The terms that govern your participation in the Picture Party affiliate program.
For purposes of this Agreement:
Company appoints Affiliate as a non-exclusive affiliate marketer to promote Picture Party, subject to the terms herein. This Agreement does not create exclusivity; Company may appoint other affiliates at its sole discretion.
Affiliate agrees to:
Affiliate shall NOT:
Company shall pay Affiliate $1.00 USD for each Active User originating from Affiliate's unique Affiliate Link, subject to the definition in Section 1 and geographic restrictions below. Commission rates may be modified upon thirty (30) days' written notice.
Only Active Users located in the United States or Canada at the time they satisfy the Active User criteria generate a Commission obligation. Users outside these territories do not qualify, regardless of other actions taken.
Active Users are tracked exclusively through Company's platform analytics recording app downloads linked to Affiliate referral codes and event joins within Affiliate-hosted Picture Party events. Company's tracking systems are the sole basis for determining Active User counts and Commission calculations. Tracking cookies expire thirty (30) days after initial click.
Commissions earned in a calendar month shall be paid on the 15th day of the following calendar month (e.g., January commissions paid February 15th). If the 15th falls on a weekend or U.S. federal holiday, payment is made the next business day.
If total earned Commission in a given month is less than $50.00 USD, the balance rolls over and accumulates until the threshold is met, paid on the 15th of the month following the month in which the threshold is crossed.
Affiliate is solely responsible for all taxes on Commissions received. Before Company is obligated to issue any payment that would cause Affiliate's cumulative annual earnings to exceed $599.00 USD in any calendar year, Affiliate must submit a completed IRS Form W-9 (U.S. persons) or applicable W-8 series form (non-U.S. persons). Company will withhold payment until a valid form is received. Company will issue IRS Form 1099-NEC for any calendar year in which total payments equal or exceed $600.00 USD, as required by law.
Affiliate must provide valid payment details (PayPal, ACH/direct deposit, or other method approved by Company in writing) before the first payment date. Company is not responsible for delays caused by Affiliate's failure to provide accurate payment information.
Commission disputes must be submitted within sixty (60) days of the applicable payment date. Disputes submitted after such period are waived. Company's determination of Active User counts and Commission amounts is final absent demonstrated error.
Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Company's trademarks, service marks, logos, and Promotional Materials (“Company IP”) solely to promote Picture Party under this Agreement.
Affiliate shall not: (a) alter or create derivative works of any Company IP; (b) use Company IP in a manner that tarnishes or disparages Company or Picture Party; or (c) register any domain name, social handle, or identifier incorporating any Company trademark.
All Company IP remains the exclusive property of Myseum.ai, Inc. Nothing herein transfers any ownership rights in Company IP to Affiliate.
Each party may disclose confidential or proprietary information (“Confidential Information”), including commission rates, business strategies, customer data, and the terms of this Agreement. Each party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) use it solely to exercise rights or perform obligations hereunder; and (c) not disclose it to any third party without prior written consent, except to personnel with a need to know who are bound by equivalent obligations. Exceptions apply for information that is publicly available through no fault of the receiving party, independently developed, rightfully known before disclosure, or required to be disclosed by law or court order (with prompt written notice).
This Agreement commences on the Effective Date and continues for one (1) year, automatically renewing for successive one-year terms unless terminated.
Either party may terminate this Agreement at any time, for any reason or no reason, effective immediately upon written notice (email notification is sufficient written notice) to the other party. No advance notice period is required.
Company may also terminate immediately if Affiliate: (a) breaches any material provision and fails to cure within ten (10) days of written notice; (b) engages in fraud, misrepresentation, or conduct damaging to Company's reputation; (c) becomes insolvent or files for bankruptcy; or (d) violates any applicable law or regulation.
Upon termination: (a) all licenses immediately terminate; (b) Affiliate must promptly remove all Promotional Materials and Affiliate Links; (c) Commissions for Active Users who fully satisfied both Active User criteria before the termination date and time will be paid on the next scheduled payment date (the 15th of the following month); (d) any sub-threshold balance accrued before termination is paid in full on that next payment date; (e) users who download the app or join an Affiliate-created event after termination do not generate Commission obligations.
Each party represents and warrants: (a) it has full authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) performance will not violate any applicable law or third-party agreement. Affiliate additionally represents and warrants: (a) all channels used comply with applicable platform terms of service; (b) Affiliate will obtain required endorsement disclosures and consents; and (c) Affiliate does not employ bots or automated systems to generate fraudulent traffic or referrals.
Affiliate shall indemnify, defend, and hold harmless Myseum.ai, Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Affiliate's breach of this Agreement; (b) Affiliate's promotional activities; (c) Affiliate's violation of any applicable law; (d) third-party claims arising from Affiliate's content or platforms; or (e) infringement of any third-party intellectual property right by Affiliate.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Affiliate is an independent contractor. Nothing herein creates a partnership, joint venture, employment, agency, or franchise relationship. Affiliate has no authority to bind Company to any obligation. Affiliate is solely responsible for all employment-related obligations for its employees and contractors.
Each party shall comply with all applicable data protection and privacy laws, including the New Jersey Data Privacy Act (NJDPA), California Consumer Privacy Act (CCPA) where applicable, GDPR, and CAN-SPAM Act. Affiliate shall not collect, store, or process any personal data of Company customers without prior written consent and must provide its own privacy notice to users interacting with Affiliate's platforms.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-law principles. Any dispute shall first be submitted to good-faith negotiation for thirty (30) days. If unresolved, disputes shall be resolved by binding arbitration under AAA rules, conducted in New Jersey. Either party may seek injunctive or equitable relief in any New Jersey court of competent jurisdiction.
This Agreement, together with all Exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements regarding its subject matter.
No modification is valid unless in writing and signed by authorized representatives of both parties.
A party's failure to enforce any provision shall not constitute a waiver of the right to enforce it in the future.
If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.
Affiliate may not assign this Agreement without Company's prior written consent. Company may assign in connection with a merger, acquisition, or sale of substantially all assets, with written notice to Affiliate.
All notices shall be in writing and delivered by email (with confirmation of receipt) or certified mail to the addresses on the cover page. Notices to Company: legal@myseum.ai.
Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, provided prompt written notice is given.
This Agreement may be executed in counterparts. Electronic signatures are valid and binding to the same extent as original signatures under applicable law. By accepting this Agreement electronically in the affiliate portal, Affiliate agrees to be bound by its terms to the same extent as a handwritten signature.