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1. Scope of Services

1.1 Quality of Services: The Affiliate shall perform the services in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.

1.2 Reporting and Documentation: The Affiliate shall provide The Company with any reports, data, or documentation reasonably requested by The Company to verify the Affiliate's compliance with this Agreement.

1.3 Compliance with Laws: The Affiliate shall comply with all applicable federal, state, and local laws, including but not limited to intellectual property laws, data protection laws, and anti-spam laws.

1.4 Exclusivity: The Affiliate agrees not to directly promote or be a Paid Affiliate with competing video conferencing services, as outlined in Section 6.

1.5 Limitation of Scope: The Affiliate is not authorized to make any representations, warranties, or commitments on behalf of The Company unless expressly authorized in writing by The Company.

2. Compensation

2.1 Payment Structure: Payments will be made based on the number of subscribers generated through the Affiliate's efforts as follows:

a. Direct Subscribers 10%

b. Second Tier Subscribers 10%

c. Third Tier or Greater 0%

2.2 Payment Frequency and Terms: Payments will be made on a monthly basis, with a payment term of 60 days from the end of each calendar month in which the Affiliate has earned compensation.

2.3 Payout Threshold Accumulation: Affiliates are required to amass a minimum of $100 USD in earned compensation to qualify for a payout. This accumulation is continuous and rolls over through payment cycles, ensuring that any earned compensation under $100 is not deducted but carried forward until the $100 threshold is reached.

2.4 Payment Method: All payments will be made via direct deposit, and all earning statements will be delivered electronically.

2.5 Paper Check and Statement Fees: In the event that a paper check is required, a $15 fee will be deducted from the Affiliate's compensation for mailing and handling. If a paper earnings statement is requested, a $25 fee for shipping and handling must be paid in advance by the Affiliate.

2.6 Payout Calculation and Report Provision

a. Payout Calculation: The Company shall determine affiliate payout amounts using SQL (Structured Query Language) queries. SQL queries are standardized commands used to retrieve and manage data in a database, ensuring accurate and efficient calculation of payouts.

b. Report Requests: Affiliates may request detailed reports of their payout calculations for a fee of $25. In the event an affiliate demonstrates inaccuracies within a report, the fee will be fully refunded and the next payout with be adjusted to correct any inaccuracies.

3. Intellectual Property

3.1 Ownership of Affiliate-Generated Content: All recorded content, digital assets, and any other intellectual property generated by the Affiliate in connection with miingl events ("Affiliate-Generated Content") shall remain the property of the Affiliate.

3.2 License to Use Affiliate-Generated Content: Notwithstanding Section 3.1, the Affiliate grants The Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, publicly display and perform, modify, and create derivative works from the Affiliate-Generated Content. This license is granted for the sole purpose of promoting The Company's platform and services, subject to the following conditions:

a. Usage Limitations: The Company agrees to use the Affiliate-Generated Content in a manner that is respectful and professional. The Company is expressly prohibited from using such content in any way that could be construed as derogatory, malicious, crude, or unprofessional.

b. Content Integrity: In modifying or creating derivative works from the Affiliate-Generated Content, The Company shall ensure the original intent and integrity of the content are maintained, and such modifications will not negatively impact the Affiliate's reputation or persona.

c. Affiliate Protection: Should the Affiliate believe that their content has been used in a manner that violates these terms, they are entitled to request a review of the usage. The Company commits to addressing and rectifying any such concerns promptly and to the satisfaction of both parties.

3.3 Ownership of The Company Intellectual Property: All intellectual property rights in and to the Company platform, including but not limited to its software, algorithms, user interface, trademarks, service marks, logos, and any updates or modifications thereto ("The Company IP"), shall remain the exclusive property of The Company, Inc. and its licensors.

3.4 Protection of The Company IP: The Affiliate agrees not to use, modify, distribute, license, or create derivative works of any The Company IP, except as expressly authorized in writing by The Company. Any unauthorized use of The Company IP shall be considered a material breach of this Agreement.

3.5 Indemnification for Intellectual Property Infringement: The Affiliate agrees to indemnify and hold harmless The Company, its officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to any claim that the Affiliate-Generated Content infringes or misappropriates any third-party intellectual property rights.

4. Confidentiality

4.1 Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any non-public information, including but not limited to customer lists, pricing strategies, marketing plans, and business models, disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations: Both parties agree to hold each other's Confidential Information in strict confidence and not to disclose such information to any third parties or to use such information for any purpose other than as contemplated by this Agreement, except when such disclosure is required by law. In the event disclosure is required by law, the disclosing party shall, to the extent legally permissible, provide the non-disclosing party with prompt notice of such requirement to allow the non-disclosing party to seek a protective order or other appropriate remedy. Additionally, the disclosing party agrees to disclose only the minimum necessary information required to comply with the legal obligation and to use all reasonable efforts to ensure that the information disclosed will be treated confidentially.

4.3 Exceptions: The obligations in Section 4.2 shall not apply to information that (a) is publicly available, (b) was in the receiving party's possession prior to disclosure by the disclosing party, or (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

4.4 Return of Confidential Information: Upon the termination of this Agreement for any reason, or upon the disclosing party's request, the receiving party shall promptly return or destroy all copies of the disclosing party's Confidential Information.

4.5 Survival: The obligations under this Section 4 shall survive the termination or expiration of this Agreement for a period of five (5) years.

5. Termination

5.1 Termination for Convenience: Either party may terminate this Agreement for any reason upon thirty (30) calendar days written notice to the other party.

5.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) calendar days after receiving written notice thereof.

5.3 Effect of Termination: Upon termination of this Agreement, all licenses granted hereunder shall immediately terminate, and each party shall return or destroy all Confidential Information of the other party. Sections 3, 4, and 5 shall survive the termination of this Agreement.

5.4 Payment upon Termination: In the event of termination, any earned but unpaid compensation shall be paid to the Affiliate within sixty (60) days of the termination date, subject to the conditions in Section 2.

6. Non-Solicitation

6.1 Non-Solicitation: For the duration of this Agreement and for a period of one (1) year thereafter, the Affiliate agrees not to solicit or induce any employee, consultant, or customer of The Company to terminate their relationship with The Company or to engage in any activities that would cause such persons to violate any agreements or obligations they may have with The Company.

6.2 Competing Video Conferencing Services: a "Competing Video Conferencing Service" is defined as any platform, product, or service that offers video conferencing, virtual collaboration, or digital communication capabilities, which may directly or indirectly compete with Miingl's offerings. This includes, but is not limited to:

a. Direct Competitors: Entities providing comprehensive video conferencing solutions aimed at similar target markets as Miingl, such as Zoom, Microsoft Teams, and Google Meet.

b. Indirect Competitors: Platforms that, while not primarily focused on video conferencing, offer related functionalities that support virtual meetings, collaboration, or communication, including Slack and Discord.

c. Potential Competitors: Any current or future platforms, including those operated by social media companies (e.g., Facebook/Meta, Twitter) or emerging startups leveraging new technologies (e.g., AR, VR, blockchain), that introduce video conferencing or communication features that could serve the same user base as Miingl.

7. Governing Law and Dispute Resolution

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

7.2 Dispute Resolution: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the decision of the arbitrator shall be final and binding upon both parties.

7.3 Attorneys' Fees: In the event of any litigation or arbitration arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

8. Miscellaneous

8.1 Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties relating thereto.

8.2 Amendments: This Agreement may only be amended in writing and signed by both parties.

8.3 Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

8.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law.

8.5 Notices: All notices, requests, and other communications hereunder shall be in writing and shall be deemed given when delivered personally or by an overnight courier, or three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of The Company address 138 E 12300 S, Draper, UT 84020, The Affiliate address on file in their Tapfiliate account or to such other address as either party may designate by notice to the other party.

8.6 Force Majeure: Neither party shall be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.

8.7 Independent Contractor Relationship: Nothing in this Agreement shall be construed to create an employer-employee relationship between the parties. The Affiliate is an independent contractor and is not an agent, employee, partner, or joint venture of The Company.

8.8 Assignment: Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, except that The Company may assign this Agreement to any successor or other company affiliation without consent.

9. Data Protection and Privacy

9.1 Compliance with Data Protection Laws: Both parties shall comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

9.2 Data Processing Agreement: If the Affiliate processes any personal data on behalf of The Company, the parties agree to enter into a Data Processing Agreement that sets forth the scope, purpose, and duration of such processing.

10. Warranty and Liability Limitations

10.1 No Warranty: The Company makes no warranties, express or implied, with respect to the Affiliate's services, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

10.2 Limitation of Liability: Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, except for damages arising from gross negligence or willful misconduct.

11. Audit Rights

11.1 Right to Audit: The Company reserves the right to audit the Affiliate's compliance with this Agreement at any time upon reasonable notice. Failure to comply with such an audit may be considered a material breach of this Agreement.

12. Term and Renewal

12.1 Initial Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of twelve (12) months, unless earlier terminated in accordance with Section 5 ("Termination").

12.2 Renewal: This Agreement will not automatically renew. Any renewal of this Agreement beyond the Initial Term shall be at the sole discretion of The Company, Inc. and must be agreed upon in writing by both parties.

12.3 Termination at End of Term: Either party may elect not to renew this Agreement at the end of the Initial Term by providing written notice to the other party at least thirty (30) days prior to the end of the then-current term.