Ambassadors program agreement
This Ambassador Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in the Dexilon Ambassadors Program.
As used in this Agreement, “we,” “us” or “Dexilon” means Dexilon Foundation, a legal entity incorporated and acting under the laws of the Republic of Panama, and “you,” “your” or “Ambassador”, means you as the ambassador participating in Dexilon Ambassadors Program. “Ambassador Site” individually and collectively means your website(s), social media accounts or posts, e-mail communications, and/or software applications. “Ambassadors Program” means the program we manage or control by which participating entities or individuals place links that are unique to each of them on their Ambassador Site that connect to the Dexilon website and for which a reward is earned for new subscribers to Dexilon Services.
- Once you have signed up as a Dexilon customer, we will provide you with a unique referral link (the “Link”) that links to a Dexilon website to start the enrollment process. Whenever you tell a potential new subscriber about Dexilon and how we can help improve their marketing automation, the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link, otherwise we have no way of tracking or knowing where the new subscriber came from, and we will not be able to track or distribute your reward. To qualify under the Ambassador Program, any new subscriber must not have been a previous subscriber to any of our Services.
- You and Dexilon will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to a page on a Dexilon website designated by us via a special tagged link format.
3. Use of Dexilon’s Intellectual Property:
- Dexilon hereby grants to you during the Term (defined in Section 9 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Ambassador Site and the Dexilon website and to use Dexilon’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.
- The foregoing license does not include the right to, and an Ambassador will not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. Ambassador will comply with any trademark usage guidelines and instructions provided by Dexilon in connection with Ambassador’s use of the Marks. We will have the right to review and monitor Ambassador’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at Dexilon’s request and direction, Ambassador will, at its sole cost, promptly correct any non-complying use of the Marks. Ambassador will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Ambassador’s use of the Marks in any advertisement, web page, promotional materials, or other item shall be subject to Dexilon’s prior review and approval, and Ambassador will furnish to Dexilon an advance copy of each such items. All goodwill arising from Ambassador’s use of the Marks will inure solely to the benefit of Dexilon. Ambassador will at all times maintain a high-level of quality for the messaging on their Ambassador Site.
- Except as set forth above, we reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of Marks, except as set forth herein, is strictly prohibited.
- All and any materials, including, but not limited to, articles, posts, videos, presentations, podcasts, etc., regardless of form of existence thereof (written, digital, analogue), whether patentable or not, whether protected by copyrights, neighboring rights or otherwise or not, created or otherwise developed by you for the purposes of participating in Dexilon Ambassadors Program shall be deemed as a “work made for hire” and Dexilon shall solely own all rights and title to and interest in such materials, including, but not limited to, all and any intellectual property rights thereto. Upon Dexilon’s request you shall provide Dexilon, with all reasonable assistance required by Dexilon to formalize its rights, title and interest in such materials.
- Use of Likeness:
Ambassador acknowledges the ownership and validity of Dexilon’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Ambassador.
Ambassador further grants to Company the irrevocable right and permission to film, videotape, photograph and/or otherwise record Ambassador and to reproduce, modify, publish, distribute, display, broadcast, exhibit, and/or in any other way use Ambassador’s image, likeness, signature, voice, photograph, name (including nicknames), actual and/or paraphrased statements, biographical information and/or any other information or attribute identifying and/or otherwise associated with Ambassador (collectively the “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, in any manner and without restriction of any kind, worldwide, in perpetuity and royalty-free, for any purpose whatsoever, including without limitation for the purpose of advertising, publicity, promotion, and/or other marketing for Company and/or the Work, in all media now known or hereafter developed (including without limitation in social media).
5. No Right of Approval
Ambassador hereby irrevocably waives any and all right to inspect and/or approve Dexilon’s use of Ambassador’s Likeness, including without limitation any text, image and/or other creative elements that may be used in connection with the Work and/or Ambassador’s Likeness.
Ambassador will regard and retain as confidential and will not divulge to any third party, or use for any unauthorized purposes (including Ambassador’s own benefit) either during or after Ambassador’s engagement with Dexilon, any proprietary, or confidential information or know-how that Ambassador has acquired during Ambassador’s service or in consequence of Ambassador’s service or contacts with Dexilon without the prior written consent of an authorized representative of Dexilon. Ambassador agrees to return to Dexilon all such documentation and any other confidential information upon termination of Ambassador’s engagement with Company.
7. Restricted Activities
Ambassador will conduct its business and activities in a manner that promotes a good, positive image and reputation for Dexilon and the Services. Without limiting the generality of the foregoing, Ambassador will not:
- use any inappropriate form of promotional, marketing, or advertising activity with your Link or Ambassador Site, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Dexilon and the Services;
- engage in any unfair or deceptive trade practice involving the Services;
- participate in any promotion, advertising, marketing, or sale of any imitation of the Services;
- include or provide for in any Ambassador Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information; and
- impersonate any Dexilon employee;
- use any Marks to mislead potential new subscribers into believing you are endorsed or employed by Dexilon;
- use the string “Dexilon” for any website domain name;
- spam or send bulk-emails including Links;
- use paid advertising, search, or social pages for promoting Links;
- use its own Link to purchase any Services; and
- make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with Dexilon’s standard terms and policies, or that has not been approved or otherwise authorized by Dexilon in writing
- In the event of a direct monetary reward, the Ambassador is required to complete and submit proper tax information to Dexilon before direct monetary payments will be issued.
- Dexilon will bill the customer directly and will be solely responsible for collecting payment from subscribers. When a new customer subscribes to the Services through your Link, details will be provided in your Ambassador account.
- Dexilon will distribute your reward after the accrual value of a referred subscriber’s account has reached and/or eclipsed a predetermined threshold. Accrual value will be determined through applicable accounting standards and regulations.
- As an Ambassador, we will provide you with access to the Ambassadors Program Dashboard using your log-in credentials. There, you can see a summary report for all new subscriptions directed from your Link for both paid and trial plans, including information on new subscriber pricing plans and any rewards you have earned.
- Dexilon will establish a minimum hold period of 30 days, plus the time required to conduct a manual review.
- Ambassador Program rewards will be distributed before the end of the calendar month following the hold period.
- You and Dexilon will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, rewards, or payments received under or in connection with this Agreement.
- At Dexilon’s discretion, it may increase, change, or modify reward distributions at any time with no liability or further obligations to you.
9. Term and Termination
- The term of this Agreement (the “Term”) will begin upon your acceptance of the terms of this Agreement through clicking a corresponding acceptance button and will end when terminated. Either you or we may terminate this Agreement at any time, with or without a cause, by giving the other at least five (5) days written notice of termination.
- You are only eligible to earn rewards on new subscriptions occurring during the Term and that remain subscribed for at least 60 days as of the effective date of termination. Dexilon may, in its sole discretion, distribute your rewards for any new subscribers that remain subscribed for 60 days after the effective date of termination, but has no obligation to do so.
- This Agreement may be terminated by either party with an immediate termination effect, in the event that the other party fails to perform or otherwise breaches any of its obligations hereunder, if, following the giving of notice by the terminating party of its intent to terminate and stating the grounds therefor, the party receiving such notice shall not have cured the failure or breach within thirty (30) days. In no event, however, shall such notice or intention to terminate be deemed to waive any rights to damages or any other remedy which the party giving notice of breach may have as a consequence of such failure or breach.
10. Representations and Warranties
Each of us hereby represents and warrants to the other that:
- it has full power and authority to enter into this Agreement and to perform its obligations hereunder;
- it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and
- it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.
Ambassador represents and warrants that: (i) Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (ii) Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, the current FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and all related disclosure requirements; and, notwithstanding the termination provisions set forth herein, Company reserves the right to immediately terminate this Agreement if Ambassador fails to make social media or other disclosures in the manner set forth in the FTC Guides, which failure shall be deemed a material breach of the Agreement that is not capable of cure; (iii) the use of the Ambassador’s Likeness does not and will not violate the rights of any third party, including without limitation, any contract, copyright, trademark, or rights of privacy or publicity of any third-party; (iv) Ambassador will not use any disparaging, pornographic, defamatory and/or offensive material; Ambassador will not make any derogatory comments regarding Company or any negative reviews about Company; and (vi) Ambassador will perform the services in a timely, professional and workmanlike manner.
11. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
- Dexilon will remain solely responsible for the operation of the Dexilon website and Services, and you will remain solely responsible for the operation of the Ambassador Site. Each party acknowledges that (i) their respective sites may be subject to temporary downtime due to causes beyond their reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
- EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AMBASSADOR PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. DEXILON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF REWARDS AMBASSADOR MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AMBASSADOR MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
- UNDER NO CIRCUMSTANCES WILL DEXILON BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF DEXILON HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. Dexilon’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AMBASSADOR UNDER THIS AGREEMENT IN THE SIX-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
12. Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Dexilon and limits the manner in which you can seek relief from us.
- Except for small claims disputes in which you or Dexilon seek to bring an individual action in small claims court, you and Dexilon waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Chicago, Illinois in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
- YOU AND Dexilon AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND Dexilon AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
- You and Dexilon agree that this Agreement affects interstate commerce and that the enforceability of this Section 12 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between Dexilon and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and Dexilon agree that for any arbitration you initiate, you will pay the filing fee and Dexilon will pay the remaining JAMS fees and costs. For any arbitration initiated by Dexilon, Dexilon will pay all JAMS fees and costs. You and Dexilon expressly agree that the state and federal courts of Chicago, Illinois shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
- Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and Dexilon no longer have the right to assert the claim.
- You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 12 by sending a written letter to Dexilon, Attn: Attention: Reseller Program, 1 North Dearborn Street, 5th Floor, Chicago, IL, 60602, that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 13 (c) of this Agreement.
- All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of North Carolina or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
13. General Provisions
- You and Dexilon are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
- Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
- This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Illinois, without reference to its conflict of laws provisions. You and Dexilon expressly agree to exclusive jurisdiction in any competent court in Chicago, Illinois.
- Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to Dexilon will be sent to: Dexilon, Attention: Ambassador Program, 1 North Dearborn Street, 5th Floor, Chicago, IL, 60602.
- You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
- The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
- This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
- If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.