FAHLO BRAND AMBASSADOR PROGRAM AGREEMENT

Last Updated: 01/23/2024

IMPORTANT: THIS BRAND AMBASSADOR PROGRAM AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND WAIVER OF THE RIGHT TO JURY TRIALS AND CLASS ACTIONS.

PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

BY SUBMITTING AN APPLICATION TO THE BRAND AMBASSADOR PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND EACH AND EVERY TERM AND CONDITION.

This BRAND AMBASSADOR Program Agreement (the “Agreement”) is a legally binding contract between you (“Brand Ambassador”, “you”, or similar terms) and Wildlife Collections, LLC (“Wildlife Collections”, "Fahlo", “us”, “we”, or similar terms) and applies to your participation in the Fahlo Brand Ambassador Program (the “Program”).  Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change. By registering for the Program, you agree to this Agreement.   

Fahlo is a registered DBA of Wildlife Collections, LLC. Any guest visiting the site agrees to the terms and conditions set forth below and understands that Fahlo is not a registered business. All inquiries should be made to Wildlife Collections, LLC.

1. Terms of Engagement

a)     The Program permits you to monetize your social media user-generated content by placing on your social media profiles (“Your Profiles”) a personalized Brand Ambassador coupon code (“Your Code").  When our customers purchase eligible goods from www.wildlifecollections.com or www.myfahlo.com (the “Fahlo Site”) using Your Code you be eligible to receive a commission for “Qualifying Purchases”, as further described (and subject to the limitations in) Section 3 below.

b)    We periodically modify the terms of this Agreement. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs.  If you don’t agree to the modification or replacement, you can choose to terminate your participation in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.

c)     By signing up for this Program you understand that your engagement with Wildlife Collections, LLC is as an independent contractor. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Fahlo or our respective affiliates. Nothing in this agreement grants a Brand Ambassador authority to make or accept any offers or representations on Fahlo’s or our affiliates’ behalf.

d)    Your participation in the program grants Fahlo or our partners permission to use your name, biographical information, image, likeness and statements about the Brand Ambassador Program, as well as content (images, photos, videos, written reviews, etc.) for advertising, trade, promotional and other purposes in any and all media now or hereafter devised, worldwide, in perpetuity, without additional compensation, notification or permission, unless prohibited by law.

e)     You are responsible for ensuring that the information in your Program application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. Failure to provide complete or accurate information may result in missed notices and may result in your removal from the Program. You can update your information by emailing us at: [email protected]

f)     Participation in the Program does not grant the Brand Ambassador any rights to sell Fahlo items at events of any kind (ex. farmer's markets, etc.) unless you have received express written permission from Fahlo.

g)    By engaging with this Program you understand and acknowledge that any breach of any of the terms of this Agreement, or any other agreement between you and Fahlo, or agreements connectioned with the Program (e.g. the PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy) then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold any and all Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Fahlo to recover damages in excess of this amount.

2. Eligibility

a)     You must be at least 18 years of age or older to participate in the Program. Falsification or misrepresentation of your age will result in immediate removal from the Program and forfeiture of any rewards or compensation to you. 

b)    If you are under 18 years of age, you may still participate in the program with a parent or guardian’s permission. Your parent must provide their PayPal account in order to receive Commission. Parents, by allowing your child to participate in this program you are affirming to Fahlo that you consent to the Terms of this Program and agree that you and your child are bound by them. Any attempt to circumvent this clause will result in the immediate removal of the child from the Program and total loss of compensation.

c)      In order to participate Brand Ambassadors must have an Instagram account and a PayPal account.

d)    You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your Profiles: “As a Fahlo Brand Ambassador, I earn from qualifying purchases.”

e)     You must comply with this Agreement to participate in the Program and to receive Commissions.

f)     You must promptly provide us with any information that we request to verify your compliance with this Agreement.

3.  Use of Coupons

a)    Brand Ambassador may only use promotion Codes that are communicated specifically to Brand Ambassador by Fahlo via the Platform. If Brand Ambassador uses promotion Codes from other sources (e.g., Fahlo emails or other communications), Fahlo reserves the right to recover from Brand Ambassador the commissions resulting from the use of those non-approved Codes. Brand Ambassador must display promotion Codes in their entirety with the full offer, offer exclusions or disclaimer text, and Code clearly visible to the End User.

4. Prohibited Activities

a)     The unique Code assigned to each Brand Ambassador may only be used on that Brand Ambassador’s personal social media page. No Code may be shared, altered, duplicated, or otherwise posted on any social channel other than a personal page. This does not include any business page owned or managed by the Brand Ambassador, family, friends, employees, agents, or any other pages outside of the individual page for the Brand Ambassador. 

b)    You shall not comment with Your Code on any Fahlo social media posts or channels (i.e. Instagram, Twitter, Facebook, TikTok etc.) or any posts from Fahlo wholesale accounts or stores who carry our products..

c)     You shall not take any action which may negatively impact another Brand Ambassador including but not limited to sabotage of the Brand Ambassador’s post, attacks on the Brand Ambassador’s reputation, acts of violence, or in any way engage in bullying or cyberbullying of any Brand Ambassador.

d)    You shall not make any comment, engage with, or otherwise negatively engage with a Fahlo customer while operating as a Brand Ambassador.

e)     You shall not enter into any retail stores that sell Fahlo goods and share Your Code with customers.

f)     No Brand Ambassador, site-wide, or general Fahlo promotion Codes may be placed on any discount or coupon sites. You will NOT receive commission from these sales and shall be disbarred from the program.

g)    You may not host any “Refer a Friend” or in any way suggest on your social platform that by purchasing with your Code the Fahlo customer will receive any special promotions or discounts. You may not provide any discounts on Fahlo products.

h) You may not purchase advertisements utilizing the Fahlo or Wildlife Collection trademark terms or any variations, including TM+ terms (ie- myfahlo coupons). 

5.  Commissions on Qualifying Purchases

a)     Fahlo agrees to pay you a commission with a base amount of no less than 10% of the price paid by the customer and actually received by Fahlo, before taxes and shipping, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses Your Code to purchasing eligible goods from the Fahlo Site; (ii) the customer’s payment is successfully processed.

b)    From time to time, we may incentivize our Brand Ambassadors by offering increased commission rates for particular periods of time. Fahlo cannot guarantee Commissions Incentives. 

c)     Notwithstanding the foregoing, Qualifying Purchases are disqualified and no Commission shall be due whenever (a) they occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program; (b) any purchases that occur after termination of your Agreement; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer who is referred to the Fahlo Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Wildlife Collections”, or “Fahlo Bracelets”, or any other Wildlife Collections, LLC trademark (or variations or misspellings of any of those words, (e) any purchase by a customer who is referred to the Fahlo Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) any purchase by a customer who is referred to the Fahlo Site by a link that sends users indirectly to the Fahlo Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site; (f) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the Fahlo Site; or (g) any purchase that is not correctly tracked or reported because the Your Code is not properly formatted or inserted in the Fahlo Site’s checkout process.

d)    We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing your Commissions. We may hold accrued Commissions for a reasonable period of time following any termination of this Agreement to ensure that the correct amount is paid.

e)     We will pay Commissions in United States Dollars via PayPal approximately 30 days following the end of each calendar month in which they were earned. You may be permitted to elect to receive payment in a currency other than United States Dollars. If you choose to do so, you agree that the conversion rate will be determined in accordance with PayPal’s operating standards.  You are solely responsible for any PayPal fees, and any and all taxes.  We are not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.

f)     Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.

g)    If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement or any other agreement between you and us.

6.  Taxes

We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. However, you are solely responsible for the payment of any and all income taxes or other taxes levied upon you by your state, federal. Or local government from Commissions received. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

7. Fahlo Customers

You acknowledge and agree that Fahlo’s customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Fahlo, you will state that those customers must follow contact directions on the Fahlo Site to address customer service issues.

8. Warranties

You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program, including without limitation, your creation, maintenance, or operation of Your Profile(s) will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts, (d) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Program if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Fahlo Site; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Program is accurate and complete at all times.

We do not make any representation, warranty, or covenant regarding the amount of traffic or Commissions you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

9. Identifying Yourself As A Fahlo Brand Ambassador

Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without Fahlo’s express prior written consent. You will not misrepresent or embellish your relationship with us (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

10. Term and Termination

a)     The term of this Agreement will begin upon your submission of the application to join the Program. Either Party to this Agreement may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination.You can provide termination notice by emailing us at: [email protected]

b)    In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the Program has been used for deceptive, fraudulent or illegal activity; (e) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (f) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (g) we have terminated the Program as we generally make it available to participants.

c)     Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 2, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive the termination of this Agreement. No termination of this Agreement will absolve you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.

11. Disclaimers

THE PROGRAM, THE FAHLO SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE FAHLO SITE, ANY COUPON CODES, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR PROFILES OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Limitations on Liability

Fahlo’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement.

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR PROFILES (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

14. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

YOU AND WE AGREE TO ATTEMPT TO INFORMALLY RESOLVE DISPUTES: In the event that there is any dispute relating to this Agreement and the Program, you and we both agree that the party alleging the dispute shall send to the other party a written notice describing the dispute (“Notice of Dispute”).  You and we both agree that prior to initiating any claim for arbitration or other legal proceeding, which the Parties shall attempt to informally resolve such dispute for a period of thirty (30) days following the receipt by the non-claiming party of the Notice of Dispute.

All Notices of Dispute to Fahlo shall be in writing and sent by personal delivery registered or certified mail (return receipt requested) or overnight air express (or courier shipment outside of the U.S.) if such services actually provide proof of mailing, to:

Fahlo - Legal

8480 Honeycutt Road, Ste 200 #V295

Raleigh, NC 27615

THE PARTIES AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and Fahlo agree to resolve any claims relating to this Agreement through final and binding, arbitration.

AUTHORITY OF ARBITRATOR: Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Raleigh, North Carolina before one arbitrator. The arbitration shall follow the applicable rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the Arbitration Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding.

NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

WAIVER OF JURY TRIAL: THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Fahlo in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.

CHOICE OF LAW/FORUM SELECTION: In any circumstances where this Section 12 (Agreement to Arbitrate Disputes and Choice of Law) permits the parties to litigate in court, this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in North Carolina.

STATUTE OF LIMITATIONS: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.

15. Miscellaneous

Your participation in the program grants Fahlo or our partners permission to use your name, biographical information, image, likeness and/or statements about the Brand Ambassador Program, as well as content (images, photos, videos, written reviews, etc.) for advertising, trade, promotional and other purposes in any and all media now or hereafter devised, worldwide, in perpetuity, without additional compensation, notification or permission, unless prohibited by law. 

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Profiles, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

Any information relating to Fahlo or its  affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your participation will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party.

No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program.

This Agreement incorporates all of the terms and conditions of the Fahlo Site’s Terms of Use including the Privacy Policy.  To the extant there is a conflict between the Fahlo Site’s Terms of Use and this Agreement, the terms of this Agreement shall control. If any portion of this Agreement is found invalid or unenforceable, that portion may be severed from the Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement constitutes the entire agreement and understanding between you and us in connection with the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement).

If you have any questions, please email [email protected]