1. Overview
Welcome to the WAYB Affiliate Program! These WAYB Affiliate Program Terms and Conditions (the “Agreement”) are entered into by and between WAYB, Inc. (“WAYB” or “we”)
and you, the “Affiliate,” as a participant in the WAYB Affiliate Program (the “Program”). By applying to our Program, you agree to comply with this Agreement and AWIN Ltd.’s network
policies. WAYB reserves the right to update this Agreement at any time. By submitting an application and enrolling in the Program, Affiliate acknowledges that
they have read, understood, and agreed to the terms and conditions set forth in this Agreement.
2. Enrollment
You will submit an application to enroll in the Program via the AWIN dashboard. After WAYB receives your application, we will review your website and notify you of your acceptance or
rejection into our Program. Please allow up to two business days for your application to be approved. We reserve the right to reject any application; however, we encourage you to contact
us if you feel we have made an incorrect decision. Please include all websites that you use in your profile, as this will help us make a better decision.
3. Commission Structure & Payment
For each purchase made through an Affiliate Referral (as defined below), WAYB will pay a commission to Affiliate at the rate of 10% of revenue generated by the Referral. WAYB may, at
any time, prospectively, with or without notice, change, suspend or discontinue any aspect of the Program. Affiliate commissions will be paid out via AWIN subject to AWIN’s terms and
schedule for payments and will only be paid on online payment transactions that are made when the customer clicks through qualified, correctly structured custom Affiliate links containing
the Affiliate referral code generated by AWIN or WAYB (“Referrals”). All Referral codes shall endure as cookies for 30 days. Affiliate must provide AWIN with its payee information before
receiving any commission payments. Affiliate acknowledges that WAYB does not guarantee or predict any type of earnings, revenue, income or profit. For a signup to generate a commission
to an Affiliate, the customer must follow the Referral, complete a purchase including the payment of funds to WAYB, and not return or otherwise reject such purchase for 90 days from
the date of purchase. Properly coded links are the sole responsibility of Affiliate. All payments exclude taxes and Affiliate agrees to pay any applicable taxes imposed by a federal, state
provincial, or local government, or other taxing authority in connection with any amounts paid to Affiliate under this Agreement.
- 4. Promotional Guidelines
4.1 Affiliate Representations and Warranties
As an Affiliate for WAYB, you represent and warrant you will:
- Comply with all federal, state, local and applicable foreign laws, statutes, rules, and regulations, including without limitation the Federal Trade Commission rules, which can be found on the FTC website at https://www.ftc.gov/business-guidance/advertising-marketing;
- Be upfront with your users and disclose that you are a promotional partner and will receive a commission for any sales from references to WAYB;
- Exhibit integrity and honesty when dealing with customers and prospective customers; - - Not make any representation or warranty regarding WAYB or WAYB products unless explicitly directed or approved by WAYB in writing;
-Not promote, depict or link to explicit, illegal, violent, or discriminatory materials;
- Not violate any WAYB or third-party intellectual property rights; - - Not make marketing or representations which contain false or misleading information;
- Not employ any illegal or unethical methods;
-Not engage in any paid promotion or Pay-Per-Click (PPC) advertising to promote WAYB or its products, including, but not limited to, paid search engine advertising, social media advertising, and other forms of paid online promotion;
- Not modify the Licensed Marks (as defined below) made available to Affiliate via the AWIN dashboard or directly from WAYB;
- Not advertise WAYB's products directly; and
- Not engage in the distribution of an unsolicited bulk email (spam) mentioning or referencing WAYB.
- 4.2 Approved Promotional Platforms
Affiliates may promote WAYB using:
-Content Websites & Blogs
- Social Media Platforms
- Email Marketing to opt-in subscribers only and with prior approval from WAYB.
- Paid Advertising is allowed with prior approval.
4.3 Prohibited Promotional Methods
● Pop-ups, Pop-unders, and Cookie Stuffing
Affiliates may not use intrusive formats such as pop-ups, pop-unders, or any cookie stuffing techniques.
● Brand Bidding & PPC Campaigns
PPC campaigns on any search engine are strictly prohibited.
Affiliates may not bid on WAYB brand name, variations, or misspellings in search engine marketing campaigns.
Affiliates may not use WAYB’s Licensed Marks in ad copy, ad titles, or display
URLs.
● Domain Name Restrictions
○ Affiliates may not register, buy, or use domains or subdomains that may mislead users into believing they are part of WAYB’s official website. Examples of prohibited domains include: www.wayb-discounts.com or www.wayb-promos.net.
● Impersonation of WAYB
○ Affiliates may not create websites, landing pages, or other content that mimics the look and feel of WAYB’s website or misleads users into believing they are interacting with WAYB directly.
○ Affiliates must ensure they are clearly identified in all promotional content.
● Unauthorized Coupon Codes
○ Affiliates may only promote Referral coupon codes distributed through AWIN or directly provided by WAYB.
○ Sales generated using unauthorized coupon codes will be voided.
5. Use of WAYB Brand & Content
WAYB hereby grants to Affiliate, and Affiliate hereby accepts, a non-exclusive, non-assignable, royalty-free license to use the name, brand name, trademarks, copyrights, symbols, slogans
and other intellectual property owned and used by WAYB (the "Licensed Marks") solely in connection with and for the purpose of Affiliate's marketing, promotion and advertisement of
WAYB's products pursuant to this Agreement and as approved by WAYB in writing. Affiliate acknowledges that WAYB is the exclusive owner of the Licensed Marks. All goodwill arising out
of the use of the Licensed Marks shall inure to the benefit of WAYB, and Affiliate shall not claim any ownership rights in the Licensed Marks or any derivative thereof or any confusingly similar
marks. All promotional content must align with WAYB’s brand values and accurately represent the product’s features and benefits.
6. Returns, Cancellations, & Fraud
● Commissions will be voided for orders that are returned, canceled, or deemed fraudulent within 90 days of the date of purchase.
● Orders placed through personal affiliate links or self-referrals do not qualify for commissions.
7. Termination & Violations
7.1 Term
The term of this Agreement will commence upon approval of Affiliate’s application by WAYB and shall continue until terminated (the “Term”). Either party may terminate this Agreement at any
time, for any reason by providing notice of such termination in writing or via email. Upon termination of this Agreement, Affiliate will immediately cease any and all use of the Referrals
and such links may be disabled by WAYB. No commission will be paid on any sale made with the Affiliate's invitation link after termination.
7.2 Termination for Cause
Either party may terminate this Agreement immediately for cause if the other party breaches any material term or condition of this Agreement. For the avoidance of doubt, any breach of Section
4 of this Agreement is a material breach by Affiliate. All commissions shall immediately cease to accrue upon termination, and any outstanding balance greater than $25 USD will be paid to the
Affiliate within 60 days of termination. Balances that are smaller than $25 will be forfeited.
7.3 Survival
Sections 5, 7, 9 and 10 shall survive termination of this Agreement, as well as any other provisions which by their terms, nature or sense are intended to or should survive.
8. Contact & Support
For questions, approval requests, or clarification on this Agreement, please contact: Affiliate Support Email: marketing@wayb.com
We’re excited to partner with you and appreciate your efforts to help families travel lighter, safer,
and more sustainably with WAYB!
9. Indemnification & Limitation of Liability
Affiliate shall indemnify, defend, and hold WAYB, its officers, employers, employees, directors, and related entities harmless from and against any and all claims, actions, proceedings,
liabilities, losses, damages cost, claims and expenses, including, without limitation, attorneys' fees, which such parties may be subject to or incur in connection with Affiliate's participation in
the Program, except those claims that are judicially determined to have entirely resulted from WAYB's negligence or willful misconduct. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL WAYB BE LIABLE TO AFFILIATE OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDING THE PROGRAM OR THIS AGREEMENT. FURTHER, IN NO EVENT WILL EITHER WAYB’S TOTAL LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF COMMISSIONS PAID OR PAYABLE BY WAYB UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.
10. Miscellaneous
10.1 Governing Law & Venue
This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of law principles. In the event of any action or
proceeding arising out of or relating to this Agreement, the parties agree that exclusive jurisdiction and venue shall be in the federal or state courts located in South Pasadena,
California.
10.2 Amendment & Acceptance
WAYB reserves the right to amend this Agreement at any time by providing written notice to Affiliate. Continued participation in the Program after such notice constitutes acceptance of the
amendments.
10.3 Independence
Affiliate is an independent contractor and not an employee, agent, partner or franchisee of, or joint venture with WAYB. As an independent contractor, Affiliate is responsible for all self-
employment taxes, income taxes and other filings required by law. Affiliate will not be treated as an employee with respect to this Agreement for federal, state or local tax law purposes, or
otherwise.
10.4 Force Majeure
Neither party will be in default for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control and not caused by its own negligence
or fault, including labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, civil commotion, third party internet service
interruptions or slowdowns, vandalism or “hacker” attacks, government demands, or acts of God, provided, however, that written notice of such delay (including the anticipated duration of
the delay) shall be given by the party claiming delay or failure under this section to the other party as soon as possible after the event occurrence (but in no event more than two business
days after the force majeure event begins). The parties will resume performance as soon as possible after the force majeure event provided it is commercially practicable to do so.
10.5 Entire Agreement
This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous
agreements or understandings, written or oral, relating to its subject matter.
10.6 Assignment
Affiliate may not assign or transfer this Agreement without WAYB’s express written consent. Any attempt to assign or transfer this Agreement without such consent will be null and of no
effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
10.7 Counterparts
This Agreement may be executed in one or more counterparts, and sent via courier, registered mail, facsimile, or email. A party may execute the counterpart on paper, digitally or by scanning
a signed copy into a portable format (e.g. Adobe Acrobat PDF or DocuSign), which shall constitute an original signature, shall be deemed to have been duly and validly created and
delivered, and shall be valid and binding for all purposes. Each counterpart, taken together, shall constitute one and the same agreement.
