Terms and conditions

AMBASSADOR AGREEMENT

Ambassador Program open to legal residents of the 50 United States, D.C. and Canada, you must be 18 years and older.

This Agreement, executed in the year 2022, is entered into by and between Kosmic Tribes LLC d/b/a Kosmic Dust, with an address of 1200 Brickell Ave Ste 1950 #118 Miami, FL 33131 (hereinafter referred to as the “Company”) and those who agree to this agreement ambassador/affiliate/model with an address (hereinafter, the “Ambassador”). Company and Ambassador may be referred to collectively as the “Parties.” For good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

  1. ENGAGEMENT. Company hereby engages Ambassador from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through Ambassador’s social media outlets. The nature of the brand content to be promoted and the specific details and requirements of the promotion is outlined in the attached Schedule A. During the Term, Ambassador agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule B (“Guidelines”). Company hereby appoints Ambassador as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the target audience.

  2. TERM. This Agreement shall have an initial term of one month and shall automatically renew for additional one-month terms there after unless either party provides thirty days prior written notice of its intention of nonrenewal.endorse and promote its services to the target audience.

  3. DELIVERABLES. Ambassador will deliver the agreed number of posts on the agreed platforms on behalf of Company as outlined in Schedule A. The Services shall conform to the specifications and instructions of Company as outlined in Schedule B, abide by the rules of the relevant social media platforms, and are subject to Company’s acceptance and approval. Company has a maximum of 10 days to reject any deliverable in accordance with this Section and must notify Ambassador within 30 days of receipt of work that additional revisions and/or amendments will be requested.

  4. OWNERSHIP. Ambassador acknowledges and agrees that Company for the purpose of performing the Services under this  Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by Ambassador for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to Company’s brand partners (the “Brand Affiliates”) . Notwithstanding the foregoing, Ambassador may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of ninety (90) days from post date.

  5. USAGE. Company shall cause Ambassador to grant to Company and to Brand Affiliates a limited, non-exclusive, royalty free, right and license to feature Content generated by Ambassador as part of the Campaign (including Ambassador’s name and likeness) on Company’s and Brand Affiliates owned and controlled social media platforms and within third party digital and broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, TikTok, Twitch, Discord and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.

    • LICENSE. Company grants to Ambassador a temporary license to use the Brand Affiliates name and promotional materials as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the promotional purpose as described in the Schedule A. Ambassador grants to Company a perpetual license to use Ambassador’s name and likeness in all media including Company website and the brand website and on social media sites and in all formats of print and digital media advertising.

  6. CANCELLATION. Termination. Kosmic Tribes may, at any time, in its sole discretion and without any notice to you, provide special terms, limitations and conditions for the Affiliate Program, or otherwise change or amend these Terms. Further, Kosmic Tribes may, at any time, in its sole discretion and without any notice to you, (a) discontinue the Affiliate Program, in whole or in part; (b) approve, deny or revoke the right to participate in the Affiliate Program with respect to any person, including you, for any reason whatsoever; or (c) audit any Affiliate Program account. You may terminate your participation in the Affiliate Program with immediate effect by giving Kosmic Tribes a written notice of termination. The notice must be sent through the messaging system of Affiliate Dashboard on Tapfiliate.com. Upon termination, you will lose access to the Affiliate Dashboard and will forfeit all potential or unpaid Commissions.  .

  7. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Ambassador’s performance of services for Company, Ambassador will receive, have access to and create documents, records and information of a confidential and proprietary nature to Company and customers of Company. Ambassador acknowledges and agrees that such information is an asset of Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Company and its clients must be kept strictly confidential and used only in the performance of Ambassador’s duties under this Agreement. Ambassador agrees that they will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise directed by Company in the course of Ambassador’s performance of services under this Agreement, and thereafter only with the written permission of Company. Upon termination of this Agreement or upon the request of Company, Ambassador will return to Company all of the confidential information, and all copies or reproductions thereof, which are in Ambassador’s possession or control. Ambassador agrees that during the tenure of this contract, and for a three-month term afterward, Ambassador will not undertake Ambassador marketing for a competitor in the same vertical as Company.

  8. COMPENSATION. In full consideration of Ambassador’s performance, obligations and the rights granted herein,  Ambassador shall be paid once the unique link provided by company and has generated (1) successful sale.. if a stipend has been agreed upon prior. In order to retain the stipend Ambassador must generate 1 successful sale or more per month through the unique link provided. Once the unique link has been activated by your 1st sale, then Ambassador can use on their channels. This includes any agreed bonus incentives should Ambassador meet the agreed targets i.e., Generate more than 5 sales in a calendar month to earn $25 dollars.  Generate more than 10 sales in a calendar month to earn $50 dollars. Generate more than 15 sales in a calendar month to earn $150 dollars. Generate more than 20 sales in a calendar month to earn $200 dollars.  Ambassador will otherwise perform the services at own expense and use their own resources and equipment. Ambassador acknowledges that the agreed upon compensation represents Ambassador’s entire compensation with respect to this agreement and Company shall have no other obligation for any other compensation to or expenses or costs incurred by Ambassador in connection with the performance of its obligations     under this agreement. If Ambassador has obtained employees or agents (the “Ambassador Personnel”), Ambassador shall be solely responsible for all costs associated with Ambassador Personnel.

    • COMPENSATION. As compensation for Ambassador’s satisfactory performance, Company agrees to pay Ambassador monthly based on performance/merit. Ambassador agrees that this payment shall be the sole and entire compensation received and no other  compensation of any kind shall be due upon termination of the Agreement or thereafter.

  9. PAYMENT TERMS. Affiliate Fees Payouts Payment will be made by to the email address given by Ambassador and is Ambassadors responsibility to keep it up to date..

  10. Qualified Transactions. Kosmic Tribes will pay you applicable commissions for purchases of Kosmic Dust's products by Fans/Followers in Qualified Transactions (as defined below). For the purposes of these Terms, a "Qualified Transaction" means a Fan's transaction on the Kosmic Dust Website, whereby the Fan uses the provided discount link to purchase Kosmic Dust's products. Kosmic Tribes will not pay any commission or other fees for (i) any products or services other than the products and services purchased in Qualified Transactions, (ii) transactions using a Prohibited Link (as defined below), (iii) products or services purchased by Fans/Follwers that are ultimately returned or refunded, or (iv) for shipping and sales tax charges. You will not use, procure, bid on, or otherwise arrange for a paid-for link (a "Prohibited Link") on any Internet search engine, portal, sponsored advertising service or other search or referral service which Prohibited Link uses or includes the terms "Kosmic Dust," "kosmicdust.com," or any other trademarks, trade names, service marks, corporate names, or other similar Intellectual Property Right (as defined below) owned or licensed by Kosmic Dust or any parent, subsidiary, or other affiliate of Kosmic Tribes

  11. Payout. Kosmic Tribes will pay to you a commission in US Dollars equal to 30% or of Qualified Transactions (the "Commission") that are recorded in the Affiliate Dashboard on or before the 15th day of each calendar month for Qualified Transactions occurring in the prior month. 

  12. Payments. Payments of your Commission will be made through an email address specified by you in the Affiliate Dashboard. You are responsible for providing Kosmic Tribes with the full and accurate details that are required to remit your Commission and you are solely responsible for any delays in payment resulting from your failure to do so. Qualified Transactions will become void, and any unpaid Commission will be forfeited after 12 calendar months.

  13. Suspicious Activity. In the event of any deemed suspicious activity, Kosmic Tribes may delay payment of the Commissions to verify the relevant transactions. Kosmic Tribes reserves the right to recalculate, void, or disqualify any referrals or Commission in the event of any fraudulent, deceptive, or otherwise illegal activity.

  14. Company’s products or services, Ambassador must clearly disclose his/her “material connection” with Company, including the fact that Ambassador was given any consideration, was provided with certain experiences or is being paid for a particular  service. The above disclosure should be clear and prominent and made in close proximity to any statements that Ambassador makes about Company or Company’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. Ambassador’s statements should always reflect Ambassador’s honest and truthful opinions and actual experiences. Ambassador should only make factual statements about Company or Company’s products which Ambassador knows for certain are true and can be verified.

  15. FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendency of such cause.

  16. INDEPENDENT CONTRACTOR. Ambassador is retained as an independent contractor of Company. Ambassador acknowledges and agrees that (i) Ambassador is solely responsible for the manner and form by which Ambassador performs under this Agreement, and (ii) Ambassador is a self-employed individual, who performs services similar to the services outlined in Schedule A for various entities and individuals other than Company. Ambassador is responsible for the withholding and payment of all taxes and other assessments arising out of Ambassador’s performance of services, and neither Ambassador nor any of Ambassador’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company.

  17. REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between any third party.

  18. GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

    • This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. This Agreement is made in Flordia and shall be construed and interpreted in accordance with the law of Flordia, applicable to contracts made and to be performed entirely therein. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by writing signed by both parties.

  19. GOVERNING LAW. Any civil action or legal proceeding arising out of or relating to participation in the Affiliate Program will be brought exclusively in the state or federal courts in Miami-Dade County, Florida. You, Kosmic Tribes and Kosmic Dust consents to the jurisdiction of such Florida court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such Florida court. Service of any court paper may be effected on you, Kosmic Tribes or Kosmic Dust by mail, or in such other manner as may be provided under applicable laws, rules of procedure or local rules. These Terms and participation in the Affiliate Program will be governed by, and construed and enforced in accordance with, the internal laws of the State of Florida, without regard to principles of conflicts of laws.Please acknowledge your agreement by clicking I accept on the pop up window and copy of this contract will be available to you anytime you ask for one. We look forward to a mutually rewarding                 working relationship.

SCHEDULE ADELIVERABLES

Instagram

  • Post at least one (1) static KOSMIC DUST product-related post per month

  • Post at least two (2) KOSMIC DUST product-related video based on your strongest social media channels

  • Include #KosmicDust in every KOSMIC DUST related post and tag us @KosmicDustSupps

Stream

  1. Promote and market KOSMIC DUST and KOSMIC DUST PRODUCTS on your stream (2) twice a month

  2. Drink out of a KOSMIC DUST shaker cup on stream

  3. Upload your KOSMIC DUST asset to your stream panel w/ CTA linking to KOSMICDUST.COM.com using your affiliate link

  4. Display KOSMIC DUST products within your webcam background 

YouTube

  1. KOSMIC DUST logo on YouTube Header

  2. Linking KOSMIC DUST Affiliate code in at least 2 YouTube descriptions a month, within the first 3 lines of the video description

Twitter 

  1. Add the KOSMIC DUST logo to your Twitter Header

  2. At least two (1) tweets a month promoting KOSMIC DUST products and your unique link

  3. Include #KosmicDust in any KOSMIC DUST related post

Association

  1. You will share and reply to (1) KOSMIC DUST social media post month

    • Your KOSMIC DUST Talent Manager will communicate to you monthly as to which post they share/reply

  2. You will promote (1) site-wide KOSMIC DUST sale per month as requested by Kosmic Tribes/KOSMIC DUST. (Ex. Giveaway, Promotion

Content Creation

  1. Create a 15-30 second video clip per month, with the purpose of promoting KOSMIC DUST products

  2. All content uploaded to a cloud drive (Google) and sent to gris@kosmictribes.com

  3. Video:

    • Introduce yourself to the KOSMIC DUST audience

    • Briefly mention what KOSMIC DUST is (for your audience who may not know)

    • Mention the benefits of KOSMIC DUST

    • Mention a specific product/flavor you like

    • Promote your link (you don’t need to mention the %)

Event Appearance 

  1. Create a 15-30 second video clip per month, with the purpose of promoting KOSMIC DUST products

SCHEDULE  B  STANDARDS & GUIDELINES

Without limiting anything in these Terms, all posts and all promotional messages, photos, or other communications made on social media platforms about Kosmic Dust and its products or services (collectively, “Posts”), must meet the following requirements:  You and all of the Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (the “Endorsement Guides”) described in this Section 1 of this Exhibit B and Kosmic Dust’s social media endorsement policies in effect from time to time. You will, if requested by Kosmic Dust, participate in training which is designed to ensure compliance with the Endorsement Guides and Kosmic Dust’s policies.  Without limiting the foregoing, with respect to promotional messages, photos, or other communications made on social media platforms about Kosmic Dust and its products or services, including all Posts and you will adhere to the following standards: You will comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making: statements that reflect honest beliefs, opinions, and experiences; and clear and conspicuous disclosure about any connection to Kosmic Dust in all Posts.

  1. The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).

  2. FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).

  3. FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf).

  4. FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).

No exceptions, no tolerance for the following:

  • Make deceptive or misleading claims about Kosmic Dust’s products or services or Kosmic Dust’s competitors’ products or services;

  • Make any claims about Kosmic Dust’s products or services or Kosmic Dust’s competitors’ products or services that are not backed up by evidence;

  • Disclose any Confidential Information;

  • Disparage Kosmic Dust or Kosmic Tribes products or services;

  • Engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;

  • Offer for sale or solicit products on behalf of Kosmic Dust;

  • Make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;

  • Post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;

  • Use ethnic slurs, personal insults, obscenity, or other offensive language; or

  • Make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving Kosmic Dust’s consumers or other individuals.

You will adhere to: the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of Kosmic Dust, understanding that any these platforms’ disclosure requirements about any connection to Kosmic Dust do not necessarily satisfy FTC disclosure requirements; and any additional guidelines provided by Kosmic Dust, such as product-specific program requirements and Kosmic Dust’s policies in effect from time to time.

  • You will not create fake followers or engagement on social media platforms, such as:

  • Buying followers

  • using bots to grow audience size by automating account creation, following, commenting, and liking; or

  • post fake sponsored content.

You must clearly and conspicuously disclose the “material connection” with Kosmic Dust, making it clear that you are a paid influencer and have received compensation. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about Kosmic Dust, Kosmic Dust’s brand or Kosmic Dust’s products. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. For the avoidance of doubt, this disclosure is required regardless of any space limitations of the platform (like Twitter), and includes any platform where hashtags for the disclosure (like #ad or #sponsored) can be used. If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform to post about Kosmic Dust.

  • Posts will only make factual statements about Kosmic Dust and Kosmic Dust’s products that are known for certain are true and can be proven or verified. In the Campaign Materials (as defined below), Kosmic Dust will provide you with a list of verified factual statements that may be used in Posts by you.

  • Posts should be authentic and based on your own opinions, beliefs, and experiences; provided, however, that Posts will rely on the Campaign Materials to accurately use the Kosmic Dust trademarks, describe the Campaign, and describe the Kosmic Dust products. Campaign, and describe the Kosmic Dust products.

  • Posts by you will be original and created solely by you.

  • Posts by you will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.

  • Posts by you will not include any person, or personally identifiable information about anyone, other than you unless you receive Kosmic Dust’s prior written approval and has such person(s) at issue sign a release provided by Kosmic Dust.

  • Posts by you will comply with the rules of the applicable social media platforms and each of the provisions set forth in this Schedule B.