Affiliate Agreement

Wordfence Marketing Affiliate Program Agreement

This Wordfence Marketing Affiliate Agreement together with the Wordfence Marketing Affiliate Program Rules found at https://www.wordfence.com/affiliate-program-rules/ (collectively the “Agreement“) set out the agreement between Defiant Inc. (“Defiant” or “we“) and You (defined below) for Your participation in the Wordfence Marketing Affiliate Program (“Program”).

BY CLICKING “I AGREE”, YOU REPRESENT THAT YOU ARE DULY AUTHORIZED TO ACCEPT THIS AGREEMENT AND AGREE THAT YOU AND THE PARTY ON BEHALF OF WHICH YOU ARE ACCEPTING THE AGREEMENT (COLLECTIVELY “YOU” OR “YOUR”) ARE LEGALLY BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU MAY NOT PARTICIPATE IN THE PROGRAM.

  1. Program Admission and Review. Before You are accepted to participate in the Program, we will review Your application to determine eligibility. Please review the Wordfence Marketing Affiliate Program Rules found at https://www.wordfence.com/affiliate-program-rules/ for more information on Your eligibility to participate in the Program. We may accept or reject Your application to participate in the Program at our sole discretion, with or without cause. Once You are accepted as a participant, the terms and conditions of this Agreement will apply.
  2. Term; Exclusivity. This Agreement is effective from the date You are accepted to participate in the Program and continues for sixty (60) days from such date (the “Initial Term“). We may extend the Term at our sole discretion for additional periods of sixty (60) days (each term extension, together with the Initial Term shall be referred to as the “Term“).
  3. Marketing Posts. Your marketing posts (“Posts“) will conform to the specifications and instructions outlined in our Wordfence Marketing Affiliate Program Rules. We will provide You with the necessary briefing materials, branding, and logos so You can create Posts that achieve the goals of the Program (the “Program Materials“). All Posts will meet the following requirements:

    1. Your Posts must comply with the Federal Trade Commission’s (the “FTC“) Guides Concerning Endorsements and Testimonials (“Endorsement Guides“), for which we provide You a link in the Wordfence Marketing Affiliate Program Rules You must clearly and conspicuously disclose Your “material connection” with us, making it clear that You are a paid influencer. You must place the disclosure in plain sight in close proximity to any audio or visual communications that You make about us, our brands, and our services and it must be unavoidable. You may not obscure the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform.
    2. Although we want Your Posts to be authentic, Your Posts should only include factual statements about Defiant and our services which You know for certain are true and Defiant can prove or verify. In the Program Materials, we will provide You with a list of verified factual statements that You may use in Your Posts. Your Posts should also rely on the Program Materials to accurately use our trademarks, describe the Program, and describe our services.
    3. Your Posts will reflect Your own honest opinions, beliefs, and experiences.
    4. Your Posts will be original and created solely by You.
    5. Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
    6. Your Posts will not include any person, or personally identifiable information about anyone, other than You.
    7. Your Posts will comply with the rules of the applicable social media or other marketing platforms.
    8. Your Posts will comply with our standards of conduct set out in the Wordfence Marketing Affiliate Program Rules and any other policies we provide You.
    9. Your Posts will comply with all applicable laws, rules, regulations, and industry standards.
  4. Monitoring Posts. You understand that we will be monitoring Your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:

    1. Requiring You to fix the Post.
    2. Withholding payment of any Fee.
    3. Terminating the Agreement under Section 11(a) for a material breach.
  5. Ownership; Grant of Rights. You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in the Program Materials and to all derivative works of the Posts made by us, or by any third party for our benefit subject to Your rights in the underlying Posts. You hereby grant to Defiant and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, an non-exclusive, perpetual, irrevocable, worldwide, freely transferable and sublicensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, You agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part. Defiant grants You a non-exclusive, limited, revocable, worldwide, non-transferable, non-sublicensable, fully paid-up and royalty-free right and license to use the Program Materials in connection with Posts as described and set forth in this Agreement.
  6. Use of Your Name, Likeness, and Information. You hereby grant to Defiant and our affiliates, each of our respective direct and indirect successors, licensees, and assigns, the right to use Your name, image, likeness, and biographical, professional, and other identifying information (including information You provide to us and any other information about You that is publicly available)/provided by You from time to time (collectively, “Likeness“) in connection with the Program, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any service that features or includes [at least one of] the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of Your Likeness as contemplated in this Agreement.
  7. Payment. All Fees are set forth in the Wordfence Marketing Affiliate Program Rules. Each calendar month, Defiant will send Fee payments due, up to $10,000, to the PayPal account associated with Your Wordfence account. Defiant may require Fee payments over $10,000 to be sent via wire or ACH transfer. Any Refunds (as defined in the Wordfence Marketing Affiliate Program Rules) will be deducted from the total Fees due. Fees are subject to change at Defiant’s sole discretion. Defiant will publish any changes to the Fees on the Wordfence Marketing Affiliate Program Rules page.
  8. Confidentiality. You understand that You may be exposed to information about Defiant’s services, advertising Program, marketing/brand strategies, and ideas that may not have been disclosed to the public (collectively, the “Confidential Information“). You agree to maintain the confidentiality of all Confidential Information disclosed to You (or which otherwise becomes available to You) in connection with the Program, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Program. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for 3 years.
  9. Representations and Warranties. You represent and warrant that You are not a member of SAG-AFTRA. You will comply with all applicable laws and regulations regarding your use of cookies and provide any required consents or disclosures to individuals in connection with your Posts. To the extent You voluntarily provide Posts to Defiant for review prior to publication, in addition to the requirements set forth in Section 3, You represent and warrant that the Posts:

    1. are Your sole and original creation;
    2. have not been, and prior to our review and approval of the Posts will not be, published or otherwise made publicly available, in whole or in part;
    3. are not libelous or otherwise defamatory; and
    4. do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy.
  10. Indemnification. You agree to indemnify, defend, and hold harmless Defiant and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any material breach by You of Your representations, warranties, or other obligations hereunder.
  11. Termination.

    1. Either party may terminate this Agreement, with or without cause, by providing the other party with a notice of termination at least five days prior to the effective date of such termination.
    2. The termination or expiration of this Agreement will not affect any provisions of this Agreement which by their nature survive termination or expiration, including the provisions that deal with the following subject matters: definitions, payment obligations, confidentiality, term and termination, effect of termination, intellectual property ownership, permitted use, indemnification, compliance with laws, and the “Miscellaneous” section in this Agreement.
  12. Relationship of the Parties.

    1. You understand that You are an independent contractor of Defiant, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between You and us for any purpose. You have no authority (and will not hold Yourself out as having authority) to bind Defiant and will not make any agreements or representations on our behalf without our prior written consent.
    2. We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
  13. Miscellaneous.

    1. This Agreement is personal to You. You will not assign or otherwise transfer any of Your rights, or delegate, subcontract, or otherwise transfer any of Your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    2. This Agreement is governed by and construed in accordance with the laws of the State of Washington without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of competent jurisdiction in the County of King, State of Washington, provided however, Defiant will have the right to pursue Claims against Licensee in any other jurisdiction worldwide to enforce its rights under this Agreement or to enforce its intellectual property rights.
    3. Neither party is liable for failure to perform its obligations under this Agreement (except for any payment obligations) to the extent that performance is delayed, prevented, restricted or interfered with as a result of any causes beyond its reasonable control, including acts of God, terrorism, labor action, fire, flood, earthquake, pandemic, denial of service attacks and other malicious conduct, utility failures, power outages, or governmental acts, orders, or restrictions.
    4. Actual or threatened breach of certain sections of this Agreement (such as, without limitation, provisions on intellectual property (including ownership), license, privacy, data protection and confidentiality) may cause immediate, irreparable harm that is difficult to calculate and cannot be remedied by the payment of damages alone. Either party will be entitled to seek preliminary and permanent injunctive relief and other equitable relief for any such breach.
    5. Any notice given under this Agreement must be in writing by email to the following addresses (or addresses notified in writing by either party): (A) to Defiant at privacy@defiant.com and (B) to You at Your email address as registered on wordfence.com.
    6. Neither party’s waiver of the breach of any provision constitutes a waiver of that provision in any other instance. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing signed by the parties.
    7. This Agreement contains the entire understanding of the parties relating to the subject matter and supersedes all earlier agreements, understandings, proposals, discussions, negotiations, representations and warranties, both written and oral, regarding the subject matter.
    8. This Agreement (or a component) may be executed in one or more counterparts, each of which constitutes an original and all of which taken together constitutes the same agreement. Each party may sign this Agreement using an electronic or handwritten signature, which are of equal effect, whether on original or electronic copies.
    9. If any term of this Agreement is held invalid or unenforceable for any reason, the remainder of the term and this Agreement will continue in full force and effect.
    10. This Agreement may not be modified except by a written agreement that is signed by an authorized representative of Defiant. Defiant reserves the right to unilaterally update and modify the Wordfence Marketing Affiliate Program Rules, at any time without notice, at the discretion of Defiant.

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