DATEFIT AMBASSADOR PROGRAMS AGREEMENT
THIS AGREEMENT GOVERNS PARTICIPATION IN Datefit’s Ambassador Program.
This Ambassador Program AGREEMENT (this "Agreement") by and between Datefit ("DF") and participants (“Ambassadors”) consists of these terms and conditions and in those in the accompanying attachments. Ambassadors and DF are sometimes referred to collectively in this Agreement as the "Parties." "Ambassador" means the party registering with Datefit to participate in the Ambassador Program and any officers, directors, employees, affiliates, contractors, subsidiaries, and agents acting on its (or their) behalf, which shall be bound by the terms of this Agreement. "Ambassador Media" means websites, media content, and social media accounts.
1. Engagement. DF owns and operates the Ambassador Program, a brand program that regularly offers opportunities for Participants to promote the DF brand and participate in opportunities online, in person and via social media.
Ambassadors are influencers and instructors in good standing in the fitness and healthy way of life community who embody DF’s core values and operate websites and social media accounts on a variety of topics related to Datefit's current and future customers.
Both parties agree to collaborate to deliver the following services as specified below.
2. Services. Datefit will identify and present opportunities to ambassadors to participate in at the sole discretion of the individual. Including content and media development, sponsorship opportunities, social media campaigns, product reviews and feedback and any other yet identified activity.
Both Ambassador and Datefit agree to the following actions in order to execute the agreement:
Ambassador Agrees to:
(i.) Operate per the terms of this Agreement
(ii.) Select and participate in the program in a timely manner in accordance with instructions and specifications provided by DF
(iii.) Not manipulate Ambassador statistics, reports or other types of DF data
(iv.) Participate in Ambassador Opportunities on a monthly basis or as recommended in Brandchamp challenges.
(v.) If participant is inactive in the Brandchamp application (i.e. not logging in or completing challenges) for 30 days, the profile and ambassador will be terminated. Notification email will be sent to the email address associated with Brandchamp account 48 hours prior to termination.
(vi.) Provide a non-exclusive right to DF to use Ambassador media created while participating in the Ambassador Program. This media must consist of original and non-copyrighted content (unless citations/credits are given).
(vii.) Maintain a good standing in the fitness community, local community and within the Ambassador Program community
(viii.) Represent Datefit and the Ambassador Program in line with the core values of the Datefit brand
(ix.) Acknowledge that Datefit gives no representation or warranty as to the volume of content that may be provided
(x.) Participation in the Ambassador Program is at the sole description of Datefit.
Datefit Agrees to:
(i.) Provide Ambassador with access to Brandchamp and other activities described in the Ambassador Program
(ii.) Promote Ambassadors at Datefit’s sole discretion
(iii.) Provide perks, rewards, and visibility for Ambassadors
(iv.) Share compensation for participating in accordance with provision of Section 3 of this Agreement
3. Compensation and Revenue Share. In consideration of the obligations performed by Ambassadors under the terms of this Agreement DF agrees to compensate Influencer with rewards, perks and other unique forms of compensation at DF’s sole discretion.
4. Term and Termination. This Agreement will continue until terminated by written notification by Ambassador or DF. Either party may terminate this Agreement with written notice to the other party. Sections x, y, z shall survive any expiration or termination of this Agreement. Neither party shall be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party shall be without prejudice to any other right or remedy of such party under this Agreement or applicable law.
5. Indemnification. Ambassador shall indemnify, defend and hold harmless DF, its officers, directors, employees, affiliates, contractors, subsidiaries, agents, successors and assigns from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorney’s fees and costs) arising out of or relating to (a) any claim that the advertising and marketing campaign infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person, or (b) any claim of libel, defamation, fraud, misrepresentation or other similar claim in connection with the social media marketing campaign, provided that (i) DF provides Ambassador with prompt written notice upon becoming aware of any such claim, (ii) DF reasonably cooperates with Ambassador in the defense of such claim, and (iii) Ambassador has sole and exclusive control over the defense and settlement of any such claim (provided that any settlement must be approved by both parties).
6. Warranties; Limitation of Liability
6A. Ambassador Warranties. Ambassador represents and warrants that (a) Ambassador has the right and authority to enter into this Agreement; and (b) DF’s exercise of its rights under this Agreement will not conflict with any of Ambassador’s other contractual relationships.
6B. DF Warranties. DF represents and warrants that DF has the right and authority to enter into this Agreement.
6C. Limitation of Liability. DF shall not be liable for any indirect, special or consequential damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, arising from or relating to this Agreement, even if such party is expressly advised of the possibility of such damages. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the failure of essential purpose of any remedies available to either party.