Become a NautiLife Ambassador
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NAUTILIFE® AMBASSADOR AGREEMENT
Please review and agree to our “Ambassador Agreement” and “Policies and Procedures” below and you’ll be prompted to move through the next steps!
TERMS AND CONDITIONS
As a NautiLife Ambassador (referred herein as an “Independent Ambassador” or “Ambassador”) of GOODLIFE BRANDS LLC dba NautiLife (collectively referred to as “NautiLife” or the “Company”), I understand and agree that our relationship will be governed by the terms and conditions herein as follows:
Definition of this Agreement. As an Independent Ambassador, I understand that I must comply with the terms and conditions set forth in this Agreement, including the NautiLife Policies & Procedures (the “Policies & Procedures”) and the NautiLife Compensation Plan (we will have hotlinks to these), which are both incorporated into and made a part of this Agreement. As used herein, the term “Agreement” refers to these three documents collectively. I understand that I am solely responsible for the means and methods by which I promote and market and educate consumers regarding NautiLife products, subject to my compliance with the Agreement. I further understand that this Agreement requires integrity, honesty and responsibility in my behavior and actions with the Company and my fellow Ambassadors.
Independent Contractor Status. An Ambassador, including as defined in the Policies & Procedures), shall at all times be an independent contractor and not an employee, partner, legal representative, or franchisee of NautiLife. An Ambassador shall not be held out as an agent of NautiLife for any purpose other than described in this Agreement. No fiduciary relationship exists between the Parties. An Ambassador shall, at all times, have and maintain control of the manner and means of the Ambassador’s performance under this Agreement, subject to compliance with this Agreement. Ambassadors have no authority, either express or implied, to bind NautiLife to any obligation.
Ambassadors shall not be treated as employees of NautiLife for any purpose including, without limitation, federal, state or local tax purposes or retirement benefits. NautiLife will not withhold or make payments for state or federal income tax, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of an Ambassador. As a result, Ambassadors shall not receive or be entitled to receive any insurance or benefit plan sponsored by NautiLife and will not be covered by NautiLife’s workers’ compensation, unemployment insurance or retained coverage. Any contrary final determination by an arbitrator, court, or other tribunal shall require the amendment of this Agreement in any way necessary to establish an independent contractor relationship.
- Ambassadors shall report all such payments to the appropriate federal, state and local taxing authorities. Ambassadors are fully responsible for paying applicable local, state, federal and other taxes on any income earned from the marketing and promotion of NautiLife products and any payments or other monetary or non-monetary compensation under this Agreement. NautiLife will not withhold or make payments for state or federal income tax, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of an Ambassador.
- Ambassadors are solely responsible for paying all expenses incurred during the course of business, including any license requirements or fees associated with operating as an independent business or Independent Ambassador, and assume the business risk in connection with their independent NautiLife businesses. There is no guarantee that there is or will be a market for the Company’s products or that Ambassadors will earn money.
- I understand that I must complete and submit to the Company an IRS W-9 and shall update the W-9, as required by law, and as set forth in more detail in the Policies & Procedures.
- I acknowledge and agree that Company’s usual course of business is selling wine. I represent and warrant that I am not in the business of selling wine. I represent and warrant that I am in the business of marketing, promotions and education. I acknowledge and agree that Company’s usual course of business is not marketing, promotions and education.
- I acknowledge and agree that these acknowledgments, representations, and warranties in this section are material inducements to Company’s willingness to enter into this Agreement with me, upon which Company has relied when deciding whether to enter into the Ambassador Agreement with me.
- I agree to purchase wines sample from NautiLife at cost to use for marketing purposes only. I understand that NautiLife wine is the only purchase required to conduct business as a NautiLife Ambassador.
Sales Tax. I understand that a sale is not final until inputted into the NautiLife online order system (VinoShipper) and that the appropriate sales/use tax amount will be charged, collected and remitted to the appropriate agencies. When my orders are placed with the Company, sales tax is charged on the actual retail price, taking into account any discounts applied.
Services to be performed by Independent Ambassadors.
a) My NautiLife business will promote and sell NautiLife wine, by conducting Sales Events which could include, but are not limited to, tastings and social media promotion. I will promote, market and facilitate sales of NautiLife products only to end users.
b) I cannot carry inventory of wine for sale directly to customers, retailers or other Ambassadors. Due to the regulations of the sale of alcoholic beverages, all wine sales must be made between NautiLife and the end user directly through the Company website. I also agree to promote responsible consumption of wine and not serve wine to minors or facilitate the sale of wine to minors.
c) Self-Hosted Wine Tastings. I understand that I may only purchase wine for tastings for my personal guests and may not purchase wine on behalf of another individual.
d) Wine Tasting Approved Locations. I understand that I may only conduct wine tastings in private venues where there is a designated event host who has pre-purchased wines from NautiLife. Ambassadors may not pour wine at public events or where there is a fee to attend or a charge for alcohol.
e) Direct Shipping Licenses. I understand the Company is the licensed entity and that all orders must be processed and fulfilled through the Company or its approved licensees. I cannot deliver or sell wines directly to customers or do anything that would jeopardize the Company’s good standing and permits or licenses. .
Use of NautiLife Intellectual Property. I acknowledge that, upon NautiLife’s acceptance of the Agreement, NautiLife has granted me a limited, non-exclusive license to use its trademarks, service marks, trade names and copyrighted materials (“NautiLife Intellectual Property”), all of which is owned solely by NautiLife and/or its licensors, and that my use of NautiLife Intellectual Property is strictly limited by the terms of the Policies & Procedures. Examples of NautiLife Intellectual Property are provided in the Policies & Procedures. I may use NautiLife Intellectual Property only (a) after obtaining written permission from NautiLife prior to use, or (b) where the NautiLife Intellectual Property appears on materials distributed by NautiLife for use by Ambassadors. I agree to use written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by NautiLife. Any other promotional or advertising materials I use will be used in accordance with the Policies & Procedures. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termination of this Agreement.
Site Downtime. I acknowledge that the website for NautiLife may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond NautiLife’s or its vendor’s reasonable control, and that NautiLife shall have no liability to me by reason of any such shutdowns.
Ownership and Use of Confidential Information. I acknowledge that NautiLife owns all product, Ambassador and customer information and data that I may create or compile, including but not limited to Business Reports, Customer lists (including names, contact information, and other data), Operating and production procedures, product development information, financial data and marketing materials are confidential and proprietary and constitute trade secrets belonging to NautiLife (hereinafter “Confidential Information”) (collectively, “Confidential Information”), and that all Confidential Information is confidential and that its disclosure could cause significant harm to NautiLife . I will not use or disclose Confidential Information to any person except in strict accordance with this Agreement and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. I will not use Confidential Information to sell products or services other than NautiLife in connection with any other business during the term of and after termination of this Agreement. I understand that I will be deemed to breach my obligations to NautiLife with respect to Confidential Information or trade secrets if I work or perform services (including consulting or advisory services) for a competitor of NautiLife in any position in which I am required to or do use, disclose or otherwise employ any Confidential Information obtained during my relationship with NautiLife. I understand and agree that this provision does not prohibit me from working for a competitor of NautiLife during the term of this Agreement or after the termination of this Agreement, but requires me not to use, share or otherwise communicate Confidential Information (including trade secrets) to such a competitor or to perform services for such a competitor. I agree that a breach of this provision shall cause irreparable harm to NautiLife and that NautiLife will be entitled to injunctive relief in the event of a breach of this provision, in addition to any other legal or equitable remedies to which NautiLife may be entitled. I further agree that the terms of this Agreement shall be deemed Confidential Information and shall be subject to the provisions of this Section 14. Upon NautiLife’s reasonable written request, I agree to return to NautiLife all Confidential Information, including but not limited to all marketing collateral, marketing plans, documentation, notes, plans, drawings and copies thereof. All information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
Authorized Business and Product Claims. Any claims that I make about my NautiLife business shall be in compliance with the Policies & Procedures. I further agree to limit any claims I make about my NautiLife business, including, but not limited to earnings ability, to those claims authorized or approved in writing by NautiLife. I understand and acknowledge that this obligation extends to any statements I may make in response to customer inquiries about my NautiLife business or any NautiLife products.
Conflicting Obligations. I represent and warrant that I have no agreements, relationships, or commitments to any person or entity that conflict with the provisions of this Agreement, my obligations to NautiLife under this Agreement and/or my ability to perform services under this Agreement. I will not enter into any such conflicting agreement during the term of this Agreement.
Non-Solicitation. During the term of this Ambassador Agreement and for one year thereafter, an Ambassador may not, using Company’s trade secrets, directly or indirectly solicit any NautiLife Ambassador or any NautiLife employee for engagement as an employee, or as an independent Ambassador, contractor or distributor of any direct selling or network marketing company, nor will Ambassador solicit any NautiLife employee to become an Ambassador of NautiLife during this period. “Solicit” includes (i) communicating information or offering to provide information about any other direct selling or network marketing business opportunity to a NautiLife Ambassador or employee; (ii) posting or messaging information about another direct selling or network marketing business opportunity on any social media site utilized by the Ambassador to promote her or his NautiLife business; (iii) tagging any NautiLife Ambassador or employee with a post on any social media site that provides information or offers to provide information about another direct selling or network marketing business opportunity; and (iv) enrolling or attempting to enroll a NautiLife Ambassador or employee as an Ambassador, independent contractor or distributor in another direct selling or network marketing company. This conduct constitutes soliciting even if the Ambassador’s actions are in response to an inquiry made by another person who is an Ambassador or a NautiLife employee.
Release and Permission. I hereby grant NautiLife and its subsidiaries, affiliates, partners, designees, agents, successors or assigns an unrestricted, perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable and fully paid-up license to use, reuse, license, reproduce, modify, adapt, publish, edit, translate, display, perform, distribute, transmit, broadcast, communicate to the public and otherwise exhibit throughout the world, create derivative works from, and otherwise exploit and use my name, including nicknames and social media handles, likeness, image, photograph, biographical information, testimonial information, voice, persona, opinions, comments, and in any and all media and by any means of transmission, distribution or communication, whether now known or hereafter created, including by way of example and not limitation, any television, radio, the Internet and online forums, and in audio visual works, photographs, sound recordings, marketing and public relations materials, publications and the like (collectively, “Media Materials”) for advertising, publicizing, marketing and promotion of NautiLife, and I waive remuneration for such use. I further waive my right to inspect or approve all preliminary, draft or finished Media Materials.
Term and Termination of this Agreement.
- Term. This Agreement is effective from the date of acceptance by NautiLife and will automatically renew every twelve (12) months on the anniversary of the date I enter into this Agreement pursuant to the terms set forth in more detail in the Policies & Procedures, unless terminated earlier as provided in the Agreement.
- Involuntary Termination. NautiLife may immediately terminate this Agreement in the event of any prohibited actual or attempted assignment of the Agreement, or my misrepresentation relating to Company or my Independent Ambassador business, or my breach of any provision of this Agreement. If Company terminates this Agreement, the Company may reject any future reapplications by me as an Ambassador and pursue all applicable legal remedies.
- Voluntary Termination. A NautiLife Ambassador has the right to terminate this Agreement at any time, for any reason. Notice of termination must be submitted in writing to the Company at its principal place of business or via email to email@example.com. Notice must include the Ambassador’s name and address.
- Events upon Termination of this Agreement. Upon termination of this Agreement,
a) I will (i) immediately cease representing myself as an Independent Ambassador of Company; and (ii) be ineligible to receive any compensation as an Ambassador not earned as of the date of termination of this Agreement. I hereby authorize Company to withhold from any payments due me under the Compensation Plan any amounts due and owing to Company to the fullest extent allowed by applicable law.
b) I will immediately cease all use of NautiLife Intellectual Property and Confidential Information (as defined in this Agreement and the Policies and Procedures) and will cease holding classes, workshops, tastings, and presentation or otherwise displaying, offering for sale or promoting Company products. I agree and acknowledge that the Policies and Procedures further describe the events that shall occur upon termination of this Agreement.
Transferability. Neither this Agreement nor my NautiLife business may be transferred or assigned by me or operated in partnership with any other person without NautiLife’s prior written consent. Company may assign this Agreement at any time.
Entire Agreement: Amendment. This Agreement (including the Policies & Procedures and Compensation Plan) in its current form, and as may be amended by NautiLife in the future, supersedes all prior communications, understandings and agreements between the parties and constitutes the entire agreement between the parties relating to its subject matter. I have carefully read and agree to comply with this Agreement and the Policies & Procedures and Compensation Plan, each of which are incorporated into and made a part of this Agreement. I understand that I must be in good standing to be eligible for bonuses or commissions from NautiLife. I also understand that this Agreement may be amended by NautiLife in its sole discretion, and I agree to abide by all such amendments. Amendments shall become effective thirty (30) days after notice of the amendment is emailed. Amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my NautiLife business or my acceptance of bonuses or commissions after the effective date of amendments shall constitute my acceptance of any and all amendments.
Indemnification/Offset. I will indemnify and hold harmless Company, its subsidiaries, managers, officers, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to my: (a) activities as an Ambassador including, without limitation, any unauthorized representations made by me; (b) any negligent, reckless or intentionally wrongful act of myself or my assistants, employees, contractors or agents, including with respect to claims by third parties related to infringement of third party intellectual property rights; (c) a determination by an arbitrator, court, agency, or other tribunal that the I am not an independent contractor, (d) breach by me or by my assistants, employees, contractors or agents of any of the terms of this Agreement; or (e) violation of or failure to comply with any applicable federal, state or local laws or regulations. Company shall have the right to offset any amounts owed by me to Company (including, without limitation, the repayment of commissions as a result of charge backs and/or product returns) against the amount of any commissions or bonuses owed to me to the fullest extent permitted by applicable law.
Limitation of Damages. TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS AFFILIATES, OFFICERS MANAGERS, ASSOCIATES AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO THE COMPANY’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN MYSELF AND THE COMPANY, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE, EVEN IF NAUTILIFE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD NAUTILIFE PRODUCTS AND SERVICES OWNED OR HELD BY ME, COMMISSIONS, BONUSES AND OVERRIDES.
Cumulative Remedies/Waiver. All rights, powers and remedies given to either party are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of either party to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of such party’s right to demand exact compliance therewith. Waiver by NautiLife can be effective only in writing by an authorized officer of NautiLife.
Injunctive Relief. Either NautiLife or I may apply to a court of competent jurisdiction for temporary, preliminary or permanent injunctive relief on the ground that without such relief the agreement to arbitrate in this Agreement may be rendered ineffectual. For example, any breach of the confidentiality or non-solicitation provisions of this Agreement by me would cause NautiLife immediate and irreparable harm that could not be made whole solely by monetary damages; therefore, seeking injunctive relief in court before or simultaneous with demanding arbitration, is appropriate.
- I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.
- I will refer to the Company’s website and/or the Policies & Procedures to confirm the Company’s current states of operation, which may change at any time. I understand that I may not conduct business in any state that has not been confirmed by NautiLife as an authorized state for the sale of wine via the NautiLife program.
- If any provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect any other provision of this Agreement and the provision in question will be modified by the reviewing arbitrator, court, agency, or other tribunal so as to be rendered enforceable. The headings in this Agreement are inserted for convenience only and are not part of the Agreement.
- All written notices required by this Agreement to be given to me will be deemed effective three (3) business days after mailing to my most current mailing or immediately if sent to the email address on file with NautiLife.
Dispute Resolution. I agree that any controversy, claim or dispute of whatever nature arising between me, on the one hand, and NautiLife, on the other, including but not limited to those arising out of or relating to this Agreement, including the Policies & Procedures, or a breach thereof, or the commercial, economic or other relationship of an Ambassador and NautiLife, whether such claim is based on rights, privileges, or interests recognized by or based upon statute, contract, tort common law, or otherwise (“Dispute”), shall be settled through negotiation, mediation, or arbitration, as provided in this Section 28.
- If a Dispute arises, the parties shall first attempt in good faith to resolve it promptly by negotiation. Any of the parties involved in the Dispute may initiate negotiation by providing notice (the “Dispute Notice”) to each involved party setting forth the subject of the Dispute and the relief sought by the party providing the Dispute Notice, and designating a representative who has full authority to negotiate and settle the Dispute.
- At any time twenty-one (21) days or more after the Dispute Notice is provided, but prior to the initiation of arbitration, regardless of whether negotiations are continuing, any party may submit the Dispute to the American Arbitration Association (“AAA”) for mediation by providing notice of such request to all other concerned parties and providing such notice and a copy of all relevant Dispute Notices and notices responding thereto to AAA.
- Any Dispute not resolved in writing by negotiation or mediation shall be subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator in North Carolina, in accordance with the then-prevailing Commercial Arbitration Rules of AAA. No party may commence Arbitration with respect to any Dispute unless that party has pursued negotiation and, if requested, mediation, as provided herein, provided, however, that no party shall be obligated to continue to participate in negotiation or mediation if the parties have not resolved the Dispute within seventy (70) Days after the Dispute Notice was provided to any party (or a longer period as may be agreed by the parties).
- Class Action Waiver.Ambassador agrees that by entering into the above agreement to arbitrate, Ambassador is waiving Ambassador’s right to have any dispute or claim brought, heard or arbitrated as a class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, or any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. The Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class or collective action. The Parties agree that any claim that all or part of this class action waiver is unenforceable shall be determined by a state or federal court located in Dallas, Texas and not by an arbitrator. The Parties further agree that if a court determines that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
- Dispute Documents Confidential. All communications, whether oral, written or electronic, in any negotiation, mediation or arbitration pursuant to this Section shall be treated as confidential and those made in the course of negotiation or mediation, including any offer, promise or other statement, whether made by any of the parties, their agents, employees, experts, attorneys, or mediator or any AAA employee, shall also be treated as settlement negotiations for purposes of applicable rules of evidence and shall be inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in negotiation or mediation.
- Costs of Dispute. The costs of negotiation, mediation, arbitration, a proceeding for injunctive relief or an action to enforce an arbitration award, including fees and expenses of any mediator, arbitrator, AAA, or other persons independent of all parties acting with the consent of the parties to facilitate settlement, shall be shared in equally by Ambassador, on the one hand, and NautiLife on the other. The parties shall bear their own legal fees and other expenses incurred in negotiation, mediation, arbitration or any court proceeding. Nothing in this paragraph shall prevent a party from seeking recovery of its/their attorney’s fees and costs in any legal proceeding if such recovery is permitted by statute or applicable law.
- Venue and Jurisdiction. Any party may seek specific performance of this Section, and any party may seek to compel each other party to comply with this Section by petition to any court of competent jurisdiction. An action to enforce an arbitrator’s award hereunder may be brought before any court of competent jurisdiction. For purposes of any provisional or equitable relief sought under this Section, the parties’ consent to exclusive jurisdiction and venue in the courts of the State of Texas residing in the City of Dallas, or the United States District Court for the Northern District of Texas. The pendency of mediation or arbitration shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that mediation or arbitration is pending. Each party in any proceeding under this policy shall be responsible for its own attorney’s fees, legal expenses, and costs. If any portion of this Section is held to be unenforceable for any reason, the remainder shall remain in full force and effect. Nothing in this Section shall preclude any party from seeking interim or provisional relief concerning the Dispute, including a temporary restraining order, a preliminary injunction, or an order of attachment, either prior to or during negotiation, mediation or arbitration. In the event any portion of this provision regarding arbitration is found to be unenforceable, such portion shall be severable from the remainder of this provision, which shall remain in full force and effect. Any amendment to this provision, or to the Dispute Resolution provision in the Policies & Procedures, shall not apply to: (1) a dispute arising prior to the effective date of such amendment; or (2) an Ambassador who declines to participate in the NautiLife Program following the Effective Date of any such amendment. Nothing in this Agreement requires arbitration of claims that as a matter of law (after application of Federal Arbitration Act preemption principles) cannot be made subject to a predispute arbitration agreement.
- Governing Law.The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the North Carolina, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the NautiLife Business, relationship between the parties, or any other claim between the parties.
Entire Agreement. The Policies & Procedures are incorporated into this Agreement, along with the Compensation Plan, and constitutes the entire agreement of the parties regarding their business relationship.
California Consumer Privacy Act Addendum The California Consumer Privacy Act of 2018, Civil Code Sections 1798.100 et seq. together with any amendments, rules, regulations, and decisions (the “CCPA”) impose specific obligations on the Company as a Business and on the Ambassador as a Business with regard to the processing, handling, use, and protection of Personal Information of California Consumers. This CCPA Addendum sets forth the data privacy requirements imposed by the CCPA and is incorporated by reference into the Agreement.
For purposes of this CCPA Addendum, the following terms shall mean as follows:
- “Consumer” means a natural person who is a California resident as defined under the CCPA.
- “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household received by Ambassador in connection with the Services including, but not limited to, the examples of Personal Information identified in the CCPA.
- “Personal Information Breach” means any breach of security leading to the unauthorized access and exfiltration, theft, or disclosure of nonencrypted or nonredacted Personal Information resulting from the failure to implement and maintain reasonable security procedures and practices as set forth in the CCPA.
- “Reasonable Security Procedures and Practices”means security measures appropriate to the nature of the Personal Information that are implemented and maintained to prevent the unauthorized access and exfiltration, theft, or disclosure of nonencrypted or nonredacted Personal Information and which comply with the applicable Center for Internet Security (“CIS”) Controls.
- “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal Information by the Ambassador to a third party for monetary or other valuable consideration.
- “Service Provider,” means the Ambassador and the services (“Services”) provided by the Ambassador as specified in the Agreement.
Service Provider Relationship. The Company and Ambassador agree that Ambassador is a separate business entity and is acting as a Service Provider to Company under the Agreement and under the CCPA. The services provided by the Ambassador are specified in the Agreement. The Company may direct the Ambassador to collect Personal Information directly from a Consumer on the Company’s behalf and also may provide Personal Information to the Ambassador. In such event, Ambassador shall be deemed a Service Provider under this CCPA Addendum and the CCPA.
Obligations of Ambassador.
- Ambassador shall implement Reasonable Security Procedures and Practices regarding the Personal Information.
- Ambassador shall notify the Company immediately upon becoming aware of a Personal Information Breach involving the Personal Information.
- If Ambassador receives a request to know or a request to delete from a Consumer regarding the Personal Information and does not comply with such request, Ambassador shall explain the basis for the denial and inform the Consumer to submit the request directly to the Company and provide the Consumer with the contact information for the Company.
- Ambassador, as a Service Provider, agrees that it will not:
- Sell the Personal Information;
- Retain, use, or disclose the Personal Information for any purpose other than for the specific purpose of performing the Services as specified in the Agreement; and
- Retain, use, or disclose the Personal Information outside the direct business relationship between the Ambassador and the Company, including to provide services to another person or entity. However, Ambassador may combine the Personal Information with personal information received from other persons or entities to which it is a Service Provider to the extent necessary to detect data security incidents or protect against fraudulent or illegal activity.
- Ambassador hereby certifies that it understands the restrictions set forth in (c)(iv)(1)-(3) above.
Deletion. Upon Company’s written request, and subject to and in accordance with all applicable laws, Ambassador, as a Service Provider, agrees to promptly delete any and all Personal Information.
Termination. The Company shall have the right to terminate the Agreement and/or CCPA Addendum in the event that Ambassador is or becomes non-compliant with this CCPA Addendum or the CCPA regarding the Personal Information.
Indemnification. Notwithstanding any other limitation of liability or indemnity provisions to the contrary in the Agreement, if Ambassador breaches any of its obligations under this CCPA Addendum or the CCPA, Ambassador shall indemnify, defend, and hold the Company harmless from and against all loss, cost, harm, expense (including reasonable attorney’s fees), liabilities or damages (“Damages”) arising from the breach. For avoidance of doubt, Damages include (i) monetary fines and penalties issued by any regulatory or governmental authority, and (ii) amounts paid to third parties as damages or amounts paid under the Company’s indemnity obligations to third parties, which shall be considered direct damages.
I acknowledge that I have read, understand and agree to the terms set forth in this NautiLife Ambassador Agreement. I certify that all of the information provided by me in connection with becoming an Independent Ambassador and in this Agreement is true and accurate. I am 21 years of age or older, and I have a valid Social Security number or individual Taxpayer Identification number.
NAUTILIFE POLICIES AND PROCEDURES
SECTION 1: POLICIES AND PROCEDURES INCORPORATED INTO AMBASSADOR AGREEMENT
These Policies and Procedures in their current form and as amended from time to time in the sole discretion of the Company (the “Policies and Procedures”) are incorporated into and form a part of the Ambassador Agreement (hereinafter, “Ambassador Agreement”), which sets forth NautiLife’s and the Ambassador’s legal rights and obligations regarding the Ambassador Program.
The Ambassador Program is defined as:
Marketing and promoting NautiLife products as described herein;
Participating in the Compensation Plan (receiving Commissions and Bonuses, when and if eligible)
Receiving information and communications from NautiLIfe:
In the Policies and Procedures, when the term “Ambasador Agreement” is used, it refers to the enforceable agreement between the Company and each Ambassador (hereinafter, “Ambassador”), which includes (a) the Terms and Conditions of the NautiLife Ambassador Agreement; (b) these Policies and Procedures; (c) NautiLife Brand Guidelines; and (d) the NautiLife Compensation Plan (the “Compensation Plan”). These documents may be amended from time to time, and the Company will give Ambassadors thirty days’ notice via email or other written communication. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. Ambassadors’ continued participation in the NautiLife Ambassador Program, including marketing of the Company’s products and receiving commission payments, shall constitute acceptance of any changes or additions to the Policies and Procedures.
In the event of any conflict between the relevant Terms and Conditions of the NautiLife Ambassador Agreement, on the one hand, and these Policies and Procedures, on the other hand, these Policies and Procedures shall control. Each Ambassador is responsible for reading, understanding and following the most current version of these Policies and Procedures.
SECTION 2: JOINING AS AN AMBASSADOR
To become an Ambassador, you must:
1. Be 21 years of age or older;
2. Be a legal resident of the United States or the District of Columbia;
- Have a valid Social Security number;
3. Not be in jail or in another correctional institution;
4. Not have ever been convicted of a felony;
- Complete and submit an Ambassador Agreement that is accepted by the Company
5. Have a valid email address that complies with the Company’s brand guidelines and these Policies & Procedures
NautiLife reserves the right to accept or reject any Ambassador Agreement for any reason in its sole discretion.
SECTION 3: TERMS Term of Agreement and Renewal The term of the Ambassador Agreement is one year from the date of enrollment, unless terminated earlier as provided herein.
The Ambassador Agreement will thereafter automatically renew for successive one-year terms unless either party notifies the other that it does not wish to renew the Ambassador Agreement on the anniversary date.
An Ambassador shall not be held out as an agent of NautiLife for any purpose other than described in the Ambassador Agreement. No fiduciary relationship exists between the Parties. An Ambassador shall, at all times, have and maintain control of the manner and means of the Ambassador’s performance under the Ambassador Agreement, subject to compliance with the Agreement.
Ambassadors have no authority, either express or implied, to bind NautiLife to any obligation. Ambassadors shall not be treated as employees for any purpose including, without limitation, federal, state or local tax purposes or retirement benefits.
NautiLife will not withhold or make payments for state or federal income tax, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of a Ambassador. As a result, Ambassadors shall not receive or be entitled to receive any insurance or benefit plan and will not be covered by NautiLife’s workers’ compensation, unemployment insurance or retained coverage.
Once NautiLife has accepted and processed the Ambassador Agreement, the Applicant will become an Ambassador. The Ambassador will receive a password for the password-protected Brand Ambassador brand portal.
SECTION 4: AMBASSADOR BENEFITS When an Applicant becomes an Ambassador as set forth above, the Ambassador is able to:
- Marketing & promoting NautiLife products as described herein;
- Participate in the Compensation Plan (receiving Commissions and Bonuses, when and if eligible);
- Receive information and communications from NautiLife as it pertains to promotion of the brand, policy changes and legal updates.
SECTION 5: AMBASSADOR REQUIREMENTS AND RESTRICTIONS
- An ambassador should, but is not required to, purchase product samples when he or she submits a signed Ambassador Agreement.
- An Ambassador is advised to seek legal counsel in his or her state to ensure all additional requirements unique to the Ambassador’s state are followed. Ambassadors are not licensed or authorized to sell directly to Customers or to other Ambassadors. In addition, as a result of laws limiting volume of wine shipped, which vary state to state, all orders must be placed through the NautiLife website and wines must be shipped directly to the end-consumer from NautiLife. Local Pickup is an exception to this rule. All cash and carry activities or exchange of value for wine are prohibited.
- Because Ambassadors are not licensed or authorized to sell directly to Customers, they may not create their own offers outside of the NautiLife website. This includes offering a percentage discount, a free bottle of wine with a minimum purchase, free shipping or any other offer if it requires that the Ambassador and Customer exchange any funds.
- Charitable Contributions: Ambassadors are welcome to donate wine to a charitable organization, subject to their local tax laws. Ambassadors may not, however, donate a wine tasting, as tastings have no value and are not a compensatory event. As a result, they would violate most state alcohol and beverage laws. As with all activities as a business owner, Ambassadors are responsible for ensuring that any gifts or charitable contributions – including their marketing messages and promotions – comply with all applicable laws, regulations and codes governing advertising, promotions, competitions and prize-draws where they live.
SECTION 6: TASTING POLICIES
- Ambassadors may hold wine tastings in the following places: a. Private residence; b. Private office; c. In a private room at a public venue if invitations were sent to specific individuals and walkups are not allowed access to the private room; and d. In a yoga studio, boutique, or other similar establishment if the tasting is held after hours, invitations were sent to specific individuals, and walkups are not allowed access to the establishment during the tasting. Ambassadors may not pour in a public venue unless they’re in a private room, invitations were sent to specific individuals and walkups are not allowed. For purposes of this provision, an invitation is an announcement sent to a specific group of individuals by mail, e-mail or other electronic means. It expressly allows the use of sites such as Evite or Paperless Post where Ambassadors are creating a distribution list of specific email addresses for a limited group of people. Use of sites such as Eventbrite, Event Bee, Facebook or other social media where the event is being publicized at large to a social network or the public is expressly disallowed. Under these Policies & Procedures, events publicized using these channels do not comply with the above Tasting & Pouring Policy and will constitute a Brand Standards violation.
- Ambassadors may not charge a fee for admission to any venue where wine is being served, regardless of what the charge is for. Nor may they pour wine at an event where a fee for admission is being charged by someone else, regardless of what the charge is for. To further clarify, a ticketed event (whether for-profit or charitable) including “free” drinks is not really free. Likewise, if a tip jar sits next to the wine expecting “donations.”
- All tasting attendees must be of legal drinking age. If an Ambassador is unsure of a guest’s age, the Ambassador should check the attendee’s government issued ID.
- Attendees should never be allowed to drive if they do not appear to be able to do so safely.
- Open but unfinished bottles of wine should be left with the host or hostess to avoid violation of open carry or other similar laws and to positively impact the hosting experience.
SECTION 7:. TERRITORY. Ambassador shall claim or imply that she or he has ownership of, or exclusivity in, any particular geographic area, territory, market or region. There are no exclusive territories granted to any Ambassador, and all Ambassadors have the full right to market and promote in any market where wine can be sold and distributed NautiLife. Please note these markets change from time to time.
SECTION 8: MEDIA INQUIRIES: All opportunities and inquiries from the media shall be directed to the Company at firstname.lastname@example.org to ensure that accurate and consistent information regarding the NautiLife brand is being presented to the public.
SECTION 9: ADVERTISING POLICIES Ambassadors are permitted to create their own advertising materials, promotional materials, and sales aids, including social media assets, videos, and other print materials (collectively “Sales Tools”) to promote NautiLife only as provided in this Section.
- Any repackaging or relabeling violates federal and state law, which may result in criminal or civil penalties.
- Ambassadors are strictly prohibited from reselling wine to Customers or anyone else. All Customer purchases are directly fulfilled by NautiLife.
- Ambassadors must protect and promote the good reputation of NautiLife. The marketing and promotion will be consistent with the public interest, and must avoid all discourteous, deceptive, misleading, unethical or immoral conduct and practices.
- Online social media sites (Facebook, LinkedIn, Twitter, Instagram, etc). may be used to drive traffic to the NautLife website for use of the Amabassador’s code. When an Ambassador participates in those communities, Ambassadors must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is in NautiLife’s sole discretion, and offending Ambassadors will be subject to disciplinary action. If a link is provided, it must link to the posting NautiLife’s website.
- Ambassadors may not use blog spam, spamdexing or any other mass-replicated methods to leave blog comments. Comments Ambassadors create or leave must be useful, unique, relevant, and specific to the blog’s article. Ambassadors who use social media sites must also comply with the rules associated with such websites or networks. For example, some sites prohibit users from advertising products or promoting financial opportunities. Federal and state agencies have established guidelines and rules for what may and may not be communicated and even an Ambassador’s personal experience may not conform to these regulatory guidelines. Ambassadors who provide testimonials on social networking sites and otherwise on the internet are responsible for ensuring that their testimonials comply with all applicable laws and regulations.
- Ambassadors are personally responsible for their postings and all other online activity that relates to the Company. Even if an Ambassador does not own or operate a blog or social media site, if an Ambassador posts to any such site that relates to NautiLife or which can be traced to the Company, the Ambassador is responsible for the posting. Ambassadors are also responsible for postings which occur on any blog or social media site that the Ambassador owns, operates or controls.
- In all social media posts Ambassadors must conspicuously identify themselves as independent Ambassadors. Anonymous postings or use of an alias is prohibited.
- Ambassadors must ensure that their postings are truthful and accurate. Postings that are false, misleading or deceptive are prohibited. This includes, but is not limited to, false or deceptive postings relating to the products, the company, and/or Ambassador biographical information and/or credentials.
- Ambassadors must respect the privacy of others and be thoughtful and courteous in their postings.
- Ambassadors must conduct themselves with professionalism on social media sites. Ambassadors should also carefully check their postings for spelling, punctuation, and grammatical errors. Social media sites are not proper forums to publish grievances or take retaliatory action. Report negative posts to the Company at email@example.com
- Prohibited Postings: Ambassadors cannot use social media outlets to comment on other brand products that are competitive to NautiLife. Ambassadors shall not make any posting, or link to any posting or other material, that: a. Is sexually explicit, obscene or pornographic; b. Is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); c. Is solicitous of any unlawful behavior; d. Engages in personal attacks on any individual, group, or entity; e. Is in violation of any intellectual property rights of the Company or any third party; or f. Is not consistent with the standards set forth in these Policies and Procedures.
- Termination of the Ambassador Agreement: If an Ambassador Agreement is terminated for any reason, the Ambassador must discontinue using the NautiLife name, all of the Company Trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and on all social media sites that she or he utilizes.
- Communications: An Ambassador may not use or transmit unsolicited mass e-mail distribution, unsolicited e-mail or engage in “spamming” in connection with the advertising, promotion or sale of NautiLife. The term “unsolicited e-mail” means the transmission via electronic mail of any material or information to any person on an unsolicited basis. Any email sent by or for an Ambassador advertising or promoting the Company’s products must comply with requirements applicable to commercial e-mailers found in the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the related Federal Trade Commission (“FTC”) regulations, and any other applicable laws and regulations.
SECTION 10: COMPENSATION PLAN An Ambassador must be active and in compliance with these Policies and Procedures to qualify for bonuses and commissions. So long as an Ambassador complies with the Terms of the Ambassador Agreement, the Company shall pay commissions to such Ambassador in accordance with the Compensation Plan.
NautiLife will not issue a payment to an Ambassador without the receipt of all required paperwork. The Company reserves the right to postpone bonus and commission payments until such time the cumulative amount exceeds $10.
Computation of Commissions and Discrepancies 1. NautiLife will review monthly sales data and report commission calculations to Ambassadors. Any discrepancies must be made within thirty (30) days of receipt. After the thirty-day “grace period,” no additional requests will be considered for commission recalculations, except in the discretion of the Company.
xAMBASSADORS WAIVE ANY AND ALL CLAIMS AGAINST THE COMPANY THE PAYMENT PROCESSOR AND THEIR OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS IN THE EVENT THAT THE COMPANY AND/OR ITS PAYMENT PROCESSOR MAKE AN ERROR THAT RESULTS IN AN UNDERPAYMENT OR OVERPAYMENT TO AN AMBASSADOR, AND EACH AMBASSADOR AUTHORIZES THE COMPANY, THROUGH THE PAYMENT PROCESSOR, TO DEBIT OR CREDIT HER OR HIS ACCOUNT AS NECESSARY TO CORRECT ERRORS.
The following payment processor fees will be deducted from commissions: Personal Check Fee: $3.00, Debit Card Transaction Fee: $1.50, ACH Returned Charge (Incorrect bank account or routing number): $10.00