This Ambassador Program Agreement (the "Agreement") is entered into by and between Diode Dynamics, LLC ("Company") and the individual or entity ("Ambassador") participating in the Company's affiliate marketing program (the "Program"). By participating in the Program, Ambassador agrees to be bound by the terms and conditions set forth in this Agreement.
1. Enrollment
1.1 Eligibility: Ambassador must be at least 18 years old and legally capable of entering into a binding agreement, a resident of the United States, and capable of providing information for tax filing purposes as a 1099 contractor.
1.2 Application: Ambassador shall complete the online application and provide accurate and complete information. The Company will review all applications, and reserves the right to reject any application at its sole discretion.
2. Ambassador Responsibilities
2.1 Promotion: Ambassador shall promote Company's products in a manner consistent with the Company's brand and values.
2.2 Compliance: Ambassador agrees to comply with all applicable laws, rules, and regulations in connection with its participation in the Program, including making disclosures of the relationship between yourself and the Company.
2.3 Ethics: Ambassador shall not engage in any unethical, deceptive, or misleading practices, and shall maintain a positive ethical status and reputation as a condition of participation in this program.
2.4 Communication and Information: Ambassador shall ensure that they have access to their email account as provided in the application process for communication. They shall also provide tax information as required by law, and update the Company of any changes.
3. Commission Structure
3.1 Earnings: Ambassador will earn a commission on qualifying sales generated through its unique affiliate link and code. Commissions are earned when an order is complete, that is, paid for by the customer and delivered by the Company. There is therefore a period in which commission earnings may be pending between the time an order is placed, and when the order is paid for and shipped out.
3.2 Commission Rates: Commission rates and payment terms will be outlined in a separate commission structure document provided by the Company. Commission rates are subject to change, and may include special promotions from time-to-time. Commissions are calculated based on net sales, not including shipping fees, tax, or other surcharges that may exist such as payment processing fees.
4. Tracking and Payment
4.1 Tracking: The Company will provide Ambassador with a unique tracking code or link to track referrals and sales. It is the responsibility of the Ambassador to include the proper tracking link or code in all communications with potential customers. Orders that are placed without the use of a tracking link or code are not eligible for commissions.
4.2 Payouts: Payments will be made upon request by the Ambassador via the Ambassador Dashboard on the Company website, subject to a minimum $50 payout threshold.
4.3 Payment Methods: Ambassadors will receive payments via Paypal, and must maintain an active Paypal account to receive payments. The Company may alternatively make opportunities available to convert earned commissions into Diode Dynamics store credit at equivalent or higher value than the respective cash payment amount.
5. Term and Termination
5.1 Term: This Agreement shall begin upon the application date of the Ambassador, and renew automatically every year until terminated, as provided herein.
5.2 Termination: Either party may terminate this Agreement with or without cause upon written notice to the other party at any time.
5.3 Earnings: Upon termination, Ambassador shall receive a final payment for commission amounts earned but not yet paid.
6. Intellectual Property
6.1 Use of Marks: During the term of this Agreement, Ambassador is granted a limited, non-exclusive, non-transferable license to use the Company's trademarks and promotional materials solely for the purpose of promoting Company's products/services.
6.2 Ownership: All intellectual property rights, including trademarks and copyrights, shall remain the property of the Company.
7. Confidentiality
7.1 Non-Disclosure: Ambassadors will be provided non-public information about Company products and services as part of the Program. Ambassador agrees not to disclose any confidential information obtained during the term of this Agreement. This provision shall survive in the case of termination of this Agreement.
8. Modification
8.1 Changes: The Company reserves the right to modify the terms of this Agreement at any time. Ambassadors will be notified of changes, and continued participation constitutes acceptance of the modified terms.
9. Governing Law
9.1 Jurisdiction: This Agreement shall be governed in accordance with the laws of the State of Missouri.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
By participating in the Program, Ambassador acknowledges that they understand and agree to be bound by the terms and conditions of this Agreement.