RepNation Content. The contents, advertisements, information and other materials of Company and the RepNation Website, and of all other websites under the Company's control, whether partial or otherwise, such as text, graphics, images, logos, buttons icons, software and other content (collectively, "Company Content" or "RepNation Content") and the compilation (meaning the collection, arrangement and assembly) of all Company Content, are protected under copyright, trademark and other laws. As between You and Company, all RepNation Content is Company’s exclusive property. RepNation and the RepNation logo are trademarks and service marks of Mr Youth. Unauthorized use of RepNation Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in RepNation Content on any permitted copy You make of RepNation Content. You may not sell or modify RepNation Content or reproduce, display, publicly perform, distribute, make derivative works or otherwise use RepNation Content in any way for any public or commercial purpose, unless previously approved in writing by Company. The use of RepNation Content on any other website for any purpose is prohibited. You shall not copy or adapt the code that the Company creates to generate any RepNation Content or the pages making up any RepNation Website, which is code also protected by the Company’s copyright.
The contents, advertisements, information and other materials of any Company client (“Client”) or Client’s Website, and of all other websites under Client’s control, whether partial or otherwise, such as text, graphics, images, logos, trademarks, copyrighted material, button icons, software and other content (collectively, “Client Content”) and the compilation (meaning the collection, arrangement and assembly) of all Client Content, are protected by copyright, trademark and other laws. As between You and Client, all Client Content is Client’s exclusive property. Unauthorized use of Client Content may violate copyright, trademark, and other laws. You must retain all copyright, trademark, servicemark and other proprietary notices contained in Client Content on any permitted copy You make of Client Content.
You may not sell or modify Company Content or Client Content or reproduce, display, publicly perform, distribute, or otherwise use Company Content or Client Content in any way for any public or commercial purpose, unless previously approved in writing by Company or Client (as applicable). The use of Company Content or Client Content on any other website for any purpose is prohibited. For sake of clarity, you are not permitted to use any Company Content or Client Content unless you are given express permission to do so by Company or Client.
By using the RepNation Website, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials. Except as expressly set forth in this Agreement, no license is granted to you and no rights are conveyed by virtue of accessing or using the RepNation Website. All rights not granted under this Agreement are reserved by Company.
Rights to Content Posted by Representatives. Unless otherwise specified, You may only post Content to the Site if you are thirteen (13) years of age or older, provided that should you be less than eighteen (18) years old, your parents or legal guardian have agreed to the terms of this Agreement on your behalf. You may only post Content that you created or which the owner of the Content has given you permission to post. If Content depicts any person other than yourself, You must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company. You may not post or distribute Content that is illegal or that violates this Agreement. By posting or distributing Content to the Site, you represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to the Site and (b) the Content does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate any law or regulation.
By publishing, displaying, or uploading any text, links, photos, video, messages, or other data or information (personal or otherwise) (collectively "Submitted Content" ”) on or to the RepNation Website (including on or to Your profile), You automatically grant, and You represent and warrant that You have the right to grant to Company, an irrevocable, perpetual, non-exclusive, fully paid and royalty-free (meaning that Company is not required to pay You for the use of the Service or the Submitted Content You post) worldwide license to use, copy, perform, display and distribute such Submitted Content and to prepare derivative works of, or incorporate into other works, such Submitted Content, and to grant and authorize sublicenses of the foregoing. You further grant to Company the authority to publicly post Your Submitted Content on or to the RepNation Website, and You represent and warrant that the public posting and use of Your Submitted Content by Company will not infringe or violate Your rights of those of any third party.
Eligibility. You must be 13 years of age or older to join the Service or visit or use the RepNation Website in any manner. If you are over 13 years of age and under 18 years of age, you must have permission from your parent or legal guardian to join the Service and accept these Terms. Company has the right, in its sole discretion, to request parental/legal guardian consent forms at any time from any minors who are under 18 years of age. Minors who are under 18 years of age (but over 13 years of age) may be prohibited from participating in certain activities or events and parental/legal guardian consent may be required in order for minors to participate in other activities or events. By visiting the RepNation Website and accepting the terms of this Agreement, You represent and warrant to Company that You are 13 years of age or older (if over 13 but under 18 that you have permission from parent or legal guardian to visit the RepNation Website and accept the terms of this Agreement), that You have the right, authority and capacity to agree to and abide by the terms of this Agreement, and that You will use RepNation and the RepNation Website solely for Your personal use, in a manner consistent with any and all applicable laws and regulations.
Security Rules. You shall not exceed Your permitted access to the RepNation Website or violate or attempt to violate the security of the RepNation Website, including without limitation, (a) accessing data not intended for You as a representative (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures or using any device, software, or routine to interfere or attempt to interfere with the proper working of any RepNation Website or any activity being conducted on any RepNation Website, (c) attempting to interfere with the availability of any RepNation Website to any representative, host or network, including, without limitation, via means of submitting a virus to any RepNation Website, overloading, “flooding”, “spamming”, “mailbombing” or “crashing” any RepNation Website, (d) utilizing any RepNation Website for the advertising of products or services not authorized by RepNation, (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or (f) using a password or access code not issued to the representative. Further, You agree not to manipulate or fabricate any results or information through use of the RepNation Website or Your participation in a Campaign. Violations of system or network security may result in civil or criminal liability. Company will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in identifying, investigating and/or prosecuting representatives who are involved in such violations.
Term and Termination. This Agreement will remain in full force and effect while You use the RepNation Website and/or are a representative. You may terminate Your membership at any time, for any reason by following the instructions on the “Account Settings” page of the RepNation Website. Company may terminate Your membership for any reason, at any time. Even after Your membership is terminated, this Agreement will remain in full force and effect.
The Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including, but not limited to, deletion of Your account, profile and Submitted Content from the RepNation Website, and the immediate termination of RepNation Services and the services of other RepNation Websites to You, upon any breach by You of the terms of this Agreement or if the Company is unable to verify or authenticate any information You submit to RepNation or any other RepNation Website.
Conflicts of Interest; Non-hire Provision. You represent that You are free to enter into this Agreement and that this engagement does not violate the terms of any agreement between You and any third party. Further, You, in rendering services to Company shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which You did not have a proprietary interest. During the term of this agreement, You shall devote as much productive time, energy and abilities to the performance of services hereunder as is necessary to perform the required services in a timely and productive manner. You are expressly free to perform services for other parties while performing services for Company.
Independent Contractor Status. Company and You acknowledge and agree that Your relationship with Company under this Agreement shall be that of an independent contractor, and You shall hold Yourself out to be an independent contractor of Mr Youth, and You shall at no time represent to any third party that You are an employee of Mr Youth. Nothing in this Agreement shall be construed or considered to create a relationship of employer and employee, principal and agent, partner, joint venturer or any other relationship other than that of an independent contractor between the parties hereto. Accordingly, Mr Youth and You agree that:
- You will be treated as an independent contractor with respect to Your role as a representative under this Agreement for all purposes, including, federal, state, and local tax purposes and for all other purposes. Accordingly, Company shall not withhold or pay over on behalf of You any amounts relating to federal, state or local income taxes, unemployment compensation, workers compensation, social security or other taxes or assessments.
- You shall supply Your social security number to Company for proper reporting of compensation to the Internal Revenue Service.
- If Company is required to file a Form 1099-MISC, which shall report the compensation received by You for serving as a representative of RepNation pursuant to this Agreement, then You will be required to complete and submit a Form W-9 through the RepNation Website. You acknowledge that You shall be solely responsible for the reporting and payment of all federal, state and local income taxes, social security taxes, all federal and state self-employment taxes, and other governmental obligations resulting from the receipt of compensation under this Agreement. You hereby indemnify and save harmless Company from any liability for any taxes, penalties or interest that may be assessed by any taxing authority with respect to compensation received by You as a representative, with the exception of Company's share of social security and Company’s liability for tax treatment of Your work as a representative, if any.
- As an independent contractor, You shall not receive nor be entitled to a salary or any other benefits or privileges Company provides to its employees. You shall have no claim against Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance, or employee benefits of any kind. Since Mr Youth is Your client and not Your employer, You should not list Mr Youth as a past employer for any unemployment insurance claims -- You should list Your previous employer prior to this engagement.
Independent Contractor Engagement. Your engagement with Mr Youth shall be one that is fully understood and acknowledged by both parties to be that of an independent contractor. You will never be asked to perform tasks, duties, or otherwise which will render Your services to be that of an employee. The following outlines Your terms of engagement with Mr Youth. No employees, agents or clients of Mr Youth have the right to engage You in any way otherwise than the specific terms detailed below in connection with the work You perform for Company. If You feel that Your status of an independent contractor has been in any way violated or modified, please cease all work and activities being performed for Mr Youth, LLC and take no further action from Mr Youth representatives and instead promptly e-mail email@example.com for further direction. Although, in no event may You provide Your RepNation username and password to others. You are solely liable for the acts and omissions of any third party with whom you work, including ensuring that any such third party complies with the applicable terms and conditions of this Agreement.
Authorized Use. Text excerpts, diagrams, logos or other information may be quoted within the content of the RepNation Websites, and the respective copyright holders retain their rights to this material.
You may download, view, email, copy and print documents and graphics incorporated in the documents from the RepNation Websites subject to the following: (1) the documents may be used solely for involvement in campaigns or personal and informational purposes; and (2) the documents may not be modified or altered in any way.
The Company’s Liability. The RepNation Website is only a venue and Company is not under any obligation to screen or censor the profiles or Submitted Content of representatives. We are under no legal obligation to, and generally do not, control the Submitted Content or information provided by representatives that is made available through the RepNation Website. As a result, the Company has no control over the truth or accuracy of the information submitted by representatives. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of any profile or Submitted Content of representatives. In addition, note that there are risks, including, but not limited to, the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other representatives with whom You come in contact through Your use of the Service. By its very nature, other people’s information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that You will use caution and common sense when using the RepNation Websites.
Because representative authentication on the Internet is difficult, the Company cannot and does not confirm that each representative is who they claim to be. Because we do not and cannot be involved in representative-to-representative dealings or control the behavior of participants on any RepNation Website, in the event that You have a dispute with one or more representatives, You release the Company (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
Disclaimer of Consequential Damages. In no event shall the Company, its suppliers, or any third parties mentioned on any Company or RepNation Website be liable for incidental, special, consequential or indirect damages of any kind whatsoever in connection with this Agreement and the Service (including lost profits, or damages resulting from lost data or business interruption resulting from lost data or business interruption resulting from the use or inability to use any RepNation Website site and the RepNation Content), whether based on warranty, contract, tort, or any other legal theory, and whether or not the Company is advised of the possibility of such damages.
Limitation of Liability. Company’s maximum liability arising out of or in connection with any RepNation Website or Your use of the Service, or the RepNation Content, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed the greater of (i) the amount paid by Company to You during the past three (3) months or (ii) $100.
Some jurisdictions limit the exclusion of damages or limitation of liability, and as such the above exclusions and limitations may not apply to You. If any part of the exclusions of damages or limitation of liability set forth above is unenforceable under applicable law, Company and its affiliates' aggregate liability will be limited to the maximum extent permitted by law.
Confidentiality. You acknowledge that during Your engagement with Company, You will have access to and become acquainted with various trade secrets, data, inventions, innovations, processes, information, records and specifications owned or licensed by Company and/or used by Company in connection with the operation of its business including, without limitation, Company's business and product processes, methods, customer lists, accounts and procedures (“Confidential Information”) . Further, You acknowledge that during Your engagement with Company, You will have access to and become acquainted with Confidential Information owned or licensed by clients of Company. You agree that You will not disclose any of the aforesaid Confidential Information, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of Your engagement with Company. All RepNation Content, and all similar items relating to the business of Company, shall remain the exclusive property of Company. You shall not retain any copies of the foregoing without Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by Company, You shall immediately deliver to Company any and all such files, records, documents, specifications, information, and other items in Your possession or under Your control and shall not retain any copies.
Representative Disputes. You are solely responsible for Your interactions with other RepNation representatives. Company reserves the right, but has no obligation, to monitor disputes between You and other representatives.
Right To Be Removed From Campaigns. Company reserves the right to remove a representative from any Campaign at any time for any reason.
Contact with Representatives. Company has the right, but not the obligation, to periodically contact representatives with information, updates, and special offers via email. If there are any inaccuracies in such correspondences, Company will not be held responsible.
Polls, Surveys, and Contests. Certain types of Campaigns, specifically, polls, surveys, sweepstakes, and contests, might be available on the RepNation Website for representatives, sponsored by Company, merchants, and/or strategic partners. You will not be required to participate in polls, surveys, sweepstakes or contests in order to use the site or access Your account. Company uses the data collected from these activities to assist it and its merchants, advertisers and strategic partners to provide You better services and products.
Right to Offer Campaigns to Select Representatives. Campaigns will be offered to representatives based on various demographic and psychographic parameters. If You qualify for a Campaign You, as a representative, will have the ability to join the Campaign on the “Join New Campaign” section of Your Home Page on the RepNation Website. You may also be contacted directly via email when a Campaign is launched.
Indemnification. You agree to indemnify, hold harmless and defend Mr Youth, its subsidiaries, affiliates, officers, directors, employees, agents, affiliates, partners, and their respective successors and assigns against any and all claims, counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments, debts, expenses, judgments, losses or other liabilities of whatever kind or nature as they are incurred or threatened (including but not limited to cost of defense, settlement, and reasonable attorneys’ fees), arising from or out of or in connection with the following, without limitation:
- A breach by You of this Agreement or any obligation or covenant in this Agreement, including Your representations and warranties set forth above;
- A violation of any law, rule, regulation, or authority by You in connection with the performance of this Agreement, Your use of the Service or Your involvement in a Campaign;
- Any negligent, reckless or intentional acts or omissions committed by You in connection with the entry into or performance of this Agreement, Your use of the Service or Your involvement in a Campaign; or
- A claim of libel, false advertisement, slander, defamation, copyright infringement, infringement of moral rights, trademark infringement, false designation of origin, disparagement, violation of privacy, publicity, identity or other proprietary rights, violation of patent or shop rights, piracy or plagiarism that arises in connection with Your performance under this Agreement, Your use of the Service or Your involvement in a Campaign.
Right to Injunction. The parties hereto acknowledge that the services to be rendered by You under this Agreement and the rights and privileges granted to Company under the Agreement are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by You of any of the provisions of this Agreement will cause Company irreparable injury and damage. You expressly agree that Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by You. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that Company may have for damages or otherwise. The various rights and remedies provided to Company under this Agreement or otherwise shall be construed to be cumulative, and no one of them shall be exclusive of any other or of any right or remedy allowed by law.
Comments, Complaints and Questions. We welcome Your feedback about the RepNation Website. However, any comments, ideas, notes, messages, suggestions or other communications sent to the RepNation Website shall be and remain the exclusive property of Company, and we may use all such communications in any manner, including reproducing, disclosing and publishing such communications, all without compensation to You.
Should You have any questions or complaints regarding these terms and conditions, please feel free to contact us at firstname.lastname@example.org
Legal Compliance and Applicable Law. You agree to comply with all federal, state, local and foreign laws, rules, regulations and court orders that are applicable to Your use of the RepNation Website and participation in the Campaigns, and not to use the RepNation Website site for any purpose that is contrary to any such laws, rules, regulations or orders. All matters relating to Your access to, and use of, the RepNation Website or any services provided by Company shall be governed by U.S. federal law or the laws of The State of New York. Any legal action or proceeding relating to Your access to, or use of, the RepNation Website, participation in a Campaign or this Agreement shall be instituted in a state or federal court in New York County, New York. You and Company agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
RepNation Code of Conduct. Company requires that all Representatives abide by the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf)(“FTC Endorsement Guides”) and Standards of Conduct set forth by the Word of Mouth Marketing Association (http://www.womma.org/ethics/womma-code-of-ethics). We believe in full transparency and in full, fair and effective disclosures of material facts relating to your relationship with the RepNation Service, Mr Youth and its clients. Per the FTC’s Endorsement Guides, if you are receiving free products, services, payment or other in-kind compensation in exchange for your participation in this Service or in return for promoting a client or its products/services, you must disclose your connection to Company and/or its client. This disclosure should appear in close proximity to any statements you make about a Company’s client’s products or services or the client in general.
Prohibited Actions. In addition to the requirements set forth in the foregoing sections, below is a partial list of the kind of actions that are illegal or prohibited by Company in connection with Your service as a RepNation representative. Engaging in any of these actions by You while serving as a representative of Company and in connection with Your service as a representative may, in the sole and absolute discretion of Company, result in termination of Your membership and Your status as a representative. In addition, we reserve the right to investigate and take appropriate legal action, in our sole discretion, against any representative who violates this provision. Prohibited Actions include, but are not limited to the following actions:
- incites, advocates, or expresses pornography, nudity, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence.
- misrepresents the source of anything You post, including impersonation of another individual or entity.
- provides or create links to external sites that violate the RepNation Terms of Service or Code of Conduct.
- is intended to harm or exploit minors in any way.
- is designed to solicit, or collect personally identifiable information of any minor (anyone under 18 years old), including, but not limited to: name, email address, home address, phone number, or the name of their school.
- invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as passwords, account information, credit card numbers, addresses, or other contact information without their foreknowledge and willing consent.
- is illegal or violates any local and national laws that apply to Your location; including but not limited to child pornography, illegal drugs, copyright material and intellectual property not belonging to You.
- is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason; including on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so.
- intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on Web sites, or servers, including but not limited to spamming.
- attempts to impersonate a RepNation or Mr Youth employee, agent, manager, host, another user, or any other person though any means.
- creates false accounts to join a Campaign under the guise of another person in order to increase chances of earning points or prizes.
- misrepresents personal information to join a Campaign by entering false information into a RepNation profile, or falsely responding to prequalifying questions.
- manipulates or misuses sharing tools or leaderboard technology to earn more points than designated by the Campaign parameters.
- submits false or irrelevant reports and/or photos and/or other user generated content.
Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
Notices and Legal Disclaimer. The RepNation Website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.
The RepNation Content may contain inaccuracies or typographical errors or technical inaccuracies. Company makes no representations about the accuracy, reliability, completeness, or timeliness of any RepNation Website or the RepNation Content. The use of the RepNation Websites and the RepNation Content is at Your own risk. Changes are periodically made to the RepNation Website and may be made at any time.
Information may be changed or updated without notice. Company may also make improvements and/or changes in the products and/or the Campaigns described in this Agreement or on the RepNation Website at any time without notice.
Notice of Copyright Infringement. Pursuant to the Digital Millennium Copyright Act, if you are a copyright owner who believes your copyrighted material has been reproduced, posted, or distributed via our platform in a manner that constitutes copyright infringement, please report the violation to our designated copyright agent by sending written notice by U.S. Mail to 11 West 19th Street, NY, NY 10011, Attn: General counsel, or by e-mail to email@example.com. Please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, Mr Youth will also terminate a user's account if the user is determined to be a repeat infringer.
The terms and conditions set forth above shall constitute the entire understanding between Company and each representative enrolled and participating in a Campaign.
Last updated: November 20, 2013