July 15, 2020
Thank you for registering as an influencer in the Marketing Influencer Program of Sound Legends, Inc. a Florida corporation, from here on to be referred to as (“Sound Legends”, “us”, “we”, “our”).
TERMS AND CONDITIONS. The following terms and conditions (these “terms and conditions”) constitute the agreement (the “Agreement”) between yourself and Sound Legends regarding your participation in our Marketing influencer Program (“Marketing influencer Program”) operated via Sound Legends.com/influencer (the “Program Site”) for the promotion and marketing of the Sound Legends website (the “Sound Legends Website”) offered hereunder (the “Sound Legends Services”).
1. MODIFICATION. We may modify these terms and conditions, at any time at our sole discretion, by posting on our influencer Program Site a notice of a change of terms. Your continued use of our Marketing influencer Program following such change will constitute your agreement to the updated terms and conditions. If any modification is unacceptable to you, your sole recourse is to terminate this agreement and your continued participation in the Marketing influencer Program. Due to the above, we advise you to frequently visit the Marketing influencer Program webpage and review the terms and conditions.
2. MARKETING INFLUENCER PROGRAM APPLICATION. Please read this Agreement carefully. To enroll, please complete and submit the Marketing influencer Program application form via the Program Site. You must accurately complete the application to become an influencer (and ensure that your information in the influencer Program Site is updated) and not use any aliases or other means to mask your identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the influencer Program. We may accept or reject your application at our sole discretion. Unless you receive a clear written notice from Sound Legends confirming your participation in the influencer Program, you shall not be deemed to be part of the influencer Program.
3. INFLUENCER ELIGIBILITY. You must be a registered Sound Legends User to be eligible to participate in the Marketing influencer Turkish residents are not eligible to participate in the Marketing Influencer Program.
4. ACCEPTANCE; LINKS. Following your acceptance to the influencer Program, we will make available to your advertisement banners, button links, text links and other links to the Sound Legends Website (the “Links”), which you may display on websites owned or controlled by you and/ or, subject to Sound Legends’s approval, in email sent by you and clearly identified as coming from you and online advertisements and campaigns (the “influencer Site”), provided you abide by the terms and conditions hereof. In using the Links, you agree that you will cooperate fully with us to establish and maintain the Links. You may not modify a Link, without our prior written consent. The Links will serve to identify you as a member of our Marketing influencer Program and will establish a link from your Media to the Program Site
5. USE OF LINKS AND SOUND LEGENDS MARKS. During the term of this Agreement, Sound Legends hereby grants you (I) a limited, revocable, non-exclusive and non-transferable, non-sublicensable license to place the Links on your influencer Site during the term of this Agreement, and (ii) a limited, revocable, non-exclusive and non-transferable, non-sublicensable license to use our logos, brands, trade names, trademarks, service marks and similar identifying material (including as appear within the Links) (collectively, the “Sound Legends Marks”), solely for the purpose of promoting the Sound Legends Services and the Sound Legends Website within the framework of the influencer Program and subject to the terms and conditions herein. You acknowledge and agree that:
- you will use the Links and Sound Legends Marks only as permitted hereunder for purposes of promoting the Sound Legends Services and Sound Legends Website and may not sub-license, assign or otherwise transfer such license;
- you will use the Links and Sound Legends Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Sound Legends. You may not alter, modify or change the Links and/or Sound Legends Marks in any way whatsoever;
- you will use the Links and/or Sound Legends Marks only in a manner that reflects favorably on Sound Legends;
- the Sound Legends Marks are and shall remain the sole property of Sound Legends and/or its licensors;
- you shall not, now or in the future, contest the validity of any Sound Legends Mark or use any term or mark confusingly similar to the Links and/or Sound Legends Marks.
- You may not use the MasterCard name or logo at any time.
- The license shall terminate ipso facto upon the termination of this Agreement. In addition, we may revoke your license to use the Links and/or the Sound Legends Marks at any time by written notice to you. You acknowledge that the Links and Sound Legends Marks are provided on an “as is” basis and without any warranty whatsoever. You further acknowledge that you did not pay any consideration for use of the Links and/or the Sound Legends Marks and nothing herein shall be construed as a grant to you of any right, interest or title in or to the Links, the Sound Legends Website, the Sound Legends Services and/or the Sound Legends Marks, except the limited right to use same in accordance with these terms and conditions.
7. PROHIBITED ACTIVITY. If your use of any Link is not in compliance with the terms of this Agreement, we may block your access to the Links you use. You may not advertise the Sound Legends Website or the Sound Legends Services in any way not approved in advance by Sound Legends, including, without limitation, the use of spam e-mails (i.e. – sending unsolicited mass emails or spam), whether via email or any other form. Any spamming techniques for soliciting referrals will constitute a breach of this Agreement and will automatically terminate your right to participate in the Marketing influencer Program. In addition to the restrictions regarding spamming, as set forth above, influencer shall not:
- engage in any fax, broadcast or telemarketing with respect to Sound Legends, the Sound Legends Services and/or the Sound Legends Website,
- use Scum ware techniques or any other predatory advertising or marketing methods in any of its dealings relating to Sound Legends, the Sound Legends Services and/or the Sound Legends Website, (“Scum ware” means the use of pop-up/unders banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices) Any pop-ups/unders used for the Marketing influencer Program shall be clearly identified as influencer served in the title bar of the window and any client-side ad serving software used by influencer shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted method,
- make any representations, warranties or other statements concerning Sound Legends or any of Sound Legends Services, except as expressly authorized herein and not make any false, misleading or disparaging representations or statements with respect to Sound Legends, the Sound Legends Services and/or the Sound Legends Website, or
- engage in any other practices which may adversely affect the high image, credibility or reputation ion of Sound Legends, the Sound Legends Services and/or the Sound Legends Website, including but not limited to using any Link or Sound Legends Mark in any manner, or having any related content posted to influencer Site, that (i) is illegal, harmful, threatening, defamatory, obscene, sexually explicit (ii) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (iii) violates any intellectual property or other proprietary rights of any third party (iv) contains profanity or otherwise contains materials that Sound Legends informs you that it considers objectionable. You shall not place Sound Legends ads on any online auction platform (i.e. eBay, Amazon, etc.), and not use in Pay Per Click campaigns or otherwise any Sound Legends Marks as keywords such as “Sound Legends”, “Sound Legends.com”, “Sound Legends influencer Program”, “Sound Legends Partners”. For avoidance of doubt, any Pay Per Click campaign (or similar marketing campaign, such as Google AdWords, Yahoo Pay Per Click advertising, MSN Pay Per Click advertising and contextual keyword targeted campaigns) resulting in the redirection of a potential customer to influencer Site using any Sound Legends Marks as keywords shall not be viewed as an introduction of a Referral and shall not entitle the influencer to any Commissions under this Agreement. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Sound Legends in writing. Anti-Spam Policy. You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Marketing influencer Program must include the appropriate parties opt-out link. From time to time, we may request – prior to your sending emails containing linking or referencing the Marketing influencer Program that you submit the final version of your email to Sound Legends for approval by sending it to email@example.com and upon receiving written approval from Sound Legends of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Sound Legends’s approval of your email for compliance with the Act or assert any claim that you are in compliance with the Act based upon Sound Legends’s approval.
8. REFERRALS. A “Referral” means a (i) unique user that clicked a Sound Legends Link on the influencer Site (ii) who is not a computer-generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields, (iv) is not already in the process of becoming a customer/user of Sound Legends or the Sound Legends Services other than through you and (v) who is not a Turkish resident. A “Registered Referral” means a Referral that completes the registration process on the Sound Legends Website after arriving to the Sound Legends Website through a Link on the influencer Site where the Link is the last link to the Sound Legends Website and who was approved by Sound Legends to receive Sound Legends Services. The Referral shall only be recognized for one account per unique user. An existing Sound Legends user cannot and will not be a Referral. Sound Legends reserves the right to refuse to register any Referral(s) or to close accounts of any Registered Referral if necessary, in its sole discretion to comply with any requirements Sound Legends may periodically establish, including without limitation regarding fraud, unlawful activity, breach of the terms and conditions of use, or otherwise. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between influencer Site and the Sound Legends Website are properly formatted throughout the entire term of this Agreement. Be aware that Sound Legends’s policy is not to accept Referrals from certain excluded territories sanctioned by the Office of Foreign Assets Control (OFAC). Influencer shall be entitled to receive commissions and fees (the “Commissions”) as set forth under the applicable offer received from Sound Legends, which may be viewed on the Program Site, under the Offers menu under Live Offers (“Offer”). Sound Legends reserves the right to modify the Offer, Commissions rates and/or the payment terms at any time upon reasonable notice to the influencer. Commissions will only, be paid for a Qualified Actions. A “Qualified Action” means a Registered Referral who, subject to the specific Offer, purchases services from www.soundlegends.com. Sound Legends will calculate the Commission amounts payable to the influencer in accordance with the applicable Offer. The Commissions represent the complete and entire compensation to the influencer for services under this Agreement, and you will not seek further compensation from Sound Legends or any of its influencers.
9. PAYMENT TERMS. All Commissions will be paid to you monthly, within 20 days after the end of the applicable calendar month during the term hereof. Payment of Commissions shall be made directly to your PayPal account as designated by you. Minimum payments of $50.00 The Program Site shall automatically generate an invoice on behalf of the influencer for all Commissions payable under this Agreement. Sound Legends shall remit payment to influencer based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Sound Legends in its sole discretion. Please be advised that determinations and process of Qualified Actions can take several days. Accordingly, Commission for some of your Qualified Actions will be paid in the following month. If influencer disputes in good faith any portion of an invoice, influencer must submit that dispute to Sound Legends in writing and in sufficient detail within thirty (30) days of the date on the invoice. If influencer does not dispute the invoice as set forth herein, then influencer agrees that it irrevocably waives any claims based upon that invoice. In the event that influencer is also tracking Qualified Actions and influencer claims a discrepancy, influencer must provide Sound Legends with influencer’s reports within three (3) days after 30th day of the calendar month, and if Sound Legends’s and influencer’s reported statistics vary by more than 10% and Sound Legends reasonably determines that influencer has used generally accepted industry methods to track Qualified Actions, then Sound Legends and influencer agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Sound Legends’s numbers shall govern. The influencer shall be responsible for the payment of all taxes and compulsory payments payable with respect to the Commission and shall submit to Sound Legends its information using a W-9 Form or W-8 Series Form as applicable (the “W-Forms”) to allow Sound Legends filings for the U.S. Internal Revenue Service. Sound Legends may delay payments of Commission if Company fails to submit the W-Form as applicable billing and processing fees or other payment charges in connection with any payments made to the influencer shall be paid by the influencer. Sound Legends shall be entitled to set-off from the Commissions payable any associated costs related to the transfer of Commissions. If influencer has an outstanding balance due to Sound Legends under this Agreement or any other agreement between the influencer and Sound Legends, whether related to the Marketing influencer Program, influencer agrees that Sound Legends may offset any such amounts due to Sound Legends from amounts payable to influencer under this Agreement. Sound Legends retains the right to review all Commissions for possible fraud, where such fraud may be on the part of the Referral or on your part. Without derogating from the foregoing, Sound Legends in its sole discretion shall withhold the payment of any outstanding commissions to any influencer should Sound Legends consider that the influencer has created false account(s) for the purposes of generating accruals. Any incidence of fraud on your part, including without limitation the opening of false accounts, constitutes a breach of this Agreement, and Sound Legends shall have the right to terminate this Agreement immediately in the event of such breach, without derogating from other remedies available to Sound Legends under law or in equity. Further, if Sound Legends deems that fraud has occurred, either on your part or on the part of a Referral, you shall not be entitled to receive any Commissions which have accrued to your benefit at such time whether such Commissions were generated through fraud or otherwise. You are urged to provide accurate details regarding the manner and information relating to your preferred method of receiving Commissions and Sound Legends shall not be held liable for your delayed receipt of Commissions due to your provision of inaccurate details. In any event, other than in case of fraud, delays up to 60 days in payment of Commission shall not constitute breach of this Agreement.
10. PROPRIETARY RIGHTS. The Sound Legends Marks, Sound Legends Website, Links, any content thereon, including all Sound Legends’ marketing and/or promotional materials and demographic and other information and data therein, Referrals, and all software, tools, documents, processes, methodologies, know-how, and any additional intellectual or other property used by or on behalf of Sound Legends together with all copyrights, trademarks, patents, trade secrets and any other intellectual property rights attached and/or related thereto (collectively, “Sound Legends Property”) and any derivatives and/or modifications thereto, are and shall remain the sole and exclusive property of Sound Legends and/or its licensors. Nothing in this Agreement shall confer on the influencer any right of ownership in the Sound Legends Property and all use thereof by the influencer shall inure to the benefit of Sound Legends.
12. TERM AND TERMINATION. The term shall begin and this Agreement shall be in effect as of your acceptance to the influencer Program and will continue until either party decides to terminate this Agreement. Either party may immediately terminate this Agreement, at any time, with or without cause, by giving the other party written notice of termination, where such notice may be served via fax or e-mail. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid, provided however that if termination is due to fraudulent accounts/activity, then you shall not be entitled to any payment. Upon the termination of this Agreement for any reason: (a) each party shall return to the other party all property of the other party in its possession or control (including Sound Legends Marks and any related materials, and all Confidential Information); (b) you shall immediately cease displaying any Links, Sound Legends Marks and/or anything related to Sound Legends Services on the influencer Site and any website or otherwise and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of us to you pursuant to this Agreement or in connection with the influencer Program, and (c) all rights granted to you hereunder will immediately cease. Following the termination of this Agreement and our payment to you of all Commissions due at such time of termination in accordance with this Agreement, we shall have no obligation to make any further payments to you. Sections 9 and 12 through 19 shall survive the termination or expiration of this Agreement.
13. CONFIDENTIALITY. We may disclose to your certain information because of your participation as part of the influencer Program, which information we consider to be proprietary and/or confidential and which may include personal information of users which is protected under data protection laws (“Confidential Information”). You shall maintain all Confidential Information under strict confidence and shall not disclose such Confidential Information to any third party nor utilize it, directly or indirectly, for any purpose other than for participating in the influencer Program and fulfilling your obligations herein. Confidential Information shall exclude only such information that is or becomes at no fault of yours, generally known or available to the public. You may disclose Confidential Information if you are required to do so by law or under legal process; if you notify us in writing of such requirement. You may not disclose to us any information that you or any third party considers confidential without our prior written consent.
14. DISCLAIMER OF WARRANTY. SOUND LEGENDS MAKES NO WARRANTIES HEREUNDER, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, SOUND LEGENDS FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE SOUND LEGENDS WEBSITE OR SERVICES MADE AVAILABALE THEREBY DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SOUND LEGENDS LINKS AND/OR THE SOUND LEGENDS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
15. LIMITATION OF LIABILITY. SOUND LEGENDS AND ITS INFLUENCERS SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR DEATH OR BODILY INJURY, SOUND LEGENDS’S MAXIMUM LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM OR DAMAGES HOWSOEVER ARISING WILL BE LIMITED TO THE COMMISSION PAID TO YOU BY SOUND LEGENDS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE DAMAGES.
16. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Sound Legends and its influencers, including their directors, officers, employees, subcontractors and agents (collectively, the “Indemnified Parties”), from and against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (i) your breach of any representation, warranty, obligation or covenant under this Agreement; (ii) your gross negligence or willful misconduct; or (iii.) any warranty, condition, representation, indemnity or guarantee relating to Sound Legends, the Sound Legends Services and/or the Sound Legends Website made by you. The Indemnified Party shall promptly provide influencer with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs and shall provide reasonable assistance to the influencer in the defense thereof. The Indemnified Party shall have the right to defend such claim if in its reasonable opinion the influencer fails to effectively do so. No settlement intended to bind the Indemnified Party shall be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.
16. NO WAIVER. The failure of either party to enforce (or delay in enforcing) at any time for any period any one or more of the terms of this Agreement shall not be a waiver of such term(s) or of the rights of such party at any time subsequently to enforce all the terms of this Agreement.
17. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
18. ASSIGNMENT OF RIGHTS. All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Influencer shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations here under, to any third party without prior written consent from Sound Legends, to be given or withheld at the sole discretion of Sound Legends. Sound Legends shall be entitled to assign this Agreement at its discretion.
20. SEVERABILITY. If any provision of this Agreement is invalid, illegal or unenforceable for any reason, such provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the invalid, illegal or unenforceable provision eliminated.
19. APPLICABLE LAWS. This Agreement shall be governed, construed and enforced in accordance with the laws of the state of Florida. Each party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in Miami-Dade, Florida and by execution of this Agreement each party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
20. PROMOTIONS. Sound Legends offers several attractive reward features to its influencers. Bonuses are rewarded to influencers as part of the Sound Legends promotions programs. These bonuses are limited time offers and the terms and conditions associated with any bonus rewards are subject to change. Bonuses are given at the sole discretion of Sound Legends. These bonuses are based on real New Referrals referred by influencers using Sound Legends tracking links. Any indication of fraud, manipulation or other forms of deceitful or fraudulent activity based on the provision of the bonus will nullify the influencer account.
If you have any questions please contact us at firstname.lastname@example.org