The Herbaly Green Team Program Terms and Conditions (the “Agreement”) sets forth the terms and conditions for participants in the Herbaly Green Team/Brand Ambassador Program (GREEN MEMBER, BRAND AMBASSADOR, AMBASSADOR) of Herbaly Marketplace Inc., for itself and on behalf of its Affiliates.
BY SIGNING THIS AGREEMENT, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (“YOU,” THE HERBALY BRAND AMBASSADOR” OR “GREEN MEMBER”) AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY
BEFORE ACCEPTING ITS TERMS.
A. Herbaly Marketplace Inc. is a holistic health store that sells wellness products including teas and supplements for consumers and retail.
B. From time to time, the market for Herbaly products and services incentivizes an indirect channel of sale.
C. Herbaly desires to unite motivated Herbaly customers with new/returning Herbaly customers to facilitate a personal and direct approach to the distribution of Herbaly products.
D. The Herbaly Green Member/Brand Ambassador is a solution provider that wishes to satisfy the Herbaly market by being incentivized to perform limited targeted marketing within their respective networks in order to drive customer traffic accordingly.
Therefore, Herbaly and Green Member/Brand Ambassador hereby agree to the Herbaly Green Member terms and conditions described in this Agreement, which incorporates Herbaly's Terms and Conditions.
As a Herbaly Brand Ambassador, you will be granted a discount code/coupon code and a limited authorization to (within guidelines defined by Herbaly) market Herbaly products on your personal channels.
2.1 Brand Ambassadors will use their own spheres of influence (website, blog, social media platforms) to help share Herbaly, and may not place their own links/coupon codes on any of our posts/ads/pages
2.2 Brand Ambassadors may not use our brand names (Herbaly) in URLs, social media page names / handles / profiles, set up accounts which appear to be an official Herbaly account, or in any way pretend to be a representative from Herbaly
2.3 Brand Ambassadors may not run paid traffic to our site and may not advertise coupon codes on coupon discount websites.
2.4 Brand Ambassadors will be paid through Paypal weekly on all accounts with $100+ in commission (Commissions are not provided for shipping costs, or tax).
2.5 Store credit will be issued in the form of a gift card, and can only be redeemed at www.herbaly.com. For any returns that take place on sales that were attributed to your commissions, you will see a negative balance shown in your account once that return has processed.
2.6 Use of contact information for clients found in your Refersion conversion triggers for any type of communication, with the exception of previous contacts or personal contacts is strictly forbidden.
2.7 Herbaly reserves the right to remove coupon codes that are found to be violating these terms, and reserves the right to remove Ambassadors from the program, without notice, if they are not representing the Herbaly brand in a professional, ethical, & respectful way.
2.8 Ambassadors assume responsibility for everything found in our Ambassador's Communication Guide document
2.9 We reserve the right to update terms and conditions. It is your responsibility to ensure that you are operating within them.
Conduct of Business. BRAND AMBASSADOR agrees:
3.1 To interact with people on behalf of Herbaly in a manner which reflects favorably at all times on the products, services, goodwill and reputation of Herbaly;
3.2 To remain in full compliance with all applicable laws and Regulations; including those governing privacy.
3.3 To conduct business and operate in full compliance with all agreements you may have with Herbaly, including but not limited to the related Product agreement(s);
3.4 Not engage in deceptive, misleading or unethical practices including but not limited to ‘spamming’ unauthorized use of customer information, ‘phishing’, and violating ‘do not contact’ requests.
3.5 Not to make any statements, representations, warranties, or guarantees that are inconsistent with this Agreement or the policies established by Herbaly;
3.6 To provide support and services of the highest quality and integrity; and
3.7 To use best efforts to resolve any complaints or disputes with contacts regarding the Green Team, and services under the Program in a fair and timely manner.
3.8 To only conduct business in or through the Brand Ambassador’s personal network, and take reasonable precautions to safeguard their discount code against unauthorized distribution.
3.9 To assist Herbaly in all investigations regarding the fraudulent or otherwise unauthorized use of coupon codes/discount codes and furnish all requested materials in kind.
4.1 Term. This Agreement shall be effective upon Ambassador’s acceptance as indicated by Ambassador’s agreement to participate in the Herbaly Green Member Program, and shall remain in effect for so long as the Ambassador is in full compliance with the terms of the Agreement, until the relationship is terminated by Herbaly, or the Ambassador leaves the program voluntarily.
4.2.1 Herbaly may terminate this Agreement for cause immediately and without further notice in the event that: (i) Ambassador fails to perform any of Ambassador’s obligations under this Agreement or is otherwise in default hereunder; (ii) Herbaly, in its sole discretion, determines that the Ambassador does not meet the Program criteria for participants as determined by Herbaly from time to time; or (iii) any conduct or proposed conduct of the Ambassador exposes or threatens to expose Herbaly to any liability or obligation, including any obligation under federal, state or local law.
4.2.2 Participation in this program is voluntary, and either party may terminate this Agreement upon notification to the other. Termination is effective immediately days following notification by either party.
4.3 Effect of Termination. Upon expiration or termination of this Agreement, regardless of the reason therefor:
(i) all privileges and benefits of the Program will be immediately revoked;
(ii) Ambassador shall immediately cease use of all Herbaly marketing material and discount/coupon codes, copyrights and all Program systems access;
(iii) Should this Agreement be terminated by Herbaly for cause including, but not limited to violations of this agreement, violation of any laws or regulations governing this program or sufficiently severe damage to Herbaly’s reputation or ethical standing shall forfeit any commissions not paid out at the time of termination.
5.1 Arbitration: Any controversy or claim arising out of or relating to this Agreement or the breach thereof, shall be settled by binding arbitration administered by a single neutral arbitrator in accordance with the Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration hearing and all proceedings in connection therewith shall take place in Montreal, Quebec, Canada. The arbitration shall be conducted by one arbitrator, selected by both the parties or, if they are unable to agree on the selection, a practicing attorney or retired judge with at least ten years total working experience as such. The arbitration hearing shall be commenced within 90 days of the filing of a Demand for Arbitration by either party, and the award shall be rendered within 30 days of the conclusion of such hearing.”