Brand Ambassador Program - Terms & Conditions

 

Thank you for considering our Brand Ambassador Program!  We are so excited to see your amazing pets and their review of some of our products! Since we don’t know every one of our brand ambassadors super personally, we’ve created some terms to set everyone’s expectations for the program.

PLEASE READ THIS DOCUMENT IN ITS ENTIRETY BEFORE AGREEING TO BECOME OR TO CONTINUE AS AN PAWKIETALKIE AMBASSADOR.

When we say “Company,” “PawkieTalkie,” “we,” “our,” or “us” in this document, we are referring to the PawkieTalkie brand under the umbrella of Premvida LLC.

When we say “Products,” we mean any product created by PawkieTalkie.

When we say “Ambassador”, “you” or “your,” we are referring to the individual who wishes to be an PawkieTalkie ambassador, and his or her employees, agents and business affiliates (as applicable).

We sometimes refer to Ambassador and Company individually as a “Party” or collectively as the “Parties.”

BY ACCEPTING THESE BRAND AMBASSADOR TERMS AND CONDITIONS (THE “TERMS”), YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS. THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH PAWKIETALKIE AND YOUR PARTICIPATION IN THE PAWKIETALKIE BRAND AMBASSADOR PROGRAM. IF YOU DO NOT AGREE TO OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE DO NOT ACCEPT THE TERMS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO PAWKIETALKIE AND CEASE ACTING AS A BRAND AMBASSADOR.

By accepting these Terms and participating in the Program, Ambassador agrees as follows:

ELIGIBILITY

To become an Ambassador of the Company, you must:

  • Be 18 years of age or older;
  • Have read, understand, and agreed to the Terms;
  • Maintain and actively use at least one personal social media account on Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok or YouTube, Blog (collectively, “Approved Media”). Your accounts on Approved Media are referred to in these Terms as “Accounts.”
  • Be in good standing with the Federal Trade Commission (“FTC”); and
  • Comply with all FTC guidelines, including but not limited to the FTC’s Disclosure Requirements for Social Medial Influencers, and other applicable laws and regulations.
  • You have the capacity and authority to enter into these Terms;
  • You are responsible for any and all activity undertaken in connection with your participation in the Program and performance of the Services;
  • You are not a party to any agreement or subject to any law that restricts your performance of your obligations under these Terms;
  • You have the right to assign the Content to PawkieTalkie (as further discussed above), and the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person;
  • You will include “#pawkietalkie, #pawkiepal” in the caption or other text accompanying Content posted to Approved Media and/or your Accounts;
  • You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with the FTC's requirements for social media influencers, as further provided herein, in rendering the Services;
  • You will conduct yourself at all times with the highest degree of professionalism, provide the Services with commercially reasonable skill and care in a competent and professional manner, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty and responsibility in your dealings with PawkieTalkie, its staff, customers, followers and representatives;
  • You will represent PawkieTalkie Products in a positive, truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of PawkieTalkie, any Product, or any of Company’s associates, employees, directors, officers, agents, partners or affiliates;

PawkieTalkie reserves the unconditional right to deny or terminate an Ambassador. It is understood and agreed that by becoming an Ambassador, PawkieTalkie is under no obligation to provide you with any free Product. Ambassador is responsible for purchasing any Product in order to fulfill your obligations under the Terms.

ENGAGEMENT

In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, you agree to use your best efforts to market and promote the Products and PawkieTalkie brand on your Accounts

By accepting these Terms, you agree to perform the following Services:

  • Create and post photo, video and/or written content promoting PawkieTalkie Products, and/or any related campaigns or services as PawkieTalkie may request from time to time. (“Content”) For avoidance of any doubt, Content includes any and all content, posts, photos, videos, pictures, writings, or any other work product that you create as part of the Services or otherwise related to the work product you create for PawkieTalkie.
  • Follow PawkieTalkie on social media accounts  
  • Share and promote your Promo Code and affiliate link to encourage your followers to purchase PawkieTalkie Products.
  • Promptly respond to communications from any of your followers related to PawkieTalkie or Products.
  • Promptly respond to communications from PawkieTalkie team members.

COMMISSIONS

In consideration of the Services you provide and the rights you grant to PawkieTalkie with respect to the Content, as further provided herein, you will be entitled to the commission written in your Ambassador Agreement.

Your first payout will be 45-days after your commencement of Brand Ambassadors Program. Commissions will be paid out within 30 days following the end of each calendar month, on the first of every month. Commissions may be paid out upon request; you may request a payout of your commission no more than once weekly. Commissions will not be paid for any returned Product or any orders that PawkieTalkie, in its sole discretion, determines to be attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of PawkieTalkie’s trademarks, copyrights, logos or other intellectual property, or use of any unauthorized claims. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount PawkieTalkie owes to you and any subsequent payout of your commissions. Commissions are counted and final numbers are deemed final at the sole discretion and decision of PawkieTalkie. PawkieTalkie also reserves the right to change the frequency and dates of your commission payouts.

You should clearly advise your followers/customers to use your Affiliate link to purchase PawkieTalkie Products in order for you to receive commissions. While PawkieTalkie makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, we are not responsible for and will not be held liable for any technical difficulties, outside events, actions by other ambassadors, or other uncontrollable events that may disrupt or interfere with PawkieTalkie’s ability to track sales or pay commissions..

You are solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with commissions paid to you by PawkieTalkie in connection with the Program. PawkieTalkie reserves 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. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.

 

DISCLOSURE OF MATERIAL CONNECTION

As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to PawkieTalkie and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by PawkieTalkie” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about PawkieTalkie or PawkieTalkie Products and must comply with any instructions or directions provided by PawkieTalkie and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’s Disclosure Requirements for Social Medial Influencers. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.

Note that while PawkieTalkie may provide required disclosures (e.g., #PawkiePals”) and recommended promotional verbiage, PawkieTalkie shall not be responsible for any failure by you to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any

IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO YOU.

INTELLECTUAL PROPERTY RIGHTS

Ambassador’s Content and Attributes. For the Services which you are providing under these Terms, and without limiting PawkieTalkie’s ownership of the PawkieTalkie  Intellectual Property (as defined below) as provided herein, you hereby grant PawkieTalkie the irrevocable, sub-licensable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and all media (now existing or hereinafter developed), including without limitation, on PawkieTalkie’s owned or controlled websites and platforms, third-party websites (including retailer websites and/or third-party marketplaces), social media, television, billboards, any advertising materials, publications, marketing materials, point-of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You acknowledge and agree that your Content, including any statements, comments, posts and/or feedback that you provide in connection with the Services or the Program, may be paraphrased, amplified, shortened, put into conversational form, and/or edited to correct grammatical and/or spelling errors.

By accepting these Terms, you acknowledge that participation in the Program means PawkieTalkie has the irrevocable right to use your Content and include your name, likeness, image, photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and/or handle and any other indicia or other attributes in any manner that PawkieTalkie determines supports the purposes of the Program, in PawkieTalkie’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the rights granted by you to PawkieTalkie with respect to your Content are granted without compensation to you other than what is provided in the Terms.

Ambassador’s Rights to PawkieTalkie Intellectual Property and PawkieTalkie Platforms. PawkieTalkie hereby grants you, a non-exclusive, non-transferable, revocable, limited license to use and display PawkieTalkie’s trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “PawkieTalkie Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by PawkieTalkie. You agree that you shall not challenge, or assist in any challenge to, the validity or exclusivity of PawkieTalkie’s  ownership of the applicable Intellectual Property.

Further, PawkieTalkie and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (collectively, “PawkieTalkie Platforms”).

By accepting these Terms, you agree that you will not:

  • Copy, rent, lease, sell, distribute, or create derivative works based on the PawkieTalkie Platforms in whole or in part, by any means, except as expressly authorized in writing by PawkieTalkie
  • Use any PawkieTalkie Intellectual Property without PawkieTalkie’s prior written permission;
  • Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the PawkieTalkie Platforms or systems;
  • Use the PawkieTalkie Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.

RESTRICTIONS 

By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, PawkieTalkie has the right, at its sole discretion, to suspend or terminate your account and/or participation in the Program. PawkieTalkie reserves the right to withhold and shall not be liable to pay any commissions or other compensation to you for any such Content, or if you do any of the following, each a material breach of the Terms:

  • Make unsubstantiated claims about Products, including but not limited to claims that the Products are intended to diagnose, treat, cure or prevent any disease;
  • Promote any use of Products that has not been approved by PawkieTalkie
  • Promote PawkieTalkie Products through unsolicited or spam emails or otherwise violate any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
  • Engage in, promote, link or contribute to, or create a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to PawkieTalkie in PawkieTalkie’s sole discretion;
  • Transmit messages or images inconsistent with the positive images and/or goodwill with which PawkieTalkie wishes to associate, in PawkieTalkie’s sole discretion;
  • Engage in, promote, or contribute to any activity, software, or materials that may divert commissions from other participants in the Program;
  • Engage in, promote, or contribute to any illegal activity or violate PawkieTalkie’s or any third party’s legal rights, and/or intellectual property rights;
  • Engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable, in PawkieTalkie’s sole discretion;
  • Use PawkieTalkie banners, brand name, logos, trademarks, likeness, images, and videos, on your own website(s) in a manner that is likely to cause market and/or consumer confusion, in PawkieTalkie’s sole discretion;
  • Use PawkieTalkie’s brand name or trademarks in connection with your name, username or social media handle;
  • Create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the PawkieTalkie website or any other platform of PawkieTalkie, is PawkieTalkie’s sole discretion;
  • Use any promotional coupon or code that is not provided to you by PawkieTalkie for the Program, or run any ad with any of PawkieTalkie’s URLs offering brand ambassador commissions;
  • Engage in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of your followers, “likes” or other indicators of your audience or reach on any applicable Approved Media;
  • Modify price information regarding PawkieTalkie’s Products or offers on your own website

 

By agreeing to these Terms, you agree that PawkieTalkie has the unconditional right to:

  • Preview your Content from time to time upon request and to request changes to and/or removal of Content in its sole discretion;
  • Monitor your Accounts at all times to ensure compliance with the Terms;
  • Notify you of any changes to your Content or Accounts that PawkieTalkie feels should be made;
  • Pause, suspend or terminate your participation in the Program if you do not make any changes to your Content or Accounts that PawkieTalkie feels, in our sole discretion, are necessary or appropriate;
  • Withhold any commissions on any sales deemed, in PawkieTalkie’s sole discretion, to have been made in violation of the Terms
  • Suspend or terminate your participation in the Program immediately and without notice to you should PawkieTalkie suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, PawkieTalkie shall not be liable to you for any commissions for such fraudulent sales.

 

TERM AND TERMINATION

The term of these Terms will begin once you have been accepted into the ambassador program by an PawkieTalkie team member and they have created your commission links and code.  The term can be terminated by either Party in writing. Your participation in the Program and these Terms may be terminated by PawkieTalkie immediately at any time, with or without cause, upon PawkieTalkie’s written notice to you; and by you upon seven (7) days written notice by you to PawkieTalkie. In the event of cancellation or termination by you for any reason or by PawkieTalkie for a breach of the Terms by you, in addition to the termination rights hereunder, PawkieTalkie shall be entitled to recover all costs (including attorney’s fees) in the enforcement of PawkieTalkie’s rights hereunder and, if you have been paid in advance, PawkieTalkie shall be entitled to a refund of any fees advanced to you; or, as applicable, you shall waive all rights you have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. PawkieTalkie may terminate these Terms and all other agreements between PawkieTalkie and other brand ambassadors if PawkieTalkie elects to cease business operations, dissolve PawkieTalkie or terminate its business. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as brand ambassador of PawkieTalkie.

The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.

ADDITIONAL TERMS

These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

PawkieTalkie may modify these Terms at any time and its sole discretion. These modifications may include, but are not limited to, changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with PawkieTalkie. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change.