Thank you for your interest in Yes She May’s brand ambassador program! Our ambassadors are very important to us. We do our best to treat you with the fairness and respect you deserve, and we ask the same of you. Accordingly, we have prepared the following Ambassador Agreement in order to protect our company’s reputation and provide you with a clearer picture of our respective obligations as we enter into this relationship together.
If you have any questions or concerns regarding this Ambassador Agreement, please do not hesitate to contact us. We are strong believers in straightforward and honest communication. To ensure a prompt reply, please email us at YSMAmbassador@yesshemay.com.
Yes She May
This Ambassador Agreement (the “Agreement”) applies to any activities by any brand ambassador and/or marketing affiliate working under any arrangement with such brand ambassador (collectively, “you” or “Ambassador”) which causes the products of Mei Xu & Co., LLC d/b/a www.yesshemay.com (collectively and interchangeably, “we”, “us”, “Yes She May”, “Company” or Advertiser”) to be promoted through web sites, emails, banner ads, and/or other advertisements (collectively, “Advertisements”). This Agreement sets forth the complete terms and conditions that shall govern your engagement as an ambassador in Yes She May’s Ambassador Program.
PLEASE READ THIS AGREEMENT IN ITS ENTIRETY and save a copy of the Agreement for your records. By submitting the online Program Application, you are acknowledging that you have read this Agreement and that you understand and agree to its terms.
Enrollment and Participation. To begin the enrollment process, you will complete and submit the online Program Application at the Refersion sign-up page. Please note that even if your application is approved initially, we may still re-evaluate your application at a later time. We may reject your application at our sole discretion.
- Payment and Commissions.
2.1 As an Ambassador, you will receive a ten percent (10%) commission on all Qualified Purchases (“Commission Fees”). A “Qualified Purchase” includes any legitimate sale to a customer through Yesshemay.com made using your unique Refersion Ambassador URL. For purposes of calculating Commission Fees, the sale price is the base price of the purchased item at the time of purchase, exclusive of any discounts, markdowns, coupon codes, taxes, or shipping & handling surcharges. A “Qualified Purchase” does NOT include the following:
- A purchase that is returned, for which a refund is processed, or that involves a consumer-initiated chargeback;
- A purchase that was completed prior to you joining the Ambassador Program or which was not tracked properly through a Refersion URL;
- A purchase that Yes She May suspects, in its sole discretion, is the result of fraud, which shall include (but is not limited to): the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement;
- A purchase referred by an Ambassador that has an excessive cancellation rate as determined in Yes She May’s sole discretion;
- A purchase by a customer who received a pop-up with a discounted offer, while leaving Yes She May’s website during their purchase; and/or
- A purchase by any customer engaging in “domain speculation”, based on the identification of two (2) web hosting accounts with the same customer’s name, email address, or other identifying characteristic as determined by Yes She May and/or the identification of two (2) or more web hosting accounts that have no content on their websites or have similar content, templates or formatting, as determined by Yes She May.
2.2 Commission Fees will be processed approximately thirty (30) days after the end of the month or other period in which they accrue. Commission Fees shall be paid on the first business day of the month via PayPal; please refer to PayPal’s User Agreement to ensure you are eligible to receive payment if you reside outside of the United States. (PayPal payments will only be reissued within 120 days of the original issue date in the case of an incorrect PayPal address or refusal from PayPal to accept a payment.) Yes She May is not responsible or liable for any fee(s) associated with this third-party payment vendor.
2.3 Yes She May reserves the right to withhold payment of Commissions Fees to Ambassadors who are new to the Ambassador Program, or who have commissions that are potentially fraudulent as determined by Yes She May in its sole discretion, to determine the legitimacy of all consumer transactions. Likewise, Yes She May reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Ambassador.
2.4 Yes She May reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a Qualified Purchase. You are responsible for monitoring the payment, denial, and withholding of Commission Fees; Yes She May is not obligated to actively notify its Ambassadors of the status of Commission Fees. If you have a question about a Commission Fee that has been cancelled or withheld, you have thirty (30) days from the day the payment would have been due to contact us to request that the Commission Fee be paid. Any changes to or reversal of decisions regarding cancelled or withheld Commission Fees are at Yes She May’s sole discretion.
2.5 Any attempt by an Ambassador to manipulate, falsify or inflate customer counts, Qualified Purchases, or Commission Fees to intentionally defraud Yes She May constitutes immediate grounds for Yes She May to terminate the Ambassador’s participation in the Ambassador Program and will result in the forfeiture of any Commission Fees due to the Ambassador.
2.6 You are required to submit a Form W8/W9 before any Commission Fees shall accrue or be paid to you. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, Yes She May will issue a Form 1099 to Ambassadors whose earnings meet or exceed the applicable threshold. It is solely your responsibility to provide us with accurate tax and payment information that is necessary to issue a Commission Fee to you. If we do not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase(s).
2.7 Yes She May, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
- Ambassador’s Obligations.
3.1 General Compliance. Ambassador shall publish or otherwise distribute the Advertisements in strict compliance with all applicable laws and regulations, including without limitation all guidelines issued by the Federal Trade Commission.
3.2 Claims and Representations. Ambassador agrees to not misrepresent Advertiser or its products. Ambassador shall not make any claim about the features, attributes, characteristics, efficacy, actual or anticipated results, or other qualities of any of Advertiser’s products (collectively, “Claims”) unless Advertiser has provided such Claims to Ambassador specifically for use in Advertisements. Ambassador shall defend, indemnify and hold Advertiser harmless, and assume full and sole responsibility, for Claims used in any Advertisement that Advertiser did not provide and/or approve for Ambassador’s use.
3.3 No Alteration of Advertisements. Ambassador agrees not to alter, modify or otherwise change any Advertisements or other content provided or previously approved by Advertiser without the prior written approval of Advertiser.
3.4 Restrictions and Limitations. Ambassador agrees and warrants that Ambassador will not publish or distribute any Advertisements, or otherwise post or share any content and/or make any statement on any website or social media profile maintained by or associated with Ambassador which, in Advertiser’s view and in our sole discretion:
- contains content that is: an invasion of privacy, degrading, libelous, unlawful, deceptive, profane, obscene, pornographic, tends to ridicule or embarrass, or is in bad taste (as determined by us and at our sole discretion);
- promotes or incites violence;
- spawns malicious, false, or deceptive pop-ups or exit pop-ups;
- generates leads that are not initiated by the affirmative acts of a consumer (e., the consumer clicking on the Advertisement);
- contains spyware or software downloads that potentially enable diversions of Commission Fees from other ambassadors in our Ambassador Program;
- promotes any illegal activity including, without limitation, theft, the sale or consumption of illegal substances, software piracy, hacking, etc.;
- incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
- promotes or displays pornographic or sexually explicit material;
- spoofs or redirects traffic to or from any adult-oriented web sites or other web sites not specifically designated by Advertiser as a landing page;
- promotes or condones discrimination, harassment, or unfair/disparate treatment based on age, race, sex, gender identity, religion, nationality, ethnicity, disability, genetic information, sexual orientation, or any other protected class characteristic;
- includes “Yes She May” or any variations or common misspellings thereof in its domain name; and/or
- is in any other manner unlawful, harmful, threatening, defamatory, obscene, unbecoming, harassing, or otherwise objectionable to us in our sole discretion.
3.5 False or Misleading Designation. Ambassador may not create or design your website, social media account, or any other webpage(s) that you operate in a manner which explicitly or impliedly resembles our website (https://yesshemay.com) or which deliberately leads customers to believe you are Yes She May and/or any brand featured on our website.
3.6 Fraud. Ambassador shall not use any deceptive or misleading practices, methods, or technology including, but not limited to, the use of any adware, malware, device, programs, robots, iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear as if a live consumer viewed an Advertisement and/or thereafter performed a payable action. Ambassador shall not make use of any stolen credit card or debit card numbers or pre-paid credit or debit cards to perform any payable action or otherwise impersonate any live consumer. By way of example, other indicators of fraud include an Ambassador who (a) generates multiple leads from the same IP address, (b) has conversion rates significantly higher than Advertiser’s average, (c) has EPC values significantly higher than Advertiser’s average, (d) places Advertiser’s or Advertiser’s links on incentivized websites without Advertiser’s prior written consent, and/or (e) generates multiple leads using proxy servers. Advertiser reserves the right to withhold payment of Commission Fees to the Ambassador in the event that we determine you may have engaged in fraud.
3.7 Maintaining and Updating Sites. Ambassador is responsible for maintaining and updating your website and social media accounts. Advertiser may monitor your site and social accounts as we feel necessary to make sure that they appear current and up-to-date and to notify you of any changes that we feel should be applied in order to enhance your performance.
3.8 Refersion Account. Ambassador agrees to sign up for and maintain access to a Refersion Affiliate account. This will allow Ambassador to review the details of our Ambassador Program and obtain tracking codes and specific URLs for our coupons and promotions. In order for Advertiser to accurately track engagement and referral orders, you must use the unique Refersion link that we provide. Advertiser reserves the right to review your placement and use of Refersion links at any time and to require that you change such placement or use in order to comply with the guidelines provided to you. Please note that Commission Fees shall be paid based on the current information in your Refersion profile. You are required to notify us promptly of any address change(s) by updating your Refersion profile information.
3.9 Telemarketing, Faxing, and Text Messages. Ambassador is prohibited from publishing or otherwise distributing Advertisements by telemarketing, fax, or text messaging in any form to any device.
3.10 No Incentivized Lead Generation. Ambassador shall not use incentives, points, rewards, cash, or prizes to consumers in return for their response to an Advertisement.
3.11 Intellectual Property. Ambassador shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of Advertiser (including the names of branded products) except with the written permission of Advertiser. Further, Ambassador shall not promote or provide services to any other business or person that uses any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of Advertiser (including the names of branded products) except with the written permission of Advertiser. Except to the extent that a third-party has given written permission, Ambassador shall not use any trademark, service mark, trade name, trade dress, logo, copyright, or other intellectual property of any third-party.
3.12 Search Engine Optimization. If Ambassador distributes Advertisements by using search engine optimization techniques, including without limitation search engine text ads, Ambassador shall not:
- Use Google Search Advertising (AdWords) for any purpose.
- Use any technique that generates organic or paid search results based on any Marks of Advertiser or any brand name of Advertiser.
- Use any technique that generates organic or paid search results based on the Marks of any competitor of Advertiser or any brand name of any competitor of Advertiser, or any other third party.
- Display search results under any “negative keywords” provided by Advertiser.
- Directly link any search results to a web site hosted and/or operated by Advertiser.
- Engage in the practices known as “double serving “ and “cloaking” where a marketer uses its own jump page to then link into Advertiser’s web page via pre-pop functionality.
- Use any advertising method or engage in any activity that is prohibited by or violates the then-current applicable rules of the search engine provider.
3.13 Requirements for Posted Content. Ambassador understands and agrees that all Advertisements and posted content related to any product sample or other item of value provided to Ambassador by Yes She May must include, at a minimum, each the following:
- a plain and prominent disclosure that the Advertisement or content in question is sponsored by, or made in partnership with, Yes She May, such as through the use of the hashtags #ad and #YesSheMay;
- one or more references to (or mentions of) Yes She May in the message, caption, and/or description; and
- a reference to Ambassador’s unique Refersion URL.
Wherever possible, the required disclosures and information specified above should appear at the top (or beginning) of the Advertisement or endorsement. The disclosures should be clear and conspicuous, not hidden or hard to find. The disclosures cannot be located in just a single post supposedly applicable to all Advertisements or endorsements posted by Ambassador on Yes She May’s behalf; rather, the disclosures must appear in each and every Advertisement or related post.
3.14 Email Content Requirements. When using email as a promotional method, Ambassador shall ensure that:
- Emails comply with all applicable statutes, including CAN-SPAM (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529.
- Emails use only creatives, from lines and subject lines provided by Advertiser or approved by Advertiser in writing. Ambassadors are prohibited from removing or altering subject and from lines provided by Advertiser or approved by Advertiser in writing.
- Emails have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines.
- Emails include an originating email domain name that is openly and accurately registered to the person or entity who transmitted the message. The use of an originating email domain name that is privately registered, or registered with information this is false, fails to identify the person or entity who transmitted the email message or fails to provide accurate contact information for the person or entity who transmitted the email message, is prohibited. Ambassador must not use email accounts or domain names that use information that falsifies the identity of the registrant.
- Emails not have false or misleading subject line that attempts to disguise or conceal the content of the email, or Ambassador as the sender of the email.
- Emails include a clear and conspicuous identification that the message is an advertisement or solicitation. Such an identification shall state “This is an advertisement” per subsection (g) below.
- Emails include (i) clear and conspicuous notice of the recipient’s right to opt-out of receiving future emails from Advertiser; and, (ii) a functioning return email address or other Internet-based mechanism that a recipient may use to make such an “opt-out” request. Such a notice shall state:
This is an advertisement. If you would prefer not to receive future marketing messages from us, click here or write to [Company Name], [Street Address], [City], [State] [Zip Code].
- Acceptable methods include (i) having an unsubscribe link in each email delivered which is unique to the recipient, (ii) having a link to a non-password protected website where the individual can ‘opt-out’ from receiving further email solicitations from Ambassador, or (iii) allowing the recipient to respond to a functioning return electronic email address with a message that is either blank or has ‘Unsubscribe’ in the subject line. In every case, the unsubscribe process must be both easy to use and effective. The opt-out mechanism must remain active for at least thirty (30) days from the date of the email.
- Emails include a valid physical postal address of the advertiser or sender.
- Emails include no gibberish language, including any foreign languages or symbols.
3.15 Email Suppression and Monitoring Requirements. When using email as a promotional method, Ambassador shall take the following action to facilitate suppression and monitoring:
- All unsubscribe requests must be honored within ten (10) days from receipt of request, and Ambassador shall maintain electronic or tangible records confirming the removal of such emails from Ambassador’s lists for verification by Advertiser.
- Within one (1) day of a consumer’s opt-out request, Ambassador shall provide the unsubscribe request to Advertiser.
- Ambassador must remove from any email transmission list any email address associated with any person who previously requested not to receive email solicitations from or on behalf of Advertiser (“Suppression List”).
- Ambassador is responsible for any sending of email messages as well as proper usage of the Suppression List.
- Ambassador must not sell, lease, exchange or otherwise transfer or release any opt-out email address on the Suppression List or as otherwise collected by Ambassador or Advertiser, except as required by law.
- Ambassador must not send email messages to email addresses that have been improperly obtained, including addresses harvested from the Internet without consent and randomly generated addresses.
- Ambassador must not send email messages from accounts obtained using scripts or other automated means of registering for multiple email accounts.
- Ambassador shall not send emails for the purpose of harvesting the email addresses in order to send future unsolicited emails.
- Upon request from Advertiser (which may be by phone or email), Ambassador shall immediately stop sending any emails that contain a particular advertisement or advertising material, or that pertain to a particular campaign or offer.
- Prior to any emailing, Ambassador must scrub against Ambassador and Advertiser’s suppression files, and thereafter Ambassador must scrub against Ambassador and Advertiser’s suppression files at least every seven (7) days.
3.17 Complaint Notification. Ambassador must notify Advertiser of any complaint received by Ambassador regarding any Advertisements within twenty-four (24) hours of receiving such complaint.
- Yes She May’s Rights and Obligations.
4.1 Yes She May reserves the right to monitor your site and social accounts at any time to determine if you are abiding by the terms and conditions of this Agreement. We may notify you of any changes to your site or posts that we feel should be made, or to make sure that your links to our web site are appropriate and compliant. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Ambassador Program.
4.2 Yes She May reserves the right to terminate this Agreement and your participation in the Ambassador Program immediately and without notice should you commit fraud in your advertisement and promotion of Yes She May and our brand partners, or if you should abuse this program in any way. If such fraud or abuse is detected, Yes She May shall not be liable to you for any Commission Fees tainted by or associated with such fraudulent or noncompliant sales.
- Endorsements and Testimonials. Ambassadors are prohibited from using an Endorsement or Testimonial, unless Advertiser has received, reviewed and provided express, prior written consent to such advertising. “Endorsement” or “Testimonial” (collectively “Testimonials”) means any advertising message (including but not limited to consumer testimonials, celebrity or expert endorsements, blogs, verbal statements, demonstrations, or depictions of the name, signature, likeness or other identifying personal characteristics of an individual or the name, logo or seal of an organization) that consumers are likely to believe reflects the opinions, beliefs, findings, or experience of a party other than Advertiser. This restriction includes the following:
- Ambassador shall not use any Testimonial unless such Testimonial complies with the Federal Trade Commission’s Revised Endorsements and Testimonials Guides (16 CFR Part 255).
- Consistent with this, the Endorser may not use false Testimonials, and all Testimonials must reflect the honest opinions, findings, beliefs and/or experience of the Endorser, and shall not convey an express or implied representation that would be deceptive if made directly by Advertiser.
- Further, no Testimonial may contain representations for which the Ambassador does not have substantiation or that would be considered deceptive.
- If the Testimonial represents that the Endorser uses Advertiser’s product or service, the Endorser must have been a bona fide user of it at the time the Testimonial was given, and Ambassador may use the testimonial only as long as the Ambassador has good reason to believe that the Endorser continues to subscribe to the views presented.
- The advertisement must include a clear and conspicuous disclosure of any material connection between the Ambassador disseminating the advertisement and Advertiser. Examples of “material connections” that must be disclosed include, but are not limited to: (i) compensation or consideration (benefits or incentives such as money, loaner products, review items, rewards, points, prizes, free or discounted items or services, promotional items or services, in-kind gifts, samples, coupons, or special access privileges) provided by Advertiser to Ambassador, or (ii) a relationship between Advertiser and the Ambassador (such as a present or former employment or agency relationship or some other contractual or other relationship that may or may not be anticipated by the reader of the advertisement).
Licensing. We grant to you a non-exclusive, non-transferable, limited license to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) for the limited purpose of your engagement as an ambassador in Yes She May’s Ambassador Program in compliance with this Agreement. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Yes She May’s Ambassador Program. You agree that all uses of the Licensed Materials will be on behalf of Yes She May and the good will associated therewith will injure to the sole benefit of Yes She May. Other than the license granted in this Agreement, you have no right, authorization, or permission to use the Licensed Materials.
- Limitations on Liability. IN NO EVENT SHALL ADVERTISER BE LIABLE TO AMBASSADOR OR ANY THIRD PARTY UNDER ANY BREACH OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, ACTUAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY ADVERTISEMENTS, EVEN IF YES SHE MAY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL ADVERTISER’S CUMULATIVE LIABILITY TO AMBASSADOR OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO AMBASSADOR UNDER THIS AGREEMENT.
Indemnification. To the fullest extent provided by law, and in addition to the obligations set forth in this Agreement, Ambassador shall defend, indemnify, and hold harmless Yes She May and its members, managers, principals, officers, directors, employees, independent contractors, agents, attorneys, affiliates, successors, assigns, and licensees from and against any and all suits, claims, demands, damages, debts, liabilities, accounts, reckoning, obligations, costs, expenses, liens, actions, or causes of action incurred (whether or not in connection with proceedings before a court, arbitration panel, administrative agency, hearing examiner or other tribunal), including, without limitation, damages (whether direct, indirect, actual, consequential, incidental, special, exemplary or punitive), judgments, awards, fines, penalties, settlements, investigations, costs, and attorneys’ fees and disbursements (any or all of the foregoing hereinafter referred to as “Losses”) arising in connection with or resulting from (i) any claim that our use of Ambassador’s trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Ambassador herein, or (iii) any claim related to Ambassador’s website or social media account, including but not limited to content appearing therein which is not attributable to Yes She May.
9.1 Over the course of your participation in the Ambassador Program, we may disclose to you certain information (either oral, written or digital) including, but not limited to, data, research, product plans, products, services, pricing, business and financial information, customer and vendor lists, mailing lists, marketing plans, opportunities, trade secrets, markets, software, developments, inventions, processes, designs, drawings, engineering, technical data, know-how, hardware configuration information, marketing or financial data (collectively, “Confidential Information”). For purposes of this Agreement, Yes She May shall be referred to as the “Disclosing Party” and Ambassador shall be referred to as the “Recipient.” Recipient agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties as Recipient would use to protect its own Confidential Information. Recipient shall not disclose to any third party, nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of Recipient in order to perform the obligations or exercise rights under this Agreement. Recipient shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded by contract or other legal obligation from taking any action prohibited under this Section 15. Recipient shall immediately notify Yes She May in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this Agreement.
9.2 The term “Confidential Information” shall not include any information which: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Recipient in violation of this Agreement, (b) was or becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party, (c) is independently developed by the Recipient or its representatives without the use of any Confidential Information, or (d) was in the possession of the Recipient prior to being disclosed to the Recipient by the Disclosing Party.
9.3 Upon termination of this Agreement, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. In the case of destruction, the Recipient shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification.
9.4 Recipient may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency or as necessary in any legal proceeding. Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party.
9.5 You agree that the obligations described in this Section 15 are necessary and reasonable in order to protect the Disclosing Party and its business, and you agree that the remedy of monetary damages alone would be inadequate to compensate the Disclosing Party for any breach by the Recipient of its obligations set out under this Section 15. Accordingly, you hereby agree that, in addition to any other remedies that may be available, the Disclosing Party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without limiting any other rights and remedies to which the Disclosing Party may be entitled to at law, in equity or under this Agreement.
10.1 This agreement to arbitrate shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
10.2 As to any claims by Ambassador against Advertiser arising out of or relating to this Agreement, Ambassador agrees that the exclusive forum shall be arbitration before the American Arbitration Association (AAA). As to any claims by Advertiser against Ambassador arising out of or relating to this Agreement, Ambassador agrees that Advertiser may bring its claims against Ambassador either in arbitration before the AAA or in the federal or state court in Montgomery County, Maryland, with Ambassador now acknowledging that personal jurisdiction exists over Ambassador and venue is proper in such forum.
10.3 Ambassador shall bring any claims arising under or relating to this Agreement on an individual basis only and expressly waives any right to participate or bring any claims in any class, collective, or representative capacity.
10.4 Ambassador and Advertiser agree that any arbitration between them shall be subject to the AAA’s Commercial Arbitration Rules. The arbitration (including the resolution or outcome thereof) shall be kept strictly confidential. The arbitration shall be conducted before a single arbitrator in Montgomery County, Maryland.
Termination. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice. Such notice must be in the form of an email delivered to email@example.com. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
12.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Yes She May. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or social media or otherwise, that reasonably would contradict anything in this subsection.
12.2 Neither you nor we may assign any rights or obligations under this Agreement to any third party, except to a third party who obtains all or substantially all of the business or assets of a party to this Agreement.
12.3 This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland without regard to the conflicts of laws and principles thereof.
12.4 You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
12.5 This Agreement represents the entire agreement between you and Yes She May and shall supersede all prior agreements and communications of the parties, whether oral or written.
12.6 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
12.7 If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.