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Last Updated: August 16, 2023
Please read these terms and conditions (“Agreement”) carefully before you submit an application for the Revolve Ambassador Program (“Program”). This Agreement is entered into by and between you (“you” or “your” or “Ambassador”) and Eminent, Inc. d/b/a Revolve the owner of www.revolve.com, and FWRD, LLC, the owner of www.fwrd.com (each of which are collectively referenced in this Agreement as “Revolve” or “we” or “our” or “us).” The websites located at www.revolve.com and www.fwrd.com, and all sales channels in connection therewith (e.g. mobile apps, etc.), are each individually referenced as a "Website" and collectively, the "Websites" in this Agreement. The purpose of the Program is to promote the bona fide sale of products from the Websites (“Products”) by End Customers (hereinafter defined).
Please read the following terms carefully:
BY CLICKING “Submit Application,” YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR PARTICIPATION IN THE PROGRAM, YOU AGREE TO BE BOUND BY, THIS AGREEMENT, INCLUDING REVOLVE’S PRIVACY POLICY, OUR AMBASSADOR GUIDELINES, THE TERMS OF SERVICE (LOCATED AT https://www.revolve.com/termsofuse AND https://www.fwrd.com/fw/content/customercare/termsofuse) (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO PARTICIPATE IN THE PROGRAM. THESE TERMS CREATE A BINDLING LEGAL AGREEMENT BETWEEN YOU AND REVOLVE.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 18 of the Terms of Service (located at https://www.revolve.com/termsofuse/), you agree that disputes arising under this Agreement, will be resolved BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING this agreement, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this Agreement (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury. (See Section 10 below)
By applying or participating in the Program, you attest that you are a natural person (i.e., an individual human being as opposed to an organization or entity otherwise created by operation of law) at least 18 years old or the age of majority in your state or country (whichever is older). By participating in the Program, you agree to be bound by this Agreement and the Terms of Service (located at https://www.revolve.com/termsofuse/ and https://www.fwrd.com/fw/content/customercare/termsofuse/), each of which is incorporated herein by reference and constitutes a legally binding contract between you and us regarding your participation in the Program. Please also read the Privacy Policies available at https://www.revolve.com/privacypolicy and https://www.fwrd.com/fw/content/customercare/privacy/ for information about how we collect, use, and disclose your personal information.
Your participation in the Program is expressly conditioned upon your compliance with this Agreement and with all present and future terms, regulations, policies and procedures that we may, in our discretion, adopt from time-to-time. You will be given notice of any changes to the Terms and given the right to opt out in the event you do not agree to accept such changes.
We reserve the right to suspend or terminate this Agreement (or you as an Ambassador), modify this Agreement or the Program, withhold payments, and take any other action we believe is necessary or appropriate for any violations of this Agreement at any time, in our sole discretion. Employees of Eminent, Inc., Alliance Apparel Group, Inc., FWRD, LLC, and each of their respective licensees, parent companies, subsidiaries, affiliates, suppliers, advertising and promotional agencies, and immediate family members (herein defined as spouse, parents, siblings, or children and each of their respective spouses, regardless of residence, and any person living in such a person's household, whether related or not) are not eligible to participate in the Program.
1. AMBASSADOR PROGRAM ELIGIBILITY AND ENROLLMENT REQUIREMENTS
You must complete and apply on the Website to become an Ambassador (“Ambassador Application”) and update us with any changes to your application or contact information. This Agreement will commence upon the date that we accept your application (in our sole discretion) (“Effective Date”). You must include all website and/or social media accounts you intend to use for the Program in your Ambassador Application. Only websites and social media accounts specified in your Ambassador Application, or otherwise approved by us, may participate in the Program. We may deny your Ambassador Application for any reason. All notices from us will be provided to you at the contact information submitted on your Ambassador Application. You must have an active account in good standing on our Website in your name and keep all information for that account accurate and up to date.
PROMOTIONS
YOUR OBLIGATIONS
You are responsible for creating and posting any materials you use to advertise and promote our brands and the Products and for linking to the Websites via the Trackable Links (collectively, “Ambassador Advertising Materials”). You are solely responsible for the Ambassador Advertising Materials, including the accuracy of the materials, and for ensuring that all Ambassador Advertising Materials you publish do not violate any law or infringe upon the rights of any third party.
By participating in the Program as an Ambassador, you also agree to the following:
Your Ambassador Advertising Materials must not:
If we determine in our sole discretion that any of your Ambassador Advertising Materials violate this Agreement, we reserve the right to require you to edit or delete such advertising. You must edit or delete such advertising immediately, but in no event any later than twenty-four (24) hours after we notify you.
4. LICENSE AND USE OF REVOLVE INTELLECTUAL PROPERTY
When you are accepted as an Ambassador, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to: (a) use the Trackable Links solely in accordance with the terms of this Agreement; and (b) solely to use our trademarks and logos and marketing assets provided by us to you (collectively, “Intellectual Property”) for the purpose of promoting our brands, the Websites, and the Products. You agree to include the appropriate symbols and ownership attributions whenever you use our Intellectual Property.
You must not:
Your use of our Intellectual Property in any manner other than permitted in this Agreement shall constitute a breach of this Agreement and unlawful infringement of our Intellectual Property. We reserve all of our rights in our Intellectual Property. We may revoke the license granted hereunder at any time, and this license will terminate upon expiration or termination of this Agreement.
By creating any Ambassador Advertising Materials, you grant us a worldwide, non-exclusive, fully paid right and license to host, store, transfer, display, perform, reproduce, modify, and distribute such content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. We will pay you a Commission for sales generated through advertising containing the Ambassador Advertising Materials within the seven (7) days following such dissemination. All such payments shall be calculated through our tracking systems and determined in our sole discretion. By creating and submitting Ambassador Advertising Materials to us or publishing or disseminated Ambassador Advertising Materials, you represent and warrant that you have the rights to grant this license to us and that our use and dissemination of the Ambassador Advertising Materials does not violate any law, rule, regulation, or the rights of any third party.
5. TERM AND TERMINATION
This Agreement shall begin on the Effective Date and shall end when terminated by us or you. Either you or we may terminate this Agreement at any time, with or without cause. To terminate this Agreement, you must email [email protected]. We may disable the Trackable Links or terminate your participation in the Program or this Agreement, or terminate or change the Program or this Agreement, at any time and for any reason. Any changes to this Agreement are effective upon posting on the Website, or when we otherwise notify you by e-mail or a separation notification. Please check this Agreement periodically for changes. Your continued participation in the Ambassador Program following any changes to this Agreement means that you accept and agree to those changes. Upon termination of this Agreement, you shall immediately stop all use of and delete all Trackable Links, stop using our Intellectual Property, and stop promoting our products and services. Notwithstanding the foregoing, any Commissions due to you that accrued to you prior to termination of this Agreement will be paid to you notwithstanding the termination of this Agreement, subject to any setoff or deductions arising from your material breach of this Agreement or any Terms.
6. DISCLAIMERS
The Program is provided “as is” and “as available.” We make no express or implied warranties or representations with respect to the Program or the amounts you will earn from the Program. We do not represent that the Program or the Trackable Links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or downtime, including Commissions during this period.
7. RELATIONSHIP OF THE PARTIES
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You agree not to make any statement or take any action inconsistent with this relationship.
8. LIMITATION OF LIABILITY
We will not be liable for indirect, special, incidental, punitive, or consequential damages, loss of revenue, profits, or data, in connection with this Agreement or your sale of any of our Products. Without limiting this, our total liability to you, for any cause of action, will not exceed the total Commissions paid or payable to you under this Agreement during the 3-month period immediately preceding the event allegedly giving rise to such liability.
9. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Eminent, Inc. d/b/a Revolve and FWRD, LLC and our parents, subsidiaries, and affiliates, and each of their respective directors, officers, managers, employees, agents, shareholders, partners, members, owners, and assigns, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) any alleged failure or breach of this Agreement by you; (b) any misuse by you (or a party under your reasonable control or obtaining access through you) of the Trackable Links or our Intellectual Property; (c) your negligence or willful misconduct; (d) your violation of any law, rule or regulation; or (e) your infringement of any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
10. GOVERNING LAW; DISPUTES
All disputes arising hereunder shall be resolved pursuant to Section 19 of the Revolve Group, Inc. Terms of Service. Thus, this Agreement is governed by the laws of the State of California without regard to conflict of law principles. You and we submit to binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules for resolution of any dispute. This agreement will be governed by the Federal Arbitration Act, and the arbitrator has exclusive authority to resolve any Dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. YOU AND WE AGREE TO RESOLVE ANY AND ALL DISPUTES, CLAIMS OR CONTROVERSIES BETWEEN US ON AN INDIVIDUAL BASIS, AND THAT ANY SUCH CLAIMS WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT ON BEHALF OF, OR AS PART OF, ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU AND WE AGREE NOT TO PARTICIPATE IN ANY CONSOLIDATED, CLASS, OR REPRESENTATIVE PROCEEDING (EXISTING OR FUTURE) BROUGHT BY ANY THIRD PARTY RELATED TO THIS AGREEMENT OR THE PROGRAM.
11. ASSIGNMENT; WAIVER
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. However, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce strict performance of any provision of this Agreement shall not constitute a waiver of our right to enforce such provision or any other provision of this Agreement.
These brand ambassador guidelines (“Brand Ambassador Guidelines” or “Policy”) apply to all influencers, endorsers, ambassadors, or talent (each an “Ambassador”, “you” or “your”) who post, promote, or share content on behalf of Eminent, Inc. dba Revolve Clothing (“Revolve”, “we” or “us”), regardless of the medium or channel. This includes whether Revolve engages you through the promise of compensation, free products or services, or sweepstakes/contest entries. All Social Media Posts must comply with these Brand Ambassador Guidelines.
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