1.1 Any terms used in a Collaboration Agreement (“EIO”) shall carry the same meaning as defined here unless stated otherwise.
2.1 License
For the sole purpose of delivering the agreed promotional services, BBF grants the Partner a limited, nonexclusive, non-transferable, global, royalty-free license to use its approved promotional materials (“Creative”) for the duration of the agreement.
2.2 Promotional Methods
Partner agrees to promote BBF using only approved methods. Unless expressly authorized, Partner is not permitted to:
(a) use misleading tactics or collect leads through non-end-user methods (e.g., phonebooks, purchased lists);
(b) use bots, automated traffic, or deceptive click-generation techniques;
(c) promote via fraudulent, incentivized, or non-genuine actions.
If any incentives are to be used to drive conversions (e.g., giveaways, discounts, referral bonuses), the Partner must obtain prior approval from BBF.
2.3 Misuse of Creative
Should BBF find any misuse or misrepresentation of its brand or Creative, the Partner is required to take immediate corrective action.
2.4 Intellectual Property
All intellectual property owned by BBF before or during the partnership remains the sole property of BBF. Partners may not claim ownership or use BBF trademarks, logos, or proprietary material beyond the term or scope of the collaboration.
2.5 Confidentiality
All pricing, strategic information, customer data, or internal practices are confidential. Partners may not share or replicate BBF’s content, processes, or private information. Legal exceptions apply (e.g., court orders), but the Partner must notify BBF in such cases.
3.1 Tracking and Payouts
All actions (referrals, clicks, sales) will be tracked using BBF’s affiliate platform. Payouts will be processed based on performance, as outlined in the specific agreement. If tracking becomes unavailable due to Partner or platform errors, compensation will be evaluated fairly.
3.2 Chargebacks
BBF reserves the right to reverse payouts (Chargebacks) in cases of:
(a) incomplete actions;
(b) cancellations or returns;
(c) fraudulent transactions;
(d) actions outside serviceable territories;
(e) unfulfilled orders due to limitations in delivery or eligibility.
4.1 Warranties
Both parties represent that they:
The Partner agrees to perform their promotional duties professionally and ethically.
4.2 Indemnification
Each party agrees to protect the other from legal claims or damages arising from breach of contract, copyright violations, or misrepresentation. Any legal defense must involve prompt communication, support, and transparency.
4.3 Limitations of Liability
Neither party is liable for indirect or consequential damages (loss of income, reputation, data, etc.). Any direct liabilities are limited to the actual payout amounts earned under the agreement.
5.1 Waiver
Delays or missed enforcement of any clause do not waive future rights.
5.2 Assignment
Either party may assign or subcontract responsibilities with notice. BBF retains the right to terminate if such assignment harms the brand.
5.3 Audit Rights
Both parties agree to maintain accurate records for at least one year and make them available upon written request.
5.4 Notices
All communication should be in writing. For termination, messages should be delivered through official BBF platforms or written correspondence.
5.5 Governing Law
This Agreement is governed by the laws of the State of Texas unless otherwise specified. Legal disputes must be filed in an appropriate venue. The prevailing party is entitled to recover reasonable legal fees and costs.