BRAND AMBASSADOR AGREEMENT
Ozconsultz (the, “Ozconsultz”, “We”, etc.), being a website design and web consulting company seeking to be internationally advertised/promoted/marketed by selected Brand Ambassadors through their successful completion of Ozconsultz Brand Ambassador Offers (Offers) (the, “Brand Ambassador Program”,”Program”), and You (the, “Brand Ambassador”, “Ambassador” “You”, “Yours”, etc.), being an individual with sufficient authority to enter into this Agreement, who by submitting an online application/registration, seek to become a Brand Ambassador of Ozconsultz and/or to participate in Brand Ambassador Offer(s), aiming the successful completion of such Offer(s) as a participant in the Program,
WHEREAS,
Ozconsultz is offering its Brand Ambassador Program to the Brand Ambassador through Ozconsultz.com and you decided to utilize the Program,
NOW,
Ozconsultz and Ambassador hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, AND/OR BY PARTICIPATING IN AN OFFER, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE OF,
WILL COMPLY WITH AND AGREE TO BE BOUND BY THE PRESENT AGREEMENT AND ANY UPDATED VERSION OF IT; (B) ACCEPT THAT EACH OFFER MAY HAVE ADDITIONAL TERMS AND CONDITIONS ON PAGES WITHIN THE OZCONSULTZ WEBSITE AND ARE INCORPORATED AS PART OF THIS BRAND AMBASSADOR AGREEMENT. (C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/OFFERS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (D) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT SUBMIT YOUR APPLICATION/REGISTRATION OR CONTINUE YOUR PARTICIPATION IN THE PROGRAM.
In addition, if at any time you no longer wish to be bound by this Agreement, you must immediately notify Ozconsultz.
Definitions.
The following terms will have the meanings specified below.
“Ambassador” refers to a person who has been selected/approved by Ozconsultz, in its discretion through its online application process, to act as a promoter of the Ozconsultz Brand via the Brand Ambassador Accounts.
“Ambassador Accounts” refers to one or more of Ambassador’s accounts on Approved Media and is identified in the Ambassador’s initial application/registration to the Program and/or is otherwise approved by Ozconsultz in writing.
“Approved Media” refers to social media outlets approved by Ozconsultz for the Promotional Activities, as the same may be updated by Ozconsultz from time to time upon written notice to Ambassadors. The current list of Approved Media is as follows: Facebook, Twitter, TikTok, Pinterest, Snapchat, Instagram, Wechat, Tumblr and YouTube and other networks legally available in the Ambassador’s country.
“Promotional activities” refers to the advertising, marketing and promotion of Ozconsultz Brand and services by Ambassador online or offline. “Spam” means any unsolicited message (such as an e-mail, direct message, text message, or Internet posting) posted or sent to a recipient in which the message is not necessarily personal or relevant to the recipient, and which may cause annoyance to the recipient.
“Ozconsultz Brand” refers to the logo, trademark, content, creatives, materials, products, equipment, activities, services of Ozconsultz and/or any other aspect of Ozconsultz as described/included in the Offer and/or provided by Ozconsultz to the Ambassador for the advertising, marketing and promotion purposes under this Agreement.
“Prohibited countries” refer to the countries specifically prohibited by Ozconsultz for the advertising, marketing and promotion of Ozconsultz Brand and services under this Agreement, namely, Afghanistan, Sudan, Crimea (ATO), Occupied part of Cyprus, Cuba, Somalia, Syria, Iran, North Korea, Iraq, Lybia.
1. Program Scope and Registration
Ozconsultz is relying upon you, and you agree, to actively promote the Ozconsultz Brand and its services worldwide, except in Prohibited Countries. To become an Ambassador, you must complete and submit the online application/registration available at the Job’s Application page . You must not use any “bot” or other automated method to apply for or otherwise participate in the Program. All information included in your application must be true and correct and you must notify Ozconsultz of any changes to such information after you become an Ambassador and throughout your participation in the Program. Ozconsultz reserves the right to accept or reject your application/registration at its own discretion and for any or no reason.
2. Eligibility Criteria
Any person wishing to become an Ozconsultz Brand Ambassador and/or anyone who proceeds with the online registration in the Program and/or a person who is selected to become an Ambassador must satisfy the following eligibility criteria as of the date of the submission of the application/registration and throughout the participation in the Program. Upon request of Ozconsultz at any time, you may be required to provide documentary evidence showing that you satisfy these criteria. If you are unable to produce such evidence, you will be discharged from the Program immediately with or without any prior notification and with no further obligation burdening Ozconsultz. You represent, warrant and covenant to Ozconsultz that you meet the following criteria:
– You have read, understand, and agree to be bound by all the terms of this Brand Ambassador Agreement;
– You are of age lawfully enabling you to enter into this agreement;
– You have a clear criminal record;
– You are not involved in any money laundering and terrorist financing activities and/or any other illegal activities
– You maintain at least one Ambassador Account which is kept in public mode to be used exclusively for the Promotional Activities;
– You are free from any medical conditions and otherwise cleared by your doctor to promote the Ozconsultz Brand and services and use any and all products/clothing/ equipment provided by Ozconsultz to you for the execution of your obligations under this Agreement.
3. Staff Portal
As an Ambassador you will have access to Our Staff portal where you are required to update your details appropriately. Ozconsultz further reserves the right to modify the Portal/dashboard and/or designate a new influencer marketing platform in its discretion. You agree to comply with all terms of use required by the host of the Portal/dashboard from time to time. You agree to log on to the Portal/dashboard frequently and to keep your information maintained on the Portal/dashboard current.
4. Promotional Activities
Once you are registered/selected as an Ambassador, you agree to use your best efforts to engage in the Promotional Activities on the Ambassador Accounts which are approved by Ozconsultz, as per the descriptions and instructions included in each Offer. Promotional Activities in Offers may include, without limitation, the following:
– Posting photo and video content promoting the Ozconsultz Brand and services as Ozconsultz may be requested from time to time (“Content”);
– Sharing and promoting your personal links, image banners, and discount codes for Ozconsultz to encourage followers to purchase/patronize them;
– Communicating, networking and/or collaborating with social media influencers, Ozconsultz’s social media followers and customers, and any other individual.
– Participating in educational and training programs upon request of Ozconsultz; and
– Attending events, including without limitation, photo and video shoots, appearances at pop up stores, virtual meetings, designated events, and any other appearance(s) upon request of Ozconsultz (collectively, “Appearances”).
You understand and agree that Ozconsultz may, at any time, request you to provide any kind of proof in relation to the execution of any Promotional Activity. All Promotional Activities must be conducted in a professional and/or high quality manner and in a manner that is consistent with the authorized use for each Ozconsultz product/service as outlined on product/service labels and any marketing or promotional materials and/or in any other manner demonstrated by Ozconsultz from time to time.
5. Ambassador Obligations and Responsibilities
Throughout the Program and in order to remain in good standing in the Program, you must commit to and comply with the following obligations, for which you will take full responsibility at all times:
– Keep your Ambassador Accounts public at all times and notify Ozconsultz before switching to private;
– Add Ozconsultz’s social media accounts as a friend/ follower to your Ambassador Accounts including, without limitation @Ozconsultz …… Facebook, twitter, Instagram accounts and other accounts as Ozconsultz may add from time to time;
– Read all labels on Ozconsultz Brand and services and use them only as directed;
– Include any product disclaimer or other language provided by Ozconsultz with respect to Ozconsultz Brand in any and all of your Content as directed by Ozconsultz;
– Promptly respond to all communications from Ozconsultz personnel, in no event later than within 24 hours, whether in text, email, phone or any other form;
– Notify Ozconsultz personnel promptly of any changes to your Ambassador Accounts or other information previously submitted, whether in your application, through the portal or otherwise;
– Inform Ozconsultz personnel IMMEDIATELY if any of the criteria listed in clause 2 related to your eligibility no longer apply;
– Conduct yourself in a respectful manner and with the highest degree of professionalism when executing the Promotional Activities and/or using your Ambassador Accounts and/or while your actions can be associated with Ozconsultz and/or the Program and/or at all times;
– Behave in a legal, ethical and business-like manner and maintain the highest standards of integrity, honesty and responsibility in your dealings with Ozconsultz, its staff, customers and sales representatives;
– Comply with all federal, state and local laws, rules and regulations applicable to you in the course of your participation in the Program and the performance of Promotional Activities, which include but are not limited to the Federal Trade Commission guidelines, the Terms of this Agreement and all terms and conditions applicable to your use of the Approved Media;
– Follow fair competition rules when promoting other companies and/or products who are in direct competition with Ozconsultz and Ozconsultz Brand and services;
– Provide your honest and truthful personal experiences while using any Ozconsultz Brand service in your Content;
– Present and demonstrate Ozconsultz and Ozconsultz Brand/services in a positive, truthful and sincere manner;
– Use your best endeavors to: a) ensure that any and all third parties act consistently with and do everything necessary in order for you to perform your obligations under this Agreement and b) prevent any third party from infringing the rights of Ozconsultz and if necessary take legal action to stop such infringements and protect the rights of the Sponsor;
– Be responsible for any and all activity undertaken in connection with your participation in the Program and on your Ambassador Accounts.
6. Ambassador Prohibitions/ Restrictions
Ambassador is expressly prohibited from taking any of the following actions, each of which shall be a material breach of the terms of this Agreement:
– Purchasing followers and/ or likes;
-Using fake clicks, self clicking or fake/conjured purchases and orders.
– Making any representations, claims or promises on behalf of Ozconsultz, other than those contained in Ozconsultz’s official marketing and promotional materials (i.e. on the label or Ozconsultz website);
– Altering and/or allowing any other third party to alter Ozconsultz Brand
– Promoting Ozconsultz Brand and services through unsolicited or Spam communications (including via emails, direct messages, posting comments, providing codes on any platform);
– Engaging in, promoting, contributing to, or creating a platform for offensive, sexually explicit or distasteful materials, inappropriate images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any Content that is unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to Ozconsultz in Ozconsultz’s sole discretion;
– Transmitting messages or images inconsistent with the positive images and/or goodwill of Ozconsultz;
– Engaging in any activity that may divert commissions from other participants in the Program;
– Engaging in any activity that violates or breaches Ozconsultz’s or any third party’s legal rights;
– Engaging in any inappropriate/illegal activity;
– Engaging in any advertising or marketing practices that are deceptive, misleading or fraudulent,
including using Spam or sending unsolicited commercial email or direct messages, posting
commercial messages or personal discount code to any forum that prohibits the same or on any
account’s posts (including Ozconsultz’s);
– Presenting Ozconsultz’s banners, images or videos as if they are your own or any other site’s
(which is usually referred to as copyright or trademark infringement, and is illegal);
– Posting any links to the Ozconsultz website or any other Ozconsultz platform on any website in which users can post content, including, without limitation, Reddit.com, and any sub-page, sub domain, or sub-thread thereof;
– Using any promotional coupon or code that is not provided to Ambassador by Ozconsultz for the Program, or running any ad with any of Ozconsultz’s URLs offering brand ambassador
commissions;
– Reading, intercepting, recording, redirecting, interpreting or filling in the contents of any
electronic form or other materials submitted to Ozconsultz by any person or entity;
– Selling or reselling any of the Ozconsultz Brand, or offering a cash incentive or discount on
Ozconsultz Brand as a means of promotion that is not within the context of the Program;
Executing your Promotional Activities in a way that suggests and/or helps understand and/or
implies that Ozconsultz accepts/supports/is involved in content/advertisement/publication
which involves inappropriate/illegal content, including but not limited to:
i.pornography, adult or mature content;
ii. illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);
iii. racial, ethnic, political, hate-mongering or otherwise objectionable content;
iv. racial, ethnic, political, hate-mongering or otherwise objectionable content; violence or profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
v. illegal substance;
vi. drugs or any related paraphernalia;
vii. software pirating, adware, malware, viruses, phishing offers, spoofing, redirecting, or
trafficking from adult-related websites in an effort to gain traffic;
viii. misleading ads, providing false info to the user;
ix. purchase of weapons/military equipment;
x. false or deceptive investment advice, money- making opportunities or advice not permitted under law and others;
xi. intellectual property rights;
xii. material that defames, abuses, or threatens physical harm to others;
– Disreputing or otherwise damaging the name or goodwill of Ozconsultz and/or of its corporate identification;
– Making and/or promoting defamatory remarks and/or any untrue statements or claims about or on behalf of Ozconsultz.
7. Monitoring and Use of Content
Ozconsultz reserves the right to monitor all Ambassador Accounts and to preview Ambassador’s Content. From time to time, Ozconsultz may request changes to and/or removal of Content from any and all of Ambassador’s Accounts in its sole discretion. If you refuse to make any requested changes, Ozconsultz may terminate or limit your participation in the Program.
You agree that Ozconsultz may display, post, re-post, upload and/ or use any and all of your Content in its advertising, in emails, on its sales pages including, without limitation, on its website and on Amazon, on social media outlets (including but not limited to the Approved Media), etc, at its discretion, in perpetuity, with or without notice or compensation.
8. Term and Termination
The term of this Brand Ambassador Agreement shall begin upon submission of your application/registration and continue unless earlier terminated. This Agreement may be terminated by Ozconsultz immediately at any time and for any or no reason, upon Ozconsultz’s written notice to you; and by you upon thirty (30) days prior written notice by you to Ozconsultz. Such termination constitutes your termination from the Program; you will be disqualified from receiving any further commission, recognition, communication or compensation from Ozconsultz; you must discontinue any Promotional Activity, posting about or publicizing your use of Ozconsultz Brand, and stop making any representations, publicly or privately, in which you could be construed as representing Ozconsultz or Ozconsultz Brand. The obligations related to clauses 12, 14, 15 will continue perpetually after the termination of the Ambassador Terms.
9. Terms of Payment
For eligible Ambassadors, in consideration of the Promotional Activities and rights granted to Ozconsultz with respect to Content, Ambassador will be compensated as follows:
a. Free Ozconsultz Brand Products.
From time to time, Ozconsultz may provide Ambassador with
free Ozconsultz Service, the value and amount of which shall be determined by Ozconsultz.
b. Merchandise.
Through Ambassador’s Promotional Activities, Ambassador may earn commission which will be accumulated on the ambassador dashboard and can be used towards the purchase of Ozconsultz products/services from time to time. Ambassadors can withdraw or move their commissions to their personal wallet when the required minimum amount is reached.
c. Appearances.
If given the opportunity to participate in special events or Appearances, Ambassador may be compensated for those appearances as will be set forth in a separate written agreement signed by you and Ozconsultz. Ozconsultz will strive to give priority to Ambassadors for Appearances but such invitations to participate cannot be guaranteed.
d. Monetary Remuneration.
Is offered through PayPal with minimum withdrawal limit of 50 USD. If the balance is less the limit, Ozconsultz will add the amount to the next payment until account balance will reach the specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees. You are responsible for all applicable taxes, other than taxes based on Ozconsultz income. You indemnify Ozconsultz against all losses suffered or incurred by Ozconsultz arising out of or in connection with any payment made to you. You are responsible to supply valid payment details in your personal account on the Ambassador dashboard , if details are wrong or if you change your payment details, it is your responsibility to notify Ozconsultz immediately. You will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our system. All payments are processed automatically and/or manually in special cases. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program. Hereby you represent and warrant to provide Ozconsultz with all the documentation or its equivalents, needed for your identification, ascertainment of the legal fact and fulfilment of your obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you. You on your own shall ensure the ability to receive payments from Ozconsultz to specified PayPal account. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 9(d) and/or if including if the failure or delay is caused by PayPal, Ozconsultz shall not be responsible for violation of terms of payment. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and we will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Ozconsultz related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time. By entering into this Agreement, you agree to receive such monetary remuneration as from Ozconsultz or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
e. Commission.
Ambassadors may, at the discretion of Ozconsultz, be provided with a unique promotional code in addition to their marketing tools already available in their dashboards, which can be provided to followers who can use it to buy/order Ozconsultz products/services at a discounted price. Ambassadors in good standing may, if so decided by Ozconsultz, be entitled to receive a commission of ten percent or more (10% or more) of Net Sales made to customers/clients who purchase Ozconsultz services using Ambassador’s unique referral link and promotional code (“Customers”), subject to the exclusions in Section 14(e). “Net Sales” shall mean the total amount actually received by Ozconsultz from the purchase of Ozconsultz products/services by Customers, less:
(i) Operational charges;
(ii) any sales tax, or other similar taxes which may be imposed by a governmental entity having jurisdiction on any such transaction; and (iii) any sales or amounts that are attributable to Spam, credit card fraud, returned by Ozconsultz, refunded payments or similar factors. In any case of a Payment, it shall be made in a form designated by Ozconsultz from time to time and accepted by Ambassador, on a monthly basis in each month in which your commission is at least one fifty dollars ($50). (Your commission will roll over to the next month(s) if $50 in commissions is not reached in a given month).
f. Exclusions.
If a sale is canceled or refunded for any reason, any amount pre-paid to Ambassador will be
deducted from the amount owed to the Ambassador. Ambassador will not be paid a commission on sales or orders that are in delinquent status. Ambassador commissions are counted and final numbers are deemed final at the sole discretion and decision of Ozconsultz. Ozconsultz also reserves the right to change the dates of the commission payout. While Ozconsultz may make every reasonable effort to accurately track and pay commissions for all Ambassador sales, Ozconsultz is not/will not be responsible nor shall be held liable for any technical difficulties, outside events, actions by other Ambassadors, or other uncontrollable events that may disrupt or interfere with Ozconsultz’s ability to track sales or pay commissions. Ozconsultz may/has the right to pay commissions to any other person, in its discretion.
Pay-outs are to be proceeded twice per month with a Hold 4 days, meaning:
- on the fourth (4th) day of each month
- on the nineteenth (19th) day of each month
If by the fourth (4th) and/or nineteenth (19th) day of a month you reached the minimum payout – you can make a request for a pay-out. If such a fourth (4th) and/or nineteenth (19th) day of a month is a weekend day (Saturday or Sunday), the pay-outs are to be proceeded on the following working day.
10. Parties Relationship
Nothing in this Agreement will be construed to place Ozconsultz and the Ambassador in the relationship of partners, joint ventures, principal and agent, employer and employee or any other legal or equitable relationship in which any one of the parties may (except as specifically provided in this Agreement) be liable for the acts or omissions of the other party and no party has the authority to bind or obligate the other party in any matter whatsoever or any other relationship other than that of an independent contractor.
You are customarily engaged in an independent business of performing Promotional Activities, and you are not an employee of Ozconsultz. Therefore, you are not entitled to any benefits provided by Ozconsultz to its employees, including, without limitation, worker’s compensation benefits or group insurance.
Ozconsultz will not have control or exercise direction over the methods by which you perform the Promotional Activities. You are responsible for creating content and determining when your Content will be shared, with the exception of time-sensitive projects as identified by Ozconsultz.
You are responsible for your own federal, state and local income, social security, unemployment, sales, disability and any other applicable local, state or federal taxes arising out of your performance of Promotional Activities under this Agreement.
You understand and agree that Ozconsultz will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on your behalf. You agree to indemnify and defend Ozconsultz against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing Promotional Activities under this Agreement.
11. Intellectual Property
All Ozconsultz trade names, trademarks, logos, slogans, domain names, services, trade dresses, coupons, hypertext links, promotional codes, designs, works of authorship, other advertising and marketing material and Ozconsultz Brand (collectively, the “Ozconsultz Intellectual Property”) is the property of Ozconsultz, and you agree not to use such Ozconsultz Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by Ozconsultz. Unless and only to the extent explicitly authorized by Ozconsultz. you agree not to modify/alter/manipulate/create derivative works of any Ozconsultz Intellectual Property or use any modified or derivative version of any Ozconsultz Intellectual Property. Unless and only to the extent explicitly authorized by Ozconsultz, you agree not to purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any Ozconsultz Intellectual Property or any variations, derivatives or misspellings thereof. You agree not to publish, host, or promote any Ozconsultz Intellectual Property or other material that misrepresents your relationship with Ozconsultz or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by Ozconsultz.
You agree that any and all content, photos, videos, verbiage, pictures, writings, other work product and/or works of authorship generated by you as part of the content or otherwise related to the work that you do for Ozconsultz (collectively, the “Content”) shall be the sole and exclusive property of Ozconsultz, and you irrevocably assign to Ozconsultz all rights, title and interest in any Content that you create, or to which you contribute, including all intellectual property rights contained therein. You acknowledge and agree that all Content is deemed specially requested by Ozconsultz (whether or not actually requested), and further agree that it shall be considered a work made for hire within the meaning of all applicable copyright laws. You acknowledge and agree that Ozconsultz is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures or mannerisms as part of any Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Content are hereby waived.
12. Confidential Information
Ozconsultz (Disclosing Party) may disclose to you (Recipient) confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Ozconsultz’s Confidential Information includes, without limitation, all non-public information, including proprietary information, Ozconsultz Intellectual Property, whether written or oral, including, but not limited to information that concerns the business, financial affairs or technology of the Disclosing Party or any of its customers, information concerning internal controls, data processing programs, applications, routines, subroutines, techniques and systems, pricing, names and/or details of the customers (including its domain names), costs and other financial information, financial projections, pricing and other business strategies, business processes, specifications, ingredients and other proprietary information relating to the Ozconsultz Brand, sales figures, software passwords, event format, presentation content, inventions, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, marketing and other future plans, marketing strategies, marketing copy, programs, business plans and methods of operation and proposed methods of operation, accounts, transactions and proposed transactions, and includes, without limitation, all software, software programs and designs, software source documents, roadmap, information concerning research, know-how, trade-secrets, experimental work, development, design details and drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, engineering, and security procedures at the time of disclosure, of the Disclosing Party, to the Recipient. Confidential information also includes the terms of this Agreement. The term “Confidential and Proprietary Information” also includes any notes, summaries, analyses or other material derived from such Confidential and Proprietary Information. The Disclosing Party may not specifically identify in writing any information to which the protection of this Agreement extends.
You agree to hold all Confidential Information in the strictest confidence, to exercise the same care as if it is your confidential information, not to disclose and/or use the Confidential Information for any purpose except in the performance of your obligations under this Agreement and not to copy or reproduce it without the Disclosing Party’s prior written consent except to the extent reasonably necessary for the purpose of this Agreement. You agree that Ozconsultz is and will remain the sole and exclusive owner of all rights, title and interest in and to the Confidential Information, and all Ozconsultz Intellectual Property. You further agree that you will not use Ozconsultz’s Confidential Information for the benefit of anyone other than Ozconsultz.
Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, you agree to return to Ozconsultz all Confidential Information, or to certify in writing that all such material has been destroyed, however, destruction is only permitted after Ozconsultz’s prior approval.
You must not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of Ozconsultz, except as required by law or any
governmental/regulatory authority/court.
13. Third Parties And Competing Brands
Ozconsultz recognizes that, as an independent contractor, you are available to perform services for entities other than Ozconsultz. You agree to notify Ozconsultz in writing (email sufficient if acknowledged by an employee of Ozconsultz) of any other arrangements. Moreover, you warrant and represent that there is no conflict or potential conflict of interest between your performance of Promotional Activities under this Brand Ambassador Agreement and your performance of services under other contracts for services or as an employee of other entities, including any agreement you have with the third party providing you the program Portal, or under your own brand or involving any product you develop or plan to develop for commercial use or sale, alone or with others, and will ensure that no such conflict arises. If you decide to perform services for a competing brand, your status as an Ambassador will be immediately revoked and you will have no further rights under the Ambassador Terms.
14. Indemnity
You will at all times defend, indemnify and hold harmless POzconsultz, its related and affiliated entities, and their respective directors, officers, shareholders, agents and representatives, its subsidiaries, successors and assigns, from and against any and all claims of whatever nature, including without limitation:
(i) any violation of Law committed by you or your agents; and/ or
(ii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in this Agreement;
(iii) any negligent act or omission, fraud or willful misconduct from your part. Your obligation to indemnify and defend Ozconsultz as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Ozconsultz in connection with any such claim.
15. Limitation of Liability
OZCONSULTZ WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS, INJURY OR DEATH OF ANY PERSON AND/OR YOURS RESULTING FROM YOUR PARTICIPATION IN THE PROGRAM AND/OR FROM YOUR PROMOTIONAL ACTIVITY OF OZCONSULTZ SERVICES AND PRODUCTS, EVEN IF OZCONSULTZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OZCONSULTZ’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO YOU BY OZCONSULTZ IN THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GIVES RISE TO THE CLAIM.16. Disclaimer and Limitation of Warranty OZCONSULTZ MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND TO THE AMBASSADOR, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
17. Modification
Ozconsultz reserves the right to amend the terms and conditions of this Agreement at any time unilaterally. Unless the Ambassador Terms specify otherwise, Ozconsultz will give you prior notice of any significant change and if you find the change unacceptable, you have the right to terminate. However, if you continue to participate in the Program after the end of the notice period, you will be deemed to have accepted the changes. You may not modify the Ambassador Terms by making any typed, handwritten, or any other changes to them for any purpose.
18. Force Majeure
The force majeure events are understood as events which occur after the signing of this Agreement, regardless of the will of the Parties, and which could not be foreseen and prevented by any reasonable actions of the Parties. The influence of these events may postpone the performance of all or several parts of present Agreement or other terms and conditions agreed by the Parties. The circumstances of force majeure include amongst others such events as war, mobilization, epidemic, fire, natural disasters, traffic accidents and changes in legislation.
If the obligations under this Agreement have been postponed due to the force majeure, the Party affected by force majeure shall notify the other Party in writing about the day of the force majeure commencement within 5 calendar days. With the cessation of force majeure and the restoration of normal conditions, the Party which was affected by force majeure shall notify the other Party in writing within 3 calendar days. If a Party fails to comply with these notification requirement, it loses the right to rely on such force major action.
19. Miscellaneous
This Brand Ambassador Agreement contains the entire agreement with respect to your independent contractor relationship with Ozconsultz, and supersedes any prior verbal and/or written agreements or representations regarding the said relationship.
Headings in this Agreement are for the convenience of the Parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
Any notice required or permitted by this Agreement shall be in writing and mailed to the email addresses set forth below or such other address as either party may specify in writing:
Email Address of Ambassador:
Email Address of Ozconsultz:
Ozconsultz may also send notices to the Ambassador through the personal account of the Ambassador or in the Ambassadors’ group or forum.
This Agreement is interpreted, construed and enforced in accordance with the laws of the Federal Republic of Nigeria, without regard to its choice of law principles. The parties expressly consent that the courts of Nigeria shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Ozconsultz to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. In the event of any dispute arising in respect of this Agreement, authorized representatives of both the Parties shall attempt to resolve such dispute within thirty (30) days of either of the Party giving notice in writing to the other Party of such dispute.
In case any one or more of the provisions contained in this Agreement shall, for any reason be held by a court to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity of any other provisions of this Agreement, and such provision(s) shall be deemed modified to the extent necessary to make it or them enforceable.
This Agreement shall be binding upon, and shall inure to the benefit of, the Parties. Ozconsultz may assign this Agreement to a subsidiary or business successor. You may not assign or otherwise transfer this Agreement and/or the obligations under it, in any way to any person, without the explicit written consent of Ozconsultz.
This agreement was last updated on 27.01.2021