This is an agreement between Crewfare Inc (“we” or the “Company”) and you (“you” or the “Ambassador”). Any person or entity participating in our Ambassador Program (the “Program”) must first accept these Ambassador Program Terms and Conditions (the “Agreement”).
[The Ambassador Program permit allows you to earn rewards for referring us customers to us through the use of your social media content, and various channels. You can promote our products or services using a unique link or unique code that we provide, enabling us to track referrals attributable to you].
We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason. We will alert you about any changes by means of electronic communication. It is your responsibility to periodically review this Agreement to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Agreement by your continued participation in the Program after we have provided notice of any such changes.
1. Eligibility to Participate in the Program
The Program is open only to persons who are legal residents of, and physically located within, the 50 United States or the District of Columbia, and are at least 18 years of age or older at time their application is submitted.
2. Acceptance into the Program
Once you submit an application to become an Ambassador, we will review your application and notify you whether you have been accepted to participate in the Program. If we do not notify you that you are accepted to participate in the Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth herein. Further, you will need to complete any additional enrollment criteria provided by us, if any. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Program.
Once accepted, you will comply with the terms and conditions of this Agreement at all times.
3. Commissions
- (a) Generally. We will pay you Commission for each new Customer who completes an applicable Booking after clicking on an Ambassador Link made available by you, provided that such Booking occurs within thirty (30) days from the date the Ambassador Lead clicked on the Ambassador Link that was made available by you.
- (b) Value. The value of the Commission will be determined according to the following schedule. The schedule below is subject to change in our sole discretion, upon our notice to you, provided that the Commission payable to you will follow the schedule in place at such time as the Ambassador Lead clicked the applicable Ambassador Link made available by you. The form of the Commission will in each case be determined by us in our sole discretion.
| 1st Booking | $50 value |
| 5th Booking | $200 value |
| 10th Booking | $400 value |
| 20th Booking | $1,000 value |
| 50th Booking | $2,500 value |
| Any Booking in excess of 50 | $50 value per Booking |
- (c) Eligibility to Receive Commission. You are not eligible to receive Commission or any other compensation from us if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, or (iii) the Commission payment has been obtained by fraudulent means or misuse of the Ambassador Link.
- (d) Validity of Ambassador Leads. An Ambassador Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers.
- (e) Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. In order to receive a Commission under this Agreement, you must first complete any and all required tax documentation that we may provide to you and provide any and all required tax documentation that we may request from you. You represent and warrant that any tax documentation or related information that you provide to us is, to the best of your knowledge, true, accurate and complete in all respects. You acknowledge that if you fail to provide complete or accurate information
- (f) Certain Definitions. As used herein, the following terms have the following meanings.
- “Ambassador Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.
- “Referral Link” means the unique tracking link we have provided to you in connection with the Program.
- “Booking” means a booking made by a customer for a travel service made available by us.
- “Commission” means an amount paid to you by us as a result of Bookings completed through your Ambassador Link.
- “Customer” means a person who completes a Booking.
4. Relationship of the Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
5. Proprietary Rights
We do not grant you any license to any trademark, software or other intellectual property in connection with this Agreement.
6. Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) HubSpot customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process, provided that the Receiving Party shall notify the Disclosing Party in advance of making such disclosure and shall cooperate with the Disclosing Party if the Disclosing Party elects to challenge the requirement to make such disclosure.
7. Ambassador Representations and Warranties
By entering into this Agreement, you represent and warrant that you have read, understand and will comply with these terms and conditions.
8. Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Ambassador Program, (b) your infringement upon the intellectual property rights of any third party, or (c) your noncompliance with or breach of this Agreement.
9. Disclaimer; Limitation of Liability
WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND WE HEREBY DISCLAIM ALL WARRANTIES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ARE NOT RESPONSIBLE FOR SERVICES PROVIDED BY THIRD PARTIES, SUCH AS HOTELS OR TRANSPORTATION SERVICES.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED BOOKINGS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
10. Term and Termination
- (a) Term. This Agreement will remain in effect for as long as you participate in the Ambassador Program, until terminated.
- (b) Termination Without Cause. Both you and we may terminate this Agreement at any time upon written notice to the other party.
- (c) Termination for Cause. We may terminate this Agreement for cause (i) upon ten (10) days’ notice to you of a material breach by you of this Agreement if such breach remains uncured at the expiration of such period or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
- (d) Effects of Expiration/Termination. Expiration of this Agreement or termination of this Agreement other than by us with cause shall not affect our obligation to pay you a Commission, so long as the related Booking is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you a Commission in connection with any Booking recognized by us after thirty (30) days after the date of such termination or expiration set out above. In the event of termination for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Ambassador Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
11. General
- (a) Applicable Law. This Agreement shall be governed by the laws of the State of Florida, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Miami-Dade County , Florida.
- (b) Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
- (c) Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
- (d) Entire Agreement. This Agreement is the entire agreement between us for the Ambassador Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website.
- (e) Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any of our affiliates or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
- (d) Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
- (e) Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commissions, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Expiration/Termination’, ‘Indemnification’, ‘Disclaimer; Limitation of Liability’, and ‘General’.
- (f) Data Processing and Protection. Any personally identifiable information collected during your participation in the Program will be handled by us in accordance with our Privacy Policy located at www.crewfare.com/terms/. You hereby agree to the collection, processing and storage of Entrant’s personal data by us for purposes of the Program.