COCO + CARMEN AMBASSADOR PROGRAM TERMS & CONDITIONS
READ THIS ENTIRE AMBASSADOR AGREEMENT (“AGREEMENT”) BEFORE CLICKING “ACCEPT.”
Effective Date: November 4, 2019
Primary Website: www.CocoCarmen.com
This Ambassador Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": BDJ Enterprises, Inc. dba CocoCarmen.com. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the Ambassador relationship we are entering into. Subject to the terms and conditions of this Agreement, you may earn commission when you lawfully direct visitors to the cococarmen.com website and they purchase merchandise. This Agreement covers your responsibilities as an Ambassador and our responsibilities to you. Please ensure you read and understand the entirety of this document.
The parties referred to in this Agreement shall be defined as follows:
1. Company, Us, We: As we describe above, we'll 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.
2. You, the Ambassador: You will be referred to as the "Ambassador”, “Affiliate” or “Influencer”. You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
3. Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
4. Ambassador Program: The program we've set up for our Ambassadors as described in this Agreement.
5. Ambassador Application: The fully completed form which you must provide to us in order for you to be considered for the Ambassador Program.
6. Website: The primary website we've noted above will be referred to as Website.
7. Link(s): This is a specific URL or code assigned to an Ambassadors unique identity. The link will send users to the Company’s website and automatically be linked back to you. In the case where a code is manually entered, it will also tie any resulting sales activity back to you.
ASSENT & ACCEPTANCE:
By submitting an application to our Ambassador Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Ambassador Program. This Agreement specifically incorporates by reference any Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
Prospective Ambassadors must first submit an application on the Website located at: https://www.cococarmen.com/pages/ambassador in order to become an “approved” affiliate eligible to post Links to the Coco+Carmen website and earn commissions. After the application has been submitted, Coco+Carmen will have the option of approving or declining the application for any reason or no reason.
You must be at least 18 (eighteen) years of age to join our Ambassador Program. By submitting an application to our Ambassador Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
Your relationship with us is that of an independent contractor. This Agreement does not create between us any agency, joint venture, sales representative, partner, franchise, or employee relationship. Neither party has the right or authority to make any obligation or responsibility on behalf of the other.
You agree that your involvement with us is for the purpose of lawfully and accurately directing to our Website those Internet users who have a good-faith intention to purchase products from us for their personal use. Please note, any paid search activity conducted by you for the purpose of driving sales or recruitment activity to the Website is strictly forbidden.
You also agree to not comment with your Ambassador code or link on any Company sponsored social media channels or posts, i.e. Instagram, Facebook, etc.
You acknowledge and agree that Company customers do not become your customers by virtue of your participation in the Ambassador Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to an interaction with CocoCarmen.com, you will state that those customers must follow contact directions on the Company Website to address customer service issues.
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.
There is no cost to join the Coco+Carmen Ambassador Program and there are no monthly fees.
There are no monthly quotas to remain an active Ambassador. However, accounts with no activity for a period of six months will be de-activated.
After your acceptance into the Ambassador Program, we will provide you with a referral Link(s) which corresponds to the Website and certain products we are offering for sale. The Link will be keyed to your identity and will send online users to the Website. You hereby agree to fully cooperate with us regarding the Link and that you will comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific Link(s) and will notify you if we do so. You agree to only use Link(s) which are prior approved by us to display on your social media postings and personal communication channels.
Each time a user clicks through the Link posted by an Ambassador, completes the sale of the product, and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 20% (twenty percent).
To comply with FTC guidelines your caption must include #ad in the first 3 lines. This is required on platforms (i.e. Instagram) where you cannot add links to your posts. On other platforms you may choose to clearly state the following, or any substantially similar statement, at the beginning of your social media posts or right above your personalized link: “As a Coco+Carmen Ambassador, I earn commissions from qualifying purchases.”
When creating video content, please be sure to mention the disclosure verbally and visually in the video, while also including it in the description.
SPECIFIC TERMS APPLICABLE:
We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject sales that do not comply with the terms of this Agreement.
Processing and fulfillment of orders and returns will be our responsibility. We will also provide real-time data regarding your account with us through the Ambassador Control Center sponsored by ShoutOut, our third-party vendor.
As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases."
1. Must not be referred by any other partner or Ambassador links of the Company (in other words, Qualified Purchases are only available through your specific Ambassador Link);
2. May not be purchased by an already-existing Ambassador of the Company;
3. May not be purchased prior to the Ambassador joining the Ambassador Program;
4. May only be purchased through a properly-tracking Ambassador Link;
5. May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
6. May not be fraudulent in any way, in the Company's sole and exclusive discretion;
7. May not have been induced by the Ambassador offering the customer any unapproved coupons or discounts;
As an Ambassador, you will receive a 20% commission on all sales generated through your own personal Ambassador link.
You also have the opportunity to sponsor other new Ambassadors and earn commission on their sales efforts. If you choose to build a team, we will reward you for your efforts up to three levels. You will earn 5% commission on sales generated from your immediate downline, 3% commission from your second level downline and 1% commission from your third level downline. You must be an active Ambassador with at least $100 in monthly sales from your own Ambassador link during the month in order to earn downline commission.
Commissions are paid on the net sales, excluding shipping and taxes. If we refund an order you earned commission on, your commission will be reduced by the value of the commission paid on the original order.
As a disclaimer, we make no guarantee how much money you will earn. Actual commissions vary per Ambassador.
See Appendix A for the complete compensation plan.
Commission payouts will be available the month or period after they accrue. Commission is processed once a month, typically on the 15th-20th of every month. There is a $25 minimum commission in order to be paid. If you have not reached $25, your earned commission will roll to the next pay period. Should you choose to leave the program, once your written (emailed) resignation is received, you will receive a final commission payout (if applicable) regardless of the balance.
You must ensure your ShoutOut account is set up thoroughly, including a specific PayPal payment location and Social Security number (Tax ID number). Payouts will only be available when the Company has received your current PayPal address as well as your tax ID number.
Currently, the Company utilizes PayPal as the sole method for commission payout. The Company is not responsible for paying any third-party fees charged by PayPal in order to receive commission payments. The Company is not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.
You will receive commission in connection with qualifying sales. For a sale to generate a commission, the customer must follow a properly formatted link to our Website, purchase the product using our online system, and pay us in full. You will receive a commission on Net Sales for such customers. “Net Sales” is the amount received by us from the customer, that includes deductions for discounts or coupons, less the amount collected by us for taxes, duties, shipping, and handling.
To enable us to credit you with commissions, you must properly format the Link(s) to our Website. Proper formatting includes but is not limited to the use of the appropriate referral link. We will not be liable for your failure to properly format links to our specifications.
You are entitled to a commission only if the system tracks the customer from the time the customer clicks on a Link to our Website to the time of sale. We are not responsible or liable for a customer’s deletion of a required cookie, or to failures in tracking technology. You will receive a commission only if the customer purchases product from our Website within 30 days after clicking the Link.
We explicitly reserve the right to change payout information in 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.
As an independent contractor, you are responsible for maintaining bookkeeping records of your commission payments and expenses for tax reporting. If you earn more than $600 ($500 CAD) in commission during a calendar year, you will receive a form 1099-MISC (T4A in Canada) from the company and your commission will be reported to the IRS (CRA). Understand it is your responsibility to report all miscellaneous income earned and file all taxes required of you through the state and/or the IRS (CRA).
You may log into your Control Center to review reports related to your activity, such as commission, sales and referral activity. 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 terminate your Ambassador status at any time for any reason by sending an email to firstname.lastname@example.org stating you wish to cancel your Ambassador status. Any commission still due to you, regardless of the amount, will be paid at the next commission run.
Should you fail to give notice and fail to produce any personal sales or purchases for six months, your Ambassador status will be terminated and you will forfeit your downline. You are free to rejoin at any time.
You may only earn payouts as long as you are an Ambassador in good standing during the term. If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our Website, 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, publishing or distributing illegal material, and/or engaging in any paid search activity.
If you are provided a unique discount code for your followers, you may not submit your code to any kind of coupon code, discount code, or promo code sites in order to garner traffic from these sites. If your discount code is found on a coupon code, discount code, or promo code site (or any site designed specifically for providing users with discounts to other businesses), your code will be deactivated, your commissions will be invalidated, and you will be removed from the Coco+Carmen Ambassador program.
In addition, we specifically reserve the right to terminate this agreement if you;
1. Comment with your Ambassador Link on any Company social media platform or post, i.e. Instagram, Facebook, etc.
2. Comment with your Ambassador Link on any post from a Coco+Carmen wholesale account or store who carries Coco+Carmen products.
3. Visit a store that sells Coco+Carmen products and share your Ambassador Link with any of their customers.
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.
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 Website in conjunction with the Ambassador Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on your personal, social media and other personal communication channels to send customers the Link(s) 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 unlawful infringement and we reserve all 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.
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.
To the extent any part or sub-part 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.
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.
You agree not to use the Ambassador Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Ambassador Program in any way that could damage our websites, products, services, or the general business of the Company.
You further agree not to use the Ambassador Program:
I) To harass, abuse, or threaten others or otherwise violate any person's legal rights;
II) To violate any intellectual property rights of the Company or any third party;
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
IV) To perpetrate any fraud;
V) To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or distribute any obscene or defamatory material;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
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.
You are strictly prohibited from using the Ambassador Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AMBASSADOR PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AMBASSADOR PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
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.
You agree that your use of the Ambassador Program is at your sole and exclusive risk. The Company makes no warranties that the Ambassador Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Ambassador Program is your sole responsibility and that the Company is not liable.
1. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
2. 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 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 and state. 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 sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
3. 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, by 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.
4. SEVERABILITY: If any part or sub-part of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
5. 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 sub-part of this Agreement will not constitute a waiver of any other part or sub-part.
6. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and sub-parts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
7. 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.
8. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including e-mail or fax. For any questions or concerns, please email us at the following address: email@example.com
This Agreement constitutes the entire understanding between the Parties with respect to the Ambassador Program. This Agreement supersedes and replaces all prior agreements or understandings, written or oral. The submission of your application shall constitute your agreement to be bound by the terms and conditions of this Agreement.
BDJ Enterprises (dba CocoCarmen.com)
15105 Minnetonka Industrial Road
Minnetonka, MN 55345
BY APPLYING FOR THIS COCO+CARMEN AMBASSADOR PROGRAM AND CLICKING ON THE “APPLY” ICON BUTTON YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT.
Appendix A - Ambassador Commission Details
As a Coco+Carmen Ambassador, you will receive a 20% commission on all qualified purchases generated through your own personal Ambassador referral link (Link). This commission structure was created to reward you first and foremost for your personal sales efforts as that is the core of our Ambassador program.
There is no monthly fee with this program.
In order to remain an active Ambassador, you must have a minimum of one personal sale every six months.
In order to be paid as an active Ambassador you must have an active PayPal account.
Coco+Carmen Ambassadors can build a team right from the start and earn additional commission from the downline structure*:
Team commissions can be earned up to 3 levels deep. Commissions are paid on the net sales, excluding shipping and taxes. If we refund an order you earned commission on, your commission will be reduced by the value of the commission paid on the original order. Actual commissions vary per Ambassador.
* You are eligible to earn downline team commission every month your personal Ambassador sales are $100 or more. If this requirement is not met, you do not lose your active status, you simply do not earn your team commission that month. Any unpaid team commissions do not rollover to the next month. You do continue to earn commission on sales through your own personal Ambassador referral link.
Other Commission Details:
Commission is paid to you once per month in United States Dollars via PayPal. Payments are processed within 5 days following the end of the Commission Month. There is a $25 minimum commission in order to be paid. If you have not reached $25, your earned commission will roll to the next pay month. Should you choose to leave the program, you will receive a final commission payout (if applicable) regardless of the balance.
Coco+Carmen is not responsible for paying any third-party fees or taxes charged by PayPal in order to receive commission payments. Coco+Carmen is not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.
You will receive a commission in connection with qualifying sales. For a sale to generate a commission, the customer must follow a properly formatted referral link to the CocoCarmen.com website (Website), purchase the product using our online system, and pay us in full. You will receive a commission on Net Sales for such customers. “Net Sales” is the amount received by us from the customer, that includes deductions for discounts or coupons, less the amount collected by us for taxes, duties, shipping, and handling.
To enable us to credit you with commissions, you must properly format the Link(s) to our Website. Proper formatting includes but is not limited to the use of the appropriate referral link. We will not be liable for your failure to properly format links to our specifications.
You are entitled to a commission only if the system tracks the customer from the time the customer clicks on a Link to our Website to the time of sale. We are not responsible or liable for a customer’s deletion of a required cookie, or to failures in tracking technology. You will receive a commission only if the customer purchases product from our Site within 30 days after clicking the Link.