Be Your Own Brand Program Agreement
Effective 1st November, 2019
This Be Your Own Brand Program Agreement (“BYOB Agreement”) contains the complete terms and conditions that apply to your participation in the IceBurghSociety.com “Be Your Own Brand” Program ("Program"). As used in this BYOB Agreement, “we”, “us” or “IceBurghSociety.com” means IceBurgh Society Entertainment and “you” means the Program enrollee. In this A BYOB Agreement, “Site” refers to IceBurgh's mobile apps and websites, including the website located at and any corresponding foreign domains for such website; “Products” means any item offered for sale on the Site; and “Users” refers to visitors to the Site.
1. Enrollment in the Program
Please see our Help Centre article to learn How to Join the Be Your Own Brand Program. We may discontinue your participation in the Program if we determine (in our sole discretion) that your Products are unsuitable for the Program for any reason, including, but not limited to, Products that:
1. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2. promote illegal activities
3. promote violence
4. promote sexually explicit materials
5. promote materials that violate intellectual property rights, including IceBurghSociety.com’s intellectual property rights
6. include in the site's URL “IceBurghSociety.com” or any other trademark of us or our affiliates, or variations of misspellings of any of such trademarks
7. are primarily dedicated to dissemination of coupons
2. Order Processing
We will process Product orders placed by Users who follow the Links provided by IceBurghSociety.com. We reserve the right to reject orders that do not comply with our IceBurghSociety.com User Agreement or any other requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment, including, among other things, order entry, payment processing, shipping, cancellations, returns, and related customer service. We will track the volume and amount of sales generated by your Products and will make unaudited reports, summarising this sales activity, available to you upon request to email@example.com. The form, content, and frequency of the reports may vary from time to time in our discretion.
3. Payment Terms
For Payment Terms, please see the IceBurghSociety.com User Agreement.
4. Policies and Pricing
Customers who buy products through this Program will be deemed to be customers of IceBurghSociety.com (“Customers”). Accordingly, all IceBurghSociety.com rules, policies, and operating procedures concerning customer orders, customer service, and product sales apply to those customers. We may change our policies and operating procedures at any time and will notify you by posting a notice on the Site or sending you an email notice. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you already have listed, you may not include price information in your Product descriptions. We will try to present accurate information, but we cannot guarantee the availability or price of any particular Product.
5. Identifying Yourself as an Associate
You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Be Your Own Brand Agreement (including by expressing or implying that IceBurghSociety.com supports, sponsors, endorses, or contributes money to any charity or other cause). You agree that you will comply with all rules, laws and regulations in promoting your Products, and you agree that you will comply with all rules and regulations with respect to advertising, promoting and endorsing the Products.
6. Non-Exclusive Limited License and Use of IceBurghSociety.com Logos and Trademarks
Subject to the terms of this Be Your Own Brand Agreement and the IceBurghSociety.com User Agreement, we grant you a limited, non-exclusive, non-transferable, revocable, non-sublicensable right to use any of our (i) trade names, trademarks or any other intellectual property rights; or (ii) graphic images, text or any other of our images (including but not limited to images of your Products) for which we grant express permission (collectively, “Licensed Materials”), solely for the purpose of identifying your Products as a Program participant and to assist in generating Product sales. You are only entitled to use the Licensed Materials to the extent that you are a member, in good standing, of the Program, and you agree to comply with IceBurghSociety.com’s published trademark guidelines.
7. Non-Exclusive Limited License and Use of Associate Logos and Trademarks
You grant us a non-exclusive license to utilize your names, titles and logos, and trademarks (collectively, “Associate Trademarks”), to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to advertise, market, promote or publicize your Products or any of your Associate Trademarks. You hereby represent and warrant that you are the sole and exclusive owner of the Associate Trademarks and/or have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. You agree to indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorneys' fees and expert witness fees) relating to any breach of the above representations and warranties. The license in this Section 7 shall terminate upon the effective date of the expiration or termination of this Be Your Own Brand Agreement. This license will also terminate should IceBurghSociety.com, in its sole discretion, terminate your account and use of our Site and any related programs.
8. Responsibility for Your Products
You are responsible for the development, promotion and marketing of your Products. We have no responsibility for the development, promotion and marketing of your Products. You also are responsible for ensuring that materials posted on IceBurghSociety.com do not violate or infringe upon the rights of any third party (including, without limitation, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on IceBurghSociety.com are not libelous or otherwise illegal. You must have express permission to use another party’s copyrighted or other proprietary material. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of any applicable law, rule, regulation, order judgment or decree. You will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys’ fees and expert witness fees) relating to the development, operation, maintenance, and contents of your Products.
9. Term of the Be Your Own Brand Agreement
The term of this Be Your Own Brand Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Be Your Own Brand Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice for us to terminate this Be Your Own Brand Agreement. If this Agreement is terminated because you have violated the terms of this Be Your Own Brand Agreement or if this Be Your Own Brand Agreement is terminated because your Products violates any content restrictions set forth in Section 1, you are not eligible to receive any payments, even for payments earned prior to the date of termination. If this Be Your Own Brand Agreement is terminated for any other reason, you are only eligible to earn commissions on sales occurring during the Term of the Be Your Own Brand Agreement. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid by the Customer to us.
We may modify any terms or conditions contained in this Be Your Own Brand Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, and/or the posting on the Site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Be Your Own Brand Agreement. Modifications may include, but are not limited to, payment procedures, and Programme rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS BE YOUR OWN BRAND AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM, FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SITE OR RECEIPT OF AN EMAIL NOTICE OF THE CHANGE, WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
11. Relationship of Parties
You and IceBurghSociety.com are independent contractors, and nothing in this Be Your Own Brand Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. IceBurghSociety.com exercises no control over you other than the ability to limit or terminate your ability to use the Site. You will not make any statement that reasonably would contradict anything in this Section. You hereby grant us the right to issue press releases relating to the Program and the fact that you are a member of the Program, without seeking your prior consent.
We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (“Confidential Information”). For purposes of this Be Your Own Brand Agreement, “Confidential Information” shall include, but not be limited to, any modifications to the terms and provisions of this Be Your Own Brand Agreement made specifically for your Products and not generally available to other members of the Program, Site, business and financial information relating to IceBurghSociety.com and its Customers; vendor lists relating to IceBurghSociety.com; and pricing and sales information for IceBurghSociety.com and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the Term of this Be Your Own Brand Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranty of merchantability, fitness for a particular purpose or freedom from patent, infringement of any third party rights, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person’s use of the information.
If IceBurghSociety.com asks you for clarification or for more information on any orders or clicks that we (in our sole discretion) suspect may be in violation of this Be Your Own Brand Agreement, Program and/or Policies, we expect that you will respond in a timely and honest manner. The following responses (collectively, “Violations”) constitute violations of the Program: (i) if you are not forthcoming, intentionally vague or are found to be lying; (ii) if you are not responsive within a reasonable time period or after multiple attempts to contact you using information listed in your account; or (iii) if you cannot substantiate or validate the source of your traffic to the Program with clear and demonstrable proof. In the event of a Violation, IceBurghSociety.com reserves the right, in its sole discretion, to do any or all of the following: (a) reverse orders; (b) suspend you from the Programme for the period or orders in question; or (c) suspend you from the Program entirely. We understand that Violations may be the result of automated processes; however, it is incumbent upon each Associate to ensure that it has appropriate checks and balances in place to proactively address these issues and adhere to Program rules.
You agree to indemnify, defend and hold harmless IceBurghSociety.com, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including attorneys’ fees and costs) of any nature whatsoever incurred or suffered by us (collectively the “Losses”), in so far as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim or threatened claim that our use of the Associate Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; (iii) or any claim related to your Products; or (iv) any unauthorized use of image links, text links or other artwork or materials supplied to you by us.
15. Independent Investigation
YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.