AGREEMENT by and between WorldWideWave Productions Limited (“WPL”) and Affiliate is made and entered into as of the date the Affiliate indicates that it has accepted these terms and conditions by virtue of checking box regarding this Affiliate Agreement on the registration page.

A. WPL has produced a documentary film entitled “Time of the Sixth Sun” (the “Film”) and an associated docuseries which customers are able to register to view (for free) at www.timeofthesixthsunlaunch.com. 

B. Once registered customers will be offered the opportunity to purchase access to products in digital form, associated with the Film (the “Products”).

C. WPL has established this affiliate program to recognise and reward individuals who refer new clients to purchase WPL’s Products.

D. Affiliate has the ability, resources, experience and desire to promote and market WPL’s Products to third parties not previously clients of WPL (the “Marketing Activity”).

E. Affiliate shall be remunerated for the Marketing Activity in accordance with the terms and conditions of this Affiliate Agreement.

1.1 The Affiliate shall actively promote the WPL Products in accordance with the terms of this Agreement. 

1.2 The Affiliate shall promote and market the WPL Products using only promotional materials supplied or approved in advance by WPL.

1.3 The Affiliate acknowledges that such WPL materials are the intellectual property of WPL and are protected by trademark and/or copyright, and may not be reproduced without the express, written consent of WPL.

1.4 The Affiliate shall submit for approval by WPL, prior to use, any marketing or promotional materials not provided by WPL. WPL shall not unreasonably withhold its approval to such materials, but WPL shall have the exclusive right to determine the acceptability of such materials.

1.5 The Affiliate shall be responsible for the accuracy of all Affiliate information provided to WPL. WPL shall not be liable for errors in the entry of Affiliate information by Affiliates or by referred customers when purchasing the Products through an Affiliate website link.

1.6 The Affiliate agrees to conduct itself in compliance with all applicable laws, rules, and regulation, including, without limitation the UK GDPR and EU GDPR where applicable:

(i) The Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003;

(ii) Data protection laws, codes, regulations, or regulatory guidance;

(iii) Any advertising and marketing laws, codes, regulations or regulatory guidance in relation to disclosure of sponsored or ad-funded content on Affiliate channels.

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1.7 Without prejudice to any other terms of this Agreement, Affiliate shall indemnify WPL against all liabilities, costs, expenses, damages, and losses (including but not limited to any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by WPL arising out of or in connection the Affiliate’s breach of clause 1.6 and/or arising out of or in connection with the Affiliates website and/or online channels.

2.1 In consideration of Affiliate’s referrals, WPL shall pay the Affiliate commissions as follows:

(i) Affiliate will be paid a percentage of any digital product

sold to customers (the “Commission”). 

2.2 The Commission will be paid based upon the reports in WPL’S affiliate tracking system (thrivecart.com). Logins will be provided once the agreement is signed and W9 provided by US affiliates.

2.3 The Commission will be paid on the following instalment basis:

(i) DIGITAL: Pay out 100% of commissions within 60 days of WPL receiving funds from the relevant customer(s).

2.4 Sales refunded to customers (which shall be at WPL’s discretion) will be subject to commission clawback. Such commission clawback may be deducted from any future commissions due to the Affiliate or (at WPL’s election) shall be paid by the Affiliate to WPL on WPL’s request.

3.1 None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party’s confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence.

3.2 Any and all information, knowledge or know-how concerning the operation, products, services, procedures, policies or customers of WPL or AFFILIATE shall be deemed confidential for purposes of this Agreement; provided, however, the parties shall not be required to treat any information as confidential information under this Paragraph if such information: (i) was publicly known at the time it was disclosed or becomes publicly known after disclosure without breach hereof by the receiving party; (ii) was known by the receiving party at the time of disclosure or becomes known to it from a party other than the disclosing party who has the apparent right to disclose such information to the receiving party’s knowledge after due inquiry; (iii) is independently developed by the receiving party without reliance on the disclosed confidential information; (iv) is approved for disclosure by the disclosing party with the disclosing party’s prior written consent; or (v) is disclosed by the receiving party pursuant to judicial order, requirement of a governmental agency or other operation of law, provided that the receiving party informs the disclosing party promptly after receiving notice of its obligation to make such disclosure, and takes reasonable steps to limit the scope of such disclosure.  

3.3 The parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliates shall not represent themselves to be agents or representatives of WPL.

3.4 The parties shall act in good faith and use their best efforts to comply with their obligations under this Agreement, and shall cooperate with each other in all reasonable respects to accomplish the purposes of this Agreement.

4.1 The Term for this Agreement shall be one (1) year with automatic renewals unless prior terminated upon sixty (60) days’ notice by a party. Upon sixty (60) days prior written notice, either party may terminate this Agreement.

4.2 WPL may terminate this agreement immediately, for cause, which shall include but not be limited to: 

(i) Affiliate’s conviction of any crime of moral turpitude;

(ii) Conduct by Affiliate which detracts from the good reputation of WPL and/or the Products;

(iii) Complaints from consumers about Affiliate;

(iv) Any deviation by Affiliate from the highest standards of professional and commercial conduct; or

(v) Affiliate’s breach of the terms of this Agreement.

5.1 This clause 5 sets out the entire financial liability WPL (including any liability for the acts or omissions of its employees, agents, and sub-contractors) to the Affiliate:

(i) arising under or in connection with this Agreement; and

(ii) in respect of any representation, misrepresentation (whether innocent or negligent), statement, or tortious act or omission (including negligence) arising under or in connection with this Agreement.  

5.2 Except as expressly and specifically provided in this Agreement, all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement. 

5.3 Nothing in this agreement excludes the liability of the Company: (i) for death or personal injury caused by the Company's negligence; or (ii) for fraud or fraudulent misrepresentation. 

5.4 Subject to clause 5.3:

(i) WPL shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution, or otherwise for any loss of profits, loss of business, depletion of goodwill, and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this agreement; and

(ii) the Company's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution, or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to 110% the amount paid under this agreement by WPL to the Affiliate during the 12 months preceding the date on which the claim arose.

6.1 This agreement sets forth all of the terms of WPL’s Affiliate program. No oral or written agreements or understandings not expressly set forth herein shall have any effect. This Agreement shall supersede all previous oral or written Affiliate Agreements, and the terms set forth herein shall be considered controlling. Should any individual term of this Agreement be deemed unenforceable, such invalidity shall not affect the enforceability of any remaining terms and conditions.

6.2 The parties hereby agree to save and hold each other (and their respective corporate affiliates) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties, and expenses (including reasonable attorneys’ fees and expenses) which may arise in any action, claim or proceeding against them, or any of them, for or because of (a) any acts, whether of omission or commission, a party may commit that, or any of their servants, agents or employees in connection with that party’s performance or failure to perform under this Agreement, (b) any breach of any representation, warranty or covenant hereunder, or (c) the sale, marketing, advertisement or promotion of the Products. 

 6.3 All disputes and claims relating to this Agreement, are governed by and is construed in accordance with the laws of England and Wales. The Courts of England and Wales shall have jurisdiction to hear any disputes arising from this Agreement. WPL shall not be liable for the legality of this agreement in countries other than the United Kingdom. Affiliates are solely responsible for ensuring the legality of their participation in this agreement under the laws of the country from which they operate.

 6.4 The parties acknowledge, warrant, and represent to each other that in connection with the discussion leading up to the execution of this Agreement, no representation has been made by and relied upon as to the future income, expenses, sales volume, or potential profitability that may be derived from the offer and sale of the Products and Services. 

 6.5 This Agreement shall become effective only upon registration with WPL.