Ambassador Program Terms & Conditions

This Agreement describes and provides the terms and conditions (the "Terms") that govern and apply to your participation in Byepound LLC's (the "Company," "Byepound," "we," "us," or "our") Ambassador Program (the "Program"). You may only participate in the Program if you are eighteen (18) years of age, or older. You agree that your participation in the Program shall constitute express consent to these Terms.

Failure to comply with these Terms will result in immediate termination of your ambassador account and all related privileges, as well as forfeiture of all unpaid commissions that have been earned through your participation in the Program.

Byepound further reserves its right to pursue any and all claims, legal and equitable, that may result from any violation of these Terms. Byepound expressly reserves the right to modify these Terms at any time, with or without notice to you. Your continued participation in the Program following any such change shall constitute and evidence your agreement to any such modification to these Terms.

To contact us about any of the matters addressed in these Terms, including to ask questions or to provide comments, you may email us at ambassador@byepound.com.

A. Overview

Byepound reserves sole and exclusive discretion over the approval, acceptance, and/or rejection of any and all applications to join or otherwise participate in the Program. You may only participate in the Program if you are eighteen (18) years of age, or older, and by applying for and/or participating in the Program, you expressly represent that you are eighteen (18) years of age, or older.

You are only permitted to apply for and use one ambassador link. Application for more than a single ambassador link, per person, is grounds for immediate termination and constitutes sufficient grounds for forfeiture of all unpaid commissions that have been earned through your participation in the Program.

If you wish for Byepound to deactivate an ambassador link that you have previously applied for and that has been approved, for any reason (including, but not limited to, your desire to apply for a new ambassador link), you may send a request to ambassador@byepound.com.

B. Your Ambassador Link and Commission

Upon acceptance of your application to participate in the Program, Byepound will provide you with a unique ambassador link that you can use — in compliance with these Terms — to earn a commission on the Gross Revenue received by Byepound for purchases of Byepound merchandise through byepound.com made using your ambassador link (or that are otherwise directly attributable to your ambassador link) (the "Commission"). The Commission rate is ten percent (10%) of the Gross Revenue (as defined below) on all qualifying purchases made through your ambassador link. Byepound reserves the right to offer a different Commission rate to individual ambassadors, which, where applicable, will be communicated to you upon acceptance into the Program.

"Gross Revenue," as used and referred to in this section, refers to the amount actually paid by a customer for the purchase of Byepound merchandise, and does not include any charges for shipping, sales tax, or any other similar charges levied on the customer at the time of purchase.

Byepound shall pay the Commission to you in accordance with its then-applicable payment policies and practices. Byepound expressly reserves the right to modify its payment policies and practices at any time, in its sole discretion. Notwithstanding the foregoing, Byepound will make reasonable efforts to publicize any payment policies that are in effect.

C. Permitted Uses of Your Ambassador Link

Byepound provides regular guidance and updates regarding permitted usage of the ambassador link, and your participation in the Program, via online platforms to which you have been invited by a Company representative (e.g., Notion, Discord, or a private roster group).

You are required to join such platforms upon receipt of notice that such platforms are in use by the Program. You are further obligated to monitor such guidance and updates, and shall be presumed to be, and held responsible to be, familiar with such materials — whether or not you actually access such materials, or participate in Program activities publicized and conducted on such platforms.

Byepound expressly reserves the right to modify its policies and practices regarding permitted usage of ambassador links at any time, in its sole discretion, with or without advance or written notice.

D. Prohibited Uses of Your Ambassador Link

Byepound also provides regular guidance and updates regarding prohibited uses of your ambassador link via the online platforms referenced above. Current guidance for prohibited use of your ambassador link includes, but is not limited to:

DO NOT reuse Byepound's (or another Byepound creator's) original content for your own purposes.
DO NOT share your ambassador link on public websites (e.g., Reddit, coupon code sites, deal sites, etc.).
DO NOT bid on our brand terms via any online advertising platform (e.g., Google Ads).
DO NOT promote your ambassador link on Byepound's corporate social profiles, or on other Byepound creators' profiles or posts.
DO NOT disparage Byepound's products, advertising content or practices, company, employees, or business practices or processes (see Section J below).
DO NOT use inappropriate language or reference controversial topics when promoting Byepound.
DO NOT message Byepound employees or other representatives on their personal social media accounts.
DO NOT ask Byepound representatives for dates of new drops or restocks, as they may not have access to that information.

E. Representations and Warranties

You represent and warrant as follows:

You are eighteen (18) years of age, or older;
You have the legal right and authority to enter into this Agreement and to perform your obligations hereunder;
You will not violate any applicable laws or regulations, or cause a breach of any agreements with any third parties, in connection with your participation in the Program;
You will not violate, infringe, or misappropriate the intellectual property, proprietary, privacy, or publicity rights or other rights of any third party in connection with your participation in the Program; and
You will not be abusive, harassing, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, or otherwise objectionable, false, or misleading in connection with your participation in the Program.

F. Term

Byepound reserves sole and exclusive discretion over your participation in the Program. Byepound may terminate and/or modify these Terms — or terminate and/or modify your participation in the Program — at any time or for any reason, with or without advance or written notice. You have no entitlement to advance or written notice of termination or modification of your participation in the Program.

Upon termination or deactivation of the ambassador link, Byepound shall submit to you a final report setting forth all commissions that you have earned as of the date of termination, and shall pay such earned commissions to you in accordance with its then-applicable payment policies and practices. Commissions that have been forfeited due to your violation of these Terms will not be paid, and your participation in the Program shall constitute consent to the effectuation of such forfeiture.

The terms of this Agreement that, by their meaning and effect, are intended to survive the termination of this Agreement shall so survive — including, but not limited to, Sections E, F, G, H, I, J, and K.

G. Protection of Confidential and Proprietary Information

You recognize that the Company is engaged in a continuous program of product development and marketing strategization regarding its business activities. At all times during your participation in the Program, and perpetually thereafter, you will hold in confidence and will not disclose, use, publish, or make copies of any of the Company's Proprietary Information, except to the extent such disclosure, use, or publication is (i) expressly authorized in writing or by email by an officer of the Company, or (ii) expressly required by law.

The term "Proprietary Information" shall mean private, confidential, trade secret, or other proprietary information (whether or not embodied or contained in some tangible form) relating to any actual or anticipated business of the Company or its ambassadors, or any product development or marketing undertaken by the Company or its ambassadors. "Proprietary Information" shall not include any information that is (i) generally known to the industry or the public; (ii) legitimately made available to you by a third party without breach of any confidentiality obligation; or (iii) part of your general skill and knowledge.

H. Indemnification

You shall indemnify, defend, and hold harmless the Company, and its parent companies, subsidiaries, ambassadors, shareholders, members, managers, officers, directors, employees, agents, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney's fees and legal costs) of any kind or nature, arising from or relating to any actual or alleged breach of any of your representations, warranties, or covenants in these Terms, or your negligence or misconduct in participating in the Program.

I. No Publicity

Other than as set forth herein, you may not issue a press, news, or other release, or otherwise publicize that you are associated with or performing services for the Company, without the Company's prior written permission.

J. Non-Disparagement

You agree that you shall not orally or in writing criticize, disparage, make any negative statements about, or otherwise undermine the reputation of Byepound, or comment in any negative way upon the business operations, products, services, employees, practices, procedures, or policies of Byepound.

K. Miscellaneous

Independent Contractors

The parties are independent contractors, and nothing in this Agreement shall be deemed or construed to create a partnership, joint venture, employment, or agency relationship between the parties. You acknowledge and agree that you receive no company-sponsored benefits (e.g., paid vacation, sick leave, and/or medical insurance) from the Company, either as a contractor or employee, except as required by law. Any taxes imposed on you due to activities performed hereunder will be your sole responsibility.

Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, except that Byepound may assign its interest in these Terms without your consent to an affiliate or to a third party acquiring (by sale, merger, reorganization, or otherwise) substantially all of Byepound's assets or business.

Amendments

Byepound expressly reserves the right to modify these Terms at any time, with or without notice to you. Your continued participation in the Program following any such change shall constitute and evidence your agreement to any such modification to these Terms.

Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of law provisions. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved through binding arbitration administered in the State of Florida under the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Acknowledgement

By participating in the Program, you acknowledge that:

You have carefully read and fully understand all provisions of these Terms;
You knowingly and voluntarily agree to all of the conditions, expectations, and obligations set forth in these Terms and agree to be legally bound by all of them;
You have been advised to consider these Terms and to consult with an attorney in relation thereto; and
To the extent necessary or desired, you have consulted with counsel of your choice concerning these Terms, or have freely chosen not to do so.

Contact

Questions about the Ambassador Program Terms should be sent to us at ambassador@byepound.com.