Updated May 24, 2018
These Terms and Conditions of Service (“Agreement” or “Terms”) is a legally binding agreement between you (“Creator,” “you”), and 7476, Inc. DBA AmbassadHer (“7476, Inc. ,” “we,” “us,” or “our”).
IF YOU ARE UNSURE AS TO THE TERMS SET HEREIN, PLEASE DO NOT PROCEED FURTHER AND CONTACT US AT [email protected]
7476, Inc. is the owner and operator of a unique technology platform and provides products and services (collectively “Services”) that enables companies, who wish to create content and/or advertise their products and services (“Brands”), and persons (“Creators”) to collaborate on the Brand’s advertising campaign (“Campaign Brief”). You may produce copy, text, video, images, photographs, graphics, messages or other materials (“Content”) pursuant to your participation in the Campaign Brief (a “OPPORTUNITY”) and to post, promote, and advertise the Content through your network (including your website or your posts on any website or social media provider account) using the Services.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A BINDING AND MANDATORY CUSTOMER ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN Individual BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS and limits the remedies available to you in the event of certain disputes.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, ESTABLISHING AN ACCOUNT, USING THE PLATFORM AND/OR OUR SERVICES, AND/OR NAVIGATING, YOU AGREE THAT (A) YOU HAVE READ AND UNDERSTOOD THE AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD; (C) YOU CAN FORM A BINDING CONTRACT; AND (D) YOU ACCEPT THE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AS WELL AS THE TERMS OF AN UNDERLYING CAMPAIGN BRIEF WHICH IS EXPRESSLY INCORPORATED AND REFERENCED HEREIN. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE platform and/ or the SERVICES.
TO THE EXTENT THE SERVICES MAY BE USED TO REPRODUCE COPYRIGHTED MATERIALS FROM BRANDS, IT IS LICENSED TO YOU ONLY FOR THE REPRODUCTION OF NON-COPYRIGHTED MATERIALS, MATERIALS IN WHICH YOU OWN THE COPYRIGHT, OR MATERIALS YOU ARE AUTHORIZED AND LEGALLY PERMITTED TO REPRODUCE. IF YOU ARE UNCERTAIN ABOUT YOUR RIGHT TO COPY OR PERMIT ACCESS TO ANY MATERIAL, YOU SHOULD CONTACT YOUR LEGAL ADVISOR.
Subject to your compliance with the terms of this Agreement, we grant you access to the 7476, Inc DBA AmbassadHer technology (the “Platform”) through our website for Creators that is available at ambassadher.com (the “Website”) to use our Services.
If you access the Services through a Mobile Device, your wireless service carrier’s standard charges, data rates, and other fees may apply. Some or all of the Services’ functionality may not work with all carriers or mobile devices. By accessing the Services on a mobile device, you agree that we may communicate with you by push notifications, text message, or other electronic means to your Mobile Device and that certain information about your usage of the Services through the mobile device may be communicated to us.
If you access our Platform and/or our Services through our Website, you need to make sure that your Internet connection is adequate for accessing our Website for Creators, our Platform, and our Services. You are solely responsible for your Internet connection including and not limited to the applicable charges, rates, tariffs and other fees that might apply. We grant you a limited, revocable, non-exclusive, non-transferable license to access our Website and our Platform and use the Services or the information solely for their intended purpose strictly in accordance with this Agreement and not to modify all or any portion of the Website, Platform, and/or Services.
YOU AGREE THAT 7476, Inc DBA AmbassadHer IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR USE OF OUR WEBSITE, THE PLATFORM, THE SERVICE, OR PARTICIPATION IN AN OPPORTUNITY. 7476, Inc DBA AmbassadHer PROVIDES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO 7476, Inc DBA AmbassadHer FOR THE ABILITY TO ACCESS THIS WEBSITE AND/OR THE PLATFORM.
You agree that the Services, including but not limited to the Platform, Website, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by 7476, Inc DBA AmbassadHer and/or its licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of the Services or in any manner that is inconsistent with the terms of this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that 7476, Inc DBA AmbassadHer is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using the Services.
You acknowledge and agree that the Website, the Platform and the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Platform and the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Platform and the Services whether expressly, by implication, estoppel or otherwise. 7476, Inc DBA AmbassadHer and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You agree that you and all Content will fully comply with applicable laws, rules, regulations, and industry guidelines, including but not limited to the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (collectively, “Applicable Laws”), and that you will disclose in every post that mentions or features a Brand that you have received benefits from the Brand as described in this Agreement and the Campaign Brief. You will cooperate with us in removing or modifying any inappropriate Content relating to the Brand, its products, or the Campaign Brief from your blog, website, or your accounts on social networking websites, such as Instagram, Facebook, Pinterest, or Snapchat (“Social Media Provider”) or any other media over which you have control. To the extent you are not in compliance with the terms required under this Agreement (without limiting any remedies that may be available to us and a Brand in law or equity), you will promptly remove and take down any non-compliant Content.
You represent and warrant that: (a) you have the full power and authority to enter into this Agreement and any OPPORTUNITY, and neither this Agreement nor your activity hereunder conflicts with any obligation on your part; (b) all information submitted by you and all statements made by you will comply with all Applicable Laws and is accurate, and (c) to the extent that you upload any Content through the use of the Platform and Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such Content and that such Content does not violate any terms of service applicable to any Social Media Provider, or this Agreement.
You grant to 7476, Inc DBA AmbassadHer a non-exclusive license to copy, display, modify, distribute, store and otherwise use the Content you submit to the Services for the purposes of: (a) conducting our marketing activities in the promotion of the Services including but not limited to email marketing, case studies, cover photos, and use on our social networking websites, websites, and mobile applications and (b) performing our obligations under this Agreement, including provisioning your participation using the Services under a Campaign Brief. Subject to the terms of the applicable Campaign Brief, you agree that you shall grant to Brand or its agency an exclusive (except to the rights granted herein), worldwide, royalty-free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, distribute, store, modify and otherwise use any Content that you upload, transfer or post using the Services.
To use the Services, you need to establish an account by signing up through our Website (the “Account”). You agree to provide accurate, current and complete information about yourself. Registration data and other information about you and this Agreement are governed by our Privacy Policy. You are responsible for keeping your password secret and secure. You must immediately notify us of any unauthorized use of your password, account or any other breach of security of which you become aware. Once you create an Account you will be able to customize your profile (“Creator Profile”).
DO NOT SIGN UP FOR AN ACCOUNT IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS. BY OPENING UP AN ACCOUNT YOU AGREE TO BOUND BY AND COMPLY FULLY WITH THESE TERMS.
In order to fully use the Services, you will need to verify your Social Media Provider account(s) when applying to opportunities. Once your Social Media Provider is verified by us, we may access information and relevant data provided by you and your Social Media Provider, and we will use, store and disclose such information in accordance with our Privacy Policy. You may need to provide your login information including your password, directly to such Social Media Provider, and not to us. We are not responsible for any action taken by the Social Media Providers, or the accuracy or availability of any information provided by the Social Media Providers.
By establishing an Account with 7476, Inc DBA AmbassadHer, you agree to receive communications from us, including via e-mail, text messages, and push notifications.
8.1 By Email. If you wish to not receive any promotional emails from 7476, Inc DBA AmbassadHer please email [email protected] or follow the unsubscribe options in the promotional emails.
You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from 7476, Inc DBA AmbassadHer. If you do wish to unsubscribe from such emails, please send your request to [email protected] with subject line: “Unsubscribe from 7476, Inc DBA AmbassadHer Transactional Emails.” Please note that unsubscribing from such emails will impact your use and enjoyment of 7476, Inc DBA AmbassadHer Platform, Services and Website will impact your communication with us and/or Brands.
8.2 Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of our Services.
You are responsible for your conduct and any Content that you upload, share, post, submit, publish, send, display or transmit (collectively, “Transmit”) via the Services. You agree that you will at all times not use the Services to:
You may be able to view different Brands’ Campaigns based on your followers on Social Media Provider and any other parameters decided by the Brands.
If you wish to participate in a Campaign Brief, you authorize us to provide the Brand or its agency with some or all of the following information concerning you:
Please note, your participation in a Brand’s Campaign Brief is referred to as an OPPORTUNITY, as defined above. You may choose to work on multiple OPPORTUNITIES at the same time but you must agree to post within timelines, if provided, for any opportunities you apply for.
A Campaign Brief includes the parameters, specifications, and terms and conditions of a Brand’s campaign. You agree to treat the contents of the Campaign Brief and any information related to the Brand and its agency as confidential and not to disclose such information to any third party. Your access to and use of the materials in the Campaign Brief requires you to review, acknowledge and accept the terms of the Campaign Brief, and once executed by you, will constitute a valid and binding agreement, and such terms and conditions will be incorporated into this Agreement for all purposes. Your failure to agree to the Campaign Brief will restrict you from participating in the OPPORTUNITY. Any non-compliance by you with the terms of such Campaign Brief will be deemed a violation of this Agreement.
In order to assign you an OPPORTUNITY or approve your participation in a OPPORTUNITY, Brands may be able to view your avatar, ratings, and content posted on your Social Media Provider. They will also be able to look at your stats related to completion of your OPPORTUNITIES, etc. If necessary, Brands will contact you through the Service.
If your OPPORTUNITY is approved and accepted, you agree to Transmit the Content to your Social Media Provider as directed in the Campaign Brief.
After your Content is approved by the Brand, Brand may be able to give you a review based on the criterion that is listed on the Campaign Brief.
In connection with your participation in a OPPORTUNITY, you agree at all times that you will comply with the following code of conduct:
Subject to your compliance with this Agreement and the Campaign Brief you shall be compensated in United States dollars (“Payment”) for the Content that is accepted by the Brand and posted to your Social Media Provider accounts or webpages in accordance with the terms of the Campaign Brief. To the extent that you are entitled to Payment, we will determine the method and you will provide reasonable cooperation in facilitating the Payment. For example, if we desire to pay you through PayPal, you will be required to establish a PayPal account and to provide us with sufficient information to allow us to transfer funds to you.
You agree to provide accurate information for facilitating Payment and if we are unable to facilitate the Payment because of inaccurate information provided by you, we will inform you through reasonable means and you will have 15 days to furnish accurate information to us for facilitating Payment.
You further agree and acknowledge that 7476, Inc DBA AmbassadHer is not responsible for any Payment made to an incorrect bank account or PayPal account based on incorrect information provided by you.
You agree to promptly return the monies to us, if the amount remitted to you is more than Payment due. You also agree to contact us immediately at [email protected] to inform us about the same.
You agree that you, the Creator, is responsible for all fees, such as equipment rentals, photographer fees, model fees, location fees, government fees etc., that may be incurred in connection with a OPPORTUNITY.
You further agree that you will report to all applicable government agencies as income all payments received by you pursuant to these Terms. This means you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you. You are not entitled to any benefits paid or made available by 7476, Inc DBA AmbassadHer to its employees, including, without limitation, any vacation or illness payments, or to participate in any plans, arrangements or distributions made by 7476, Inc DBA AmbassadHer pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You agree to defend, indemnify and hold harmless 7476, Inc DBA AmbassadHer and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney’s fees) arising from your breach of the foregoing obligations.
You agree that you shall not contact any Brand or its agency, or any of its personnel, agents or representatives outside of the Services and that you shall communicate exclusively through the Services. You agree, during the term of this Agreement and for a period of one (1) year thereafter, to only use the Services for any communication with a Brand or its agencies and that you will not directly or indirectly solicit or contact (including but not limited to e-mail, regular mail, express mail, telephone, fax, direct message and instant message), attempt to contact or meet with any 7476, Inc DBA AmbassadHer’ customers, including but not limited to any Brand or its agency with whom you have applied to or provided service for purposes of any offering or accepting goods or services similar to those provided by you under a Campaign Brief or competitive with those offered by other creators using the Services.
You acknowledge that a breach or threatened breach of this term would give rise to irreparable harm to 7476, Inc DBA AmbassadHer for which monetary damages would not be an adequate remedy, and you hereby agree that in the event of a breach or a threatened breach by you of any such obligations, 7476, Inc DBA AmbassadHer shall, in addition to any and all other rights and remedies that may be available to us in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).
In the event that any information is disclosed to you through your access to the Services related in any way to 7476, Inc DBA AmbassadHer and our business and the business of our customers which we deem to be confidential and proprietary, including but not limited to any Campaign Brief, you agree to hold such information in the strictest of confidence. You acknowledge that we or a Brand or its agency may provide confidential and proprietary information to you in connection with your use of the Services or participation in a OPPORTUNITY including, but not limited to 7476, Inc DBA AmbassadHer’ Platform, identity of our customers, including any Brand or its agency contacts, names, phone numbers, addresses, email addresses, campaign, Campaign Brief, campaign history, campaign preferences, pricing information and other information regarding a Brand’s products, services, or initiatives, or other topics of the Campaign Brief and all other information which 7476, Inc DBA AmbassadHer considers to be confidential and proprietary or any special treatment that you may receive (which 7476, Inc DBA AmbassadHer reserves the right to provide in its sole discretion to any creator). Except as needed to perform your obligations hereunder, during the Term, you shall keep confidential and not disclose any information contained in a Campaign Brief or prepared for while participating in a OPPORTUNITY, including, but not limited to, topics, story projects or source information, prior to such information becoming available to the public. During the Term of this Agreement, you will also keep confidential and not disclose the terms of this Agreement or to use any such information for your own purposes.
You shall indemnify, defend and hold 7476, Inc DBA AmbassadHer and our officers, employees, managers, directors, customers and agents (the “7476, Inc DBA AmbassadHer Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the 7476, Inc DBA AmbassadHer Indemnified Parties arising from any of the following: (i) a breach of this Agreement or underlying Campaign Brief; (ii) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (iii) incorrect information provided by you in your Account or elsewhere ; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws and regulations.
YOUR USE OF THE Platform and/OR the SERVICES IS AT YOUR SOLE RISK. THE Platform and/OR the SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) Platform and/oR THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO Platform and/OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE Platform and/OR the SERVICES WILL MEET YOUR EXPECTATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, 7476, Inc DBA AmbassadHer SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, including fees not received as a result of malfunction of the platform, WHETHER DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. IN NO EVENT SHALL 7476, Inc DBA AmbassadHer’ TOTAL LIABILITY FOR ALL CLAIMS RELATED THE SERVICES OR THIS AGREEMENT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($50.00) OR ANY AMOUNTS PAID BY 7476, Inc DBA AmbassadHer TO YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN ACCESSING THE PLATFORM, OR USING THE SERVICES. YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY 7476, Inc DBA AmbassadHer AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE PLATFORM, OR THE SERVICES (II) YOUR USE OF THE PRODUCTS OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM THE USE OF THE PLATFORM OR SERVICES, (III) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT 7476, Inc DBA AmbassadHer IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE TERMS, (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE USERNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
This Agreement is effective upon your creation of an Account. This Agreement may be terminated: (a) by Creator, without cause, upon seven (7) days’ prior written notice to 7476, Inc DBA AmbassadHer; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 13 of this Agreement. In addition, 7476, Inc DBA AmbassadHer may terminate this Agreement, deactivate your Account, or your OPPORTUNITY (as applicable) in the event: (1) you no longer qualify to participate in an OPPORTUNITY; (2) you fall below 7476, Inc DBA AmbassadHer or a Brand’s rating; (3) 7476, Inc DBA AmbassadHer has the good faith belief that such action is necessary to protect the Brand, other Creators, or Popular Pay’s Platform and/or Services; or (4) at the request of the Brand.
In the event of a deactivation pursuant to (1)-(4) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to 7476, Inc DBA AmbassadHer’ or Brand’s (as applicable) reasonable satisfaction prior to 7476, Inc DBA AmbassadHer’ permanently terminating the Agreement.
For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to 7476, Inc DBA AmbassadHer’ satisfaction, this Agreement will not be permanently terminated.
Sections 2, 3, 4, 6, 7, 11, 15 to 20 to 25, and 27 to 31 shall survive any termination or expiration of this Agreement.
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Creator has no power or authority to bind 7476, Inc DBA AmbassadHer to any obligation, agreement, debt or liability. The Creator shall not hold itself out as an agent or representative of 7476, Inc DBA AmbassadHer.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
If you believe that any Campaign or Campaign Content violate your copyright, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) must be provided to our designated Copyright Agent. It is our policy to terminate the accounts of repeat infringers.
7476, Inc DBA AmbassadHer Copyright Agent to receive DMCA takedown notices is Jim Mulhearn 7476, Inc DBA AmbassadHer, Attn: DMCA Notice, 320 S. Gramercy Pl, Los Angeles, CA 90020. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
This Agreement is only for the benefit of you, the Creator. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void. Provided however, if you are a Company or a legal entity using our Platform and Services, then upon our prior written approval, your employees or consultants may participate in the OPPORTUNITIES.
You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), provided by you to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
During the Term and for five (5) years after that, you agree that you will not disparage 7476, Inc DBA AmbassadHer or any of Popular Pay’s officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect Popular Pay’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about 7476, Inc DBA AmbassadHer or any of its officers, directors or employees. You agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in 7476, Inc DBA AmbassadHer refusing to enter into this Agreement.
Neither you or us shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of either you or us including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by 7476, Inc DBA AmbassadHer’ suppliers and customers, including Clients, Agencies or technology suppliers, including defects in objects, materials or software of third parties.
This Agreement shall be governed by the law of the State of California, without respect to its conflicts of laws principles. We each agree to submit to the personal jurisdiction of a state or federal court located in Los Angeles, California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 30.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH 7476, Inc DBA AmbassadHer AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
29.1 Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and 7476, Inc DBA AmbassadHer agree (a) to waive your and 7476, Inc DBA AmbassadHer’ respective rights to have any and all Disputes arising from or related to this Agreement, use of our Services and Platform, resolved in a court, and (b) to waive your and 7476, Inc DBA AmbassadHer’ respective rights to a jury trial. Instead, you and 7476, Inc DBA AmbassadHer agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
29.2 No Class Arbitrations, Class Actions or Representative Actions. You and 7476, Inc DBA AmbassadHer agree that any Dispute arising out of or related to these Terms or the Sites, Content or Products is personal to you and 7476, Inc DBA AmbassadHer and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and 7476, Inc DBA AmbassadHer agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and 7476, Inc DBA AmbassadHer agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Federal Arbitration Act. You and 7476, Inc DBA AmbassadHer agree that these Terms affect interstate commerce and that the enforceability of this Section 30 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
29.3 Notice; Informal Dispute Resolution. You and 7476, Inc DBA AmbassadHer agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to 7476, Inc DBA AmbassadHer shall be sent by certified mail or courier to 7476, Inc DBA AmbassadHer, Inc., Attn: Legal, 320 S. Gramercy Pl, Los Angeles, CA 90020. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your 7476, Inc DBA AmbassadHer account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and 7476, Inc DBA AmbassadHer cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or 7476, Inc DBA AmbassadHer may, as appropriate and in accordance with this Section 30, commence an arbitration proceeding.
29.4 Process.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND 7476, Inc DBA AmbassadHer AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR 7476, Inc DBA AmbassadHer WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND 7476, Inc DBA AmbassadHer WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and 7476, Inc DBA AmbassadHer agree that (a) any arbitration will occur in Los Angeles, California (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
29.5 Authority of Arbitrator. As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of request for admissions, and one set of request for production of documents.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorney's’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
29.6 Rules of AAA. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
29.7 Severability. If any term, clause or provision of this Section 30 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 30 will remain valid and enforceable. Further, the waivers set forth in Section 30.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
29.8 Opt-Out Right. You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 30 by writing to: 7476, Inc DBA AmbassadHer, Inc., Re: OPT-OUT, 320 S Gramercy Pl, Los Angeles, CA 90020. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 29.
30 ENTIRE AGREEMENT.
This Agreement along with the Privacy Policy constitutes the entire agreement between you and us and supersedes any prior agreements between you and us with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to 7476, Inc DBA AmbassadHer shall be given by certified mail, postage prepaid and return receipt requested to 7476, Inc DBA AmbassadHer, Inc., 320 S. Gramercy Pl, Los Angeles, CA 90020. Any notices to you shall be provided to you through our Website or given to you via the email address or physical address you provide to 7476, Inc DBA AmbassadHer during the registration process.
For our European Creators.
PLEASE NOTE THAT BY USING THE WEBSITE, PLATFORM AND/OR THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR WEBSITE, PLATFORM, AND/OR SERVICES AND EXIT IMMEDIATELY.