SALES AMBASSADOR TERMS AND CONDITIONS

Effective date 11/01/19

 

These Sales Ambassador Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the WiFiesta Sales Ambassador Agreement between WiFiesta and Sales Ambassador (collectively, the “Agreement”). WiFiesta, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by WiFiesta from time to time) will be available: (i) in WiFiesta App, and/or (ii) as part of the WiFiesta Website. Sales Ambassador agrees that either or both of these notification methods constitute adequate notice to inform Sales Ambassador of any amendments to the Agreement and Sales Ambassador further agrees to be bound by any such amendments to the Agreement upon such notification.

 

Definitions

 

“ACTIVE SALES AMBASSADOR PROFILE” is a Sales Ambassador Profile that has been approved by and meets WiFiesta requirements including, but not limited to, being subscribed to Core RPSP Plans. Sales Ambassador Profile must not be, otherwise, suspended. Sales Ambassador Profile must not be deactivated by Legal Representative or administrators of Sales Ambassador Profile.

 

“SALES AMBASSADOR” refers to the individual who promotes the WiFiesta App to other users and associate Merchants to WiFiesta Business Community.

 

“ACTIVE BUSINESS PROFILE” is a Business Profile that meets all WiFiesta requirements including, but not limited to, having active Special Promotions and being subscribed to Core Product Plans. Business Profile must not be, otherwise, suspended. Business Profile must not be deactivated by Legal Representative or administrators of Business Profile.

 

“COUPON” is the mean through which Promotions can be redeemed at Merchant’s Location.

 

“CUSTOM PROMOTIONS” refers to all promotions, other than Special Promotions.

 

“ENGAGEMENT REQUIREMENTS” refers to the actions the user must undertake in the WiFiesta app to qualify to redeem a Coupon at Location.

 

“FINE PRINT” refers to the conditions and restrictions governing Merchant Promotions and the Merchant Offering stated on the WiFiesta website and app.

 

“ID FOR REFERRALS” refers to the alphanumeric code, which appears in the Sales Ambassador Profile section in the WiFiesta app. This code can be used as a referral code to refer other users to WIFiesta or associate Merchants to WiFiesta Business Members.

 

“LOCATION” refers to the physical outlet through which Merchants sells their Offering. 

 

“LEGAL REPRESENTATIVE” refers to the person legally authorized to control Sales Ambassador Profile.

 

“MERCHANT” refers to the legal entity that controls one or more physical Locations.

 

“OFFERING” refers to the goods and/or services to be provided by the Merchant. Value is determined by Merchant.

“PROMOTIONS” refers to Special Promotions and / or Custom Promotions.

“PROMOTION EXPIRATION DATE” refers to the time and date beyond which users will not be able to generate coupons for that promotion. It is set to be 11:59:59 PM of the expiry date adjusted to the time zone of Location

 

“PAYOUT AMOUNT” refers to the amount WiFiesta shall remit to Sales Ambassador against their Profit Sharing Profits, subject to the payout terms.

 

“PAYOUT PERIOD” refers to the period, as specified in a plan, during which Sales Ambassador Profile shall receive a percentage of the Profits generated from the associated Merchants and referred users. 

 

“PROFITS” are deemed to be calculated by the sale price less any expenses WiFiesta paid on behalf of Sales Ambassador Profile in furtherance of the sale, the cost of goods sold and any fees charged by third party service providers including, but not limited to, payment and payout processing fees, App Store fees and / or Google Play Store fees.

 

“PROFIT SHARE COMMISSION” refers to a percentage of the Profits earned from the Referred Entities by the Sales Ambassador Profile, if subscribed to RPSP. Profit Share Commission solely applies to WiFiesta Intangible Products.

 

“REFERRAL PROFIT SHARING PROGRAM (RPSP)” refers to the WiFiesta program that pays recurring Profit Share Commission for Payout Duration to Sales Ambassadors for referring users and associating Merchants to WiFiesta Business Community.

 

“REFERRED ENTITY” refers to users who create a WiFiesta account or Merchants who create a Business Profile using a Sales Ambassador Profile’s ID for Referrals code.

 

“SALES AMBASSADOR PROFILE” refers to the WiFiesta entity through which the Sales Ambassador manages its activities on the WiFiesta app and website. The term Sales Ambassador and Sales Ambassador Profile may be used interchangeably in this Agreement.

 

“SPECIAL PROMOTIONS” refers to the mandatory promotions required to have an Active WiFiesta Business Profile. 

 

“WIFIESTA BUSINESS MEMBERS” refers to all Merchants with active Business Profiles on the WiFiesta app.

 

“WIFIESTA TANGIBLE PRODUCT” refers to any WiFiesta Product that has a physically deliverable component.

 

“WIFIESTA INTANGIBLE PRODUCT” refers to any WiFiesta Product that does not have any physically deliverable component.

 

“WIFIESTA PRODUCT” refers to WiFiesta Tangible and / or Intangible Product.


 

  1. Sales Ambassador Profile 

    1. Sales Ambassador shall create and maintain a Sales Ambassador Profile on the WiFiesta prior to referring users to WiFiesta and associating Merchants to the WiFiesta Business Community. 

    2. Sales Ambassador Profile must be approved by WiFiesta team before  Sales Ambassador starts referring users and associating Merchants.

    3. Sales Ambassador Profile will be automatically suspended should Sales Ambassador fail to associate at least 10 Merchants during a rolling 60 day period.

    4. Sales Ambassador shall maintain up-to-date legal information of the WiFiesta Business Profile.

    5. Only Individuals may establish a WiFiesta Sales Ambassador Profile. Companies are strictly prohibited.

    6. Legal Representative and administrators of Sales Ambassador Profile may temporarily deactivate Sales Ambassador Profile. While Sales Ambassador Profile is deactivated, it loses all benefits of WiFiesta Referral Profit Sharing Program (RPSP) including, but not limited to, all pending and future Payouts.

    7. Legal Representative of Sales Ambassador Profile may, at their own discretion, delete Sales Ambassador Profile. Deletion of Sales Ambassador Profile is permanent. Sales Ambassador Profiles continue to be liable for any amount due, prior to the deletion date. Deleted Sales Ambassador Profile will lose all privileges of WiFiesta Referral Profit Sharing Program (RPSP) including, but not limited to, all pending and future Payouts.

    8. Sales Ambassador may help create Business Profile for Merchants to accelerate association process. 

    9. Sales Ambassador may only associate Merchants in the country where the Sales profile has been created respecting the zones assigned by WiFiesta. 

    10. IT IS STRICTLY PROHIBITED FOR SALES AMBASSADOR TO REQUEST ANY CREDIT CARD OR FINANCIAL INFORMATION RELATED TO MERCHANT. VIOLATING THIS CONDITION WILL SUBJECT SALES AMBASSADOR TO SEVER LEGAL ACTION.

  2. Referral Profit Sharing Program (RPSP)

    1. The RPSP is operated in good faith and the same good faith is expected in return. WiFiesta may withhold payouts where WiFiesta believes Sales Ambassadors are acting in bad faith or otherwise acting contrary to the intent of the program. Commercializing, advertising, publishing, mass distributing, selling or paying for use of Sales Ambassador’s ID for Referrals is not appropriate, and WiFiesta will not honor such ID for Referrals Code. While WiFiesta cannot foresee every possible unacceptable scenario, some general guidelines for what is and is not permissible to promote your ID for Referrals include: : 

      1. Not permissible:

        1. Advertising

        2. Spam

        3. Publishing anything misleading information

        4. Paying or offering incentives for use of Sales Ambassador’s ID for Referrals

      2. Permissible:

        1. YouTube channels

        2. Informational and fan websites

        3. Social media sharing

    2. If subscribed to a relevant RPSP plan, Sales Ambassador is to act, in good faith, as a representative of WiFiesta to associate and / or promote to:

      1. Local Merchants

      2. Sales Ambassador’s followers on social media platforms

      3. Other potential user

    3. In consideration for the duties performed hereunder, Sales Ambassador, acting through their WiFiesta Sales Ambassador Profile, shall be entitled to a percentage of the profits, Profit Share Commission, earned from the Referred Entities. The referral must be “direct result” of Sales Ambassador Profile’s efforts. The exact percentage and duration is governed by the specific plan to which the Sales Ambassador Profile is subscribed.

    4. To be considered a “direct result” of Sales Ambassador Profile’s efforts: 

      1. Sales Ambassador Profile must be Active at the time of the creation of a user account or a Merchant’s Business Profile. 

      2. Substantially all of the contacts with users or Merchants, which lead to the creation of an active WiFiesta user account or an active WiFiesta Business Profile, must have been made by Sales Ambassador. Although initial contact and contact at the sale point shall be factors to consider, they are not determinative of such sale being a “direct result” of Sales Ambassador Profile’s efforts.

      3. REFERRED ENTITIES MUST USE THE ID FOR REFERRALS OF REFERRING SALES AMBASSADOR PROFILE DURING THE SIGNUP PROCESS OR THE CREATION OF MERCHANT’S BUSINESS PROFILE TO BE QUALIFIED AS A REFERRAL.

    5. In consideration for the Profit Share Commission granted herein, Sales Ambassador Profile shall perform the following duties:

      1. Perform research and other prospecting duties with regard to potential Merchants;

      2. Ensure that Associated Merchants are displaying WiFiesta table tents and marketing material at all times;

      3. Ensure that Referred Merchants honor and validate WiFiesta Coupons;

      4. Create and transfer Business Profiles for potential Merchants;

      5. Create local places that don’t yet exist on WiFiesta;

      6. Update information and profile photos of existing WiFiesta Places;

      7. Perform other such duties and services as may be assigned by the Company to accomplish the aims of this Agreement in the time, place, and manner deemed appropriate by Sales Ambassador;

      8. Promote WiFiesta App to other users;

      9. Encourage users to engage on the App;

      10. Promote local businesses to friends and followers.

    6. This RPSP shall last from the start date of the RPSP plan until any of the following events happen, whichever event happens first:

      1. The end of the Payout Period of a specific plan of the RPSP;

      2. The Sales Ambassador Profile terminates subscription of the RPSP plan;

      3. WiFiesta terminates RPSP;

      4. WiFiesta terminates the plan;

      5. WiFiesta terminates the subscription.

      6. WiFiesta deletes or suspends the Sales Ambassador Profile.

    7. Upon termination, the following shall occur:

      1. The Sales Ambassador Profile shall receive the Profit Share Commission described herein up until the termination date;

      2. The Sales Ambassador Profile shall direct all further inquiries regarding the WiFiesta app back to WiFiesta;

      3. The Sales Ambassador Profile shall return or destroy any physical or digital copies of the Company’s proprietary information in its possession including (but not limited to): marketing material, business plans, customer lists, and pricing information.

    8. Sales Ambassador Profile will cease to earn Profit Share Commission, if at the time of the revenue generation, Sales Ambassador Profile was inactive.

    9. The Referred Entity may opt, at their own discretion, to switch the ID for Referrals to which they are associated. Under this scenario, Sales Ambassador Profile will cease to earn Profit Share Commission generated from Referred Entity. 

    10. The WiFiesta and Sales Ambassador agree that Sales Ambassador shall be considered independent contractors and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations or commitments of any kind, nor to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing.

    11. The Sales Ambassador is responsible for all taxes and local requirements and fees. Program Payouts are conditional on and subject to local laws and regulations.

    12. The Sales Ambassador shall not be entitled to reimbursement for any expenses except those that have been previously approved in writing by WiFiesta. 

    13. The Sales Ambassador shall receive written confirmation from WiFiesta before using any marketing materials related to WiFiesta Products that were not directly provided by WiFiesta.

    14. The Legal Representative of Sales Ambassador Profile participating in RPSP may not be an employee, legal representative of a partner of WiFiesta or any affiliate of WiFiesta

    15. The RPSP shall not be deemed to create any kind of relationship between the Sales Ambassador and WiFiesta or any of WiFiesta’s affiliates. The Sales Ambassador has no authority to represent or bind WiFiesta. 

    16. Profit Share Commission is non-transferable.

    17. Profit Share Commission is redeemable for cash.

    18. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WIFIESTA WILL HAVE NO OBLIGATION TO ADVANCE ANY PROFIT SHARE COMMISSION WHOSE REVENUES HAVE NOT YET BEEN COLLECTED BY WIFIESTA. SALES AMBASSADOR WILL ONLY GET PAID WHEN WIFIESTA GETS PAID.

    19. In the event of a chargeback, refund or otherwise of a revenue source for which Payout has been processed, WiFiesta is authorized to recover the amount of the processed Payout from future Payouts.

    20. WiFiesta reserves the continuing right to, at any time, for any reason and without prior notice in WiFiesta’s sole discretion, to terminate RPSP.

    21. WiFiesta reserves the continuing right to, at any time, for any reason and without prior notice in WiFiesta’s sole discretion, to change the terms of RPSP and / or its associated plans.

    22. WiFiesta reserves the continuing right to, at any time, for any reason and without prior notice in WiFiesta’s sole discretion, to change how Profit Share Commission is paid out, cash or otherwise, and the timing of the Payout.

    23. WiFiesta reserves the continuing right to, at any time, for any reason and without prior notice in WiFiesta’s sole discretion, to terminate the subscription of any Sales Ambassador Profile.

    24. WiFiesta reserves the continuing right to, at any time, for any reason and without prior notice in WiFiesta’s sole discretion, to change the Profit Share Commission percentage and Payout Duration of RPSP plans.

  3. Payout

    1. WiFiesta is authorized to initiate credit transaction entries to Sales Ambassador’s depository account at the depository financial institution or any third party financial service providers including, but not limited to, PayPal, Stripe and Adyen, associated with the Business Profile of Sales Ambassador. Only in the event of an error, WiFiesta is authorized to initiate debit entry adjustments to the Sales Ambassador Account, at the depository financial institution or third party financial service provider associated with its Sales Ambassador Profile on WiFiesta, to correct any error. Sales Ambassador hereby acknowledges that WiFiesta’s origination to Sales Ambassador Account must comply with provisions of U.S. law. Payments take up to five (5) business days to become available in the Sales Ambassador Account after processing.

    2. Payouts are subject to minimums set by WiFiesta RPSP plans and / or third party financial service providers including, but not limited to, PayPal, Stripe and Adyen. 

    3. Sales Ambassador will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to, any user, any Merchant, any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payor”), for any of Sales Ambassador’s services. 

    4. Tax Levy. In the event WiFiesta receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by Sales Ambassador, WiFiesta may, in accordance with applicable law, deduct any such amounts from payouts due to Sales Ambassador.

    5. Taxes Generally. It is Sales Ambassador’s responsibility to determine what, if any, taxes apply to the payments Sales Ambassador makes or receives, and it is Sales Ambassador’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. WiFiesta is not responsible for determining whether taxes apply to Sales Ambassador’s transaction with either purchasers or WiFiesta, or for collecting, reporting or remitting any taxes arising from any transaction with or by Sales Ambassador and purchaser. Sales Ambassador may be asked to provide WiFiesta with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Sales Ambassador’s name for the value of payments made. Notwithstanding anything else in this Agreement, Sales Ambassador shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Sales Ambassador is required to be registered in connection with the Sales Ambassador Offering and pursuant to the terms and redemption of the Coupon, and shall be responsible for paying any and all sales, use or any other taxes related to the Sales Ambassador Offering or the goods and services.

    6. Transaction Taxes. Sales Ambassador bears sole financial responsibility for any and all sales, use, excise, general, goods and services tax, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between WiFiesta and Sales Ambassador (“Transaction Taxes”), if any. WiFiesta shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to WiFiesta pursuant this Agreement. Transaction Taxes are calculated using the Sales Ambassador’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.

    7. Withholding Taxes. WiFiesta may be required by the tax authorities to withhold taxes on behalf of Sales Ambassador. WiFiesta reserves the right to deduct any such taxes from amounts due to Sales Ambassador and to remit them to the appropriate tax authority. WiFiesta may also be required to report the withholding tax payments to the tax authorities. WiFiesta shall provide evidence of payment of withholding taxes to Sales Ambassador no later than 60 days after payment of the withholding taxes.

    8. Until Sales Ambassador has complied with Sales Ambassador’s obligations under this Agreement. If WiFiesta reasonably believes that Sales Ambassador has breached any provision of this Agreement, WiFiesta may offset, delay, withhold, or suspend future Payouts to Sales Ambassador, in WiFiesta’s sole discretion. In addition, if Sales Ambassador is unwilling to, or in WiFiesta’s reasonable discretion appears unable to perform its obligations under this Agreement, WiFiesta is authorized to offset, delay, withhold, or suspend future payments to Sales Ambassador in addition to such other remedies as may be available under this Agreement or at law, to secure payment from Sales Ambassador for any refunds and/or other amounts payable by Sales Ambassador under this Agreement.

  4. Customer Data Restrictions

    1. “Customer Data” means all identifiable information about users & Merchants generated or collected by WiFiesta or Sales Ambassador, including, but not limited to, user’s name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.

    2. Sales Ambassador shall use Customer Data only to fulfill its obligations in connection with the Sales Ambassador duties as authorized by this Agreement. Sales Ambassador expressly agrees that any Customer Data shall be used only for this purpose and not to enhance a file or list owned by Sales Ambassador, or any third party. Sales Ambassador represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Sales Ambassador engages the services of any third party to facilitate its obligations hereunder, Sales Ambassador shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Sales Ambassador or a third party engaged by Sales Ambassador to facilitate its obligations hereunder, Sales Ambassador shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.

    3. As long as Sales Ambassador uses Customer Data in compliance with applicable law and Sales Ambassador’s posted privacy policy, restrictions stated in this Agreement on Sales Ambassador’s use of Customer Data do not apply to: (i) data from any user who is already a customer of Sales Ambassador before the user’s first interaction with Sales Ambassador Profile of Sales Ambassador on WiFiesta, if such data was provided to Sales Ambassador by such user independent of this Agreement or any transaction hereunder; or (ii) data supplied by a user directly to Sales Ambassador who becomes a customer of Sales Ambassador in connection with such user explicitly opting in to receive communications from Sales Ambassador.

    4. Sales Ambassador shall immediately notify WiFiesta if Sales Ambassador becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of WiFiesta, and shall cooperate with WiFiesta in the investigation of such breach and the mitigation of any damages. Sales Ambassador will bear all associated expenses incurred by WiFiesta to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Sales Ambassador’s reasonable possession or control. Upon termination or expiration of this Agreement, Sales Ambassador shall, as directed by WiFiesta, destroy or return to WiFiesta all the Customer Data in Sales Ambassador’s or any agent of Sales Ambassador’s possession.

  5. Mobile Devices
    If WiFiesta leases or lends Sales Ambassador a tablet or mobile device (“Device”), Sales Ambassador agrees to be bound by the terms of use, end user license agreements, or other provisions governing its use, unless otherwise authorized by WiFiesta in writing. Unless otherwise stated in writing, Sales Ambassador shall only use the Device for transmitting data to WiFiesta and shall return a loaned Device fourteen (14) days after the Promotional Expiration Date, unless a new feature is planned or if requested by WiFiesta for any reason. WiFiesta reserves the right to bill Sales Ambassador for the cost of the Device, or offset any current or future payments due to Sales Ambassador under any contract between the parties if the device is not returned, or for costs related to damage or other misuse.

  6. Term and Termination
    This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). WiFiesta is authorized to terminate this Agreement, at any time for any reason, by suspending or deleting Sales Ambassador Profile on WiFiesta. Sales Ambassador is authorized to terminate this Agreement by deleting Sales Ambassador Profile on WiFiesta. All Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term. 

  7. Marketing
    WiFiesta and its business partners may communicate with Sales Ambassador with regard to products, promotions, and other services that may be of interest to Sales Ambassador. This may include email or other communications. WiFiesta may also solicit Sales Ambassador’s opinion for market research purposes.

  8. Intellectual Property Rights

    1. Sales Ambassador grants to WiFiesta a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Sales Ambassador’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Sales Ambassador (collectively, “Sales Ambassador IP”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Sales Ambassador (collectively, “Third Party IP”), in each case in connection with the promotion of WiFiesta to users and / or association of Merchants to WiFiesta Business Community. Any use of the Sales Ambassador IP or Third Party IP as contemplated in this Agreement is within WiFiesta’s sole discretion.

    2. Sales Ambassador acknowledges and agrees that, as between the parties, WiFiesta owns all interest in and to the Website, Mobile apps, Customer Data, WiFiesta trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by WiFiesta or at WiFiesta’s direction, or assigned to WiFiesta, and any materials, software, technology or tools used or provided by WiFiesta to promote, sell/resell (as may be applicable) or distribute the Sales Ambassador Offering and conduct its business in connection therewith (collectively “WiFiesta IP”). Sales Ambassador shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the WiFiesta IP or any portion thereof, or use such WiFiesta IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that WiFiesta grants Sales Ambassador a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of WiFiesta’s mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the purposes permitted by that software, and to make one copy of the software for back-up purposes. Sales Ambassador shall keep the WiFiesta IP confidential, and shall not prepare any derivative work based on the WiFiesta IP or translate, reverse engineer, decompile or disassemble the WiFiesta IP. Sales Ambassador shall not take any action to challenge or object to the validity of WiFiesta’s rights in the WiFiesta IP or WiFiesta’s ownership or registration thereof. Except as specifically provided in this Agreement, Sales Ambassador and any third party assisting Sales Ambassador with its obligations in this Agreement, are not authorized to use WiFiesta IP in any medium without prior written approval from an authorized representative of WiFiesta. Sales Ambassador shall not include any trade name, trademark, service mark, domain name, social media identifier, of WiFiesta or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Sales Ambassador shall not use or display any WiFiesta IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Sales Ambassador or a third party and WiFiesta. All rights to the WiFiesta IP not expressly granted in this Agreement are reserved by WiFiesta.

    3. If Sales Ambassador provides WiFiesta or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a WiFiesta product or service or otherwise in connection with this Agreement or any WiFiesta IP, (collectively, “Feedback”), Sales Ambassador irrevocably assigns to WiFiesta all right, title, and interest in and to Feedback. In the event Sales Ambassador  assignment to WiFiesta is invalid for any reason, Sales Ambassador hereby irrevocably grants WiFiesta and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Sales Ambassador warrants that: (A) Feedback is Sales Ambassador’s original work, and Sales Ambassador obtained Feedback in a lawful manner; and (B) WiFiesta and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. Sales Ambassador agrees to provide WiFiesta such assistance as WiFiesta might require to document, perfect, or maintain WiFiesta’s rights in and to Feedback.

  9. Representations and Warranties
    Sales Ambassador represents and warrants that: (a) Sales Ambassador has the right, power and authority to enter into this Agreement; (b) Sales Ambassador, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Sales Ambassador’s services will be provided; (c) Sales Ambassador owns all interest in and to the Sales Ambassador IP and has licensing rights in (with the right to sublicense to WiFiesta) the Third Party IP, and has the right to grant the License stated in this Agreement; (d) the Sales Ambassador IP and the Third Party IP, the Sales Ambassador promotion and association practices, WiFiesta’s use and promotion thereof, and the results of such Sales Ambassador efforts, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (e) the Sales Ambassador IP and Third Party IP does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (f) Sales Ambassador has had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Sales Ambassador duties to provide the services described in this Agreement; (g) Sales Ambassador’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Sales Ambassador is the authorized entity to receive the funds forwarded by WiFiesta; (h) Sales Ambassador is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Sales Ambassador is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of Coupons in connection with this Agreement and.

  10. Indemnification
    To the extent allowed under applicable law, Sales Ambassador agrees to defend, indemnify and hold WiFiesta, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Sales Ambassador of this Agreement, or the representations and warranties made in this Agreement; (b) any claim arising out of a violation of any law or regulation by Sales Ambassador or governing Sales Ambassador’s goods and/or services; (c) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Sales Ambassador including, but not limited to, any claims for false advertising, product defects, personal injury, death, mount paid; (d) any claim arising out of Sales Ambassador’s misuse of Customer Data, or any violation of an applicable data privacy or security law; and (e) any claim arising out of Sales Ambassador’s negligence, fraud or willful misconduct. WiFiesta maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between WiFiesta and Sales Ambassador. Sales Ambassador’s duty to defend and indemnify WiFiesta includes the duty to pay WiFiesta’s reasonable attorneys’ fees and costs, including any expert fees.

  11. Confidentiality
    The terms for the Sales Ambassador Offering described in this Agreement are confidential, and Sales Ambassador agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Sales Ambassador has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, WiFiesta is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).

  12. Limitation of Liability
    EXCEPT FOR SALES AMBASSADOR’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT IS EITHER PARTY LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. WIFIESTA’S SOLE AND COMPLETE LIABILITY TO SALES AMBASSADOR FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR MISPLACEMENTS IS LIMITED TO THE AMOUNT OF FEES CHARGED TO SALES AMBASSADOR BY WIFIESTA AS PART OF AGREEMENT FOR THE PRECEDING SIX(6) MONTHS AFTER FINAL CALCULATION AND RECONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF SALES AMBASSADOR IN CONNECTION WITH ANY PAYMENT MADE BY WIFIESTA, INCLUDING, BUT NOT LIMITED TO, CLAIMS ALLEGING THAT A SALES AMBASSADOR WAS UNDERPAID, MUST BE MADE IN WRITING TO WIFIESTA WITHIN NINETY (90) DAYS FROM THE DATE WIFIESTA REMITS THE PAYMENT AT ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING SHALL BE DEEMED WAIVED, RELEASED AND DISCHARGED BY SALES AMBASSADOR.

  13. Dispute Resolution
    All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 13, Dispute Resolution.

    1. Binding Arbitration
      EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN SALES AMBASSADOR AND WIFIESTA ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 13 TO ARBITRATE, SALES AMBASSADOR AND WIFIESTA ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 13). The provisions of this Section 13 shall constitute Sales Ambassador’s and WiFiesta’s written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award.
      To begin an arbitration proceeding, Sales Ambassador or WiFiesta must comply with the limitations provision set forth in Section 12 and submit the Dispute by making a demand for arbitration as detailed at http://www.adr.org. If Sales Ambassador demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: 920 Mohawk St., Suite 202, Lewiston NY 14092. If WiFiesta demands arbitration, it shall simultaneously send a copy of the completed demand to the Sales Ambassador’s address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. WiFiesta will reimburse those fees for Disputes totaling less than $10,000 if Sales Ambassador is the prevailing party in such arbitration. WiFiesta will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that an Sales Ambassador Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Sales Ambassador requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Lewes, Delaware, unless the arbitrator determines or we agree that the matter should proceed in the county of Sales Ambassador’s principal place of business.

    2. Class Action Waiver
      WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.

    3. Choice of Law / No Jury Trial
      If for any reason a Dispute proceeds in court: (i) Sales Ambassador and WiFiesta agree that any such Dispute may only be instituted in a state or federal court in Sussex County, Delaware; (ii) Sales Ambassador and WiFiesta irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Sales Ambassador and WiFiesta agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Delaware, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) SALES AMBASSADOR AND WIFIESTA AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

    4. Injunctive Relief / Attorneys’ Fees
      Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury.
      In the event WiFiesta is the prevailing party in any Dispute, subject to any exceptions in this Section 13, Sales Ambassador shall pay to WiFiesta all reasonable attorneys’ fees and costs incurred by WiFiesta in connection with any Dispute.

  14. Other

    1. The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Neither party has the authority, without the other party’s prior written approval, to bind or commit the other in any way.

    2. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

    3. Sales Ambassador is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without WiFiesta’s prior written consent. Any waiver must be in writing and signed by an authorized signatory of WiFiesta. WiFiesta is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization or sale of all or substantially all of the assets or business, or by operation of law, without notice to Sales Ambassador.

    4. If any provision of this Agreement should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement are not affected.

    5. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS NOR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WIFIESTA DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE OR MOBILE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE COUPONS OR PROMOTIONS ARE ERROR-FREE, OR THAT ANY SALES AMBASSADOR OFFERING WILL RESULT IN ANY REVENUE OR PROFIT FOR SALES AMBASSADOR OR THE RPSP WILL RESULT IN GUARANTEE PROFIT