We Share SuccessTerms & Affiliate Agreement
We Share Success Ltd.
2 Alexandra Gate, Suite A 18
Cardiff, CF24 2SA, United Kingdom
This Agreement is between you (“you” or “MEMBER” or
“Affiliate”) and WSS. “WSS” means the “We Share Success Ltd.”with a
registered office at2 Alexandra Gate, Suite A 18, Cardiff, CF24 2SA,
United Kingdom. In order to participate in the affiliate program, you
must first agree to these terms. MEMBER understands and agrees that WSS
has the right, at its sole discretion, to accept or deny the entry of
the MEMBER into the program based on the MEMBER's application. The
effective date of this Agreement is the date upon which WSS accepts
MEMBER's entry into the program (the “Effective Date”). You represent
and warrant that you have the necessary and full right, power,
authority, and capability to accept these terms and to perform your
obligations hereunder. You can accept the terms by signing and
clicking to agree to these terms at the bottom of this website. You
may not participate in the affiliate program and may not accept the
terms if (a) you are not at least 14 years old, or (b) you are not of
legal age in your jurisdiction to form a binding contract with WSS, or
(c) you are a person barred from participating in the affiliate program
under the laws of the United States or other countries including the
country in which you are resident or from which you participate in the
affiliate program. You may not participate in the affiliate program if
you do not accept these terms. By accepting the terms, you agree as
follows:
WSSowns, programs, edits and operates or controls a network of
Web sites “WSS Web Sites”, primarily offering free services, premium
services and eCommerce. MEMBER desires to use and promote the WSS Web
Sites and WSS desires to compensate Affiliate for such usage and
promotion by compensating MEMBER on a monthly basis, all subject to the
terms and conditions set forth in this Agreement.
1. Obligations
(a) General. Affiliate shall use and promote the WSS Web Sites in accordance with this Agreement.
(b) Affiliate Links. WSS will make
links available which provide a path to a specific page on one of the
WSS Web Sites such that, when clicked on, will cause a user to be
transferred to the applicable page of such WSS Web Site. It is a
responsibility of the MEMBER to pull the latest links on a regular basis
in order to stay synchronized with the WSS Affiliate Program.
(c) Marketing Materials. WSS will make
available to MEMBERWSS’s approved logo (the “WSS Logo”), web buttons,
text links, banners, videos etc. designed by WSSto promote the WSS Web
Sites. From time to time WSS may modify, supplement or give MEMBER new
Marketing Materials, atWSS’s sole discretion. MEMBER shall be solely
responsible for using and integrating (and for all costs related
thereto) the WSS Links and the Marketing Materials in accordance with
the terms of this Agreement.
(d) Grant of License. WSS hereby
grants to MEMBER, a worldwide, royalty-free, non-exclusive,
non-transferable license for the Term of the Agreement (the “License”)
to (i) display, reproduce, distribute and transmit in digital form the
Marketing Materials of WSS for the sole purpose of promoting the WSS
Sites, (ii) publish the WSS Materials in e-mail solicitations from
MEMBER to his/hermailing list whereby MEMBER promotes, in whole or in
part, the WSS Sites, and (iii) link or deep-link from the MEMBER’s own
or third party’s Web sites and/or, if applicable, from e-mails to the
WSS Web Sites. MEMBER acknowledges that WSS has a strict ZERO SPAM
POLICY. Using any form of spam to promote WSS Web Sites will lead to
immediate termination of this agreement.
(e) Scope of License. MEMBER shall not
use any of the Marketing Materials for any purpose other than promoting
the WSSWeb Sites in accordance with the terms of this Agreement or as
approved in writing by WSS. The exact manner of placement of, and the
size and location of, the WSS Materials on the MEMBERsites shall be as
reasonably determined by MEMBER; provided, however, that MEMBER shall
not (i) use, copy or format any of the Marketing Materials (A) in any
illegal, libelous, defamatory or other tortuous or improper manner, or
(B) on any website that promotes pornography, gambling, or any illegal
activity; or (ii) alter, edit, translate, create derivative works of or
otherwise modify any of the Marketing Materials unless WSS expressly
approves thereof in writing.
(f) Marketing. (i) You will be solely
responsible for your marketing activities, including the development,
operation, and maintenance of Web sites and all materials that appear on
or within them. For example, you will be solely responsible for:
- the technical operation of all equipment related to the Web sites;
- displaying WSS Links and content (including Marketing
Materials) on your Websites in compliance with this Agreement and any
agreement between you and any other person or entity (including any
restrictions or requirements placed on you by any person or entity
that hosts the Web sites);
- creating and posting, and ensuring the accuracy,
completeness, and appropriateness of materials posted on the Web sites
(including all product and service descriptions and other related
materials and any information you include within or associated with
WSS Links including the WSS Materials);
- using content and the Marketing Materials on or within
the Web sites in a manner that does not infringe, violate, or
misappropriate any of our rights or those of any other person or entity
(including copyrights, trademarks, privacy, publicity or other
intellectual property or proprietary rights);
- disclosing on the Web sites accurately and adequately,
either through a privacy policy or otherwise, how you collect,
use, store, and disclose data collected from visitors, including, where
applicable, that third parties (including WSS and other
advertisers) may serve content and advertisements, collect
information directly from visitors, and place or recognize cookies
or other behavioral tracking mechanisms on Users’ browsers;
- promptly removing from your Web site and delete or
otherwise destroy any content that is no longer displayed on the WSSWeb
Sites or that WSS notifies you is no longer available for your
use; and
- any use that you make of content and the WSS Materials, whether or not permitted under this Agreement.
(ii) WSS will have no liability for those matters set forth in
subsection (i) above or for any of your end users’ claims relating to
such matters. You agree to defend, indemnify, and hold WSS, WSS’s
MEMBERs, licensors and suppliers and WSS’s and their respective
employees, officers, directors, and representatives, harmless from and
against all claims, damages, losses, liabilities, costs, and expenses
(including attorneys’ fees) (“Damages”) relating to (A) your Web sites
or any materials that appear on your Websites, including the
combination of the MEMBERsites or those materials with other
applications, content, or processes; (B) the use, development, design,
manufacture, production, advertising, promotion, or marketing of the
Marketing Materials;
(C) your use of any content, whether or not such use is
authorized by or violates this Agreement or applicable law; (D) your
violation of any term or condition of this Agreement; (E) your or your
employees’ negligence or willful misconduct; or (F) your violation of
any applicable federal, state or local law or regulation, including,
without limitation, laws that govern data privacy and marketing email
(e.g., the CAN-SPAM Act of 2003 and Bill C-28 in Canada).(iii) You will
ensure that the information associated with your account, including
your email address, full name, home address and other contact
information, is at all times complete, accurate, and up-to-date. WSS
may send notifications (if any), approvals (if any), and other
communications relating to this Agreement to the email address
associated with your account. You will be deemed to have received all
notifications, approvals, and other communications sent to that email
address, even if the email address associated with your account is no
longer current or delivery of such communication failed due to
circumstances beyond the control of WSS.
(iv) In addition, you hereby consent to WSS (i) sending you
emails relating to this Agreement from time to time; (ii) monitoring,
recording, using, and disclosing information about your marketing
activities that WSS obtains in connection with your display of Affiliate
Links (e.g., that a particular customer clicked through a link from
your site before making a purchase on an WSS Site) in accordance with
WSS’s privacy policy.
2. Commissions
WSS has founded the “We Share Success Inc.” under the laws of
Oregon, USA. You will receive 10 Preferred Shares of “We Share Success
Inc.” as a welcome bonus plus 5 Preferred Shares of “We Share Success
Inc.” for every member signing up through your personal referral link
(Generation 1) between now and February 19, 2015 and for every member
signing up through one of the referral links of your direct members
(Generation 2)between now and February 19, 2015. Additionally, you will
receive 5 Preferred Shares of “We Share Success Inc.” for each member
signing up in your Generations 3 to 5 between now and February 19,
2015. You will receive your collected shares on the day of initial
public offering (IPO) of “We Share Success Inc.”. Shares will be
allocated only for new members who register with their full name and
address and who upload a proof of identity upon request. There will be
no shares given for members with multiple accounts or for fake
accounts.
You will receive payments booked to your WSSMember Account on a
monthly basis after launch and until IPO of “We Share Success Inc.”.
Each month WSS will determine the profit from all business activities
and will pay you a profit share as follows.
(a) Your personal Profit Share will be calculated as follows:
1. You will receive a share of the total Profit
Share based on the relation between your confirmed # of shares and the
total# of company shares. As you are not yet a shareholder before IPO
of “We Share Success Inc.”, the profit share will be paid as a
commission to remunerate you for your affiliate activity with WSS.
2. If the total profit of the company for a specific
month is zero or negative, there will be no Profit Share for that
month.
3. WSS may decide in their sole discretion to raise the amount to be shared.
4. On the day of IPO of “We Share Success Inc.” your
confirmed shares will be delivered through the official Transfer Agent
of “We Share Success Inc.” based on their terms and rules. After IPO
you will receive your profit share as a yearly dividends payment as
long as you hold one or more of your shares.
(c) All shares and payments are to be understood as the only and
full compensation for your efforts to promote the WSS Web Sites.
Your status as an affiliate with WSS is the status as an independent
contractor and not as an agent, employee, legal representative, partner
or franchisee of WSS. You understand and agree that you will not be
treated as an employee for any tax purposes whatsoever, nor for
purposes of any unemployment taxes, pension funds, national or state
income or insurance taxes. You will not be treated as an employee for
purposes of the Federal Unemployment Tax Act, the Federal Insurance
Contributions Act, the Social Security Act, or any other federal or
state unemployment acts, employment security acts, workers compensation
acts, or any other federal or state laws applicable to employees. You
agree to pay all applicable federal and state income taxes,
self-employment taxes, sales taxes, local taxes, and or federal, state,
or local licenses that may become due as a result of your activities
under this Agreement.
All US based members need to properly complete the online W9 formon request before any payments will be made.
(d) MEMBER shall be solely responsible for all fees, taxes,
charges or other assessments (except taxes on the income or gross
revenue of WSS) on any payments made by WSS to MEMBER hereunder,
including, without limitation, commissions, bonuses and any other
services provided by WSS to MEMBER, whether designated as federal,
state, local or otherwise, including any penalties or interest thereon,
and shall promptly pay all such amounts as and when they may become
due.
3. Submissions
(a) If you provide WSS or any of its MEMBERs with suggestions,
reviews, modifications, data, images, text, or other information or
content about a product or in connection with this Agreement
(collectively, “Submissions”), you hereby irrevocably
assign to WSS all right, title, and interest in and to the Submissions
and grant WSS (even if you have designated a Submission as
confidential) a perpetual, paid-up royalty-free, nonexclusive,
worldwide, irrevocable, freely transferable right and license to (i)
use, reproduce, perform, display, and distribute Submissions in any
manner; and (ii) adapt, modify, re-format, and create derivative works
of Submissions for any purpose.
(b) Additionally, you hereby warrant that: (i) you have all rights
and licenses in the Submissions necessary to grant to WSS the rights
set forth above; and (ii) the exercise of rights under the license
above will not violate any person’s or entity’s rights, including any
intellectual property rights. You agree to provide WSS such assistance
as WSS may require to document, perfect, or maintain its rights in and to the Submissions.
4. Marketing; Press Releases
MEMBER shall reasonably cooperate in WSS’s marketing and public
relations activities to promote the WSS Sites (provided that such
cooperation shall not result in any out-of-pocket cost or unreasonable
internal administrative cost to MEMBER). Such activities may include,
without limitation, issuing press releases announcing WSS Web Sites and
services. MEMBER shall not (i) issue a press release or other public
announcement regarding this Agreement or the matters addressed herein or
(ii) use the name, logo, trademark or other service mark, in each
instance without first obtaining WSS’s prior written consent. You will
not misrepresent or embellish the relationship between WSS and you
(including by expressing or implying that WSS supports, sponsors,
endorses, or contributes to any charity or other cause), or express or
imply any relationship or affiliation between WSS and you or any other
person or entity except as expressly permitted by this Agreement.
5. Termination
This Agreement shall commence on the Effective Date and
continue unless terminated by MEMBER at any time by providing WSS
written notice of termination. In addition, WSS reserves the right to
terminate this agreement for one or more of the following reasons:
1. The MEMBER is not uploading a proof of identity
upon request or the uploaded proof of identity does not match with the
personal details in the MEMBER’s profile at www.wesharesuccess.com
2. The MEMBER is spamming to promote WSS Web Sites.
3. The MEMBER is cheating, not limited to creating
fake accounts, using a fake name or address, trying to manipulate the
WSS software and code for any reason or asking third parties to cheat.
4. The MEMBER is making false and/or negative
statements, comments, articles or posts about WSS, WSS Web Sites or any
activity of WSS or activity of one of WSS’s representatives or
business partners, written or spoken or otherwise communicated in
public. MEMBER shall always address any concerns regarding WSS or
regarding the fulfillment of this Agreement directly to WSS by using
the given internal options for communication.
Upon the termination of this Agreement, you irrevocably lose
the right to receive any future payments. You have to refund all
payments that you might have received based on this Agreement after you
have started any forbidden activities (especially the above named
under Par. 5 # 2., 3. and 4.)
WSS reserves the right to withhold any payment for a reasonable time.
6. Warranties; Limitations on Liability
(a) Warranty. WSS EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES AND CONDITIONS THAT ITS SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE. WSS’S LINKS AND MATERIALS ARE PROVIDED TO
MEMBER ON AN “AS-IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,
AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE,
OR TRADE USAGE.
(b) Limitations of Liability.WSS SHALL NOT BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING BUT NOT LIMITED TO ANY SUCH DAMAGES ARISING FROM BREACH OF
CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY), OR FOR
INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA, OR
LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
WSS’S MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT IN ANY CASE
WHATSOEVER SHALL NOT EXCEED AN AMOUNT MORE THANONE THOUSAND US DOLLARS
(US$1,000).
7. Miscellaneous
(a) Entire Agreement/Waiver. This Agreement
sets forth the entire understanding and Agreement of the parties as to
the subject matter hereof, and supersedes any and all prior
representations, warranties, negotiations, agreements, and
arrangements, and may be changed only by a written agreement signed by
both parties. Headings are inserted for the convenience of the parties
only and shall not be interpreted to modify the contractual language
within each section. A failure or omission by either party to enforce
any remedy for any breach of any term or condition in this Agreement
shall not be construed as a waiver of such term or condition. Any
waiver hereunder shall be valid only to the extent that such waiver is
expressed in writing and executed by the party granting such waiver.
(b) Notice. All notices or other written
communication required under this Agreement shall be in writing sent to
the addresses provided in this provision shall be deemed properly
given by sender and received by the addressee if on (i) the date of
personal service or courier delivery or (ii) the fifth (5th) business
day following first class, registered or certified, postage prepaid
mailing. Notice sent to WSS shall be sent to We Share Success Ltd., 2
Alexandra Gate, Suite A 18, Cardiff, CF24 2SA, United Kingdomattn.:
Legal Department.
(c) Attorneys’ Fees. In addition to any
other damages that either party may be entitled to at law or in equity,
should either party breach this Agreement, the prevailing party shall
be entitled to recover reasonable attorney's fees, costs, and expenses
incurred in successfully enforcing the terms of this Agreement.
(d) Governing Law; Submission to Jurisdiction. This
Agreement and any disputes arising under or related thereto (whether
for breach of contract, tortious conduct or otherwise) shall be
governed by the laws of the state of Nevada and the federal laws
applicable therein, without reference to principles of conflicts of
law. The state and federal courts with jurisdiction in Clark County,
Nevada shall have exclusive jurisdiction to hear and decide any and all
legal actions, suits or proceedings arising out of this Agreement
(whether for breach of contract, tortious conduct or otherwise), and
the Parties to this Agreement each hereby irrevocably accept and submit
to the personal jurisdiction of such court with respect to any legal
actions, suits or proceedings arising out of this Agreement.
(e) No Assignment. This Agreement is
non-assignable without the written consent of the other party, except
that WSS may assign this Agreement without consent ofMEMBER in
connection with any sale of or any other transaction involving the
transfer of more than fifty percent of its voting securities or assets.
Any assignment in violation of this Agreement will be void.
(f) Force Majeure. Each party will promptly notify the other upon becoming aware that a Force Majeure Event
has occurred or is likely to occur and will use commercially
reasonable efforts to minimize any resulting delay in or interference
with the performance of its obligations hereunder. Subject to the
foregoing, neither party will be liable for any delay resulting from a Force Majeure Event
and relevant performance dates will be extended to the extent of any
such delay. For purposes hereof, "Force Majeure Event" means, with
respect to either party, any strike or other labor dispute, riot, war,
act of terrorism, any natural disaster, fire, explosion, act of
government or governmental agency or instrumentality, or other
contingency beyond the reasonable control of either party, which in any
such case interferes with, or prevents, the fulfillment by such party
of its obligations hereunder.
(g) Relationship of Parties. Nothing in this
Agreement shall be construed to (i) create a joint venture,
partnership, employer/employee relationship, agency or any other
relationship other than that of parties contracting as independent
contractors.
(h) Severability. If any provision of this
Agreement shall be held invalid, illegal or unenforceable in any
jurisdiction, such provision shall be ineffective to the extent of such
invalidity, illegality or unenforceability, the validity, legality or
enforceability of the other provisions hereof shall not be affected
thereby, and there shall be deemed substituted for the provision at
issue a valid and enforceable provision as similar as possible to the
provision at issue, all without affecting the validity, legality or
enforceability of such provision in any other jurisdictions.
(i) Interpretation. The parties hereto
acknowledge and agree that this Agreement represents the product of
negotiations conducted in good faith and that this Agreement should not
be interpreted in favor of or against any party because of such
party’s ability or inability to control the drafting of this
Agreement.
(j) Survival. The obligations under this contract of
both Parties shall survive termination of this agreement. The
provisions of this Agreement which are intended to survive termination,
including, without limitation, the indemnification obligations and
limitations of liability, or are necessary to interpret the rights and
obligations of the parties in connection with such termination, as well
as all unpaid payment obligations, shall survive the execution of this
Agreement and remain binding on the parties in accordance with the
terms of this Agreement. |
