Affiliate Program Agreement

This Affiliate Program Agreement (this “Agreement”) is dated as of the day you opt-in to the click-wrap “I agree” on the Roster Portal (the “Effective Date”), and is by and among Peerspace, Inc. (“Peerspace” or the “Brand”), Wooly Inc. doing business as Roster Technologies (“Roster”), and yourself (or the entity you represent) (“you” or the “Affiliate”) (each of you, the Brand and Roster, a “Party”, and collectively, the “Parties”).

The Brand, Roster, and the Affiliate agree: 

Nature of Relationship. You agree to act as a representative for the best interests of the Brand to promote its products, services, and/or events (the “Affiliate Affiliate Program”), and agree to recognize Roster as an administrator of the Affiliate Affiliate Program. In exchange, you will receive product, discounts, or other compensation as offered through the Affiliate Affiliate Program campaign. 

Relationship. The Brand engages the Affiliate as an independent contractor on a non-exclusive, non-employee basis to endorse and promote its products, services, and/or events to a target audience through the Roster platform. Each of the Parties shall have no authority to contractually bind any of the other Parties or make decisions on any of the other Parties’ behalf. The Parties shall not be construed as being partners, joint venturers, fiduciaries, representatives, shareholders, or agent/servant.  The Affiliate shall be responsible for the manner and form by which it performs its obligations under this Agreement. As an Affiliate, you are governed by and subject to the Terms of Service and Privacy Policies for each of the Brand and Roster, which, in the case of the Brand, include the Peerspace Community Guidelines (collectively, the “Additional Terms”). If you do not adhere to and abide by the Additional Terms, including, without limitation, the Peerspace Community Guidelines, Peerspace may remove you from the Affiliate Program. 

Term. This Agreement may be terminated in writing at any time, with or without cause, by any Party without written notice to the other Parties. 

Representations and Warranties. The Affiliate represents and warrants to the Brand and Roster that: (i) the Affiliate has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or the Affiliate’s undertaking the relationship set forth herein with the Brand or Roster; (ii) all Content (save and except for any materials supplied by the Brand) will be the original work and creation of the Affiliate and will not infringe upon or otherwise interfere with the rights (including, without limitation, any intellectual property rights) of any third party; (iii) you will not contribute Content that reveals any trade secret, unless you own or have permission to reveal it; (iv) Content will not contain libelous, defamatory, obscene, offensive, hateful, pornographic, abusive, harassing, illegal, or threatening material or references; (v) you have the right, power, and authority to license Content to the Brand as provided above and that you are not under or subject to any legal or contractual limitation preventing or limiting such licensing; (vi) your entry into this Agreement is not contrary to or in contravention of any law, rule, regulation, or court or administrative order by which you are bound; and (vii) all information submitted by you to the Brand or Roster in connection with your application to participate in the  Affiliate Program is true, complete and correct.  

Campaign Details & Collateral. The Brand shall provide the necessary requirements, content, and briefing materials to enable the Affiliate to perform the services described herein. Unless otherwise expressly specified, the Affiliate shall be solely responsible for all costs and expenses associated with creating Content. 

Compensation. In full consideration of your performance, obligations, and the rights granted herein, you shall receive product, services, or other compensation as detailed in the campaign. The Affiliate acknowledges that the compensation as detailed in the campaign represents the entire compensation to which the Affiliate may be entitled with respect to this Agreement, and that neither the Brand nor Roster shall have any other obligation with respect to any other compensation, expenses, or costs incurred by the Affiliate in connection herewith. The Brand makes no representations or warranties regarding potential income or other benefits to the Affiliate that may result from the Affiliate’s participation in the Affiliate Affiliate Program, and the Brand specifically disclaims any and all representations and warranties regarding the same. The Affiliate acknowledges that it must have a PayPal or Venmo account in good standing in order to receive financial compensation from the Brand hereunder. The Affiliate also acknowledges that PayPal may contact it directly to collect tax information (including, without limitation, a completed and executed Form W-9) as required by state and federal law, and if the Affiliate is unable or unwilling to pass PayPal’s verification requirements, then the Affiliate will not be able to, and will not, receive more than $599 in total payments from the Brand hereunder in any calendar year. If the Affiliate is not a citizen of the United States of America, it acknowledges that it can only receive a maximum of up to $500 in total payments from the Brand hereunder in any calendar year. For the avoidance of doubt, the Affiliate shall be responsible for any and all taxes, charges, and assessments levied on the Affiliate in connection with any payments made by the Brand hereunder.

Breach; Effects of Termination. In the event of any breach by the Affiliate of this Agreement, the Additional Terms, or any other terms, policies, or procedures of the Affiliate Affiliate Program (collectively, a “Breach”), in addition to any right or remedy available to the Brand or Roster under this Agreement or applicable law, the Brand may instruct the Affiliate to return products or collateral, cease all promotional activities on behalf of the Brand, and/or make clarifying statements, and the Affiliate shall immediately comply with any such instructions. If this Affiliate is terminated as a result of a Breach, the Affiliate shall not be entitled to payment of any unpaid compensation that may have accrued prior to the date of such termination.The provisions of this Agreement under the headings “Content Requirements and FTC Guidelines,” “Confidentiality,” “Breach; Effects of Termination,” “Indemnification,” “Liability,” “Miscellaneous,” and “Rights You Grant the Brand”  shall survive the expiration or termination of this Agreement. 

Indemnification. The Affiliate agrees to indemnify, defend, and hold harmless the Brand and Roster, and each of their respective stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns, from and against any and all claims, liabilities, damages, expenses, actions, suits, demands, settlements, costs (including reasonable attorneys’ fees), and losses that they may suffer or incur arising out of or relating to the services performed by the Affiliate under this Agreement, any claims that any Content infringes upon or otherwise violates the rights of any other party, or Affiliate’s breach of any term, covenant, condition, representation or warranty contained in this Agreement, the Additional Terms, or any other policies governing the Affiliate’s participation in the Affiliate Affiliate Program. You shall promptly notify the Brand and/or Roster of any action or claim against the Brand or Roster. 

Liability. THE BRAND SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND LIABILITIES RELATED TO THE AFFILIATE PROGRAM, THE HOST’S PARTICIPATION IN THE AFFILIATE PROGRAM, OR THE HOST’S ABILITY TO MAKE ANY COMPENSATION OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATIONS OR WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE BRAND’S COURSE OF DEALING OR USAGE OF TRADE. THE BRAND SHALL NOT BE RESPONSIBLE AND SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES, LOSSES, OR LIABILITIES OF ANY NATURE IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, LOST BUSINESS OPPORTUNITY, OR ANY OTHER DAMAGES, REGARDLESS OF WHETHER THE BRAND WAS OR MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME. WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL THE BRAND’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THIS AGREEMENT OR THE AFFILIATE PROGRAM EXCEED THE TOTAL COMPENSATION ACTUALLY PAID TO THE HOST PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING PRESENTATION OF THE APPLICABLE CLAIM TO THE BRAND IN WRITING.

Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflict of laws provisions. No failure or neglect of any Party hereto in any instance to exercise any right, power, or privilege hereunder or under applicable law shall constitute a waiver of any other right, power, or privilege, or of the same right, power, or privilege in any other instance. If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement, but such invalid provision or term shall be deemed modified to the extent necessary to make it valid, preserving to the fullest extent possible the original intent of the Parties. This Agreement is only for the benefit of the Affiliate entering into this Agreement. The Affiliate shall have no right to assign this Agreement or any benefit or obligation hereunder to any other party or legal entity. Any attempted assignment by the Affiliate shall be void. The Brand reserves the right in its sole and absolute discretion to amend, modify, or change any terms and conditions of the Affiliate Affiliate Program and the terms and conditions of this Agreement upon notice to the other Parties. Notice of any amendment, modification, or change to this Agreement shall be provided in writing. All such amendments, modifications, and changes will take effect immediately upon provision of such notice.If you have questions about the program, please contact [email protected].