Midnight Moon
Ambassador Agreement

 

Last Updated October 10, 2024

 
Piedmont Distillers Inc. dba Midnight Moon (“Midnight Moon”) is engaged in the business of formulating, manufacturing, marketing and selling alcoholic beverages and branded apparel and accessories (collectively, “Products”). Midnight Moon desires to retain you as a Midnight Moon® Brand Ambassador, subject to the terms and conditions set forth below.

Assuming that Midnight Moon accepts your application to become a Midnight Moon® Brand Ambassador, this Agreement between Midnight Moon and you (this “Agreement”) contains the complete terms and conditions that apply to (1) your participation as a Midnight Moon® Brand Ambassador, and (2) the establishment of links from your Brand Ambassador website to Midnight Moon’s website, https://midnightmoonshine.com.
 

  • Definitions Customer: The user sent to Midnight Moon’s website via your Brand Ambassador link. You: The Midnight Moon® Brand Ambassador candidate who will be advertising links/promotions of Midnight Moon® Products from his or her Brand Ambassador website to Midnight Moon’s website.

  • Enrollment in the Midnight Moon Brand Ambassador Program You must first submit a complete Midnight Moon® Brand Ambassador Program application. Midnight Moon will evaluate your application and will notify you of your acceptance or rejection in three (3) to five (5) business days. You agree that Midnight Moon may reject your application if it determines (at its sole discretion) that your site is unsuitable for the Midnight Moon® Brand Ambassador Program for any reason. If Midnight Moon rejects your application, you are welcome to reapply to the Midnight Moon® Brand Ambassador Program at any time.

  • Term and Termination If Midnight Moon accepts your application, the term of this Agreement shall commence immediately upon Midnight Moon’s acceptance of your application and shall continue until the Agreement has been terminated by either party. Either party may terminate this Agreement without cause. You agree to provide thirty (30) days’ advance written notice to Midnight Moon of your termination of this Agreement. Midnight Moon may terminate this Agreement immediately without advance notice. Upon termination by Midnight Moon, Midnight Moon may (i) immediately suspend, limit or terminate your access to any Midnight Moon account, and (ii) instruct you to cease all promotional activities or make clarifying statements, upon which instruction you agree to immediately comply.

  • Material Disclosures and Compliance with Federal Trade Commission (“FTC”) Guidelines The FTC has clearly defined best practices for affiliate marketers, and you must comply with these practices while performing your duties as a Brand Ambassador. Download and review the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising: https://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, and the FTC’s Disclosures 101 for Social Media Influencers: https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf  When publishing posts/statuses about Midnight Moon or Midnight Moon’s Products or services on your website, social media, video format or any other medium, you must clearly disclose that you are a Midnight Moon® Brand Ambassador and your “material connection” to Midnight Moon, including that you were given any consideration, were provided with certain experiences or are being paid for a particular service. The above disclosure should be clear and prominent and made near any statements that you make about Midnight Moon or Midnight Moon’s products. This disclosure is required regardless of any space limitations of the medium (e.g., Twitter), where the disclosure can be made via Hashtags, e.g., #sponsored. Your statements should always reflect your honest and truthful opinions and actual experiences. You should only make factual statements about Midnight Moon or Midnight Moon’s Products that you know for certain are true and can be verified. You must not misrepresent yourself as a “typical result” or as a “typical customer” when you promote Midnight Moon® Products. You must be transparent and authentic. You agree to avoid sites or use verbiage making medical claims regarding Midnight Moon’s Products or services (i.e., “the curing or recession of a disease or ailment”).

  • Exclusive Promotion Your promotion of Midnight Moon is exclusive to Midnight Moon during the term of this Agreement, and you will not work for or promote the moonshine products of a competitor or other company. You may compare Midnight Moon’s Products to those of a competitor but may not promote a competitor’s products in any way in your posts.

  • Conduct All blog posts, social media statuses, tweets and/or comments should be in good taste and free of profane or inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, national origin, disability, sexual orientation, physical disability or age. To that end, you agree to avoid sites that promote in any way (i) sexually explicit material or violence; (ii) discrimination based on race, gender, religion, national origin, sexual orientation, physical disability or age: (iii) illegal activities; and (iv) hate speech or hate of any kind. You agree to act professionally and positively when promoting Midnight Moon’s products, to maintain the highest ethical standards and to avoid even the appearance of impropriety.

  • Spam You agree that you will not utilize spam, or send junk or unqualified traffic, in promoting Midnight Moon and Midnight Moon® Products. This includes twitter spam and social media spam. Doing so will result in the immediate termination of your account with a cancellation of any pending commissions. You will also be held in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by Midnight Moon. Any service interruptions to Midnight Moon’s website as a result of spamming will be billed to you at $500 per hour until service is restored. For purposes of this Agreement, spam is defined as emailing anyone regarding Midnight Moon, in bulk or by single mailing, who has not specifically requested the information directly from you. Any type of advertisement about Midnight Moon posted to a newsgroup or chat room not sponsored by the Midnight Moon® Brand Ambassador program is considered spam. An exception to this definition is mailing to appropriate opt-in mailing lists when the source does the mailing on your behalf. However, you must use extreme caution when choosing an opt-in mailing list company. Using anything but the most reputable sources could generate spam complaints against Midnight Moon or the Midnight Moon® Brand Ambassador Program, resulting in your suspension or termination. You may include information about Midnight Moon in email acknowledgement messages for orders and inquiries that you receive so long as it is stated up front that you will be sending them an acknowledgement.

  • Coupon Code and Sites You must not post personal coupon codes on any coupon code sites or forums or on any Midnight Moon social media advertisements, promotions or any other Midnight Moon® Brand Ambassador pages, posts or groups. To do so is in violation of this Agreement, which will disqualify you from receiving your commissions and may result in your suspension or termination from the Midnight Moon® Brand Ambassador Program. Midnight Moon reserves the right to disable any code that is found or promoted on any coupon code site, including Reddit or any other social media forum dedicated to coupon codes and discounts.

  • Compensation You will earn a commission of 5% on any completed orders for alcohol products made by Customers using the tools provided to you by Midnight Moon to make those orders, such as promo codes, store links and sampler links. You will be paid via ACH or Check once your earnings reach $100.00. If you earn more than $100.00, then you will be paid via ACH or Check on the fifteenth of each month for the previous month’s earnings. If your only purpose in joining the Midnight Moon® Brand Ambassador Program is to obtain the benefits without following the guidelines, you will be dismissed from the program, and further actions may be taken. Midnight Moon tracks and reconciles every sale. Midnight Moon also tracks and records every individual who receives any of the incentives provided by Midnight Moon.

  • Promotion of the Midnight Moon® Brand Ambassador Relationship As a Midnight Moon® Brand Ambassador, Midnight Moon will make available to you resources (each of these resources sometimes being referred to herein as “Resources” or, individually, as a “Resource”) and banners, which, subject to the terms of this Agreement, you may display as often and in as many areas on your site as you desire and with Midnight Moon’s consent. The Resources will serve to identify your site as a member of the Midnight Moon® Brand Ambassador program and will establish a Resource from your site to the Midnight Moon site. Subject to the terms of the clause below, Midnight Moon will provide you with graphic images or text provided by us (and subject to change from time to time at Midnight Moon’s sole discretion). These Resources will connect your site directly to Midnight Moon’s site. By utilizing these Resources, users of your site will be able to order directly from Midnight Moon any Products that were described or referenced on your site. You agree that Midnight Moon may update, edit, modify and add its logo to any photos that you send to Midnight Moon. It is your responsibility to obtain approval from the photographer before you send the photos to Midnight Moon. In utilizing the Resources, you agree that you will display on your site only those graphic images (indicating a Resource) that are provided by us, or that you create in good taste as determined by Midnight Moon. All Resources may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of Midnight Moon and you. You agree that each Resource connecting users of your site to the pertinent area of the Midnight Moon site will in no way alter the look, feel or functionality of Midnight Moon’s site.

  • Market Confusion You agree to refrain from using Midnight Moon in your Instagram username. Written approval from Piedmont Distillers’ Chief Executive Officer is required to do so.

  • Midnight Moon’s Responsibilities Midnight Moon is responsible for providing all information necessary to allow you to make appropriate links from your site to the Midnight Moon® site. Midnight Moon is solely responsible for processing every order placed by a customer following a special link from your site, for tracking the volume and number of sales generated by your site and for providing you information regarding sales statistics. Midnight Moon is responsible for order entry, payment processing, shipping, cancellations, returns and related customer service.

  • Your Legal Responsibilities You agree to comply with the FTC guidelines and marketing regulations referenced above and with Midnight Moon’s Brand Ambassador Social Media Policy. You are solely responsible for ensuring that reviews, descriptions and articles on your site comply with applicable FTC disclosure, copyright and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. You agree that Midnight Moon is not responsible for any such violations on your part as contemplated herein. For additional information regarding your responsibility to ensure proper FTC disclosures and to comply with all FTC guidelines, please visit the FTC website.

  • Compliance with this Agreement Midnight Moon has the right in its sole discretion to monitor your site at any time to determine if you are following the terms of this Agreement. Midnight Moon will monitor for FTC compliance to ensure that your disclosures are adequately added and that you are complying with FTC guidelines. You are expected to comply with all FTC guidelines.

  • Contest and Promotions You are entitled to participate in and promote on your site any sweepstakes, contests and special promotions that Midnight Moon may offer. You may earn commissions that are derived only from offers and promotional tools provided explicitly by Midnight Moon for use on your site. The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this Agreement and your removal as a Brand Ambassador.

  • Giveaways Midnight Moon is not responsible for the cost, shipping or promotion of your personal giveaways. You are responsible for the purchase, shipping and advertising of items for your personal giveaways.

  • SMS Consent You agree to receive text messages from Midnight Moon at the number that you provide to Midnight Moon when you apply to become a Midnight Moon® Brand Ambassador. Message and data rates may apply. Message frequency varies. You can unsubscribe afterward at any time by replying STOP to cancel. View Piedmont Distillers’ Privacy Policy.

  • Report of Sales You will be given a username and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.

  • Policies and Pricing Customers who buy Midnight Moon’s Products through Midnight Moon® Brand Ambassador Program codes will be deemed to be customers of Midnight Moon. Accordingly, all of Midnight Moon’s rules, policies and operating procedures concerning customer orders, customer service and sales will apply to those customers. Midnight Moon may change its policies and operating procedures at any time. For example, Midnight Moon will determine the prices to be charged for its Products sold under the Midnight Moon® Brand Ambassador Program in accordance with its own pricing policies. Midnight Moon’s prices and Product availability may vary from time to time. Because price changes may affect Products that you already have listed on your site, you should update pricing often or not include price information in your Product descriptions.

  • Publicity You will not make any personal appearances or create, publish, distribute or permit any written material that refers to Midnight Moon without first submitting such material to Midnight Moon and obtaining Midnight Moon’s written consent.

  • Licenses and Use of Midnight Moon’s Logos and Trademarks Midnight Moon GRANTS YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS ITS SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE ITS LOGOS, TRADE NAMES, TRADEMARKS AND SIMILAR IDENTIFYING MATERIAL RELATING TO Midnight Moon (COLLECTIVELY, THE “LICENSED MATERIALS”), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE FOR Midnight Moon. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE Midnight Moon® BRAND AMBASSADOR PROGRAM. You shall not make any specific use of any Licensed Materials for purposes other than selling Products on your site for Midnight Moon, without first submitting a sample of such to Midnight Moon and obtaining the prior written consent of the Midnight Moon® Brand Ambassador Program manager. Midnight Moon reserves all of its rights in the Licensed Materials and of its other proprietary rights. Midnight Moon may revoke your license at any time by giving you written notice of the revocation.

  • Promotion of Products on Prohibited Sites Promotion or sale of Midnight Moon® Products through Google Shopping, Amazon, eBay, or other product listing ads or sites (either owned or not owned by you) is prohibited unless express written permission is provided by Midnight Moon.

  • Confidentiality and Non-Disclosure Midnight Moon may disclose certain of its confidential and proprietary information (the “Confidential Information”) to you. Confidential Information shall include all data, materials, products, production methods, proprietary vendors, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, training materials and other information disclosed or submitted, orally, in writing or by any other media, to you by Midnight Moon. All Information disclosed orally shall be considered Confidential Information, unless identified as non-confidential by Midnight Moon at the time of disclosure. Nothing herein shall require Midnight Moon to disclose any Confidential Information to you. You agree that any Confidential Information disclosed to you by Midnight Moon will not be shared with others in person, by email, through social media and in any other manner or through any other medium. You agree that Information provided to you by Midnight Moon will not be photographed, recorded or reproduced in any way on social media. This includes but is not limited to Midnight Moon® Brand Ambassador training material, e-mail correspondence and written correspondence. You agree that the Confidential Information is confidential and proprietary to Midnight Moon, and that you shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of the business of Midnight Moon and shall disclose it only to its officers, directors, or another Midnight Moon Brand Ambassador with a specific need to know and only disclosed as instructed by Midnight Moon. You will not disclose, publish or otherwise reveal any of the Confidential Information received from Midnight Moon to any other party whatsoever except with the specific prior written authorization of Midnight Moon. You shall not duplicate Confidential Information furnished in tangible and intangible form except for purposes of this Agreement. Upon the request of Midnight Moon, you shall return all Confidential Information received in written or tangible form, including any information copies, or reproductions, taken from MidnightMoonshine.com, within fifteen (15) days of such request. If you disclose, publish, or otherwise reveal any information, media or idea from Midnight Moon or MidnightMoonshine.com you agree to pay $5,000 to Midnight Moon as and for liquidated, estimated and stipulated damages, to be paid within thirty (30) calendar days. At your option, you may destroy any documents or other media developed by you containing Confidential Information. You shall provide a written certificate to Midnight Moon regarding such destruction within ten (10) days thereafter. You may not at any time disclose any sales, financial figures, costs or profit with anyone within Midnight Moon or outside of it without the written consent of Midnight Moon. This includes but is not limited to sales figures, sales tracking methods, customer counts, company growth, incentive programs and sales contests or events. Disclosing such information to another Midnight Moon® Brand Ambassador or an external party will be considered a material breach of this Agreement and subject you to damages, injunctive relief and reimbursement of Midnight Moon’s attorneys’ fees and costs. The obligations of confidentiality herein shall be effective immediately from the date of this Agreement and will continue indefinitely. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment or seizure procedures, whether initiated by or against you, nor by the rejection of any agreement between Midnight Moon and you, by your trustee in bankruptcy or by you as a debtor in possession or the equivalent of any of the foregoing under local or federal law.

  • Non-disagreement You will not, during the term of this Agreement or at any time thereafter, make disparaging statements, in any form, either orally or in writing, about Midnight Moon’s officers, directors, agents, representatives, employees, affiliates, partners, brand and products.

  • Independent Contractor You are retained as an independent contractor of Midnight Moon. You acknowledge and agree that (i) you are solely responsible for the manner and form by which you perform under this Agreement, and (ii) you are a self-employed individual. You are responsible for the withholding and payment of all taxes and other assessments arising out of your performance of services, and you are not entitled to participate in any employee benefit plans of Midnight Moon.

  • Non-Compete You agree not to directly or indirectly compete with Midnight Moon and its affiliates during the term of this Agreement for a period of one (1) year following termination of this Agreement, notwithstanding the cause or reason for the termination of this Agreement. The term “non-compete” as used herein shall mean that you shall not own, manage, operate, consult with, officially represent or be employed by or in a business substantially similar to or competitive in any way with Midnight Moon, its affiliates or such business activities of Midnight Moon in which Midnight Moon may substantially engage during the term of this Agreement and for a period of one (1) year following termination of this Agreement.

  • Non-Solicitation of Customers You agree not to solicit or attempt to solicit, directly or indirectly, for any purpose that is not in the interest of Midnight Moon, any customers of Midnight Moon with which you have had any contact, during the term of this Agreement and for a period of two (2) years following termination of this Agreement, notwithstanding the cause or reason for the termination of this Agreement. You agree that at no time after the termination of this Agreement that you will solicit any of Midnight Moon’s Products or services or promote Midnight Moon’s codes to any of Midnight Moon’s customers.

  • Limitation of Liability To the fullest extent permitted by applicable law, you understand and agree that Piedmont Distillers Inc. and Midnight Moon shall not be liable to you for any direct, indirect, consequential, incidental, special, punitive or exemplary damages, including lost profits, arising out of or in connection with this agreement or your participation in or inability to participate in the program (however arising, and regardless of the theory of recovery), even if we have been advised of the possibility of such damages. Further, our total liability to the ambassador arising out of or in connection with this agreement and the program will not exceed one hundred dollars ($100.00).

  • Governing Law and Jurisdiction This Agreement shall be governed and construed in accordance with the laws of the United States and the state of North Carolina. In the event of any conflict, the laws of North Carolina will govern. You consent to the jurisdiction of the District Courts for Guilford County, North Carolina and the U.S. District Court for the District of North Carolina for any dispute arising out of this Agreement. You agree that in the event of any breach or threatened breach by you, Midnight Moon may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect Midnight Moon against any such breach or threatened breach and reimbursement of Midnight Moon’s attorneys’ fees and costs.

  • Entire Agreement You represent and agree that no promise, inducement, or agreement other than as expressed herein has been made to you and that this Agreement is fully integrated, supersedes all prior agreements and understandings and any other agreement between Midnight Moon and you, and contains the entire agreement between Midnight Moon and you.

  • Modification No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission of any party to this Agreement, occurring subsequent to the date hereof may be deemed an amendment or modification of this Agreement unless reduced to writing and signed by the parties hereto or their respective successors or assigns. This Agreement is binding upon and will insure to the benefit of the parties, their successors, subsidiaries, affiliates and personal representatives. I acknowledge that I have read and fully agree to the terms of this Agreement.