By enrolling as an ambassador in the BreakingT College Ambassador Program, you agree to be bound by the following terms and conditions.
1. Referral Fees
We will pay you referral fees on eligible product sales to customers. For a product sale to be eligible to earn a referral fee, the customer must follow a Referral Link from your Affiliate Site to our Site, select and purchase eligible products using our online ordering system, accept delivery of the products, and remit full payment to us ("Qualified Purchase"). If a customer leaves our website but returns within 30 days to purchase products initially viewed through a Referral Link, such a purchase will be deemed a Qualified Purchase and we will pay a referral fee.
Ambassadors and employees of Ambassadors may not purchase products through the Referral Links on your Affiliate Site for personal use, resale, or commercial use of any kind. BreakingT reserves the right to not pay referral fees for any purchases determined to be in violation of this prohibition; and/or the right to retain and offset referral fees for any such sales that BreakingT may discover at any time.
2. Referral Fee Schedule
Referral fees you earn will be in amounts established by us and posted on our Site in a Referral Fee Schedule, incorporated into this Agreement by reference. You will be able to review the Referral Fee Schedule on your account dashboard. We reserve the right to modify the Referral Fee Schedule at any time in our sole discretion upon prior notice to you. Referral fees shall be calculated as either a flat rate or percentage of revenues derived by us from Qualified Purchases, excluding revenues associated with shipping, handling, gift-wrapping, taxes, and any other service charges. Referral fees will only be available for products that we designate.
3. Referral Fee Payment
We will pay referral fees on a monthly basis. Approximately 30 days following the end of each calendar month, we will send you a check for the referral fees earned on Qualified Purchases of products that were shipped during that month. However, if the referral fees payable to you for any calendar month are less than $25.00, we will hold those referral fees until the total amount due is at least $25.00 or until this Agreement is terminated.
If products that generated referral fees are returned by a customer (for any reason), we will deduct the corresponding referral fee from subsequent payments. Upon termination of this Agreement, and for a period of one year thereafter, if returns generate a negative balance we will issue you a bill for returned product referral fees.
4. Links on Your Site
To accurately track sales and referral fees, we will provide you with special website links back to our Site ("Referral Links") to be used on your Affiliate Site. You must ensure that each of the links between your Affiliate Site and our Site uses all formats and embedded codes provided by our Referral Links.
5. Confidentiality
As an Ambassador, you may gain access to certain confidential or proprietary information of the Company. Such "Confidential Information" shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Company and any data, documents, discussion, or other information developed by Referring Party hereunder and any other proprietary and trade secret information of Company whether in oral, graphic, written, electronic or machine-readable form.
The Referring Party agrees to hold all such Confidential Information of the Company in strict confidence and shall not, without the express prior written permission of Company, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive termination or expiration of this Agreement.
6. Policies and Pricing
Customers who buy products through the College Ambassador Program will be deemed to be BreakingT customers. Accordingly, all BreakingT rules, policies and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change such policies and operating procedures at any time at our discretion.
7. BreakingT Marks
The trademarks, trade names, website banners, designs, images and logos made available to you through our Site and the Referral Links are the exclusive intellectual property of BreakingT ("BreakingT Marks"). Subject to the terms and conditions of this Agreement, BreakingT grants you a limited non-exclusive, nontransferable, revocable license to use the BreakingT Marks during the term of this Agreement exclusively in connection with the College Ambassador Program.
You will not (a) modify the BreakingT Marks, or (b) cause any act or thing that would impair our rights in the BreakingT Marks or damage the reputation for quality inherent in the BreakingT Marks.
8. Customer and Sales Information
We will own all right, title and interest (including all intellectual property rights) in and to all information that is created or collected in connection with this Agreement. Subject to the terms and conditions of this Agreement, BreakingT grants you a limited worldwide, non-exclusive royalty-free license to use the Sales Information to the extent necessary to fulfill your obligations under this Agreement or for your internal research purposes.
You agree not to disclose any Sales Information or College Ambassador Program contact information to any third party without BreakingT's prior written approval. You agree not to send Affiliate Customers e-mail communications promoting your Site as an ambassador of BreakingT or otherwise unless approved in advance by BreakingT.
9. Responsibility for the Affiliate Site
You are solely responsible for the development, operation and maintenance of your Affiliate Site and for all materials that appear on your Site. Furthermore, you bear sole responsibility for ensuring the accuracy and appropriateness of materials posted on your Site and ensuring that content posted on your Site does not violate or infringe upon the rights of any third party or violate any provision of this Agreement or any applicable laws or regulations.
You agree to indemnify and hold us harmless from all claims, damages and expenses (including attorneys' fees) relating to the content development, operation, maintenance and contents of your Affiliate Site or any breach of your obligations under this Agreement.
10. Term of the Agreement; Termination
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either of us. Either you or BreakingT may terminate this Agreement at any time, for any reason, with or without cause, by giving the other party written notice of termination.
Upon termination of this Agreement, (a) all licenses hereunder shall terminate, (b) you will immediately remove any Referral Links, BreakingT Marks, and other BreakingT intellectual property or brand features from your Affiliate Site, and (c) BreakingT shall immediately remove any of your logos, marks, and brand features from the BreakingT site.
11. Modification
We reserve the right to change or modify the terms and conditions contained in this Agreement, at any time and in our sole discretion. Any changes or modifications will be effective upon posting of the revisions. If any modification is not acceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the College Ambassador Program following our posting of a modification on our Site will constitute your acceptance of the modification.
12. Relationship of Parties
BreakingT and the Ambassador are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf.
13. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT BREAKINGT SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BREAKINGT'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE COLLEGE AMBASSADOR PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. All claims made hereunder by you against us shall be made within six months of the act or omission which forms the basis of such claims.
14. Disclaimer of Warranties
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE COLLEGE AMBASSADOR PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NONINFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors or termination of any services, products or this Agreement.
15. Assignment and Successors
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.
16. Publicity
You agree that you shall not utilize media releases of any kind, other than those expressly authorized under this Agreement or otherwise authorized by BreakingT in writing, in order to publicize your relationship with BreakingT. Furthermore, absent express approval from BreakingT, you shall not use any BreakingT Mark in your sales, marketing and publicity activities and/or materials.
17. Governing Law, Jurisdiction, and Venue
This Agreement will be governed by the laws of the United States and the Commonwealth of Virginia, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought only in the federal or state courts and you irrevocably consent to the jurisdiction of such courts.
18. Scope of Agreement
This Agreement and the Referral Fee Schedule constitutes the entire agreement and understanding between us with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous written or oral agreements or representations between us.
