Amtify Connect™ Influencer Program
Terms and Conditions
These Terms and Conditions (“Agreement”) describe each parties responsibility to the other. The parties to this Agreement shall be referred to as follows:
a) Amtify Connect™: Company, Us, We, Our, Ours and other first-person pronouns will refer to the Company, as well as all employees and affiliates of the Company.
b) The Influencer, as the user of the Company’s Website and Services, will be referred to throughout this Agreement as “Influencer” or with second-person pronouns such as You, Your or Yours.
c) Parties: Collectively, the parties to this Agreement (the Company and You) may be referred to individually as "Party" and collectively as the "Parties”.
1 - Agreement
This Agreement shall govern the use of all pages on this website (hereinafter collectively referred to as "Website") and any services provided by or on this Website ("Services").
The Company agrees to provide to You a non-exclusive, limited, non-transferable and revocable license to use the Company Website and Services solely in connection with Your performance under the Agreement. This license terminates upon Your cessation of use of the Website or Services or at the termination of this Agreement.
The Influencer agrees to create content, promote, and sell the Company's products (the "Products") on and through the Influencer's social media account(s). Influencer agrees to create Company product media and insert appropriate hashtags to promote Company products.
The Company agrees to process and fulfill all product orders, including returns and exchanges of the products.
2 – Influencer Program Registration
As a user of the Website or Services, Influencer is required to register with Company providing certain identifying and qualifying information. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in the manner set forth in this Agreement. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information is grounds for immediate termination of this Agreement. The Company’s Influencer application form can be found here.
3 – Age Restriction
You must be at least 18 (eighteen) years of age to join Our Influencer Program or use Our Website and Services. By submitting an application to our Influencer Program, you represent and warrant that you are at least 18 years of age and may legally be bound by this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4 – No Employment Relationship
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. Influencer is an independent contractor and agrees at all times to act as such. No Party has any authority to bind the other to third parties. Influencer is responsible for Influencer's own local, state, and federal income tax liability, and no tax funds or other required payments, such as social security, will be withheld from any of Influencer's Commission payments. Affiliate agrees to provide a completed W8/W9 tax form to Company.
5 – Term & Termination
The initial term of this Agreement shall be one (1) year, commencing with the Company’s acceptance of Your application to the Influencer Program. The Agreement will automatically renew under the same or the then current terms and conditions for additional one year periods unless either Party provides notice 60 days in advance of a renewal date of its desire not to renew.
This Agreement may be terminated at any time by either Party, upon notice in writing:
a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
Should this Agreement be terminated prior to the Termination Date, Company shall pay Influencer any and all fees earned but not paid out prior to termination. If the Influencer is terminated for a material breach, including but not limited to violation any of the terms of this Agreement, and/or violating the intellectual property rights of the Company or a third party, or for failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material, then Influencer forfeits all rights, including the right to any unclaimed fees.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
6 – Non-Exclusivity
Nothing in this Agreement shall be deemed to create an exclusive relationship between Company and Influencer. The Influencer is free to work with other advertisers and Company may promote its products through additional influencers.
7 – Promotion and Sale
Company and Influencer agree that Influencer has the right to post on any social media platform it chooses, however, Influencer must submit each platform to Company for approval prior to such use. Company may accept or reject such platform at its sole discretion.
8 - Commissions
Influencers will be paid commissions on all eligible sales of Company's products initiated through the Influencer’s account(s). The Company will assign the Influencer a personal code(s) that will identify the products sold through each Influencers social media account. Influencer will receive:
Twenty (20%) percent of all Influencer related collected revenue up to $1,000.
Twenty-five (25%) of all Influencer related collected revenue over $1,000. This rate will be paid on all eligible collected revenue through the end of each calendar year.
Commissions will be paid on all eligible revenues collected from the 1st through the last day of each calendar month on the final day of the following month.
Commissions will be not be paid on disputed orders unless and until the dispute is decided in the Company’s favor. Commissions due to Influencer will be subject to chargebacks for returned and/or refunded orders related to Influencers orders. Such chargebacks will be deducted from monthly commissions payable.
All payments made by Company will be through PayPal, and Influencers agree that they must open and provide a valid PayPal account to Company for Commission payments to be made.
Commissions will be paid on the purchase price of the product only, and not on sales taxes, shipping fees, handling costs or any other non-product related costs.
9 - Permissions and Restrictions
By joining the Influencer Program you authorize Us to use your social media addresses, profile images, content images & videos on Our Website for promotional purposes.
Influencers are prohibited from using pay per click advertising to drive traffic /sales directly to amtify.com. However, Influencers are allowed to use any type of advertising or other means to drive traffic to their own blog, site or social media network.
10 - Products
Any products on the Company’s Website (www.amtify.com) are available for promotion and sale to Influencer's audience.
11 – Intellectual Property
Influencer and Company each agree that any intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties shall remain owned by the respective Parties. No transfer of ownership of intellectual property may take place under this Agreement and that neither Party will use the others IP for any unlawful or infringing purpose.
Subject to the limitations listed below, each Party hereby grants the other a non-exclusive, non-transferable, revocable license to use their intellectual property solely and exclusively in conjunction with this Agreement. No Party may modify the other Party's intellectual property in any way. Specifically, Company grants Influencer the license to use Company's brand name and logo.
Either Party may revoke this license at any time, including if any misuse of intellectual property is found. This license will terminate at the expiration of this Agreement.
Unauthorized use of any Party's intellectual property shall be considered unlawful infringement and each Party reserves all rights, including the right to pursue an infringement suit in federal court.
12 – Service Interruptions
The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You understand that Your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, and agree that the Company shall have no liability for any damage or loss caused as a result of such downtime.
13 - Compliance
Influencer warrants and agrees to maintain full compliance with all Federal Trade Commission (FTC) rules and regulations, as well as any other applicable laws, including tagging all posts with relevant or required hashtags, such as "#sponsored," "#ad," or "#advertisement," as well as, “where applicable”. Company recommends that Influencer seek independent legal counsel to advise on specific compliance steps.
14 – Modifications and Variation
We reserve the right, at our sole discretion, to update, change or replace any part of this Agreement by posting updates and changes on Our Website. It is Your responsibility to check Our Website periodically for changes. Your continued use of or access to Our Website or Services following the posting of any changes to this Agreement constitutes acceptance of those changes.
a) To the extent any part or sub-part of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid.
b) You agree that all new features or tools added to the Website and Services or shall also be subject to this Agreement.
15 - Indemnification
Influencer agrees to defend and indemnify Company and any of its agents (if applicable) and hold Company harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Influencer's conduct or actions. Company shall be able to select its own legal counsel and may participate in its own defense if Company wishes.
16 – No Warranties
You agree that Your use of the Website and Services is at Your sole and exclusive risk and that any Services provided by Us are on an "as is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Website or Services will meet Your needs or that the Website or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services.
17 – Spam Policy
You are strictly prohibited from using the Website or any of the Company's Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
18 – Third Party Links & Content
The Company may occasionally post links to third party websites or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to Our Website.
19 – Sales
The Company may sell goods or services or allow third parties to sell goods or services on the Website. The Company undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You offer such products at Your own risk. For goods or services sold by others, the Company assumes no liability for any product and cannot make any warranties about the merchantability, fitness, quality, safety or legality of these products. For any claim You may have against the manufacturer or seller of the product You agree to pursue that claim directly with the manufacturer or seller and not with the Company. You hereby release the Company from any claims related to goods or services manufactured or sold by third parties, including any and all warranty or product liability claims.
20 – General Provisions
a) JURISDICTION, VENUE & CHOICE OF LAW: The Parties agree that California law shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between Influencer and Company. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the State and Federal courts of Los Angeles County, California.
b) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Los Angeles County, California. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of California. Each Party shall pay their own costs and fees. Intellectual property claims will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
c) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You without Our written permission. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
d) SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts shall continue in full force and effect.
e) NO WAIVER: In the event that any Party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
f) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization only. Headings shall not affect the meaning of any provisions of this Agreement.
g) FORCE MAJEURE: The Parties are not liable for any failure to perform due to causes beyond their reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
h) ELECTRONIC COMMUNICATIONS PERMITTED: Standard electronic communications, including but not limited to email and messaging, are acceptable for any notice required by either Party under this Agreement.
21 – Acceptable Use
You agree not to use the Influencer Program or our Company Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Influencer Program in any way that could damage our websites, products, services, or the general business or reputation of the Company.
a) You further agree not to use the Influencer Program:
1) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
2) To violate any intellectual property rights of the Company or any third party;
3) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
4) To perpetrate any fraud;
5) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
6) To publish or distribute any obscene or defamatory material;
7) To publish or distribute any material that incites violence, hate, or discrimination towards any group; or,
8) To unlawfully gather information about others.
22 - ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Influencer Program. This Agreement, as from time to time revised, supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.