Ambassador Terms

Ambassador Program Agreement

last revised October 1, 2021

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,” “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 may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time inside the Ambassador Program 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, accessed 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 Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Wake Up To Freedom’s other policies, including but not limited to Wake Up To Freedom’s Terms of Service, Best Practices, and Privacy Policy, all of which are accessible from the Wake Up To Freedom website footer (collectively, “Wake Up To Freedom’s Policies”). For the avoidance of doubt, all such Wake Up To Freedom Policies form part of this Agreement and are incorporated by reference.

1. AMBASSADOR RESPONSIBILITIES

THE AGREEMENT: This Agreement is a legal document between Wake Up To Freedom 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.
VARIATIONS: The Company may in its sole discretion, from time to time and at any time, modify this Agreement. You agree that Wake Up To Freedom 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 Wake Up to Freedom Website (“Website”) and that modifications or variations will replace any prior versions of this Agreement.
MARKETING ACTIVITIES:

You will bear all costs and expenses related to Your marketing or promotion of Wake Up To Freedom 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 Wake Up To Freedom 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 Wake Up To Freedom’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 Wake Up To Freedom to any individual or entity that has not requested such information; (ii) always include Your contact information and “unsubscribe” information in any email regarding Wake Up To Freedom; and (iii) not represent or imply that such emails are being sent on behalf of Wake Up To Freedom.
An Ambassador will not:

Engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Wake Up To Freedom;
Use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Wake Up To Freedom;
Make any false, misleading or disparaging representations or statements with respect to Wake Up To Freedom;
Solicit any of Wake Up To Freedom’s customers to leave Wake Up To Freedom;
Copy, resemble or mirror the look and feel of Wake Up To Freedom’s websites, Wake Up To Freedom’s Trademarks (as defined below) or Wake Up To Freedom’s services or otherwise misrepresent Your affiliation with Wake Up To Freedom; or
Engage in any other practices that may adversely affect the credibility or reputation of Wake Up To Freedom, 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 Wake Up To Freedom 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 Wake Up To Freedom’s Policies.

Anything You communicate in marketing or advertising any Wake Up To Freedom 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 Wake Up To Freedom. You may not use the intellectual property of any other person or entity in advertising any Wake Up To Freedom product, service or opportunity.

ACCEPTABLE USE: You agree not to use the Ambassador Program or Wake Up To Freedom 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.

UNAUTHORIZED AND PROHIBITED ACTIVITIES

You will not promote or advertise Wake Up To Freedom 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 Wake Up To Freedom 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 Wake Up To Freedom 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 Wake Up To Freedom website, without prior written permission from Wake Up To Freedom.
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 Wake Up To Freedom, any other customer or partner of Wake Up To Freedom, or Wake Up To Freedom itself.

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 Wake Up To Freedom, You receive compensation for referrals made to Wake Up To Freedom. 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.

OTHER AMBASSADOR TERMS

You must have an active Wake Up To Freedom customer account.
You must have an active Wise account in which to receive payment of any referral fees. This is the only method in which Wake Up To Freedom 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. Wake Up To Freedom may reject an application for an Ambassador Account for any reason, in its sole discretion. You acknowledge that Wake Up To Freedom will use the email address provided by You as the primary method for communication. You are responsible for keeping Your Ambassador Account password secure. Wake Up To Freedom 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 Wake Up To Freedom of any information known to You that could reasonably lead to a claim, demand or liability of or against Wake Up To Freedom by any third party.
You acknowledge and agree that Your participation in Wake Up To Freedom’s Ambassador Program, including information transmitted to or stored by Wake Up To Freedom, 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

LINKS AND MARKETING:

Upon acceptance into the Ambassador Program, Wake Up To Freedom 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 Wake Up To Freedom account and purchases a product, service, or opportunity 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 Wake Up To Freedom 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.
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.
When possible, Wake Up To Freedom 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.
You may ONLY utilize the link provided by Wake Up To Freedom on websites, emails and/or marketing owned and maintained by the Ambassador, the Ambassador’s brand or Ambassador’s social media pages.
You may NOT post Your Link on other websites that are not owned by You except ads or social media placements.
Wake up to Freedom 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.
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.

AFFILIATE PROGRAM:

Subject to Ambassadors’ compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Wake Up To Freedom either as a one-off payment, recurring monthly or recurring annually. The referral fee amount is a percentage of all fees received by Wake Up To Freedom 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.
Payouts will only be available when Wake Up To Freedom 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.

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.
Referral Fees are paid only for transactions that occur between Wake Up To Freedom and a Prospect. If the transaction is not finalized, or if payment from a Sale is not actually received by Wake Up To Freedom, 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 Wake Up To Freedom’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.
You may NOT purchase any Wake Up To Freedom 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 Wake Up To Freedom account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Wake Up To Freedom 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 Wake Up To Freedom all Referral Fees earned as a result of any such violation.
The Ambassador, not the Wake Up To Freedom, is solely responsible for paying any bank or conversion fees.

TAXES

You hereby represent and warrant to Wake Up To Freedom 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.
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 Wake Up To Freedom. 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.

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

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.
You may only earn payouts as long as You are an Ambassador in good standing during the term. If You terminate this Agreement with Wake Up To Freedom, You will receive payouts earned prior to the date of termination.
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.
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.
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.
RESULTS OF TERMINATION: Upon termination of this Agreement: (a) Ambassador will immediately cease displaying any Wake Up To Freedom Materials (as defined below) or any Wake Up To Freedom 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 Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Wake Up To Freedom in its sole discretion.

4. INTELLECTUAL PROPERTY RIGHTS

INTELLECTUAL PROPERTY:

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”).
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.
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.
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.
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.
Company IP must be displayed in a manner which is consistent with the Company’s overall desired image.

WAKE UP TO FREEDOM MATERIALS:

All Wake Up To Freedom Materials will be solely created and provided by Wake Up To Freedom unless otherwise agreed to by the Company in writing and in advance. Wake Up To Freedom will provide You with copies of, or access to, Wake Up To Freedom Materials. By using the Wake Up To Freedom 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 Wake Up To Freedom Materials. The Wake Up To Freedom Materials are provided “as is” and without warranty of any kind.
You may display Wake Up To Freedom Materials on Your websites solely for the purpose of marketing and promoting Wake Up To Freedom and its products, services, or opportunities during the term of this Agreement, or until such time as Wake Up To Freedom may, upon reasonable prior notice, instruct You to cease displaying the Wake Up To Freedom Materials. You may not alter, amend, adapt or translate the Wake Up To Freedom Materials without the Company’s prior written consent. Nothing contained in any Wake Up To Freedom Materials will in any way be deemed a representation or warranty of Wake Up To Freedom. The Wake Up To Freedom 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 Wake Up To Freedom to make changes or modifications to the Wake Up To Freedom Materials.
“Wake Up To Freedom Materials” means any marketing or promotional materials relating to Wake Up To Freedom or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Wake Up To Freedom Trademarks.
If requested by Wake Up To Freedom, You will immediately withdraw or modify any Wake Up To Freedom Materials.

TRADEMARK USAGE GUIDELINES:

You shall only use and visually present the Wake Up To Freedom Trademarks as follows:

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 Wake Up To Freedom, Inc.
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.
The Wake Up To Freedom Trademarks are the Company’s exclusive property. All goodwill that results from Your use of the Wake Up To Freedom 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 Wake Up To Freedom Trademarks.
The Wake Up To Freedom Trademarks must be used in a respectful manner. The Wake Up To Freedom 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 Wake Up To Freedom Trademarks or any other brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
You may use the Wake Up To Freedom® mark to advertise Wake Up To Freedom 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 Wake Up To Freedom. Whether Your use of Wake Up To Freedom® is confusing will be determined by Wake Up To Freedom in Wake Up To Freedom’s sole and absolute discretion.
You will not use the Wake Up To Freedom 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.

PROPRIETARY RIGHTS OF WAKE UP TO FREEDOM: As between Ambassador and Wake Up To Freedom, the Wake Up To Freedom Materials, Wake Up To Freedom Trademarks, all information relating to Wake Up To Freedom’s products, services, or opportunities, 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 Wake Up To Freedom or otherwise related to Wake Up To Freedom’s services, the Ambassador Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Wake Up To Freedom Property”) will be and remain the sole and exclusive property of Wake Up To Freedom. To the extent, if any, that ownership of any Wake Up To Freedom Property does not automatically vest in Wake Up To Freedom by virtue of this Agreement, or otherwise, and vests in You, You hereby transfers and assigns to Wake Up To Freedom, upon the creation thereof, all rights, title and interest You may have in and to such Wake Up To Freedom 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 Wake Up To Freedom Ambassador Program, and associated products, services, or opportunities, the Wake Up To Freedom Trademarks, and the Wake Up To Freedom Materials are provided “as-is”. Wake Up To Freedom makes no warranties under this Agreement, and Wake Up To Freedom 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, Wake Up To Freedom further disclaims all representations and warranties, express or implied, that the Wake Up To Freedom products, services, or opportunities, the Wake Up To Freedom Trademarks, or the Wake Up To Freedom 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

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.
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 Wake Up To Freedom and will remain so at all times.
NON-EXCLUSIVITY: This Agreement does not create an exclusive relationship between You and Wake Up To Freedom. You are free to work with similar affiliate program providers in any category. This Agreement imposes no restrictions on Wake Up To Freedom to work with any individual or company we may choose.
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.
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:

Solicit or entice, or attempt to solicit or entice, any of the customers of the Company;
Otherwise divert or attempt to divert any business from the Company;
Interfere with any of the business relationships between the Company and any of its customers or others with whom they have business relationships.
Track or contact any social media contact of the Company.

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.
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.
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.
RIGHT TO MONITOR: Wake Up To Freedom has the right, but not the obligation, to monitor or investigate any Ambassador website and Your use of Wake Up To Freedom’s products, services, or opportunities at any time for compliance with this Agreement or the Wake Up To Freedom 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.
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.

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