"The Sprout Bunch" Ambassador Program Terms & Conditions
Effective Date of Current Policy: April 1st, 2022
Please read these brand ambassador terms and conditions very carefully before accepting to become a Sprout Organics brand ambassador.
By accepting these terms (as further defined herein), you expressly agree to be bound by, and strictly adhere to, all of the terms and conditions of this brand ambassador agreement between yourself (on behalf of yourself or the business that you represent) and Sprout Foods, inc. (“Sprout”). These terms will govern your relationship with Sprout and your participation in the Sprout brand ambassador program (the “Program”). If you do not agree or do not understand any of the terms and conditions contained herein, please do not accept the terms. If at any time you no longer wish to be bound by these terms, you must immediately provide written notice to Sprout. As used in these terms, “ambassador”, “you” or “your” shall mean the individual who wishes to be a brand ambassador for Sprout, and his/her employees, agents, business affiliates, and permitted successors and assigns. Ambassador and Sprout may be referred to hereinafter individually as a “party” or collectively as the “parties”.
By accepting these Terms and participating in the Program, Ambassador agrees as follows:
If selected by Sprout, you will become a brand ambassador for the Sprout brand and for the products offered and sold by Sprout (“Products”). Your performance as Sprout ambassador is subject to these brand ambassador terms and conditions, and any separate agreement Sprout may require you to execute as well as any Sprout policies, standard operating procedures or guidelines provided to you from time to time (collectively, the “Terms”).
To become a Sprout brand ambassador, you must meet the following eligibility criteria:
You have read, understand, and agree to be bound by the Terms;
You are eighteen (18) years of age or older;
You are a resident of the United States;
You have read all Product warning labels and guidelines;
You and any minors residing with you have no medical condition or allergy that prevents you from consuming any of the Products;
You maintain and actively use your own personal account on at least one form of social media, including Facebook, Instagram, and YouTube, which have been approved by Sprout (collectively, “Approved Media”). Your accounts on Approved Media are referred to as “Accounts”;
You are in good standing with the Federal Trade Commission (the “FTC”); and
You are in compliance with all FTC guidelines, including but not limited to the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Guides”) and the terms and conditions of these Terms.
Sprout reserves the unconditional right to accept or deny any brand ambassador who applies to be a Sprout brand ambassador.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AMBASSADOR
Ambassador represents and warrants that:
Ambassador has the power and authority to enter into these Terms;
Ambassador is not a party to any agreement or subject to any law that restricts Ambassador’s performance of Ambassador’s obligations hereunder;
Ambassador possesses all legal authorizations, permits and licenses necessary for the conduct of Ambassador’s obligations hereunder;
Ambassador has the right to assign the Content (as defined herein) to Sprout, as further set forth herein and, the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person; and
Ambassador covenants and agrees as further provided herein, to market, promote and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances.
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Ambassador shall use its best efforts to market and promote the Sprout brand and any Sprout Products and/ services on your Accounts (the “Services”), subject to the terms and conditions contained herein.
Ambassador shall perform the following Services:
- Create and post photo and video content promoting Sprout’s brand, Sprout’s Products and/or services and/or any related campaign at least once a month, or as Sprout may request (“Content”). For avoidance of any doubt, Content shall include any and all content, photos, videos, pictures, writings, or any other work product that Ambassador creates as part of the Services or otherwise related to the work Ambassador does for Sprout.
- Share and promote your unique promo link or discount code (the “Promo Code”) to encourage your followers to purchase Sprout Products.
Communicate, network and/ or collaborate with other social media influencers and brand ambassadors, Sprout’s social media followers and customers, and any other individuals requested by Sprout, to promote the Sprout Products.
· Promptly respond to communications from Sprout representatives in text, email, phone or any other form.
- Participate in any educational and training programs presented.
Ambassador agrees that Sprout may post, re-post, embed, upload, and otherwise re-use any of your Content at any time, without compensation other than what is provided in the Terms. You acknowledge and agree that you are responsible for:
- Any and all activity undertaken in connection with your participation in the Program;
- Ensuring at all times, compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third party websites, platforms or applications, including by making disclosures in accordance with the FTC’s Guides as further provided herein, in rendering the Services and each applicable campaign;
- Conducting yourself at all times with the highest degree of professionalism, providing the Services with commercially reasonable skill and care in a competent and professional manner, behaving in a legal, ethical and business-like manner and maintaining the highest standards of integrity, honesty and responsibility in your dealings with Sprout, its staff, customers, followers and representatives;
- Presenting and demonstrating Sprout Products in a positive, truthful and sincere manner and not engaging in any activity or action that may damage or be harmful to the reputation, goodwill or interest of Sprout, any of Sprout’s Products and/or services or, any of its associates, employees, directors, officers, agents, partners or affiliates and will not commit any act which brings Sprout into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of Sprout’s competitors or the general community to which Sprout’s advertising materials are directed, or which might tend to harm Sprout or any of Sprout’s Products and/or services including, without limitation, disparaging Sprout or any of Sprout’s Products and/or services;
Not using Sprout’s name, or any trademarks, copyrighted materials, or other Sprout Intellectual Property of Sprout in any advertising, social media, or in literature other than material published by Sprout, without first obtaining the express written permission of Sprout; and
RESTRICTIONS / PROHIBITIONS
Ambassador agrees and understands that if any Content posted by or associated with Ambassador is deemed offensive, inappropriate or used incorrectly, that Ambassador will be deemed, at the sole discretion of Sprout, ineligible to participate in the Program. Ambassador will then be disqualified from receiving any commission, recognition, communication or compensation from Sprout. Ambassador will also be terminated in the event it takes any of the following actions, each a material breach of the Terms:
- Makes any representations or warranties on behalf of Sprout, other than the ones contained in Sprout’s Brand Partership Guide, marketing, and promotional information (under no circumstances should Ambassador make any unsubstantiated claims, including but not limited to claims that the Sprout Products are intended to diagnose, treat, cure or prevent any disease);
- Fails to comply with any of the Terms;
- Promotes Sprout Products through unsolicited or spam emails or otherwise violates any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
- Engages in, promotes, links or contributes to, or creates a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to Sprout in Sprout’s sole discretion;
- Transmits messages or images inconsistent with the positive images and/ or good will with which Sprout wishes to associate;
Engages in, promotes, or contributes to any activity, software, or materials that may divert commissions from other participants in the Program;
Engages in, promotes, or contributes to any illegal activity or violates Sprout’s or any third party’s legal rights, and/ or intellectual property rights;
- Engages in “spam” advertising, sends unsolicited commercial email, posts commercial messages to any forum that prohibits such messages, or engages in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable in Sprout’s sole discretion;
Generates or sends any email messages using or containing Sprout’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without Sprout’s express prior written permission;
· Uses Sprout’s banners, brand name, logos, trademarks, likeness, images, and videos, on its own website(s), thus creating market and customer confusion;
- Creates or links to a website that copies, resembles, has the look and feel of or creates the impression that it is the Sprout website or any other platform of Sprout;
- Reads, intercepts, records, redirects, interprets or fills in the contents of any electronic form or other materials submitted to Sprout by any person or entity;
- Uses any promotional coupon or code that is not provided to Ambassador by Sprout for the Program, or runs any ad with any of Sprout’s URLs offering brand ambassador commissions;
- Sells or re-sells any of the Sprout Products, or offers a cash incentive or discount on Sprout Products as a means of promotion;
- Uses own credit card to purchase Products for a customer or another brand ambassador, or places a product order using someone else’s credit card without the credit card owner’s written permission;
- Engages in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of Ambassador’s followers, “likes” or other indicators of Ambassador’s audience or reach on any applicable Approved Media;
- Creates more than one (1) unique Promo Code to fraudulently inflate commissions;
- Modifies price information regarding Sprout’s Products or offers on Ambassador’s own website;
- Creates, links to or hosts any type of shopping cart between Sprout’s website and Ambassador’s own website; or
Takes any action (or fail to take an action), that is deemed to be unsuitable to Sprout, in its sole discretion.
Sprout reserves the right to preview Ambassador’s Content from time to time upon request and reserves the right to request changes to and/or removal of Content in its sole discretion. Sprout has the right to monitor Ambassador’s Accounts at all times to ensure compliance with the Terms. Sprout may notify you of any changes to your Content or Accounts that Sprout feels should be made. Without limitation to Sprout’s rights as stated herein, Sprout may terminate your participation in the Program if you do not make any changes to Your Account that Sprout feels are necessary or appropriate. Sprout reserves the right to terminate your participation in the Program immediately and without notice to you should Sprout suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, Sprout shall not be liable to you for any commissions for such fraudulent sales.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, Ambassador must include a disclaimer with all Content Ambassador shares publicly stating your “material connection” to Sprout and the fact that you have been compensated or otherwise incentivized to post the Content (e.g. the fact that your post is “sponsored by Sprout Organics” (#SproutOrganicsPartner)). Such disclosure must be made in close proximity to any statements that Ambassador makes about Sprout or Sprout’s Products and must comply with any instructions or directions provided by Sprout and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC Guides. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. Further, under no circumstances shall Ambassador obscure, delete, modify or in any way alter the required FTC approved language. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.
Note that while Sprout may provide required disclosures and recommended promotional verbiage, Sprout shall not be responsible for any failure by Ambassador to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by Ambassador to obtain all third party clearances and permissions with respect to Content Ambassador posts.
If Ambassador fails to make the required disclosures, such failure shall be deemed a material breach of the terms that is not capable of cure and shall result in immediate termination, without any compensation or commissions or liability to ambassador.
In consideration of the Services provided by Ambassador and the rights granted to Sprout with respect to the Content, as further provided herein, Ambassador will be compensated as follows:
- 15% net commission on all sales by third parties generated using your affiliate link or promo code, subject to change by the Company at any time.
Commissions will not be paid based on any sales or amounts for any reorders of customers attributed to spam, credit card fraud, unauthorized use of your affiliate link or promo code, unauthorized use of Sprout’s trademarks, copyrights, logos or other intellectual property or returned Product. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount owed to Ambassador and any subsequent payment. Commissions are counted and final numbers are deemed final at the sole discretion and decision of Sprout. Sprout also reserves the right to change the frequency and dates of the commission payout.
Ambassador should clearly advise followers/customers to use the Ambassador’s affiliate link or promo code to purchase Sprout Products in order for Ambassador to receive commission. While Sprout makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, Sprout is not responsible nor shall be held liable for any technical difficulties, outside events, actions by other ambassadors, or other uncontrollable events that may disrupt or interfere with Sprout’s ability to track sales or pay commissions. Sprout has the right to pay commissions to any other person, at its discretion.
Ambassador is solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with Ambassador’s commissions paid hereunder. Sprout reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
Ambassador will be able to track commissions and expected payout through their Dovetale platform portal. Sprout will pay out ambassador commissions on a monthly basis for each previous month’s earnings via PayPal.
INTELLECTUAL PROPERTY RIGHTS
Ambassador’s Content and Attributes. For the Services which Ambassador is providing under these Terms, and without limiting Sprout’s ownership of the Sprout Intellectual Property (as defined below) as provided herein, Ambassador hereby grants Sprout the irrevocable, sublicenseable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and in any and all media, including and without limitation, on Sprout’s owned or controlled websites and platforms, social media, any advertising materials, publications, marketing materials, and/or presentations, and in any and all other media, in perpetuity. Content, including any statements, comments, posts and/or feedback that Ambassador provides may be paraphrased, amplified, shortened and/or put into conversational form.
Ambassador acknowledges that participation in the Services means Sprout has the irrevocable right to use Ambassador’s Content and include ambassador’s name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and any other indicia or other Ambassador attributes in any manner that Sprout determines supports the purposes of these Terms, including use in any media that accepts advertising or promotional content or communications.
Ambassador’s Rights to Sprout Intellectual Property and Sprout Platforms. Sprout hereby grants Ambassador, a non-exclusive, non-transferable, revocable, limited license to use and display Sprout’s trade name(s), logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “Sprout Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by Sprout. Ambassador acknowledges Sprout’s exclusive right, title and interest in and to the Sprout Intellectual Property and the goodwill pertaining thereto, that any use of the Sprout Intellectual Property by Ambassador does not create any ownership, license or other right or interest in or to the Sprout Intellectual Property by Ambassador except as specifically set forth herein and that all use of the Sprout Intellectual Property by Ambassador shall inure to the benefit of Sprout. Ambassador agrees that it shall not, challenge, or assist in any challenge to, the validity or exclusivity of Sprout’s ownership of the applicable Sprout Intellectual Property.
Further, Sprout and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (“Sprout Platforms”). Ambassador agrees not to:
copy, rent, lease, sell, distribute, or create derivative works based on the Sprout Platforms in whole or in part, by any means, except as expressly authorized in writing by Sprout;
· use any Sprout Intellectual Property without prior written permission;
· use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the Sprout Platforms or systems;
- use the Sprout Platforms in any manner that damages, disables, overburdens, or impairs any of Sprout’s websites or interferes with any other party’s use of the Sprout Platforms;
- attempt to gain unauthorized access (or exceed any authorized access) to the Sprout Platforms;
- access the Sprout Platforms other than through the Sprout interface; or
- use the Sprout Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.
EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE SPROUT PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPROUT DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SPROUT PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Third Party Licenses. Ambassador shall be solely responsible for obtaining, in a form acceptable to and approved in writing by Sprout, any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights holders with regard to third party content incorporated into the Content by Ambassador, as necessary for Sprout to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to Sprout all license and publicity rights necessary for Sprout to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Ambassador will provide Sprout with copies of such consents upon its written request.
TERM AND TERMINATION
The term of these Terms shall begin upon Sprout’s acceptance of you as a brand ambassador and will end when terminated by either Party in writing (the “Term”). The Terms may be terminated by Sprout immediately at any time, with or without cause, upon Sprout’s written notice to Ambassador; and by Ambassador upon thirty (30) days written notice by Ambassador to Sprout. In the event of cancellation or termination by Ambassador for any reason or by Sprout for a breach by Ambassador, in addition to the termination rights hereunder, Sprout shall be entitled to recover all costs (including attorney’s fees) in the enforcement of Sprout’s rights hereunder and, if Ambassador shall have been paid in advance, Sprout shall be entitled to a refund of any fees advanced to Ambassador; or, as applicable, Ambassador shall waive all rights it has hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. Sprout may terminate these Terms and all other agreements between Sprout and other brand ambassadors if Sprout elects to cease business operations, dissolve Sprout or terminate its business. Upon the termination of these Terms, all limited licenses granted to Ambassador hereunder shall cease and you shall cease to hold yourself out as brand ambassador of Sprout.
The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.
Sprout may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Sprout’s Confidential Information includes, without limitation, all non-public or proprietary information and Sprout Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the Sprout Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that Sprout is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all Sprout Intellectual Property. You further agree that you will not, and will cause any employees and other agents to not, use Sprout’s Confidential Information for the benefit of anyone other than Sprout. You agree not to use Sprout’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or Sprout’s Intellectual Property would cause substantial and irreparable harm and injury to Sprout’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, Sprout shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
In providing the Services to Sprout, you acknowledge and agree that your relationship with Sprout is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and Sprout. You are solely responsible for all of your own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that Sprout will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend Sprout against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. Ambassador agrees to at all times defend, indemnify and hold harmless Sprout (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/ or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend Sprout as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by Sprout in connection with any such claim.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPROUT OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO AMBASSADOR OR ANY THIRD PARTY CLAIMING THROUGH AMBASSADOR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL SPROUT’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AMBASSADOR PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Disclaimer. SPROUT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SPROUT’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY SPROUT OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY SPROUT, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, SPROUT MAKES NO REPRESENTATION THAT THE OPERATION OF ANY SPROUT WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND SPROUT IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances. The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party. Sprout may modify these Terms at any time and its sole discretion. These modifications may include, but not limited to changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with Sprout. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change. Ambassador may not subcontract or otherwise assign, transfer or delegate any of its rights, duties or obligations under these Terms. Sprout may assign, transfer or delegate its rights, duties and obligations hereunder to any third party acquirer of the business of Sprout, and following such an assignment, transfer and delegation, Sprout shall have no further duties or obligations hereunder. The Agreement shall be governed in accordance with the laws of the State of New York and subject to the exclusive jurisdiction of the federal or state courts located in New York City, New York. All claims, disputes, or causes of action under these Terms, must be brought in an individual capacity, and shall not be brought as a class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.