ATTENTION: If you are currently a Brand Ambassador for Rose of Trade (“Rose of Trade”) or you are applying to become one, you are required to read and agree to these Brand Ambassador Terms and Conditions.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!!!!!!
BY CLICKING “I AGREE,” you are entering into a legally binding contract with “Rose of Trade” and are agreeing to be bound by these Brand Ambassador Terms and Conditions which will govern the relationship between you, as a participant in the Brand Ambassador Program (the “Program”), and ATTENTION: If you are currently a Brand Ambassador for SPORTS RESEARCH CORPORATION (“Rose of Trade”) or you are applying to become one, you are required to read and agree to these Brand Ambassador Terms and Conditions.
IF YOU DO NOT AGREE TO THESE AMBASSADOR TERMS AND CONDITIONS DO NOT SUBMIT YOUR APPLICATION OR CONTINUE YOUR PARTICIPATION IN THE PROGRAM. In addition, if at any time you no longer wish to be bound by these Ambassador Terms and Conditions, you must immediately notify “Rose of Trade”.
1. Program Scope. Upon your selection as an Ambassador by “Rose of Trade”, you become an important part of the “Rose of Trade” team. “Rose of Trade” is relying upon you, and you agree, to actively promote the “Rose of Trade” Products in the United States and, as applicable, throughout the U.S. territories (including American Samoa, Guam, Northern Mariana Islands, Puerto Rico and the U.S. Virgin Islands). You agree, at all times during your participation in the Program and performance of Promotional Activities to comply with all Ambassador Terms provided to you from time to time.
2. Application for Enrollment. To become an Ambassador, you (a real live person) must complete and submit the online application for a Ambassador Account. You may not use any “bot” or other automated method to apply for or otherwise participate in the Program. All information included in your application must be true and correct, and it is your duty to notify “Rose of Trade” if anything changes after you become an Ambassador, authorized to engage in Promotional Activities using an Approved Account. If you would like to use a new Ambassador Account or designate a second Approved Account, you will need to reapply to the Program. “Rose of Trade” reserves the right to accept or reject any application submitted for any or no reason.
3. Eligibility Criteria. You must satisfy the following eligibility criteria beginning on the date that you submit your application and continuing throughout your participation in the Program (the “Participation Term”). Upon request of “Rose of Trade” at any time, you may be required to provide documentary evidence showing that you satisfy these criteria. If you are unable to produce such evidence, you may be terminated from the Program immediately. During the Participation Term, you represent, warrant and covenant to “Rose of Trade” as follows:
a. You have read, understand, and agree to be bound by the Ambassador Terms.
b. You are 15 years of age or older.
c. You are authorized to work in the United States (and will provide Form W-9 immediately upon acceptance to the Program).
d. You maintain (at least one) Approved Account having approximately 1,000 followers (or the equivalent as determined by “Rose of Trade”), which is kept in public mode (except as authorized by “Rose of Trade”) and used for Promotional Activities.
4. Compliance. During the Participation Term, you must comply with all Applicable Laws, all Ambassador Terms and any other terms and conditions applicable to your use of the Portal or the Approved Media for your Approved Accounts. For example, you must disclose that certain Ambassador Content you create for “Rose of Trade” with the expectation of payment, whether such payment will take the form of “Rose of Trade” Product or Commissions, is “sponsored.” In addition, your application and any forms or documents you provide to “Rose of Trade” from time to time must be accurate and complete, and updated as needed to remain so.
5. Ambassador Portal. As an Ambassador you will be prompted to create a login for the Portal. “Rose of Trade” makes no representations or warranties of any kind with respect to the Portal. “Rose of Trade” further reserves the right to modify the Portal and/or designate a new influencer marketing platform in its discretion. You agree to log on to the Portal frequently (at least once per week and/ or more frequently as requested by “Rose of Trade”) and to keep your information maintained on the Portal current, including, but not limited to, logging all of your Promotional Activities.
6. Promotional Activities.
a. General. As an Ambassador, you agree to use your best efforts to frequently engage in Promotional Activities on at least one Approved Account. All Promotional Activities must be conducted in a manner that is consistent with the authorized use for each “Rose of Trade” Product as outlined on product labels and any marketing or promotional materials provided by “Rose of Trade” from time to time. Promotional Activities include, without limitation, the following:
i. Posting Ambassador Content on Approved Accounts, whether or not as part of Approved Activities;
ii. Sharing and promoting your personal discount code for Products to encourage followers to purchase them;
iii. Communicating, networking and/or collaborating with social media influencers, Rose of Trade’s social media followers and customers, and any other individuals requested by “Rose of Trade”, to promote the “Rose of Trade” Products as a tool to achieve certain health and fitness goals;
iv. Participating in educational and training programs upon request of “Rose of Trade”; and
v. Attending Appearances upon request of S“Rose of Trade”.
b. Active Status; Approved Activities. From time to time SR may post to the Portal a request for Ambassadors to engage in a specific Promotional Activity that must satisfy certain requirements to qualify as an Approved Activity. Once you have Successfully Completed an Approved Activity, as confirmed by “Rose of Trade” in the Portal, you earn Points, and/ or the specified prize for that specific activity. Only new Ambassador Content, that has not been used for any other Promotional Activity and does not contain (unapproved)competing products, may be submitted for an Approved Activity. You may not Archive any Ambassador Content used for an Approved Activity for at least one (1) year following the posting. Failing to remain Active in the Program for a period of three (3) or more months during a calendar year may result in your termination from the Program.
7. Other Obligations. In order to remain in good standing in the Program, you must also comply with the following:
a. Keep your Approved Account public at all times (and notify “Rose of Trade” before switching to private);
b. Add Rose of Trade’s social media accounts as a friend/ follower to your Approved Account(s) (including, without limitation, Tik Tok @Rose of Trade and @Rose of Trade Instagram accounts and other accounts as Rose of Trade may add from time to time);
c. Promptly respond to all communications from “Rose of Trade” personnel (in no event later than within 48 hours), whether in text, email, direct message, phone or any other form;
d. Advise “Rose of Trade” personnel promptly of any changes to your Approved Account or other information previously submitted (whether in your application, in your IRS Form W-9, through the Portal or otherwise); and
e. Read all labels on “Rose of Trade” Products and use them only as directed.
8. Use of Ambassador Content. You agree that “Rose of Trade” may post, re-post, upload and/ or use any and all of the Ambassador Content in any form, for any purpose and in any medium, such as but not limited to, its own social media accounts, websites, in online or retail marketing channels, emails or print mailers, as determined in its discretion, in perpetuity, with or without notice or compensation.
9. Ambassador Responsibilities. You acknowledge and agree that you are responsible for:
a. Any and all activity undertaken in connection with your participation in the Program and on your Approved Accounts;
b. Conducting yourself at all times with the highest degree of professionalism(no profsnity);
c. Behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with “Rose of Trade”, its staff, all fellow Ambassadors and other persons related to or representing “Rose of Trade”, customers and sales representatives;
d. Presenting and demonstrating “Rose of Trade” Products in a truthful and sincere manner;
e. Including any product disclaimer or other language(profanity) provided by “Rose of Trade” with respect to “Rose of Trade” Products in any and all Ambassador Content as directed by “Rose of Trade”; and
f. Providing your honest and truthful personal experiences with using any “Rose of Trade” Product in your Ambassador Content.
10. Prohibitions/ Restrictions. You are expressly prohibited from taking any of the following actions, each of which shall be a material breach of the Ambassador Terms:
a. Making any representations, claims or promises on behalf of “Rose of Trade”, other than those contained in Rose of Trade’s official marketing and promotional materials (i.e. on the label or “Rose of Trade” website);
b. Promoting “Rose of Trade” Products through unsolicited or Spam communications (including via emails, direct messages, product reviews, posting comments, providing codes on any platform);
d. Engaging in, promoting, contributing to, or creating a platform for offensive or pornographic images or videos, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any Ambassador Content that is unlawful, harmful, threatening, defamatory, obscene or harassing;
e. Transmitting messages or images inconsistent with the positive image and/or goodwill of Rose of Trade;
f. Engaging in any activity that may divert Commissions from other Ambassadors in the Program;
g. Engaging in any activity that violates or breaches Rose of Trade’s or any third party’s legal rights;
h. Engaging in any advertising or marketing practices that are deceptive, misleading or fraudulent;
i. Presenting Rose of Trade’s banners, images or videos as if they are your own or any other site’s (which is usually referred to as copyright or trademark infringement, and is illegal);
j. Posting any links to the “Rose of Trade" website or any other “Rose of Trade” platform on any website in which users can post content, including, without limitation, Reddit.com, and any sub-page, sub-domain, or sub-thread thereof;
k. Posting, directly or indirectly, Ambassador’s promotional code or another “Rose of Trade” Ambassador’s promotional code on any website, including, without limitation, RetailMeNot.com, Coupons.com and CouponCodes.com;
l. Using any promotional coupon or code that is not provided to Ambassador by “Rose of Trade” for the Program, or running any ad with any of Rose of Trade’s URLs offering brand ambassador Commissions;
m. Reading, intercepting, recording, redirecting, interpreting or filling in the contents of any electronic form or other materials submitted to “Rose of Trade” by any person or entity; and
n. Selling or re-selling any of the “Rose of Trade” Products(unless otherwise authorized), or offering a cash incentive or discount on “Rose of Trade” Products as a means of promotion that is not within the context of the Program.
11. Monitoring; Removal of Content. “Rose of Trade” reserves the right to monitor all Ambassador Accounts, including Approved Account(s) and to preview Ambassador Content. From time to time, “Rose of Trade” may request changes to and/or removal of Ambassador Content from any and all of Ambassador’s Accounts. If you refuse to make any requested changes, “Rose of Trade” may terminate or limit your participation in the Program.
12. Term; Termination. Your Participation Term will begin on the date that “Rose of Trade” accepts your application and will automatically renew for successive one (1) year periods, so long as you continue to meet the eligibility criteria set forth in the terms and conditions. The Participation Term may be terminated by “Rose of Trade” immediately at any time and for any or no reason, upon Rose of Trade’s written or typed notice to you; and by you upon thirty (30) days written notice to “Rose of Trade”. Such termination will end your participation in the Program; you will be disqualified from receiving any additional Points, Commission, recognition, communication or compensation from “Rose of Trade”; you must stop making any representations, publicly or privately, in which you could be construed as representing “Rose of Trade” or “Rose of Trade” Products. The obligations related to Confidential Information and “Rose of Trade” Intellectual Property will continue perpetually after any termination of the Participation Term.
13. Compensation for Services. In consideration of your performance of Promotional Activities and the rights granted to “Rose of Trade” with respect to Ambassador Content, you will be compensated as follows:
a. Free Products. From time to time, in its discretion, “Rose of Trade” may provide Ambassador with free Products, such as, but not limited to, Complimentary Kit(s). To qualify for free Products, “Rose of Trade” may require Ambassadors to perform one or more Approved Activities. FREE Complimentary Kits/products will only be available to Ambassadors whose status is Active, and who have Successfully Completed certain Approved Activities, as described in the Portal or by active activity basis.
b. Merchandise. Through Ambassador’s Approved Activities, Ambassador may earn points in varying quantities as listed in the Portal (“Points”). Points can be accumulated and used towards the purchase of “Rose of Trade” Products based on a point-to-dollar ratio established by SR from time to time. Currently, 10 Points equates to $1 towards “Rose of Trade” Products. Points do not expire as long as the Ambassador remains Active. In the event that an Ambassador’s participation is terminated (by “Rose of Trade” or Ambassador) any then outstanding Points will expire thirty (30) days following notice of termination.
c. Special Projects. If you are given the opportunity to participate in special events, Appearances, or specific content creation projects (collectively, “Special Projects”), you may be compensated for Special Projects as will be set forth in a separate written agreement signed by you and “Rose of Trade”. “Rose of Trade” will strive to give priority to Ambassadors for Appearances but such invitations to participate cannot be guaranteed and will be determined by your active status.
d. Commission. Ambassadors are provided with a unique promotional code which can be provided to followers who can use it to buy “Rose of Trade” Products at a discounted price. Ambassadors in good standing are entitled to receive a commission equal to ten percent (10%) of Net Sales (“Commission”). For purposes of calculating the Commission, “Net Sales” shall mean the total amount actually received by “Rose of Trade” from customers who purchase “Rose of Trade” Products using Ambassador’s unique referral link and promotional code, less: (i) the cost of insurance, cost of freight and other shipping and handling charges; (ii) any sales tax, or other similar taxes which may be imposed by a governmental entity having jurisdiction on any such transaction; and (iii) any sales or amounts that are attributable to Spam, credit card fraud, returned “Rose of Trade” Products, refunded payments or similar factors.
Commissions will be paid on a monthly basis by DIRECT DEPOSIT (or such other form designated by “Rose of Trade” from time to time), provided that the Commission earned will be sent to the ambassador regardless of amount. At the end of any calendar year of the Participation Term in which the total Commission cumulated is less than $100, the Commission amount will be converted to Points and SR will have the option to terminate your participation (with or without the option to reapply).
e. Waiver. If you are entitled to Commissions but do not wish to receive your Commission in the form of money, you may waive your right to Commission by signing a written waiver demanding that you be paid solely in Points and/or Free products.
f. Exclusions. No payments will be made based on any sales or amounts that are attributed to Spam, credit card fraud, or returned “Rose of Trade” Products. If a sale is canceled or refunded for any reason, any amount pre-paid to Ambassador will be deducted from the amount owed to the Ambassador. Ambassador will not be paid a Commission on sales or orders that are in delinquent status. Commissions are counted and final numbers are deemed final at the sole discretion and decision of “Rose of Trade” by the end of (30-31 days). “Rose of Trade” also reserves the right to change the dates of Commission payout. While “Rose of Trade” makes every reasonable effort to accurately track and pay Commissions for all Ambassador sales, “Rose of Trade” is not responsible and shall not be held liable for any technical difficulties, outside events, actions by other Ambassadors, or other uncontrollable events that may disrupt or interfere with Rose of Trade’s ability to track sales or pay Commissions. “Rose of Trade” has the right to pay Commissions to any other person, in its discretion.
14. Independent Contractor. By entering into the Ambassador Terms, you agree that you are customarily engaged in an independent business of performing Promotional Activities and/ or Approved Activities, and are not an employee of “Rose of Trade”. Therefore, you are not entitled to any benefits provided by “Rose of Trade” to its employees, including, without limitation, worker’s compensation benefits or group insurance. Nothing in the Ambassador Terms should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor.
a. “Rose of Trade” will not have control or exercise direction over the methods by which you perform the Promotional Activities. You are responsible for creating Ambassador Content and determining when your Ambassador Content will be shared, with the exception of time-sensitive projects as identified by “Rose of Trade”.
b. You are responsible for your own federal, state and local income, social security, unemployment, sales, disability and any other applicable local, state or federal taxes arising out of your performance of Promotional Activities under the Ambassador Terms. If applicable, “Rose of Trade” will report amounts paid to you by filing Form 1099-Misc. with the Internal Revenue Service, as required by Applicable Law.
c. You understand and agree that “Rose of Trade” will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on your behalf. You agree to indemnify and defend “Rose of Trade” against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing Promotional Activities under the Ambassador Terms.
16. Intellectual Property.
a. General. All Rose of Trade trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “Rose of Trade Intellectual Property”) is the property of “Rose of Trade”, and you agree not to use such “Rose of Trade” Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by “Rose of Trade”.
b. Restrictions. You agree that you will not take any of the following actions:
i. Modify any “Rose of Trade” Intellectual Property or use any modified or derivative version of any “Rose of Trade” Intellectual Property.
ii. Purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any “Rose of Trade” Intellectual Property or any variations, derivatives or misspellings thereof.
iii. Publish, host, or promote any “Rose of Trade” Intellectual Property or other material that misrepresents your relationship with “Rose of Trade” or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by “Rose of Trade”.
c. Ambassador Content. You agree that any and all Ambassador Content will be the sole and exclusive property of “Rose of Trade”, and you irrevocably assign to “Rose of Trade” all right, title and interest in any Ambassador Content that you create, or to which you contribute, including all intellectual property rights contained therein. You acknowledge and agree that all Ambassador Content is deemed specially requested by “Rose of Trade” (whether or not actually requested), and further agree that it constitutes a work made for hire within the meaning of the copyright laws of the United States (together with any modifications, improvements or enhancements. You acknowledge and agree that “Rose of Trade” is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures or mannerisms as part of any Ambassador Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Ambassador Content are hereby waived.
17. Confidential Information. “Rose of Trade” may disclose to you certain of its confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Rose of Trade’s Confidential Information includes, without limitation, all non-public or proprietary information and “Rose of Trade” Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the “Rose of Trade” Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that “Rose of Trade” is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all “Rose of Trade” Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use SR’s Confidential Information for the benefit of anyone other than “Rose of Trade”. You agree not to use Rose of Trade’s Confidential Information for any purpose except in the performance of your obligations under the Ambassador Terms.
18. Third Parties; Competing Products. “Rose of Trade” recognizes that, as an independent contractor, you are available to perform services for entities other than “Rose of Trade”. You agree to notify “Rose of Trade” in writing (email sufficient if acknowledged by an employee of “Rose of Trade”) of any other ambassador arrangements with any business that competes with “Rose of Trade” that you may desire to enter into while serving as an Ambassador to “Rose of Trade”. “Rose of Trade” has the right to request that you remove Ambassador Content, or terminate you from the Program for any reason, including that one or more of your posts is not consistent with the positive promotion of Rose of Trade’s brand and products.
19. Indemnity. You will at all times defend, indemnify and hold harmless “Rose of Trade” (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents and representatives) from and against any and all claims of whatever nature arising from or related to: (i) any violation of Applicable Laws committed by you or your agents; (ii) your participation in the Program; and/ or (iii) your breach of any obligation, representation or warranty set forth in the Ambassador Terms. Your obligation to indemnify and defend “Rose of Trade” as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by “Rose of Trade” in connection with any such claim.
20. Limitation of Liability. “Rose of Trade” WILL NOT BE LIABLE TO YOU UNDER ANY 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 “Rose of Trade” HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ROSE OF TRADE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO YOU BY ROSE OF TRADE IN THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GIVES RISE TO THE CLAIM.
21. Disclaimer. ROSE OF TRADE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND TO AMBASSADOR, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
22. Modification. “Rose of Trade” may change the Ambassador Terms in the future. Unless the Ambassador Terms specify otherwise, “Rose of Trade” will give you prior notice of any significant change and if you find the change unacceptable, you have the right to withdraw from the Program. However, if you continue to participate in the Program, or you continue to provide services as an Ambassador, you will be deemed to have accepted the changes. You may not modify the Ambassador Terms by making any typed, handwritten, or any other changes to them for any purpose.
23. Miscellaneous. The Ambassador Terms contain the entire agreement with respect to your independent contractor relationship with “Rose of Trade”, and supersede any prior verbal and/or written agreements or representations regarding said relationship, and will be governed by the laws of the State of California (without regard to conflict of law principles). Each party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other party be necessary or expedient to further and more effectually carry into effect the provisions of the Ambassador Terms. You may not assign or transfer any of your rights or obligations under these Ambassador Terms. Both you and Rose of Trade agree to resolve all disputes related to the Ambassador Terms, to the fullest extent permitted by Applicable Law, by final, binding and confidential arbitration in the State of Ohio. By agreeing to this arbitration procedure, you agree to waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. All claims, disputes, or causes of action under the Ambassador Terms, whether by you or Rose of Trade, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding. The Ambassador Terms are made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ("FAA") and will be construed and governed accordingly. Nothing herein shall prevent any party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Both parties may conduct discovery to the same extent as would be permitted in a court of law. Rose of Trade and you shall each be responsible for its/your own costs and expenses in connection with the arbitration.
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