We Share Success Terms & Affiliate Agreement

We Share Success Ltd.
2 Alexandra Gate, Suite A 18
Cardiff, CF24 2SA, United Kingdom

This Agreement is between you (“you” or “MEMBER” or “Affiliate”) and WSS. “WSS” means the “We Share Success Ltd.”with a registered office at2 Alexandra Gate, Suite A 18, Cardiff, CF24 2SA, United Kingdom. In order to participate in the affiliate program, you must first agree to these terms. MEMBER understands and agrees that WSS has the right, at its sole discretion, to accept or deny the entry of the MEMBER into the program based on the MEMBER's application. The effective date of this Agreement is the date upon which WSS accepts MEMBER's entry into the program (the “Effective Date”).  You represent and warrant that you have the necessary and full right, power, authority, and capability to accept these terms and to perform your obligations hereunder.  You can accept the terms by signing and clicking to agree to these terms at the bottom of this website.  You may not participate in the affiliate program and may not accept the terms if (a) you are not at least 14 years old, or (b) you are not of legal age in your jurisdiction to form a binding contract with WSS, or (c) you are a person barred from participating in the affiliate program under the laws of the United States or other countries including the country in which you are resident or from which you participate in the affiliate program. You may not participate in the affiliate program if you do not accept these terms. By accepting the terms, you agree as follows:
WSSowns, programs, edits and operates or controls a network of Web sites “WSS Web Sites”, primarily offering free services, premium services and eCommerce. MEMBER desires to use and promote the WSS Web Sites and WSS desires to compensate Affiliate for such usage and promotion by compensating MEMBER on a monthly basis, all subject to the terms and conditions set forth in this Agreement.

1.     Obligations
(a)General.  Affiliate shall use and promote the WSS Web Sites in accordance with this Agreement. 
(b)Affiliate Links.  WSS will make links available which provide a path to a specific page on one of the WSS Web Sites such that, when clicked on, will cause a user to be transferred to the applicable page of such WSS Web Site. It is a responsibility of the MEMBER to pull the latest links on a regular basis in order to stay synchronized with the WSS Affiliate Program.
(c)Marketing Materials.  WSS will make available to MEMBER WSS’s approved logo (the “WSS Logo”), web buttons, text links, banners, videos etc. designed by WSSto promote the WSS Web Sites. From time to time WSS may modify, supplement or give MEMBER new Marketing Materials, atWSS’s sole discretion.  MEMBER shall be solely responsible for using and integrating (and for all costs related thereto) the WSS Links and the Marketing Materials in accordance with the terms of this Agreement. 
(d)Grant of License.  WSS hereby grants to MEMBER, a worldwide, royalty-free, non-exclusive, non-transferable license for the Term of the Agreement (the “License”) to (i) display, reproduce, distribute and transmit in digital form the Marketing Materials of WSS for the sole purpose of promoting the WSS Sites, (ii) publish the WSS Materials in e-mail solicitations from MEMBER to his/hermailing list whereby MEMBER promotes, in whole or in part, the WSS Sites, and (iii) link or deep-link from the MEMBER’s own or third party’s Web sites and/or, if applicable, from e-mails to the WSS Web Sites. MEMBER acknowledges that WSS has a strict ZERO SPAM POLICY. Using any form of spam to promote WSS Web Sites will lead to immediate termination of this agreement.
(e)Scope of License.  MEMBER shall not use any of the Marketing Materials for any purpose other than promoting the WSSWeb Sites in accordance with the terms of this Agreement or as approved in writing by WSS.  The exact manner of placement of, and the size and location of, the WSS Materials on the MEMBERsites shall be as reasonably determined by MEMBER; provided, however, that MEMBER shall not (i) use, copy or format any of the Marketing Materials (A) in any illegal, libelous, defamatory or other tortuous or improper manner, or (B) on any website that promotes pornography, gambling, or any illegal activity; or (ii) alter, edit, translate, create derivative works of or otherwise modify any of the Marketing Materials unless WSS expressly approves thereof in writing.  
(f)Marketing.  (i) You will be solely responsible for your marketing activities, including the development, operation, and maintenance of Web sites and all materials that appear on or within them. For example, you will be solely responsible for:

  1. the technical operation of all equipment related to the Web sites;
  2. displaying WSS Links and content (including Marketing Materials) on your Websites in compliance with this Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts the Web sites);
  3. creating and posting, and ensuring the accuracy, completeness, and appropriateness of materials posted on the Web sites (including all product and service descriptions and other related materials and any information you include within or associated with WSS Links including the WSS Materials);
  4. using content and the Marketing Materials on or within the Web sites in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
  5. disclosing on the Web sites accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including WSS and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies or other behavioral tracking mechanisms on Users’ browsers;
  6. promptly removing from your Web site and delete or otherwise destroy any content that is no longer displayed on the WSSWeb Sites or that WSS notifies you is no longer available for your use; and
  7. any use that you make of content and the WSS Materials, whether or not permitted under this Agreement.

(ii) WSS will have no liability for those matters set forth in subsection (i) above or for any of your end users’ claims relating to such matters. You agree to defend, indemnify, and hold WSS, WSS’s MEMBERs, licensors and suppliers and WSS’s and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) (“Damages”) relating to (A) your Web sites or any materials that appear on your Websites, including the combination of the MEMBERsites or those materials with other applications, content, or processes; (B) the use, development, design, manufacture, production, advertising, promotion, or marketing of the Marketing Materials; 
(C) your use of any content, whether or not such use is authorized by or violates this Agreement or applicable law; (D) your violation of any term or condition of this Agreement; (E) your or your employees’ negligence or willful misconduct; or (F) your violation of any applicable federal, state or local law or regulation, including, without limitation, laws that govern data privacy and marketing email (e.g., the CAN-SPAM Act of 2003 and Bill C-28 in Canada).(iii) You will ensure that the information associated with your account, including your email address, full name, home address and other contact information, is at all times complete, accurate, and up-to-date. WSS may send notifications (if any), approvals (if any), and other communications relating to this Agreement to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current or delivery of such communication failed due to circumstances beyond the control of WSS.
(iv) In addition, you hereby consent to WSS (i) sending you emails relating to this Agreement from time to time; (ii) monitoring, recording, using, and disclosing information about your marketing activities that WSS obtains in connection with your display of Affiliate Links (e.g., that a particular customer clicked through a link from your site before making a purchase on an WSS Site) in accordance with WSS’s privacy policy.

2.   Commissions
You will receive 10 DEALPOINTS as a welcome bonus plus 5 DEALPOINTS for every member signing up through your personal referral link (Generation 1) and for every member signing up through one of the referral links of your direct members (Generation 2). Additionally, you will receive 5 DEALPOINTS for each member signing up in your Generations 3 to 5.

(c) DEALPOINTS are to be understood as the only and full compensation for your efforts topromote the WSS Web Sites and to invite other free members. Your status as an affiliate with WSS is the status as an independent contractor and not as an agent, employee, legal representative, partner or franchisee of WSS. You understand and agree that you will not be treated as an employee for any tax purposes whatsoever, nor for purposes of any unemployment taxes, pension funds, national or state income or insurance taxes. You will not be treated as an employee for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contributions Act, the Social Security Act, or any other federal or state unemployment acts, employment security acts, workers compensation acts, or any other federal or state laws applicable to employees. You agree to pay all applicable federal and state income taxes, self-employment taxes, sales taxes, local taxes, and or federal, state, or local licenses that may become due as a result of your activities under this Agreement. 

(d)  MEMBER shall be solely responsible for all fees, taxes, charges or other assessments (except taxes on the income or gross revenue of WSS) on any payments made by WSS to MEMBER hereunder, including, without limitation, commissions, bonuses and any other services provided by WSS to MEMBER, whether designated as federal, state, local or otherwise, including any penalties or interest thereon, and shall promptly pay all such amounts as and when they may become due.

3. Submissions 
(a) If you provide WSS or any of its MEMBERs with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement (collectively, “Submissions”), you hereby irrevocably assign to WSS all right, title, and interest in and to the Submissions and grant WSS (even if you have designated a Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Submissions in any manner; and (ii) adapt, modify, re-format, and create derivative works of Submissions for any purpose.
 (b)  Additionally, you hereby warrant that: (i) you have all rights and licenses in the Submissions necessary to grant to WSS the rights set forth above; and (ii) the exercise of rights under the license above will not violate any person’s or entity’s rights, including any intellectual property rights. You agree to provide WSS such assistance as WSS may require to document, perfect, or maintain its rights in and to the Submissions.

 4.   Marketing; Press Releases
MEMBER shall reasonably cooperate in WSS’s marketing and public relations activities to promote the WSS Sites (provided that such cooperation shall not result in any out-of-pocket cost or unreasonable internal administrative cost to MEMBER).  Such activities may include, without limitation, issuing press releases announcing WSS Web Sites and services.  MEMBER shall not (i) issue a press release or other public announcement regarding this Agreement or the matters addressed herein or (ii) use the name, logo, trademark or other service mark, in each instance without first obtaining WSS’s prior written consent. You will not misrepresent or embellish the relationship between WSS and you (including by expressing or implying that WSS supports, sponsors, endorses, or contributes to any charity or other cause), or express or imply any relationship or affiliation between WSS and you or any other person or entity except as expressly permitted by this Agreement. 

5.   Termination
This Agreement shall commence on the Effective Date and continue unless terminated by MEMBER at any time by providing WSS written notice of termination.  In addition, WSS reserves the right to terminate this agreement for one or more of the following reasons:
1.            The MEMBER is not uploading a proof of identity upon request or the uploaded proof of identity does not match with the personal details in the MEMBER’s profile at www.wesharesuccess.com
2.            The MEMBER is spamming to promote WSS Web Sites.
3.            The MEMBER is cheating, not limited to creating fake accounts, using a fake name or address, trying to manipulate the WSS software and code for any reason or asking third parties to cheat.
4.            The MEMBER is making false and/or negative statements, comments, articles or posts about WSS, WSS Web Sites or any activity of WSS or activity of one of WSS’s representatives or business partners, written or spoken or otherwise communicated in public. MEMBER shall always address any concerns regarding WSS or regarding the fulfillment of this Agreement directly to WSS by using the given internal options for communication.
Upon the termination of this Agreement, you irrevocably lose the right to receive any future payments. You have to refund all payments that you might have received based on this Agreement after you have started any forbidden activities (especially the above named under Par. 5 # 2., 3. and 4.)
WSS reserves the right to withhold any payment for a reasonable time.

6.   Warranties; Limitations on Liability


7.  Miscellaneous
(a)  Entire Agreement/Waiver.  This Agreement sets forth the entire understanding and Agreement of the parties as to the subject matter hereof, and supersedes any and all prior representations, warranties, negotiations, agreements, and arrangements, and may be changed only by a written agreement signed by both parties.  Headings are inserted for the convenience of the parties only and shall not be interpreted to modify the contractual language within each section.  A failure or omission by either party to enforce any remedy for any breach of any term or condition in this Agreement shall not be construed as a waiver of such term or condition.  Any waiver hereunder shall be valid only to the extent that such waiver is expressed in writing and executed by the party granting such waiver.
(b)  Notice.  All notices or other written communication required under this Agreement shall be in writing sent to the addresses provided in this provision shall be deemed properly given by sender and received by the addressee if on (i) the date of personal service or courier delivery or (ii) the fifth (5th) business day following first class, registered or certified, postage prepaid mailing.  Notice sent to WSS shall be sent to We Share Success Ltd., 2 Alexandra Gate, Suite A 18, Cardiff, CF24 2SA, United Kingdom attn.:  Legal Department.
(c)  Attorneys’ Fees.  In addition to any other damages that either party may be entitled to at law or in equity, should either party breach this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees, costs, and expenses incurred in successfully enforcing the terms of this Agreement.
(d)  Governing Law; Submission to Jurisdiction.  This Agreement and any disputes arising under or related thereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by the laws of the state of Nevada and the federal laws applicable therein, without reference to principles of conflicts of law.  The state and federal courts with jurisdiction in Clark County, Nevada shall have exclusive jurisdiction to hear and decide any and all legal actions, suits or proceedings arising out of this Agreement (whether for breach of contract, tortious conduct or otherwise), and the Parties to this Agreement each hereby irrevocably accept and submit to the personal jurisdiction of such court with respect to any legal actions, suits or proceedings arising out of this Agreement.
(e)  No Assignment.  This Agreement is non-assignable without the written consent of the other party, except that WSS may assign this Agreement without consent ofMEMBER in connection with any sale of or any other transaction involving the transfer of more than fifty percent of its voting securities or assets. Any assignment in violation of this Agreement will be void.
(f)  Force Majeure.  Each party will promptly notify the other upon becoming aware that a Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.  Subject to the foregoing, neither party will be liable for any delay resulting from a Force Majeure Event and relevant performance dates will be extended to the extent of any such delay.  For purposes hereof, "Force Majeure Event" means, with respect to either party, any strike or other labor dispute, riot, war, act of terrorism, any natural disaster, fire, explosion, act of government or governmental agency or instrumentality, or other contingency beyond the reasonable control of either party, which in any such case interferes with, or prevents, the fulfillment by such party of its obligations hereunder.
(g)  Relationship of Parties.  Nothing in this Agreement shall be construed to (i) create a joint venture, partnership, employer/employee relationship, agency or any other relationship other than that of parties contracting as independent contractors.
(h)  Severability.  If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective to the extent of such invalidity, illegality or unenforceability, the validity, legality or enforceability of the other provisions hereof shall not be affected thereby, and there shall be deemed substituted for the provision at issue a valid and enforceable provision as similar as possible to the provision at issue, all without affecting the validity, legality or enforceability of such provision in any other jurisdictions. 
(i)  Interpretation.  The parties hereto acknowledge and agree that this Agreement represents the product of negotiations conducted in good faith and that this Agreement should not be interpreted in favor of or against any party because of such party’s ability or inability to control the drafting of this Agreement. 

(j)  Survival.  The obligations under this contract of both Parties shall survive termination of this agreement.  The provisions of this Agreement which are intended to survive termination, including, without limitation, the indemnification obligations and limitations of liability, or are necessary to interpret the rights and obligations of the parties in connection with such termination, as well as all unpaid payment obligations, shall survive the execution of this Agreement and remain binding on the parties in accordance with the terms of this Agreement.