The following terms and conditions (the “Agreement”) set forth and dictate the legally binding terms of your participation in the CRÜZR BRAND AMBASSADOR PROGRAM (the “Program”). The Program is wholly owned and operated by CRÜZR SADDLES LLC and all CRÜZR BRAND AMBASSADORS are selected by CRÜZR SADDLES LLC (“CRÜZR).
CRÜZR, a saddle hunting company, is a maker of premium hunting saddles and other hunting accessories and gear. CRÜZR has created the Program to engage with relevant influencers to raise brand awareness and to educate consumers at large about its company and product offerings.
CRÜZR maintains the integrity and reputation of its brand as one of its highest priorities and therefore requires all Ambassadors participating in the Program to fully understand the expectations, responsibilities, and limitations set forth in this Agreement. Please take the time to fully read and understand the Agreement in its entirety. By submitting your application for the Program you agree to be bound by the terms set forth in this Agreement. If you do not understand any of the terms or provisions set forth in this Agreement, we encourage you to review them with a legal representative.
BRAND AMBASSADOR AGREEMENT
You certify to CRÜZR that if you are an individual (not a company) that you are at least 18 years of age. If you are a legal entity, you certify that you are an officer of the company or that you are otherwise authorized to act on behalf of the company. You also certify that you are legally permitted to use the Program and that you take full responsibility for the selection and use of the Program.
This agreement is void where prohibited by law, and the right to access the Program is revoked in such jurisdictions. You understand and agree that the Agreement is not deemed to create an employment relationship, partnership, or joint venture between you and CRÜZR.
As a Brand Ambassador you are expected to act with honesty and integrity and to comply with all Federal Trade Commission (“FTC”) guidelines and regulations and to adhere to all applicable laws.
APPLICATION PROCESS & AMBASSADORSHIP
To participate in the Program, you must complete and submit your application to participate in the Program. After you have completed the application, CRÜZR will review your application and make a decision to either accept or reject your application. Acceptance is determined on a case by case basis and the decision by us to either accept or reject your application will be based on the responses you provide on your application as well as any information that may be publicly available about you or your organization.
The Program may offer, at our discretion, multiple benefits to Ambassadors in exchange for content (“Content”) which may include but are not limited to product and company information, images, data, text, ad copy, videos, or other forms of content and media.
CRÜZR reserves the right to make and communicate what, how often, and how many benefits the Brand Ambassador will receive while the Ambassador is participating in the Program. Benefits are offered to Brand Ambassadors during their participation in the Program in exchange for product promotion on the social media accounts of the Brand Ambassadors and for other activities that Brand Ambassadors may participate in for the benefit of CRÜZR.
CRÜZR reserves the right to change unilaterally and to increase or to limit the benefits Ambassadors receive.
Benefits may include the following or other benefits:
CRÜZR products free of charge.
Ambassador discounts on specific products or storewide discounts.
Early access to products
May include other benefits as determined by CRÜZR
CRÜZR will pay for shipping and handling of all free merchandise shipped to the Ambassador during the course of their participation in the Program.
DUTIES AND RESPONSIBILITIES
The Ambassador will create Content regularly and remain an active participant in the Program by creating and posting Content online at least once every calendar month. Failure to remain an active participant may result in removal from the Program.
Content may include but is not limited to text, video, images, or other forms of content. Content must be posted and shared across the Ambassador’s social media accounts, websites, and other channels. Each channel and account for Content distribution must be approved by CRÜZR.
Ambassadors must share and disclose upon request by CRÜZR the monthly results for the Content distributed by the Ambassador.
Ambassadors may occasionally receive products from CRÜZR to test/wear/model/experience and write/post about on social media networks and in other places online. Within a month of receiving products from CRÜZR, Ambassadors must test/wear/model/experience said products and write/post about the products on social media networks and other online or offline channels insofar as the Ambassador has developed a following in such said media.
The Ambassador must notify CRÜZR immediately if You develop a medical condition that prevents you from safely using or promoting CRÜZR products as is advised by your physician. If you have been given medical advice from a medical professional that prevents you from safely using a CRÜZR product, you must immediately discontinue use of said product (s).
Ambassadors must read all warnings and labels and must adhere to directions and warnings with regards to the use of all CRÜZR products. The Ambassador must not use any CRÜZR products in an unsafe manner or in a manner which deviates from said products safe and intended use, and the Ambassador must not provide or disseminate any unsafe product use demonstrations in person or through any forms of media.
Upon notice and/or request from CRÜZR, the Ambassador will remove any content deemed unacceptable by CRÜZR. If requested by CRÜZR, the Ambassador will immediately remove all references to CRÜZR, including its name, logo, trademark, or any other identifying information or material.
The Ambassador must notify CRÜZR immediately if any of the Ambassador’s social media, website, or other relevant accounts have suffered a security breach or if any unauthorized use of the Ambassador’s relevant accounts has occurred. Although CRÜZR will not be responsible for any losses arising from the unauthorized use of the Ambassador’s accounts, the Ambassador may be responsible for any losses incurred or realized by CRÜZR for said unauthorized use. For this reason, the Ambassador hereby agrees to take all reasonable and effective measures to maintain the security of their own accounts.
RESTRICTIONS AND CONTENT
Content that you post or distribute or content that you prepare for dissemination through online channels or otherwise is your Content for which you are solely responsible. You confirm that you have all the necessary rights to the Content and that you are not infringing upon or violating any third party’s rights by posting it or using it.
All Content created by the Ambassador must be truthful and creative representations of CRÜZR which, dependent upon the purpose of the Content, educates or creates awareness of CRÜZR and/or its product offerings.
The Ambassador shall not display the Content in any way that in CRÜZR’s discretion disparages or creates a derogatory or negative image of CRÜZR.
The Ambassador shall not make any false or misleading representations or claims relating to CRÜZR, its products or services, or its offers and promotions.
The Ambassador shall not engage in any other practices that could harm the reputation of CRÜZR.
The Ambassador shall not display any Content that is misleading, violent, deceptive, illegal or that violates any third-party intellectual property rights. The Ambassador shall not violate the privacy rights of any third party or other rights of any kind.
The Ambassador shall not make any statement or commit any act which may denigrate or harm the reputation of CRÜZR.
The Ambassador shall not share the personal information of another Ambassador without their expressed written permission.
The Ambassador shall not obtain followers, reach, likes through deceptive or fraudulent means. In other words, the Ambassador shall not purchase likes, shares, followers, etc. for the purpose of exaggerating their reach or for the purpose of defrauding or deceiving CRÜZR, its employees, or its customers or potential customers.
The Ambassador shall not disseminate or cause to be disseminated any form of spam. Spam is defined in this agreement as but not limited to unsolicited emails, texts, and phone calls, leaving comments on the posts of others, posting contrary to the terms and conditions of other websites, or disseminating information or posts that could be interpreted as unwelcome or unwanted by either the operator of said website or the users of said website or medium of communication.
You agree that You will not: use the Program, or any social media account, or any form of publication whether online or not for the purposes of distributing or facilitating the distribution of any Content that is offensive, obscene, prohibited under any laws or regulations of any territory in which the campaign or promotion is to be conducted, or infringes on any person’s intellectual property rights.
The Ambassador shall ensure that all Content created or shared by the Ambassador for the benefit of CRÜZR conforms with the descriptions and specifications set forth in the Program.
The Ambassador shall adhere to the highest standards of care, skill, and diligence in accordance with the best practice in the marketing sector in general. You acknowledge that time is of the essence as to the performance dates that may be specified under the Program.
As it pertains to any content posted by the Ambassador under the Program, all such content shall be accompanied by a link that directs back to the following URL: www.cruzrsaddles.com.
The Ambassador shall not, during the term of this Agreement, engage in any paid or unpaid promotional activities for any other company whose products or services compete directly with CRÜZR.
The Ambassador is solely responsible for complying with all federal, state and local laws, regulations and rules regarding advertising claims, including but not limited to FTC’s Disclosure Guidelines.
DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION
The Ambassador agrees to enter into a confidential relationship with CRÜZR with respect to the disclosure of proprietary and confidential information.
Through the interactions between CRÜZR and the Ambassador, it may be necessary for CRÜZR to disclose confidential information to the Ambassador.
Confidential information is understood to mean information disclosed by CRÜZR to the Ambassador whether directly or indirectly, whether in written, electronic, or oral format, or whether disclosed in any other form and such confidential information shall include but not be limited to information related to pre-release products and services launches in which CRÜZR wishes to exercise control over the date, time, and/or place of public disclosure. Confidential information shall also include but not be limited to materials used in manufacturing of products, methods of rendering services, schematics, patterns, drawings, sales figures, emails, communications, memoranda, and notices by CRÜZR to its employees, customers, suppliers, and anyone who may be in a commercial relationship with CRÜZR. Confidential Information shall also include but not be limited to customer records, employee records, payroll records, accounting information, product designs, manufacturing procedures and methods, training methods, systems, the nature and existence of supplier relationships, the nature and existence of customer relationships, business plans and strategies, purchases and contracts, and any information expressed by CRÜZR to be confidential, whether expressed orally or in writing. Confidential information does not include information that is generally known or available to the public other than as a result of the breach of the terms of this Agreement by the Ambassador. Confidential Information shall include all information or material that has or could have commercial value or any other utility in the business in which CRÜZR is engaged.
The Recipient may only use the Confidential Information solely for the purpose of performing duties and responsibilities under this Agreement or at the direction of CRÜZR.
The Ambassador shall immediately notify CRÜZR upon discovery of any unauthorized use or disclosure of confidential information by the Ambassador or any other breach of this Agreement by the Ambassador, and will cooperate with any efforts by CRÜZR to regain possession of its Confidential Information and to prevent its future unauthorized use.
RIGHTS AND LICENSE
Through participation in the Program, the Ambassador herein agrees to grant CRÜZR without restriction or limitation irrevocable license to use any and all Content created by the Ambassador during the course of the Ambassador’s participation in the Program as it relates to CRÜZR. The Ambassador agrees that CRÜZR may use freely any content created by the Ambassador for promotion of CRÜZR on the Ambassador’s website, social media accounts, blogs, or in it’s marketing materials and activities, and the Ambassador grants CRÜZR a world-wide, royalty-free, perpetual, non-exclusive, sub-licensable right and license to use, copy, distribute, and display the Content in any media including but not limited to posting online, in print publications, and various other marketing materials with the right to use, copy ,modify, edit, and to create derivative works therefrom. The Brand Ambassador agrees to execute documents confirming such right and license at CRÜZR’s reasonable and relevant request.
If You submit comments, ideas, and/or feedback to CRÜZR, you acknowledge and agree that CRÜZR may use them without any restriction or compensation to You. If we receive your comments, ideas, and/or feedback, we do not waive any rights to use similar or related ideas, comments, or feedback previously known to us, developed by our employees, or obtained from sources other than You.
Except to the extent permitted by any applicable law, the Ambassador shall not use any illegal method of advertising to promote CRÜZR or its products.
In the event that the Ambassador uses any illegal methods of advertising, whether for the purpose of promoting CRÜZR or it’s products or during the course of promoting any other brand or entity, the Ambassador shall immediately notify CRÜZR of any violations of law. The Ambassador understands that illegal acts will result in the immediate termination of the Ambassador from the Program.
The Ambassador also agrees and understands that should the Ambassador use illegal means of advertising or cause CRÜZR to be negatively affected in any way, the damages that CRÜZR could sustain as a direct result of the Ambassador’s actions may be impossible to calculate. Therefore, the Ambassador agrees that CRÜZR shall be entitled to claim injunctive relief that would prevent further harm to CRÜZR, its employees, relevant business relationships, and its customers. Any such injunctive relief shall be in addition to any other remedies available, whether in law or equity. CRÜZR shall be entitled to recover any sustained costs and/or fees incurred, including but not limited to any reasonable attorney’s fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses incurred. The Ambassador agrees that monetary damages may not a sufficient remedy for any breach of the terms of this Agreement by the Ambassador, and that, in addition to all other remedies at law or in equity to which CRÜZR may be entitled, CRÜZR may be entitled to specific performance and injunctive relief or other equitable relief as a remedy for any such breach.
TERM AND TERMINATION
This Agreement shall be effective when your application is submitted and at the sole discretion of CRÜZR, accepted by CRÜZR and you are notified of such acceptance or approval either in writing or electronically.
Either party may terminate this Agreement at any time with or without cause.
Upon termination of this Agreement for any reason, all rights or licenses granted herein to the Ambassador shall immediately terminate and you will immediately cease use of and remove all links to CRÜZR’s website, and all CRÜZR trademarks and logos, other marks and all other materials provided in connection with the Program.
CRÜZR reserves the right to remove inactive Ambassadors from the Program. By violating any applicable law or the terms of this Agreement, the Agreement will be terminated and the Ambassador understands and agrees that any and all benefits assigned and received may be immediately recalled or forfeited by the Ambassador.
This Agreement does not in any way create or intend to create or grant any agency, partnership, joint venture, employee-employer relationship, franchisee-franchisor relationship.
The Ambassador shall be herein considered an independent contractor and nothing in this Agreement shall be construed or interpreted to have established any other relationship. The Ambassador shall not make any claim or statement that directly states or implies otherwise. You will be fully responsible for and indemnify CRÜZR against any liability, assessment, or claim for taxation whatsoever arising out of or made in connection with the performance of this Program, where such recovery is not prohibited by law; and any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by You against CRÜZR.
All taxes applicable will be your responsibility to determine, collect and remit. You agree to comply with all applicable tax laws and regulations.
CONSIDERATIONS ARE SATISFACTORY
The Ambassador agrees that this Agreement does not in any way place any undue burden on the Ambassador. Furthermore, the Ambassador agrees that terms of this agreement are satisfactory and sufficient for the Ambassador to abide by the terms and provisions of this Agreement.
AMENDMENTS AND MODIFICATIONS
This agreement may be amended or modified only by CRÜZR. Any such amendment shall be delivered in writing or electronically to the Ambassador and shall be binding immediately. If the Ambassador does not agree to any such amendment, the Ambassador shall immediately terminate this Agreement in writing and discontinue participating in the Program.
If future applicable laws or regulations require it, or if the functions and features of the Program change, we may need to change this Agreement or the features of our Program from time to time.
You hereby agree to indemnify and hold harmless CRÜZR and its officers, directors, employees, and other Ambassadors from and against any and all claims, demands, obligations, actual or alleged causes of action and lawsuits and all damages, liabilities, fines, judgments, costs, and expenses associated with them arising out of or in connection with any breach by You of any term of this Agreement or any amendment thereto or arising out of any action brought by any third party (including any social media network operator) relating to any action or failure to act of You or any person other than CRÜZR acting on your behalf. This clause shall survive the termination of this Agreement.
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, promises, and understandings, whether written or oral.
The failure of CRÜZR to exercise any rights or to pursue any remedies provided for in this Agreement shall not be a waiver of any prior or subsequent rights to pursue any remedies to any breach of this Agreement by the Ambassador.
Both parties to this Agreement represent and warrant to the other that each has the power and authority to enter into this Agreement and to perform its obligations under this Agreement.
Except as is expressly set forth in this Agreement, CRÜZR makes no representations or warranties in connection with the services and/or benefits provided to You by CRÜZR, express or implied, including without limitation any implied warranties of quality or fitness for a particular purpose. We do not warrant or guarantee that You will receive any additional benefits, compensation, or services not outlined in this Agreement or that those benefits, compensation, or services will be attractive or of interest to You.
CRÜZR makes no representations or warranty regarding the CRÜZR website and its social media channels, or any promotion or redemption method used or provided by CRÜZR and/or the accuracy, adequacy or completeness, reliability, availability, timeliness, suitability, or other characteristics of the information and materials contained on or presented therein as it pertains to this Agreement and this Program. The CRÜZR website and the Program are provided “as is”, without any warranty of any kind, and on an “as available” basis.
TRANSFERABILITY AND ASSIGNMENT
The Ambassador shall not transfer, assign, or delegate this Agreement, or any of the Ambassadors rights or obligations under this Agreement without the prior written consent of CRÜZR.
In the event of the sale of its business, in whole or in part, or in the event of a restructuring, rebranding, or renaming of its business, CRÜZR shall have the right at any time to sell, assign, or transfer all or a portion of its rights and obligations under this Agreement.
It is understood and agreed that this Agreement shall be binding upon the Ambassador, and it is understood and agreed that the validity and interpretation of this Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of Tennessee.
In the event of any dispute which may arise out of or relating to this Agreement, the Ambassador agrees and consents to the exclusive jurisdiction of Putnam County, Tennessee for the purposes of resolving such dispute.
Any provision of this Agreement that is held or determined by a court (or other legal authority) of competent jurisdiction to be illegal, invalid, or unenforceable in any jurisdiction shall be deemed separate, distinct, and independent, and shall be ineffective to the extent of such holding or determination without (i) invalidating the remaining provisions of this Agreement in that jurisdiction or (ii) affecting the legality, validity or enforceability of such provision in any other jurisdiction.
ATTESTATION OF UNDERSTANDING OF THE AGREEMENT
The Ambassador herein agrees and affirms that they have fully and carefully read and understood this Agreement in its entirety, and the Ambassador hereby confirms and attests that they are entering into this Agreement freely, voluntarily and with full knowledge of the terms and conditions of this Agreement.