|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
ORBIT BABY BRAND AMBASSADOR PROGRAM AGREEMENT
IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS ACTIONS.
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION.
This BRAND AMBASSADOR Program Agreement (the “Agreement”) is a legally binding contract between you (“Brand Ambassador”, “you”, or similar terms) and Orbit Global, INC. d/b/a/ (“Orbit Baby”, “us”, “we”, or similar terms) and applies to your participation in the Orbit Baby Brand Ambassador Program (the “Program”). Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. By registering for the Program, you agree to this Agreement.
1. Description of the Program
The Program permits you to monetize your social media user-generated content by placing on your social media profiles (“Your Profiles”) a personalized Brand Ambassador Unique Code (“your Unique Code, Code, Coupon Code"). When our customers purchase eligible goods from www.orbitbaby.com or www.orbitbabyusa.com (the “Orbit Baby Site(s)”) using Your Code you be eligible to receive a commission for “Qualifying Purchases”, as further described (and subject to the limitations in) Section 3 below.
We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs. If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.
You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our behalf.
You will ensure that the information in your Program application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
2. Eligibility to Participate in the Program & Prohibited Activities
You must be 18 years of age or older.
You must have an Instagram (or other social media) account.
You must have an active PayPal account.
You must comply with this Agreement to participate in the Program and to receive Commissions.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
When you post, you must clearly state the following, or any similar statement in your post that you are a “Orbit Baby Ambassador,” #OrbitBabyAmbassador, “#ad,”
You must use Orbit Baby hashtags and generic terms when tagging the content, not competitors' hashtags. (i.e.: #orbitbaby, #orbit, #strollers, #carseat, #OrbitBabyAmbassador etc.)
You must disclose his/her/their connection to the Brand clearly and conspicuously, and as otherwise explicitly required by the Brand herein.
Your product statements must reflect honest opinions and experiences.
You must be kind and respectful to all other Brand Ambassadors and people on posts.
Your Unique Code is for you to post solely in Your Profiles no one else's. Participation in the Program does not grant you any rights to sell Orbit Baby product at any events, stores, shows, websites of any kind.
You must not comment with your Unique Code on any Orbit Baby social media posts or channels (i.e. Instagram, Twitter, Facebook, YouTube, Pinterest, TikTok etc.), even if you see another Brand Ambassador doing.
You must not post your Unique Code in the comments of any posts from Orbit Baby accounts or stores who carry our products.
Do not post any content that violates or infringes the intellectual property rights of any third party.
You may not make deceptive or misleading claims about Brand’s products or services (or Brand’s competitors’ products or services).
Post must be in good taste and free of inappropriate language and/or any content that promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability, sexual orientation, or age.
You must not enter into any retail stores that sell Orbit Baby goods and share Your Code with customers.
DO NOT add Your Code to coupon sites, it’s cheating! We check these sites frequently and will terminate your ambassador account without hesitation.
Remember that the purpose of the program is to bring new customers to the brand and help spread the news on Orbit Baby.
Influencer shall familiarize himself/herself/theirself with and abide by the Federal Trade Commission’s (“FTC”):
Guides on the Use of Endorsements and Testimonials in Advertising, available at http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf,
The FTC’s Endorsement Guides: What People are Asking, available at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking,
3. Commissions and Qualified Purchases
Orbit Baby will give you a Unique Code to share with your friends and family or any potential new customers you meet. If this new customer uses your Unique Code, we will pay you a commission of 3% of the price paid by the customer and received by Orbit Baby, (net, before taxes and shipping), on all Qualified Purchases of products $300.00+ retail value (your “Commission”).
As a part of this Unique Code, Orbit Baby also gives your new customers using your Unique Code a $50.00 off credit on all Qualified Purchases of products $300.00+ (retail) net USD or above.
(For example, if a new customer uses your Unique Code to purchase a product $300.00+ in retail value, they can apply your code and receive a $50.00 discount and only pay $250 subtotal (before taxes, shipping, and fees) you will also receive $7.50 in commission in this example)
(Another example, if a customer uses your Unique Code to purchase a stroller system priced at USD$1,160.00 and your code provides the customer with a $50.00 discount, then once Orbit Baby receives that customer’s payment of USD$1,110.00 ($50.00 less the $1,160.00 price), you will be eligible to receive a 3% commission on the $1,110.00 amount, USD$33.00 commission.)
You will be assigned one Unique Code to share with everyone. This Unique Code will only work as a One-Time use code per new customers.
(For example, if a new customer uses your Unique Code for the purchase of a $1000.00 item. They will receive a $50.00 credit and will be charged $950.00 (before tax and shipping), and you will receive $28.50 commission. If this same customer tries to use the same code or another Ambassador code, they will not be offered a discount and no commission will be made.
A Qualified Purchase occurs when (i) a customer uses Your Code to purchase eligible goods from the Orbit Baby website; (ii) the customer’s payment is successfully processed. (iii) no return or exchange for lesser value is made (iv) Code is to be used as a one-time code per new customer
From time to time, we like to incentivize our Brand Ambassadors by offering increased commission rates for periods of time. For example, we may notify you that for a period of time all Brand Ambassadors will earn a 4% Commission on Qualifying Purchases.
Notwithstanding the foregoing, Qualifying Purchases are disqualified and no commission shall be due whenever (a) they occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program; (b) any purchases that occur after termination of your Agreement; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer who is referred to the Orbit Baby Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Orbit Baby”, or “Orbit Baby Strollers”, or any other Orbit Baby trademark (or variations or misspellings of any of those words, (e) any purchase by a customer who is referred to the Orbit Baby Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) any purchase by a customer who is referred to the Orbit Baby Site by a link that sends users indirectly to the Orbit Baby Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site; (f) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the Orbit Baby Site; or (g) any purchase that is not correctly tracked or reported because the your Code is not properly formatted or inserted in the Orbit Baby Site’s checkout process.
We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking and creating and distributing your Commissions. We may hold accrued Commissions for a reasonable period of time following any termination of this Agreement to ensure that the correct amount is paid.
We will pay Commissions in United States Dollars via PayPal approximately 7-30 days (about 1 and a half months) pending any payment, return or fraud issues. Any returns made by the customer and credits given back to the customer; Commission will be credited back to the ambassadors PayPal account. You receive payment in United States Dollars only. You are solely responsible for any PayPal fees, and any and all taxes. We are not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.
Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement or any other agreement between you and us.
You will be responsible for paying all your own taxes on commissions earned. You will be required to fill out a W-1099 form or applicable tax form if you earn $600 or more in commission in a tax year. We will follow all existing or new tax laws required and report all commissions to the government based on their requirements. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
5. Orbit Baby Customers
You acknowledge and agree that Orbit Baby’s customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Orbit Baby, you will state that those customers must follow contact directions on the Orbit Baby Site to address customer service issues.
You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program, including without limitation, your creation, maintenance, or operation of Your Profile(s) will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts, (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Orbit Baby Site; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Program is accurate and complete at all times.
We do not make any representation, warranty, or covenant regarding the amount of traffic or Commissions you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.
7. Identifying Yourself as an Orbit Baby Brand Ambassador
Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without Orbit Baby’s express prior written consent. You will not misrepresent or embellish your relationship with us (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
8. Term and Termination
The term of this Agreement will begin upon your submission of the application to join the Program. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination.
You can provide termination notice by visiting by emailing us at: [email protected]
In addition, we may terminate this Agreement or suspend your account immediately upon written email notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential brand damage, claims, false claims, or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (e) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (g) we have terminated the Program as we generally make it available to participants.
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive the termination of this Agreement. No termination of this Agreement will you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.
THE PROGRAM, THE ORBIT BABY SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE ORBIT BABY SITE, ANY COUPON CODES, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
10. Limitations on Liability
Orbit Baby’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR PROFILES (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.
12. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”). You and we both agree that prior to initiating any claim for arbitration or other legal proceeding, that you and we shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.
All Notices of Dispute to Orbit Baby shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express (or courier shipment outside of the U.S.) if such services actually provide proof of mailing, to:
Orbit Baby Legal
PO BOX 699
Ventura CA 93002
YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and Orbit Baby agree to resolve any claims relating to this Agreement through final and binding, arbitration.
WHAT IS ARBITRATION? Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this Section 12 is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
ARBITRATION PROCEDURES: The Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution provision. Arbitration shall be initiated through JAMS. Any dispute, controversy, or claim arising out of or relating to these Terms shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures in front of one arbitrator. If there is a conflict between JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement will govern.
The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267.
NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Orbit Baby in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
CHOICE OF LAW/FORUM SELECTION: In any circumstances where this Section 12 (Agreement to Arbitrate Disputes and Choice of Law) permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in the Southern District of California (Ventura County).
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Profiles, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection your participation will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.
No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts or God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program.
PERSONAL INFORMATION WE COLLECT
When you visit the Site, we automatically collect certain information about your device, including information about your web browser, IP address, time zone, and some of the cookies that are installed on your device. Additionally, as you browse the Site, we collect information about the individual web pages or products that you view, what websites or search terms referred you to the Site, and information about how you interact with the Site. We refer to this automatically-collected information as “Device Information.”
We collect Device Information using the following technologies:
- “Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. For more information about cookies, and how to disable cookies, visit http://www.allaboutcookies.org.
- “Log files” track actions occurring on the Site, and collect data including your IP address, browser type, Internet service provider, referring/exit pages, and date/time stamps.
- “Web beacons,” “tags,” and “pixels” are electronic files used to record information about how you browse the Site.
Additionally when you make a purchase or attempt to make a purchase through the Site, we collect certain information from you, including your name, billing address, shipping address, payment information (including credit card numbers, email address, and phone number. We refer to this information as “Order Information.”
HOW DO WE USE YOUR PERSONAL INFORMATION?
We use the Order Information that we collect generally to fulfill any orders placed through the Site (including processing your payment information, arranging for shipping, and providing you with invoices and/or order confirmations). Additionally, we use this Order Information to:
Communicate with you;
Screen our orders for potential risk or fraud; and
When in line with the preferences you have shared with us, provide you with information or advertising relating to our products or services.
We use the Device Information that we collect to help us screen for potential risk and fraud (in particular, your IP address), and more generally to improve and optimize our Site (for example, by generating analytics about how our customers browse and interact with the Site, and to assess the success of our marketing and advertising campaigns).
SHARING YOUR PERSONAL INFORMATION
We share your Personal Information with third parties to help us use your Personal Information, as described above. For example, we use Shopify to power our online store--you can read more about how Shopify uses your Personal Information here: https://www.shopify.com/legal/privacy. We also use Google Analytics to help us understand how our customers use the Site--you can read more about how Google uses your Personal Information here: https://www.google.com/intl/en/policies/privacy/. You can also opt-out of Google Analytics here: https://tools.google.com/dlpage/gaoptout.
Finally, we may also share your Personal Information to comply with applicable laws and regulations, to respond to a subpoena, search warrant or other lawful request for information we receive, or to otherwise protect our rights.
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 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:
FACEBOOK - https://www.facebook.com/settings/?tab=ads
GOOGLE - https://www.google.com/settings/ads/anonymous
BING - https://advertise.bingads.microsoft.com/en-us/resources/policies/personalized-ads
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/.
DO NOT TRACK
Please note that we do not alter our Site’s data collection and use practices when we see a Do Not Track signal from your browser.
If you are a European resident, you have the right to access personal information we hold about you and to ask that your personal information be corrected, updated, or deleted. If you would like to exercise this right, please contact us through the contact information below.
Additionally, if you are a European resident we note that we are processing your information in order to fulfill contracts we might have with you (for example if you make an order through the Site), or otherwise to pursue our legitimate business interests listed above. Additionally, please note that your information will be transferred outside of Europe, including to Canada and the United States.
When you place an order through the Site, we will maintain your Order Information for our records unless and until you ask us to delete this information.
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] or by mail using the details provided below:
PO Box 699, Ventura, CA, 93002, United States