These Brand Ambassador Program Terms (“Terms”) form the terms of the agreement (the “Agreement”) between you ("Ambassador" or “you”) and Rolus Beverages, Inc. (“Rolus,” we,” “our,” or “us”) that governs your participation, or attempts to participate, in our Brand Ambassador Program (the “Program”). By applying to participate in, or participating in, our Program, you agree to these Terms. If you do not agree to these Terms, you may not participate in the Program. Please read these Terms carefully.
1. Description of the Program. The Program allows certain selected Ambassadors to monetize their social media user-generated content, websites, mobile applications, or other online platforms (each a “Platform”), by placing links (“Rolus Links”) on the Platform to Rolus Beverages Sites (the “Rolus Site”). When Rolus customers click through Rolus Links to purchase an item sold on the Rolus Site (“Rolus Product”), you can receive commission income for qualifying purchases. Rolus may provide certain marketing materials and content (“Rolus Content”) to you to facilitate your advertisement of Rolus Products.
2. Eligibility Requirements. To participate in the Program, you must comply with these Terms and meet certain eligibility requirements, which include but are not limited to the following: (i) you must have, at a minimum, 500 followers on the applicable social media platforms designated by Rolus at the time of application; (ii) you must NOT be work for any competing hydration beverage, including as an affiliate marketer; (iii) you must have documented experience in affiliate or social media marketing; and (iv) you must have tried and enjoyed Rolus’ hydration beverages. In addition, you must have a valid bank or financial account suitable to receive payment of the commissions available to you. You may be required to submit documentation and information sufficient to verify your eligibility to participate in the Program or as reasonably requested by us in the facilitation of the Program.
Your application to participate in the Program will be evaluated by Rolus based on the above-mentioned criteria and other factors. Rolus has the sole and absolute authority to approve or reject your application to become an Ambassador and approve or deny your application for any lawful reason. Your participation in the Program is not guaranteed and Rolus may terminate your participation at any time in accordance with these Terms.
3. Compliance Requirements and Restrictions. You must comply with these Terms to participate in the Program. You must provide Rolus with requested information and documentation to verify compliance with these Terms.
3.1 Requirements. Without limiting the applicability of any other requirement or obligation in these Terms, you must comply with all of the following:
(a) You will prominently state, display, or otherwise communicate on your Platforms and other locations where you are approved to provide Rolus Links that you earn commissions from qualifying purchases of Rolus Products. Except for these required disclosures, and other than as required by applicable law, you will not make any public communication with respect to the Program or these Terms without our advance written permission.
(b) You will not misrepresent your relationship with Rolus including by expressing or implying that we support, sponsor, or endorse you.
(c) You will not place any Rolus Link in any advertisement or other content that you purchased through keyword or search term bidding or auctions and that contain our trademarks, brand names, or variations thereof (e.g., misspellings).
3.2 Restrictions. Your Platform(s) must be available to the public via the address(es) you provide in your application. In addition, your Platform(s) must:
(a) Contain original content that does not violate the intellectual property rights of third parties;
(b) NOT promote or contain: (i) sexually explicit content or materials; (ii) violence or violent content, including those that endorse or incite harmful acts or materials; (iii) false or misleading statements; (iv) defamatory, libelous, or slanderous statements; (v) statements or materials that are hateful, harassing, abusive, discriminatory, misogynistic; (vi) statements or materials that promote illegal conduct or activities; or (vii) content which would invade the privacy of another person.
(c) NOT be targeted toward children under 13 years of age, or minors between the ages of 13 and 18 where the collection of personal information from them is restricted by applicable laws or social media platform terms and policies. For the avoidance of doubt, your Platforms, and the personal data you collect through them, must be in compliance with any applicable laws, rules, regulations, codes of practice, industry standards, court or regulatory orders, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506).
Rolus will determine the suitability of your Platform at our sole discretion.
4. Customers and Privacy
4.1 Rolus Customers. Individuals who purchase Rolus Products, including those referred through you, are Rolus’ customers. You have no right to participate in the transactions between Rolus and our customers. All terms of sale of Rolus Products are between Rolus and its customer(s), not you.
4.2 Consumer Privacy. Rolus’ is an independent controller of all personal data (sometimes referred to as “personal information”) collected by Rolus in connection with the Program. By referring individual consumers to Rolus through the Program or otherwise, you represent and warrant that have the legal right, or that you have been authorized by the individual, to share the individual’s personal data with Rolus. For the avoidance of doubt, you and we both agree that all disclosures, transmissions, the making available of, or similar provision of personal data by you to Rolus in connection with the Program is at the direction of the individuals who click on the Rolus Links. Where required by law, you will provide advance notice to individuals, such as through your privacy policy or other required notices, that, by clicking through a Rolus Link, or otherwise interacting with a Rolus Site, the individual’s personal data may be collected by or shared with Rolus, and that you may receive a financial benefit for making any referral. Where required under applicable law, you will provide a link to Rolus’ current privacy policy located at https://rolus.com/pages/all-the-extras.
5. Warranties.
5.1 Your Warranties. You represent, warrant, and covenant that (a) you are lawfully able to enter into contracts, including the one formed between you and us pursuant to these Terms; (b) you will participate in the Program in accordance with this Agreement, (c) neither your participation in the Program nor your operation of your Platform will violate any applicable laws, rules, regulations, orders, licenses, or other requirements of any governmental authority that has jurisdiction over you, (d) you are not a subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are; (e) 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 (f) the information you provide in connection with the Program is accurate and complete at all times.
5.2 No Warranties Regarding Commissions. We do not make any representation, warranty, or covenant regarding the amount of traffic or commission income you can expect at any time in connection with the Program.
6. Commissions and Payment
6.1 Commissions. Subject to these Terms, we will pay you the commission amount specified for the applicable Rolus Product in connection with a Qualifying Purchase (defined below). Commission amounts are calculated based on the commission structure for the qualifying Rolus Product (which will be provided to you upon your approval as an Ambassador) and are based on the quantity of the qualifying Rolus Product purchased, or the amount of revenue received by Rolus for the Qualifying Purchase, less any taxes, shipping and processing fees, service charges, credits, rebates, or other applicable fees. Notwithstanding the foregoing, Qualifying Purchases may be disqualified in the event (a) of the cancellation, return, or refund of all or part of a Qualifying Purchase, or (b) we determine that the Qualifying Purchase has been made in violation of these Terms.
6.2 Qualifying Purchases. A “Qualifying Purchase” occurs when a Rolus customer clicks through a Rolus Link on your Platform to a Rolus Site and the customer purchases a qualifying Rolus Product. You may only receive commissions for Qualifying Purchases made during the time in which you are in good standing as an Ambassador, i.e., your participation in the Program has not been suspended or terminated.
6.3 Taxes. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Program. If we request tax information from you and you do not provide it to us, we reserve the right to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
7. Term and Termination
7.1 Term. The term of our Agreement will begin upon your application to become an Ambassador.
7.2 Termination. Either you or we may terminate our Agreement at any time, with or without cause by giving the other party written notice of termination provided that the effective date of such termination will be five (5) calendar days from the date notice is provided. You can provide termination notice by emailing Rolus at cpalumbo@rolus.com. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you if we believe you are in breach of these Terms or that your continued participation in the Program will result in actual or potential injury, harm, or liability to Rolus. Any unpaid commission may be held by us for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
7.3 Effect of Termination. 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 Terms, except for the rights and obligations which ought to survive these terms, including Sections 3, 4, 5, 7, 8, 9, 10, 11, 13 and 14 of these Terms will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
8. Disclaimers
8.1 THE PROGRAM, ROLUS LINKS, ROLUS SITES, ROLUS PRODUCTS, ROLUS CONTENT, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “ROLUS OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE ROLUS OFFERINGS. WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE ROLUS 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 ROLUS OFFERING, OR MAY CHANGE ANY ROLUS OFFERING, AT ANY TIME WITHOUT NOTICE TO YOU. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE ROLUS 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 PLATFORM OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Limitation of Liability
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 PLATFORM (INCLUDING YOUR USE OF ANY ROLUS OFFERING) OR YOUR VIOLATION OF THESE TERMS. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE ROLUS OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE ROLUS OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE 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 THESE TERMS. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
10. Indemnification. You agree to defend, indemnify, and hold Rolus, our licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your Platform or any materials that appear on your Platform, including the combination of your Platform or those materials with other applications, content, or processes, (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Platform or any materials that appear on or within your Platform, (c) your use of any Rolus Offering, whether or not such use is authorized by or violates this Agreement or applicable law, (d) your violation of any of these Terms, (e) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the failure to meet tax registration obligations or duties, or (f) your or your employees' or contractors’ negligence or willful misconduct.
11. Governing Law and Disputes.
11.1 Governing Law. Any Dispute (as defined in Section 11.2) relating in any way to the Program or these Terms (including any actual or alleged breach hereof), any transactions or activities under these Terms, or your relationship with us will are governed by, and construed in accordance with, the laws of the State of California, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
11.2 Informal Dispute Resolution. You and Rolus each agree to resolve any claims arising out of or relating to these Terms or the Rolus Offerings, regardless of when the claim arose, even if it was before the formation of our agreement (a “Dispute”), by first engaging in informal dispute resolution. Before either party files a claim against the other, we both agree to try to resolve the Dispute informally by sending notice to the other party using the notice mechanism described in these Terms. If your notice mechanism is not specified, notice of a Dispute will be sent to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. Any statute of limitations will be tolled during this informal resolution process. All negotiations pursuant to this Section 11.2 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.
11.3 Arbitration Forum. Both you or Rolus may commence binding arbitration through JAMS, or, if not available, you and Rolus will select an alternative arbitral forum. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. The initiating party must pay all filing fees for the arbitration and payment for other administrative and arbitrator’s costs will be governed by the arbitration provider’s rules.
11.4 Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Orange County, California or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by JAMS under its then-prevailing Commercial Arbitration Rules. All issues are for the arbitrator to decide, except a California court has the authority to determine (a) whether any provision of this arbitration agreement should be severed and the consequences of said severance, (b) whether you have complied with conditions precedent to arbitration, and (c) whether an arbitration provider is available to hear the arbitration(s) under Section 11.3. The arbitrator is not empowered to award punitive or exemplary damages, except as may be required by statute, or any pre-award interest. The arbitrator shall issue a reasoned final award. A final award rendered in connection with arbitration pursuant to this Section 11 shall be binding upon the parties, and if fully satisfied within 30 days of being issued, no Party may seek to confirm the final award. If a final award is not fully satisfied within 30 days, then a party may apply to have judgment upon such an award entered and enforced in any court of competent jurisdiction. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
11.5 Exceptions. Notwithstanding anything to the contrary in these Terms, you and Rolus each agree that either party may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property. You further acknowledge and agree that our rights in the Rolus Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
11.6 NO CLASS ACTIONS. Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a Dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
11.7 Severability. If any part of this Section 11 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative arbitration, this Section 11 will be unenforceable in its entirety. Nothing in this Section 11 will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of that claim from the arbitrator.
12. Rolus Content. Rolus may share Rolus Content, such as banner, logo or specific collection promotional material, to you from time to time in connection with the Program. In connection with the Program, we grant you a limited right to display and use Rolus Content for the purposes of engaging in affiliate marketing and participation in this Program. You will use Rolus Content only in a lawful manner in accordance with and within the express scope of the terms of this limited license. You will not use Rolus Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing a Rolus Site or Rolus Product and driving sales of products and services on a Rolus Site. Rolus and its licensors have and retain all right, title, and interest, including all intellectual property rights, in and to the Rolus Content. You have no right, license, or authorization with respect to any of the Rolus Content except as expressly set forth in this Section. All other rights in and to the foregoing are expressly reserved by Rolus.
13. Communication and Notice. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms to Rolus must be in writing and addressed to the Rolus at its address Rolus Beverages, Inc., 30 Journey, Aliso Viejo CA 92656, United States. All notices to you may be provided via the email address we have on file in connection with your application and or account as a Rolus Ambassador. Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section.
14. Confidential Information. Any information relating to Rolus or that we provide or make accessible to you in connection with the Program that is not known to the public or that reasonably should be considered to be confidential is Rolus’ “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 with your participation in the Program 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 and will apply for the term of the Agreement and three (3) years after termination.
15. Miscellaneous Terms
15.1 Independent Contractor. It is understood and acknowledged that your role as Ambassador is performed in the capacity of an independent contractor and not as an employee or agent of Rolus. You have no authority to commit, act for, or on behalf of Rolus, or to bind Rolus to any obligations or liability. You will not be eligible for and shall not receive any employee benefits from Rolus and shall be solely responsible for the payment of all taxes, federal and state unemployment insurance contributions, state disability premiums, and all similar taxes and fees relating to the fees earned by you hereunder.
15.2 Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
15.3 Feedback. If you provide us with feedback regarding the Program you grant us the right to use and exploit Feedback without restriction, compensation, or attribution to you.
15.4 Electronic Records and Signature. The Parties agree that an electronic signature is the legal equivalent of a manual signature on the Agreement, and that, if applicable, selecting a button or other mechanism indicating consent to these terms constitutes your electronic signature.
15.5 No Third-Party Beneficiaries. There are no intended third-party beneficiaries to this Agreement, and it is your and Rolus’ specific intent that nothing contained in this Agreement will give rise to any right or cause of action, contractual or otherwise, in or on behalf of any third party.
15.6 Assignment. You may not assign any of your rights or obligations under this Agreement to any third party without our prior written approval. We may assign this Agreement and our rights and obligations to a third party without notice or your consent.
16. Modification of Terms. We reserve the right to modify any of these Terms, including our policies and commission rates, at any time and in our sole discretion by posting a change notice, revised Terms, or revised policy by sending notice of such modification to you by email to the primary email address then-currently associated with your application and/or registration. The effective date of such change will be the date specified. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE OUR AGREEMENT IN ACCORDANCE WITH THESE TERMS.
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