Terms of Service
Last updated December 7, 2021
Mindstamp Advocate Program Agreement
This is a contract between you (the “Advocate”) and us (“AECH CO” DBA “Mindstamp”). The Advocate Program Agreement (the "Agreement") applies to your participation in our Advocate Program (the “Advocate Program”). Participation in our Advocate Program is dependent on your agreement to and acceptance of these terms.
- Purpose. Company is in the business of providing interactive video services. Company is desirous of gaining additional clients/customers for paid subscriptions based on services available at Mindstamp.io. Advocate is in a position to refer potential clients/customers to Company.
- Referral Arrangement. Upon the Effective Date of this Agreement, Advocate may, from time to time, refer potential clients/customers to Company. Company will pay Advocate a fee for these referrals as listed or otherwise offered in Mindstamp’s Advocate Program materials.
- Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until such time as either Party elects to cancel it subject to Section 5.
- Confidentiality. During the course of this Agreement, it may be necessary for Company to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Affiliate in order for Advocate to seek out potential referrals. Advocate will not share any of this proprietary information at any time. Advocate also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party.
- Termination. This Agreement may be terminated at any time by either Party upon 15 days written notice to the other party. Upon termination, Company shall pay Advocate all compensation due and owing for referrals made prior to the date of termination, but not yet paid and will continue to pay Advocate for revenue earned from referred customers through the 12 month anniversary of the referred customer so long as the referred customer remains a paying subscriber to Mindstamp. The Parties may agree to an alternative payment method or pay-out as part of Termination.
- Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
- Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
- Disclaimer of Warranties. Advocate shall refer potential clients/customers as requested by Company. ADVOCATE DOES NOT REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. ADVOCATE HAS NO RESPONSIBILITY TO COMPANY IF THE REFERRALS DO NOT LEAD TO COMPANY’S DESIRED RESULT(S).
- Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.
- Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
- Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
- Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
- Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State of Florida.
- Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.