Effective: January 1, 2024
This MyWhistleBox Partner Agreement (“Agreement”) is entered into by MyWhistleBox and the entity identified as the Partner during the registration process as of the date that Partner registers for the MyWhistleBox Partner Program (“Effective Date”). This Agreement governs Partner’s participation in the MyWhistleBox Partner Program described herein and in the Program Guide (“Program”.) “MyWhistleBox” means LNMR, Inc dba MyWhistleBox. In this Agreement, MyWhistleBox and Partner are each referred to as a “Party” and collectively as the “Parties.”
By registering, you:
(i) represent and warrant that you have the authority to bind Partner to this Agreement,
(ii) agree on behalf of Partner to be bound by this Agreement, the MyWhistleBox Privacy Policy, and the MyWhistleBox Acceptable Use Policy, and
(iii) acknowledge receipt of a copy of this Agreement. If you do not have the authority to bind Partner to this Agreement, please do not accept this Agreement or register as a Partner with MyWhistleBox.
“Branding Guidelines” is defined as usage guidelines specified in the Program Guide and any additional branding guidelines for Partners that MyWhistleBox may publish from time to time.
"Eligible Referral" is defined as a new net customer, excluding Ineligible Referrals, who registers for and purchases MyWhistleBox Services directly from MyWhistleBox.com using a Partner Code.
“Incentives” is defined as redeemable coupons, promotion codes, or other incentives provided by MyWhistleBox for all customers generally that may assist Partner in promoting and marketing the Services under this Agreement and not associated with Partner Codes.
"Ineligible Referrals" is defined as representatives, agents, or employees of MyWhistleBox.
"Partner" is defined as a member of the Program with a primary place of business or residence in the Territory that is a business, entity, or other individual with a valid tax ID number but may not include representatives, agents, or employees of MyWhistleBox.
"Partner Code" is defined as a unique offer code, URL or QR Code that is provided by MyWhistleBox to the Partner and ties an Eligible Referral to Partner’s Program account.
"Portal" is defined as the website provided by MyWhistleBox to Partner containing Program resource tools and information.
"Program Guide" is defined as any set of applicable terms in addition to this Agreement that MyWhistleBox may make available to Partner via the Portal and that will govern Partner's continued participation.
"Purchase Transaction" is defined as a closed sale for Services originating through a Partner Code and which is made directly online between an Eligible Referral and MyWhistleBox in compliance with the requirements for payment of Referral Fees.
"Referral Fees" are defined as the fees to be paid to Partner by MyWhistleBox for Eligible Referrals that result in a Purchase Transaction.
"Restricted Services" is defined as the MyWhistleBox core services that are exempt from Referral Fees as specified in the Program Guide.
"Services" or "MyWhistleBox Services" are defined as the MyWhistleBox core product generally sold by MyWhistleBox and further described at http://mywhistlebox.com, as such URL, and Services description (including branding of such services), may be updated by MyWhistleBox from time to time.
"Territory" is limited to the geographic regions listed in the Program Guide and updated by MyWhistleBox from time to time.
MyWhistleBox authorizes Partner to market and promote the Services to Eligible Referrals on an independent and non-exclusive basis, subject to the terms and conditions of this Agreement and the Program Guide. Partner will not market the Services to any Ineligible Referrals.
MyWhistleBox will provide Partner with a Partner Code for the purpose of correlating any Eligible Referrals resulting in a Purchase Transaction under this Agreement. As applicable, and subject to the requirements herein, Partner may include on its website and in its marketing materials the Partner Code provided by MyWhistleBox. A Purchase Transaction must always originate from Partner’s Partner Code to qualify for Referral Fees.
MyWhistleBox will publish an applicable Program Guide which may include updates regarding applicable Referral Fees, Incentives and other relevant Program details. The terms of any such Program Guide are made part of this Agreement and will control over any conflicting term in the body of this Agreement.
Partner will use best efforts to distribute the Partner Code and Incentives: (A) only to Eligible Referrals; and (B) only after MyWhistleBox has approved the distribution by providing Partner access to the Partner Code and any applicable Incentives. All marketing materials (including without limitation the text of email distributions, if any) must be (i) strictly consistent with any Program instructions provided by MyWhistleBox, (ii) compliant with the terms and conditions of this Agreement and all applicable marketing, privacy and data protection laws and governmental regulations. Any e-mail distribution must: (a) offer recipients the ability to opt-out of future Partner communications; and (b) contain the MyWhistleBox governing terms and conditions for any Incentives when offered. At MyWhistleBox’s request, Partner will block distribution of Partner Code and Incentives to parties as MyWhistleBox designates in its sole discretion, consistent with applicable laws.
In addition to the other legal requirements in this Agreement, Partner expressly agrees to comply with the following:
4.1. Anti-Bribery Laws and Reporting. Partner will comply with all applicable commercial and public anti-bribery laws ("Anti-Bribery Laws"), including the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010, which prohibit corrupt offers of anything of value, either directly or indirectly to anyone, including government officials, to obtain or keep business or to secure any other improper commercial advantage. "Government officials" include any government employee; candidate for public office; and employee of government-owned or government-controlled companies, public international organizations, and political parties. Furthermore, Partner will not make any facilitation payments, which are payments to induce officials to perform routine functions they are otherwise obligated to perform. If Partner becomes aware of suspicious, illegal or fraudulent activity occurring in relation to this Agreement, Partner will report the suspicious or fraudulent activity to MyWhistleBox within 24 hours of identifying the suspicious or fraudulent activity.
4.2 Export Control Laws. Partner will comply with all applicable export and re-export control laws and regulations, including (i) the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, (ii) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (iii) the International Traffic in Arms Regulations ("ITAR") maintained by the U.S. Department of State.
4.3 Acceptable Use Policy. Partner will not send, post, transmit or otherwise use any MyWhistleBox provided content, including the MyWhistleBox name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
4.4 Certification. Partner represents, warrants and certifies to MyWhistleBox that: (i) it has legal authority to enter into these terms and participate in the Program; (ii) its employment contract (if applicable) does not restrict it from participating in the Program, and where Partner is also a representative, agent or an employee of a MyWhistleBox reseller it has also obtained a valid consent from its employer to participate; (iii) each Referral submitted by Partner will be reasonably made in good faith as an Eligible Referral; and (iv) it will comply with all applicable laws and governmental regulations, including without limitation, as described in this Section 4 above.
MyWhistleBox may at any time and in its sole discretion: (i) modify or update the terms of, including but not limited to, the Program, Program Guide, this Agreement, Incentives (and their governing terms and conditions) and will make such modified or updated terms available in writing, or (ii) revoke a Partner's account, and/or terminate Partner’s participation in the Program in its entirety. If MyWhistleBox provides Partner with updated Incentives (and applicable terms and conditions), Partner agrees they will begin using, and will be subject to, such updated versions no later than 30 days after receiving them.
Each party will own all right, title and interest to trade names, trademarks, service marks, logos and domain names it secures from time to time ("Branding Marks"). Subject to the terms and conditions of the Agreement, MyWhistleBox grants to Partner a nonexclusive and non-sublicensable license during the Term to display MyWhistleBox’s Branding Marks only to the extent the Branding Marks are provided by MyWhistleBox for use with the Program as provided in the Portal and solely for the limited purpose of promoting the Services consistent with this Agreement. Additionally, all use of MyWhistleBox Branding Marks is at MyWhistleBox’s sole discretion and subject to MyWhistleBox’s then-current Branding Guidelines.
Subject to the terms and conditions of the Agreement, Partner grants to MyWhistleBox a nonexclusive and non-sublicensable license during the Term to display Partner’s Branding Marks solely for the purpose of marketing the Program or as otherwise mutually agreed upon (email permitted).
MyWhistleBox may elect to provide Partner with Incentives to offer its Eligible Referrals from time to time. Use of any applicable Incentives will be subject to the governing terms and conditions as provided by MyWhistleBox.
8.1 Referral Fees. MyWhistleBox will pay Partner a Referral Fee, in the amount described in the Program Guide, for each Eligible Referral that results in a Purchase Transaction. A Purchase Transaction will only take place when an Eligible Referral: (a) registers online directly with MyWhistleBox using a valid payment instrument for the purchase of Services; (b) purchase originates from an unexpired Partner Code correlating to Partner’s account; (c) initial payment is made within 90 days of registration; (d) payment has been received for a minimum period of 30 days; and (e) where all the foregoing occurs during Partner’s period of participation in the Program.
Referral Fees related to an Eligible Referral will be paid on all paid services excluding Restricted Services for a period of 1 year from initial payment. MyWhistleBox may, at its sole option, prospectively increase or decrease Referral Fee amounts by providing written notice (email/electronic communication permitted) to Partner, or updating this Agreement and/or any applicable Program Guide. MyWhistleBox reserves the right, in its sole discretion not to pay any Referral Fees to Partner where MyWhistleBox determines Partner’s actions are not consistent with the intent of this Program.
8.2. Payment Process. In order for Partner to receive any Referral Fees, Partner must first complete the required Partner Payment Form provided in the Portal as required by MyWhistleBox and maintain a valid banking account within the Territory. MyWhistleBox will pay Partner the Referral Fees in the form of a direct deposit or foreign electronic funds transfer in U.S. dollars to the banking account as indicated by Partner via the Program registration process and completion of the required vendor payment form. The Referral Fees above are exclusive of taxes, and MyWhistleBox may withhold or charge taxes if determined by law. Additional payment terms may need to be accepted by Partner for the payment of Referrals Fees to Partner’s banking account. Referral fees will be issued to Partner on a monthly basis no later than 45 days after the last day of month. All amounts referenced or payable under this Agreement are in U.S. Dollars unless MyWhistleBox notifies otherwise.
Partner is solely responsible for ensuring its account information is accurate and current. MyWhistleBox will not be responsible for any payments not received due to Partner failing to provide accurate and complete account information for payment, or any other relevant or required information.
MyWhistleBox reserves the right, in its sole discretion, to change the terms and conditions of the payment process to Partner.
MyWhistlebox will provide Partner with year end accounting summarizing total Referral Fees payed out during the calendar year.
Partner will not, and will not allow any third party to cause any MyWhistleBox web pages, or any Branding Marks to be displayed in a distorted or diluted fashion.
This agreement term (“Term”) will continue until terminated by either party as provided herein. Either party may terminate this Agreement immediately with or without cause upon written notice to the other party (email notice permitted). Upon any termination or expiration of this Agreement, all licenses and rights granted will terminate and each party will have no right to use the Branding Marks of the other party. In the event of a termination, Partner will only receive Referral Fees that were earned in full for a Purchase Transaction that occurred prior to the effective termination date.
Partner may not disclose the terms, conditions or existence of any non-public aspect of the Program to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND PARTNER CODE IS PROVIDED "AS IS" AND AT PARTNER’S OPTION AND RISK AND MYWHISTLEBOX DOES NOT GUARANTEE ANY RESULTS. EXCEPT FOR (I) BREACHES OF SECTION 4 (COMPLIANCE); (ii) BREACHES OF SECTION 6 (TRADEMARKS); AND (iii) SECTION 13 (INDEMNIFICATION), TO THE FULL EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (A) NO PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT OR ARISING OUT OF PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY AND (B) NO PARTY MAY BE HELD LIABLE FOR DAMAGES UNDER THIS AGREEMENT IN THE AGGREGATE OF MORE THAN THE AMOUNT PAID BY MYWHISTLEBOX TO PARTNER UNDER THIS AGREEMENT IN THE 3 MONTHS BEFORE THE DATE OF THE ACTIVITY GIVING RISE TO THE FIRST CLAIM.
Partner will indemnify and hold MyWhistleBox and its affiliates harmless, and at MyWhistleBox’s request, defend MyWhistleBox and its affiliates from and against any and all claims (including a regulatory penalty), liabilities, costs and expenses (including settlement costs and reasonable attorney’s fees) resulting from, relating to or arising out of any acts or omissions of Partner in connection with Partner’s activities under this Agreement.
Partner warrants that (a) Partner will use all information provided by MyWhistleBox (including without limitation the MyWhistleBox Branding Marks) in a manner that complies with applicable law; (b) Partner will clearly and conspicuously display the text of the applicable terms and conditions for Incentives provided to Customers in accordance with this Agreement; and (c) Partner will conduct all activities in furtherance of this Agreement in accordance with applicable law.
ALL CLAIMS ARISING OUT OR RELATING TO THIS AGREEMENT OR ANY RELATED MYWHISTLEBOX PRODUCTS OR SERVICES (INCLUDING ANY DISPUTE REGARDING THE INTERPRETATION OR PERFORMANCE OF THE AGREEMENT) ("Disputes") WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA'S CONFLICTS OF LAWS RULES.
The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days:
Partner and MyWhistleBox agree to resolve any claims relating to this Agreement or the Service through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Thousand Oaks (CA), or any other location both Parties agree to in writing. If a Party breaches its obligations under the Agreement, the non-breaching Party may bring a lawsuit in the federal or state courts of Ventura County, California solely for injunctive relief to stop the breach without first engaging in the informal dispute notice process described above. Both Partner and MyWhistleBox consent to jurisdiction and venue of any United States Federal or State Court located in Ventura County, California for any dispute, controversy or claim arising out of or in connection with this Agreement.
Agreement and the Program Guide constitute the entire agreement between the Parties and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement.
Unenforceable provisions will be modified to reflect the Parties' intention and only to the extent necessary to make them enforceable and the remaining provisions of the Agreement will remain in full effect.
Notices are deemed given when received. All notices to MyWhistleBox will be sent via emailto MyWhistleBox Legal at legal@MyWhistleBox.com. All notices to Partner will be sent to the applicable account email address.
A waiver of any default is not a waiver of any subsequent default. Neither Party may assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent of the other Party except MyWhistleBox may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
The parties are independent contractors and the Agreement does not create any agency, partnership, or joint venture.
Neither MyWhistleBox nor Partner will be liable for inadequate performance to the extent caused by a condition that was beyond the Party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
There are no third-party beneficiaries to this Agreement.