BRAND AMBASSADOR AGREEMENT
This Tespo Refer & Earn Agreement (aka “Agreement”) describes the terms and conditions for participation in the Tespo Refer & Earn or Influencer or Affiliate Program collectively referred to as the “Brand Ambassador Program” or “Program” refer to promoting Tespo, to potential Tespo customers in return for discounts or compensation related to individual performance. The terms "Brand Ambassador," “You," and "Your" are referring to You, the applicant. Tespo is the registered trademark of Life Boost LLC and this Agreement refers to as "We" and "our".
We are independent parties and this Agreement will not form any partnership You or Tespo.
This Agreement was last updated on January 01, 2018. Your designation as a Tespo Brand Ambassador will only be valid upon completion of Tespo training material and with the acceptance of Your Brand Ambassador Application by Tespo. Tespo can terminate this Agreement at any time without cause or by violation of any terms of this Agreement.
Termination may happen at any time, with or without cause, by giving the other party notice of termination. This Agreement will and can be updated at any time by a Life Boost executive without immediate notification to current or potential applicants.
We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available commission fees, fee schedules, payment procedures and program rules. If any of the modifications are unacceptable to You, Your only recourse is to terminate this Agreement with a signed and written letter of termination. If You continue participation in the program following the posting of a Change Notice or new Agreement, it will be considered as Your acceptance of the change.
For a sale to generate a commission to a Brand Ambassador, the customer must successfully complete a purchase of Tespo products using a unique code. It is the responsibility of the Ambassador to become familiar with the Tespo website and electronically generated linking process. Tespo will not be responsible for commissions not clearly attributable to the Ambassador via the tracking process outlined herein. An example of the Tespo link is provided below.
- Go to gettespo.com using Your custom Brand Ambassador Link
For example: http://share.gettespo.com/fgfNBx
Selling outside of the GetTespo.com shopping cart is strictly prohibited including but not limited to websites such as Amazon.com, Ebay.com, Craigslist.com, etc. or any online retailer, distributor, coupon code site, blog site or website store front. Purchasing and using “Tespo” in any domain name, or redirecting any domain name to the gettespo.com domain name is strictly prohibited.
RESTRICTIONS RELATED TO STATEMENTS OR CLAIMS
As a Brand Ambassador, You are asked to share the many benefits of Tespo. You are strictly prohibited from making any claim not approved by Tespo. You may not prescribe, recommend, communicate or advise using Tespo products to treat any illness or condition. You may not make any health claim of any kind with the express written permission of Tespo.
You are encouraged to highlight the many benefits of Tespo including:
- Tespo is a convenient to use countertop dispenser that mixes a single serving liquid with the touch of one button;
- Tespo is easy to use and can assist in reminding consumers to take their daily supplements;
- Tespo is an easier delivery method than traditional pills or tablets that can be difficult to swallow;
- Tespo enhances daily compliance and can be delivered to a customer’s door;
- Tespo is sugar-free;
- Tespo contains no artificial flavoring;
- Tespo has no unnecessary ingredients;
- Traditional liquid vitamins contain preservatives and require refrigeration upon opening.
If a potential customer wants to take a Tespo product or supplement, we recommend that You advise them to consult with a qualified registered dietician, nutritionist or medical doctor in order to provide safe and effective nutritional education and recommendations. As a Brand Ambassador, You are only sharing Your unique discount code with Your network; anyone in Your community, Your clients, Your friends, Your family, any posts on Your social channels (Facebook, Instagram, Youtube, Twitter, etc.), any posts on blogs, or external websites. If You prescribe, recommend, tell or advise using any Tespo product to Your network or to any potential customer using any false claims, You or any Brand Ambassador will be held solely liable for that customer as we will not be held liable under this Agreement. We ask that You share with us any posts You have made referencing Tespo and the Brand Ambassador program. Tespo has the right to require You or any Brand Ambassador to remove any posts or reference online or in public, made by You or any Brand Ambassador at anytime.
As a Brand Ambassador, You agree to not share Your Brand Ambassador code on any of the Tespo Social Media channel or online networks including our website or blog. Tespo has the right to delete or hide any post made on our channels as unacceptable.
It is OK to comment on any Tespo page: "Tespo is a great purchase, it tastes great and is so easy to use. I recommend it to all my family and friends. I became a Tespo Brand Ambassador because I love representing the brand"
It is NOT OK to comment on Tespo page: "Tespo is great, message me, I have a Brand Ambassador discount to get You 30% off the Tespo dispenser"
Tespo will be solely responsible for processing every order placed by a customer through our ads, text links or buttons placed in Your website or blog, Facebook page, Twitter feed and emails. Customers who purchase products through the Tespo website are deemed to be customers of Tespo. Prices and availability of our products may vary from time to time. Tespo policies will always determine the price paid by the customer. We reserve the right to reject any order that does not comply with our rules, operating procedures and policies.
Tespo reserves the right to have content removed on the internet or not to accept any site, organization or individuals into or from the Brand Ambassador Program based on a background check of social, personal and site content that doesn’t align to Tespo’s vision for the brand. Once requested, individuals shall remove content, no questions asked, as well as refrain from negative backlash or media posts regarding the Tespo Brand. Individuals Do Not Qualify for the Brand Ambassador Program if such sites or social sites are:
- X- rated and promote sexually explicit materials
- Promoting violence and discord
- Promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promoting illegal or questionable activities
- Violating intellectual property rights
- Unaligned to the Tespo Brand Image
As a condition to Your acceptance and participation in the Program, You will comply at all times with all federal, state, provincial and foreign laws, statutes, ordinances, rules, regulations, orders, judgments and decrees applicable to You, Your Sites, Your business and Your participation in the Program. In addition, You will NOT:
- Use the name "LifeBoost or Tespo," or any variation thereof, in any manner not expressly authorized by this Agreement;
- Use or otherwise incorporate the words "LifeBoost or Tespo" or variations or misspellings thereof in the domain names of Your Site, on any meta tags of Web pages comprising Your Site, in hidden text or source code, or in searchable keywords;
- Engineer Your Site in such a manner that pulls or diverts internet traffic away from the Tespo Site;
- Attempt to modify or alter our Site or any Site with which we are affiliated in any way;
- Make any representations, either express or implied, or create an appearance, that a visitor to Your Site is visiting our Site (for example, "framing" our Site), without our express prior written approval;
- "Scrape" or "spider" our Site or any other Tespo Site for content (such as images, logos or text);
- Generate or send any email messages using or containing our name or logo, or any variation thereof, any of our Trademarks (as defined below) or any of our products, without our express prior written permission;
- Forward, redistribute, or otherwise repurpose any email communications or newsletters that we send to our affiliates or customers;
- Generate or send any unsolicited email (spam) under this Agreement;
- Modify price information regarding our products or offers on Your Site; or
- Create, link to or host any type of shopping cart between our Site and Your Site.
- Create, buy buttons pushing customers to Amazon.com or other online sales channels that Tespo utilizes.
Violation of this Agreement may result in, among other things, the immediate termination of this Agreement and the commencement of an action by us against You seeking, without limitation, injunctive relief and recovery of actual, statutory and punitive damages.
We have the right in our sole and absolute discretion to monitor Your program at any time and from time to time to determine whether You are in compliance with the terms of this Agreement, and You agree to provide us with unrestricted access to Your Site for that purpose.
LifeBoost in no way participates in mass unsolicited e-mailing (i.e. spamming), and all Brand Ambassadors are expected to adhere to this policy as well. Violation of this policy will result in the termination of this Agreement and immediate dismissal from the Brand Ambassador Program, with no refund.
You will not create, publish, distribute, or permit any written material (e.g., press releases, marketing material (Physical or Electronic) that makes reference to us without first submitting such material to us and receiving our prior written consent, which we may withheld, delayed or conditioned in our sole discretion.
Email all content and questions to firstname.lastname@example.org
LIMITED LICENSE AND USE OF THE LIFEBOOST & TESPO TRADEMARKS & ASSETS
We grant You a personal, non-exclusive, non-transferable, non-sublicensable, fully revocable license, subject to the terms of this Agreement, to (i) access our Site through the Qualifying Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, service marks and similar identifying material including images and other electronic and physical assets. You acknowledge that this Agreement does not provide You with any intellectual property rights in the Licensed Materials other than the limited rights contained herein.
You will not make any specific use of any Licensed Materials for purposes other than generating the sale of our products to Your network, without first submitting a sample of such use to us and obtaining our prior written consent, which we may withhold in our sole and absolute discretion.
The license granted herein does not apply to any trademarks, trademark variations and misspellings, and service marks belonging to us that are not included within the Licensed Materials.
Your license to use the Licensed Materials is also subject to the following guidelines:
- You may use the Licensed Materials only for purposes expressly authorized by us in this Agreement or otherwise in writing.
- You may not alter, modify, or change the Licensed Materials in any way; for example, You may not change the proportion, color, or font of any trademark.
- You may not display the Licensed Materials in any manner that implies our sponsorship or endorsement of Your products, services or site outside of Your involvement in the Program.
- Each of our trademarks must appear by itself and must be surrounded by sufficient empty space on all sides in order to avoid unintended associations with any other objects (including type, photography, borders and edges).
- You may not copy or use any image on our Site, except for those links specifically provided to You under this Agreement.
- You will not purchase or otherwise contract with a third party to exploit any of our marks for the purpose of causing Your Site to appear as a search result or for any other reason.
RELATIONSHIP BETWEEN PARTIES
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales Ambassador, or employment relationship between You and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that reasonably would contradict anything in this Section.
Except as otherwise provided in this Agreement or with our prior written consent, You agree that all information, including the terms of this Agreement, our business and financial information, our customer lists, vendor lists and our pricing and sales information, will remain strictly confidential and will not be disclosed to any third party and will not be utilized, directly or indirectly, by You for Your own business purposes or for any other purpose, except and solely to the extent that any such information is generally known or available to the public through a source or sources other than You or Your affiliates. Notwithstanding the foregoing, You may deliver a copy of any such information (a) pursuant to a subpoena issued by a court of competent jurisdiction or administrative agency, (b) to Your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, provided You give us reasonable advance notice of such delivery and use Your reasonable efforts to ensure that any such information is accorded confidential treatment by the person to whom it is delivered.
LIMITATION OF LIABILITY
We will not be liable (whether in contract or based on warranty, negligence, tort, strict liability or otherwise) for indirect, special, exemplary, consequential or incidental damages, or any loss of revenue, profits or data, arising in connection with this Agreement, the Ambassador Program, or even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Commissions paid or payable to You under this Agreement. You recognize and acknowledge that this limitation of damages is fair and reasonable.
You will have the ability to earn two tiers of commission for the year:
- $20 commission on the initial sale from the gettespo.com website on qualifying products (dispenser and pods only) using Your custom Brand Ambassador URL link; and or
- 10% commission on the initial sale and 10% commission thereafter for up to one year from purchases made from the gettespo.com website using your custom Brand Ambassador URL link. This commission structure is available to affiliates on an invite-only basis.
Commissions first need to be approved before they are paid out. Tespo will endeavor to approve commissions within 30 days from when they are completed and then pay out those commissions 30-60 days after they are approved.
We reserve the right to deny or cancel a commission in a variety of scenarios including, but not limited to, the following:
- The referral cancelled their order;
- The referral asked for a return or refund;
- The referral was not a new customer;
- You as the Brand Ambassador haven't linked your PayPal account and it's been 180 days since you earned the commission;
- You as a Brand Ambassador used our system for a self-referral;
- You or your referral violated our terms and conditions.
If you or the referral has violated the Terms and Conditions, Tespo reserves the right to deny any or all of the commissions associated with that referral and remove you from the program entirely.
In order to receive payment, you must have a PayPal account associated with your Ambassador Account. A PayPal account can be linked in the Settings section of the Ambassador Portal. Detailed instructions can be found in Tespo's FAQs. If no PayPal account is linked within 180 days of earning the commission, Tespo reserves the right to cancel any commissions without any advance notice.
You are solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with Your participation in the Brand Ambassador Program, including taxes resulting from payment of Commissions to You. We reserve the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated Commissions for orders or referrals that were obtained fraudulently or through misrepresentation. We are obligated by U.S. federal law to obtain tax information from Ambassadors who are U.S. citizens, U.S. residents or U.S. corporations and from Ambassadors who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe You are an Ambassador from whom we are obligated to obtain tax information and You do not provide this information to us after we have requested it, we may withhold Your Commissions until You provide this information or otherwise satisfy us that You are not a person from whom we are required to obtain tax information.
You hereby agree to indemnify and hold harmless Tespo, our affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders and members, from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses (including court costs and reasonable attorney's fees), even if such claims are groundless, fraudulent or false (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of, are based on or connected with (i) any breach or alleged breach of any representation, warranty, covenant or Agreement made by You herein, including claims for unsolicited email (spamming) or other violations of rights of privacy or activities of Your Site (including without limitation any activities or aspects thereof or commerce conducted thereon) or Your business, (iii) Your misuse, unauthorized modification or unauthorized use of the services or materials provided by us, (iv) the development, operation or maintenance of Your Site, or (v) any actual or alleged infringement by You of any intellectual property rights or other rights of any person or entity.
In our sole discretion, we may assume the exclusive defense and control of any matter otherwise subject to indemnification by You. We may participate in the defense of all claims as to which we do not assume defense and control, and You will not settle any such claim without our prior written consent
We hereby agree to defend, indemnify and hold You harmless from all claims, damages, and expenses (including attorneys' fees and costs of litigation) relating to Your use of any LifeBoost LLC and Tespo Content in accordance with the terms of this Agreement, and the development, operation, maintenance or content of our Site and its business.
- 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 enforceable against the parties and their respective successors and assigns.
- Any notices required or permitted by this Agreement must be delivered to us via nationally-recognized overnight courier service to:
46701 Commerce Center Drive
Plymouth, MI 48170
Any notices required or permitted by this Agreement or communications in connection with the Program will be sent to You by us via e-mail at the address You provided in Your Brand Ambassador Application.
This Agreement, constitutes the entire Agreement between the parties with regard to the subject matter hereof and supersedes all prior Agreements and understandings, both written and oral. In addition to, and without limiting Your obligations under this Agreement. The headings of sections or other subdivisions of this Agreement will not affect in any way the meaning or interpretation of this Agreement.
We make no express or implied warranties or representations with respect to the Brand Ambassador Program or Your potential to earn income from the Brand Ambassador Program. 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 website down time.
This Agreement will be governed by the laws of the United States and the State of Michigan, without reference to rules governing choice of laws. 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 enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
By submitting and signing this Brand Ambassador Agreement, You acknowledge that You have completely read and understand this Agreement and any updated Brand Ambassador Agreement going forward and agree to all its terms and conditions listed, including all Brand Ambassador and Tespo product information including but not limited to, Tespo Formula Fact Sheets, Tespo Ambassador Overview, Tespo Ambassador Commissions and site pages of gettespo.com. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
If You have any questions, email email@example.com