These terms and conditions (hereinafter referred to as the “Ambassador Terms”) apply to your promotion of WhatRocks Inc. and its subsidiaries and related entities (“WhatRocks”, “we” or “us”) to encourage businesses to use the WhatRocks marketplace and app service (the “Service”) (the “Ambassador Program”). By participating in WhatRocks’ Ambassador Program, you accept to be subject to the Ambassador Terms.
PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY PARTICIPATING IN WHATROCKS’ AMBASSADOR PROGRAM IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS.
AMBASSADOR PROGRAM
The Ambassador Program is run by WhatRocks to spread the word about using the Service to raise donations for charities. Although the Ambassador Program is permanent, WhatRocks will contact you from time to time to take part in ad hoc campaigns it’s planning to run. Each offer for you to take part in a campaign will include details of the deliverables, and completion timeline.
USE OF CONTENT AND INTELLECTUAL PROPERTY
CONTENT
In addition to the content and information provided by WhatRocks, you may have to create content to distribute through your channels including but not limited to your emails, websites, and social media. Such content might include photography, video clips, written text, dialogue, or any other creative expression. Other than the WhatRocks content and information that we provide or our name and logo, you agree that all content created is original, or is used with full permission of the owner of the rights, so that use of the content (either by you or by us) will not violate anyone’s intellectual property rights or rights of publicity or privacy. You agree that the WhatRocks content will remain ours, and we agree that your content will remain yours.
USE OF YOUR CONTENT
WhatRocks has the limited irrevocable right to use and display your name, image, and content created under the Ambassador Program on our channels including but not limited to emails, websites, social media, in other marketing materials, or use for our business records so long as attribution is provided to you.
You must comply with the following if you upload images or videos, write comments, or texts or interact with the WhatRocks community:
Always upload only your own photos and videos with the full consent of additional people in the photo or video.
Never get “fake” likes and interactions from third parties.
Follow the law and the Community Guidelines. No sexual content, child abuse, drugs, weapons, violence.
Show respect for the WhatRocks brand.
Do not spread “misleading information”, make false statements, or misrepresent WhatRocks.
USE OF WHATROCKS MATERIALS
WhatRocks grants you a limited, non-sublicensable, nonexclusive, revocable, worldwide license to use, reproduce, modify, create derivative works of, distribute, and digitally display WhatRocks name and logo only to the extent necessary to perform the services under the Ambassador Program and only in a manner that has been approved by WhatRocks. You will follow any usage guidelines provided by WhatRocks. In the event WhatRocks determines in its sole discretion that any use by you violates WhatRocks guidelines or places WhatRocks or related businesses in an unfavorable light, you will cease any such use of content immediately if requested by WhatRocks.
GOODWILL
You recognize that your reputation and goodwill are essential to our brand. If, at any point during or after the Ambassador Program, you become involved in or associated with any crime or scandal, or any situation that would cause our association with you to have a negative impact on WhatRocks, you agree to promptly remove at our request any posts or content related to WhatRocks from any channels you control including but not limited to emails, websites, and social media.
COMPLIANCE WITH THE LAW
You and WhatRocks agree to comply with all applicable laws, rules, and regulations in the course of fulfilling yours and our obligations under these Ambassador Terms. You acknowledge and agree that you shall comply with the following requirements:
All content and postings by you under the Ambassador Program will be in full compliance with:
all the rules of the platform that they are posted on (for example social media);
the law, regulations, and requirements of all applicable governmental agencies, including but not limited to the use of endorsements and testimonials in advertising; and
best practices for disclosure of your relationship with us, even where there may be space limitations.
You will ensure the disclosures are clear, prominent, and in close proximity to the content. You agree to be responsible for understanding and abiding by the most up-to-date version of any applicable rules, regulations, or guidelines.
COMPENSATION
For your participation and completion of your obligations under the Ambassador Program of WhatRocks, you will receive the compensation that is communicated to you by WhatRocks.
DURATION AND TERMINATION
These Ambassador Terms are effective when you join the Ambassador Program and continue until you no longer perform under the Ambassador Program or WhatRocks notifies you that you are no longer part of the Ambassador Program.
CONFIDENTIALITY
You and WhatRocks agree to keep these Ambassador Terms, its contents, and communications in furtherance of these Ambassador Terms strictly confidential (“Confidential Information”). Neither you or WhatRocks shall share or use the Confidential Information for any purposes other than to fulfill yours or our obligations under these Ambassador Terms. Unauthorized disclosure by one party of the other party’s Confidential Information will give rise to irreparable injury to the other party inadequately compensable in damages. Accordingly, the parties agree the non-disclosing party shall be entitled to injunctive relief against the breach or threatened breach, in addition to any other legal remedies which may be available.
LIABILITY
You are solely responsible for any violation of platform rules (such as Instagram's rules and guidelines) as well as applicable law. WhatRocks shall not be liable for such violations, and any fine, compensation, or similar cost arising from your non-compliance with applicable rules and guidelines will be imposed solely on you, including fines and damages claims that may be directed to WhatRocks.
GENERAL PROVISIONS
INDEPENDENT CONTRACTOR
For all purposes of these Ambassador terms, you understand and agree that you are an independent contractor and not an employee, partner, joint venture, agent, or official representative of WhatRocks. You are solely responsible for all taxes and withholdings in connection with any compensation provided by WhatRocks.
GOVERNMENT LAW
You agree that the laws of the Province of Ontario, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and WhatRocks, except to the extent governed by the Canadian federal law.
SURVIVAL
Any provision and any other right or obligation of the parties in these Ambassador Terms that, by its nature, should survive termination of these Ambassador Terms, will survive any such termination.