FORWARD

We appreciate our ambassadors and want to build a relationship of mutual respect and

trust. We created the following affiliate agreement with our ambassadors in mind, as well as

our company’s good name. Please read through the agreement and sign at the conclusion.

If you have any questions, please don’t hesitate to ask. We will respond to your inquiry

during weekdays within 24 hours (often sooner) Please direct inquiries to Mindy at

[email protected].

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT. You may print this page for your records.

This is a legal agreement between you and Maxwell Designs. By submitting the online

application, you are agreeing that you have read and understand the terms of this

agreement and that you agree to be legally responsible to the terms and conditions herein.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming

an ambassador in the Maxwell Designs Ambassador Program. Please note that “we,” “us,”

and “our” refer to Maxwell Designs and “you,” “your,” and “yours” refer to the ambassadors

throughout this Agreement.

2. Ambassador Obligations

To begin the enrollment process, ambassadors will complete and submit an application.

All applications will be reviewed and approved applicants will receive an acceptance email.

We may reevaluate applications at a later time. We may reject applications at our sole

discretion. We may cancel your application at any time if we determine that your site is

unsuitable for our Program, including it:

2.1.1 Promotes sexually explicit materials

2.1.2 Promotes violence

2.1.3 Promotes discrimination based on race, sex, religion, nationality, disability,

2.1.4 Promotes illegal activities.

2.1.5 Incorporates any materials which infringe or assist others to infringe on any

2.1.6 Includes “Maxwell Designs” or variations or misspellings thereof in its domain

sexual orientation, or age.

copyright, trademark or other intellectual property rights or violate the law.

name.

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2.1.7 Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,

2.1.8 You may not create or design your own website or any other website that you

harassing, or racially, ethnically, or otherwise objectionable to us in our sole

discretion.

operate, explicitly or implied in a manner which resembles our website nor design

your website in a manner which leads customers to believe you are Maxwell

Designs or any other affiliated business.

2.2 As a member of the Maxwell Designs Ambassador Program, you will receive

a unique discount code. This code will provide users (excluding yourself or

immediate family m members) with a 5% discount on their purchase before taxes

or shipping. We will use this code to track your referred purchases and determine

eligibility for rewards. Discount codes cannot be applied to previously submitted

orders or orders in process.

2.3 You will receive a Maxwell Designs Ambassador picture file. You may use this file

as an avatar on social media or as a button on your blog with the associated code.

You may only link this picture to www.maxwelldesigns.ca.

2.4 You agree that all fabrics, designs, new releases and information shared through

the Maxwell Designs Ambassador and Champion Facebook page or through

Ambassador or Champion emails or newsletters is confidential until released by

Maggie or Mindy. Ambassadors agree not to share confidential information with

any outside sources until a time designated and agreed by Maggie. 

2.5 Maxwell Designs reserves the right, at any time, to review your placement of links,

photos, and sales related to Maxwell Designs and to require that you change the

placement to comply with the guidelines provided to you.

2.6 The maintenance and updating of your site is your responsibility. We may monitor

your site as we feel necessary to make sure that links and photos are up-to-date

and to notify you of any changes that we feel could assist you.

2.7 Maxwell Designs will make product photos available for Ambassador use in

promotion. If you wish to create an ad using a Maxwell Designs photo and your

unique Ambassador code, the ad must first be approved by Maxwell Designs.

All photos remain the property of Maxwell Designs. We reserve the right to ask

Ambassadors to update photographs used in promotions and advertising as

products, fabrics, and inventory change.

2.8 As an Ambassador, you agree to never willfully misrepresent a Maxwell Designs

sale, discount, or promotion. You will familiarize yourself with sale, discount,

and promotion terms and conditions and ask questions if these are unclear.

Ambassadors are not authorized to create their own sales, discounts, or

promotions related to Maxwell Designs.

2.9 It is entirely your responsibility to follow all applicable intellectual property or

other laws that pertain to your site. You must have express permission to use

any person’s copyrighted material, whether it be in writing, an image, or other

Maxwell Designs Ambassador Agreement 2

copyrightable work. We will not be responsible (and you will be solely responsible)

if you use another person’s copyrighted or other intellectual property or other

intellectual property in violation of the law or any third party rights.

2.10 As a Maxwell Designs Ambassador, you will represent Maxwell Designs in a

positive, professional manner at all times. If any questions or issues arise, you will

contact us privately and provide the opportunity to address them.

2.11 You have the right to discontinue as an ambassador at any time. To do so, you will

notify [email protected] in writing and agree to remove Ambassador

images, links, and advertising that imply that you are a current ambassador.

3. Maxwell Designs Rights and Obligations

3.1 We have the right to monitor your sites (including Facebook, Twitter, Instagram,

and other applicable sites) to determine if you are following the terms and

conditions of this Agreement. We may notify you of any changes to your site

that we feel should be made, or to make sure that your links to our webs site are

appropriate and to notify you further of any changes that we feel should be made

related to the Ambassador Program. If you do make the changes to your site that

we feel are necessary, we reserve the right to terminate your participation in the

Maxwell Designs Ambassador Program.

3.2 Maxwell Designs reserves the right to terminate this Agreement and your

participation in the Maxwell Designs Ambassador Program immediately and

without notice should you commit fraud in your use of the Program or should you

abuse this program in any way. If fraud or abuse is detected, Maxwell Designs

shall not be liable to you for any commissions for fraudulent sales.

3.3 Maxwell Designs will represent our Ambassadors and Champions in a positive,

professional manner at all times. If questions or issues arise, we will contact you

privately and provide the opportunity to address them.

3.4 This Agreement will be begin upon our acceptance of your Ambassador

application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with our without cause, by giving

the other party written notice. Written notice can be in the form of mail or email. In addition,

this Agreement will terminate immediately upon any breach of this Agreement by you.

5. Modification

We may modify any terms and conditions in this Agreement at any time at our sole

discretion. In such event, you will be notified by email. Modifications may include, but are

not limited to, changes in payment procedures and Maxwell Design’s Ambassador Program

Maxwell Designs Ambassador Agreement 3

rules. If any modification is unacceptable to you, your only option is to end this Agreement.

Your continued participation in Maxwell Design’s Ambassador program following the posting

of this change notice or new Agreement on our Facebook Page, through email, or an

Ambassador Newsletter will indicate your agreement to the changes.

6. Payment

Maxwell Designs will use your unique tracking and discount code to handle all payment.

This code may not be used by Ambassadors or their immediate family members.

Ambassadors can choose payment from the following options:

1. 10% cash back on sales using your promo code. Cash rewards will be rewarded in

$25 increments using Pay Pal when they reach the minimum amounts.

2. 20% in the form of a Gift Certificate to give as a gift or for use for personal

purchases.

Ambassadors who sell $300 in product during one calendar month using their code

(excluding personal purchases) will receive a $25 Gift Certificate.

You will receive a monthly email updating you on your current cash back balance and gift

certificate codes.

7. Promotion and Restrictions

You are free to promote our own website, but naturally any promotion that mentions

Maxwell Designs could be perceived by the public or the press as a joint effort. You should

know that certain forms of advertising are always prohibited by Maxwell Designs. For

example, advertising commonly referred to as “spamming” is unacceptable to us and could

cause damage to our name. Other generally prohibited forms of advertising include the

use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and

cross posting to multiple newsgroups at once. In addition, you may not advertise in any

way that effectively conceals or misrepresents your identity, your domain name, or your

return email address. You may use newsletters or emails to customers to promote Maxwell

Designs as long as the recipient is already a subscriber of your services or web site, and

recipients have the option to remove themselves from future mailings. Also, you may

post to newsgroups to promote Maxwell Designs as long as the news group specifically

welcomes commercial messages. You must clearly represent yourself and your website

as independent from Maxwell Designs at all times. If it comes to our attention that you are

spamming, we will consider that cause for immediate termination of the Agreement and

your participation in the Maxwell Designs Ambassador Program. Any pending balances

owed to you will not be paid if your account is terminated due to unacceptable advertising or

solicitation.

Maxwell Designs Ambassador Agreement 4

8. Grant of Licenses

8.1 We grant to you non-exclusive, non-transferable, revocable right to (i) access our

site through HTML links solely in accordance with the terms of this Agreement

and (ii) solely in connection with such links, to use our logos, trade names,

trademarks, and similar identifying material (collectively, the “Licensed Materials”)

that we provide to you or authorize for such purposes. You are only entitle to use

the Licensed Materials to the extent that you are a member in good standing of

Maxwell Design’s Ambassador Program. You agree that all uses of the Licensed

Materials will be on behalf of Maxwell Designs and the good will associated

therewith will inure to the sole benefit of Maxwell Designs.

8.2 Each party agrees not to use the other’s proprietary materials in any manner

that is disparaging, misleading, obscene, or that otherwise portrays the party in

a negative light. Each party reserves all of its respective rights in the proprietary

materials covered by this license. Other than the license granted in this

Agreement, each party retains all right, title, and interest to is respective rights and

no right, title, or interest is transferred to the other.

9. Disclaimer

MAXWELL DESIGNS MAKES NO EXPRESS OR IMPLIED REPRESENATATIONS OR

WARRANTIES REGARDING MAXWELL DESIGNS SERVICE AND WEB SITE OR THE

PRODUCTS AND SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES OF

MAXWELL DESIGNS ABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-
INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION,

WE MAKE N NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL

BE UNINTERRRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE

CONSEQUENCES OF INTERUPPTIONS OR ERRORS.

10. Representations and Warranties

You represent and warrant that:

10.1 This Agreement has been duly and validly executed and delivered by you and

constitutes your legal, valid, and binding obligation, enforceable against you in

accordance with its terms;

10.2 You have the full right, power, and authority to enter into and be bound by the

terms and conditions of this Agreement and to perform your obligations under this

Agreement without the approval or consent of any other party;

10.3 You have sufficient right, title, and interest in and to the rights granted in this

Agreement.

Maxwell Designs Ambassador Agreement 5

11. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBEJECT MATTER

OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT

LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT,

INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES

(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL

OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE H AVE BEEN

ADVICSED OF THE POSSIBILITY OF DAMAGES. FURTHER, NOTWITHSTANDING

ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO

EVENT SHALL MAXWELL DESIGNS CUMULATIVE LIABILITY TO YOU ARISING

OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT,

NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE

THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS

AGREEMENT.

12. Indemnification

You hereby agree to indemnify and hold harmless Maxwell Designs and its employees,

contractors, and affiliates against any and all claims, actions, demands, liabilities,

losses, damages, judgments, settlements, costs, and expenses (including reasonable

attorney’s fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as

such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that

our use of the ambassador trademarks infringes on any trademark, trade name, service

mark, copyright, license, intellectual property, or other proprietary right of any third party,

(ii) any misrepresentation of a representation or warranty or breach of a covenant made

by you herein, or (iii) any claim related to your site, including, without limitation, content

therein not attributable to us.

13. Confidentiality

All confidential information, including, but not limited to, any business, technical,

financial, and customer information, disclosed by one party to the other during

negotiation or the effective term of this Agreement which is marked “Confidential,” will

remain the sole property of the disclosing party, and each party will keep in confidence

and not use or disclose such proprietary information of the other party without express

written permission of the disclosing party.

14. Miscellaneous

14.1 You agree that you are an independent contractor, and nothing in this Agreement

will create any partnership, joint venture, agency, franchise, sales representative,

Maxwell Designs Ambassador Agreement 6

or employment relationship between you and Maxwell Designs. You will have

no authority to make or accept any offers or representations on our behalf. You

will not make any statement, whether on Your Site or any of other of Your Site or

otherwise, that reasonably would contradict anything in this section.

14.2 Neither party may assign its rights or obligations under this Agreement to any third

party.

14.3 You may not amend or waive any provision of this Agreement unless in writing and

signed by both parties.

14.4 This Agreement represents the entire agreement between us and you, and shall

supersede all prior agreements and communications of the parties, oral or written.

14.5 The headings and titles in this Agreement are included for convenience only, and

shall not limit or otherwise affect the terms of this Agreement.

14.6 If any provision of this Agreement is held to be invalid or unenforceable, that

provision shall be eliminated or limited to the minimum extent necessary such that

the intent of the parties is effectuated, and the remainder of this agreement shall

have full force and effect.