Wait & Sea

AFFILIATE PROGRAM

Terms and Conditions

Thanks for considering our Affiliate Program! These terms and conditions govern your participation in the Affiliate Program.

Other terms and conditions that are incorporated by reference into these T&Cs and that should be read and interpreted together with the T&C include:

Privacy Policy

Returns/Shipping Policy

Other terms and conditions made available on the Website.

 PLEASE READ THIS DOCUMENT IN ITS ENTIRETY BEFORE AGREEING TO BECOME OR TO CONTINUE AS A WAIT AND SEA AFFILIATE.

When we say “Company,” “Wait and Sea,” “we,” “our,” or “us” in this document, we are referring to Wait and Sea Llc.

When we say “Products,” we mean any product created by Wait and Sea.

When we say “Affiliate”, “you” or “your,” we are referring to the individual who wishes to be a Wait and Sea Affiliate, and his or her employees, agents and business affiliates (as applicable).

We sometimes refer to Affiliate and Company individually as a “Party” or collectively as the “Parties.”

BY ACCEPTING THESE AFFILIATE TERMS AND CONDITIONS (THE “TERMS”), YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS. THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH “WAIT AND SEA” AND YOUR PARTICIPATION IN THE “WAIT AND SEA” AFFILIATE PROGRAM (THE “PROGRAM”). IF YOU DO NOT AGREE TO OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE DO NOT ACCEPT THE TERMS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO “WAIT AND SEA” AND CEASE ACTING AS AN AFFILIATE.

IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

IMPORTANT: THESE TERMS CONTAINS A MANDATORY ARBITRATION PROVISION. BY AGREEING TO THESE TERMS, YOU ACCEPT THAT YOU MUST RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST THE COMPANY ON AN INDIVIDUAL BASIS IN ARBITRATION, AS DESCRIBED IN MORE DETAIL BELOW IN THE DISPUTE RESOLUTION SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE COMPANY. IT ALSO WILL PRECLUDE YOU FROM PARTICIPATING IN, OR RECOVERING RELIEF UNDER, ANY CURRENT OR FUTURE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION BROUGHT AGAINST THE COMPANY BY SOMEONE ELSE.

By accepting these Terms and participating in the Program, Ambassador agrees as follows:

ELIGIBILITY

To become an Ambassador of the Company, you must:

· Be 18 years of age or older;

· Have read, understand, and agreed to the Terms;

· Have no medical condition that prevents you from taking the Products;

· Maintain and actively use at least one personal social media account on Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok or YouTube (collectively, “Approved Media”). Your accounts on Approved Media are referred to in these Terms as “Accounts.”

· Be in good standing with the Federal Trade Commission (“FTC”); and

· Comply with all FTC guidelines, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers, and other applicable laws and regulations.

“Wait and Sea” reserves the unconditional right to deny or terminate an Affiliate. It is understood and agreed that by becoming an Affiliate, “Wait and Sea” is under no obligation to provide you with any free Product. Affiliate is responsible for purchasing any Product in order to fulfill your obligations under the Terms.

ENGAGEMENT

In exchange for certain compensation, products and/or experiences, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), you agree to use your best efforts to market and promote the Products and “Wait and Sea” brand on your Accounts (the “Services”), subject to these Terms.

By accepting these Terms, you agree to perform the following Services:

· Create and post photo, video and/or written content promoting “Wait and Sea”, Products and/or any related campaigns or services as “Wait and Sea” may request from time to time (“Content”). For avoidance of any doubt, Content includes any and all content, posts, photos, videos, pictures, writings, or any other work product that you create as part of the Services or otherwise related to the work product you create for “Wait and Sea” or at Wait and Sea’s request.

· Share and promote your Referral Link to encourage your customers to purchase “Wait and Sea” Products.

· Promptly respond to communications from any of your customers related to “Wait and Sea” or Products.

· Promptly respond to communications from “Wait and Sea” representatives in text, email, phone or any other form.

· If requested by “Wait and Sea”, participate in educational and training programs related to “Wait and Sea”, Products or the Program.

COMMISSIONS

In consideration of the Services you provide and the rights you grant to “Wait and Sea” with respect to the Content, as further provided herein, you will be entitled to the following:

You will be entitled to receive 10% commissions on all validated net sales by third parties generated using your unique Referral Link

Commissions would be paid out every 2 weeks (please allow processing time to see the amount in your account), as long as your commissions are earned.

Commissions will not be paid based on any sales or amounts for any returned Product or any orders that “Wait and Sea”, in its sole discretion, deems to be in violation of these Terms, including but not limited to and/or attributed to spam, credit card fraud, unauthorized use of your Referral Link, unauthorized use of Wait and Sea’s trademarks, copyrights, logos or other intellectual property, use of any unauthorized claims. In addition, you acknowledge that you shall forfeit any commissions in your account if you do not claim such amounts within 12 months of the sale, if you are not able to accept payments through PayPal for any reason, including based on your location, or if you fail to validate any sale at the request of “Wait and Sea”. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount “Wait and Sea” owes to you and any subsequent payout of your commissions. Commissions are counted and final numbers are deemed final at the sole discretion and decision of “Wait and Sea”. “Wait and Sea” also reserves the right to change the frequency and dates of your commission payouts.

You should clearly advise your followers/customers to use your Referral Link to purchase “Wait and Sea” Products in order for you to receive commissions. While “Wait and Sea” makes every reasonable effort to accurately track and pay commissions for all Affiliate sales, “Wait and Sea” is not responsible for and will not be held liable for any technical difficulties, outside events, actions by other affiliates, or other uncontrollable events that may disrupt or interfere with Wait and Sea’s ability to track sales or pay commissions. “Wait and Sea” has the right to pay commissions to any other person, in its sole discretion.

You are solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with commissions paid to you by “Wait and Sea” in connection with the Program. “Wait and Sea” reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.

“Wait and Sea” will make commercially reasonable efforts to allow you to track your commissions and payout via the “Wait and Sea” Affiliates dashboard.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AN AFFILIATE

By accepting these Terms, you represent and warrant that:

· You have the capacity and authority to enter into these Terms;

· You are responsible for any and all activity undertaken in connection with your participation in the Program and performance of the Services;

· You are not a party to any agreement or subject to any law that restricts your performance of your obligations under these Terms;

· You have the right to assign the Content to “Wait and Sea” (as further discussed above), and the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person/entity;

· You will include “#WaitandSeaAffiliate” in the caption or other text accompanying Content posted to Approved Media and/or your Accounts;

· You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with the FTC's requirements for social media influencers, as further provided herein, in rendering the Services;

· You will at all times market, promote, endorse and sell the Products using only approved claims as provided by “Wait and Sea” in product Talking Points and as available on the “Wait and Sea” website, www.waitandsea.com;

· You will conduct yourself at all times with the highest degree of professionalism, provide the Services with commercially reasonable skill and care in a competent and professional manner, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty and responsibility in your dealings with “Wait and Sea”, its staff, customers, followers and representatives;

· You will represent “Wait and Sea” Products in a positive, truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of “Wait and Sea”, any Product, or any of Company’s associates, employees, directors, officers, agents, partners or affiliates;

· You will not commit any act which brings “Wait and Sea” into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of Wait and Sea’s customers, competitors or the general community to which Wait and Sea’s advertising materials are directed, or which might tend to harm “Wait and Sea” or any of Wait and Sea’s Products and/or services including, without limitation, disparaging “Wait and Sea” or any of Wait and Sea’s Products and/or services;

· You will not use Wait and Sea’s name, or any trademarks, copyrighted materials, or other intellectual property of “Wait and Sea” in any advertising, social media, or in literature other than material published by “Wait and Sea”, without first obtaining the express written permission of “Wait and Sea” except as expressly provided in these Terms; and

· You will comply with the Terms and Wait and Sea’s website terms and conditions and privacy policy.

RESTRICTIONS / PROHIBITIONS

By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, “Wait and Sea” has the right, at its sole discretion, to suspend or terminate your account and/or participation in the Program. “Wait and Sea” reserves the right to withhold and shall not be liable to pay any commissions or other compensation to you for any such Content, or if you do any of the following, each a material breach of the Terms:

· Make any representations or warranties on behalf of “Wait and Sea”, other than the ones contained in Wait and Sea’s published marketing and promotional information (e.g., “Wait and Sea” provided Talking Points);

· Make unsubstantiated claims about Products, including but not limited to claims that the Products are intended to diagnose, treat, cure or prevent any disease;

· Promote any use of Products that has not been approved by “Wait and Sea”, including but not limited to claims that the Products are intended for or suitable for use by children;

· Fail to comply with any of the Terms;

· Promote “Wait and Sea” Products through unsolicited or spam emails or otherwise violate any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;

· Engage in, promote, link or contribute to, or create a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to “Wait and Sea” in Wait and Sea’s sole discretion;

· Are convicted of or are alleged to have committed any illegal activity;

· Transmit messages or images inconsistent with the positive images and/or goodwill with which “Wait and Sea” wishes to associate, in Wait and Sea’s sole discretion;

· Engage in, promote, or contribute to any activity, software, or materials that may divert commissions from other participants in the Program;

· Engage in, promote, or contribute to any illegal activity or violate Wait and Sea’s or any third party’s legal rights, and/or intellectual property rights;

· Engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable, in Wait and Sea’s sole discretion;

· Generate or send any email messages using or containing Wait and Sea’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without Wait and Sea’s express prior written permission, except as expressly provided in these Terms;

· Use Wait and Sea’s banners, brand name, logos, trademarks, likeness, images, and videos, on your own website(s) in a manner that is likely to cause market and/or consumer confusion, in Wait and Sea’s sole discretion;

· Use Wait and Sea’s brand name or trademarks in connection with your name, username or social media handle;

· Create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the “Wait and Sea” website or any other platform of “Wait and Sea”, in Wait and Sea’s sole discretion;

· Read, intercept, record, redirect, interpret or fill in the contents of any electronic form or other materials submitted to “Wait and Sea” by any person or entity;

· Use any promotional coupon or code that is not provided to you by “Wait and Sea”  for the Program, or run any ad with any of  Wait and Sea’s URLs offering affiiates commissions;

· Sell or re-sell any of the “Wait and Sea”  Products, or offer a cash incentive or discount on “Wait and Sea” Products as a means of promotion other than Referral Links provided to you as part of the Program;

· Uses your credit or debit card to purchase Products for a customer or another brand ambassador, or place a product order using someone else’s credit or debit card without the credit or debit card owner’s written permission;

· Engage in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of your followers, “likes” or other indicators of your audience or reach on any applicable Approved Media;

· Create more than one (1) unique Referral Link;

· Modify price information regarding Wait and Sea’s Products or offers on your own website;

· Create, link to or host any type of shopping cart between Wait and Sea’s website and your own website; or

· Take any action (or fail to take an action), that is deemed to be unsuitable to “Wait and Sea”, in Wait and Sea’s sole discretion.

By agreeing to these Terms, you agree that “Wait and Sea” has the unconditional right to:

· Preview your Content from time to time upon request and to request changes to and/or removal of Content in its sole discretion;

· Monitor your Accounts at all times to ensure compliance with the Terms;

· Notify you of any changes to your Content or Accounts that “Wait and Sea” feels should be made;

· Pause, suspend or terminate your participation in the Program if you do not make any changes to your Content or Accounts that “Wait and Sea” feels, in Wait and Sea’s sole discretion, are necessary or appropriate;

· Withhold any commissions on any sales deemed, in Wait and Sea’s sole discretion, to have been made in violation of the Terms; and

· Suspend or terminate your participation in the Program immediately and without notice to you should “Wait and Sea” suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, “Wait and Sea” shall not be liable to you for any commissions for such fraudulent sales.

DISCLOSURE OF MATERIAL CONNECTION

As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to “Wait and Sea”  and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by Wait and Sea” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about “Wait and Sea” or Wait and Sea’s Products and must comply with any instructions or directions provided by “Wait and Sea” and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers
including:
Disclosures 101 for Social Media Influencers,
Guides Concerning the Use of Endorsements and Testimonials in Advertising,
Endorsement Guides: What People Are Asking

This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Further, if the Content includes a video, the disclosure should be made both verbally during the video and displayed in text accompanying the video. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.

Note that while “Wait and Sea” may provide required disclosures (e.g., #WaitandSeaAffiliate) and recommended promotional verbiage, “Wait and Sea” shall not be responsible for any failure by you to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by you to obtain all third-party clearances and permissions with respect to Content you post.

IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO YOU.

INTELLECTUAL PROPERTY RIGHTS

Affiliate’s Content and Attributes. For the Services which you are providing under these Terms, and without limiting Wait and Sea’s ownership of the “Wait and Sea” Intellectual Property (as defined below) as provided herein, you hereby grant “Wait and Sea”  the irrevocable, sublicensable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and all media (now existing or hereinafter developed), including without limitation, on Wait and Sea’s owned or controlled websites and platforms, third-party websites (including retailer websites and/or third-party marketplaces), social media, television, billboards, any advertising materials, publications, marketing materials, point-of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You acknowledge and agree that your Content, including any statements, comments, posts and/or feedback that you provide in connection with the Services or the Program, may be paraphrased, amplified, shortened, put into conversational form, and/or edited to correct grammatical and/or spelling errors.

By accepting these Terms, you acknowledge that participation in the Program means “Wait and Sea” has the irrevocable right to use your Content and include your name, likeness, image, photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and/or handle and any other indicia or other attributes in any manner that “Wait and Sea” determines supports the purposes of the Program, in Wait and Sea’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the rights granted by you to “Wait and Sea” with respect to your Content are granted without compensation to you other than what is provided in the Terms.

Affiliate’s Rights to “Wait and Sea” Intellectual Property and “Wait and Sea” Platforms. “Wait and Sea” hereby grants you, a non-exclusive, non-transferable, revocable, limited license to use and display Wait and Sea’s trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “Wait and Sea Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by “Wait and Sea”. You acknowledge Wait and Sea’s exclusive right, title and interest in and to the “Wait and Sea” Intellectual Property and the goodwill pertaining thereto, that any use of the “Wait and Sea” Intellectual Property by you does not create any ownership, license or other right or interest in or to the “Wait and Sea” Intellectual Property by you except as specifically set forth herein and that all use of the “Wait and Sea” Intellectual Property by you shall inure to the benefit of “Wait and Sea”. You agree that you shall not, challenge, or assist in any challenge to, the validity or exclusivity of Wait and Sea’s ownership of the applicable “Wait and Sea” Intellectual Property.

Further, “Wait and Sea” and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (collectively, “Wait and Sea Platforms”).

By accepting these Terms, you agree that you will not:

· Copy, rent, lease, sell, distribute, or create derivative works based on the “Wait and Sea” Platforms in whole or in part, by any means, except as expressly authorized in writing by “Wait and Sea”;

· Use any “Wait and Sea” Intellectual Property without Wait and Sea’s prior written permission;

· Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to send messages to the “Wait and Sea” Platforms or systems;

· Use the “Wait and Sea” Platforms in any manner that damages, disables, overburdens, or impairs any of Wait and Sea’s websites or interferes with any other party’s use of the “Wait and Sea” Platforms;

· attempt to gain unauthorized access (or exceed any authorized access) to the “Wait and Sea” Platforms;

· Access the “Wait and Sea” Platforms other than through the “Wait and Sea” interface; or

· Use the “Wait and Sea” Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.

EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE WAIT AND SEA PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, WAIT AND SEA DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE WAIT AND SEA PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Third-Party Licenses. You shall be solely responsible for obtaining any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights-holders with regard to third-party content incorporated into the Content by you, as necessary for “Wait and Sea” to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to “Wait and Sea” all license and publicity rights necessary for “Wait and Sea” to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Upon request by “Wait and Sea”, you will provide “Wait and Sea” with copies of such licenses, permissions, approvals or consents.

CONFIDENTIAL INFORMATION

“Wait and Sea” may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). Wait and Sea’s Confidential Information includes, without limitation, all non-public or proprietary information and “Wait and Sea” Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the “Wait and Sea” Products, sales figures, software passwords, customers, names and contact information, event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. For the avoidance of doubt, Confidential Information includes non-public information shared with you via email or other communications from “Wait and Sea” related to the Program. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that “Wait and Sea” is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all “Wait and Sea” Intellectual Property. You further agree that you will not, and will cause any of your employees other agents to not, use Wait and Sea’s Confidential Information for the benefit of anyone other than “Wait and Sea”. You agree not to use Wait and Sea’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or Wait and Sea’s Intellectual Property would cause substantial and irreparable harm and injury to Wait and Sea’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, “Wait and Sea” shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.

TERM AND TERMINATION

The term of these Terms shall begin upon your acceptance of these Terms and will end when terminated by either Party in writing (the “Term”). Your participation in the Program and these Terms may be terminated by “Wait and Sea” immediately at any time, with or without cause, upon Wait and Sea’s written notice to you; and by you upon thirty (30) days written notice by you to “Wait and Sea”. In the event of cancellation or termination by you for any reason or by “Wait and Sea” for a breach of the Terms by you, in addition to the termination rights hereunder, “Wait and Sea” shall be entitled to recover all costs (including attorney’s fees) in the enforcement of Wait and Sea’s rights hereunder and, if you have been paid in advance, “Wait and Sea” shall be entitled to a refund of any fees advanced to you; or, as applicable, you shall waive all rights you have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. “Wait and Sea” may terminate these Terms and all other agreements between “Wait and Sea” and other brand ambassadors if “Wait and Sea” elects to cease business operations, dissolve “Wait and Sea” or terminate its business. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as brand ambassador of “Wait and Sea”.

The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.

INDEPENDENT CONTRACTOR

In providing the Services to “Wait and Sea”, you acknowledge and agree that your relationship with “Wait and Sea” is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and “Wait and Sea”. You are solely responsible for all of you own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that “Wait and Sea” will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend “Wait and Sea” against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.

INDEMNITY; LIMITATION OF LIABILITY

Indemnity. You agree to at all times defend, indemnify and hold harmless “Wait and Sea” (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend “Wait and Sea” as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by “Wait and Sea” in connection with any such claim.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAIT AND SEA OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AFFILIATE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL WAIT AND SEA’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AFFILATE, PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Disclaimer. “WAIT AND SEA” MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WAIT AND SEA’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY “WAIT AND SEA” OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY “WAIT AND SEA”, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, “WAIT AND SEA” MAKES NO REPRESENTATION THAT THE OPERATION OF ANY “WAIT AND SEA” WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND “WAIT AND SEA” IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

MISCELLANEOUS; ADDITIONAL TERMS

These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party.

“Wait and Sea” may modify these Terms at any time and its sole discretion. These modifications may include, but are not limited to, changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with “Wait and Sea”. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change.

You may not subcontract or otherwise assign, transfer or delegate any of your rights, duties or obligations under these Terms.

“Wait and Sea” may assign, transfer or delegate its rights, duties and obligations hereunder to any third- party acquirer of the business of “Wait and Sea”, and following such an assignment, transfer and delegation, “Wait and Sea” shall have no further duties or obligations hereunder.

Subject to the “Arbitration Agreement” provisions below, these Terms shall be governed by and construed in accordance with the laws of the State of Orlando, without regard to any conflicts of law provisions. To the extent that your agreement to arbitrate is not deemed to apply, you expressly agree and personally submit to the exclusive jurisdiction of the state and federal courts of the State of Orlando to adjudicate and resolve any dispute with “Wait and Sea”, its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers or in any other way relating to the website, including, content or user content. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL OR TO CLAIM THAT THE STATE OF ORLANDO IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES.

Any dispute or claim arising out of or relating in any way to the Platform, these Terms or the Products will be resolved exclusively by final and binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. Also, this Arbitration Agreement will not preclude any action for injunctive relief in aid of arbitration. This Arbitration Agreement applies to any dispute or claim between the parties and/or their parents, subsidiaries, employees, agents, officers, or owners (who shall be third-party beneficiaries of this provision). The Federal Arbitration Act and federal arbitration law apply to this Arbitration Agreement.

BY AGREEING TO THIS ARBITRATION AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT, INCLUDING YOUR RIGHT TO A JURY TRIAL. The arbitration will be conducted by a neutral arbitrator, rather than by a judge or jury. The arbitrator can only award on an individual basis and must rely on these Terms of Service. The arbitration will be administered by the American Arbitration Association ("AAA") and conducted under AAA's Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, the "AAA Rules") then in effect at the time of the dispute. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Either party may initiate arbitration by providing written notice to the other party and filing a demand with the AAA. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees to the AAA for claims totaling less than $2,000 unless the arbitrator determines the claims are frivolous or brought for an improper purpose. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.

We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You do not have the right to act as a class representative or participate as a member of a class of claimants with respect to any claim submitted to arbitration. The arbitrator may not consolidate more than one person's claims against a party and may not preside over any kind of representative or class proceeding. You acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST US IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. IF YOU HAVE ALREADY USED THE WEBSITE OR SERVICES AND YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU MUST TELL US IN WRITING AND STOP USING THE SITE, PRODUCTS AND SERVICES.

Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.