WHEN APPLYING FOR THE PAWBASSADOR PROGRAM (“PAWBASSADORE PROGRAM”), YOU ARE AGREEING WITH THE FOLLOWING TERMS AND CONDITIONS (COLLECTIVELY WITH THE INFORMATION YOU PROVIDED IN YOUR APPLICATION, THE “AGREEMENT”) THIS AGREEMENT GOVERNS THE TERMS AND CONDITONS OF YOUR RELATIONSHIP WITH CHIPPIN, INC. (“CHIPPIN”, “WE”, “US”, “OUR”) AS A BRAND AMBASSADOR (“PAWPASSADOR”, “YOU”, “YOUR”) FOR CHIPPIN PRODUCTS.
1. Services. As a Pawbassador, you agree to endorse and promote our products, including, without limitation, dog treats and meals under the brand name “Chippin” (“Products”), on a non-exclusive basis, in the United States. You agree to use reasonable efforts to promote the Products, including sharing the discount code provided to you by Chippin with your friends, family and other third parties. Pawbassador shall endorse our Products only in a manner consistent with the 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, Twitter, TikTok and YouTube.
2. Deliverables. Pawbassador shall be responsible promoting the Products at least once a month on the platforms set forth in Section 1. As a Pawbassador, you are expected to refer at least one sale per 90-day period that results in a commission. Pawbassadors who do not meet that requirement are considered inactive and their Pawbassador account and unique discount code will be deactivated.
3. Eligibility. To be eligible to be a Pawbassador: (i) you have purchased our Products and enjoyed your experience with them; (ii) you are at least 18 years of age or older; (iii) are based in the United States; and (iv) you follow us on Instagram at @chippintime.
4. Restrictions. You understand and agree that all promotions and Products you promote under this Agreement are subject to Chippin’s discretionary approval. Any such approval by Chippin shall not release you from your obligations to comply with these terms. All of Pawbassador’s posts, campaigns and promotion of our Products shall abide by the rules of the relevant social media platforms. As a Pawbassador, you agree you shall not post content on any platform, as determined by Chippin 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 Chippin wishes to associate;
• violates any law.
5. Compensation. In full and complete consideration of your responsibilities and performance as a Pawbassador, you shall receive the following:
• 20% off each order
• 15% off friend’s first order using unique referral code
• $10 commission when code is used by a new customer
• Special access to try new products and provide feedback
• Opportunity to be featured on Chippin’s platform
• Exclusive monthly newsletter which may include giveaways and special deals
Except as provided in this Section 5, you will otherwise perform the services at your own expense and use your own resources and equipment. You acknowledge that the compensation set forth in this Section 5 represents your entire compensation with respect to this Agreement and Chippin shall have no other obligation for any other compensation to or expenses or costs incurred by you in connection with the performance of your obligations under this Agreement. Pawbassadors who do not follow the requirements set forth in this Agreement are subject to termination, suspension and/or the rescinding of all store credit.
6. Payment Terms. Payment shall be made to Pawbassador by PayPal. Commission payments will be due on the last Friday of the month for orders placed in the prior month (e.g. payments made by end of July will be for orders in June).
7. Ownership of Intellectual Property. Chippin shall be the sole and exclusive owner of all patents, patent applications, copyrights, trademarks, mask works, trade secrets, and other intellectual property rights, worldwide (collectively, “Intellectual Property Rights”) that are embodied in any materials, work product, and/or data that are created, conceived, or reduced to practice by Pawbassador in connection with this Agreement, including without limitation, all social media posts, pictures, images, videos, recordings, taglines, hashtags, posts, commentary, and designs (collectively, the “Work Product”). You will not have any ownership, license, or other interest in any Work Product. You agree and acknowledge that, to the extent allowed under applicable law, all Work Product created hereunder shall be considered to be “works made for hire” as that phrase is defined in the U.S. Copyright Act of 1976, as amended. To the extent any Intellectual Property Rights to such Work Product or that are otherwise included in the Work Product would otherwise vest in you, you hereby irrevocably assigns to Chippin all right, title, and interest in and to such Intellectual Property Rights. Title to all Work Product and to all Intellectual Property Rights with respect thereto, shall vest solely in Chippin automatically upon creation. You hereby irrevocably waive any and all of your moral rights with respect to the Work Product.
8. License. Except where prohibited by law or regulation, Pawbassador grants Chippin and its successors, assigns, licensees and designees, a license to use its 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 the Chippin websites and via Chippin’s social media platform accounts), worldwide in perpetuity, for any purpose without additional compensation, consideration, notification or consent.
9. Disclosure Requirements. During the Term of this Agreement, whenever Pawbassador addresses or gives an opinion about Chippin or the Products, Pawbassador, if required by Chippin, shall be required to disclose Pawbassador’s relationship with Chippin, the Pawbassador Program, or the Products, and disclose the fact that Pawbassor is being compensated by Chippin for Pawbassador’s services as required by the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Guides”).1 Notwithstanding the termination provision set forth herein, Chippin reserves the right to immediately terminate this Agreement if Pawbassador fails to make blog, social media or other disclosures in the manner required by Chippin and the FTC Guides, which failure shall be deemed a material breach of the Agreement that is not capable of cure.
10. Reservation of Rights. We reserve the right to remove any Pawbassador from our Pawbassador Program in our sole discretion.
11. Representations and Warranties. Pawbassador represents and warrants that in connection with the provision of the services hereunder: (i) Pawbassador’s statements will reflect Pawbassador’s honest views and experience with the Products; (ii) Pawbassador has the right and authority to enter into this Agreement without violating the rights of any third party; (iii) Pawbassador will comply with all applicable laws, regulations, administrative guidelines, orders and ordinances (“Laws”), as well as Chippin’s reasonable written instructions, and guidelines (including, without limitation, the FTC Guides); (iv) Pawbassador shall not knowingly make any false, misleading or disparaging remarks about Chippin, the Pawbassador Program and/or Products; (v) Pawbassador’s services and any materials as supplied by Pawbassador (and excluding any Chippin-supplied content) will be original, and shall not violate or otherwise infringe the rights of any third parties; (v) Pawbassador will at all times related to the activities, act in a responsible manner and shall not act or engage in any practice or conduct that is or shall be an offense involving moral turpitude under federal, state or local laws, or brings Chippin into public disrepute, contempt, scandal, or ridicule, or that insults or offends the community or any substantial organized group thereof; and (vi) Pawbassador is eligible to be a Pawbassador under the terms of this Agreement. Chippin’s decisions on all matters arising under or relating to a breach of the foregoing representations shall be based on its reasonable judgment.
12. Indemnification. Pawbassador will indemnify, defend, and hold harmless Chippin its parent, subsidiary and affiliated companies, and their respective agents, employees, representatives, contractors, successors, and assigns (“Chippin Indemnified Parties”) from and against any and all losses, damages, costs, judgments, penalties and expenses of any kind, including reasonable legal fees and disbursements (“Losses”) which may be obtained against, imposed upon or suffered by a Chippin Indemnified Party in connection with any third-party claim, action, or proceeding (each, a “Claim”) as a result of (i) the material breach by Pawbassador of this Agreement or any of the warranties and representations made herein; (ii) Pawbassador’s intentional misconduct or grossly negligent acts or omissions; or (iii) any injury or damage arising from the use or promotion of any Products.
13. Confidentiality. In performing services under this Agreement, Pawbassador may be exposed to certain non-public information deemed proprietary and confidential by Chippin. You agree that, you will maintain the confidence of such information and not disclose to anyone any such confidential information without prior written consent from Chippin, except to authorized representatives and/or as required by law or legal process.
14. Term and Termination. This Agreement shall have an initial term of one year from the date your Pawbassador application is approved by Chippin and shall automatically renew for additional one-year terms thereafter unless either party provides thirty days prior written notice of its intention not to renew. In addition to the other termination rights set forth herein, either party may terminate this Agreement at any time without cause upon thirty (30) days prior written notice to the other party. Sections 7 and 12 17 shall survive any termination of this Agreement.
15. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS , A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR PAWBASSADOR’S BREACHES OF CONFIDENTIALITY: (I) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES, ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) EACH PARTY’S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID TO PAWBASSADOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE ON WHICH THE FIRST CLAIM ARISES.
16. Relationship of the Parties. Pawbassador is an independent contractor (not an employee or other agent of Chippin) solely responsible for the manner and hours in which the services are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory, or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage and income taxes), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Chippin.
17. Miscellaneous. This Agreement, is the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations, representations, and understandings between the parties with respect to such subject matter. We may change the terms and conditions of this Agreement in the future by posting revised terms on our website. You should regularly check our website to keep aware of any such changes. 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 any changes to be 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.