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.<\/li>\n<\/ol>\n4.5. Proprietary Rights of Easy Peasy Business<\/b><\/p>\n
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”<\/b>) 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.<\/p>\n
\u200d<\/p>\n
5. Confidentiality<\/b><\/p>\n
5.1 Definition<\/b><\/p>\n
“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prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or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.<\/p>\n
5.2 Covenants<\/b><\/p>\n
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.<\/p>\n
\u200d<\/p>\n
\u200d6. Disclaimer of Warranty<\/b><\/p>\n
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.\u200d<\/p>\n
\u200d<\/p>\n
7. Limitation of Liability and Indemnification<\/b><\/p>\n
7.1. Limitation of Liability<\/b><\/p>\n
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.<\/p>\n
7.2. Ambassador Indemnification<\/b>\u200d<\/p>\n
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”<\/b>, and collectively, the “Indemnified Parties”<\/b>), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”<\/b>), 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.<\/p>\n
7.3. Notice of Indemnification<\/b><\/p>\n
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.\u200d<\/b><\/p>\n
<\/p>\n
8. General provisions<\/b><\/p>\n
8.1. Force Majeure<\/b><\/p>\n
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.<\/p>\n
8.2. Independent Contractors<\/b><\/p>\n
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.<\/p>\n
8.3. Non-Exclusivity<\/b><\/p>\n
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.<\/p>\n
8.4. Notice<\/b><\/p>\n
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.<\/p>\n
8.5. No Waiver<\/b><\/p>\n
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.<\/p>\n
8.6. Entire Agreement<\/b><\/p>\n
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.<\/p>\n
8.7. Assignment<\/b><\/p>\n
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.<\/p>\n
8.8. Competitive or Similar Materials<\/b><\/p>\n
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.<\/p>\n
8.9. Modifications to this Agreement<\/b><\/p>\n
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.\u00a0 It is Your responsibility to check the Easy Peasy Business website regularly for modifications to this Agreement.\u00a0 We last modified this Agreement on the date listed on the end of this Agreement.<\/p>\n
8.10. Language<\/b><\/p>\n
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.<\/p>\n
8.11. Non-exclusive remedies<\/b><\/p>\n
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.<\/p>\n
8.11. Severability<\/b><\/p>\n
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.<\/p>\n
8.12\u00a0 Easy Peasy Business’s Right to Monitor<\/b>\u200d<\/p>\n
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.\u00a0 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.<\/p>\n\n","protected":false},"excerpt":{"rendered":"
Ambassador Partner Programme November 10, 2023 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…<\/p>\n","protected":false},"author":7,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"tpl-no-header-footer.php","meta":[],"_links":{"self":[{"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/pages\/1654"}],"collection":[{"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/users\/7"}],"replies":[{"embeddable":true,"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/comments?post=1654"}],"version-history":[{"count":5,"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/pages\/1654\/revisions"}],"predecessor-version":[{"id":1818,"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/pages\/1654\/revisions\/1818"}],"wp:attachment":[{"href":"https:\/\/ambassadors.easypeasybusiness.com\/wp-json\/wp\/v2\/media?parent=1654"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}