Affiliate Program Agreement
Last Updated: April 4, 2025
Last updated
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Last Updated: April 4, 2025
Last updated
Was this helpful?
PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and WOW.AI LLC ("WOW" or "us") and its wholly or partially owned affiliates or subsidiaries. It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.
The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). You cannot participate in our Affiliate Program unless you agree to them.
We reserve the right to change or modify these terms at any time and in our sole discretion. We will alert you about any changes by updating the “Last Updated” date at the beginning of this Agreement, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review this Agreement to stay informed of updates. If you don’t agree to the update or replacement, you can choose to terminate as we describe below. Your continued participation in the Affiliate Program after the date any changes or modifications to this Agreement become effective constitutes your acceptance of the revised Agreement and all of the terms incorporated therein by reference. Without limiting anything set forth elsewhere in this Agreement, you agree that we shall not be liable to you or any third party as a result of any losses suffered by any modification or amendment of this Agreement or any WOW policy.
Definitions
“Affiliate Program” means our affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you.
“Lead Date” means the date in which a customer prospect becomes an Affiliate Lead.
“Affiliate Link” means the unique tracking link we have made available to you.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Marks” means the trademarks, service marks and logos owned by the Affiliate.
"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means the fee that an Affiliate may earn for each Customer Transaction subject to the terms and condition set forth in this Agreement, including but not limited to, the section titled ‘Customer Transactions’.
“Customer” means the actual Licensee of a Validator Nodes Technology who (1) executes the Validator Nodes Licensing Agreement after being an Affiliate Lead and (2) pays the applicable licensing fee.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
"Customer Data" means all information that Customer submits or collects via the WOW Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the WOW Products o on the WOW website.
“Documentation” means the guidelines, instructions, manuals and/or other documents relating to the Validator Node Technology and/or its use that are updated from time to time and made available via WOW’s website or directly from WOW.
"WOW Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“WOW Products” means the Validator Node Technology, Documentation, and Other Products.
WOW and the Affiliates will be referred to collectively as the “Parties” and individually as the “Party”.
“Policies Page” means the landing page, , where we will provide all the up-to-date WOW policies, including, but not limited to, Terms of Service, Private Policy, and guidelines and policies for the Affiliate Program.
“Other Products” means those products and services that we offer.
“Sanctions” means any applicable economic sanctions or anti-terrorism laws or measures of (1) the United States, including those imposed, administered, or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. State Department; (2) Canada, including the Special Economic Measures Act, the Freezing Assets of Corrupt Foreign Officials Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law), the United Nations Act, and Part II.1 of the Criminal Code and any regulations or orders issued under the foregoing; (3) the United Nations Security Council; (4) the European Union; and (5) the United Kingdom, including those imposed, administered, or enforced by Her Majesty’s Treasury.
“Sanctioned Person” means any individual or entity listed or designated under Sanctions or located or resident in or organized under the laws of a country or territory that is the subject of comprehensive territorial Sanctions, or any entity directly or indirectly owned or controlled by one or more of the foregoing.
“Unsupported Region” means a region where WOW is unable to operate due to local legal and regulatory requirements. We do not support transactions that involve these regions or persons located in or resident in or items originating from or destined for these regions.
“Validator Node Technology” means the Validator Node software, hardware, app, and other associated technology that WOW licenses to Customers.
"We", "us", “our”, and “WOW” means WOW.AI LLC.
“You” and “Affiliate” means the party, other than WOW, entering into this Agreement and participating in the Affiliate Program.
Non-Exclusivity. This Agreement does not create an exclusive agreement between the Parties. The Parties will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
Affiliate Acceptance. The terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You understand and agree that to participate in the Affiliate Program, you must, at all times, accept and comply with the terms and conditions of this Agreement and all Program and WOW policies
Customer Transactions and Commission
Commission. We will pay you Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The Customer Transaction is complete when the Customer executes the Validator Node Licensing Agreement and pays the licensing fee. You will receive a Commission payment for that Customer Transaction only. You will be eligible to receive another Commission related to such Customer if the Customer completes another Customer Transaction by clicking on an Affiliate Lead made available by you. To avoid misunderstanding, you will not be eligible to receive Commission from such Customer if the Customer completed Customer Transaction by clicking on an Affiliate Lead made available to another affiliate or directly via the WOW website.
Eligibility. To be eligible for Commission: (i) a Customer Transaction must have occurred; (ii) you must agree to, and comply with, this Agreement and all policies found in the Policies Page; (iii) completed all steps necessary to create your account in the WOW website; (iii) create an account on our website (“Account”) and link a valid wallet to the account; (iv) completed any and all required tax documentation in order for us to process any payments that may be owed to you. You are not eligible to receive Commission or any other compensation from us based on transactions if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program and/or WOW policies, or by any other means that we deem to breach the spirit of the Affiliate Program, or (iii) you made false statements or representations in relation to the Validator Nodes Technology, the Digital Rewards, WOW, the Licensing Agreement, or the Affiliate Program. We may discontinue Commission payments should any of the eligibility criteria set forth in this Agreement fail to be met at any time.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by WOW. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not execute the Validator Node Licensing Agreement and pay the licensing fee within 24 hours of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between WOW and an Affiliate Lead will be at WOW’s discretion.
Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if you have not complied with any of the requirements set forth in this section 4 at the time of the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
Commission Amounts. Subject to the terms and conditions of this Agreement, you will receive a Commission amount as set forth in the following link: . To avoid misunderstanding, the terms “nodes sold” or “paid node” used in the aforementioned link shall mean “completed Customer Transaction” for purposes of this Agreement. WOW reserves the right to revise, alter, or change the Commission applicable to the Affiliate Program, and any ongoing obligations to pay Commission, from time to time and at its sole discretion.
Commission Payment. Commission will be paid in the token used by the Customer to pay the license fee for the Validator Node Technology. We will not pay more than one Commission payment or other similar referral fee or compensation on any given Customer Transaction (unless we choose to in our discretion).
You must withdraw your Commission from your Account within one (1) year from the Lead Date associated with each Customer Transaction. If you fail to withdraw the Commission within the aforementioned one-year period, then your right to such Commission will be forever forfeited ("Forfeited Commission"). We will have no obligation to pay you the Forfeited Commission.
All Commission payments are subject to fraud, risk, and compliance analysis considerations and anti-money laundering procedures and may be withheld by us during the period of investigation. We may also withhold payment if you fail to provide us with information that is required to make payment or that is permitted to be requested under this Agreement or any law.
Taxes. Any Commissions payable by WOW to you as a result of this Agreement shall be exclusive of taxes and fees. You are responsible for payment of all taxes and fees (including gas fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
WOW reserves the right to (i) demand and receive information from Affiliates about any Affiliate Leads and Links, including but not limited to information with respect to traffic sources and methods used to acquire the Affiliate Leads, and (ii) assess the legitimacy and qualification of such Affiliate Leads for the purposes of determining whether a Commission is payable for such Affiliate Lead. WOW will not be responsible to pay any Commission for an Affiliate Leads owned in whole or in part, directly or indirectly, by an Affiliate.
Unauthorized and Prohibited Activities
You will not:
use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to WOW, WOW Products, or WOW related entities;
make any false, misleading or disparaging representations or statements with respect to WOW, WOW Products, or WOW related entities or projects;
make statements or representations that may lead an Affiliate Lead or Customer to believe that (i) they may profit from the Digital Rewards earned by the Validator Node Technology; (ii) that the Validator Node Technology and/or the $WOW token(s) are an investment opportunity, investment contract, or a security of any type; or (iii) that we have any plans to undertake or engage in any efforts or actions that will: (1) maintain, increase or create value for/of the $WOW token; (2) ensure that the $WOW token can be sold or traded; (3) create use for the $WOW token; (4) create a market for the $WOW token; (5) create a demand for the $WOW token; or (5) get the $WOW token listed on any centralized or decentralized exchange.
engage in any practices which may adversely affect the credibility or reputation of WOW, WOW Products, or WOW related entities or projects, including but not limited to 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 WOW, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates any law,
promote or advertise WOW, WOW Products or WOW related entity or projects on coupon, deal, or discount sites or on GTP/Get Paid to Click 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;
purchase trademarks or domain names that use the WOW Trademarks or the names or trademarks of any WOW related entities or projects, or any variations or misspellings thereof that may be deceptively or confusingly similar to the WOW Trademarks or the names or trademarks of any WOW related entity;
create or participate in any third-party networks or sub-affiliate networks without the express written permission of WOW;
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;
use direct linking to any page on any WOW website, without prior written permission from WOW; or
mask its referral sites or use deceptive redirecting links.
Any Customer Transactions related to Affiliate Leads or Customer obtained by Affiliate via the unauthorized and prohibited activities set forth Section 4(j) or in a manner that violates any of your Representations and Warranties or the law, shall be considered Forfeited Transaction and we will have no obligation to pay you Commission associated with such Forfeited Transaction. You will be forever ineligible to receive any Commission for any Customer Transactions related to a Customer obtained in the manner described in this subsection.
Training and Support. We may make available to you, without charge, various webinars and other resources (“Support Resources”), as part of our Affiliate Program. If we make such resources available to you, you will participate in the training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
Trademarks
During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor, or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your Affiliate Marks in connection with the Affiliate Program and this Agreement.
Proprietary Rights
Wow’s Proprietary Rights. No license to any software is granted by this Agreement. The WOW Products, Documentation and Support Resources are protected by intellectual property laws. The WOW Products, Documentation, and Support Resources belong to and are the property of us or our licensors (if any). We retain all ownership rights in the WOW Products, Documentation and Support Resources. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the WOW Content, Documentation, Support Resources or the WOW Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use WOW Content, WOW Products, Documentation or Support Resources you must comply with our Policies. WOW, the WOW logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
Customer's Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the WOW Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
Confidential Information
"Confidential Information", shall mean means all confidential information disclosed by WOW to Affiliate, whether orally or in writing, including, but not limited to the Validator Node Technology, Documentation, WOW Products, Support Resources, and WOW customer and prospect information. Affiliate acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information to any other person or other entity for any purpose outside the scope of this Agreement. Affiliate shall use commercially reasonable measures to safeguard and protect the Confidential Information from theft, piracy, or unauthorized access. Affiliate acknowledges and agrees that in the event of the Affiliate 's breach of this Agreement, WOW will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, WOW shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy WOW may have.
Confidential Information shall not be deemed to include information that:
is or becomes publicly known other than through any act or omission of the Affiliate;
was in the Affiliate 's lawful possession before the disclosure;
lawfully disclosed to the Affiliate by a third party without restriction on disclosure;
is independently developed by the Affiliate, which independent development can be shown by written evidence; or
is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Affiliate shall notify WOW immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Affiliate and shall fully cooperate with WOW to help WOW regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
This Section 8 shall survive termination of this Agreement.
Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. The Party’s may terminate this Agreement at any time with written notification to the other Party. The termination will take effect immediately upon notification.
Termination for Cause. This Agreement shall terminate automatically: (i) upon five (5) days’ notice to you of a material breach, such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination.
Expiration of this Agreement, and termination of this Agreement without cause by us, shall not affect our obligation to pay you a Commission, provided that you are eligible to receive such Commission as per the terms and condition of this Agreement and that in no event shall you be entitled to payment of other compensation from WOW under any other agreement between you and WOW.
In the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the notification date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the notification date of termination.
Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Support Resources and all other Affiliate tools, documents, and links that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration: (a) you will return to us, or destroy (and provide certification of such destruction), all WOW property in your possession or control (including, but not limited to, all Confidential Information); (b) all rights granted to you under this Agreement will immediately cease; and (c) you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause any Customer’s agreement to be terminated.
Affiliate Representations and Warranties
You represent and warrant that you are: (i) not a Sanctioned Person and (ii) not a resident or located in an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify WOW in writing. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision WOW with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii), if applicable, you own or have sufficient rights to use and to grant to us our right to use the your Affiliate Marks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are part of the Affiliate Program on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide to WOW all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with WOW’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use any mechanisms to deliver leads other than through an intended consumer; (vii) you will not use your own Affiliate Link to purchase WOW products for yourself; and (viii) you will not engage in any activity described in the subsection of this Agreement titled “Unauthorized and Prohibited Activities”. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage the execution of Licensing Agreements.
Compliance with Applicable Laws
You shall comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, directives, ordinances, and judicial administrative orders, including but not limited to those relating to email marketing and “spamming”. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the WOW Products. You will comply with the Sanctions program. You will not directly or indirectly export, re-export, or transfer the WOW Products to prohibited countries or individuals or permit use of the WOW Products by prohibited countries or individuals as per the Sanctions.
FTC Guidelines
The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Affiliate Program, you receive compensation for Customers referrals made to us. This may establish a “material connection” according to FTC rules, which creates an obligation for you to provide disclosure to consumers.
Full compliance with these guidelines requires, among other things, that (a) you clearly and conspicuously disclose that you are being compensated for referrals to us, and (b) you not engage in misleading or deceptive advertising. For further information you should refer to the statement released by the FTC regarding these guidelines.
Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless WOW, and its respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the "Company Parties"), at your expense, from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, taxes, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses), and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise (collectively, "Actions", and separately “Action”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your participation in the Affiliate Program, (b) our use of the customer or lead data you provided us, (c) your noncompliance with or breach of this Agreement, your representations and warranties, or applicable law, (d) your use of the Affiliate tools, documents, and links, (e) your violation of the rights of or obligations to a third party, including third-party intellectual property rights, data breaches, or violations of laws, (f) your negligence or willful misconduct, (g) you engagement in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, or (h) our use of your Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such Actions; and provide (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You agree that the WOW and the Company Parties shall have control of the defense or settlement of any Actions.
Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE VALIDATOR NODE TECHNOLOGY, WOW PRODUCTS, WOW CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOLS FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs),THE VALIDATOR NODE TECHNOLOGY, DOCUMENTATION, AFFILLIATE LINK, WOW PRODUCTS AND ANY AFFILIATE TOOL PROVIDED MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE VALIDATOR NODE TECHNOLOGY, DOCUMENTATION, WOW PRODUCTS, AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE VALIDATOR NODE TECHNOLOGY, DOCUMENTATION, WOW PRODUCTS, AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WOW BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Affiliate Tool, Affiliate Link, Validator Node Technology, and Documentation. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE VALIDATOR NODE TECHNOLOGY, DOCUMENTATION, AFFILIATE LINK, AND AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE PROGRAM HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD OR AT ANY TIME, WOW SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with WOW and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute, controversy, or claim relating in any way to this Agreement, any WOW Policy, the Affiliate Program, any WOW Product, or to any aspect of your relationship with us (each a “Dispute” and collectively, the “Disputes”), will be resolved by binding arbitration, rather than in court, including threshold questions of the arbitrability of such Dispute except that (1) you or WOW may assert claims in small claims court, but only if the claims qualify, the claims remain only in such court, and the claims remain on an individual, non-representative, and non-class basis; and (2) you or WOW may seek injunctive or equitable relief in a court of proper jurisdiction if the claim relates to intellectual property infringement or other misuse of intellectual property rights.
Dispute Resolution Process. The Parties agree to first attempt in good faith to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. You must initiate this dispute resolution process by sending a letter describing the nature of your claim and desired resolution to: WOW.AI LLC, Attn: Legal Department, 151SanFrancisco #200, San Juan, Puerto Rico 00911. The dispute resolution process commences upon the receipt of the of the above-mentioned written notice. Both parties agree to meet and confer personally, by telephone, or by videoconference (hereinafter “Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. If you are represented by counsel, your counsel may participate in the Conference as well, but you agree to fully participate in the Conference. Likewise, if we are represented by counsel, our counsel may participate in the Conference as well, but we agree to have a company representative fully participate in the Conference (our in-house counsel qualifies as a company representative). The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the Parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either Party may commence arbitration, file an action in small claims court, or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to intellectual property infringement, if the claims qualify.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding after participating in the dispute resolution process, you must send a letter requesting arbitration and describing your claim to the address mentioned in subsection b of this Section (“Dispute Resolution Process”). The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. The Parties will mutually select one arbitrator. The arbitration will be conducted in English in San Juan, Puerto Rico. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in the Commonwealth of Puerto Rico. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Each Party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY WOW POLICY, OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver of Jury Trial. YOU AND WOW HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and WOW are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the first subsection of this Section, above (“Applicability of Arbitration Agreement”). An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class Actions and Class Arbitrations. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A REPRESENTATIVE (INCLUDING, WITHOUT LIMITATION, PAGA) OR COLLECTIVE CLASS BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE USER, PERSON, OR ENTITY CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER USER, PERSON, OR ENTITY. Accordingly, under the arbitration procedures outlined in this section, an arbitrator shall not combine or consolidate more than one party's claims without the written consent of all affected parties to an arbitration proceeding. Without limiting the generality of the foregoing, you and WOW agree that no dispute shall proceed by way of class arbitration without the written consent of all affected parties. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the state or federal courts located in San Juan, Puerto Rico. All other claims shall be arbitrated.
Severability. Except as provided in this Section, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of this Agreement and your relationship with WOW.
Modification. Notwithstanding any provision in this Agreement to the contrary, WOW agrees that if we make any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing to us at the address mentioned in subsection B of this Section (“Dispute Resolution Process”).
Governing Law and Venue. This Agreement, any of the WOW Policies and WOW Products, and your participation in the Affiliate Program shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Puerto Rico (without regard to conflict of law rules or principles of any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the Parties that is not subject to arbitration as set forth in the Arbitration Agreement above or cannot be heard in small claims court, shall be resolved in the state or federal courts in the Commonwealth of Puerto Rico.
General
Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the "Last Updated" date above will be updated to reflect the date of the most recent version. The updated Agreement will become effective and binding on the date set forth as "Last Updated " above. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices. Notice will be sent to the email address set forth herein and will be deemed delivered as of the date that the email was sent:
To WOW: legal@wow.ai
To you: your email address on record in our account information for you.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms or agreements proposed by you, including those contained in your website, if applicable. Our obligations are not contingent on the delivery of any future functionality or features of the WOW Products or dependent on any oral or written public comments made by us regarding future functionality or features of the WOW Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
WOW Policies. We may change the WOW and Affiliate Program Policies from time to time. Your participation in the Affiliate Program is subject to the WOW and Program Policies, which are incorporated herein by reference.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the WOW Products, our trademarks, or any other property or right of ours.
Sales by WOW. This Agreement shall in no way limit our right to sell the WOW Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Compliance with Applicable Laws’, ‘Affiliate Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Dispute Resolution’, ‘Governing Law and Venue’, and ‘General’.
Data Processing and Protection. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms set forth in the WOW Privacy Policy which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the WOW Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, WOW shall be an independent controller of any Personal Data that it receives or shares with Affiliate.