This Ambassador Agreement (this “Agreement”) contains all of the terms and conditions between Social Tuto LLC, (“Social Tuto”) and the individual or organization (the “Ambassador”) participating in the Social Tuto Ambassador Program (the “Program”).
In this Agreement, “we” and “us” “company” means “Social Tuto” and “You” means the Ambassador participating in the Program. “Our Site” means the Web site located at www.socialtuto.com and “Your Site” means the Web site which you establish through the Program.
Upon execution of this Agreement, you will become an Independent Ambassador of Social Tuto established for purposes of marketing and distributing Social Tuto products and services (the “Social Tuto Products and Services”).
- Setting Up an Ambassador Account
- Social Tuto Pro Ambassador
- Relationship of Parties
- Commissions and Payment of Commissions by Social Tuto
- Your Obligations as a Social Tuto Ambassador
- Termination and Closure of Inactive Accounts
- Intellectual Property Rights
- Disclaimer and Limitation of Liabilities
- Changes to These Ambassador Terms
- Governing Law
- Electronic Signatures Effective
Setting Up an Ambassador Account
To set up an Ambassador Account, you will be required to complete the online sign-up form (the “Application”) on our Website. In completing the application, we may require you to share additional information about your website, social media information and other information we deem relevant.
We consider all ambassador applications that we receive. We will access your submitted application and we reserve the right to accept or reject an application based on reasonable grounds that we deem fit. Our application assessment guidelines will be determined by us and may be subject to change from time to time.
We will then provide you with a unique link to post on your website and/or social media platforms and other acceptable means to pass on to others. Each ‘click’ on this link will be registered on your Ambassador Account using a cookie that is set on the user’s computer, and for each referral received through the link associated with your ambassador account, you will earn a commission at the rate set out on our Website.
Social Tuto Pro Ambassador
Pro Ambassador level is open to every Ambassador in the Social Tuto Ambassador Program and is chosen manually by Social Tuto upon request. Acceptance into the Pro Ambassador level is based on the participant’s skill set level and experience, high amount of views on provided content submissions, high earning and/or high community engagement.
Pro Ambassador eligibility is regularly evaluated by Social Tuto to ensure that quality standards and expectations of our Pro Ambassadors are maintained. We also have the right to review our Pro Ambassador policies and criteria.
Relationship of Parties
You are hereby engaged by Social Tuto as an Independent contractor to act as an Ambassador for Social Tuto. As between you and Social Tuto, you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on Social Tuto’s behalf.
Commissions and Payment of Commissions by Social Tuto
For the services performed by you during the term of this Agreement and for each completed referral registration that arrives through your link, the sole and exclusive commission to be paid by Social Tuto to you shall be as specified within the Ambassador program description as described on the Social Tuto website. The commission rate shall be subject to the program description which outlines the payment structure, percentages per person and minimum payouts with respect to any commission you will receive. This rate schedule and agreement shall not be construed to have established or implied an employer-employee relationship but is agreed upon by both parties as a convenient schedule of paying the Ambassador for the services provided herein this Agreement. Social Tuto reserves the right, at its sole discretion, to make modifications to the program from time to time.
You shall not be entitled to any commission in the event that a sale is not completed, received after the termination of this Agreement, or not approved by Social Tuto. Commissions shall be paid to you via Paypal, except otherwise agreed and you shall be responsible for any incurring transaction charges.
You may be entitled to other bonuses and benefits in the event such bonuses and/or benefits have been sanctioned by Social Tuto. You shall be solely responsible for any and all due taxes and fees applicable to such compensation paid to you by Social Tuto.
As an Ambassador of Social Tuto, you shall be responsible for the payment of all income-based taxes relating to your earnings under this Agreement. In any event, where Social Tuto have to make such taxes paid on your behalf, you shall have to repay such amounts to Social Tuto.
Your Obligations as a Social Tuto Ambassador
You understand and agree that violation of any of the following conditions may result in the forfeiture of any accrued commissions and immediate termination of your account:
- Unsolicited e-mail: You shall not use Unsolicited Commercial E-mail, referred to as “Spam”, or any form of unsolicited e-mail to promote any of the Services associated with Social Tuto. Spam means unsolicited e-mail sent to persons with whom you have no relationship and/or who have not requested your information
- Inappropriate Content: You may not link to Social Tuto from any website which contains content that is slanderous, libelous, threatening, pornographic, obscene and or infringing that could give rise to any civil or criminal liability. Neither shall your affiliate site contain links, references or advertisement to any of the following: gambling, pornography, hated based contents or racially degrading materials, or any content which may be illegal.
- You will not make any statement, representation or warranty, whether vocally or in writing, about Social Tuto or our products and services other than those statements and representations contained in marketing materials and related contents provided by us to you or set out on our Website. You must always conduct and exhibit behavior in a manner that is consistent with the credibility and reputation of Social Tuto and its membership subscriptions.
- You will not make statements about Social Tuto products and services that are not true, neither are you permitted to use profane words – censored or uncensored. Up-to-date information about our products and services can be found on our website, or by emailing us at email@example.com.
- You agree to always remain in compliance with all applicable Federal Trade Commission (the “FTC”) regulations and updated guidelines on endorsement and testimonials as outlined on the FTC official website. In order to comply with these guidelines, you must disclose to consumers that you are part of the Social Tuto affiliate program and you will be receiving commissions or payment for promoting Social Tuto. Failure to do so may result in immediate removal from our ambassador program and cancellation of pending commissions or payments. Disclosures must be made clear and easily available without the consumers needing to scroll or look for them.
- You agree that as an Ambassador of Social Tuto, you shall regularly maintain and update your website and website contents, or other applicable places you are promoting Social Tuto such as Social Media Platforms, in line with updated information and content that we may make available to you from time to time. This will ensure consistency and accuracy between our services.
- You shall not engage in trademark bidding, or bidding on trademarked terms; neither shall you engage in bidding on competitor’s based on trademarked items.
- You agree not to make use of the Social Tuto brand name or variations of Social Tuto name in the name or URL of social media pages or social media ads or any form of paid advertising.
Termination and Closure of Inactive Accounts
Our Ambassadors are not obligated to meet quotas or guarantee sales. However, if any Ambassador Account is inactive for a period of more than one (1) year, then we will close that account, meaning any clicks using the unique link associated with that account will no longer be registered to that account and no commission will be payable in respect of any sales coming through that link.
You can choose to end your membership of our Ambassador program at any time, for any reason, by notifying us that you wish to do so. We will then close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you within two (2) months of your account being closed.
We can terminate your membership of our Ambassador program at any time, for any reason, by giving you thirty (30) days written notice. At the end of this thirty (30) day period, we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Any commission which has not already been paid to you at the date that your account is closed will be paid through to you on our next payment date.
We can also terminate your membership of the Ambassador program with immediate effect if you breach any of these Terms and do not remedy that breach (if capable of remedy) within fourteen (14) days of notice from us. If you do not correct the relevant breach within this time period we will close your account, meaning any clicks using your unique link will no longer be registered to your account. Once your account has been closed no further commission will be payable, including any commission which has accrued to your account but not yet been paid to you.
In addition to the termination provisions above, either you or we will be entitled to terminate your membership immediately by notifying the other in writing if the other is declared bankrupt, enters into insolvency or administration proceedings.
If your membership of our Ambassador Program is terminated for any reason you will be entitled to receive any unpaid commission registered on your Ambassador Account, unless payment is excluded for any reason set out in the above paragraphs. You will not be entitled to, or have any claim against Social Tuto for, compensation of any sort.
Unless these Terms state otherwise, on termination of your Ambassador Account neither you nor we will have any further obligation to the other under these Terms.
Intellectual Property Rights
You are granted a limited, non-exclusive license to use selected images, logos, trade names, trademarks, copyrighted material and similar identifying material relating to us (collectively, the “Licensed Materials”) as provided by Social Tuto solely to advertise or market our Services. All of the material on the Social Tuto Site, including text, graphics, and other illustrations (“Content”) is the property of Social Tuto.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without the prior written consent of Social Tuto. You may not use the Content on any other website or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy any copies you have made of the Content, and we may end your authorization to participate in the Program.
Social Tuto retains all rights to its Licensed Materials (and any intellectual property embodied by the Licensed Materials) at all times. Any other use is strictly prohibited, including the use of the Licensed Materials in any manner that is disparaging or that otherwise portrays Social Tuto in a negative light. Determination of what is and is not acceptable use is at the sole discretion of Social Tuto. You may not alter, modify or change the Licensed Materials in any way. We, in our sole discretion, may revoke your license at any time, with or without cause and in our sole discretion, by giving you notice. The license granted herein should not be construed as granting any ownership rights in the Licensed Materials to the respective licensee thereof, all of which rights will remain the property of Social Tuto. Upon the effective date of the expiration or termination of this Agreement, the license granted herein will expire, you agree to cease using such Licensed Materials, and you agree to cease using all such Licensed Materials.
We value the information you make available to us and we take reasonable precautions to protect it. While we take reasonable steps to ensure the security of your information, please be aware that we are not guaranteeing you that your use of our Ambassador Program will be confidential, and we do promise that any information you provide to us is perfectly secure. While using our Ambassador Program, you may also become privy to certain confidential information about us, the Ambassador Program or a user. You agree to not disclose any of such confidential information made available to you through the ambassador program to a third party.
You indemnify, defend and hold harmless Social Tuto and its directors, officers, employees, distributors and agents from and against any and all claims, expenses, wages, lawsuits or other liabilities (including without limitation, reasonable legal fees and court costs) for injury to any person, or for loss or damage to personal property, which arises out of any misrepresentation by you regarding Social Tuto or our products and services, or any other of your activities as a Social Tuto Ambassador.
Disclaimer and Limitation of Liabilities
Certain consumer and fair trading laws that apply in certain jurisdictions may grant you certain rights that we cannot restrict, exclude or modify (“Non-excludable law”). Except where provided in a non-excludable law, Social Tuto is bound only by the express promises and terms made in these Ambassador program Terms and Conditions and we shall not be bound by implied terms.
Social Tuto will not be liable for indirect or accidental damages (loss of revenue, commissions) due to Ambassador tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).
We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products and services sold by Social Tuto. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
Except as stated in a non-excludable law, Social Tuto’s liability to you for a term that cannot be excluded is to re-supply the relevant service. Except as provided in a non-excludable law, Social Tuto’s cumulative liability to you, from all causes of action and all theories of liability, will be limited to the total amount of your Referral earnings paid to you under these Ambassador Program Terms and Conditions.
Changes to These Ambassador Terms
We may make changes to any of these Terms at any time by posting new or updated Terms on Social Tuto.com. We will also email any new or updated Terms to you using the contact email address you have provided in your Ambassador Account details. Changes to these Terms may include, without limitation, changes in the way we award commission, fee schedules, payment procedures and Ambassador Program rules. If any changes we make are unacceptable to you, you will need to terminate your membership in our Ambassador Program. If you continue to use your unique Ambassador link after we have notified you of new or updated Terms then you will be deemed to have accepted those Terms.
This Agreement will be governed by the internal laws of the State of California, without regard to the choice of law provisions thereof. Any dispute between the parties arising under this Agreement will be resolved by binding arbitration by an arbitrator to be conducted in Los Angeles County, California, in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator’s fees, or other costs, and reasonable attorneys’ fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
Entire Agreement: These Terms constitute the entire agreement between you and us with respect to the Social Tuto Ambassador Program, and supersede all other communications between us in relation to your involvement in our Ambassador Program.
Neither you nor Social Tuto will incur any liability to the other for any loss or damage resulting from a delay or failure to perform any of these Terms (or any part of them) if the delay or failure is caused (whether in whole or in part) by events, occurrences, or causes beyond the control of that party, including without limitation acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions.
Assignability: These Terms are personal to you as our Ambassador and you may not assign or otherwise transfer any of your rights or obligations to anyone else.
Waiver: If we agree to waive any part of these Terms then, that waiver must be in writing in order to be effective. Any waiver by us of any of, or any part of, these Terms will not be considered a waiver of any subsequent breach of the same or any other provision of these Terms and failure, neglect or delay by you or us to enforce these Terms (or any of them) or any rights or remedies at any time will not be deemed to be a waiver of the rights under these Terms.
Electronic Signatures Effective
The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Social Tuto Ambassador program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Social Tuto application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.