Welcome to Nama Fiji! Thanks for joining our Ambassador program.
These following terms and conditions apply to individuals who are accessing or using the Program both as a merchant (“we” or “merchant”) and an Ambassador (“you” or “Ambassador”) who refers customers to use product or service from the merchant.
By participating in the Program, Ambassador agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.
1. SCOPE OF SERVICES
1.1 The Ambassador shall market, promote, and direct potential customers to the RETAIL products and/or services (the "Services") offered by the Company using specific digital/other assets, trademarks, URLs, Discount Codes and/or other electronic means provided by the Company.
1.2 The Ambassador will use its best efforts to actively and effectively introduce, advertise, market and promote the Services as widely and aggressively as possible without making statements or claims not approved by Company
2. AMBASSADOR SIGNUP AND ACCEPTANCE
Once Ambassador completes an Ambassador application and chooses the program(s) they wish to signup for, Company will review Ambassador(s( application and notify Ambassador of their acceptance in the Ambassador Program, or not. Before Company accepts an application it may want to review the application with Ambassador, so Company may reach out for more information. Company may require that you complete certain requirements before we accept your application. If we do not notify you that you are accepted to participate in the Ambassador Program within thirty (30) days from application, Ambassador’s application is considered to be rejected.
3. COMMISSION
3.1 The Company shall pay a commission based on the Net Revenue generated from qualified sales of Company’s products/services to new customers directed by the Ambassador's efforts. “New Customer” shall be defined as a customer that is new to the Company. A “qualified sale” shall be defined as a sale that meets the terms and conditions of the Ambassador Program(s) the Ambassador has signed up for and was accepted for as published, and modified from time to time, on Company’s website. The "Net Revenue" shall be defined as: the per unit/per cart sales amount paid by customers directed by the Ambassador, less any chargebacks (credit card refunds), credits given to customers, credit card/other processing fees
3.2 The commission rate will be the percentage or other amount as listed in the terms and conditions of the Ambassador Program(s) the Ambassador signed up and was accepted for as published, and modified from time to time, on Company’s website. Commission will not be paid on shipping, taxes, duties, or any other charges related to the sale of the Services.
3.3 The commission term will be the number of days or other time period as listed in the terms and conditions of the Ambassador Program(s) the Ambassador signed up and was accepted for as published, and modified from time to time, on Company’s website.
3.4 The commission will be paid on a monthly basis, within 15 days following the end of each month. The Ambassador shall receive a monthly report detailing the Net Revenue and calculation of the commission, either via email or on Company’s website. In order to receive payment under this Agreement, Ambassador must have an active Agreement, must have a payment method on file with Company and have provided all of the necessary tax documentation to Company.
3.5 Company or Ambassador Tool will determine the currency in which Company pays Commissions, as well as the applicable conversion rate. Company will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless Company chooses to in its discretion).
3.6 Ambassador is responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by Company to Ambassador are subject to offset by Company against any amounts owed by Ambassador to Company.
3.7 We reserve the right to alter or change the Commission amount as per the Ambassador Tool.
4. CUSTOMER TRANSACTIONS
4.1 Ambassador Program Limits. Each accepted Ambassador Lead will expire according to the information provided in the Ambassador Tool (or if applicable, in the Program Policies) from the date the Ambassador Lead clicked on the Ambassador Link that was made available by Ambassador. We will pay Ambassador Commission as described in the Ambassador Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Ambassador Lead made available by Ambassador, provided that Ambassador remains eligible to receive Commission as described in the Ambassador Tool (or if applicable, in the Program Policies) and pursuant to the terms of this Agreement.
4.2 Eligibility. To be eligible for Commission (i) an Ambassador Lead must be accepted and valid in accordance with the the Ambassador Program Policies and pursuant to this Agreement (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Ambassador Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from Company based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to Company; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to Ambassador, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Ambassador Link, in violation of any Ambassador Program Policies that we make available to Ambassador, misuse of the Ambassador Tool or by any other means that we deem to breach the spirit of the Ambassador Program. In competitive situations with other Ambassadors, we may elect to provide the Commission to the Ambassador that we deem to be the most eligible for Commission, at Company’s discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
4.3 Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Ambassador Leads generated by the Ambassador Link that we make available to you.. An Ambassador Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of Company, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, Company may choose not to accept an Ambassador Lead in its reasonable discretion. If an Ambassador Lead does not purchase within the time period described on the Ambassador Tool (or if applicable, in the Program Policies) of their first click on the Ambassador Link, you will not be eligible for a Commission payment, even if the Ambassador Lead decides to purchase after the time period has expired.. If an Ambassador Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Ambassador Lead. Any engagement between Company and an Ambassador Lead will be at Company’s discretion.
5. TRADEMARKS, COPYRIGHT, USE OF ASSETS
5.1 In the event that Company makes its trademark available to Ambassador, you may use Company’s trademark as long as Ambassador follows the usage requirements. Ambassador must: (i) only use the images of Company’s trademark that Company makes available to Ambassador, without altering them in any way; (ii) only use Company’s trademarks in connection with the Ambassador Program and this Agreement; (iii) comply with Company’s vendor kit and Trademark Usage Guidelines; and (iv) immediately comply if Company request that Ambassador discontinue use. Ambassador must not: (i) use Company’s trademark in a misleading or disparaging way; (ii) use Company’s trademark in a way that implies it endorse, sponsor or approve of Ambassadors services or products; or (iii) use Company’s trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
5.2 Ambassador grant to Company a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Ambassador Marks”) in connection with the Ambassador Program and this Agreement.
6. TERM AND TERMINATION
6.1 This Agreement will begin on the Effective Date and will continue until terminated by either party upon 30 days written notice.
6.2 If Company updates the terms and conditions of this Agreement, Ambassador may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
6.3 Upon termination, Ambassador will be entitled to unpaid commissions, if any, earned by Ambassador on or prior to the date of termination.
7. OPT-OUT AND UNSUBSCRIBE
Company and Ambassador will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, the parties will establish and maintain systems and procedures to manage all opt out, unsubscribe, "do not call" and "do not send" requests.
8. AMBASSADOR REPRESENTATION AND WARRANTIES
8.1 Ambassador represents and warrant that: (i) Ambassador has all sufficient rights and permissions to participate in the Ambassador Program and to provision Ambassador Lead’s for Company’s use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Ambassador’s participation in this Ambassador Program will not conflict with any of Ambassadors existing agreements or arrangements; and (iii) Ambassador owns or have sufficient rights to use and to grant to Company our right to use the Ambassador Marks.
8.2 You further represent and warrant that: (i) Ambassador will ensure that it is compliant with any trade or regulatory requirements that may apply to Ambassador’s participation in the Ambassador Program; (ii) Ambassador will accurately provide in the Ambassador Tool all websites and domains Ambassador own(s) where Ambassador intends to use Ambassador Links to generate Ambassador Leads; (iii) Ambassador will not purchase ads that direct to Ambassador site(s) or through an Ambassador Link that could be considered as competing with Company’s own advertising, including, but not limited to, Company’s branded keywords; (iv) Ambassador will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) Ambassador will not attempt to mask the referring URL information; (vi) Ambassador will not use its own Ambassador Link to purchase Company products for yourself; and (vii) Ambassador will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups that have not been otherwise authorized or offered by Company.
8.3 Indemnification. Ambassador will indemnify, defend and hold Company harmless, at Ambassador’s expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against Company (and its officers, directors, employees, agents, service providers, licensors, and Ambassadors) by a third party not Ambassador with Company to the extent that such Action is based upon or arises out of (a) Ambassador’s participation in the Ambassador Program, (b) Company’s use of the prospect data Ambassador provided us, (c) Ambassador’s noncompliance with or breach of this Agreement, (d) Ambassador’s use of the Ambassador Tool, or (e) our use of the Ambassador Marks. Company will: notify Ambassador in writing within thirty (30) days of Company becoming aware of any such claim; give Ambassador sole control of the defense or settlement of such a claim; and provide Ambassador (at Ambassador’s expense) with any and all information and assistance reasonably requested by Ambassador to handle the defense or settlement of the claim. Ambassador shall not accept any settlement that (i) imposes an obligation on Company; (ii) requires Company to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on Company without Company’s prior written consent.
9. RELATIONSHIP OF THE PARTIES
Company and Ambassador agree that no joint venture, partnership, employment, or agency relationship exists between the parties as a result of this Agreement.
10. NON-EXCLUSIVITY
This Agreement does not create an exclusive agreement between Company and Ambassador. Both will have the right to recommend similar products and services of third parties and to work with other parties in connection.
11. LIABILITY AND INDEMNITY
11.1 Each Party will indemnify, defend and hold the other Party harmless, including costs and attorneys' fees, from any claim or action brought by a third party relating to the negligence, gross negligence, or intentional misconduct of the other Party.
11.2 Neither Party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement.
12. DATA PRIVACY AND PROTECTION
12.1 The Ambassador must comply with all data protection laws and regulations applicable to them in their handling of user data obtained in relation to this Agreement.
12.2 The Ambassador must not disclose, or allow any third party to access, any user data without the prior written consent of the Company.
13. CONFIDENTIALITY
Each party agrees not to disclose or use the other's proprietary information without the prior written consent of the other party. This section shall remain in force even after termination of the Agreement.
14. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Wyoming. All disputes arising under or in relation to this Agreement shall be subject to the exclusive jurisdiction of the State and Federal courts in Cheyenne, Wyoming..
15. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties concerning this transaction, and replaces all previous communications, representations, understandings, and agreements, whether verbal or written between the Parties to this Agreement or their representatives.
