Affiliate Agreement

This Affiliate Agreement (including, not limited to any appendix, exhibit or addendum) attached hereto, (“Agreement”), sets forth terms and conditions that govern your participation in the Bird Buddy Affiliate Program (“Program”).

Agreement is made and entered into by and between

Us, Bird Buddy Inc, a corporation organized and existing under the laws of the State of Delaware, having its business address at 229 E. Michigan Ave., Ste. 330, Kalamazoo, Michigan 49007 United States (“Company”)

 and

 You (“Affiliate”)

 1.     Services.

Affiliate agrees to provide to Company under the terms and conditions of this Agreement, services (“Services”) in connection with Program. As part of the Services, Affiliate will generate and post content (including, without limitation, text, videos and images) (“Content”) on Affiliate's Instagram, Instagram Story, TikTok, Twitter, Facebook, blog and potentially YouTube and Pinterest (“Social media accounts”)  in an effort to generate sales.

Affiliate agrees to:

Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.

Comply with all applicable laws and regulations.

Determine, in his /her/their discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.

Provide and utilize his/her/their own equipment, tools and other resources in performing the Services but Company will provide Affiliate certain informational materials to facilitate the creation of Content to post on his/her/their Social media accounts. Such templates and other materials are collectively referred to as the “Materials”.

Be responsible for (i) creating and editing the Content and (ii) posting such Content on the Affiliate’s Social media accounts. All such Content that is uploaded to the Affiliate’s Social media accounts will be posted to the Affiliate’ Social media accounts subject to prior review by Company. Company may at its own discretion deny Affiliate to post certain Content and Affiliate is obligated to immediately remove any Content from his/her Social media account if requested by Company.

2.     Restrictions.

Affiliate agrees that they will not:

Make any derogatory statements about Company and/or Company’s products.

Link to any third-party websites, other than the Affiliate’s Social media accounts or otherwise redirect visitors of the Affiliate’s Social media accounts to third-party websites.

Resell or distribute any Company’s products, including those received for free or as gifts, for commercial purposes, other than via the Affiliate’s Social media accounts.

Promote any Company’s products through websites offering coupon codes.

Promote Company’s products, the Company’s brand, or the Program via any paid media channels

Promote Company’s products, the Company’s brand, the Program via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate

Engage in any fraudulent transactions, as reasonably determined by Company, including without limitation making transactions from Affiliate's IP addresses or computers under Affiliate's control.

3.     Compensation.

Affiliate is entitled to an Affiliate fee, for orders made via referral link (“Qualifying order”).

Affiliate fee represents a percentage of total order amount, including shipping fees, taxes.

Affiliate fee is only paid if the Qualifying order is final;

any returns will cause that specific Affiliate fee to be deducted out of the payments.

any refunds are to be deducted out of the payments and in case Company does not have any outstanding payment obligations to Affiliate, Affiliate is obligated to return overpaid Affiliate fee(s).

Affiliate fee is paid in gross amount, incl. any taxes and charges in accordance with applicable laws, especially including all withholding taxes.

Affiliate fees due hereunder will be made by Company to Affiliate through its payment processor (“Payment Processor”), which, is at this time PayPal Holdings, Inc. Affiliate is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Company for purposes of receiving the payments set forth herein.

Company is not responsible for making any payments based on any amounts, which result from any fraudulent transactions, as reasonably determined by Company, including without limitation any transactions originating from Affiliate's IP addresses or computers under Affiliate's control.

Company will pay Affiliate fee(s) to Affiliate no later than 60 days after the last day of the month for Qualifying Orders, which were placed in the last 30 days or more.

Affiliate fee is set in the Affiliate fee Appendix.

4.     Confidentiality.

 Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Company’s business technology, business relationships or financial affairs, which Company has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information , including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Company from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations: Affiliate will not, at any time, without Company prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Company, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Company. Affiliate will cooperate with Company and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Affiliate will deliver to Company all copies of Confidential Information in Affiliate's possession or control upon the earlier of a request by Company or termination of this Agreement for any reason.

Information of Third Parties. Affiliate understands that Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Company to protect or refrain from use of Confidential Information. Affiliate agrees to be bound by the terms of such agreements in the event Affiliate has access to such Confidential Information.

5.     Intellectual Property Rights.

Affiliate agrees to assign and hereby assigns fully to the Company all Affiliate’s right, title and interest throughout the world in and to any and all Content and any copyrights (including all economic rights of the author, which include but are not limited to right of reproduction of the work in various forms, right of distribution of copies of the work, right to authorize rental of the work, right of public performance of the work, right of broadcasting or other communication of the work to the public, right of translation of the work into other languages, right of adaptation of the work, right to control importation of copies), patents, trademark, trade dress, trade secret, designs, mask work rights or other intellectual property rights relating to all Content.

The above assignment shall (i) relate to all rights in and to the Content throughout the universe, in perpetuity and in all languages, for all now known or hereafter existing uses, media and forms, including, without limitation, the copyrights therein and thereto throughout the universe and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights; (ii) shall include the right for the Company to make such changes therein and such uses thereof as it may deem necessary or desirable; and (iii) the Company shall have the right to transfer the rights acquired under this Agreement to any third party. The Affiliate will waive all rights of “droit morale” or “moral rights of authors” or any similar rights or principles of law that Affiliate may now or later have in the Content to the extent permitted under applicable mandatory law. Affiliate agrees that all Content is the sole property of the Company. If any part of this assignment is not valid under applicable law, the Parties hereby amend the relevant provision in a way that to the greatest extent permitted ensures the transfer of maximum possible ownership and control in the Content to the Company. If an assignment in the said sense is not permitted under applicable law, Affiliate grants Company an irrevocable, perpetual, worldwide exclusive license in and to any and all Content. Affiliate hereby waives and irrevocably quitclaims to the Company or its designee any and all claims, of any nature whatsoever, that Affiliate may now have or may hereafter have for infringement of any and all Content. 

After the above assignment is made, Company shall grant Affiliate the revocable, unlimited, perpetual and worldwide right to use the Content, in any and all media now known or hereafter developed for Affiliate’s promotional purposes under this Agreement.

With respect to Content which portrays Affiliate’s face, body and voice (the “Restricted Materials”), Company shall have the right to use the Restricted Materials as provided by Affiliate, without making any changes to and in Restricted Materials. Company may with Affiliate’s prior approval, make changes to and in Restricted Materials.

Other Developments. Affiliate hereby grants to Company and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Company in connection with the Program or (ii) otherwise created by Affiliate in connection with the Services, (collectively, the “Other Developments”)

6.     Company’s Materials and Trademarks.

Except for Affiliate 's limited right to use the Company Materials solely in connection with performing the Services, Company retains all right title and interest in the Company Materials, including all related intellectual property rights.

Company hereby grants to Affiliate, a limited, non-exclusive, non-transferable and revocable license to use and display Company’s name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.

Affiliate agrees that any use of the Marks:

Will comply with Company’s quality standards and trademark guidelines, which may be provided by Company to Affiliate from time to time.

Will solely inure to the benefit of Company. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Affiliate agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

7.     Federal Trade Commission Requirements.

Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Affiliate's provision of the Services hereunder. Affiliate represents and warrants that he or she or they has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Company’s products, the Company’s brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

8.     Representations and Warranties.

Affiliate represents and warrants that:

He/she/they is at least 18 year of age and legally allowed to live and work in his/her country of residence.

The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Company Materials;

The Content and Other Developments are Affiliate’s original work and that use of the Content and Other Developments by Company will not infringe or involve the misappropriation of any third party rights.

All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Affiliate.

Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Company for any Content or Other Developments or any content or material incorporated therein to any third party.

He/she/they will comply with all applicable laws, rules and regulations, including the Guides

9.     Indemnification.

Affiliate agrees to indemnify and hold harmless the Company and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any reckless or intentionally wrongful act of Affiliate (ii) any breach by the Affiliate of any of the covenants contained in this Agreement, (iv) any failure of Affiliate to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the work product of Affiliate under this Agreement.

10.  Term; Termination.

This Agreement will continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party.

Company may terminate this Agreement immediately and without prior notice if Affiliate refuses to or is unable to perform the Services or is in breach of any provision of this Agreement.

Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except:

Company will pay Affiliate, within 30 days after the effective date of termination, all Affiliate fees owning to Affiliate, for Qualifying orders made prior to the termination date.

11.  Independent Contractor; No Agency.

Affiliate is an independent contractor, and is not, nor will be considered an agent or employee of Company (or any of its affiliates or related entities), and shall have no authority to bind Company (or its affiliates or related entities) by contract or otherwise.

12.  Taxes

Affiliate is solely responsible to remit any and all taxes due by him/her to any government authority as a result of the compensation paid to him/her under this Agreement.

13.  Privacy Policy

Affiliate consents to the Company holding and processing information about him in accordance with Privacy Policy available at https://mybirdbuddy.com/policies/privacy-policy" style="text-decoration:none;">https://mybirdbuddy.com/policies/privacy-policy.

Use of Refersion’s web site is subject to the Privacy policy available at https://www.refersion.com/privacy" style="text-decoration:none;">https://www.refersion.com/privacy.

14.  Governing Law

This Agreement shall be governed by the laws of State of Delaware without regard to its conflicts of law rules. Parties consent to exclusive jurisdiction of court in Delaware.

15.  Notices.

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

16.  Miscellaneous.

Company may change this Agreement in part or whole (i.e. replace it). Updated version will be available on this same link. Updated version will be effective as of next day after becoming available. 

This Agreement constitutes the entire agreement between Affiliate and Company with respect to the subject matter, and supersedes all prior agreements. 

This Agreement and the Services contemplated hereunder are personal to Affiliate and Affiliate shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.

Failure of Company to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Company unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

Affiliate fee Appendix

For Qualifying Orders Company will pay to Affiliate an Affiliate fee. Company may at its sole discretion, have promotions that could set higher percentages as incentive. All details of such promos are at Company’s sole discretion and to be communicated to Affiliate in writing in due time.

Affiliate fee under this Agreement is set at 20%.

For purposes of this Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Company’s products that are purchased pursuant to such Qualifying Order.

Privacy Policy

Affiliate consents to the Company holding and processing information about him in accordance with Privacy Policy available at https://mybirdbuddy.com/policies/privacy-policy" style="text-decoration:none;">https://mybirdbuddy.com/policies/privacy-policy.

Use of Refersion’s web site is subject to the Privacy policy available at https://www.refersion.com/privacy" style="text-decoration:none;">https://www.refersion.com/privacy.