
3. Promotion of our Ambassador relationship. As an Ambassador, we will make available to you the Joe Grooming Media Technology which, subject to the terms of this Agreement you may display and use on relevant areas of the Influencer Content Platform.
4. Utilization and Display of the Joe Grooming Media Technology. In utilizing the Joe Grooming Media Technology, you agree that you will cooperate fully with us in order to establish and maintain the Joe Grooming Media Technology. In order to permit accurate tracking and reporting, you will be responsible for ensuring that the Joe Grooming Media Technology is properly formatted on the Influencer Content Platform. You agree that you will maintain the integrity of the Joe Grooming Media Technology, that you shall not alter or modify the Joe Grooming Media Technology in any way, including the destination URL, that you shall post the Joe Grooming Media Technology in its entirety, including but not limited to posting all relevant terms and conditions and/or restrictions, and that you will only use the Joe Grooming Media Technology as expressly set forth in this Agreement to participate in our Program. If we determine that you have altered or modified the Joe Grooming Media Technology, we may instruct and require that you to take certain corrective action. Failure to take such corrective action as instructed by us could result in your termination from the Program. In addition, we reserve the right to request changes to the location of Joe Grooming Links on the Influencer Content Platform.
5. FTC Disclosure Requirements. You shall include a disclosure statement within any Influencer Content Platform where the Joe Grooming Media Technology is posted as an endorsement or review, and where it is not clear that the Joe Grooming Media Technology is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure (e.g. disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
6. Commissions. As an authorized Ambassador in the Program, you are entitled to earn commissions. We have the right, in our sole discretion, to monitor the Influencer Content Platform at any time to determine if you are in compliance with the terms of this Agreement.
Payment of commissions shall be made by us in accordance with the terms of this Agreement and our current Program Offer (see Exhibit A) in effect at the time of the completion of the Qualifying Transaction, which is defined below.
Sales of our products will qualify for a commission when all of the following conditions are met:
A. Products are sold by us.
B. Products are purchased by users linking to the Joe Grooming Sites for which you are recognized as an Ambassador.
C. Products have been delivered by us.
D. We have received full payment for the products.
E. The Influencer Content Platform has been approved by us for inclusion in the Program.
Commission rates shall be as set forth by our current Program Offer (see Exhibit A). Rates may change from time to time at our sole discretion with seven (7) days prior notice to you.
7. Commission Tracking and Payment Process. Ambassadors are assigned a unique Joe Grooming Link (“Your Link’) and they are also assigned a unique promotion code (“Your Code”). These unique identifiers track all sales associated with the assigned Ambassador.
Your Code when used for any sale via a Joe Grooming Site or Your Link, will provide a pre-determined promotional discount. These discounts are set and managed solely by us.
All online purchases made via either Your Link or via a Joe Grooming Site using Your Code will trigger a qualifying commission payment to the assigned Ambassador.
All commission payments will be made within 30 days of the conditions in Section 6 above being met and deposited directly into the assigned Ambassadors associated Paypal account.
8. Reversal. We reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner. Violations of our practice and policy of open communication include:
• You are not forthcoming, are intentionally vague or are found to be lying.
• You are not responsive within a reasonable time period and after we’ve made multiple attempts to contact you through contact information listed in your network profile.
• You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof.
If we determine (in our sole discretion) that any of the above apply, then we reserve the absolute right to reverse orders, and/or suspend you from the Program.
9. Reports. As an Ambassador, you will be able to check your sales statistics through your associated Joe Grooming portal. You are responsible for maintaining the privacy of the data in your portal through the use of a personalized password. Your portal contains sales statistics, payment records and personal data including your name, email address, phone number and Paypal account information as needed to make commission payments to you. All information accessible via your portal shall be deemed our Confidential Information.
10. Policies and pricing. Customers purchasing our products through the Program will be deemed our customers. All rules, policies, terms, and conditions and operating procedures concerning customer orders, customer service, and our product sales will apply to those customers. We may change our policies and operating procedures, including pricing, at any time. We will solely determine the prices to be charged for our products sold under the Program in accordance with our own pricing policies. You may not include price information on the Influencer Content Program unless pricing information is made available on Links we provide. Prices and availability of our products may vary from time to time. We will use commercially reasonable efforts to present accurate information.
11. Limited License. We grant you a limited non-exclusive, non-transferable, revocable right to: 1) access the Joe Grooming Sites for which Your Site is an Ambassador through the Joe Grooming Media Technology solely in accordance with the terms of this Agreement; and 2) to use our name, marks and logos only in the forms that they appear on the Joe Grooming Sites (the "Marks") (or such other images or messages for which we grant prior express written consent, hereafter "Pre-approved Images") solely in connection with the Joe Grooming Media Technology and only as permitted herein. You may not alter, modify, or change the Marks or Pre-approved Images or message in any way. You are only entitled to use the Marks to the extent that you are an Ambassador in good standing of the Program, as determined in our sole discretion.
• You cannot make any use of any Marks or any Pre-approved Images for purposes other than through the Joe Grooming Media Technology without first submitting a sample to us and obtaining our prior written consent. You agree that you will not in any way dispute, or do anything to impair the validity of our rights in our Marks, our ownership thereof and right to use and control the use of our Marks in any manner whatsoever. You further agree that all use of our Marks by you shall inure to our benefit and on behalf of us and agree that nothing in this Agreement shall give you any right, title or interest in our Marks other than to use the Marks solely in connection with this Agreement. You agree not to use the Marks in any manner that is disparaging or that otherwise portrays us in a negative light. We may revoke your Agreement at any time. This agreement shall terminate upon the effective date of the expiration or termination of this Agreement.
• Except as explicitly set forth in this Agreement, you cannot create, publish, distribute, or permit any material or press release that makes reference to us or uses our name or any of our Marks without first submitting such material to us and receiving our express prior written consent.
• You grant us a non-exclusive license to utilize your names, titles, marks and logos ("Ambassador Marks") to advertise, market, promote, and/or publicize in any manner, provided however that we shall not be required to do so. This license shall terminate upon the effective date of the expiration or termination of this Agreement.
• You agree that, unless you have obtained our express prior written approval as to use and content, you will not send or arrange for the sending of any email that includes any of our materials, that includes links to Joe Grooming Sites, or that uses any of our Marks.
12. Social Media. Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:
• You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use Your Links on your own Facebook, Twitter, etc. pages. For example: You may post, “30% off sale at Joe Groming. with code ‘ABC’. Restrictions apply.”
• You ARE PROHIBITED from posting Your Links on any of Joe Grooming’s Facebook, Twitter, Instagram, Pinterest, etc. company pages in an attempt to turn those Links into Ambassador sales.
• You ARE PROHIBITED from running Facebook ads that include use of the Joe Grooming company name or any Joe Grooming Mark.
• You ARE PROHIBITED from creating a social media account that includes the use of the Joe Grooming company name or any Joe Grooming Mark.
• You ARE PROHIBITED from tagging Joe Grooming brands to your social posts to show up on Joe Grooming brand walls/pages.
13. Obligations Regarding The Influencer Content Platform. You hereby agree that the Influencer Content Platform will not, in any way, copy or resemble the look and feel of the Joe Grooming Sites nor will you do anything to create the impression that the Influencer Content Platform is any of the Joe Grooming Sites or a part of the Joe Grooming Sites. You also hereby agree that the Influencer Content Platform will not frame any of the Joe Grooming Sites in any manner or contain any content of the Joe Grooming Sites or any materials which are proprietary to us except with our express prior written permission.
i. You will not use, purchase or otherwise incorporate the words "JOEGROOMING.COM," ”JOEGROOMING," or variations or misspellings thereof in the domain name(s) of the Influencer Content Platform on any meta tags of web pages comprising or available on the Influencer Content Platform, or in advertising or searchable keywords in any search engine, portal, sponsored advertising service or other search or referral service, including but not limited to, Google and Overture and any other PFP provider;
ii. You will not modify or alter any Joe Grooming Sites in any way; and The Influencer Content Platform will not "scrape" or "spider" the Joe Grooming Sites or any other website for content (such as images, logos and text); furthermore, upon our request, you shall immediately remove from the Influencer Content Platform any Link to the Joe Grooming Sites which is displayed on a page which we, in our sole discretion, deem objectionable.
iii. You will not target any of Joe Grooming’s existing audience or customer base through any advertising or paid marketing.
14. Term and Termination of Program. The term of this Program will begin upon our acceptance of your Ambassador Application and will end immediately after the notification period, if any, when terminated by either party. Joe Grooming may terminate the Program at any time: (a) without cause, by giving you 7 days prior written notice of termination; and (b) immediately with cause. If Joe Grooming terminates this Agreement or notifies you of a breach by you, you shall be required to remove all Links within one (1) business day. You are only eligible to earn commission on sales shipped during the term. We may extend any new transactions for one additional month to ensure all transactions are valid.
September 1, 2018
Joe Grooming Ambassador Program: Commission and Program Promotion Rates Commission Rules and Rates
• Ambassadors earn 20% Commission of the online customer purchase price.
• Commission calculations are effected by the application of promotional discount codes assigned to Your Code.
Currently, Your Code extends a 20% purchase discount to the online customer. These discount rates may vary from time to time at the discretion of Joe Grooming.