Ruya 1996 provides ongoing guidance and updates regarding prohibited uses of your Ambassador Link. Such guidance and updates may be communicated through online platforms designated by the Company and to which you have been invited by a Company representative, including, without limitation, Notion and Discord.
As previously stated, you are required to join any such platforms upon notice that they are being used for the Ambassador Program. You are responsible for reviewing and staying informed of all guidance, policies, and updates shared through these platforms and will be deemed to have knowledge of such materials, whether or not you actively access them or participate in activities announced or conducted through these channels.
Current guidance regarding prohibited uses of your Ambassador Link includes, but is not limited to, the following:
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DO NOT reuse Ruya 1996’s original content, or the original content of another Ruya 1996 creator, for your own purposes.
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DO NOT share your Ambassador Link on public or third-party websites, including but not limited to Reddit, Google, coupon code sites, or deal websites.
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DO NOT bid on Ruya 1996 brand terms through any online advertising platform, including Google Ads.
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DO NOT promote your Ambassador Link on Ruya 1996’s official social media accounts, including its corporate TikTok profile, or on other Ruya 1996 creators’ profiles or posts.
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DO NOT disparage Ruya 1996’s products, advertising content, business practices, employees, or the Company itself (see Paragraph J below).
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DO NOT use inappropriate language or reference controversial or sensitive topics when promoting Ruya 1996.
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DO NOT contact Ruya 1996 moderators regarding orders you have personally placed or orders placed by individuals using your Ambassador Link, as moderators do not have access to individual order details.
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DO NOT message Ruya 1996 employees or representatives through their personal social media accounts.
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DO NOT request information from Ruya 1996 employees, representatives, or live hosts regarding upcoming product drops or restocks, as such individuals do not have access to that information.
FAILURE TO COMPLY WITH THESE TERMS MAY RESULT IN IMMEDIATE TERMINATION OF YOUR AMBASSADOR ACCOUNT AND ALL ASSOCIATED PRIVILEGES, INCLUDING THE FORFEITURE OF ANY UNPAID COMMISSIONS EARNED THROUGH PARTICIPATION IN THE AMBASSADOR PROGRAM.
Ruya 1996 expressly reserves the right, in its sole discretion, to revise or update its policies and practices regarding permitted or prohibited use of Ambassador Links at any time, with or without prior or written notice. Continued participation in the Program following any such modification constitutes acceptance of the revised Terms.
You represent and warrant that: (a) you are eighteen (18) years of age or older; (b) you have the full legal right, authority, and capacity to enter into this Agreement and to fulfill your obligations hereunder; (c) your participation in the Ambassador Program will comply with all applicable laws, rules, and regulations and will not result in a breach of any agreement with any third party; (d) you will not infringe upon, misappropriate, or otherwise violate any intellectual property, proprietary, privacy, publicity, or other rights of any third party in connection with your participation in the Program; and (e) you will not engage in any conduct that is abusive, harassing, defamatory, harmful to reputation, pornographic, indecent, profane, obscene, hateful, racist, misleading, or otherwise objectionable in connection with your participation in the Program.
Ruya 1996 retains sole and exclusive discretion over your participation in the Ambassador Program. Ruya 1996 may terminate or modify these Terms, or terminate or modify your participation in the Program, at any time and for any reason, with or without prior or written notice. Your continued participation in the Program following any such modification constitutes acceptance of the revised Terms.
You acknowledge that you are not entitled to advance or written notice of termination or modification of your participation in the Program, and that Ruya 1996 has no obligation to provide notice prior to the termination or deactivation of an Ambassador Link.
Upon termination or deactivation of your Ambassador Link, Ruya 1996 will provide a final report detailing all commissions earned through the effective date of termination of this Agreement. Any earned commissions will be paid in accordance with Ruya 1996’s then-current payment policies and practices.
Commissions forfeited as a result of a violation of these Terms will not be paid. By participating in the Program, you consent to the forfeiture of such commissions if Ruya 1996 determines, in its sole and exclusive discretion, that a violation of these Terms has occurred.
All provisions of this Agreement that by their nature and intent are meant to survive termination shall survive, including but not limited to Paragraphs E, F, G, H, I, J, and K.
You acknowledge that Ruya 1996 is engaged in ongoing product development and strategic marketing initiatives in connection with its business operations. Accordingly, you agree as follows:
During your participation in the Ambassador Program and at all times thereafter, you shall keep confidential and shall not disclose, use, publish, or reproduce any of the Company’s Proprietary Information (as defined below), except to the extent such disclosure or use is (i) expressly authorized in writing or by email by an officer of Ruya 1996, or (ii) required by applicable law.
For purposes of this Agreement, “Proprietary Information” means any non-public, confidential, trade secret, or other proprietary information, whether tangible or intangible, relating to the actual or anticipated business activities of Ruya 1996 or its ambassadors, including but not limited to product development, marketing strategies, business plans, operations, or any non-public information derived from or related to tasks assigned to you or work performed by you for or on behalf of Ruya 1996 or its ambassadors, whether disclosed before or after the Effective Date.
“Proprietary Information” does not include information that: (i) is or becomes generally known to the public or within the industry through no fault of your own; (ii) is lawfully received from a third party without breach of any confidentiality obligation; or (iii) constitutes your general skills, experience, or knowledge.
You agree to indemnify, defend, and hold harmless Ruya 1996, together with its parent companies, subsidiaries, ambassadors, shareholders, members, managers, officers, directors, employees, agents, and representatives, from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses of any kind, including reasonable attorneys’ fees and legal costs (as incurred), arising out of or related to: (i) any actual or alleged breach of your representations, warranties, or obligations under these Terms; or (ii) your negligence, misconduct, or wrongful acts in connection with your participation in the Ambassador Program.
You may not settle any claim subject to indemnification without the prior written consent of Ruya 1996, which consent shall not be unreasonably withheld, and any permitted settlement must include an unconditional release of Ruya 1996 from all liability.
Ruya 1996 may, at its own expense, participate in the defense of any indemnified claim. In the event of your material failure to timely assume or adequately control the defense of an indemnified claim, Ruya 1996 may, at your expense, assume and control such defense.
Except as expressly permitted under these Terms, you may not issue any press release, news announcement, or other public communication, or otherwise represent or publicize that you are affiliated with or providing services for Ruya 1996, without the Company’s prior written consent.
You agree that you will not, orally or in writing, criticize, disparage, make negative statements about, or otherwise harm the reputation of Ruya 1996, nor will you comment negatively on the Company’s business operations, products, services, employees, practices, procedures, or policies.
Independent Contractors. The parties are independent contractors, and nothing in this Agreement shall be deemed or construed to create, or be intended to create, a partnership, joint venture, employment, or agency relationship between the parties. Each party agrees that it neither has, nor will give the appearance of having, the legal authority to bind or obligate the other party in any way except as expressly provided in this Agreement. You acknowledge and agree that you are not entitled to any company-sponsored benefits (e.g., paid vacation, sick leave, or medical insurance) from Ruya 1996, whether as a contractor or employee, except as required by law. Any taxes imposed on you as a result of activities performed under this Agreement are your sole responsibility.
Assignment. Neither party may assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of the other party. Any attempted assignment, transfer, delegation, or other disposition without such consent is void. Notwithstanding the foregoing, Ruya 1996 may assign its rights or obligations under this Agreement to an affiliate or to a third party acquiring substantially all of its assets or business (by sale, merger, reorganization, or otherwise) without your consent.
Amendments. Ruya 1996 expressly reserves the right to modify these Terms at any time, with or without notice to you. Your continued participation in the Program following any such change constitutes acceptance of the revised Terms.
Arbitration. Any dispute or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved exclusively through binding arbitration in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the arbitrator’s award may be entered in any court with jurisdiction. Each party shall bear its own costs and attorney’s fees.
Governing Law and Venue. These Terms, related documents, and all matters arising out of or relating to the Program, whether in contract, tort, or statute, shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-law provisions. Notwithstanding the Arbitration provision above, any legal action arising from these Terms or the Program must be brought in the federal or state courts located in the City and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objections based on jurisdiction or venue, including forum non conveniens. This Agreement shall be interpreted according to the plain meaning of its terms and not strictly for or against any party.
Severability. If any provision of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be replaced, if possible, with a valid provision that most closely reflects the parties’ original intent, and the remainder of the Agreement shall remain in full force and effect. If no such replacement provision is possible, the invalid or unenforceable provision shall be deemed severable and will not affect the enforceability of the remaining provisions.
No Waiver. Any failure of a party to enforce any provision of these Terms for any period of time shall not be construed as a waiver of such provision or of the party’s right to enforce it thereafter.
Entire Agreement. These Terms constitute the complete and final agreement between the parties regarding the Program and your participation therein, and supersede all prior agreements, understandings, or discussions related to the Program.
Knowing and Voluntary Agreement. By applying to and participating in the Program, you acknowledge that:
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You have carefully read and fully understand all provisions of these Terms.
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You knowingly and voluntarily agree to all conditions, expectations, and obligations set forth in these Terms and agree to be legally bound by them.
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You have been advised in writing to review these Terms and to consult with an attorney if desired.
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To the extent necessary or desired, you have consulted with counsel of your choice or have freely chosen not to do so.