Ambassador Program Agreement

last revised August 8, 2024

By clicking on “I agree” (or a similar box or button) when You sign up to be a Wake Up To Freedom Ambassador or participate in any Ambassador Program activities, You agree to be bound by the following Ambassador Program Agreement (the “Agreement”). The Agreement is between You, as partner (“You,” “Your,” “Affiliate” or “Ambassador”), and Wake Up To Freedom, Inc. (“Wake Up To Freedom,” "World of Shortcuts," “Company,” and also referred to herein as “we” and “us”) an organization existing under the laws of Ontario. 

Each Ambassador and Wake Up To Freedom, Inc. may be referred to as a “Party”, and together as the “Parties”. This is the most current version. You can also access a current version of the Agreement at any time inside the Ambassador Program Circle Community (once approved) by clicking here. Wake Up To Freedom reserves the right to update and change the Agreement by posting updates and changes inside the Ambassador Program Circle Community (once approved) by clicking here. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Ambassador Program, You agree with and accept all of the terms and conditions contained in this Agreement, and the Company's other policies, including but not limited to the Company's Terms of Service, Best Practices, and Privacy Policy, all of which are accessible from the Wake Up To Freedom website footer (collectively, “the Company's Policies”). For the avoidance of doubt, all such Company Policies form part of this Agreement and are incorporated by reference.

1. AMBASSADOR RESPONSIBILITIES

1.1. THE AGREEMENT: This Agreement is a legal document between the Company and the Ambassador regarding our affiliate relationship. This Agreement covers Your responsibilities as an Ambassador and our responsibilities to You. Please carefully read and understand the entirety of this document, as well as have a lawyer’s assistance if You desire, because each of the terms of this Agreement are important to our working relationship.

1.2. VARIATIONS: The Company may in its sole discretion, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting (or notification otherwise) on the Company Website (“Website”) and that modifications or variations will replace any prior versions of this Agreement.

1.3. MARKETING ACTIVITIES: 

  • Engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to the Company;
  • Use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to the Company;
  • Make any false, misleading or disparaging representations or statements with respect to the Company;
  • Solicit any of the Company's customers to leave the Company;
  • Copy, resemble or mirror the look and feel of the Company's websites, the Company's Trademarks (as defined below) or the Company's services or otherwise misrepresent Your affiliation with the Company; or
  • Engage in any other practices that may adversely affect the credibility or reputation of the Company, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to the Company or the Ambassador’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates the Company's Policies.
    • You will bear all costs and expenses related to Your marketing or promotion of the Company or Your products or services associated with Your participation in the Ambassador Program (collectively, “Ambassador Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by the Company in its sole discretion.
    • In no event will You engage in any Ambassador Marketing Activities except as expressly set forth in this Agreement. In conducting all Ambassador Marketing Activities, You will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
    • You may NOT spam or send any unsolicited email to any party during any Ambassador Marketing Activities. Upon the discovery of a contravention of Ambassador Marketing Activities, You will be removed from the Company's  Ambassador Program, and Your commissions or pending commissions will be canceled and/or forfeited. “Spam” or “Spamming” is defined as emailing or posting to anyone who has not requested information via email or any website and also includes sending links to search engines. Spamming with links outside of Your direct email list, websites or social media pages will be considered a violation of this Agreement and You will be removed from this Program and this Agreement will be terminated immediately without payment of Ambassador commissions. You agree to abide by Canada’s Anti-Spam Legislation (CASL), as well as all other relevant applicable law.
    • Without limiting the generality of Section 1.2.B and 1.2.C, You will (i) not send any email regarding the Company to any individual or entity that has not requested such information; (ii) always include Your contact information and “unsubscribe” information in any email regarding the Company; and (iii) not represent or imply that such emails are being sent on behalf of the Company.
    • An Ambassador will not:
    • Anything You communicate in marketing or advertising any the Company product, service or opportunity must be true and accurate. Claims that relate to any Company product, service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports the Company. You may not use the intellectual property of any other person or entity in advertising any Company product, service or opportunity.
  • ACCEPTABLE USE: You agree not to use the Ambassador Program or the Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Ambassador Program in any way that could damage our websites, products, services, or the general business of the Company. You further agree not to use the Ambassador Program:
    • To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
    • To violate any intellectual property rights of the Company or any third party;
    • To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
    • To perpetrate any fraud;
    • To engage in or create an unlawful gambling, sweepstakes, multi-level marketing, or pyramid scheme;
    • To publish or distribute any obscene or defamatory material;
    • To publish or distribute any material that incites violence, hate, or discrimination towards any group; or
    • To unlawfully gather information about others or use pixel tracking;
    • To engage in any manner which may be unlawful, harmful, threatening, defamatory, obscene, harassing, or otherwise objectionable to us in our sole discretion.
  1. UNAUTHORIZED AND PROHIBITED ACTIVITIES
    • You will not promote or advertise the Company on coupon, deal, or discount sites or on Get Paid to Click (GPC) or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
    • You will not use Your links directly in any pay-per-click advertising.
    • You will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the the Company's intellectual property or Trademarks (as defined in Section 4 below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Company intellectual property or Trademarks.
    • You will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
    • You will not use direct linking to any page on any Company website, without prior written permission from the Company.
    • You will not mask Your referral sites or use deceptive redirecting links.
    • You will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of the Company, any other customer or partner of the Company, or the Company itself.
  2. CANADIAN COMPETITION GUIDELINES
    • The Canadian Competition Bureau has guidelines for governing endorsements and testimonials, including where a brand uses a person to endorse their product on social or other media. As an Ambassador You must ensure full compliance with the Competition Act, RSC, 1985, c C-34 as well as associated guidelines such as: The Canadian Code of Advertising Standards, The Deceptive Marketing Practices Digest (Volume 4), and the Canadian Competition Bureau’s influencer marketing guidelines.
    • These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Ambassador Program with the Company, You receive compensation for referrals made to the Company. This may establish a “material connection” according to Canadian Competition Bureau rules, which creates an obligation for You to provide disclosure to consumers.
    • In accordance with the Competition Act, You may not give any false or misleading testimonial or perform any other act that may violate legislation or associated guidelines. Misleading testimonial or acts can include, but are not limited to, (a) product claims that do not reflect Your actual experience (b) endorsing a product You have not used, and/or (c) failing to adequately disclose a material connection between You and the Company.
    • You are advised that legislation and guidelines may be amended and could impact this Agreement. You must ensure ongoing compliance with any and all legislative updates or changes in Your jurisdiction. This may include any provincial regulations or the Federal Trade Commission in the United States guidelines. 
  3. OTHER AMBASSADOR TERMS
    • You must have an active Wise account in which to receive payment of any referral fees.  This is the only method in which the Company will pay You the referral fees.  If You do not currently have a Wise account, You can sign up for a free or paid account here www.wise.com.
    • If the Ambassador is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Ambassador Program activities.
    • You confirm that You are becoming an Ambassador for the purposes of carrying on a business activity and not for any personal, household or family purpose.
    • To become an Ambassador, You must create an Ambassador Account by providing all information indicated as required. The Company may reject an application for an Ambassador Account for any reason, in its sole discretion. You acknowledge that the Company will use the email address provided by You as the primary method for communication. You are responsible for keeping Your Ambassador Account password secure. The Company cannot and will not be liable for any loss or damage arising from Your failure to maintain the security of the Ambassador Account and password.
    • You acknowledge and agree that You will be responsible for the performance of all of Your obligations under the Agreement. You may not sublicense or subcontract any such obligations to any third party.
    • You will promptly inform the Company of any information known to You that could reasonably lead to a claim, demand or liability of or against the Company by any third party.
    • You acknowledge and agree that Your participation in the Company’s Ambassador Program, including information transmitted to or stored by the Company, is governed by the Policies found at wakeuptofreedom.com in the footer.
    • Your Ambassador efforts may not include any income claims. You may not show pictures of cheques.  You may make reasonably grounded lifestyle claims, which do not make references to luxurious lifestyles. Furthermore, statements You make must be completely true and accurate and supported by evidence, and, if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario. 

2. REFERRAL FEES

  1. LINKS AND MARKETING: 
    1. Upon acceptance into the Ambassador Program, the Company will provide You with one or more unique URL Links or Referral Codes (herein referred to as “Links”) for Promotion. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Company account and purchases a product, service, or event by using Your Ambassador URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Ambassador Cookies, the most recently-acquired Cookie will determine which Ambassador is credited with a Sale. In the event that a Sold Account later upgrades its Company account, such upgrade will be credited to the Ambassador that was the original referring Ambassador, despite the fact that such update may have come through a different Ambassador account.
    2. Each Sold account can only be granted to one Ambassador. Ambassador may not enter into any agreement with any other individual in which compensation or commission is exchanged for a lead, or a sale.
    3. When possible, the Company will provide any related banners, graphics, or text ads necessary to promote and offer the products, services, or opportunities to Your customers and with Your websites or emails.
    4. You may ONLY utilize the link provided by the Company on websites, emails and/or marketing owned and maintained by the Ambassador, the Ambassador’s brand or Ambassador’s social media pages.
    5. You may NOT post Your Link on other websites that are not owned by You except ads or social media placements.
    6.  The Company may hold product flash sales that are only available to the Company’s internal list. In these instances, the sharing of Ambassador links may not be an available option.
    7. Not all products currently available or available in the future may be eligible for Ambassador purchases. Product availability is subject to change at the Company’s discretion.
  2. AFFILIATE PROGRAM: 
    1. Subject to Ambassadors’ compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to the Company either as a one-off payment, recurring monthly or recurring annually. The referral fee amount is a percentage of all fees received by the Company for a Sold Account (the “Referral Fees”). Payment of any referral fee will be made according to our posted rates, which may change from time to time in the sole discretion of the Company. Posted rates can be found within the Ambassador Program dashboard which you can log into by clicking here
    2. Payouts will only be available when the Company has both Your Wise account information as well as accounting and tax documentation. Accounting information may include the transit, institution, and account number of a bank where You wish Wise to post a direct deposit or may include an email address for an online method of payment.

For any changes in Your profile or accounting information, You must notify us immediately and we will endeavor to make the changes to Your payout information as soon as possible. We expressly reserve the right to change payout information in our sole and exclusive discretion. If we do so, You will be notified.

  1. Payouts will be made at the beginning of the month, at minimum 45 days after the initial sign up of each Sold Account. If a sale is canceled, refunded, or defaulted for any reason, any paid commission will be deducted from the amount owed to You and any subsequent payment.
  2. Referral Fees are paid only for transactions that occur between the Company and a Prospect. If the transaction is not finalized, or if payment from a Sale is not actually received by the Company, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Ambassador account within 30 days from such referral’s subscribing to the Company’s services, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to Your Ambassador account, a referral must either use Your Ambassador link directly or reach out to [email protected] within those first 30 days requesting to be linked. 
  3. You may NOT purchase any Company product, service, or opportunity through Your own link and receive commission on that sale. No Referral Fees will be paid on any Sold Account that is an affiliated business of the Ambassador. Ambassador commissions are counted, and sales numbers are deemed final at the sole discretion of the Company. You are not permitted to open a Company account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Company account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered. You may not pay for another person’s account. You are not permitted to refer yourself or any affiliated business. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to the Company all Referral Fees earned as a result of any such violation.
  4. The Ambassador, not the Company, is solely responsible for paying any bank or conversion fees.
  1. TAXES
    1. You hereby represent and warrant to the Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Your business, if any, such as licensing, tax and other business operation requirements.
    2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from the Company. If You are not a resident of Canada, we may withhold tax where required to by applicable law. Where we are required to withhold tax, we will document such withholding.
  2. EARNINGS DISCLAIMER: You accept and agree that You are fully responsible for any progress and results from Your participation in this Ambassador Program. We offer no representations, warranties or guarantees verbally or in writing regarding Your earnings or results. By participating in this Program, You understand because of the nature of the program and extent, the results experienced by each person may significantly vary.

Any statements outlined on the Company websites, programs, downloads, content and offerings are simply our opinion and thus are not guarantees or promises of actual performance. We offer no professional legal, medical, psychological or financial advice.

3. TERM, TERMINATION & SUSPENSION

  1. The term of this Agreement will begin when we accept You into the Ambassador Program. It can be terminated by either party at any time with or without cause, effective immediately.
  2. You may only earn payouts as long as You are an Ambassador in good standing during the term. If You terminate this Agreement with the Company, You will receive payouts earned prior to the date of termination.
  3. If You fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website, You forfeit all rights, including the right to any unclaimed payout.
  4. We specifically reserve the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. 
  5. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
  6. RESULTS OF TERMINATION: Upon termination of this Agreement: (a) Ambassador will immediately cease displaying any Company Materials (as defined below) or any Company Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Ambassador under this Agreement will immediately cease, including but not limited to the right of Ambassador to access the Ambassador Account and Ambassador Circle Community, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by the Company in its sole discretion.

4. INTELLECTUAL PROPERTY RIGHTS

  1. INTELLECTUAL PROPERTY: 
    1. You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”).
    2. Subject to the limitations listed below, we hereby grant You a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Ambassador Program and use the Company IP solely and exclusively in conjunction with identifying our company and brand on the Ambassador Site to send customers to the affiliate links we provide. You may not modify the Company IP in any way and You are only permitted to use the Company IP if You are an Ambassador in good standing with the Company.
    3. We may revoke this license at any time and if we find that You are using the Company IP in any manner not contemplated by this Agreement, the Company reserves the right to terminate this Agreement.
    4. Please be advised that Your unauthorized use of any Company IP shall constitute unlawful infringement and We reserve all of our rights, including the right to pursue an infringement suit against You. You may be obligated to pay monetary damages and or legal fees and costs.
    5. You hereby provide the Company a non-exclusive license to use Your name, trademarks and service marks if applicable and other business intellectual property to advertise our Ambassador Program.
    6. Company IP must be displayed in a manner which is consistent with the Company’s overall desired image. 
  2. COMPANY MATERIALS:
    1. All Company Materials will be solely created and provided by Wake Up To Freedom unless otherwise agreed to by the Company in writing and in advance. The Company will provide You with copies of, or access to, Company Materials. By using the Company Materials, You accept our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Company Materials. The Company Materials are provided “as is” and without warranty of any kind.
    2. You may display Company Materials on Your websites solely for the purpose of marketing and promoting the Company and its products, services, or events during the term of this Agreement, or until such time as the Company may, upon reasonable prior notice, instruct You to cease displaying the Company Materials. You may not alter, amend, adapt or translate the Company Materials without the Company’s prior written consent. Nothing contained in any Company Materials will in any way be deemed a representation or warranty of the Company. The Company Materials will at all times be the sole and exclusive property of the Company and no rights of ownership will at any time vest with You even in such instances where You have been authorized by the Company to make changes or modifications to the Company Materials.
    3. “Company Materials” means any marketing or promotional materials relating to the Company or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Company Trademarks.
    4. If requested by the Company, You will immediately withdraw or modify any Company  Materials.  
  3. TRADEMARK USAGE GUIDELINES:
    1. Any time You use the words “Wake Up To Freedom” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of the Company.
    2.  Your use must not mislead consumers as to the Company’s sponsorship of, affiliation with or endorsement of Your company or Your products, services, or opportunities.
    3. The Company Trademarks are the Company’s exclusive property. All goodwill that results from Your use of the Company Trademarks will be solely to the Company’s benefit. You will not take any action that is at odds with our rights or ownership of the Company Trademarks.
    4.  The Company Trademarks must be used in a respectful manner. The Company Trademarks may not be used in a way that harms the Company and its associated products, services, or opportunities, or in a manner which, in the Company’s opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Company Trademarks or any other brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
    5. You may use the Wake Up To Freedom® mark to advertise the Company in Your non-paid advertising. Any time You use the Wake Up To Freedom® mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for the Company. Whether Your use of Wake Up To Freedom® is confusing will be determined by the Company in the Company’s sole and absolute discretion.
    6. You will not use the Company Trademarks or variations or misspellings thereof in Your business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products, services, or opportunities (including without limitation, in the name or design of any application or theme), unless granted express written permission by the Company in advance of each use.
    1. You shall only use and visually present the Company Trademarks as follows:
    2. PROPRIETARY RIGHTS OF THE COMPANY: As between Ambassador and the Company, the Company Materials, Company Trademarks, all information relating to the Company’s products, services, or events, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of the Company or otherwise related to the Company’s services, the Ambassador Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Company Property”) will be and remain the sole and exclusive property of the Company. To the extent, if any, that ownership of any Company Property does not automatically vest in the Company by virtue of this Agreement, or otherwise, and vests in You, You hereby transfers and assigns to the Company, upon the creation thereof, all rights, title and interest You may have in and to such Company Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5. CONFIDENTIALITY

The Affiliate agrees to protect Confidential Information about the  Company and associated customers.

“Confidential Information” includes any: (i) technology (ii) personally identifiable data or information about the Company or customers (iii) information disclosed by the Company to the Ambassador, in whichever format, that is either identified or would reasonably be understood to be confidential and/or proprietary.

The Company will make no use of Confidential Information received from the Ambassador for any purpose except as authorized by this Agreement. The Company will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. This section shall survive the termination of this Agreement for 10 years. 

6. DISCLAIMER OF WARRANTY

The Company Ambassador Program, and associated products, services, or opportunities, the Company Trademarks, and the Company Materials are provided “as-is”. The Company makes no warranties under this Agreement, and the Company expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, the Company further disclaims all representations and warranties, express or implied, that the Company products, services, or events, the Company Trademarks, or the Company Materials satisfy all of Ambassador’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

7. LIMITATION OF LIABILITY AND INDEMNIFICATION

The Affiliate shall defend, indemnify, and hold harmless Company, Company’s officers, employers, employees, contractors, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever –including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements –which any of them may incur or become obligated to pay arising out of or resulting from the offering for sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Company, or any of its shareholders, trustees, affiliates or successors. The Affiliate shall defend Company in any legal actions, regulatory actions, or the like arising from or related to this Agreement. Affiliate recognizes and agrees that all of the Company’s shareholders, trustees, affiliates and successors shall not be held personally responsible or liable for any actions or representations of the Company.

IN NO EVENT WILL COMPANY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, MORAL, PUNITIVE OR EXEMPLARY DAMAGES; LOSS OF PROFITS, USE OR REVENUE; BUSINESS INTERRUPTION; OR LOSS OR CORRUPTION OF DATA, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE CUMULATIVE LIABILITY OF COMPANY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), BY STATUTE, OTHER LEGAL THEORY, OR OTHERWISE HOWSOEVER ARISING, WILL NOT EXCEED THE FEES PAID BY COMPANY IN THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. NO ACTION OR PROCEEDING RELATING TO THE AGREEMENT MAY BE COMMENCED BY THE AFFILIATE MORE THAN ONE YEAR AFTER THE CAUSE OF ACTION ARISES. 

8. GENERAL PROVISIONS

  1. FORCE MAJEURE: In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, a pandemic, travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Company to perform its obligations under this Agreement, the Company’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence. 
  2. RELATIONSHIP: Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
  3. NON-EXCLUSIVITY: This Agreement does not create an exclusive relationship between You and the Company. You are free to work with similar affiliate program providers in any category. This Agreement imposes no restrictions on the Company to work with any individual or company we may choose.
  4. GOVERNING LAW AND DISPUTE RESOLUTION: This Agreement shall be governed by and construed in accordance with the laws of Ontario Canada. In the event either Party commenced an action in connection with this Agreement or any dispute between the Parties, the exclusive jurisdiction and venue of such action shall be the courts of London, Ontario, Canada.

    This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives; and references to the Ambassador and to the Ambassador shall include their heirs, successors, assignees, and personal representatives. 
  5. NON-SOLICITATION: During the duration of this Agreement, and for a period of 24 months thereafter the termination of this Agreement, the Ambassador shall not, directly or indirectly:
    1. Solicit or entice, or attempt to solicit or entice, any of the customers of the Company;
    2. Otherwise divert or attempt to divert any business from the Company; 
    3. Interfere with any of the business relationships between the Company and any of its customers or others with whom they have business relationships. 
    4. Track or contact any social media contact of the Company.
  6. ASSIGNMENT: The Ambassador may not assign, lease, or otherwise transfer in whole or in part any of the rights granted pursuant to this Agreement without prior written approval of the Company.
  7. LANGUAGE: All communications and notices made or given pursuant to this Agreement must be in the English language. If the Company provides a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
  8. SEVERABILITY: Should any part of this Agreement be declared invalid by a court of competent jurisdiction, such determination shall not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated.
  9. RIGHT TO MONITOR: The Company has the right, but not the obligation, to monitor or investigate any Ambassador website and Your use of the Company’s products, services, or events at any time for compliance with this Agreement or the Company Policies.  Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.
  10. ENTIRE AGREEMENT: This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the Parties.