Legal
“Revenue Share” means a percentage (%) of Net Revenue paid to us by an Attributed End User or Partner for Attributed Ad Spend. The percentage % amount of Revenue Share is specified in this agreement. Revenue Share percentage depends on a number of factors, including your Revenue Share Tier.
“Net Revenue” means the fees that are actually paid to us by an End User Account or by a Partner. Net Revenue shall be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Vibe.
“Attributed Ad Spend” means any Net Revenue attributable to the Partner.
“End User Account” an authorized actual user of the Vibe Platform or the party on whose behalf they use the Vibe Platform.
“Attributed End User Account” means an End User Account whose current use of the Vibe platform can be attributed to the Partner. An attributed End User Account can only be attributed to one Partner.
"Continued Advisory" refers to the ongoing provision of advice, guidance, or support by the Partner to an End User Account in relation to the use, implementation, or optimization of Vibe's platform and services. Continued advisory may include, but is not limited to, regular communication, performance analysis, strategy development, and assisting with the execution of advertising campaigns on Vibe's platform.
"Effective Date" means the date on which this Agreement is executed by both parties, as indicated on the signature page of this Agreement.
The purpose of this Agreement is to set forth the terms and conditions under which Partner may participate in the Vibe Partner Program (the "Program") to promote Vibe's platform and services and to receive certain benefits, including revenue share rewards, as described herein.
By participating in the Program, Partner agrees to promote Vibe's platform and services to its clients (Partner’s Attributed End Users), and Vibe agrees to provide Partner with dedicated support, training, and revenue share rewards based on the ad budget Partner's clients (Partner’s Attributed End Users) spend on the Vibe platform.
End User attribution, subsequently used for Attributed Ad Spend and Revenue Share computation is defined as follows:
If an End User Account is already attributed to another Partner, the Partner claiming the attribution will need to prove the current continued advisory of the End User Account.
If Vibe disagrees with the Partner’s request of attribution of an End User Account, the Partner will need to prove the continued advisory of the End User Account.
Platinum: 12.5% (Over $50k/month spent on Vibe)
The Partner's Revenue Share Tier will be evaluated and updated on a monthly basis, based on the Partner's Attributed Ad Spend during the previous month. The Partner's Revenue Share Tier will be applied to the previous month’s Partner's Attributed Ad Spend.
The revenue share for one or multiple attributed end users may be changed upon mutual agreement between both parties. Any such adjustment to the revenue share shall be documented in writing through email, specifying the end users affected and the new revenue share percentage to be applied.
Vibe may, at its sole discretion, occasionally provide different or additional incentives to Partner beyond the cash back rewards described in this Agreement. Such incentives may include, but are not limited to, bonus cash back rewards, promotional offers, or other special incentives designed to enhance the Program. The provision of such incentives shall be at Vibe's sole discretion, and Partner's eligibility for and the terms of any such incentives shall be determined by Vibe on a case-by-case basis. Vibe reserves the right to modify, withdraw, or discontinue any such incentives at any time, without notice.
Vibe will pay Partner the revenue share rewards on a monthly basis within 60 days following the end of each calendar month, based on the ad spend of Partner's clients on the Vibe platform paid by the Partner or the Partner’s clients the preceding month. Revenue Share shall not be retroactive and will only apply to Attributed Ad Spend incurred after the effective date of the agreed-upon adjustment. Payments will be made via wire transfer to the bank account designated by the Partner, with any associated wire transfer fees to be borne by the Partner. Partner shall provide Vibe with accurate and up-to-date bank account information to facilitate the wire transfer payments.
The relationship between Vibe and Partner under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, or agency relationship between Vibe and Partner. Partner is not an employee, agent, or representative of Vibe, and neither party has the authority to bind the other in any respect. This Agreement is not an employment contract and should not be interpreted as such.
Both parties agree that they may publicly mention their collaboration and participation in the Program for marketing and promotional purposes. Each party grants the other party a non-exclusive, non-transferable, royalty-free license to use its name, logo, and trademarks in marketing materials, on their respective websites, and in other promotional activities, without the need for written approval from the other party. Each party shall comply with the other party's brand guidelines, as provided from time to time, and shall cease using the other party's name, logo, and trademarks upon termination of this Agreement or upon written request from the other party.
Both parties agree to maintain the confidentiality of any non-public information that is disclosed by either party in connection with this Agreement.
This Agreement is non-exclusive, meaning that both Vibe and Partner are free to enter into similar arrangements with other parties. Vibe is not restricted in any way from marketing, promoting, or selling its platform and services to any third parties, nor is Partner restricted from promoting or endorsing other platforms, products, or services similar to those provided by Vibe. Nothing in this Agreement shall be construed to grant either party any exclusive rights, licenses, or privileges with respect to the other party's business, platform, or services.
Vibe will not directly solicit the Partner’s Attributed End User Accounts. The Partner agrees not to directly solicit Vibe’s clients.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable.
Nothing in this Agreement shall be construed as granting, either expressly or by implication, any right, title, or interest in or to Vibe's intellectual property, including, but not limited to, patents, copyrights, trademarks, trade secrets, or other proprietary rights. Partner acknowledges and agrees that it shall not acquire any ownership rights or interests in Vibe's intellectual property by virtue of this Agreement or its participation in the Program. All rights in and to Vibe's intellectual property shall remain the exclusive property of Vibe.
During the term of this Agreement and for a period of one (1) year after its termination or expiration, neither party shall, directly or indirectly, solicit, induce, or attempt to induce any employee, consultant, or contractor of the other party to terminate their employment or contractual relationship with the other party or to enter into an employment or contractual relationship with the soliciting party or any other person or entity. This non-solicitation obligation shall not apply to general solicitations that are not specifically directed at the other party's employees, consultants, or contractors, such as public job postings or advertisements.
Except for breaches of confidentiality obligations or infringement of a party's intellectual property rights, neither party shall be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement or the Program, including, but not limited to, lost profits, lost revenues, lost business opportunities, or loss of goodwill, even if the party has been advised of the possibility of such damages.
In no event shall Vibe's total aggregate liability under or in connection with this Agreement or the Program exceed the total amount of cash back rewards paid or payable to Partner during the six (6) months immediately preceding the event giving rise to the liability. The limitations of liability set forth in this Section shall apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and shall survive the termination or expiration of this Agreement.
Vibe reserves the right to amend or update the terms of this Agreement at any time, in its sole discretion. Vibe will notify Partner of any material changes or updates to the Agreement by email. The amended or updated terms will come into effect on the day following the date of the email notification, unless a different effective date is specified in the email. If Partner does not agree to the amended or updated terms, it may terminate this Agreement by providing written notice to Vibe before the effective date of the changes. Partner's continued participation in the Program after the effective date of the changes shall constitute its acceptance of the amended or updated terms.
This Agreement will commence on the Effective Date and continue until terminated by either party upon 30 days' written notice to the other party. Upon termination, any unpaid revenue share rewards earned by Partner will be paid within 60 days of the termination date.
In the event of a disagreement between the parties regarding the revenue share amounts owed under this Agreement, the Partner may, at its own expense, request an audit of the relevant records maintained by Vibe. The audit must be conducted by an independent third-party auditor, mutually agreed upon by both parties, and the auditor must abide by reasonable confidentiality obligations.
The audit shall be limited to the relevant records and information directly related to the disputed revenue share amounts and shall be conducted during Vibe's normal business hours upon reasonable prior written notice. The parties agree to cooperate in good faith to resolve any discrepancies identified during the audit. If the audit reveals an underpayment of revenue share rewards owed to the Partner, Vibe shall promptly pay the underpaid amount, and if the underpayment exceeds 5% of the total revenue share rewards owed for the audited period, Vibe shall also reimburse the Partner for the reasonable cost of the audit.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law provisions.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating to the subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date