Brand Ambassador Programme Agreement
Brand Ambassador Programme Agreement
This BRAND AMBASSADOR Programme Agreement (the “Agreement”) is a legally binding contract between you (“Brand Ambassador”, “you”, or similar terms) and Barnaby & Jones Ltd (“Barnaby & Jones”, “us”, “we”, or similar terms) and applies to your participation in the Barnaby & Jones Brand Ambassador Programme (the “Programme”). Any person or entity that participates or attempts to participate in the Programme must accept this Agreement without change. By registering for the Programme, you agree to this Agreement.
1. Endorsed Products
Endorsed products are products sold under Barnaby & Jones brand name.
2. Description of the Programme
The Programme permits you to monetize your social media user-generated content by placing on your social media profiles (“Your Profiles”) a personalized Brand Ambassador coupon code (“Your Code"). When our customers purchase eligible goods from www.barnabyandjones.com (the “Barnaby & Jones Site”) using Your Code you be eligible to receive a commission for “Qualifying Purchases”, as further described (and subject to the limitations in) Section 12 below.
We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Programme changes, ends, or becomes part of an existing Programme, including our partner Programmes. If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Programme. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAMME.
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf.
You will ensure that the information in your Programme application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Programme and this Agreement to the email address then-currently associated with your Programme account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
You can update your information by emailing us at: firstname.lastname@example.org
3. Ambassador Requirements
- Have an active, public Instagram account for your dog with at least 300 followers and 3+ posts per week
- Follow us on Instagram @barnabyandjones
- At least 18 years of age
Ambassadors are expressly prohibited from sharing discount codes on coupon sites. Any ambassador whose code is found on a coupon site will immediately be terminated from the Programme and all store credit/payments will be rescinded.
As an ambassador you are expected to drive at least one sale per 60-day period that results in a commission. Ambassadors who do not meet that requirement are considered inactive and their ambassador account and unique discount code will be deactivated.
You must comply with this Agreement to participate in the Programme and to receive Commissions.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your Profiles: “As a Barnaby & Jones Brand Ambassador, I earn from qualifying purchases”.
Your Code is for you to post solely in Your Profiles. Participation in the Programme does not grant you any rights to sell Barnaby & Jones items at events of any kind unless you have received express written permission by us.
You must not comment with Your Code on any Barnaby & Jones social media posts or channels (i.e. Instagram, Twitter, Facebook, etc.), even if you see another Brand Ambassador doing it.
You must not post Your Code in the comments of any posts from Barnaby & Jones wholesale accounts or stores who carry our products.
You must not enter into any retail stores that sell Barnaby & Jones goods and share Your Code with customers.
Ambassadors who do not follow the requirements can be subject to termination, suspension and/or the rescinding of all store credit.
4. Promotion of Endorsed Products
You agree to use your best efforts to promote the Endorsed Products in a manner consistent with its authorized use and as outlined on product labels. Approved channels for promotion include 1) your own website or blog; 2) emails to friends and family (no spam); and 3) Facebook, Instagram and YouTube.
5. Prohibited Content
Ambassador agrees that they will not post content on any platform, as determined by Barnaby & Jones in its sole discretion, that:
- is pornographic, sexually explicit or suggestive, or contains profanity or nudity;
- is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group;
- promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);
- promotes any activities that may appear unsafe or dangerous;
- is obscene or offensive, or endorses any form of hate or hate group;
- defames, misrepresents or contains disparaging remarks about other people or entities;
- communicates messages or images inconsistent with the positive images and/or good will with which Barnaby & Jones wishes to associate;
- violates any law.
You agree to hold Barnaby & Jones, its officers, agents, assignees and employees harmless for any liability from any injury or damage arising from the use or promotion of any Endorsed Product.
This agreement shall not be construed as creating an employer/employee relationship or an employer/contractor relationship.
Occasionally we may share information with you that is confidential in nature; such information will be identified as confidential, and you are expected to maintain this information in the strictest confidence. Any disclosure of confidential information will terminate this agreement and result in legal action.
9. Intellectual Property
Ambassador acknowledges and hereby agrees to grant Barnaby & Jones the unlimited and unencumbered use of any and all work product developed by Ambassador in conjunction with the performance of services for Barnaby & Jones. Work product includes but is not limited to all social media posts, pictures, images, videos, recordings, taglines, hashtags, posts, commentary, and designs.
a. Except where prohibited by law or regulation, Ambassador grants Barnaby & Jones and its successors, assigns, licensees and designees permission to use Ambassador's name, Social Media Platform account name, photograph (including, but not limited to, Social Media Platform account profile photo), voice and/or other likeness, in all media now known or hereafter discovered (including, without limitation, on Barnaby & Jones websites and via Barnaby & Jones Social Media Platform accounts), worldwide in perpetuity, for any purpose without additional compensation, consideration, notification or consent.
b. Ambassador is not authorised to use any copyrighted content from any other companies to promote Barnaby & Jones’ brand. Barnaby & Jones will not be responsible for any disputes involving the unauthorized use of any other company's intellectual property.
10. Term and Termination
The effective date of this agreement is the date below. The term of this agreement is one (1) year from the effective date. This agreement will automatically renew at the end of each term for successive one (1) year terms unless either party gives the other written notice of termination at least 30 days prior to the end of the relevant term. Notwithstanding the foregoing, either party may terminate this agreement at any time, with or without cause.
11. Governing Law
This Agreement shall be construed in accordance with the laws of the United Kingdom.
12. Commission Credit
As an Ambassador, you earn a standard commission rate of 10% for all Net Sales that you directly drive through your marketing efforts. Net Sales are defined as sales excluding any discounts, shipping, store credit, refunds, or taxes. Commissions are paid in the form of store credit valid for use at www.barnabyandjones.com or occasionally, and at our discretion, in the form of cash paid via PayPal. You are solely responsible for any PayPal fees, and any and all taxes.
To receive credit for a purchase, the customer must have used your unique referral / discount code during checkout at www.barnabyandjones.com. You cannot receive commission on your own orders. Any Ambassador found to commit commission fraud will be immediately removed from the Ambassador Programme.
We reserve the right to reverse commissions due to returns, order cancellations and erroneous order duplications. We also reserve the right to defer or refuse commissions for disputed orders or orders we reject and cannot fulfil at our sole discretion.
Store credit will be issued at the end of the month for the previous month. For example, commissions earned in May will be paid out at the end of June.
Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.
If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement or any other agreement between you and us.
We reserve the right to remove any Ambassador from our Brand Ambassador Programme.
We may change the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any significant change to this Agreement. If you find the change unacceptable, you have the right to terminate the Agreement. However, if you continue to receive the benefits of the Agreement after the end of the notice period of the change, you will be considered to have accepted the changes. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.
15. Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether written or oral, between the parties.