2. OUR AMBASSADOR PROGRAM – Our Ambassador program (the “Program”)is aprogram that allows participating customers to join Hyhr as “Ambassadors” and receive discounts and earn referral rewards such as product credit or compensation. While all new customers must first register in the Program to make purchases, utilizing the benefits and active participation in the Program is completely optional. Ambassador membership will continue on a month-to-month basis.For more information on Enrollment, Membership, & our relationship as Independent Contractors, please see Sections 2.A, B, & C below.
3. COMPENSATION – Through the Program,you can earn different types of compensation on Qualifying Referrals (defined below). All referral rewards Compensation will be tracked and processed andthrough our exclusive “Earn Hyhr” platform. For more information on Referral Rewards and Compensation, please see Section 3.A belowand the Hyhr Compensation CompensationPlan.
4. USING YOUR AMBASSADOR CODE & LINK – Once you’ve been accepted into the Program you’ll receive an Ambassador Code and/or Ambassador Link, which you can then share with your network to promote the Hyhr Sites (defined in the Terms) and the website marketplaces of our 3rdparty “Fulfillment Partners” (together with the Hyhr Sites, the “Sites”)& the products sold through the Sites (the “Products”)electronically and on your personal social media platforms, websites, blogs& the like (your “Personal Sites”) in accordance with the Program Participation Requirements in Section 4.A below. You are also solely responsible for your Personal Sites& your participation in the Program as described in Section 4.B below.
5.ENDORSEMENTS, CLAIMS & TESTIMONIALS – Endorsements, claims, & testimonials are closely regulated & the law requires that:•Your statements about Hyhr,its Program, the Sites,& the Products are honest & not misleading; and•You clearly disclose that you receive compensation referral rewardsfor participating in the Program, including by using the hashtag #HyhrAmbassador.The Ambassador Compliance Section 5.A below contains more important details
6. ADDITIONAL INTELLECTUAL PROPERTY(“IP”) TERMS – In addition to the IP terms in Sections 7.A, B & C of the Terms, we are each giving each other additional limited IP rights in connection with the Program. Please see the Additional IP Terms for Ambassadors in Section 6.A below.
7. CONFIDENTIALITY &PRIVACY – Being an Ambassador means you may have access to Confidential or Personal Information. Please read about your obligations toward Confidentiality & Privacy in Sections 7.A& 7.B below.
8. OUR ADDITIONAL RIGHTS – In addition to our rights reserved in the Terms, we reserve the right to change the Program or the Compensation Plan at any time and to terminate or suspend your participation in the Program.Any determinations, updates, actions or approvals that may be given by us under this Ambassador Agreement, may be made, taken, or given in our sole discretion.
2.A AMBASSADOR ENROLLMENT& MEMBERSHIP
2.B TERMINATION OF MEMBERSHIP
2.C INDEPENDENT CONTRACTOR RELATONSHIP – Ambassadors are not employees of Hyhr but are independent contractors. Nothing in this Ambassador Agreement or the Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. Ambassadors are not guaranteed an income or fixed compensation of any kind and are solely responsible for reporting income and paying taxes in accordance with applicable law. As an independent contractor, you will have no authority to make or accept any offers or representations on our behalf and you will not make any statement, whether on Your Personal Sites or otherwise, that contradicts or may contradict anything in this Section 2.C.
4.A PROGRAM PARTICIPATION REQUIREMENTS AND DISCLOSURES– With regard to your Ambassador Code, your Ambassador Link, linking to the Sites generally, and your general promotion of the Sites, you agree:
i.You will not use a link shortening service in a way that makes it unclear that you are linking to the Sites;
ii. You will not remove from your Personal Sites any links and related references to limited time promotions, sales or discounts on or before the expiration date of that promotion;
iii. You will not display or otherwise use our, our service providers’, or our Fulfillment Partners’ trademarks or logos except as expressly permitted under and in accordance with this Ambassador Agreement;
iv. You will not engage in any promotional, marketing, or other advertising activities on behalf of us, our Fulfillment Partners, or otherwise in connection with the Program, that are not expressly permitted under this Ambassador Agreement. Upon our request, you will provide us with written certification that you have complied with this Section 3.A Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Ambassador Agreement and the Terms;
v. You will not use or imply another person’s endorsement or sponsorship of, or commercial tie-in or other association with, any Hyhr Product or service (including by placing unrelated third party materials in close proximity to any links to the Sites or to your Ambassador Code or Ambassador Link) without that person’s prior written permission;
vi. You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using your Ambassador Code or Ambassador Link (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to use your Ambassador Code or Ambassador Link);
vii. You will not make any personal orders or engage in other transactions of any kind using your Ambassador Code or Ambassador Link on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so;
viii. You will not link to the Sites from references to items on your Personal Sites that are not the Products;
x. You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, browse, or order) are occurring;
x. You will not include on your Personal Sites, display, or otherwise use your Ambassador Code or Ambassador Link in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
xi. You will not post or serve your Ambassador Code or Ambassador Link or other content promoting the Sites within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not one of your Personal Sites;
xii. You will not cause the Sites to open in a customer’s browser other than as a result of the customer clicking on the Site link on your Personal Sites;
xiii. You will not cloak, hide, spoof, or otherwise obscure the URL of your Personal Sites containing a link to the Sites (including by use of a redirecting page) or the user agent of the application in which the link is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through the link to the Sites; and
xiv. You understand that use or sale of cannabis is illegal under federal law. You will at all times abide by applicable laws when promoting or marketing cannabis products to your network.
xv. Your Personal Sites will not:•promote or contain sexually explicit materials;•promote violence or contain violent materials;•promote or contain libelous or defamatory materials;•promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;•promote or undertake illegal activities; or•be directed toward children under 13 years of age, as defined by the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) and any regulations promulgated thereunder.
4.B RESPONSIBILITY FOR YOUR PERSONAL SITES& YOUR PARTICIPATION IN THE PROGRAM – You will be solely responsible for your Personal Sites, including, if applicable, their development, operation, and maintenance and all materials that appear on or within them. We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our payments processors, service-providers, licensors, and suppliers (and our respective subsidiaries, affiliates, agents, directors, employees, and representatives)harmless from and against all Losses (as such term is defined in Section 8.B of the Termsrelating to
(a) your Personal Sites or any materials that appear on your Personal Sites;
(b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Personal Sites;
(c) your use of your Ambassador Code and Ambassador Link, whether or not such use is authorized by or violates this Ambassador Agreement or applicable law;
(d) your violation of any term or condition of this Ambassador Agreement; or
(e) your negligence or willful misconduct in connection with this Ambassador Agreement or the Program.
5.A AMBASSADOR COMPLIANCE – In addition to following the Acceptable Use Policies in Section 4.A of the Terms, you agree to the following additional policies:
i. GENERAL CONDUCT – As anAmbassador you are a representative of the Hyhr brand and you represent and warrant to us that: •you will not engage in any conduct that may damage the goodwill, reputation, brand, management, personnel, or business of Hyhr, our 3rd party Fulfillment Partners, or the Sites; and •you will comply will all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and the like with regard to your participation in the Program
ii. INCOME CLAIMS – You may not make claims of any kind about the amount of actual or potential referral rewards or compensation you or another Ambassador receives or may receive. Claims include, but are not limited to, showing cash, copies of checks, bank statements, or tax records, making income projections, or showing photographs, videos or other visual depictions that infer or state that you are able to enjoy a particular lifestyle due to the commissions or bonuses you receive through the Program.
iii. PRODUCT CLAIMS – You understand that the Products do not diagnose, treat, cure or prevent any illness, injury or other medical condition. Accordingly, you will not make claims about the Products or our services that are not provided on Product labels, in our official literature, through our official corporate websites, or in claims guidance provided by us from time to time.
iv. PROOF OF COMPLIANCE – You will provide us with any information that we request to verify your compliance with the Terms or this Ambassador Agreement. In addition to any other rights or remedies available to us, we may terminate this Ambassador Agreement, and/or the Terms, and/or withhold (and you agree you are not eligible for) any referral rewards or compensation payable to you under this Ambassador Agreement, or implement other disciplinary measures as we deem appropriate in our sole discretion, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you have not complied with this Ambassador Agreement or the Terms.
6.A ADDITIONAL IP TERMS FOR AMBASSADORS
i.LIMITED LICENSE TO THE HYHR IP – Subject to the provisions of this Ambassador Agreement and the Terms, and solely for the limited purposes of advertising Products on, and directing end users to, the Sites in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to(a) copy and display your Ambassador Code, your Ambassador Link, and general links to the Sites solely as permitted herein; and (b) use only that HYHR IP that we may make available to you as part of your promotion of the Products, solely in accordance with the terms set forth here in.
ii. YOUR PERMITTED USE OF THE HYHR IP – When using the HYHR IP you may not: •Remove or alter any trademark or service mark symbols. The “Hyhr ” logo is a service mark of Hyhr and must appear with the TM symbol placed on the right “shoulder” of the mark in every iteration of the mark in logo form, but may be omitted after the first mention in prose/plain-text materials;•Register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of the Hyhr IP; and•Re-sample, duplicate, alter, modify, crop, add to, blur or tarnish the Hyhr IP, except that original logo art supplied by us can be enlarged or reduced in size, but must be done in exact proportion to the original height and width.Furthermore, you will comply with any additional guidelines we provide with regard to the Hyhr IP with respect to the graphic reproduction, appearance, and “look and feel” related to the marketing and representation of Hyhr and the Products.
iii. TERMINATION OF LIMITED LICENSE TO THE HYHR IP – The license set forth in Section 6.A.i abovewill immediately and automatically terminate (a) if at any time you do not timely comply with any obligation under this Ambassador Agreement or the Terms, or (b) otherwise upon termination of this Ambassador Agreement or the Terms. In addition, we may terminate the license set forth in Section 6.A.i above in whole or in part upon written notice to you. You will promptly remove from your Personal Sites and delete or otherwise destroy all uses of the Hyhr IP with respect to which the license in Section 6.A.i aboveis terminated or as we may otherwise request from time to time.
iv. OUR PERMITTED USE OF YOUR CONTENT, NAME &IMAGE – You agree to grant us a revocable license to use your name, nicknames, initials, image, likeness, voice, audio or visual portrayals, biographical information, or physical attributes, or any other means of endorsement, in any media (which by way of example may include, but is not limited to television, radio, newspapers, billboards, periodicals, magazines and websites) in connection with the promotion, publicity, sale, and endorsement of Hyhr, the Program and the Products. You also agree that we may use, reproduce, distribute and display your implementation of your Ambassador Code, Ambassador Link,or general links to the Sites displayed on your Personal Sites as examples of best practices in our educational materials.You may terminate either of these licenses by contacting us at info@goHyhr.com.
7.A CONFIDENTIALITY OBLIGATIONS – From time to time, we may share non-public business data with Ambassadors that we wouldn’t share with the general public. This is known as “Hyhr’s Confidential Information” and it may include consumer or other Ambassador contact information, sales information relating to consumers or Ambassadors, compensation reports, strategic plans, new product launches or the like. Hyhr’sConfidential Information constitutes our proprietary business trade secrets and is provided to you in strict confidence. Hyhr’sConfidential Information may not be directly or indirectly disclosed to any 3rdparty or used for any purpose other than managing your participation in the Program. Any violation of this Section 7.A will cause us irreparable harm for which there is no adequate remedy at law, and the harm to us will outweigh the potential harm to you. Therefore, we will be entitled to immediate and permanent equitable relief to prevent further violations of this Section 7.A.
7.B PRIVACY OBLIGATIONS – In connection with your participation in the Program you represent and warrant that you will comply with all applicable lawsthat govern marketing communications (e.g., the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act, and State Telemarketing Rules). This means you must respect any and all legal restrictions on sending unsolicited emails, text messages and the like. “Personal Information” is information that identifies, or permits you to contact, an individual. It includes customer names, contact information, and their website username and password. We collect, process and share Personal Information in accordance with our