MELANIN PRENEURS BRAND AMBASSADOR PROGRAM AGREEMENT
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.
BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR PROGRAM, 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 Bailey Sessoms, LLC. d/b/a/ MelaninPreneurs™ (“MelaninPreneurs”, “us”, “we”, or similar terms) and applies to your participation in the MelaninPreneurs™ 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 is for the purpose of promoting the MelaninPreneurs™ brand along with its products and services, in direct exchange of the MelaninPreneurs™ products and services listed below.
a.) Highlighted as a brand ambassador on our site
Requirement: Post MelaninPreneurs™ Band Ambassador Badge on your website/blog with a link to our homepage. We will also link back to your website/blog.
b.) Complimentary Paid Listing
Requirement: Put and maintain our handle in your bio stating you are a “@MelaninPreneurs Ambassador”
c.) Featured Category Business Listing
Requirement: Share a permanent post twice per month on your Instagram and Facebook wall highlighting a different MelaninPreneurs™ business of your choice from our directory, and use the hashtag #melaninpreneurs AND tag @melaninpreneurs.
d.) 15% off paid business listings for your followers
Requirement: Promote your promo code (and by sharing sales and campaigns upon request) to your followers on Instagram and Facebook stories at least once per month tagging @melaninpreneurs.
e.) 10% Base Commission from our Affiliate Program
Requirement: Earn when your followers use your 15% promo code (only as part of our Affiliate Program). You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your profiles, website/blog: “As a MelaninPreneurs™ Brand Ambassador, I earn from qualifying purchases.
2. PROGRAM ELIGIBILITY & PROHIBITED ACTIVITIES
a.) You must be at least 21 years of age.
b.) You must have an active Instagram or Facebook account.
c.) You must comply with this Agreement to participate in the Program and to receive discounts.
d.) You must promptly provide us with any information that we request to verify your compliance with this Agreement.
e.) You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your Profiles: “As a MelaninPreneurs™ Brand Ambassador, I earn from qualifying purchases.
f.) You must represent MelaninPreneurs™ in a good light and be respectful to all other Brand Ambassadors.
g.) You are not granted any rights to sell MelaninPreneurs™ products unless you have received express written permission by us.
h.) Your Code is for you to post solely in Your Profiles and website. Do Not post your code on any other social media page, in other’s comments, or website, including coupon sites.
3. AGREEMENT MODIFICATION
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 you do not agree with any of the modifications, 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 or our affiliates’ behalf.
Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without MelaninPreneurs’ 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.
5. YOUR ACCOUNT INFORMATION
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.
You can update your information by emailing us via our “Contact Us” page on this website.
6. 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 emailing us at via our “Contact Us” page on this website.
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. No termination of this Agreement will absolve you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.
7. DISCLAIMER & WARRANTIES
WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE MELANIN PRENEURS™ PROGRAM, MELANIN PRENEURS™ CONTENT, FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE PROGRAM’S TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE MELANIN PRENEURS™ PROGRAM AND PROGRAM TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE MELANIN PRENEURS™ PROGRAM AND THE PROGRAM TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
8. NO INDIRECT DAMAGES
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
9. LIMITATION OF LIABILITY
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:
(a) your participation in the Program,
(b) our use of the prospect data you provided us,
(c) your noncompliance with or breach of this Agreement, or
(d) your use of our trademarks, or
notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that:
(a) imposes an obligation on us;
(b) requires us to make an admission; or
(c) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
11. APPLICABLE LAW
This Agreement shall be governed by the laws of the Commonwealth of Maryland, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Anne Arundel County, Maryland.
12. FORCE MAJEURE
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
13. ACTIONS PERMITTED
Except for actions for nonpayment (except for terms stated under “Force Majeure” of this Agreement) or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section.
(i) only use the images of our trademark that we make available to you, without altering them in any way;
(ii) only use our trademarks in connection with the Program and this Agreement; and
(iii) immediately comply if we request that you discontinue use.
You must not:
(i) use the MelaninPreneurs™ trademark in a misleading or disparaging way;
(ii) use the MelaninPreneurs™ trademark in a way that implies or suggests we endorse, sponsor or approve of your services or products; or
(iii) use the MelaninPreneurs™ trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”),
(i) whether orally or in writing, that is designated as confidential, and
(ii) MelaninPreneurs™ customer and prospect information, whether or not otherwise designated as confidential.
Confidential Information does not include any information that:
(i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or
(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
The Receiving Party shall:
(i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
(ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,
(iii) not disclose Confidential Information of the Disclosing Party to any third party, and
(iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents.
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
15. ENTIRE AGREEMENT
This Agreement is the entire agreement between us for the Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.