Affiliate Agreement

Influencer Agreement

This Influencer Agreement (“Agreement”) is by and between Buoy (“Company”) and the person accepting this Agreement as an influencer partner of Company (“You” or “Influencer”). This Agreement is effective as of the date you accept this Agreement by clicking a box indicating its acceptance, or otherwise taking such action that indicates its acceptance, via Company’s website or otherwise. THIS AGREEMENT INCLUDES A PROVISION WAIVING THE RIGHT TO PURSUE ANY CLASS, GROUP, OR REPRESENTATIVE CLAIM AND REQUIRING YOU AND COMPANY TO PURSUE CERTAIN DISPUTES THROUGH INDIVIDUAL ARBITRATION.

1. Authorization and Relationship. Subject to Your compliance with this Agreement, Company hereby grants You a non-exclusive, non-transferable, and non-assignable right to promote and market Company’s products (“Products”) to prospective customers. You shall not represent yourself as an agent of Company for any purpose. You acknowledge that this Agreement does not create any partnership, joint venture, employment, or agency relationship with Company.
   

2. Marketing and Promotion; Content Usage Rights.
   

1. Marketing and Disclosure Obligations. Any advertising materials to be used by You (other than the materials provided by Company shall be at your own cost and expense. You shall clearly and conspicuously disclose that you are being compensated for promotion of the Products by Company in compliance with FTC guidelines and all applicable laws.
   

2. Content and Usage Rights. You hereby grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, distribute, display, modify, edit, and create derivative works from any content you create that promotes the Products (“Influencer Content”) for any marketing purpose—including both organic and paid advertising placements—across all media and platforms. This includes the right to repost, share, boost, sponsor, allowlist, and incorporate Influencer Content into Company’s social media, websites, marketing materials, and paid media campaigns. This license is granted as part of your participation in the program, requires no further authorization beyond what is set forth in this Agreement, and survives any termination or expiration of this Agreement in perpetuity for all Influencer Content created prior to the effective date of termination.

3. Content Removal. Company reserves the right, in its sole discretion, to request that You remove any Influencer Content from your platforms. You agree to comply with such requests within 48 hours of notice.
   

3. Compensation and Payment. As consideration for any and all efforts by You to promote the Products hereunder, You will be paid compensation in the amount set forth in the applicable influencer offer presented by Company from time to time. The procedure for payments to You will be as described in the applicable offer presented by Company, as may be updated from time to time. Company reserves the right to withhold or charge back from You any compensation on any campaign that involves fraudulent activity or for any other reason that would require adjustment in Company’s sole discretion.
   

4. Challenges and Incentive Programs. From time to time, Company may invite You to participate in incentive-based campaigns referred to as “Challenges.” Participation in Challenges is optional and does not affect Your standing in the influencer program. Each Challenge will set forth specific requirements, timelines, and compensation terms, which may include flat payments or tiered incentives tied to performance (such as content views, engagement, or sales). To qualify for payment, You must comply with the stated requirements and may be asked to provide proof of completion (e.g., proper tagging or submission of links), although Company may also rely on automated tracking tools. Company reserves sole discretion to approve or deny Challenge submissions, and Challenge payments may follow a separate schedule or method of payment from standard influencer commissions.
   

5. Communications and Messaging. By accepting this Agreement, You consent to receive communications from Company via SMS, email, and other electronic means regarding (a) influencer program updates and opportunities; (b) challenge notifications and time-sensitive promotional opportunities; (c) product information and marketing materials; (d) payment and compensation information. You may opt out of non-essential communications at any time but acknowledge that certain transactional and program-related communications are necessary for participation in the influencer program.
   

6. Intellectual Property Rights. You shall retain full and exclusive ownership of Influencer Content you create under this Agreement, subject to the usage rights granted in Section 2 above. You acknowledge that Company owns all rights, title, and interest in its current or future worldwide rights under patent, copyright, trade secret, and trademark law and other similar rights (“IP Rights”), including the trademarks and trade names associated with Company and its products (the “Marks”). Your use of the Marks is limited to promoting the Products as permitted in this agreement. You gain no ownership or other rights in the Marks or the Products, except for the limited license granted here. You agree not to challenge ownership or use of the Marks or Products. Any feedback or suggestions you provide to Company may be used by Company without compensation to you.
   

7. Confidentiality. For purposes of this Agreement, “Confidential Information” means information disclosed by Company to You under this agreement that is marked as confidential or would normally be considered confidential under the circumstances. Without limiting the foregoing, compensation rates, Challenge compensation terms, and any information obtained through the Products or influencer program are Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that: (a) You already knew; (b) becomes public through no fault of Yours; (c) was independently developed by You; or (d) was rightfully given to You by another party. You will: (a) protect Confidential Information with the same standard of care You use to protect Your own Confidential Information, but in no event less than reasonable care; and (b) not disclose the Confidential Information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed in writing to keep it confidential.
   

8. Publicity. You will not issue any press release, public announcement, or public statement regarding the existence or content of this Agreement or issue any materials containing Company’s name, Marks, logos, domain names, or other distinctive brand features without Company’s prior written approval.
   

9. Termination. Either party may terminate this Agreement at any time and for any reason upon 15 days’ written notice to the other party via email at the address provided by each party. You agree to keep your contact information up to date on Company’s platform.
   

10. Effect of Termination. Upon any termination or expiration of this Agreement: (i) all rights and licenses granted by Company to You hereunder will immediately cease; (ii) You shall no longer market or promote the Products and will remove all references to Company and/or the Products from your social media platforms; and (iii) the usage rights granted in Section 2 shall survive termination for content created prior to termination. Termination or expiration of this Agreement will not limit either party from pursuing other remedies available to it. Upon termination of this Agreement, compensation and Challenge payments properly payable prior to the effective date of termination or expiration will be paid as set forth in the applicable offers. You hereby waive any right to renewal of this Agreement or to any damages or compensation for any expiration or termination of this Agreement.
    

11. Representations. You represent and warrant that: (a) You will comply with the terms and conditions of this Agreement, all applicable laws and regulations (including FTC guidelines for social media disclosures), and any policies related to the Products, as such policies may be modified by Company from time to time, in your marketing and promotion of the Products; (b) you will not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or regarding the Products and will not make any representation or warranty that is inconsistent with this Agreement or written materials regarding the Products as provided by Company or otherwise made publicly available; and (c) the execution of this Agreement, and Your performance hereunder, will not breach or otherwise violate any agreement to which You are a party, or violate any rights of any third parties arising from those agreements.
    

12. Disclaimer. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS MAKE NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE INFLUENCER PROGRAM, AND EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. YOU HEREBY WAIVE ANY RIGHTS THAT YOU MIGHT OTHERWISE HAVE IN CONNECTION WITH THIS SECTION. COMPANY WILL NOT BE OBLIGATED UNDER THIS AGREEMENT TO TAKE OR REFRAIN FROM TAKING ANY ACTION THAT IT BELIEVES, IN GOOD FAITH, WOULD CAUSE IT TO BE IN VIOLATION OF ANY LAWS OF ANY APPLICABLE JURISDICTION.
    

13. Limitation of Liability.  NEITHER COMPANY NOR ANY OF ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE INFLUENCER PROGRAM, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.  YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE TERMS.
    

14. Indemnification. COMPANY WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE OPERATION OF YOUR SOCIAL CHANNEL(S) OR YOUR VIOLATION OF THESE TERMS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD COMPANY, ITS SERVICE PROVIDERS, AND THEIR RESPECTIVE AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SOCIAL CHANNEL(S) OR ANY MATERIALS THAT APPEAR ON THEM, (B) YOUR PARTICIPATION IN THE INFLUENCER PROGRAM, (C) YOUR VIOLATION OF ANY PART OF THESE TERMS, OR (D) YOUR NEGLIGENCE OR WILLFUL MISCONDUCT.
    

15. Miscellaneous.
    

1. Non-Disparagement. You shall not make or authorize any defamatory statements about Company or its products/services. Any act by You that brings Company into public disrepute, contempt, scandal, or ridicule, or shocks or offends the community, or any criminal conviction, will be considered a material breach of this Agreement. Upon such a breach, Company may terminate this Agreement immediately and will not owe any further obligations to You.
   

2. Notices. All notices must be in writing and addressed to the other party at the address provided by the party. Notice will be deemed given: (a) when delivered by personal courier, (b) three (3) business days after sending via certified mail, or (d) when delivered if sent by email.
   

3. Assignment. You may not assign or transfer any part of this Agreement, including without limitation, by change of control or an assignment by operation of law, without Company’s prior written consent.
   

4. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, epidemic or pandemic, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party’s reasonable control.
   

5. No Waiver; Severability. Failure to enforce any provision of this Agreement will not constitute a waiver. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
   

6. Dispute Resolution. Before initiating arbitration, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. The party asserting a dispute shall provide written notice to the other party describing the nature of the dispute and proposed resolution. The parties shall then engage in good faith discussions for a period of sixty (60) days from receipt of such notice. If the dispute is not resolved within such sixty (60) day period, either party may then proceed to arbitration as set forth below.
   

7. Governing Law; Jurisdiction; Arbitration. This Agreement is governed by the laws of the State of New York, excluding its choice of law rules. Following the dispute resolution process set forth in Section 15.6 above, any unresolved dispute arising out of or relating to this Agreement shall be resolved by final and binding arbitration administered by JAMS in New York, New York, in accordance with its Streamlined Arbitration Rules. You and Company each waive the right to pursue disputes on a class, collective, consolidated, or representative basis, including as a private attorney general, and agree that each may bring claims against the other only in an individual capacity. The arbitrator shall have no authority to conduct any class, collective, or representative proceeding or to award relief to anyone other than You individually. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
   

8. Survival. Upon expiration or termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement which by their nature contemplate performance or applicability after the expiration or termination of this Agreement, including without limitation Sections 2 (Content Usage Rights), 6 (Intellectual Property Rights), 7 (Confidentiality), 10 (Effect of Termination), 12 (Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), and 15 (Miscellaneous).
   

9. Entire Agreement; Amendments; Counterparts; Priority. This Agreement is the entire agreement between You and Company relating to its subject matter. It replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Company may modify this Agreement at any time by providing You with written notice of the changes to the email address associated with Your account at the time of registration. Your continued use of the Company's services following such notice will constitute Your acceptance of the modified Agreement.