Brand Ambassador Program - Terms & Conditions
Effective Date: April 6, 2022
Use of Your Comments, Photos and Videos: We love to see all your comments, photos, and videos. By submitting or uploading your story, comment, photo or video of you (“Your Content”) on our wall or page, you are authorizing Survival Frog to use, publish, and otherwise reproduce, modify and distribute Your Content with or without your name in perpetuity, worldwide in any and all Survival Frog related media for any lawful purpose. These uses may include, but are not limited to, information, education, promotion or advertising of Survival Frog or its products via the Internet, web sites, mobile apps, and social media. If individuals other than you appear in the photo or video, you must have permission to use the photo or video from the individuals (or their parent’s or legal guardian’s permission if a minor).
Full Terms and Conditions:
If you have any questions, please don't hesitate to let us know. For quickest results please email us at firstname.lastname@example.org. You can also reach us via phone at 1-800-773-7737.
HIGHLIGHTS OF SURVIVAL FROG BRAND AMBASSADOR PROGRAM
- Free Monthly Gear (See Section 6)
- Free Buyer’s Club Membership (See Section 6)
- Advertising (with branded terms) on search networks (Google, Bing, Yahoo, YouTube, Amazon, etc.) is NOT allowed (See section 8.2.1)
- Brand Ambassadors DO NOT receive monetary compensation (See Section 6)
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SURVIVAL FROG, LLC.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an Ambassador in Survival Frog’s Ambassador Program. Please note that throughout this Agreement, "we," "us," and "our" refer to Survival Frog, and "you," "your," and "yours" refer to the Ambassador.
2.1. To begin the enrollment process, you will complete and submit the online application at this Brand Ambassador Form Link. We review each application for approval. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.3. Promotes illegal activities
2.1.4. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.5. Includes misspellings thereof in its domain name
2.1.6. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.7. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Survival Frog or any other Ambassadors business.
2.1.8 Survival Frog reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.1.9 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
Survival Frog Rights and Obligations
3.1. We have the right to monitor your posts at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your posts that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Survival Frog Ambassador Program.
3.2. This Agreement will begin upon our acceptance of your Ambassador application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of email to email@example.com. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Survival Frog’s Ambassador Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Survival Frog's Ambassador Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6.1 Ambassadors may receive free products only if they continue to post and share our products.
6.2 Free Buyer’s Club memberships will be included AFTER the Brand Ambassadors first post. We reserve the right to terminate this membership at any time.
6.3 Survival Frog Brand Ambassadors DO NOT receive any forms of monetary compensation for their participation in the program.
8.1. You are free to promote your own web sites and social media platforms, but naturally any promotion that mentions Survival Frog could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Survival Frog. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Survival Frog so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Survival Frog so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Survival Frog. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Survival Frog Ambassador Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2.1 Pay-Per-Click campaigns on search platforms (Google, Amazon, YouTube, Bing, Yahoo, etc.) on brand keywords such as Survival Frog, Frog & CO, etc. and/or any misspellings or similar alterations of these brand names – be it separately or in combination with other keywords – are not allowed and will be considered trademark violations, and will be banned from Survival Frog’s Ambassador Program. We will do everything possible to contact the Ambassador prior to the ban. However, we reserve the right to expel any trademark violator from our Ambassador program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Ambassadors are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Survival Frog’s Ambassador Program. You agree that all uses of the Licensed Materials will be on behalf of Survival Frog and the good will associated therewith will insure to the sole benefit of Survival Frog.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.
9.3 When you transmit, upload, post, e-mail, share, distribute, reproduce or otherwise make available suggestions, ideas, inquiries, feedback, data, text, software, music, sound, photographs, graphics, images, videos, messages or other materials on this Site or on any of our third party social media platforms such as Facebook, Instagram or other social media pages where we promote our products and services, in any manner (“User Content”), you are entirely responsible for such User Content. You hereby grant to us a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit, and otherwise exploit such User Content throughout the world, in all media now known or hereafter developed, for any purpose whatsoever, including without limitation, developing, manufacturing, distributing and marketing products.
9.4 You represent and warrant that you own or otherwise control the rights to your User Content. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content that (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) you do not have a right to make available under any law or under contractual or fiduciary relationships; (c) is known by you to be false, fraudulent, inaccurate or misleading; (d) you were compensated for or granted any consideration by any third party; or (e) infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party.
9.5 We are in no way responsible for examining or evaluating User Content, nor do we assume any responsibility or liability for the User Content. We do not endorse or control the User Content transmitted or posted on the Site and therefore, we do not guarantee the accuracy, integrity or quality of User Content. You understand that by using the Site, you may be exposed to User Content that is offensive, indecent or objectionable to you. Under no circumstances will we be liable in any way for any User Content, including without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed or otherwise made available via the Site. You hereby waive all rights to any claims against us for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution in connection with User Content.
9.6 You acknowledge that we have the right (but not the obligation) in our sole discretion to refuse to post or remove any User Content and we reserve the right to change, condense, or delete any User Content. Without limiting the generality of the foregoing or any other provision of these Terms, we have the right to remove any User Content that violates these Terms or is otherwise objectionable and we reserve the right to refuse service and/or terminate accounts without prior notice for any users who violate these Terms or infringe the rights of others..
SURVIVAL FROG MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SURVIVAL FROG SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SURVIVAL FROG ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SURVIVAL FROG'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Survival Frog, and its subsidiaries and Ambassadors, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Ambassador trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.2. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona without regard to the conflicts of laws and principles thereof.
15.3. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.4. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.5. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.6. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
16.1. All Ambassadors (regardless of their country of domicile) MUST be in compliance with all applicable laws, regulations, and guidelines, including without limitation the Food and Drug Administration (“FDA”), Dietary Supplement Health Education Act of 1994 (“DSHEA”), Federal Trade Commission Act (“FTC Act”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Testimonials Guide”), the National Advertising Division decisions of the Better Business Bureau, and other federal and state consumer protection laws, regulations, and guidelines.
Standard Terms and Conditions for Survival Frog Sites
In addition to these User-Generated Websites Terms and Conditions, you agree to be bound by Survival Frog’s standard Terms and Conditions for its websites, as the same may be modified and updated from time to time, with respect to your use of User-Generated Websites.