Welcome to WAVEE! Thanks for joining our Affiliate program.
These following terms and conditions apply to individuals who are accessing or using the Program both as a merchant (“we” or “merchant”) and an affiliate (“you” or “affiliate”) who refers customers to use product or service from the merchant.
By participating in the Program, Affiliate agrees to use the Program in the manner specified in, and are bound by, these Terms and Conditions. If you do not agree to these Terms and Conditions in their entirety you are not authorized to register as an Affiliate or participate in the Program in any manner.
1. Services. Subject to the terms and conditions of this Contract, the Client hereby appoints Brand Ambassador as a non-exclusive brand ambassador to perform certain services in connection with the Client, including demonstration of consistent support and promotion of the Client’s products (the “Products”) on various social media platforms: Twitter, Facebook, Instagram, and Snapchat (“Social Media Platforms”). The list of Social Media Platforms may be updated from time to time by the Client in its sole discretion, and the Client will provide Brand Ambassador with written notice of any such change.
2. Compensation. In consideration of the full performance of Brand Ambassador’s services as described herein, the Client shall compensate Brand Ambassador as set forth in the attached Exhibit A. Brand Ambassador understands and acknowledges that this is the sole compensation for the services described in this Contract and that no additional compensation will be granted. The compensation described in Exhibit A may be modified by the Client from time to time in its sole discretion, provided that any such modification will be on a go-forward basis from the effective date of any such change. the Client will provide Brand Ambassador with 30 days notice of any such change.
3. Relationship of the Parties. Brand Ambassador is an independent contractor. The relationship between the Client and Brand Ambassador shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Brand Ambassador will not be considered an employee for purposes of any the Client employment policy or any employment benefit plan, and Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan. Brand Ambassador is responsible for the payment of its own taxes and insurance. Nothing contained herein shall in any way restrict or otherwise be deemed to prohibit the Client from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing or licensing any Products or other electronic devices or software to any other party, or from entering into a similar arrangement with any other party.
4. Trademarks, Ownership. Brand Ambassador acknowledges that the Products and any derivatives thereto are covered by patent, copyright, and other intellectual property rights owned or licensed by the Client. Brand Ambassador may use the Client’s trade names, trademarks and service marks as provided to Brand Ambassador from time to time (the “Marks”) in the Territory on a non-exclusive basis only during the term of this Contract and solely for display or advertising purposes in accordance with this Contract. Marks shall inure to the exclusive benefit of the Client. Brand Ambassador acquires no right to any such Marks. Brand Ambassador further agrees: (i) Brand Ambassador will follow the Mark guidelines of the Client; (ii) Brand Ambassador will not challenge the validity of the Client’s Marks (whether currently in existence or additional Marks) at any time; and (iii) Brand Ambassador will not attempt to register the Client’s Marks in any jurisdiction. No rights or licenses with respect to Product or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Contract and all such rights are hereby expressly reserved by the Client and its licensors.
Brand Ambassador acknowledges that all documentation, any inventions and ideas, written material orother property, tangible or intangible, arising out of or resulting from Brand Ambassador’s performanceof the services provided hereunder, including without limitation all photographs, images, themes, materials,and designs developed, created and/or provided by Brand Ambassador (“Work”) is owned by the Client, for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a “work made for hire” and that the Client shall be deemed the author of the Work for copyright purposes. In the eventthat any Work is deemed not to be a work made for hire, Brand Ambassador hereby assigns and transfersall right, title, ownership and interest therein, presently known or hereafter ascertained, including, but notlimited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues andextensions thereof) throughout the world, without any restrictions as to use, to the Client. The Client mayreproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/orotherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media nowknown or hereafter developed (including without limitation in the Social Media Platforms, or any othersocial media website or applications), worldwide, in perpetuity, royalty-free and without restriction of anykind. Brand Ambassador acknowledges the ownership and validity of the Client’s copyrights, brands,trademarks, trade dress and patent rights, whether or not created by or contributed to by Brand Ambassador.
5. Likeness. Brand Ambassador grants to the Client the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Brand Ambassador and to display, reproduce, distribute, publish, exhibit and use in any other way Brand Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information and any other information or attribute identifying or otherwise associated with Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, including any text, image and/or other creative elements that may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for the Client, the Work, and the Products in all media now known or hereafter developed (including without limitation in the Social Media Platforms and other social media websites or applications).
6. Representations, Warranties and Obligations. Brand Ambassador shall not make any warranties with respect to the Products to any third party. Brand Ambassador represents and warrants that: (i) it will act in a timely manner with a high degree of professionalism and behave in a legal, ethical and business-like manner, (ii) Brand Ambassador will present the Products in a truthful and sincere manner and will not engage in any activity or action that may damage the Client’s reputation or the reputation of its Products, (iii) Brand Ambassador’s Likeness and all Work provided hereunder are new and original to Brand Ambassador and do not infringe the intellectual property rights, privacy rights, or publicity rights of any third party; (iv) Brand Ambassador has the full and unrestricted right and authority to enter into and perform this Contract and to grant the rights granted herein; (v) Brand Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Contract, including without limitation, any the Client policies (such as the privacy policy and trademark usage policy); (vi) Brand Ambassador has no commitments or obligations inconsistent with this Contract; (vii) the Work will not contain any disparaging, pornographic, defamatory and/or illegal material. Brand Ambassador agrees and understands that during the term of this Contract, Brand Ambassador shall not provide services to any competitor without prior written consent from the Client. Brand Ambassador will not promote the Products through unsolicited or spam emails.
7. Release and Indemnity. Brand Ambassador hereby irrevocably and unconditionally releases, discharges, indemnifies and holds harmless the Client , its registered trade names and affiliates, and the irrespective officers, directors, employees, agents, assignees, designees and licensees (together, the “the Client Parties”), from and against all actions, claims, demands, causes of action, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees) of any kind whatsoever, in law or equity, whether known or unknown, foreseen or unforeseen, arising at any time out of and/or directly or indirectly relating to the use of the Work and/or Brand Ambassador’s Likeness and/or any breach or alleged breach of any of the terms of this Contract or breach of any warranty or representation hereunder.
8. Confidential information. During the term of this Contract, Brand Ambassador will regard any information provided to it by the Client as confidential (“Confidential Information”). Brand Ambassador will not disclose the Client’s Confidential Information to any third party without the prior written consent of the Client, nor make use of any of the Client’s Confidential Information except in its performance under this Contract. Information will not be deemed Confidential Information hereunder if such information is known prior to receipt from the Client without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Contract. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to the Client, and the Client may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
9. Term and Termination. This Contract will last for one (1) year (the “Initial Term”), after which such Contract may be renewed for successive one year terms (each a “Renewal Term”) upon mutual Contract by the parties. The Initial Term and any Renewal Term(s) shall collectively be referred to as the “Term”. The Contract may be terminated only (i) upon 30 days written notice by either party, as a result of breach of the other party where such breach is not cured during the 30 day notice period; or (ii) upon 30 days written notice by the Client, for any reason or no reason. Notwithstanding anything else in this Contract to the contrary, the Parties agree that Sections 3-11 shall survive any termination or expiration of this Contract.
10. Waiver of Damages. In no event shall either party have any liability to the other party for any special, consequential, incidental, multiple, punitive or other indirect loss or damages, or for any loss of profits, business opportunity or goodwill, arising out of this contract. The Client’s total, cumulative liability for any and all claims and damages under this Contract, whether arising by statute, contract, tort or otherwise, will not exceed the amounts paid hereunder during the twelve (12) month period immediately preceding the event giving rise to the claim.
11. Miscellaneous. This Contract supersedes and cancels any previous Contracts or understandings, whether oral, written or implied, heretofore in effect between the Parties and sets forth the entire Contract between the Parties. No modification or change may be made in this Contract except in writing as signed by each Party. This Contract shall be governed by and construed in accordance the laws of the Province of Ontario, Canada. Neither the 1980 United Nations Convention on Contracts for the International Sale of Goods nor the United Nations Convention on the Limitation Period in the International Sale of Goods will apply to this Contract or any transaction under it. This Contract may not be assigned by Brand Ambassador without written consent from the Client . This Contract shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, successors and permitted assigns. The waiver by either Party of any right hereunder or the failure to enforce at any time any of the provisions of this Contract, or any rights with respect thereto, shall not be deemed to be a waiver of any other rights hereunder or of any breach or failure of performance of the other Party. If, under applicable law or regulation, any provision of this Contract is invalid orunenforceable, or otherwise directly or indirectly affects the validity of any other material provision(s) ofthis Contract (such invalid or unenforceable provision, a “Severed Clause”), this Contract shall endureexcept for the Severed Clause.
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