The AutoFlosser Ambassador Agreement 4-1-2021
The AutoFlosser Ambassador Agreement
Effective April 1, 2021
This Ambassador Agreement (hereinafter called the "Agreement") is provided by The AutoFlosser LLC, hereinafter referred to as "Company". Our primary website is www.theautoflosser.com. The Agreement is a legal document between you and the Company that describes the ambassador relationship we are entering into. This Agreement covers your responsibilities as an ambassador and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire because each of the terms of this Agreement is important to our working relationship.
The parties and terms referred to in this agreement shall be defined as follows:
- Us, the Company: As described above, we will be referred to as the Company. Us, we, our, ours, and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
- You, the Ambassador: You will be referred to as the "Ambassador." You will also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
- Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
- Ambassador Program: The program we've set up for our Ambassadors as described in this Agreement.
- Ambassador Application: The fully completed form must be provided to us for consideration of your inclusion in the Ambassador Program.
- Website: The primary website we have noted above will be referred to as Website.
- Referred Patient: any patient that the Ambassador has referred to the Website for purchase of The AutoFlosser or any of its related products.
- Referred Friend: Any friend, follower, or individual that the Ambassador has referred to the Website for purchase of The AutoFlosser or any of its related products.
- Qualifying Product: Any product available on the Website that has been selected to be eligible for redeeming rewards.
- Qualifying Purchase: The successful purchase of any Qualifying Product.
- Enamel Pearl: A fictitious promotional reward given after a Qualifying Purchase.
- Inviting AutoFlosser Ambassador: Any Ambassador that invites any other individual to apply for and become accepted as an Ambassador in the Ambassador Program.
- Referred AutoFlosser Ambassador: The Ambassador that has been referred for participation in the Ambassador Program.
Eligibility to participate in the Program is open only to individuals, including dental professionals, who are legal residents of the United States, including the District of Columbia, and Canada who are at least 18 years of age at the time of participation. However, the Program is not open to certain dental professionals that practice in one of the following territories or provinces of Canada: British Columbia, Manitoba, Ontario, or Saskatchewan.
If you are a participating dental professional, you are solely responsible for making any disclosures you are required to make to those clients or patients that are Referred Patients pursuant to the laws and regulations applicable in the jurisdiction in which you practice. All AutoFlosser Ambassadors, whether or not dental professionals, agree not to make any false or misleading statements about the Products and to comply with all laws, rules, regulations, and industry best practices (including, as applicable, the Canadian Dental Hygienists Association Code of Ethics and any other professional responsibility obligations) applicable to your advertisement and promotion of The AutoFlosser and its related products, and participation in the Program. For example, your obligations may include, but not be limited to:
- United States Professionals: If you are an AutoFlosser Ambassador residing in the United States, you agree that any and all digital and/or social media postings, text and email messages, and all other communications or statements (each, a “Communication”) effected by or on behalf of you in connection with your promotion of The AutoFlosser and The AutoFlosser products will comply with all applicable laws, rules, regulations, and guidelines (including without limitation, the federal Telephone Consumer Protection Act, 47 U.S.C. section 227 et. seq, the federal CAN-SPAM Act, 15 U.S.C. sections 7701-7713, and the Federal Trade Profit Share's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR part 255) (https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf), as well as the rules, regulations and policies of each applicable digital and/or social media platform. Without limiting the generality of the foregoing, each communication shall be preceded with (i) a clear and conspicuous disclosure of the nature of your Ambassador relationship with The AutoFlosser and that you receive products and/or rewards in exchange for your endorsement of The AutoFlosser; or (ii) if the posting is a social media posting, either the disclosure in the foregoing clause (i) or “#ad,” #AutoFlosserSponsored,” “AutoFlosser ambassador” or other such hashtags as may be required by the company’s sponsorship or endorsement posting guidelines as may be provided by Company from time to time. You agree to promptly edit any posts as may be requested by us.
- Alberta Professionals: If you are an AutoFlosser Ambassador practicing in Alberta, Canada, you must disclose to all Referred Friends and potential Referred Friends your relationship with us and the fact that you are receiving a reward in exchange for your endorsement of certain AutoFlosser products.
- British Columbia Professionals: If you are an AutoFlosser Ambassador practicing as a dentist, dental therapist, or dental assistant, you may not engage in any advertising or promotional activities that are false, misleading, materially inaccurate, unverifiable, likely to create unrealistic expectations or appeal to fears about dental treatment; you also may not provide any incentive (e.g., free or discounted procedure or reward for any particular procedure) to patients to seek or obtain unnecessary procedures. If you are practicing as a dental hygienist in British Columbia, Canada, you may not participate in the Program.
- New Brunswick Professionals: If you are an AutoFlosser Ambassador practicing in New Brunswick, Canada, you have a fiduciary obligation to your clients and patients to place their interests above your personal interest.
- Nova Scotia Professionals: If you are an AutoFlosser Ambassador practicing in Nova Scotia, Canada, you may only provide services that you believe are necessary for a client’s oral health, and any advertising of the Products must be accurate, capable of being proven, directed to the general public and relevant to the public’s ability to make informed choices. Further, you have a fiduciary obligation to your clients and patients to place their interests above your personal interest.
- Ontario Professionals: If you are an AutoFlosserAmbassador practicing as a dentist in Ontario, Canada, you may not disseminate any advertisement that: (i) demeans the integrity or dignity of the profession or brings the profession into disrepute; (ii) is false, misleading, fraudulent, deceptive, ambiguous, or confusing or likely to mislead or deceive the public; or (iii) is likely to create expectations of favorable results or appeal to the public’s fears. If you are practicing as a dental hygienist in Ontario, Canada, you may not participate in the Program.
- Prince Edward Island Professionals: If you are an AutoFlosser Ambassador practicing in Prince Edward Island, Canada, you may not announce or advertise the fact that you are a practicing dental hygienist in any marketing, promotion, or endorsement of certain AutoFlosser products, including via social media.
You may only participate in the Program through your use of a single AutoFlosser account. You are responsible for all users of your AutoFlosser account and for maintaining the currency and accuracy of the e-mail address and any other contact information stored in your account. The creation or use of multiple accounts, e-mail addresses, online identities, or aliases to circumvent the single-account restriction or any other requirement or limitation specified in this Ambassador Agreement is prohibited and may result in your exclusion from the Program and the cancellation of all related Personal Codes, links and Enamel Pearls. The company may, in its sole discretion, suspend, cancel or combine any accounts that appear to be duplicative. The Company is not liable for Enamel Pearls sent to suspended or terminated or inaccurately entered e-mail addresses.
- ASSENT & ACCEPTANCE
- PROGRAM SIGN-UP
In order to sign up for our Ambassador Program, you will first be asked to submit an Ambassador Application to join. The Ambassador Application may be found at the following website:
Submitting an Ambassador Application does not guarantee inclusion in the Ambassador Program. We evaluate each and every application and are the sole and exclusive decision-makers on Ambassador acceptance. If we choose not to allow your inclusion in the Ambassador Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.
If your Ambassador Application is rejected, you may not reapply. If your Ambassador Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Ambassador Application or for you to undertake additional steps to ensure eligibility in the Ambassador
- NON-EXCLUSIVITY AND RELATIONSHIP OF THE PARTIES
This Agreement does not create an exclusive relationship between you and us. You are free to work with similar ambassador program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose. Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
- AMBASSADOR PROGRAM
After your acceptance into the Ambassador Program, you will be provided a unique online portal where you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
We will provide you with a personal code (herein code) that is unique to you. When sharing your code, you agree that you will always tell your Referred Patients or Referred Friends that you will receive a reward from The AutoFlosser if they make a Qualifying Purchase using your code.
Your Referred Patients or Referred Friends must enter your code while making a Qualifying Purchase or purchasing a Qualifying Product. If a Referred Patient or Referred Friend does not enter your code while making a Qualifying Purchase or purchasing a Qualifying Product, you will not receive any Enamel Pearls because The AutoFlosser cannot reliably determine that the Referred Patient or Referred Friend’s purchase resulted from your referral.
We will also provide you with a personal link (herein link) which will be keyed to your identity and will send online users to the Company's online store. You hereby agree to fully cooperate with us regarding the link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links that are prior approved by us and to display the link prominently on your website or social media page.
You may not post or promote your personal code or personal link on the company’s social media pages or on coupon sites or other websites created to take advantage of referral traffic generated from individuals searching for coupons, as determined by the company in its sole discretion. Any distribution of your code that could constitute "spam" under any applicable law or regulation is expressly prohibited. The AutoFlosser reserves the right to deactivate any codes distributed through unauthorized channels and to revoke all related Enamel Pearls.
The AutoFlosser reserves the right, in its sole discretion, to deactivate any personal code or personal link (and void all associated Enamel Pearls) which it deems, in its sole discretion, to be used in violation of this Ambassador Agreement or in association with content that the company deems offensive or inappropriate. Without limiting the foregoing, such content includes all forms of pornography, obscenity, indecent language and content that incites hate, is demeaning, disparages or damages the goodwill, reputation, or brand image of Company, incites or endorses discrimination in any form or includes false, misleading or unsubstantiated claims about The AutoFlosser products or any competitive products.
- EARNING REWARDS
Each time a consumer clicks through the link given to the Ambassador and found on the Ambassador Portal (Dashboard) and/or completes the sale of a qualified product using the Ambassador’s personal code, and we determine it is a Qualified Purchase, you will be eligible to receive the following reward:
The AutoFlosser basic Kit-5 Enamel Pearls
90-day supply AutoFlosser Floss-2 Enamel Pearls
On certain occasions, an AutoFlosser Ambassador (Inviting Ambassador) may invite colleagues, friends, or other individuals to apply to become an AutoFlosser Ambassador (Referred Ambassador). The inviting Ambassador will be eligible to earn Enamel Pearls from the Qualified Purchases from the Referred Patients and Friends of the Referred Ambassador, as follows:
The AutoFlosser basic Kit-1 Enamel Pearls
Participation in the Program, including opportunities to share a personal code or link, earn Enamel Pearls for qualified purchases, and redeem Enamel Pearls for products and/or monies, is made available by Company at Company’s sole discretion and is subject to your compliance with this Ambassador Agreement. The AutoFlosser may limit, suspend, modify, or terminate the program and/or your ability to participate in the program in its sole and absolute discretion at any time with or without prior notice to you.
- REDEEMING ENAMEL PEARS FOR PRODUCTS AND/OR REWARDS
At the close of each calendar month, The AutoFlosser will review the account of each Ambassador to determine the number of Enamel Pearls earned during the eligible monthly period.
Each Enamel Pearl will be redeemed for $1 US.
Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
Currently, the Company employs the following methods of payout:
For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.
Payouts will be available the month or period after they accrue. For example, if payouts are made monthly, an entire month period must finish for the payout of that period to be available in the following period.
We explicitly reserve the right to change payout information at our sole and exclusive discretion. If we do so, you will be notified.
For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
All products and/or rewards are provided “AS IS” and carry no warranty. The AutoFlosser has neither made nor is responsible or liable for any warranty, representation, or guarantee, express or implied, in fact, or in law, relative to the products or rewards, including but not limited to their quality. Company hereby disclaims all implied warranties, including without limitation, the implied warranties of merchant-ability, fitness for a particular purpose, title, and non-infringement.
Enamel Pearls are promotional in nature, do not constitute property, have no cash value, and are not transferable or assignable for any reason. The purported sale, barter, transfer, or assignment of accumulated enamel pearls, other than by the company, is strictly prohibited
We will determine whether a payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
Any Qualifying Purchases or Enamel Pearls that cannot be verified to the satisfaction of the company are subject to adjustment, cancellation, disqualification, or revocation at our sole discretion.
The Company will not be liable for the failure of any Enamel Pearls to be accurately issued or redeemed for any reason, including, but not limited to, any technical malfunction or other problems relating to any network, computer system, servers, access providers, computer equipment or software.
The Company reserves the right, in our sole and absolute discretion, to (i) investigate, invalidate, and revoke any Enamel Pearls we deem to have been issued in error, or as the result of any violation of these Ambassador Terms, or as the result of any actual or suspected fraudulent or improper activity (including without limitation, the use of any system, macro, script, bot or fake email address to manipulate the Program) and (ii) bar further Personal Codes and Enamel Pearls from being sent by, and Enamel Pearls from being issued to, any Referring Parties associated with any actual or suspected fraudulent or improper activity or violations of these Ambassador Terms.
- ADDITIONAL TERMS
Without notice to you, the company also reserves the right to “unregister" a Program account that is inactive and cause that Program account to be ineligible for the Program. An inactive Program account is defined as an AutoFlosser account that has not earned or redeemed Enamel Pearls for one year. In the event that your Program account is unregistered due to inactivity, then you will no longer be eligible for Program benefits, including earning Enamel Pearls or redeeming accumulated Enamel Pearls as products and/or rewards. You may reactivate your Program account by obtaining and using a new Personal Code, but any Enamel Pearls earned prior to your program account being deemed inactive will be forfeited and void.
- RETAIL SALES AND GIFTING PROGRAM
Dental Offices will be able to make bulk purchases of The AutoFlosser products as part of the Retail Sales and Gifting Program. Dental Offices may choose to either gift products to patients or sell them within certain pricing parameters provided by the company.
- INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP"). Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Ambassador Program and use the Company IP solely and exclusively in conjunction with identifying our Company and brand on the Ambassador Site to send customers to the Ambassador links we provide. You may not modify the Company IP in any way, and you are only permitted to use the Company IP if you are an Ambassador in good standing with us.
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement. Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion. Please be advised that your unauthorized use of any Company IP shall constitute an unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs. You hereby provide us a non-exclusive license to use your name, trademarks, and service marks if applicable and other business intellectual property to advertise our Ambassador Program.
You may log into your online portal (dashboard) to review reports related to your affiliation, such as payout reports and Qualified Click and/or Purchase information. Please be advised, however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.
- TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Ambassador Program. It can be terminated by either Party at any time with or without cause. You may only earn payouts as long as you are an Ambassador in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. 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.
- MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
a) To the extent any part or subpart 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 to the fullest extent.
b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
- REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services.
b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining, or interference to any host, user, or network.
- DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Ambassador Program is at your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Ambassador Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense if the Company wishes.
- SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Ambassador Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
- LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Ambassador Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
- GENERAL PROVISIONS:
LANGUAGE: All communications made, or notices given pursuant to this Agreement shall be in the English language.
- JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Ambassador Program, you agree that Illinois 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 you and the Company, with the exception of its conflict of law provisions. 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 the following county: Cook County, Illinois. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non-conveniens or similar doctrine.
- 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 the following county: Cook County. 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 Illinois. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes, or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by you. 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.
- SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- NO WAIVER: In the event that we fail 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 subpart of this Agreement will not constitute a waiver of any other part or subpart.
- HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its 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.
- ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: email@example.com.
If you have any questions about the Program or these Ambassador Terms, please contact us at firstname.lastname@example.org