HYHR AMBASSADOR AGREEMENT
2. OUR AMBASSADOR PROGRAM – Our Ambassador program (the “Program”) is an optional program that allows participating Ambassadors to receive discounts and earn compensation. Should you enroll as an Ambassador, your membership will continue on a month-to-month basis until terminated by you or HYHR. For more information on Enrollment, Membership, & our relationship as Independent Contractors, please see Sections 2.A, B, & C below.
3. COMPENSATION – Through the Program, you can earn different types of compensation on Qualifying Referrals (defined below). For more information on Compensation, please see Section 3.A below and the HYHR Marketing Plan.
4. USING YOUR AMBASSADOR CODE & LINK – Once you’ve been accepted into the Program you’ll be given an Ambassador Code and/or Ambassador Link. Then you can begin to promote the HYHR Sites (defined in the Terms) and the website marketplaces of our 3rd party “Fulfillment Partners” (together with the HYHR Sites, the “Sites”) & the products sold on the Sites (the “Products”) on your personal social media platforms, websites, blogs & the like (your “Personal Sites”) in accordance with the Program Participation Requirements in Section 4.A below. You are also solely responsible for your Personal Sites & your participation in the Program as described in Section 4.B below.
5. ENDORSEMENTS, CLAIMS & TESTIMONIALS – Endorsements, claims, & testimonials are closely regulated & the law requires that:
- Your statements about the Program, the Sites, & the Products are honest & not misleading.
- You clearly disclose that you receive compensation for participating in the Program by using the hashtag #HYHRAmbassador.
The Ambassador Compliance Section 5.A below contains more important details.
6. ADDITIONAL INTELLECTUAL PROPERTY TERMS – In addition to the IP terms in Sections 7.A, B & C of the Terms, we are each giving each other additional limited IP rights in connection with the Program. Please see the Additional IP Terms for Ambassadors in Section 6.A below.
7. CONFIDENTIALITY & PRIVACY – Being an Ambassador means you may have access to Confidential or Personal Information. Please read about your obligations toward Confidentiality & Privacy in Sections 7.A & 7.B below.
8. OUR ADDITIONAL RIGHTS – In addition to our rights reserved in the Terms, we reserve the right to change the Ambassador Program or the Marketing Plan at any time and to terminate or suspend your participation in the Program. Any determinations, updates, actions or approvals that may be given by us under this Ambassador Agreement, may be made, taken, or given in our sole discretion.
2.A AMBASSADOR ENROLLMENT & MEMBERSHIP
i. ENROLLMENT – To become an Ambassador & have a “Membership” with HYHR, you must submit a complete and accurate Program application and pay a Membership fee (“Membership Fee”), which we may waive for a period of time in our sole discretion. In order to promote certain Product categories, additional requirements may be required in accordance with applicable laws. You will ensure that information in your Program application and otherwise associated with your account, including your email address and other contact information, is at all times complete, accurate and up-to-date. Once your application has been accepted, we will issue you your Ambassador code (“Ambassador Code”) and/or link(s) to your individual Ambassador replicated website marketplace(s) (“Ambassador Link”) and you can begin to promote our Products and services as permitted herein. Notwithstanding anything to the contrary herein, we at our sole discretion, may change the references to our Members from “Ambassadors” to any other term of our choosing, including without limitation Affiliates, Consultants, and Influencers.
ii. MEMBERSHIP FEE – If you enroll as an Ambassador, you be immediately billed the Membership Fee then in effect. Your Membership will then continue on a month-to- month basis and your payment method will be charged the Membership Fee on the same day each month unless you have canceled your Membership before the next billing date.
iii. AUTOMATIC RENEWAL – MEMBERSHIPS ARE CONTINUOUS AND AUTOMATICALLY RENEW UNLESS YOU CANCEL YOUR MEMBERSHIP OR WE OTHERWISE TERMINATE YOUR ACCOUNT.
2.B TERMINATION OF MEMBERSHIP
i. TERMINATION BY YOU – You may terminate your Membership & this Ambassador
Agreement at any time by giving us written notice to Info@goHYHR.com or by failing to meet any Program requirements, such as payment of a monthly fee then in effect. In either case, your termination is prospective and you will not receive a refund or repayment of previously paid Program fees.
ii. TERMINATION BY US – We may terminate your Membership & this Ambassador Agreement (a) immediately and without prior notice upon your breach of any provision of this Ambassador Agreement, the Terms, or the terms of any of our 3rd party Fulfillment Partners, or (b) at our sole discretion with 30 days prior written notice to you.
iii. EFFECT OF TERMINATION – Upon any termination of your Membership & this Ambassador Agreement, any and all licenses you have will automatically terminate and you will immediately remove from your Personal Sites and delete or otherwise destroy all references to HYHR, your Ambassador Code, your Ambassador Link, the Sites, and any other materials provided or made available by or on behalf of us to you in connection with the Program. In addition, you will lose all rights, titles, interests, benefits and privileges available to an Ambassador, including but not limited to any and all Compensation. We may withhold accrued unpaid Compensation for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). No termination of this Ambassador Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Ambassador Agreement prior to termination.
2.C INDEPENDENT CONTRACTOR RELATIONSHIP – Ambassadors are not employees of HYHR but are independent contractors. Nothing in this Ambassador Agreement or the Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. Ambassadors are not guaranteed an income or fixed compensation of any kind and are solely responsible for reporting income and paying taxes in accordance with applicable law. As an independent contractor, you will have no authority to make or accept any offers or representations on our behalf and you will not make any statement, whether on Your Personal Sites or otherwise, that contradicts or may contradict anything in this Section 2.C.
3.A AMBASSADOR COMPENSATION – Unless expressly stated otherwise by us, you may earn compensation only as described in this Ambassador Agreement and only with respect to activity on the Sites.
iv. COMPENSATION TYPES – Through the Program, HYHR offers compensation on the following type of “Qualifying Referrals”: with regard to general wellness and CBD-related products, a percentage commission of retail sales made on the HYHR Sites using your Ambassador Code (or Ambassador Link) or the Ambassador Codes (or Ambassador Links) of those Ambassadors that you have directly referred to the Program (the “Compensation”). Please see the HYHR Marketing Plan for more detailed information.
v. ORDER PROCESSING & TRACKING QUALIFYING REFERRALS – We, or our 3rd party Fulfillment Partners, or their service providers, will process Product orders placed by customers on the Sites using your Ambassador Code and/or Ambassador Link. We reserve the right to reject orders that do not comply with any requirements set forth herein. We will track & report Qualifying Referrals to you on a regular basis.
vi. YOUR PRODUCT PURCHASES – Ambassadors may purchase Products for your own use through the Sites and may receive a discount on published retail prices. These purchases are intended for your personal use and not for resale (sometimes referred to as “field sales”). We do not encourage or approve of the purchase of Products for resale (e.g., field sales or carrying an inventory of Products for resale) and will only pay compensation on Qualified Referrals as set forth herein. Any such purchases are at your own risk and their return is limited to the return policy in place at the time of your purchase.
vii. EXCLUSIVE ONLINE PLATFORM – The Sites are the exclusive means for selling and promoting the Products. As such, the resale of “new with tags” Products is prohibited on other online forums such as auction sites and resale platforms.
viii. OTHER EXCLUSIONS – Qualifying Referrals exclude, and we will not pay Compensation on any of the following:
- your personal purchases as an Ambassador, as noted in Section 3.A.i above; any Product that is not purchase on the Sites;
- any Product that is not purchase on the Sites;
- any Product that is purchased through the Sites but that violates the terms of this Ambassador Agreement or the Terms;
- any Product purchased after termination of this Ambassador Agreement; or
- any Product order that is cancelled or returned.
ix. PAYMENT OF COMPENSATION – Compensation will be paid through our partner sites and via direct deposit to your bank account no later than approximately 30 days after the end of the month in which the Qualifying Referrals were made. For example, payment for Qualifying Referrals made in January will take place in late March. In order to receive payment if cash compensation is offered, you must provide us with the name of your bank, the bank account type, the 9-digit routing number/ABA number, the account number, and the name of the primary account holder exactly as it appears on the account.
x. RETURNS – In the event a Product is returned for a refund or a chargeback occurs, any Compensation you initially earned as a result of the corresponding Qualifying Referral will be deducted from your future compensation. A refund of one order may impact the Compensation for one or more Ambassadors.
xi. CHANGES TO COMPENSATION – We may change all or any part of the HYHR Marketing Plan at any time, upon notice to you. IF ANY CHANGE IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
xii. WITHHOLDING – From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your Compensation until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
4.A PROGRAM PARTICIPATION REQUIREMENTS – With regard to your Ambassador Code, your Ambassador Link, linking to the Sites generally, and your general promotion of the Sites, you agree:
i. You will not use a link shortening service in a way that makes it unclear that you are linking to the Sites;
ii. You will not remove from your Personal Sites any links and related references to limited time promotions, sales or discounts on or before the expiration date of that promotion;
iii. You will not display or otherwise use our, our service providers’, or our Fulfillment Partners’ trademarks or logos except as expressly permitted under and in accordance with this Ambassador Agreement;
iv. You will not engage in any promotional, marketing, or other advertising activities on behalf of us, our Fulfillment Partners, or
otherwise in connection with the Program, that are not expressly permitted under this Ambassador Agreement. Upon our request, you will provide us with written certification that you have complied with this Section 3.A Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Ambassador Agreement and the Terms;
v. You will not use or imply another person’s endorsement or sponsorship of, or commercial tie-in or other association with, any HYHR Product or service (including by placing unrelated third party materials in close proximity to any links to the Sites or to your Ambassador Code or Ambassador Link) without that person’s prior written permission;
vi. You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using your Ambassador Code or Ambassador Link (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to use your Ambassador Code or Ambassador Link);
vii. You will not make any personal orders or engage in other transactions of any kind using your Ambassador Code or Ambassador Link on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so;
viii. You will not link to the Sites from references to items on your Personal Sites that are not the Products;
ix. You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, browse, or order) are occurring;
x. You will not include on your Personal Sites, display, or otherwise use your Ambassador Code or Ambassador Link in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
xi. You will not post or serve your Ambassador Code or Ambassador Link or other content promoting the Sites within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not one of your Personal Sites;
xii. You will not cause the Sites to open in a customer’s browser other than as a result of the customer clicking on the Site link on your Personal Sites;
xiii. You will not cloak, hide, spoof, or otherwise obscure the URL of your Personal Sites containing a link to the Sites (including by use of a redirecting page) or the user agent of the application in which the link is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through the link to the Sites; and
xiv. Your Personal Sites will not:
- promote or contain sexually explicit materials;
- promote violence or contain violent materials;
- promote or contain libelous or defamatory materials;
- promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promote or undertake illegal activities; or
- be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder.
4.B SITES & YOUR PARTICIPATION IN THE PROGRAM – You will be solely responsible for your Personal Sites, including, if applicable, their development, operation, and maintenance and all materials that appear on or within them. We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our payments processors, service- providers, licensors, and suppliers (and our respective subsidiaries, affiliates, agents, directors, employees, and representatives) harmless from and against all Losses (as such term is defined in Section 8.B of the Terms relating to (a) your Personal Sites or any materials that appear on your Personal Sites; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Personal Sites; (c) your use of your Ambassador Code and Ambassador Link, whether or not such use is authorized by or violates this Ambassador Agreement or applicable law; (d) your violation of any term or condition of this Ambassador Agreement; or (e) your negligence or willful misconduct in connection with this Ambassador Agreement or the Program.
5.A AMBASSADOR COMPLIANCE – In addition to following the Acceptable Use Policies in Section 4.A of the Terms, you agree to the following additional policies:
i. GENERAL CONDUCT – As an Ambassador you are a representative of the HYHR brand and you represent and warrant to us that:
- you will not engage in any conduct that may damage the goodwill, reputation, brand, management, personnel, or business of HYHR, our 3rd party Fulfillment Partners, or the Sites; and
- you will comply will all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and the like with regard to your participation in the Program.
ii. INCOME CLAIMS – You may not make claims of any kind about the amount of actual or potential compensation you or another Ambassador receives or may receive. Claims include, but are not limited to, showing cash, copies of checks, bank statements, or tax records, making income projections, or showing photographs, videos or other visual depictions that infer or state that you are able to enjoy a particular lifestyle due to the commissions or bonuses you receive through the Program.
iii. PRODUCT CLAIMS – You understand that the Products do not diagnose, treat, cure or prevent any illness, injury or other medical condition. Accordingly, you will not make claims about the Products or our services that are not provided on Product labels, in our official literature, through our official corporate websites, or in claims guidance provided by us from time to time.
iv. PROOF OF COMPLIANCE – You will provide us with any information that we request to verify your compliance with the Terms or this Ambassador Agreement. In addition to any other rights or remedies available to us, we may terminate this Ambassador Agreement, and/or the Terms, and/or withhold (and you agree you are not eligible for) any compensation payable to you under this Ambassador Agreement, or implement other disciplinary measures as we deem appropriate in our sole discretion, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you have not complied with this Ambassador Agreement or the Terms.
6.A ADDITIONAL IP TERMS FOR AMBASSADORS
i. LIMITED LICENSE TO THE HYHR IP – Subject to the provisions of this Ambassador Agreement and the Terms, and solely for the limited purposes of advertising Products on, and directing end users to, the Sites in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display your Ambassador Code, your Ambassador Link, and general links to the Sites solely as permitted herein; and (b) use only that HYHR IP that we may make available to you as part of your promotion of the Products, solely in accordance with the terms set forth herein.
ii. YOUR PERMITTED USE OF THE HYHR IP – When using the HYHR IP you may not:
- Remove or alter any trademark or service mark symbols. The "HYHR" logo is a service mark of HYHR and must appear with the TM symbol placed on the right "shoulder" of the mark in every iteration of the mark in logo form, but may be omitted after the first mention in prose/plain-text materials;
- Register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of the HYHR IP; and
- Re-sample, duplicate, alter, modify, crop, add to, blur or tarnish the HYHR IP, except that original logo art supplied by us can be enlarged or reduced in size, but must be done in exact proportion to the original height and width.
Furthermore, you will comply with any additional guidelines we provide with regard to the HYHR IP with respect to the graphic reproduction, appearance, and “look and feel” related to the marketing and representation of HYHR and the Products.
iii. TERMINATION OF LIMITED LICENSE TO THE HYHR IP – The license set forth in Section 6.A.i above will immediately and automatically terminate (a) if at any time you do not timely comply with any obligation under this Ambassador Agreement or the Terms, or (b) otherwise upon termination of this Ambassador Agreement or the Terms. In addition, we may terminate the license set forth in Section 6.A.i above in whole or in part upon written notice to you. You will promptly remove from your Personal Sites and delete or otherwise destroy all uses of the HYHR IP with respect to which the license in Section 6.A.i above is terminated or as we may otherwise request from time to time.
iv. OUR PERMITTED USE OF YOUR CONTENT, NAME & IMAGE – You agree to grant us a revocable license to use your name, nicknames, initials, image, likeness, voice, audio or visual portrayals, biographical information, or physical attributes, or any other means of endorsement, in any media (which by way of example may include, but is not limited to television, radio, newspapers, billboards, periodicals, magazines and websites) in connection with the promotion, publicity, sale, and endorsement of HYHR, the Program and the Products. You also agree that we may use, reproduce, distribute and display your implementation of your Ambassador Code, Ambassador Link, or general links to the Sites displayed on your Personal Sites as examples of best practices in our educational materials. You may terminate either of these licenses by contacting us at Info@goHYHR.com.
7.A CONFIDENTIALITY OBLIGATIONS – From time to time, we may share non-public business data with Ambassadors that we wouldn’t share with the general public. This is known as “HYHR’s Confidential Information” and it may include consumer or other Ambassador contact information, sales information relating to consumers or Ambassadors, compensation reports, strategic plans, new product launches or the like. HYHR’s Confidential Information constitutes our proprietary business trade secrets and is provided to you in strict confidence. HYHR’s Confidential Information may not be directly or indirectly disclosed to any 3rd party or used for any purpose other than managing your participation in the Program. Any violation of this Section 7.A will cause us irreparable harm for which there is no adequate remedy at law, and the harm to us will outweigh the potential harm to you. Therefore, we will be entitled to immediate and permanent equitable relief to prevent further violations of this Section 7.A.