Food Label Maker Ambassadors Program Agreement

1.1. Ambassador Role: The Ambassador is an independent professional (such as a nutritionist, dietitian, food consultant, or regulatory specialist) who directs potential customers to Food Label Maker in exchange for a commission on successful referrals.

1.2. Application and Acceptance: To join the Program, You must complete the online Ambassador Program Application. Food Label Maker reserves the right to approve or reject any application for any reason, including but not limited to, questionable marketing methods, inappropriate website content, or a business mismatch.

1.3. Eligibility: You must be legally able to enter into contracts and must comply with all applicable laws and regulations while participating in the Program.

2.1. Unique Referral Link: Upon acceptance, Food Label Maker will provide You with a unique referral link via the Partner Portal. You must use this link for all referrals to ensure proper tracking and commission calculation.

2.2. Tracking: Food Label Maker uses a third-party tracking mechanism to monitor all activity associated with Your unique link. Commissions are based solely on transactions processed through this tracking system.

2.3. Referred Customer Definition: A “Referred Customer” is a new customer (not a current or past Food Label Maker subscriber) who clicks Your unique referral link, signs up for a free trial or account, and subsequently purchases a paid subscription to Food Label Maker.

2.4. Cookie Window: A referral is valid if the Referred Customer purchases a subscription within 30 days of their initial click on Your unique link.

3.1. Commission Structure: The Ambassador will receive a commission percentage of the subscription fee paid by a Referred Customer (the “Commission”), capped at $700 USD per Referred Customer.

• Rate: 30% of the initial subscription payment, and 30% of all subsequent recurring subscription payments for the first twelve (12) months of the Referred Customer’s subscription (excluding taxes, discounts, refunds, or payment processing fees).
• Example: If the referred customer signs up for an annual plan, the Ambassador earns 30% of that first annual payment, up to the $700 cap.

3.2. Commission Vesting: Commissions will vest and become payable only after the Referred Customer’s payment has been processed, the refund period (if any) has passed, and Food Label Maker has confirmed the payment is not subject to a chargeback.

3.3. Payout Schedule: Commissions will be paid monthly, within thirty (30) days following the end of the calendar month in which the Commission vested.

3.4. Payment Method: Payments will be made via the method selected by the Ambassador in the Partner Portal (i.e., PayPal or Venmo). You are responsible for ensuring your payment information is current and accurate.

3.5. Taxes: The Ambassador is solely responsible for all taxes, including VAT, GST, and income tax, associated with the commissions received under this Agreement.

4.1. Independent Contractor: The Ambassador operates as an independent contractor. Nothing in this Agreement shall create an employer-employee relationship, partnership, or joint venture between You and Food Label Maker. You have no authority to enter into agreements on behalf of Food Label Maker.

4.2. Disclosure (FTC Compliance): The Ambassador MUST clearly and conspicuously disclose their financial relationship with Food Label Maker in all promotions, communications, and marketing materials related to the Program. This disclosure must be easily understandable and visible to the consumer. Failure to comply with this disclosure requirement is grounds for immediate termination.

4.3. Prohibited Activities: The Ambassador shall not:

• Promote Food Label Maker using “spam” or unsolicited commercial email (UCE).
• Use any paid search advertising (e.g., Google Ads, Bing Ads) that targets Food Label Maker’s branded terms or any confusingly similar terms.
• Engage in illegal activity, fraud, or deceptive marketing practices.
• Offer monetary rebates, discounts, or other incentives not authorized by Food Label Maker.
• Refer Yourself or any entity in which You have a controlling interest.

5.1. Term: This Agreement will commence upon Your acceptance into the Program and shall continue until terminated by either party.

5.2. Termination by Food Label Maker: Food Label Maker may terminate this Agreement immediately for cause (e.g., breach of Section 4, illegal activity, or failure to disclose) or without cause by providing seven (7) days written notice.

5.3. Termination by Ambassador: The Ambassador may terminate this Agreement at any time by providing written notice to Food Label Maker.

5.4. Effect of Termination: Upon termination, the Ambassador shall immediately cease all use of promotional materials and unique links. Commissions earned prior to the effective date of termination will be paid according to Section 3, provided the termination was not for cause related to fraud or policy violation.

6.1. Limited License: Food Label Maker grants the Ambassador a non-exclusive, non-transferable, revocable license to use Food Label Maker’s trade names, trademarks, service marks, and logos (the “Program Assets”) solely for the purpose of promoting Food Label Maker under this Agreement.

6.2. Ownership: Food Label Maker retains all right, title, and interest in and to the Program Assets and all intellectual property rights related to the Food Label Maker platform.

7.1. Incorporation by Reference: The Ambassador acknowledges and agrees that Food Label Maker’s general Terms & Conditions (https://foodlabelmaker.com/terms-conditions/) and Privacy Policy (https://foodlabelmaker.com/privacy-policy/) are incorporated into this Agreement by reference.

7.2. Disclaimer: FOOD LABEL MAKER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR COMMISSION PAYMENTS.

7.3. Limitation of Liability: FOOD LABEL MAKER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS PROGRAM, EVEN IF FOOD LABEL MAKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOOD LABEL MAKER’S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE AMBASSADOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.4. Indemnification: The Ambassador agrees to indemnify, defend, and hold harmless Food Label Maker from any claims, damages, liabilities, and expenses (including attorney’s fees) arising from the Ambassador’s breach of this Agreement, including failure to comply with disclosure requirements (Section 4.2).

8.1. Governing Law: This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law principles. (NOTE: Please confirm this is the correct jurisdiction used in your standard T&Cs.)

8.2. Modification: Food Label Maker reserves the right to modify any terms and conditions in this Agreement at any time by posting a notice of change or a new agreement on the website. Your continued participation in the Program constitutes acceptance of the changes.

8.3. Assignment: The Ambassador may not assign this Agreement without the prior written consent of Food Label Maker. Food Label Maker may assign this Agreement freely.

8.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.