By clicking on “I agree” (or a similar box or button) when you sign up to be a Easy Peasy Business Founding Member or participate in any Ambassador Program activities, you agree to be bound by the following Ambassador Program Agreement (the “Agreement”). The Agreement is between you, as Ambassador (“You” or “Ambassador”), and Easy Peasy Business, Ltd (“Easy Peasy Business”). Each of Ambassador and Easy Peasy Business may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at https://ambassadors.easypeasybusiness.com/ambassador-partner-programme/. Easy Peasy Business reserves the right to update and change the Agreement by posting updates and changes here: https://ambassadors.easypeasybusiness.com/ambassador-partner-programme/. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Ambassador Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Easy Peasy Business’s other policies, including but not limited to Easy Peasy Business’s Terms of Service and Privacy Policy, all of which are included in our Legal and Policy Center (collectively, “Easy Peasy Business’s Policies”). For the avoidance of doubt, all such Easy Peasy Business Policies form part of this Agreement and are incorporated by reference.

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1. Ambassador Responsibilities

1.1. Marketing Activities

1. Ambassador will bear all costs and expenses related to Ambassador’s marketing or promotion of Easy Peasy Business or Ambassador’s products or services associated with Ambassador’s participation in the Ambassador Program (collectively, “Ambassador Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Easy Peasy Business in its sole discretion.
2. In no event will Ambassador engage in any Ambassador Marketing Activities except as expressly set forth in this Agreement. In conducting all Ambassador Marketing Activities, Ambassador will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
3. Without limiting the generality of Section 1.1.2, Ambassador will (i) not send any email regarding Easy Peasy Business to any individual or entity that has not requested such information; (ii) always include Ambassador’s contact information and “unsubscribe” information in any email regarding Easy Peasy Business; and (iii) not imply that such emails are being sent on behalf of Easy Peasy Business without prior permission and written consent.
4. An Ambassador will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Easy Peasy Business; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Easy Peasy Business; (iii) make any false, misleading or disparaging representations or statements with respect to Easy Peasy Business; (iv) solicit any of Easy Peasy Business’s customers to leave Easy Peasy Business; (v) copy, resemble or mirror the look and feel of Easy Peasy Business’s websites, Easy Peasy Business’s Trademarks (as defined below) or Easy Peasy Business’s services or otherwise misrepresent Ambassador’s affiliation with Easy Peasy Business; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Easy Peasy Business, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Easy Peasy Business or the Ambassador’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates Easy Peasy Business's Policies, including but not limited to our Acceptable Use Policy.
5. Anything Ambassador communicates in marketing or advertising any Easy Peasy Business product, service or opportunity must be true and accurate. Claims that relate to any Easy Peasy Business product, service or opportunity that are untrue or fraudulent are strictly prohibited. Ambassador may not claim that any government, person, or entity endorses or supports Easy Peasy Business. Ambassador may not use the intellectual property of any other person or entity in advertising any Easy Peasy Business product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Ambassador will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorised and Prohibited Activities

1. Ambassador will not promote or advertise Easy Peasy Business on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivised sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
2. Ambassador will not use its links directly in any pay-per-click advertising;
3. Ambassador will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Easy Peasy Business Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Easy Peasy Business Trademarks.
4. Ambassador will not create or participate in any third party networks or sub-affiliate networks without the express written permission of Easy Peasy Business.
5. Ambassador will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
6. Ambassador will not use direct linking to any page on any Easy Peasy Business website, without prior written permission from Easy Peasy Business.
7. Ambassador will not mask its referral sites or use deceptive redirecting links.
8. Ambassador will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Easy Peasy Business, any other customer or Ambassador of Easy Peasy Business, or Easy Peasy Business itself.

1.4. OFT Guidelines

1. The Office of Fair Trading in the United Kingdom (“OFT”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Ambassador Program with Easy Peasy Business, Ambassador receives compensation for referrals made to Easy Peasy Business. This may create an obligation for Ambassador to provide disclosure to consumers.
2. Full compliance with these guidelines requires, among other things, that (a) Ambassador clearly and conspicuously disclose that Ambassador is being compensated for referring customers to Easy Peasy Business; and (b) Ambassador is not engaged in misleading or deceptive advertising. For further information Ambassador should refer to the statement released by the OFT regarding these guidelines.

1.5. Other Ambassador Terms

1. Ambassador must have an active Easy Peasy Business customer account.
2. Ambassador must have an active PayPal account in which to receive payment of any Referral Fees.  This is the only method in which Easy Peasy Business will pay You the Referral Fees.  If you do not currently have a PayPal account, you can sign up here https://www.paypal.com/.
3. If the Ambassador is an individual, You must be older than 18 years.
4. You confirm that You are becoming a Ambassador for the purposes of carrying on a business activity and not for any personal, household or family purpose.
5. To become an Ambassador, Ambassador must create an Ambassador Account by providing all information indicated as required. Easy Peasy Business may reject an application for a Ambassador Account for any reason, in its sole discretion. Ambassador acknowledges that Easy Peasy Business will use the email address provided by Ambassador as the primary method for communication. Ambassador is responsible for keeping its Ambassador Account password secure. Easy Peasy Business cannot and will not be liable for any loss or damage arising from Ambassador’s failure to maintain the security of the Ambassador Account and password.
6. Ambassador acknowledges and agrees that Ambassador will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Ambassador.
7. Ambassador will promptly inform Easy Peasy Business of any information known to Ambassador that could reasonably lead to a claim, demand or liability of or against Easy Peasy Business by any third party.
8. Ambassador acknowledges and agrees that Easy Peasy Business may amend this Agreement at any time by posting the relevant amended and restated Ambassador Program Agreement on Easy Peasy Business’s website, available at https://easypeasybusiness.com/policies/ambassador-program-terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Easy Peasy Business will provide reasonable notice by email. Ambassaodrs continued participation in the Easy Peasy Business Ambassador Program after the amended Ambassador Program Agreement is posted to Easy Peasy Business’s website constitutes Ambassador’s agreement to, and acceptance of, the amended Agreement. If Ambassador does not agree to any changes to the Agreement, Ambassador must terminate the Agreement by discontinuing its participation in the Easy Peasy Business Ambassador Program.
9. Ambassador acknowledges and agrees that Ambassador’s participation in the Easy Peasy Business Ambassador Program, including information transmitted to or stored by Easy Peasy Business, is governed by the Easy Peasy Business Policies found at https://easypeasybusiness.com/policies.
10. If Ambassador’s recruiting efforts include claims related to the potential income a Easy Peasy Business customer can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Easy Peasy Business, the following guidelines must be adhered to: (a) Your statements must be completely true and accurate and supported by evidence; (b) if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and (c) Your statements must be accompanied by the Easy Peasy Business Income Disclosure Statement found at https://easypeasybusiness.com/policies/income-disclaimer.

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2. Referral Fees

2.1. Payment of Fees

1. Upon acceptance into the Ambassador Program, You will be assigned one or more unique Ambassador URLs that You will use to advertise Easy Peasy Business. When the Prospect creates a Easy Peasy Business account by using Your Ambassador URL, Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Sold Account later upgrades its Easy Peasy Business account, such upgrade will be credited to the Ambassador that was the original referring Ambassador, despite the fact that such update may have come through a different Ambassador account.
2. Subject to Ambassadors compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Easy Peasy Business monthly, annually or one a one-off basis. The referral fee amount is dependent on the product or service sold.  You can find details of all Ambassador referral fees at https://easypeasybusiness.com/policies/commission-payments. Payments of any Referral Fees will be made on the last day of the following month after Easy Peasy Business’s receipt of such payments.
3. Referral Fees are paid only for transactions that actually occur between Easy Peasy Business and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Easy Peasy Business, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Ambassador account within 30 days from such referral’s subscribing to Easy Peasy Business’s services, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Ambassador account, a referral must either use your affiliate link directly or reach out to support@easypeasybusiness.com within those first 30 days requesting to be linked.  If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the applicable Referral Fee will be deducted from any future Referral Fees. If Easy Peasy Business determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Easy Peasy Business’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Easy Peasy Business after payment, such amounts shall be deducted from any future Referral Fees.  A referral may request at any time to be removed from Your Ambassador Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.
4. No Referral Fees will be paid on any Sold Account that is an affiliated business of the applicable Ambassador.
5. Prospects that are referred to Easy Peasy Business through a customer account that is not a participant in the Ambassador Program will receive an email notification from Easy Peasy Business inviting them to join the Ambassador Program.  Referral Fees from such referrals will be paid if the customer joins the Ambassador Program within two (2) months of such notification.  If the customer does not join the Ambassador Program within such two (2) month period, such Referral Fees will be forfeited even if such customer later joins the Ambassador Program.

2.2. Ambassador Representations; Taxes

1. Ambassador hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Ambassador’s business, if any, such as licensing, tax and other business operation requirements.
2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Easy Peasy Business. If You are not a resident of the United Kingdom, Easy Peasy Business may withhold tax (including without limitation VAT) where required to by applicable law. Where Easy Peasy Business is required to withhold tax, Easy Peasy Business will document such withholding.

2.3. Inventory Loading/Rebates

Ambassador will not be paid any Referral Fees for payments made on Your own User Account(s). Ambassador is not permitted to open a Easy Peasy Business account under the name of another person or entity, or under a fictitious name. Ambassador is not permitted to open a Easy Peasy Business account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Ambassador may not pay for another person’s account. Ambassador is not permitted to refer itself or any affiliated business. Ambassador is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Easy Peasy Business all Referral Fees earned as a result of any such violation.

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‍3. Termination

3.1. Termination

1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
2. Fraudulent or other unacceptable behavior by Ambassador, including breach of this Agreement or any Easy Peasy Business Policies, as determined by Easy Peasy Business in its sole discretion, may result in one or more of the following actions being taken by Easy Peasy Business: (a) termination of Your affiliation with Easy Peasy Business in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Ambassador Program; and/or (c) termination of Your Ambassador account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
3. At any time that your Easy Peasy Business (including all products and services registered to such brand) customer account is cancelled or suspended by either Party, Ambassador’s participation in the Ambassador Program shall be automatically terminated and Ambassador shall no longer be entitled to any further Referral Fees. If Ambassador later activates a Easy Peasy Business customer account, Ambassador will be entitled to apply for participation in the Ambassador Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Ambassador will forfeit all Referral Fees from its Sold Accounts prior to such termination.

3.2. Results of Termination

1. Upon termination of this Agreement: (a) Ambassador will immediately cease displaying any Easy Peasy Business Materials (as defined below) or any Easy Peasy Business Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Ambassador under this Agreement will immediately cease, including but not limited to the right of Ambassador to access the Ambassador Account and Ambassador Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Easy Peasy Business in its sole discretion.
2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Easy Peasy Business), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.‍

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4. Intellectual Property Rights

4.1. Easy Peasy Business Materials

1. All Easy Peasy Business Materials will be solely created and provided by Easy Peasy Business unless otherwise agreed to by Easy Peasy Business in writing in advance. Easy Peasy Business will provide Ambassador with copies of, or access to, Easy Peasy Business Materials. By using the Easy Peasy Business Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Easy Peasy Business Materials. The Easy Peasy Business Materials are provided “as is” and without warranty of any kind.
2. Ambassador may display Easy Peasy Business Materials on its websites solely for the purpose of marketing and promoting Easy Peasy Business and its products and services during the term of this Agreement, or until such time as Easy Peasy Business may, upon reasonable prior notice, instruct Ambassador to cease displaying the Easy Peasy Business Materials. Ambassador may not alter, amend, adapt or translate the Easy Peasy Business Materials without Easy Peasy Business’s prior written consent. Nothing contained in any Easy Peasy Business Materials will in any way be deemed a representation or warranty of Easy Peasy Business. The Easy Peasy Business Materials will at all times be the sole and exclusive property of Easy Peasy Business and no rights of ownership will at any time vest with Ambassador even in such instances where Ambassador has been authorised by Easy Peasy Business to make changes or modifications to the Easy Peasy Business Materials.
3. “Easy Peasy Business Materials” means any marketing or promotional materials relating to Easy Peasy Business or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Easy Peasy Business Trademarks.

4.2. Easy Peasy Business Trademarks

1. During the term of this Agreement, Easy Peasy Business hereby grants to Ambassador a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Easy Peasy Business Trademarks for the sole purpose of marketing and promoting Easy Peasy Business and its products and services. Ambassador acknowledges and agrees that: (a) it will use Easy Peasy Business's Trademarks only as permitted under this Agreement; (b) it will use the Easy Peasy Business Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Easy Peasy Business in writing from time to time; (c) the Easy Peasy Business Trademarks are and will remain the sole property of Easy Peasy Business; (d) nothing in this Agreement will confer in Ambassador any right of ownership in the Easy Peasy Business Trademarks and all use thereof by Ambassador will inure to the benefit of Easy Peasy Business; (e) Ambassador will not, now or in the future, apply for or contest the validity of any Easy Peasy Business Trademarks; and (f) Ambassador will not, now or in the future, apply for or use any term or mark confusingly similar to any Easy Peasy Business Trademarks.
2. “Easy Peasy Business Trademarks” means the trademarks, logos, service marks and trade names of Easy Peasy Business Ltd, Easy Peasy Funnels® and the 90 Day Launch Loop® whether registered or unregistered, including but not limited to the word mark Easy Peasy Business and the “Lemon” design.

4.3. Trademark Usage Guidelines

Ambassador shall only use and visually present the Easy Peasy Business Trademarks as follows. Ambassador agrees that Your use of the Easy Peasy Business Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Ambassador Program, this Agreement, and the license and/or permission to use the Easy Peasy Business Trademarks.

1. Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
2. The Easy Peasy Business Trademarks are our exclusive property. All goodwill that results from Your use of the Easy Peasy Business Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Easy Peasy Business Trademarks.
3. The Easy Peasy Business Trademarks must be used in a respectful manner. The Easy Peasy Business Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Easy Peasy Business Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
4. You may use the Easy Peasy Business® mark to advertise Easy Peasy Business in your non-paid advertising. Any time You use the Easy Peasy Business® mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Easy Peasy Business. Whether Your use of Easy Peasy Business® is confusing will be determined by Easy Peasy Business in Easy Peasy Business’s’ sole and absolute discretion.
5. Any time You use the words “Easy Peasy Business” it must be immediately followed by the “Circle R” “®” denoting it as a registered trademark of Easy Peasy Business Ltd.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent or representative of Easy Peasy Business, Ltd. Easy Peasy Business does not in any way endorse my products or services. I am an independent Easy Peasy Business Ambassador and I receive referral payments from Easy Peasy Business in this role. All opinions expressed herein are my own and are not official statements of Easy Peasy Business or any party affiliated with Easy Peasy Business.

4.4. Restrictions on Ambassador’s Use of the Easy Peasy Business Trademarks

Notwithstanding Section 4.1, Ambassador will not:

1. use the Easy Peasy Business Trademarks or variations or misspellings thereof in Ambassador’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Easy Peasy Business in advance of each use; or
2. purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the Easy Peasy Business Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Easy Peasy Business Trademarks.

4.5. Proprietary Rights of Easy Peasy Business

As between Ambassador and Easy Peasy Business, the Easy Peasy Business Materials, Easy Peasy Business Trademarks, all information relating to Easy Peasy Business’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Easy Peasy Business or otherwise related to Easy Peasy Business’s services, the Ambassador Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Easy Peasy Business Property”) will be and remain the sole and exclusive property of Easy Peasy Business. To the extent, if any, that ownership of any Easy Peasy Business Property does not automatically vest in Easy Peasy Business by virtue of this Agreement, or otherwise, and vests in Ambassador, Ambassador hereby transfers and assigns to Easy Peasy Business, upon the creation thereof, all rights, title and interest Ambassador may have in and to such Easy Peasy Business Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

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5. Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Easy Peasy Business and Ambassador, any information related to a Easy Peasy Business customer or other Ambassador is the Confidential Information of Easy Peasy Business.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

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‍6. Disclaimer of Warranty

The Easy Peasy Business Ambassador Program, the Easy Peasy Business products and services, the Easy Peasy Business Trademarks, and the Easy Peasy Business Materials are provided “as-is”. Easy Peasy Business makes no warranties under this Agreement, and Easy Peasy Business expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Easy Peasy Business further disclaims all representations and warranties, express or implied, that the Easy Peasy Business products and services, the Easy Peasy Business Trademarks, or the Easy Peasy Business Materials satisfy all of Ambassador’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

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7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

Easy Peasy Business will have no liability with respect to the Easy Peasy Business Ambassador Program, the Easy Peasy Business products and services, the Easy Peasy Business Trademarks, the Easy Peasy Business Materials or Easy Peasy Business’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Easy Peasy Business’s products and services, the Easy Peasy Business Trademarks, the Easy Peasy Business Materials or Ambassador’s participation or inability to participate in the Easy Peasy Business Ambassador Program, even if Easy Peasy Business has been advised of the possibility of such damages. In any event, Easy Peasy Business’s liability to Ambassador under this Agreement for any reason will be limited to the Referral Fees paid to Ambassador by Easy Peasy Business during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Ambassador Indemnification‍

Ambassador agrees to indemnify, defend and hold harmless Easy Peasy Business and the directors, managers, officers, owners, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Ambassador’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Ambassador’s negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Easy Peasy Business granted by Ambassador to any third party; (d) Ambassador’s breach of any term of this Agreement or the Easy Peasy Business Policies (including any documents it incorporates by reference); (e) any third party claim that Ambassador's products or services infringes the intellectual property or other rights of a third party; (f) Ambassador’s taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Ambassador’s products or services; and (h) Ambassador's non-compliance or violation of any applicable laws, rules or regulations, including the OTF guidelines.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Ambassador with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Ambassador will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Ambassador will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.‍

 

8. General provisions

8.1. Force Majeure

Easy Peasy Business will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither Easy Peasy Business nor the Ambassador will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorisation, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Ambassador’s email address listed in the Ambassador Account, and to legal@easypeasybusiness.com; (b) two (2) business days after deposit with an internationally recognised commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Ambassador at the address provided in the Ambassador Account, and to Easy Peasy Business at 19 Coalbeach Lane South, Surfleet, Lincs. PE11 4DF, Attention: Legal Department.

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all Easy Peasy Business Policies listed on ambassadors.easypeasybusiness.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Easy Peasy Business nor the Ambassador will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Easy Peasy Business will be permitted to assign this Agreement without notice to or consent from Ambassador. Ambassador will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Easy Peasy Business’s prior written consent, to be given or withheld in Easy Peasy Business's sole discretion.

8.8. Competitive or Similar Materials

Easy Peasy Business is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Ambassador’s products or services, provided that Easy Peasy Business does not use Ambassador’s Confidential Information in so doing.

8.9. Modifications to this Agreement

Easy Peasy Business may modify this Agreement (including any Easy Peasy Business Policies) at any time by posting a revised version on the Easy Peasy Business website or by otherwise notifying Ambassador in accordance with Section 8.4. By continuing to participate in the Ambassador Program after the effective date of any modifications to this Agreement, Ambassador agrees to be bound by the modified terms.  It is Your responsibility to check the Easy Peasy Business website regularly for modifications to this Agreement.  We last modified this Agreement on the date listed on the end of this Agreement.

8.10. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.

8.11. Non-exclusive remedies

In the event of any breach or threatened breach by Ambassador of any provision of this Agreement, in addition to all other rights and remedies available to Easy Peasy Business under this Agreement and under applicable law, Easy Peasy Business will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Ambassador’s access to the Ambassador Program; (c) receive a prompt refund of all amounts paid to Ambassador under this Agreement; and (d) be indemnified for any losses, damages or liability incurred by Easy Peasy Business in connection with such violation, in accordance with the provisions of Section 7.

8.11. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.12  Easy Peasy Business’s Right to Monitor‍

Easy Peasy Business has the right, but not the obligation, to monitor or investigate any Ambassador website and Your use of Easy Peasy Business’s products or services at any time for compliance with this Agreement or the Easy Peasy Business Policies.  Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.