This Ambassador Program Operating Agreement (the "Agreement") is made and entered into by and between Food Matters Institute ("Us" or "We"), and you, ("You" or "Ambassador") the party submitting an application to become a Food Matters Institute Ambassador). The terms and conditions contained in this Agreement apply to your participation with our Ambassador Program.
You must submit an Ambassador Program application from our website. You must accurately complete the application to become an Ambassador (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After We review your application, We will notify You of your acceptance or rejection to the Ambassador Program, generally within five (5) business days. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of You as an Ambassador and your continued compliance with the Terms and Conditions of this Agreement, Food Matters Institute agrees as follows:
Ambassador also agrees to:
The following additional program-specific terms shall apply to any promotional programs set forth below:
| Defined Term | Definition |
|---|---|
| Email Campaigns |
For all email campaigns, Food Matters Institute will provide an opt-out method in all Links, however, if any opt-out requests come directly to Ambassador, Ambassador shall immediately forward them to Food Matters Institute at enquiries@foodmattersinstitute.com. Ambassador's emails containing the Links may not include any content other than the Links, except as required by applicable law. |
| Advertising Campaigns |
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Food Matters Institute in writing. Any pop-ups/unders used for the Ambassador Program shall be clearly identified as Ambassador served in the title bar of the window and any client-side ad serving software used by Ambassador shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods. |
| Ambassador Network Campaigns |
For all Ambassador's that maintain their own ambassador networks, Ambassador agrees to place the Links in its ambassador network (the "Network") for access and use by those affiliates in Ambassador's Network (each a "Third Party Ambassador"). Ambassador agrees that it will expressly forbid any Third Party Ambassador to modify the Links in any way. Ambassador agrees to maintain its Network according to the highest industry standards. Ambassador shall not permit any party to be a Third Party Ambassador whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliates. Affiliates must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Ambassador shall promptly terminate any Third Party Ambassador who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Ambassador with respect to the Links, Ambassador shall promptly disclose to Food Matters Institute the identity and contact information for such Third Party Ambassador. Ambassador shall promptly remove any Third Party Ambassador from the Ambassador Program and terminate their access to future Offers of Food Matters Institute in the Network upon written notice from Food Matters Institute. Unless Food Matters Institute has been provided with all truthful and complete contact information for a Third Party Ambassador and such Third Party Ambassador has affirmatively accepted this Agreement as recorded by Food Matters Institute, Ambassador shall remain liable for all acts or omissions of any Third Party Ambassador. |
Except as otherwise provided in this Agreement or with the consent of Food Matters Institute, You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by You for any purpose other than your participation in the Ambassador Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliates shall not use any information obtained from the Ambassador Program to develop, enhance or operate a service that competes with the Ambassador Program, or assist another party to do the same.
We grant you a nonexclusive, non transferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Ambassador Program and assisting in increasing sales through the Program Website.
You may not alter, modify, manipulate or create derivative works of the Links or any Food Matters Institute graphics, creative copy or other materials owned by, or licensed to, Food Matters Institute in any way. You are only entitled to use the Links to the extent that You are a member in good standing of the Ambassador Program. We may revoke your license anytime by giving You written notice or without warning if deemed necessary. Except as expressly stated herein, nothing in this Agreement is intended to grant You any rights to any of Food Matters Institute's trademarks, service marks, copyrights, patents or trade secrets. You agree that Food Matters Institute may use any suggestion, comment or recommendation You choose to provide to Food Matters Institute without compensation. All rights not expressly granted in this Agreement are reserved by the Food Matters Institute.
This Agreement shall commence on the date of our approval of your Ambassador Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Ambassador Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which We deem appropriate with or without prior notice to You by disabling the Links or providing You with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason,You will immediately cease all use of and delete all Links, plus all Food Matters Institute or Client intellectual property, and will cease representing yourself as a Food Matters Institute or Ambassador for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination. Failure to comply with the terms and conditions stated in this contract or any by alleged breach by Ambassador will lead to Food Matters Institute having the option to terminate this agreement effective immediately.
In addition to any other rights and remedies available to Us under this Agreement Food Matters Institute reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Food Matters Institute determines that You have violated this Agreement, (ii) Food Matters Institute receives any complaints about your participation in the Ambassador Program which Food Matters Institute reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Ambassador Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Food Matters Institute reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Ambassador Program must include the appropriate party's opt-out link. From time to time, We may request - prior to your sending emails containing linking or referencing the Ambassador Program that You submit the final version of your email to Food Matters Institute for approval by sending it to your Food Matters Institute representative and upon receiving written approval from Food Matters Institute of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Food Matters Institute's approval of your email for compliance with the Act, or assert any claim that You are in compliance with the Act based upon Food Matters Institute's approval.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Ambassador Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Food Matters Institute shall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against You in accordance with its terms and that You have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Food Matters Institute represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Food Matters Institute's own business operations or Food Matters Institute's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, We may modify any of the terms and conditions of this Agreement at any time by providing You with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, You may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Ambassador Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Food Matters Institute may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Ambassador agrees to promptly implement any request from Food Matters Institute to remove, alter or modify any Link, graphic or banner ad that is being used by Ambassador as part of the Ambassador Program.
You acknowledge that You have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Ambassador Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Ambassador Program.
Ambassador hereby agrees to indemnify, defend and hold harmless Food Matters Institute and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Ambassador herein, (ii) any misuse by Ambassador, or by a party under the reasonable control of Ambassador or obtaining access through Ambassador, of the Links, Offers or Food Matters Institute or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
Food Matters Institute hereby agrees to indemnify, defend and hold harmless Ambassador and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Food Matters Institute is not authorized to provide You with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, FOOD MATTERS INSTITUTE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. FOOD MATTERS INSTITUTE DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. FOOD MATTERS INSTITUTE EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. FOOD MATTERS INSTITUTE DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL FOOD MATTERS INSTITUTE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF FOOD MATTERS INSTITUTE. IN NO EVENT WILL FOOD MATTERS INSTITUTE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT FOOD MATTERS INSTITUTE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FOOD MATTERS INSTITUTE'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY FOOD MATTERS INSTITUTE IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Affiliates shall be responsible for the payment of all attorneys fees and expenses incurred by Food Matters Institute to enforce the terms of this Agreement. This Agreement contains the entire agreement between Food Matters Institute and Ambassador with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Ambassador agrees that Food Matters Institute shall not be subject to or bound by any Ambassador insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Food Matters Institute "clicks through" or otherwise indicates its acceptance thereof. Affiliates may not assign all or any part of this Agreement without Food Matters Institute's prior written consent. Food Matters Institute may assign this Agreement at any time with notice to Ambassador. This Agreement will be binding on and will insure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of the above and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application to the Ambassador Program, You affirm and acknowledge that You have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If You do not wish to be bound by this Agreement, You should not submit an application to the Ambassador Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on 29th August 2022.