Program Terms & Policies
Home Craftology Ambassadors AGREEMENT
This Home Craftology Ambassadors Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Home Craftology. with an address of 1010 Edgecliff Dr, Hope Island, QLD, Australia and the Ambassadors identified below (“Home Craftology Ambassadors” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
Home Craftology Ambassadors agrees to provide to Home Craftology under the terms and conditions of this Agreement, services (the “Services”) in connection with Home Craftology's Home Craftology Ambassadors Program (the “Program”). As part of the Services, Home Craftology Ambassadors will generate and post content (including, without limitation, text, videos and images) regarding Home Craftology brand and Home Craftology products on Ambassadors Instagram, Instagram Story, Twitter, Facebook, TikTok, blog, YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Home Craftology Ambassadors agrees to:
Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner
Comply with all applicable laws and regulations.
Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
Provide and utilize his/her own equipment, tools and other resources in performing the Services but Home Craftology will provide to Home Craftology Ambassadors certain informational materials to facilitate the creation of Home Craftology Ambassadors created content to his/her Ambassadors Page and/or Social Channels (such templates and other materials are collectively referred to as the Home Craftology Materials”).
Will be responsible for (i) creating and editing the Content and (ii) either emailing to Home Craftology such Content to upload to the Home Craftology Page or posting such Content on the Social Channels. All such Content that is uploaded to the Home Craftology Page will be posted to the Home Craftology Page subject to prior review by Home Craftology. Home Craftology has the right to remove any Content from the Home Craftology Page.
It is understood and agreed that Home Craftology Ambassadors will be an independent contractor, is not and will not be considered an agent or employee of Home Craftology (or any of its affiliates or related entities), and shall have no authority to bind Home Craftology (or its affiliates or related entities) by contract or otherwise.
Home Craftology Ambassadors agrees that they will not: (i)
Make any derogatory statements about Home Craftology and/or Home Craftology products
Link to any third-party websites, other than the Social Channels, on the Ambassadors Page or otherwise redirect visitors of the Ambassadors Page to third-party websites
Resell or distribute any Home Craftology products, including those received for free or as gifts, for commercial purposes, other than via the Ambassadors Page
Promote Home Craftology products, the Home Craftology brand, the Program and/or the Ambassadors Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
Engage in any fraudulent transactions, as reasonably determined by Home Craftology, including without limitation making transactions from Ambassadors IP addresses or computers under Ambassadors control.
In consideration for the Services, Home Craftology will pay to Home Craftology Ambassadors a percentage of the Net Revenue (as defined below) collected by Home Craftology in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Profit” means fees received by Home Craftology from Qualifying Orders (as defined below), less the cost of manufacturing, less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Home Craftology product(s) via the Ambassadors Page that are made by a method of payment accepted by Home Craftology. The Commission is also only paid to Home Craftology Ambassadors if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Home Craftology using its standard methodologies. Home Craftology will pay Home Craftology Ambassadors its Commission on the 28th day of each month. Commissions due
hereunder will be made by Home Craftology to Home Craftology Ambassadors through its payment processor (“Payment Processor”), which, as of the Effective Date, is PayPal Holdings, Inc. Home Craftology Ambassadors is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Home Craftology for purposes of receiving the payments set forth herein. Home Craftology is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Home Craftology, including without limitation any transactions originating from Ambassadors 's IP addresses or computers under Ambassadors control.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Home Craftology's business technology, business relationships or financial affairs which Home Craftology has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Home Craftology from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Home Craftology Ambassadors will not, at any time, without Home Craftology 's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Home Craftology, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Home Craftology. Home Craftology Ambassadors will cooperate with Home Craftology and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Home Craftology Ambassadors will deliver to Home Craftology all copies of Confidential Information in Home Craftology Ambassadors possession or control upon the earlier of a request by Home Craftology or termination of this Agreement for any reason.
Information of Third Parties. Home Craftology Ambassadors understands that Home Craftology is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Home Craftology to protect or refrain from use of Confidential Information. Home Craftology Ambassadors agrees to be bound by the terms of such agreements in the event Home Craftology Ambassadors has access to such Confidential Information.
Intellectual Property Rights.
Home Craftology Ambassadors hereby grants to Home Craftology and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Home Craftology Ambassadors in section 2 hereof.
Home Craftology Ambassadors shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Home Craftology Ambassadors’s promotional purposes, in any and all media now known or hereafter developed.
With respect to Content which portrays Home Craftology Ambassadors’s face, body and voice (the “Restricted Materials”), Home Craftology shall have the right to use the Restricted Materials upon prior approval from Home Craftology Ambassadors.
Home Craftology Ambassadors hereby grants to Home Craftology and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable,
non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Home Craftology in connection with the Program or (ii) otherwise created by Home Craftology Ambassadors in connection with the Services, (collectively, the “Other Developments”)
Home Craftology Materials and Trademark.
Except for Home Craftology Ambassadors limited right to use the Home Craftology Materials solely in connection with performing the Services, Home Craftology retains all right title and interest in the Home Craftology Materials, including all related intellectual property rights. Home Craftology hereby grants to Home Craftology Ambassadors, a limited, non-exclusive, non-transferable license to use and display Home Craftology's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Home Craftology Ambassadors agrees that any use of the Marks:
Will comply with Home Craftology's quality standards and trademark guidelines, which may be provided by Home Craftology to Home Craftology Ambassadors from time to time
Will solely inure to the benefit of Home Craftology. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Home Craftology Ambassadors does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Home Craftology Ambassadors agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Home Craftology Ambassadors acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Home Craftology Ambassadors provision of the Services hereunder. Home Craftology Ambassadors represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Home Craftology products, the Home Craftology brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Home Craftology Ambassadors Social Channels.
In connection with performing the Services, Home Craftology Ambassadors may link certain of his or her Social Channels to the Ambassadors Page. If Independent Influence so elects, Home Craftology may link to, and stream content from such Social Channels on its websites, social media channels and in other Home Craftology advertising and promotional materials.
Representations and Warranties.
Home Craftology Ambassadors represents and warrants that:
He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence
The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Home Craftology Materials;
The Content and Other Developments are Home Craftology Ambassadors' s original work
Use of the Content and Other Developments by Home Craftology will not infringe or involve the misappropriation of any third party rights
All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Home Craftology Ambassadors
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Home Craftology for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides
Home Craftology Ambassadors shall indemnify and hold Home Craftology, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Home Craftology Ambassadors performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Ambassadors IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Home Craftology Ambassadors of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Home Craftology may, in addition to any other rights it may
have at law or in equity, terminate this Agreement immediately and without prior notice if Home Craftology Ambassadors refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Home Craftology Ambassadors is not and shall not be deemed an employee, agent, joint venture or partner of Home Craftology, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Limitation of Liability.
IN NO EVENT SHALL Home Craftology, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A Home Craftology PARTY”) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE Home Craftology PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH Home Craftology PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN SUCH STATES, THE LIABILITY OF THE Home Craftology PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Governing Law, Jurisdiction and Venue.
The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within New York City.
All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day
following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.
Home Craftology Ambassadors and Home Craftology agree that it would be impossible or inadequate to measure and calculate Home Craftology's damages from any breach by Home Craftology Ambassadors of this Agreement. Accordingly, Home Craftology Ambassadors and Home Craftology agree that if Home Craftology Ambassadors breaches this Agreement; Home Craftology will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Home Craftology Ambassadors and Home Craftology further agrees that no bond or other security shall be required in obtaining such equitable relief and Home Craftology Ambassadors and Home Craftology, hereby consent to the issuances of such injunction and to the ordering of such specific performance.
If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Home Craftology to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Home Craftology unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Home Craftology and Home Craftology Ambassadors, this Agreement constitutes the entire agreement between Home Craftology Ambassadors and Home Craftology with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience, and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Home Craftology Ambassadors without the express written consent of Home Craftology. Home Craftology may assign any or all of its rights and obligations under this Agreement without Home Craftology Ambassadors written consent to any affiliate or to another third party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Home Craftology's assets or capital stock. Any attempted assignment, delegation or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.
For Qualifying Orders in a calendar month, Home Craftology will pay to Home Craftology Ambassadors commission payments in accordance with the following table, with the exception that Home Craftology could have promos that could go to higher percentages as incentive, all details of such promos to be at Home Craftology's sole discretion and communicated to Home Craftology Ambassadors in due time:
20% of Net Profit
For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Home Craftology Products that are purchased pursuant to such Qualifying Order.