BRAND PARTNER TERMS AND CONDITIONS

Last updated: March 19, 2025

  1. 1. Applicability.

    These Brand Partner Terms and Conditions (“Terms”) govern the submission of goods (“Products”) for sale through one or more ecommerce sites and mobile applications (each, a “Creator Site”) that are operated as part of Wayward LLC’s (“Wayward”) Creator Affiliate Program (“Creator Affiliate Program”). Your Products will be promoted by one or more third-party brand advocates on each Creator Site (the “Creators”). These terms apply to any entity or individual that submits goods for sale on a Creator Site (referred to in these Terms as “Brand Partner” or “you”). By registering as a Brand Partner with Wayward or submitting any Products to or for sale through a Creator Site, you agree to be bound by these Terms. For clarity, Creators’ participation in the Creator Affiliate Program will be subject to separate terms and conditions between Wayward and such Creators.

    These Terms include, and incorporate by reference, any terms and requirements set forth in Wayward’s Privacy Policy found at https://www.wayward.com/privacy- policy.

  2. 2. Product Policies.

    • General Product Guidelines. You agree to not list or sell any products that violate these Terms.

      By listing a Product for sale through the Creator Affiliate Program, you represent and warrant that you have the legal right to sell such Product (which includes being an authorized retailer of the Product, purchasing it from an authorized reseller, or having otherwise legally acquired the right to sell that Product), and that the Product may be legally purchased in any United States jurisdiction without age restriction, licensure, or other prerequisite.

      Wayward, in its sole discretion, may remove (but is not affirmatively obligated to remove) any Product listings or Product Information (as defined in Section 2(d) of these Terms), or prohibit you or ask you to refrain from providing any Product Information. In addition, Wayward may remove Product listings in its sole discretion in response to notices of alleged copyright infringement, trademark misappropriation, or other Intellectual Property Rights or other claims.

      Creators who wish to participate in the Creator Affiliate Program will transact with Wayward through the Wayward Creator Portal at wayward.com/creators. You authorize Wayward and Creators to create and manage content relating to your Products on the Creator Sites (“Creator Content”).

      “Creator Sites” may include websites, marketplaces, blogs, e-mail, social media channels, or any other medium owned and controlled by third parties (the “3rd Party Creator Sites”). Creator’s will promote Products through 3rd Party Creator Sites using graphic and textual attribution links to one or more of Brand Partner’s Products listed on Amazon.com and other online marketplaces (the “Qualifying Links”). The Qualifying Links may be used by any of the Creators who participate in the Creator Affiliate Program and accept the Commission. Creators may choose to promote Products through the Wayward Creator Portal at wayward.com/creator that are part of the Amazon Associates program (“Amazon Associates”) and, if so, the Creators will promote Qualifying Links generated by Amazon Associates. For all other Products, Creators will only promote Qualifying Links generated by Wayward and such Qualifying Links will serve to identify Brand Partner and each Creator as part of the Creator Affiliate Program. Creators will promote your Products by displaying the Qualifying Links. You authorize each Creator to display the Qualifying Links as often and as in as many 3rd Party Creator Sites as such Creator determines along with such content that each Creator may create relating to your Products. You will grant Wayward access to your Amazon Ads API and Amazon Advertising Account for Wayward to track and optimize Creator Affiliate Program campaigns, total Product sales, sales performance, and other data related to the Creator Affiliate Program, and for Wayward to generate the Qualifying Links (except when Creator’s promote through Amazon Associates).

      By listing a Product for sale, you represent and warrant that you are able to fulfill an order for such Product through a Creator Site.

    • No Infringing Products. You must ensure that all Products you sell through the Creator Affiliate Program are authentic and authorized for sale. You will maintain appropriate processes and procedures and conduct reasonable due diligence to confirm the authenticity of the Products and will not list or sell any counterfeit, illegal, stolen, or fraudulent Products. You will also ensure that any information you provide regarding a Product is accurate, up-to-date, and not misleading or deceptive in any way.

      You represent and warrant that you will not list any Product for sale, or provide any Product Information (as defined in Section 2(d))) for use, in the Creator Affiliate Program that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property or proprietary right (collectively “Intellectual Property Rights”). All information you provide about the Product will be accurate, current, and complete and not misleading, deceptive or, or fraudulent.

    • Reporting and Audit Rights. You must keep accurate records related to your Creator Affiliate Program transactions, Products, and compliance with these Terms and applicable Law. If requested by Wayward, you will provide any and all reports, information, or other documentation related to your compliance with these Terms and applicable Law (as defined in Section 9) within a reasonable period of time (not to exceed 30 days). If Wayward requests copies of reports filed with regulatory agencies, you will provide them within 7 days of the request. In addition, Wayward may conduct audits and investigations as reasonably required to confirm your compliance with these Terms and applicable Law. Wayward will provide you with at least 5 days' written notice. Wayward will bear the cost of these audits.

    • Product Information. To sell a Product through the Creator Affiliate Program, you must provide certain product information for use on Creator Sites (together with any related media, materials, links, images, and other content, the "Product Information"). You represent and warrant that all Product Information you provide, link to, or furnish through any other means is truthful and accurate and complies with these Terms and any other terms and conditions between you and Wayward. You agree not to use Product Information to redirect end users of the Creator Affiliate Program to any other sales channels.

      You must also provide each Creator Site and Wayward with all warnings or disclaimers required to be posted with respect to the Products. If the Product fits into a category that is subject to specific product guidelines, you may need to provide additional Product Information or documentation or certifications for those types of Products. Additionally, if applicable, the Product Information you provide to each Creator Site and Wayward for the Creator Affiliate Program must be of at least the same level of quality as the highest quality information displayed or used on your website (the "Brand Partner's Site") or any other online sales channel for the Products. The information must provide users of the Creator Affiliate Program with at least as much product information, images, and other content as the information provided on the Brand Partner's Site or such other online sales channel for 5 the Products. By providing any Product Information or other content to a Creator Site or Wayward, you represent and warrant that you own or have a valid license to provide that Product Information or content for use on a Creator Site.

      You acknowledge and agree that Wayward assumes no responsibility or liability for any Product Information (including, but not limited to, no responsibility for reviewing or policing such Product Information or any third party’s use of such Product Information), and you are solely responsible for the use of your use of the Product Information. In addition, you agree to ensure that your Brand Partner Marks and Product Information comply with all applicable Laws.

    • License to Wayward. By participating in the Creator Affiliate Program, you hereby grant Wayward and its affiliates, service providers, and promotional partners (including without limitation, each Creator Site and Creators associated with such Creator Sites), a non-exclusive, royalty-free, perpetual, sublicensable, irrevocable right and license: (i) to use, publish, reproduce, display, distribute, transmit and otherwise exploit your name, trademarks, service marks, and logos (“Brand Partner Marks”); and (ii) to use, publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise commercially exploit all Product Information, in each case of (i) and (ii) in connection with the Creator Affiliate Program (including without limitation advertising, marketing, and promoting the Products, other products, or the Creator Affiliate Program, on Creator Sites, third party websites, e-mail, social media or any other medium). Wayward and its affiliates may permit third party purchasers (“Customers”), 3rd Party Creator Sites, other users of the Creator Affiliate Program, and other third parties to share and post Product Information on their websites, applications, and social media outlets.

  3. 3. Order Processing, Agency Appointment, Fulfillment, and Shipping.

    • Order Process. All transactions with Customers are between you and the Customer, and you will be the seller of record. Customers will place Orders (each, an “Order”) using the checkout system provided on a Creator Site and Wayward will collect all proceeds from such transactions on your behalf, provided, however, if Customers place Orders on a 3rd Party Creator Site, the 3rd Party Creator Site will collect all proceeds from such transaction on your behalf. If applicable, Wayward will electronically transmit to you the Order information that Wayward determines is necessary to fulfill each Order (the “Transaction Information”).

    • Agency Appointment. By agreeing to these Terms, you confirm that you are the controlled person or authorized signatory for the Brand Partner you represent. You authorize Wayward and any 3rd Party Creator Site, as applicable, to act on your behalf for facilitating and processing payments in connection with any Order, including accepting and holding funds for remittance to you for the Products. For clarity, when a Customer remits payment to Wayward or a 3rd Party Creator Site in connection with an Order, it shall be construed as if the Customer is paying you, and you agree that such payment will satisfy the Customer’s obligation to you for the Order. We will remit funds to you in accordance with these Terms, less any amounts that you, by agreeing to these terms, have authorized us to remit to others, including Creators.

    • Order Fulfillment. You agree to promptly fulfill each Order. You acknowledge and agree that you are solely responsible for all aspects of order fulfillment, including but not limited to packaging, shipping, and customer service. In the event that you are unable to fulfill the entire quantity of an Order, you agree to cancel only the line items you are unable to fulfill, fulfill the remainder of the Order, and promptly notify the Customer of such cancellation. If the Order consists of only one PO line that you cannot fulfill the entire quantity for, you agree to cancel the entire Order and immediately notify us. You will bear all liability for the fulfillment of the Order and any issues that may arise from it.

      You are responsible for properly specifying shipping options for all Products through the Creator Affiliate Program in advance. You will provide the Creator Site with accurate information regarding any shipping, handling, and any other charges for each Product sold through the Creator Affiliate Program, separate from the purchase price for the Product. You will not enable shipping in the Creator Affiliate Program for any Product in any region where the sale of such Product violates these Terms or applicable Law.

      You will be responsible for shipping all Products purchased by Customers. You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. You agree to use appropriate packaging for Products to ensure their safe delivery of all Products to Customers. Any duplicate or inaccurate shipments by you must be resolved at your own expense.

      If you do not fulfill an Order within 14 days from the date of the Order, Wayward may, in its sole discretion, cancel the Order. In such cases, you will be solely liable and responsible for all Product costs and shipping costs associated with the cancelled Order. You will also forfeit any claims for payments otherwise payable under these Terms related to such cancelled Orders.

    • Risk of Loss. You acknowledge and agree that you will bear all risk of fraud or loss associated with any Order. For any credit card chargebacks, Wayward may offset such chargeback amounts against amounts otherwise owed to you, or send you an invoice and you will pay such invoice within 30 days of receipt. You are responsible for taking all necessary precautions to prevent fraudulent transactions and for any costs or losses associated with such transactions.

  4. 4. Payment

  5. 5. Customer Service, Returns and Refunds.

    • Customer Service Obligations. You will be responsible for all aspects of customer service related to the sale of your Products, except for payment- related issues as outlined in these Terms. When providing customer service, you agree to always represent yourself as a separate entity from Wayward and to refrain from making any disparaging remarks about Wayward, its affiliates, products or services. If you choose to monitor or record customer service calls, you must provide notice of such monitoring or recording to all customers prior to the start of each call, in compliance with applicable laws. Notwithstanding anything to the contrary in these Terms, (i) prior to Wayward’s remittance of payment to you in accordance with these Terms, Wayward may, in its sole discretion and without limiting your obligations under this section, cancel any Order and refund the Order payment to the Customer and (ii) Wayward reserves the right in its discretion to remove you or your Products from Creator Sites at any time.

    • Price Errors. In the event that you or a contributor to any Creator Site include a mistake or error in connection with a Product sold on the Creator Affiliate Program, upon receipt of an Order, at Wayward’s discretion, you may be required to honor such mistake or error and provide the Product to the Customer.

    • Returns and Warranty Claims. Without limiting Wayward’s rights under these Terms, you are solely responsible for processing all Customer cancellations, returns, refunds and price adjustments. You will stop or cancel any Order if requested by Wayward; provided that, if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper.

      You must provide Wayward with a proper and valid return address for customers to return products. If your products are returned to Wayward or a third party, Wayward will have sole discretion to handle the disposition of your products, and you will be responsible for any costs incurred by Wayward or third parties in this regard.

      Your return, refund, and warranty policies for Products sold through the Creator Affiliate Program will be no less favorable to Customers than your most favorable policies offered on the Brand Partner’s Site for such Products.

      You will also be solely responsible for receiving, processing, and resolving all Customer warranty claims in accordance with your Product warranty terms.

    • Refunds. You will be responsible for all cash and non-cash refunds (e.g., store credit, gift cards and exchanges). If Brand Partner determines a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card, or other form of original payment), Brand Partner will notify Wayward, include other related information requested by Wayward, and upon Brand Partner’s request, Wayward (or the 3rd Party Creator Site, as applicable) will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card), if possible. Brand Partner will be responsible for reimbursing Wayward (or the 3rd Party Creator Site, as applicable) for any cash refunds or adjustments Wayward (or the 3rd Party Creator Site, as applicable) makes to a Customer and Wayward, in its sole discretion, will obtain reimbursement from Brand Partner either (i) via offset of any amounts payable by Wayward to Brand Partner or (ii) by billing Brand Partner for such amounts.

    • Recalls. Brand Partner is solely responsible for any non-conformity, defect, or safety issue related to their Products sold through the Creator Affiliate Program. In the event of a recall or safety alert of a Product, Brand Partner must promptly notify Wayward within 24 hours and provide all relevant information requested by Wayward regarding the recall. Brand Partner must also immediately remove the recalled Product from the Creator Affiliate Program by unpublishing or retiring the Product. Wayward will have no responsibility or liability for any recalls of Products sold through the Creator Affiliate Program. However, Wayward reserves the right to take any necessary action to protect its interests, including the right to suspend or terminate Brand Partner's participation in the Creator Affiliate Program.

  6. 6. Ownership and Use Rights.

    • Ownership of Creator Affiliate Program. Wayward, its affiliates, and their service providers and licensors, retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the Creator Affiliate Program and (ii) any of their Confidential Information (as defined in Section 15(b)). Except for a limited right for you to access the Creator Affiliate Program made available to you in accordance with and subject to all the terms and conditions of these Terms, Wayward, its affiliates, and their service providers and licensors, and Creators, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with these Terms. Upon our prior written consent, you can use and display Creator Content on your Brand Partner’s Site, so long as you reference that such content resulted from Wayward and Creators. You agree to immediately remove any Creator Content upon our written request.

    • Ownership and Use of Transaction Information. Wayward owns (and you hereby assign to Wayward) all Transaction Information and all other information relating to Orders or Products through Creator Sites, including but not limited to information that is created as a result of a transaction and ratings and reviews provided by Customers. You agree to cooperate fully with Wayward in connection with confirming Wayward’s ownership of such Transaction Information. You may only use Transaction Information to fulfill Orders. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under these Terms); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a Creator Affiliate Program user; (v) use any information about Creator Affiliate Program Customers gained through the Creator Affiliate Program to directly solicit such Creator Affiliate Program Customers through any other sales channels; or (vi) use any Transaction Information for any other purpose except as expressly permitted under these Terms. The foregoing does not prevent you from using information you gathered independently of the Creator Affiliate Program, provided that you do not target communications on the basis of the intended recipient being a Creator Affiliate Program user.

    • Ratings and Reviews. Wayward may use mechanisms to rate or review your Products or your performance as a seller, or allow Customers to do so, and may make these ratings publicly available. You acknowledge and agree that Wayward has no liability for the content or accuracy of any ratings or reviews, and has no obligation to review or moderate such ratings or reviews. You will not have any ownership interest or license to use any ratings or reviews posted on the Creator Affiliate Program.

    • Suggestions and Feedback. If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to Wayward or its affiliates regarding the Creator Affiliate Program or any related subject matter, you grant Wayward a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, license, transfer, and otherwise distribute and exploit such feedback or materials in any manner

  7. 7. Wayward’s Role

    Wayward, through the Creator Affiliate Program, acts as your agent in facilitating transactions between you and Customers. Wayward provides tools and services to enable you to sell your Products to Customers, including payment processing services and management of 3rd Party Creator Sites. Wayward does not independently transmit money, but may act as an intermediary between you and the Customer in processing payments, and any funds received are held in trust for your benefit. All transactions with Customers are between you and the Customer, and you will be the merchant of record in connection with such transactions. You acknowledge and agree that Wayward may contract with third party service providers to provide management software and other services for the Creator Affiliate Program, and may sublicense its rights to such providers in accordance with these Terms.

  8. 8. Insurance

    You are solely responsible for ensuring that you have adequate insurance coverage to protect against claims for damage or injury arising from your operations or Products sold through the Creator Affiliate Program. At our request, you will provide to us certificates of insurance, complete insurance policies, and any other related documents evidencing the required insurance coverage.

  9. 9. Compliance with Laws.

    You will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, legal requirements, and generally accepted industry standards and self-regulatory principles), including but not limited to Laws related to marketing, packaging, consumer and product safety, product testing, labeling, pricing, and privacy in connection with these Terms; your use of the Creator Affiliate Program and your marketing, promotion, offering for sale, or selling any Products through the Creator Affiliate Program. This includes, without limitation, compliance with the Federal Trade Commission Act, the CAN-SPAM Act, the Consumer Product Safety Act, the Magnuson-Moss Warranty Act, the Fair Packaging and Labeling Act, the Federal Food, Drug, and Cosmetic Act, the Federal Trade Commission's Mail or Telephone Order Merchandise Rule, and any state and local laws and regulations related to the marketing, sale, and delivery of products online.

    Upon Wayward’s request, you will promptly provide Wayward with (i) certificates of authenticity (or similar documentation) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the Creator Affiliate Program, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to use any Product Information (as defined below), and (iv) any other information or documentation requested by Wayward. You will only offer Products for sale on the Creator Affiliate Program that may legally be sold and shipped in all U.S. states without licensure, age verification, or other action by Wayward or the Creator Site.

  10. 10. Indemnification.

    • Indemnity. You will protect, defend (at Wayward’s option), indemnify and hold Wayward, its affiliates (and their respective officers, employees, shareholders, directors, agents and representatives), and Creators harmless from and against any and all liabilities, costs, losses, damages, judgments, fines, penalties, interest, and expenses (including reasonable attorneys' fees and disbursements of counsel, court costs, and costs of any investigation, defense, and settlement) arising out of any actual or alleged action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation (collectively, “Claims”) (regardless of whether such matters are groundless, fraudulent or false) that arise out of or relate to: (i) any actual or alleged breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, or obligations set forth in these Terms; (ii) any actual or alleged violation of any applicable law, regulation, or self- regulatory principles related to marketing, packaging, consumer and product safety, product testing, labeling, and pricing in connection with these Terms, including those applicable to selling products online; (iii) the Brand Partner’s Site or other sales channels, the Products, any Product Information, the advertisement, offer, sale or return of any Products, and Creator Commissions; (iv) any actual or alleged violation, misappropriation or infringement of any Intellectual Property Rights by you, the Products, or any Product Information; (v) any taxes assessed, incurred, or owed in connection with, or arising out of, any transaction undertaken on the Creator Affiliate Program, or the collection, payment or failure to collect or pay such taxes; or (vi) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever, suffered, resulting or alleged to result in whole or in part from your use of the Creator Affiliate Program, the Brand Partner’s Site, the Products, or any Product Information.

    • Indemnification Procedure. You must promptly notify Wayward in writing of any Claim or other matter that is or may be covered by this indemnity, and take all necessary and appropriate actions to protect the interests of Wayward and its affiliates, officers, employees, shareholders, directors, agents, and representatives. If you intend to engage legal counsel to defend Wayward's interest in such matter, you must promptly notify Wayward in writing of your proposed legal counsel. If Wayward determines that such legal counsel has not represented, defended, or protected its interests, or if Wayward reasonably believes your legal counsel is unwilling or unable to do so, Wayward may replace the counsel with other counsel of its own choosing. In such an event, any fees and expenses of Wayward's new counsel, together with all expenses or costs incurred because of the change of counsel, shall be paid or reimbursed by you as part of your indemnification obligations under these Terms. You must also provide, at your sole cost and expense, all cooperation, documentation, and information reasonably requested by Wayward in connection with any Claim. Wayward shall have the right to direct the defense of any lawsuit, claim, demand, or liability asserted against it, and its affiliates, officers, employees, shareholders, directors, agents, and representatives, and to accept or reject any offer to compromise or settle any such matter. You must not settle or resolve any portion of any such Claim or lawsuit without Wayward's prior written approval.

  11. 11. Limitation of Liability.

    • No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WAYWARD OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (I) LOST PROFITS, LOSS OF USE, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF OR INACCURATE DATA, OR INTERRUPTION OF BUSINESS, OR (II) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (III) FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES APPLIES EVEN IF WAYWARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE LIABILITY MAY BE BASED.

    • Monetary Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WAYWARD’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES, JUDGMENTS, FINES, PENALTIES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANY REASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED ONE HUNDRED DOLLARS (US$100.00). THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES.

    • Survival of Limitations

      . THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  12. 12. No Warranties.

    THE CREATOR AFFILIATE PROGRAM IS PROVIDED ON AN "AS IS" BASIS. NEITHER WAYWARD NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT; (B) THAT THE CREATOR AFFILIATE PROGRAM WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WAYWARD AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES. CREATORS ARE NOT PARTNERS, REPRESENTATIVES, AGENTS OR EMPLOYEES OF WAYWARD. WAYWARD IS NOT RESPONSIBLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, CONDITIONS, BREACHES OR NEGLIGENCE OF ANY OTHER ENTITY (INCLUDING CREATORS) AND SHALL HAVE NO LIABILITY FOR THE PRECEDING.

  13. 13. Taxes

    • Withholding Taxes. If Wayward determines that a Law or taxing authority requires Wayward to withhold taxes (including any taxes that should have been withheld from previous payments under these Terms but were not), Wayward will deduct and withhold taxes as required by applicable Law. You hereby irrevocably consent to such deductions and withholdings.

    • Documentation. You agree to provide Wayward with any required withholding certificates or other documentation, such as IRS Forms W-9 or W-8 (e.g., Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY, etc.), before any payment is made to you under these Terms. You also agree to timely file all required returns, report any income, and pay any applicable taxes resulting from the payments you receive under these Terms. Upon request, you agree to provide evidence to Wayward, such as IRS Form 4669 (or a similar form requested by Wayward), that such income was reported. Wayward agrees to provide you with any necessary forms, such as IRS Forms 1099-K, to evidence the amounts paid to you under these Terms and any taxes withheld, as required by applicable Law.

  14. 14. Confidentiality

    During the term of these Terms, each party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) information about its business affairs, products, confidential intellectual property, trade secrets, third- party confidential information, and other sensitive or proprietary information, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). For the avoidance of doubt, the Creator Affiliate Program, information or communication regarding your compliance with these Terms, and all pricing and fees are the Confidential Information of Wayward. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; (c) rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) independently developed by the Receiving Party. The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees and service providers who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Receiving Party making the disclosure pursuant to the order shall first have given written notice to the Disclosing Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Receiving Party's rights under this Agreement, including to make required court filings. At any time, upon Disclosing Party’s request, Receiving Party will return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof.

    The confidentiality obligations hereunder shall continue for 3 years from the expiration or termination of these Terms. However, you shall keep any trade secrets of Wayward confidential as long as such information is deemed a trade secret by Wayward.

  15. 15. Termination

    These Terms will continue in effect unless terminated in accordance with these Terms. Either party may terminate these Terms in the event the other party materially breaches the terms of these Terms and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, (i) Wayward may terminate these Terms for any reason and without cause upon written notice to you, and (ii) you may terminate these Terms for any reason and without cause on thirty (30) days’ notice to Wayward. Except for Section 2(a), the Terms will survive any termination.

  16. 16. Miscellaneous

    Wayward’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Wayward may assign any or all rights and obligations to third parties at any time. Wayward, its affiliates, and Creators will not be responsible or liable for any loss, damage, delay, or failure to act resulting from any cause beyond Wayward, its affiliates, or Creators’ reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment, or agency relationship created between you and Wayward, any affiliate of Wayward, or Creators as a result of these Terms. These Terms shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to any principles of conflicts of law. Any action arising out of or relating to these Terms shall be filed in state or federal courts sitting in King County, Washington, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action.

  17. 17. Amendments and Modifications

    Notwithstanding anything else in these Terms, from time to time, Wayward may amend or modify these Terms at its discretion. Wayward will use commercially reasonable efforts to notify you of the modifications and the effective date of such modifications by posting the amended Terms or through communications via your account, email, or other means. You may be required to click to accept or otherwise agree to the amended Terms in order to continue accessing or using the Creator Affiliate Program, and in any event continued access or use of the Creator Affiliate Program after the amended version of these Terms goes into effect will constitute your acceptance of such amended version.