Terms & Conditions of Our Brand Ambassador Program

BRAND AMBASSADOR PROGRAM AGREEMENT
PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY.

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

This BRAND AMBASSADOR Program Agreement (the ‚ÄúAgreement‚ÄĚ) is a legally binding contract between you (‚ÄúBrand Ambassador‚ÄĚ, ‚Äúyou‚ÄĚ, or similar terms) and SHAKA LOVE (‚ÄúSHAKA LOVE‚ÄĚ, ‚Äúus‚ÄĚ, ‚Äúwe‚ÄĚ, or similar terms) and applies to your participation in the SHAKA LOVE Brand Ambassador Program (the ‚ÄúProgram‚ÄĚ).¬† 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.¬†¬†¬†¬†

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

  1. DESCRIPTION OF THE PROGRAM

The Program permits you to receive rewards, discounts, and monetary payouts via activity on your social media user-generated content by placing on your social media profiles (‚ÄúYour Profiles‚ÄĚ) a personalized Brand Ambassador Link (‚ÄúYour Link") or your personalized Shaka Love Brand Ambassador Code (‚ÄúYour Code"). ¬†When our customers purchase eligible goods from www.shakalove.eco¬†(the ‚ÄúSHAKA LOVE Website‚ÄĚ) using Your Link or Your Code, you will be eligible to receive 10% commission for all ‚ÄúQualifying Purchases‚ÄĚ, as further described, and subject to the limitations in, Section 9 below.

Subject to the terms and conditions of this Agreement, Shaka Love hereby appoints you as a non-exclusive brand ambassador to perform certain services in connection with Shaka Love, including demonstration of consistent support and promotion of Shaka Love‚Äôs products (the ‚ÄúProducts‚ÄĚ) and our mission on various social media platforms, including, but not limited to Facebook, Instagram, YouTube, TikTot, etc. (‚ÄúSocial Media Platforms‚ÄĚ). The list of approved Social Media Platforms may be updated from time to time by Shaka Love in its sole discretion, and Shaka Love will provide Brand Ambassador with written notice of any such change.

  1. ELIGIBILITY TO PARTICIPATE IN THE PROGRAM
  • Brand Ambassador must be at least 15 years of age to participate.¬† If you are 15 or older but under that age of 18, you must have a parent or legal guardian read, sign, and agree to the terms in this document.
  • Brand Ambassador must have an Instagram account and a PayPal account in order to receive monetary commissions.¬†
  • Brand Ambassador will share¬†a minimum of two (2) content items on their Social Media Platforms (posts, story feeds, videos, etc) each calendar month during the term of this Agreement. The content items will contain a photograph including a Shaka Love Product, the tag @Shakalovealoha, and the hashtags #ShakaLove, #ShakaLoveAloha, #LiveEcoFantastic, #ShakaAmbassadors, and #JoinTheShakaMovement
  • Brand Ambassador must comply with this Agreement to participate in the Program in order to be eligible to receive Commissions.
  • Brand Ambassador must promptly provide us with any information we request in order to verify your compliance with this Agreement.
  • Your Code and Your Link are for you to post in Your Profiles or share with your friends, family, and followers in order for you to receive monetary commissions.¬†
  • Participation in the Program does not grant you any rights to sell SHAKA LOVE items at events of any kind (ex. farmer's markets, etc.) unless you have received express written permission by Shaka Love.¬†
  • DO NOT comment with Your Code or Your Link on any SHAKA LOVE social media posts or channels (i.e. Instagram, Facebook, etc.).
  • DO NOT post Your Code and Your Link in the comments of any posts from SHAKA LOVE wholesale accounts or stores who carry our products.
  • DO NOT share Your Code or Your Link with any retail stores that sell SHAKA LOVE goods or any retail store customers located in or in near proximity to said retail stores.
  • DO NOT add Your Code or Your Link to any coupon sites.
  • DO NOT post disparaging, pornographic or sexually explicit material, defamatory, or illegal material
  • DO NOT promote violence or discord, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, illegal or questionable activities, or violate intellectual property rights.
  • Brand Ambassadors must be kind and respectful to all other Shaka Love Brand Ambassadors as well as all employees and owners of Shaka Love.¬†
  • Please remember that the purpose of our Ambassador Program is to introduce others to the SHAKA LOVE brand, to help protect our planet, and to spread the positive Spirit of ALOHA!
  1. MODIFICATION

We periodically modify, alter, replace, change, and/or eliminate the terms of this Agreement. We might also choose to replace the terms of this Agreement in its entirety if, for example, the Program changes, ends, or becomes part of another 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.  

  1. RELATIONSHIP OF THE PARTIES

Brand Ambassador is an independent contractor. The relationship between Shaka Love and Brand Ambassador shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Brand Ambassador will not be considered an employee for purposes of any Shaka Love employment policy or any employment benefit plan, and Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan. Brand Ambassador is responsible for the payment of its/her/his own taxes and insurance. Nothing contained herein shall in any way restrict or otherwise be deemed to prohibit Shaka Love from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing or licensing any Products to any other party, or from entering into a similar arrangement with any other party.

  1. TRADEMARKS, OWNERSHIP

Brand Ambassador acknowledges that any and all Shaka Love Products, and any derivatives thereto, are covered by patent, copyright, and other intellectual property rights owned or licensed by Shaka Love. Brand Ambassador may use Shaka Love‚Äôs trade names, trademarks and service marks as provided to Brand Ambassador from time to time (the ‚ÄúMarks‚ÄĚ) on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of Shaka Love. Brand Ambassador acquires no right to any such Marks. Brand Ambassador further agrees: (i) Brand Ambassador will follow the Mark guidelines of Shaka Love; (ii) Brand Ambassador will not challenge the validity of Shaka Love‚Äôs Marks (whether currently in existence or additional Marks) at any time; and (iii) Brand Ambassador will not attempt to register Shaka Love‚Äôs Marks in any jurisdiction.

No rights or licenses with respect to Product or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement and all such rights are hereby expressly reserved by Shaka Love and its licensors. Brand Ambassador acknowledges that all documentation, any inventions and ideas, written material or other property, tangible or intangible, arising out of or resulting from Brand Ambassador‚Äôs performance of the services provided hereunder, including without limitation all photographs, images, themes, materials, and designs developed, created and/or provided by Brand Ambassador (‚ÄúWork‚ÄĚ) is owned by Shaka Love, for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a ‚Äúwork made for hire‚ÄĚ and that Shaka Love shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not to be a work made for hire, Brand Ambassador hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to Shaka Love. Shaka Love may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media websites or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Brand Ambassador acknowledges the ownership and validity of Shaka Love‚Äôs copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Brand Ambassador.

  1. LIKENESS

Brand Ambassador grants to Shaka Love the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Brand Ambassador and to display, reproduce, distribute, publish, exhibit and use in any other way Brand Ambassador‚Äôs name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information and any other information or attribute identifying or otherwise associated with Brand Ambassador (collectively, ‚ÄúLikeness‚ÄĚ), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, including any text, image and/or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for Shaka Love, the Work, and the Products in all media now known or hereafter developed, including without limitation in the Social Media Platforms and other social media websites or applications.

  1. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS

You as a Shaka Love Brand Ambassador 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 SHAKA LOVE 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.

You shall not make any warranties with respect to the Shaka Love products to any third party. You represent and warrant that: (i) You will act in a timely manner with a high degree of professionalism and behave in a legal, ethical and business-like manner, (ii) You will present Shaka Love products in a truthful and sincere manner and will not engage in any activity or action that may damage Shaka Love’s reputation or the reputation of its products, (iii) Your Likeness and all work provided by You hereunder are new and original to You and do not infringe the intellectual property rights, privacy rights, or publicity rights of any third party; (iv) You have the full and unrestricted right and authority to enter into and perform this Agreement and to grant the rights granted herein; (v)  You have complied and will continue to comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, any Shaka Love policies (such as the privacy policy and trademark usage policy); (vi) You have no commitments or obligations inconsistent with this Agreement; (vii) Brand Ambassador agrees and understands that during the term of this Agreement, Brand Ambassador shall not provide services to any competitor without prior written consent from Shaka Love;  and, (viii) Brand Ambassador will not promote the Products through unsolicited or spam emails.

You will ensure 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. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

You can update your information on your personal ambassador portal or by emailing us at: ambassadors@shakalove.eco.

Should you breach of any of the terms of this Agreement, or any other agreement between you and us, or in connection with the Program (e.g. the PayPal User Agreement, Shopify Terms of Use and Privacy Policy, Google Terms of Use and Privacy Policy), 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 SHAKA LOVE to recover damages in excess of this amount.

  1. CONFIDENTIAL INFORMATION

During the term of this Agreement, Brand Ambassador will regard any information provided to it/her/him by Shaka Love as confidential (‚ÄúConfidential Information‚ÄĚ). Brand Ambassador will not disclose Shaka Love‚Äôs Confidential Information to any third party without the prior written consent of Shaka Love, nor make use of any of Shaka Love‚Äôs Confidential Information except in its performance under this Agreement. Information will not be deemed Confidential Information hereunder if such information is known prior to receipt from Shaka Love without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party‚Äôs Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to Shaka Love, and Shaka Love may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

  1. COMMISSIONS ON QUALIFYING PURCHASES

Shaka Love will pay you a commission with a base amount of no less than 10% of the price paid by the customer and actually received by SHAKA LOVE, before taxes and shipping, on all Qualifying Purchases (your ‚ÄúCommission‚ÄĚ). A ‚ÄúQualifying Purchase‚ÄĚ occurs when (i) a customer uses Your Code or Your Link to purchasing eligible goods from the SHAKA LOVE Site; (ii) the customer‚Äôs payment is successfully processed.¬†

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 with SHAKA LOVE; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the SHAKA LOVE site; or (e) any purchase that is not correctly tracked or reported because the Your Code or Your Link is not properly formatted or inserted in the SHAKA LOVE site’s checkout process. 

Shaka Love will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of Shaka Love’s internal tracking and distribution of 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.

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. 

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.

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.

  1. TAXES

Shaka Love 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. 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.

  1. SHAKA LOVE CUSTOMERS

You acknowledge and agree that SHAKA LOVE’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.  If contacted by any of our customers for a matter relating to interaction with SHAKA LOVE, you will inform those customers they must follow contact directions on the SHAKA LOVE Site to address customer service issues.

  1. IDENTIFYING YOURSELF AS A SHAKA LOVE 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 SHAKA LOVE’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.

  1. TERM AND TERMINATION

The term of this Agreement will begin upon your submission of the application to join the Program. Either you or we 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: amabassadors@shakalove.eco

Notwithstanding anything else in this Agreement to the contrary, the Parties agree that Sections 3-19 shall survive any termination or expiration of this Agreement.

  1. DISCLAIMERS

THE PROGRAM, THE SHAKA LOVE WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON THE SHAKA LOVE SITE, ANY COUPON CODES, LINK FORMATS, CONTENT, OUR AND OUR AFFILIATES‚Äô 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 ‚ÄúSERVICE OFFERINGS‚ÄĚ) ARE PROVIDED ‚ÄúAS IS‚ÄĚ AND ‚ÄúAS AVAILABLE‚ÄĚ. 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 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 ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR 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.

  1. WAIVER OF DAMAGES

IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER INDIRECT LOSS OR DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OPPORTUNITY OR GOODWILL, ARISING OUT OF THIS AGREEMENT.  Shaka Love’s total, cumulative liability for any and all claims and damages under this Agreement, whether arising by statute, contract, tort or otherwise, will not exceed the amounts paid hereunder during the twelve (12) month period immediately preceding the event giving rise to the claim.

  1. RELEASE AND INDEMNIFICATION

Brand Ambassador hereby irrevocably and unconditionally releases, discharges, indemnifies and holds harmless Shaka Love, its registered trade names and affiliates, and the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the ‚ÄúShaka Love Parties‚ÄĚ), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys‚Äô fees) of any kind whatsoever, in law or equity, whether known or unknown, foreseen or unforeseen, arising at any time out of and/or directly or indirectly relating to the use of the Work and/or Brand Ambassador‚Äôs Likeness and/or any breach or alleged breach of any of the terms of this Agreement or breach of any warranty or representation hereunder.

  1. AGREEMENT TO ARBITRATE / DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY ‚Äď 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 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 (‚ÄúNotice of Dispute‚ÄĚ).¬† You and we both agree that prior to initiating any claim for arbitration or other legal proceeding you and we 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 SHAKA LOVE 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:

SHAKA LOVE Legal

27075 Cabot Road, Suite 109

Laguna Hills, CA 92653

YOU AND WE BOTH AGREE TO ARBITRATE: In the event that a dispute is not resolved within the foregoing thirty (30) day period, then you and SHAKA LOVE agree to resolve any claims relating to this Agreement through binding arbitration before a mutually agreeable arbitrator. 

WHAT IS ARBITRATION? Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. If any provision of this Section 17 is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.

NO CLASS ACTIONS: You may only resolve disputes with us on an individual basis, and may not bring any claim as a class plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitration 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 binding arbitration. In the event any litigation should arise between you and SHAKA LOVE 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.

SMALL CLAIMS OPTION: You and SHAKA LOVE agree that if a claim is within the jurisdiction of a small claims court, either party may choose to take the claim to that court instead of arbitration as follows: (a) You and/or Shaka Love may take claims to small claims court before filing a dispute with a mutually agreed upon arbitrator; (b) After a dispute is filed with a mutually agreeable arbitrator, but before the arbitrator is formally appointed to the dispute, You and/or Shaka Love may send a written notice to the opposing party and the mutually agreed upon arbitration service that he/she/it wants the case decided by a small claims court. After receiving this notice, the mutually agreed upon arbitration service will administratively dismiss the case without prejudice; or, (c) If a mutually agreed upon arbitrator has already been appointed to administer the dispute, You and/or we may request that the dispute be determined in small claims court by notifying the opposing party and the arbitrator in writing.  The appointed arbitrator will have sole discretion in determining whether the dispute will continue in arbitration or be dismissed without prejudice in favor of small claims court.

CHOICE OF LAW/FORUM SELECTION: In any circumstances where this Section 17 (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 California, excluding its conflict of law rules. You further expressly consent and agree to file any and all permitted state and federal litigation claims with a court exclusively located within Orange County, California.

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.

  1. ASSIGNMENTS

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.

  1. MISCELLANEOUS

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.

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 or 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, etc.) in connection with the Program. 

This Agreement incorporates all of the terms and conditions of the SHAKA LOVE Site’s Terms of Use including the Privacy Policy.  To the extent there is a conflict between the SHAKA LOVE 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).

This Agreement supersedes and cancels any previous agreements or understandings, whether oral, written or implied, heretofore in effect between the Parties and sets forth the entire agreement between the Parties. No modification or change may be made in this Agreement except in writing as signed by each Party. This Agreement shall be governed by and construed in accordance the laws of the State of California, excluding its conflict of laws provision and including the provisions of the Uniform Commercial Code as adopted thereby. Neither the 1980 United Nations Convention on Contracts for the International Sale of Goods nor the United Nations Convention on the Limitation Period in the International Sale of Goods will apply to this Agreement or any transaction under it. This Agreement may not be assigned by Brand Ambassador without written consent from Shaka Love. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, successors and permitted assigns. The waiver by either Party of any right hereunder or the failure to enforce at any time any of the provisions of this Agreement, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any breach or failure of performance of the other Party. If, under applicable law or regulation, any provision of this Agreement is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) of this Agreement (such invalid or unenforceable provision, a ‚ÄúSevered Clause‚ÄĚ), this Agreement shall endure except for the Severed Clause.

If you have any questions, please email amabassadors@shakalove.eco or call us at (949) 229-3019.

Once you have read and agree to the terms and conditions of this agreement, please sign and date below digitally or by printing out and signing. Snap a picture or screenshot of the signature page and submit it to us on our Ambassador portal under the "ACTIVITIES" section.  

_____________________________________________________________

IN WITNESS WHEREOF, the party/parties below have agreed to the terms of  this Agreement by persons authorized as of the Effective Date.

Brand Ambassador (must be over the age of 18)*

Name:       __________________________________

Sign:    __________________________________         

Date:   _____________

*If you are under that age of 18, you must have a parent or legal guardian read, co-sign, and agree to the terms in this document with you below.

Brand Ambassador (under the age of 18)*

Name:       __________________________________

Sign:    __________________________________

Date:   _____________

As the parent or legal guardian of a person under the age of 18, I represent and warrant that the minor is of legal age to participate in the Program (at least 15), I am the legal parent or guardian of the minor whose rights are covered by this Agreement, I have read the terms of this Agreement and consent to the terms herein and I will not revoke your consent.

Parent or Legal Guardian of Brand Ambassador under the age of 18

Name:       __________________________________

Sign:    __________________________________          

Date:   ______________