Introduction:
These Terms and Conditions (the "Agreement") govern the terms by which
you (the "Affiliate") may participate in the Wall Walkers Bouldering
Affiliate Program (the "Program"). The Program is offered by Wall Walkers
Bouldering (the "Company"). By participating in the Program, you agree to
be bound by the terms of this Agreement. If you do not agree to the terms
of this Agreement, do not participate in the Program.
Enrollment:
To participate in the Program, you must complete the enrollment process by
providing the Company with all required information, including, but not
limited to, your name, mobile number, email address, and social media links. The
Company reserves the right to reject any Affiliate for any reason.
Commission:
As an Affiliate, you will earn a commission on all qualified sales made through
your unique affiliate link. The commission rate will be determined by the Company
and may be subject to change at any time. The commission will be paid on a monthly
basis, provided that the minimum payout amount of $25 has been reached. Commission
payments will be tiered, they will start at 10% of each sale (“Base Rate”) until cumulative
commission earned exceeds $50 at which point the Affiliate will start earning 20% commission
on each sale (“Intermediate Rate”) until cumulative commission exceeds $100 at which point the
Affiliate will earn 30% on each sale made (“Pro Rate”) until the start of the new month.
Regardless of if the Affiliate wants to be paid out or not the commission tiers will reset
back to the Base rate each new month.
Marketing Materials:
The Affiliate acknowledges and agrees that all marketing materials provided by the Company,
including but not limited to images, logos, trademarks, and copyrighted content, are the
sole property of the Company and are protected by applicable intellectual property laws. The
Affiliate is granted a limited, non-exclusive, non-transferable license to use the marketing
materials solely for the purpose of promoting the Company's products and services as an Affiliate.
The Affiliate shall not have any right, title or interest in or to the marketing materials, and shall
not modify, alter, or create derivative works based on the marketing materials. The Affiliate shall
not use the marketing materials for any other purpose, or in any other manner, without the prior
written consent of the Company. The Affiliate shall immediately cease using the marketing materials
upon termination of this Agreement. The Affiliate shall indemnify and hold the Company harmless against
any and all claims, damages, and expenses arising from the Affiliate's unauthorized use of the marketing materials.
Limitations:
The Affiliate's use of the marketing materials is subject to the following limitations:
- The Affiliate shall not engage in spam marketing or any other illegal or unethical marketing
practices. Any violation of this provision shall result in immediate termination of this Agreement.
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The Affiliate shall not make any false or misleading representations regarding the Company's
products or services.
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The Affiliate shall comply with all applicable laws, regulations and guidelines, including but
not limited to those relating to advertising and marketing.
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The Affiliate shall not use the marketing materials in a manner that is defamatory, trade libelous,
pornographic or otherwise violates the rights of any third party.
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The Affiliate shall not make any representations or warranties on behalf of the Company without
the prior written consent of the Company.
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The Affiliate shall not use the marketing materials in any manner that may infringe upon the Company's
intellectual property rights.
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The Affiliate shall not remove or alter any proprietary notices, such as trademarks or copyrights, from the marketing materials.
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The Affiliate shall not use the marketing materials in a manner that is competitive with the Company or its products and services.
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The Affiliate shall promptly discontinue the use of any marketing materials that the Company requests be discontinued.
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The Affiliate shall immediately cease using the marketing materials upon termination of this Agreement.
Term and Termination:
The term of this Agreement will begin upon the date of enrollment and will
continue until terminated by either party. Either party may terminate this
Agreement at any time by providing written notice to the other party. Upon
termination, Affiliates will no longer be eligible to earn commissions and
all rights granted under this Agreement will immediately terminate.
Any outstanding commissions owed will be paid on the next scheduled payment date.
Modification:
The Company reserves the right to modify this Agreement at any time, with or
without notice to Affiliates. Continued participation in the Program following
any modification of this Agreement will constitute acceptance of the modification.
Disclaimer:
The Affiliate acknowledges and agrees that the Company makes no representations
or warranties of any kind, express or implied, as to the operation of the products
or services being promoted or the information, content, materials, or products included
on or through the marketing materials. The Affiliate uses the marketing materials
at its own risk and the Company will not be liable for any damages of any kind arising
from the use of the marketing materials, including but not limited to direct, indirect,
incidental, punitive, and consequential damages.
The Affiliate shall indemnify and hold the Company harmless against any and all claims,
damages, and expenses arising from the Affiliate's use of the marketing materials, including
but not limited to claims arising from the Affiliate's violation of applicable laws, regulations,
or guidelines. The Company does not endorse and is not responsible for any representation or warranty
made by the Affiliate in connection with the products or services being promoted. The Company shall
not be liable for any damages or problems caused by the Affiliate's marketing activities, including
but not limited to problems arising from the Affiliate's violation of the limitations and restrictions
set forth in this Agreement. The Company reserves the right to modify or discontinue the marketing
materials at any time, without notice to the Affiliate.
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the
Company is incorporated, and the parties hereby submit to the exclusive jurisdiction of the courts of that
jurisdiction. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney's fees and costs.
Dispute Resolution:
In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt
to resolve the dispute through good faith negotiations. If the parties are unable to resolve the dispute
through negotiation, the dispute shall be resolved through binding arbitration in accordance with the rules
of the Australian Centre for International Commercial Arbitration. The arbitration shall be conducted in
Queensland, Australia. The parties agree to abide by the decision of the arbitrator and the award may be
entered in any court having jurisdiction thereof.
Confidentiality:
Affiliates acknowledge that the Company's confidential information is valuable and proprietary and agree not
to disclose such information to any third party without the prior written consent of the Company. Confidential
information includes, but is not limited to, the terms of this Agreement, the Company's business plans and
strategies, and any other information marked as confidential or that ought to be reasonably understood to be
confidential.
Intellectual Property:
Affiliates acknowledge that all of the Company's trademarks, trade names, service marks, logos, and other
proprietary rights and goodwill (collectively, the "IP") are and shall remain the sole and exclusive property
of the Company. Affiliates shall not take any action that is inconsistent with such ownership or that may harm,
dilute or devalue the IP. Affiliates shall not register or use any domain name or trade name that is identical
to or confusingly similar to the IP. Affiliates shall not use the IP in any manner except as expressly authorized
in writing by the Company.
Entire Agreement:
This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations,
representations, and agreements, whether written or oral. The parties agree that this Agreement may not be
amended or modified except in writing signed by both parties.
In the event that any provision of this Agreement is found to be illegal or unenforceable, the parties agree
to modify such provision to the minimum extent necessary to make it legal and enforceable while preserving its
original intent and meaning.
The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver
of such right or provision. The waiver of any such right or provision will be effective only if in writing and
signed by the party waiving such right or provision.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
By participating in the Wall Walkers Bouldering Affiliate Program, you acknowledge that you have read,
understand, and agree to be bound by the terms and conditions of this updated Agreement.
