Terms of Service

Welcome to the Urban Tech Movement Ambassador Program ("Program"). These Terms of Service ("Terms") constitute a legally binding agreement between you ("Partner," "you," or "your") and Urban Tech Movement, Inc. ("Company," "we," "us," or "our") governing your participation in the Program.

By applying to or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not participate in the Program.

The Program allows individuals to promote and sell our products and services in exchange for commissions and other benefits as outlined in these Terms. These Terms apply to all activities related to your participation in the Program, including but not limited to promotion, marketing, sales, and customer interactions.

We reserve the right to modify these Terms at any time. Any modifications will be effective immediately upon posting the updated Terms on our website. Your continued participation in the Program after such modifications constitutes your acceptance of the modified Terms.

To participate in the Program, you must meet the following eligibility requirements:

• Be at least 21 years of age or the age of majority in your jurisdiction, whichever is higher;
• Have a valid government-issued identification;
• Have a valid tax identification number or social security number;
• Have a valid bank account or other approved payment method;
• Reside in a jurisdiction where the Program is available;
• Have not previously been terminated from the Program for violations of these Terms;
• Not be employed by or affiliated with a direct competitor of the Company;
• Complete all required training and onboarding procedures;
• Pass any background checks required by the Company; and
• Comply with all applicable laws, regulations, and these Terms.

The Company reserves the right to reject any application or terminate any Partner's participation in the Program at any time for any reason, including but not limited to failure to meet or maintain these eligibility requirements.

By applying to the Program, you represent and warrant that you meet all eligibility requirements and that all information provided in your application is true, accurate, and complete. You agree to promptly notify the Company of any changes to your eligibility status or application information.

As a Partner in the Program, you agree to:

3.1 Compliance with Laws and Regulations

Comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to consumer protection laws, advertising laws, data privacy laws, and tax laws. You are solely responsible for ensuring your compliance with all applicable laws and regulations.

3.2 Ethical Conduct

Conduct yourself in an ethical and professional manner at all times. You agree not to engage in any deceptive, misleading, illegal, or unethical practices, including but not limited to false advertising, misrepresentation of products or services, or harassment of potential customers.

3.3 Brand Representation

Accurately represent the Company, its products, and the Program. You agree not to make any claims or representations about the Company, its products, or the Program that are not expressly authorized by the Company. You must clearly identify yourself as an independent Partner and not as an employee or official representative of the Company.

3.4 Marketing and Promotion

Use only marketing materials and methods approved by the Company. You agree to use only the marketing materials provided by the Company or materials that have been explicitly approved by the Company in writing. You must not modify approved materials without prior written consent.

3.5 Non-Exclusivity

Acknowledge that your participation in the Program is non-exclusive. The Company may appoint other Partners in your geographic area or market segment, and you may represent other companies, provided they are not direct competitors of the Company.

3.6 Reporting

Provide accurate and timely reporting of your activities as required by the Company. This may include sales reports, customer information, and other data necessary for the proper administration of the Program.

4.1 Commission Calculation

Commissions are calculated based on the net sale amount, which is the total sale price minus taxes, shipping, returns, refunds, chargebacks, and any other applicable deductions. Commissions are earned only when a sale is final and payment has been received from the customer.

4.2 Commission Payment

Commissions are paid on a weekly basis for all sales that have been finalized during the previous week. Payments are made via direct deposit to the bank account you have provided. A minimum payment threshold of $25 applies; if your earned commissions do not reach this threshold, they will be carried over to the next payment period.

4.3 Bonuses and Incentives

The Company may offer additional bonuses and incentives from time to time. These may include performance bonuses, recruitment bonuses, and special promotional incentives. The terms and conditions of any such bonuses or incentives will be communicated separately.

4.4 Commission Adjustments

The Company reserves the right to adjust commission rates with 30 days' notice. Any changes to commission rates will apply only to sales made after the effective date of the change. The Company also reserves the right to adjust or reclaim commissions for returns, refunds, or fraudulent transactions.

The Company's intellectual property is a valuable asset that must be protected. This section outlines your rights and restrictions regarding the use of the Company's intellectual property.

5.1 License Grant

The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Company's trademarks, logos, product images, and marketing materials (collectively, "Company IP") solely for the purpose of promoting the Company's products and services in accordance with these Terms and any guidelines provided by the Company.

5.2 Restrictions

You agree not to:

• Modify, alter, or create derivative works of any Company IP without prior written consent;
• Use Company IP in a manner that is misleading, deceptive, or that could cause confusion as to your relationship with the Company;
• Use Company IP in a manner that disparages or discredits the Company or its products;
• Register or attempt to register any trademarks, domain names, or social media accounts that include or are confusingly similar to any Company IP;
• Challenge or assist others in challenging the Company's rights in the Company IP;
• Use Company IP after termination of your participation in the Program.

5.3 Ownership

You acknowledge that the Company owns all right, title, and interest in and to the Company IP, and your use of Company IP will not create any right, title, or interest in or to the Company IP in your favor. All goodwill generated from your use of Company IP will inure solely to the benefit of the Company.

5.4 User-Generated Content

If you create any content in connection with the Program, such as social media posts, videos, or blog articles (collectively, "User Content"), you grant the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, distribute, and display such User Content in connection with the Program and the Company's business.

5.5 Compliance with Guidelines

You agree to comply with any brand guidelines, style guides, or other instructions provided by the Company regarding the use of Company IP. The Company may update these guidelines from time to time, and you agree to comply with any updated guidelines.

This section outlines the conditions under which your participation in the Program may be terminated and the consequences of such termination.

6.1 Termination by Partner

You may terminate your participation in the Program at any time by providing written notice to the Company. Termination will be effective upon receipt of your notice by the Company.

6.2 Termination by Company

The Company may terminate your participation in the Program:

• Immediately and without notice for any violation of these Terms, including but not limited to violations of the Partner Obligations or Intellectual Property Rights sections;
• Immediately and without notice if you engage in any conduct that, in the Company's sole discretion, is harmful to the Company's reputation, business, or interests;
• With 30 days' notice for any reason or no reason at all;
• Immediately if you become ineligible to participate in the Program for any reason;
• Immediately if you become inactive for a period of 90 consecutive days, defined as no sales or promotional activities.

6.3 Consequences of Termination

Upon termination of your participation in the Program:

• You must immediately cease all promotion and marketing activities related to the Program;
• You must immediately cease all use of Company IP;
• You must return or destroy all confidential information and materials provided by the Company;
• You will receive commissions only for sales that were completed prior to the effective date of termination;
• You will forfeit any commissions for sales that are not yet completed as of the effective date of termination;
• You will forfeit any future team commissions, regardless of when the underlying sales were made;
• You must not solicit any customers or other Partners for a period of 12 months following termination.

6.4 Survival

The following sections will survive termination of your participation in the Program: Intellectual Property Rights, Confidentiality, Liability Limitations, Dispute Resolution, and any other provisions that by their nature should survive termination.

This section outlines the limitations on liability between you and the Company.

7.1 Disclaimer of Warranties

THE PROGRAM AND ALL MATERIALS PROVIDED BY THE COMPANY ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, THAT OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROGRAM WILL BE CORRECTED.

7.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE PROGRAM SHALL NOT EXCEED THE AMOUNT OF COMMISSIONS PAID TO YOU DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

7.3 Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or relating to:

• Your violation of these Terms;
• Your violation of any rights of any third party;
• Your promotion or marketing activities;
• Any misrepresentation made by you; or
• Your violation of any law or regulation.

7.4 Independent Contractor Status

You are an independent contractor and not an employee, agent, partner, or joint venturer of the Company. You have no authority to bind the Company in any manner. You are solely responsible for your own actions and those of any employees or agents you may hire. You are not entitled to any employee benefits from the Company.

This section outlines the procedures for resolving disputes between you and the Company.

8.1 Informal Resolution

Before initiating any formal dispute resolution procedure, you agree to first contact the Company and attempt to resolve any disputes informally. Please send a detailed description of your concern to the contact information provided in Section 9.

8.2 Mandatory Arbitration

If informal resolution is unsuccessful, any dispute, controversy, or claim arising out of or relating to these Terms, the Program, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration. The arbitration shall be conducted by a single arbitrator in accordance with the rules of the American Arbitration Association (AAA) then in effect.

The arbitration shall take place in San Francisco, California, and shall be conducted in the English language. The decision of the arbitrator shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

8.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

8.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

8.5 Governing Law

These Terms and any dispute arising out of or related to these Terms or the Program shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule.

If you have any questions, concerns, or feedback regarding these Terms or the Program, please contact us using the information below:

For urgent matters outside of regular support hours, please email sales@pufferyco.com, and a representative will respond as soon as possible.

We strive to respond to all inquiries within 24 business hours. For specific questions about your account, commissions, or sales, please include your Partner ID in all communications.