Affiliate Terms & Agreement

These Terms and Conditions outline the entire understanding of Wispr and its Affiliates with respect to the subject matter described herein and constitutes the entire agreement between the parties.

Last Updated: May 27, 2025
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Promotional Services

‍Partner will produce and post the following content in accordance with the guidelines and specifications set forth below (the “Services”):

  • Partner will share their unique link (provided by Wispr Flow) along with each endorsement or promotion of Wispr Flow on Partner’s channels.
  • Partner will include mention of its partnership with Wispr Flow along with each endorsement or promotion of Wispr Flow on Partner’s social media channels as required by the FTC's Endorsement Guidelines.
  • Unless otherwise requested by Wispr Flow, Partner will not remove any content that is published hereunder for at least six (6) months. However, Partner will remove any content immediately upon Wispr Flow’s request.
  • Partner will not feature products that are similar to or competitive with Wispr Flow’s products and services in the same post, or otherwise in a manner that is in violation of the Terms and Conditions. If there is any uncertainty, Partner must contact Wispr Flow for clarification.
  • Partner will refrain from making or distributing any negative or disparaging statements, content or other communications about Wispr Flow or its products, business or operations, whether on social media or otherwise, during and after the Term

Partner Materials

Partner retains all right, title and interest in and to all social media content created solely by Partner in performance of the Services (expressly excluding Wispr Flow Promotional Materials and Marks (each, as defined below in the Terms and Conditions), the “Partner Materials”).

Organic usage: Wispr Flow will have, and Partner hereby grants Wispr Flow, the right to use any and all Partner Materials, including images, contents, materials, and persona created by Partner in connection with this Agreement (including Partner’s name, image or likeness incorporated therein or related thereto) on Wispr Flow branded social media endeavors (including but not limited to Facebook, Twitter, Youtube, TikTok, and Instagram) and otherwise for organic marketing and promotional purposes for the length of the Term.

Federal Trade Commission Requirements

Partner acknowledges and agrees that the provisions of the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Partner’s provision of certain Services hereunder.  Partner represents and warrants that Partner has read and understands the Guides and their requirements, and that the Partner Materials (including, without limitation, text, images or video posted on Partner’s social media channels regarding any Products, the Wispr brand, or the parties’ relationship) will contain clear and prominent disclosures compliant with the Guides.

Compensation

Wispr Flow shall compensate Partner at a rate of  25% Revenue Share on qualified paying customers for 12 months after the first payment. Payments will be made with the calendar month for all Fees earned in the previous month. For a customer to be considered qualifying as a Paid User they must be assigned a seat on a paid plan through Stripe. This payment arrangement commences on the first business day of the first calendar month following the initiation of this Agreement. Partner must provide to Wispr Flow a signed W9 (for U.S. residents), a W-8BEN (for international residents), or any other forms that are necessary or required for tax purposes, in order to be paid under this Agreement.

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TERMS AND CONDITIONS

1. Promotional Services

Partner will perform the Services in conformance with this Agreement and the requirements set forth on the cover page above, as may be amended from time to time upon mutual agreement of Wispr Flow and Partner. All activity relating to the Services will be performed by and only by Partner.

2. Intellectual Property

  • Partner Materials: Partner retains all right, title and interest in and to all social media content created solely by Partner in performance of the Services (expressly excluding Wispr Flow Promotional Materials and Marks (each, as defined below), the “Partner Materials”).
  • Wispr Flow Materials: Wispr Flow retains all right, title and interest in and to (i) any and all of Wispr Flow’s products and services (the “Products”), (ii) the Marks (as defined below), and (iii) any promotional materials provided by Wispr Flow to Partner hereunder for Partner’s use in connection with performance of the Services (such promotional materials, including any derivatives thereof, the “Wispr Flow Promotional Materials”) and (iv) any intellectual property developed under this Agreement other than the Partner Materials, whether solely developed by either party or jointly developed, including, without limitation, any feedback or suggestions related to the Products that is provided by Partner to Wispr Flow (such developed intellectual property, the “Wispr Flow IP”).  To the extent any rights in the Wispr Flow IP vest in Partner, Partner hereby assigns and transfers to Wispr Flow all right, title and interest in and to the Wispr Flow IP, including all related intellectual property rights.  Partner will cooperate fully with Wispr Flow, both during and after the Term, with respect to the procurement, maintenance and enforcement of intellectual property rights related to the Wispr Flow IP.
  • Wispr Flow Marks: Subject to the terms and conditions of this Agreement, Wispr Flow hereby grants to Partner, a limited, non-exclusive, non-transferable license to use Wispr Flow’s name, website address, logo and trade names (the “Marks”) and the Wispr Flow Promotional Materials, solely in connection with performing the Services.  All use of the Marks and Wispr Flow Materials by Partner are subject to Wispr Flow’s prior written approval, in its sole discretion.  Partner agrees that any use of the Marks: (i) will comply with Wispr Flow’s trademark guidelines, which may be provided by Wispr Flow to Partner from time to time, and (ii) will solely inure to the benefit of Wispr Flow.  The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use.  Partner does not acquire any right, title or interest in the Marks or the goodwill associated therewith.  Partner agrees not to (A) attack the Marks or assist anyone in attacking the Marks, or (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the Term (as defined below) and thereafter.

3. Confidentiality

“Confidential Information” means, subject to the exceptions set forth in the following sentence, any information or data, regardless of whether it is in tangible form, disclosed by Wispr Flow that Wispr Flow has identified as confidential or proprietary; provided, however, that Wispr Flow’s business plans, products and services, business relationships and financial affairs will be deemed Confidential Information even if not so identified.  Information will not be deemed “Confidential Information” if such information: (a) is known to Partner prior to receipt from Wispr Flow directly or indirectly from a source other than one having an obligation of confidentiality to Wispr Flow; (b) becomes known (independently of disclosure by Wispr Flow) to Partner directly or indirectly from a source other than one having an obligation of confidentiality to Wispr Flow; (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by Partner; or (d) is independently developed by Partner.  Partner agrees to keep in strict confidence and not disclose to any third party any and all Confidential Information of Wispr Flow. Partner will cooperate with Wispr Flow and use reasonable measures to prevent the unauthorized disclosure or use of any and all Confidential Information of Wispr Flow.  Partner will not use or permit to be used any Confidential Information of Wispr Flow for any purpose other than to perform Partner’s obligations or exercise Partner’s rights under this Agreement.  If Partner becomes legally compelled to disclose any Confidential Information of Wispr Flow, Partner will provide prompt written notice of such requirement so that Wispr Flow may seek, at its expense, a protective order or other remedy.  If, after providing such notice as required herein, Partner remains required by law to disclose any such Confidential Information, Partner will disclose no more than that portion of such Confidential Information which, on the advice of Partner's legal counsel, Partner is legally required to disclose.  Notwithstanding anything to the contrary herein, nothing contained in this Agreement limits Partner’s ability to communicate with any federal, state or local governmental agency or commission (a “Government Agency”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, nor does anything contained in this Agreement apply to truthful testimony in litigation.

4. Termination

  • Term: This Agreement shall be effective as of the Effective Date, unless earlier terminated in accordance with Section 4(b) below.
  • Termination: Either party may terminate this Agreement if the other party breaches any term or condition of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice specifying the nature of the breach.  Wispr Flow may terminate this Agreement immediately effective upon written notice to Partner if (i) Partner is publicly accused, indicted or convicted of a felony or misdemeanor involving moral turpitude, (ii) Partner commits any act or becomes involved in any situation or occurrence that brings Partner into public disrepute, contempt, scandal or ridicule, (iii) Partner is grossly negligent or (iv) Partner dies or becomes incapacitated or is prevented by serious injury or illness from performing the any Services.  In addition, Wispr Flow may terminate this Agreement at will for any reason.
  • Effect of Termination: Upon any expiration or termination of this Agreement, (i) Partner will return or destroy Wispr Flow’s Confidential Information in its possession, as directed by Wispr Flow, (ii) the license granted by Wispr Flow to Partner under Section 2(c) will immediately terminate, and (iii) except as set forth in the following sentence, all other obligations will immediately terminate, including, without limitation, all payment obligations under this Agreement.  The following Sections will survive the expiration or termination of this Agreement: 2(a), 2(b), 3, 4(c) and 5 through 8 (inclusive), and any other provisions contained in the cover page that are intended to survive the termination of this Agreement.

5. Representations and Warranties; Indemnity; Disclaimer

  • Mutual Representations and Warranties: Each party represents and warrants that (i) it has the authority to grant the rights granted in this Agreement, (ii) the execution of this Agreement and performance of its obligations hereunder do not and will not violate any other agreement to which it is a party and (iii) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.
  • Additional Representations and Warranties; Indemnity: Partner represents, warrants and covenants that (i) Partner will comply with all applicable laws, rules and regulations, including, without limitation, the Guides, in connection with Partner’s activities under this Agreement, (ii) the Partner Materials and any Wispr Flow IP that is developed by Partner will be the original work of Partner, will be true and accurate, and will not infringe upon, misappropriate or violate any rights of any third party, (iii) except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable to any third party by Wispr Flow for any Partner Materials, any Wispr Flow IP that is developed by Partner or any content or material incorporated in either of the foregoing and (iv) the Partner Materials and Wispr Flow IP that is developed by Partner will not be harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable.  Partner will indemnify and hold Wispr Flow, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages, judgments, costs and expenses (including court costs and reasonable attorneys’ fees) arising out of any third party claims arising out of or based upon (i) Partner’s breach of this Agreement or (ii) Partner’s negligence, fraud, or wilful misconduct. The maximum total, aggregate liability of Wispr Flow for any and all claims and actions arising from or related to this agreement will not exceed the aggregate amount paid by Wispr Flow to Partner during the twelve (12) month period preceding such claim.
  • Disclaimer: EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.  ALL OTHER EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.  EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT.

6. Limitation of Liability

WISPR FLOW WILL NOT BE LIABLE HEREUNDER (WHETHER IN AN ACTION IN NEGLIGENCE, CONTRACT OR TORT OR BASED ON A WARRANTY OR OTHERWISE) FOR ANY LOSS OF PROFIT, ANTICIPATED PROFITS, REVENUES, ANTICIPATED SAVINGS, GOODWILL OR BUSINESS OPPORTUNITY, OR FOR ANY OTHER INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, SPECIAL DAMAGES OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT.  THE MAXIMUM TOTAL, AGGREGATE LIABILITY OF WISPR FLOW FOR ANY AND ALL CLAIMS AND ACTIONS ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY WISPR FLOW TO PARTNER DURING THE TWELVE (12) MONTH PERIOD PRECEDING SUCH CLAIM.  NOTWITHSTANDING THE FOREGOING, CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY.

7. No Conflicting Activity

In order to preserve the confidentiality of the Confidential Information, to prevent theft or misuse of the Confidential Information, and to protect Wispr Flow’s customer relationships with its existing customers, Partner agrees that during the Term, Partner will not, without Wispr Flow’s written consent, directly or indirectly (a) engage in any business activity anywhere in the world conflicts with Partner’s obligations to Wispr Flow hereunder, whether Partner is acting as an employee, independent contractor, consultant, advisor, influencer, sales representative, or in any other like capacity; or (b) disparage, or otherwise portray in a negative light, Wispr Flow, any Wispr Flow personnel or the Products.  In addition, Partner represents and warrants that Partner has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Partner from fully complying with the provisions hereof, and further certifies that Partner will not enter into such conflicting agreement during the term of this Agreement.  Partner will advise Wispr Flow at such time as any activity of either Wispr Flow or another business presents Partner with a conflict of interest or the appearance of a conflict of interest.  Partner will take whatever action is requested by Wispr Flow to resolve any conflict or appearance of conflict which it finds to exist.  Partner further represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder.

8. Miscellaneous

  • Defend Trade Secrets Act of 2016: Partner acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
  • Severability: In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and the remainder will continue in effect, to the extent consistent with the intent of the parties as of the Effective Date.
  • Independent Contractor; No Agency: Nothing in this Agreement will in any way be construed to constitute Partner as an agent, employee or representative of Wispr Flow, but Partner will perform the Services hereunder as an independent contractor.  Partner acknowledges and agrees that Partner is obligated to report as income all compensation received by Partner pursuant to this Agreement (subject to applicable tax law).  Partner agrees that Partner will not be eligible for any employee benefits (nor does Partner desire any of them) and expressly waives any entitlement to such benefits.  Except insofar as it would breach this Agreement, Partner is free to perform services for any other person or entity.  Partner will report as self-employment income all compensation received by Partner pursuant to this Agreement.  Partner will indemnify Wispr Flow and hold it harmless from and against all claims, damages, losses, costs and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on Wispr Flow to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Partner pursuant to this Agreement.  Partner will not be entitled to receive any vacation or illness payments or to participate in any plans, arrangements, or distributions by Wispr Flow pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Wispr Flow’s employees. The maximum total, aggregate liability of Wispr Flow for any and all claims and actions arising from or related to this agreement will not exceed the aggregate amount paid by Wispr Flow to Partner during the twelve (12) month period preceding such claim.
  • Governing Law; Consent to Jurisdiction: All disputes, claims or controversies arising out of this Agreement, or the negotiation, validity or performance of this Agreement, or the transactions contemplated hereby will be governed by and construed in accordance with the laws of the State of California without regard to its rules of conflict of laws.  Each party irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of California and of the United States of America located in the State of California (the “California Courts”) for any litigation among the parties hereto arising out of or relating to this Agreement, or the negotiation, validity or performance of this Agreement, waives any objection to the laying of venue of any such litigation in the California Courts and agrees not to plead or claim in any California Court that such litigation brought therein has been brought in any inconvenient forum or that there are indispensable parties to such litigation that are not subject to the jurisdiction of the California Courts.
  • Assignment; Binding Effect: Neither party may assign this Agreement in whole or in part without the prior written consent of the other party, except that Wispr Flow may assign this Agreement without the written consent of Partner to a corporation or other business entity succeeding to all or substantially all of its assets or business to which this Agreement relates, whether by merger, stock sale, asset sale, reorganization or otherwise.  Any attempted assignment, delegation or transfer in violation hereof will be null and void.  Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
  • Notices: All notices under this Agreement will be in writing and will reference this Agreement.  Notices will be deemed given when: (i) delivered personally; (ii) sent by confirmed facsimile; (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt.  All communications will be sent to the addresses set forth on the first page of this Agreement.
  • No Waiver: Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
  • Counterparts; Electronic Copies: This Agreement may be executed in two or more counterparts, each of which will be deemed an original, and such counterparts will together constitute one and the same instrument.  For purposes hereof, an electronic copy (including a portable data format (PDF) copy) of this Agreement, including the signature pages hereto, will be deemed to be an original.
  • Construction: This Agreement has been negotiated by each of the parties hereto and each party had reasonable opportunity to have their respective counsel review this Agreement.  This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party.  This English language version of this Agreement will be the official version of this Agreement, even if this Agreement is translated into any other language.  All notices, communications and discussions pertaining to this Agreement, whether oral or written, will be conducted in the English language, including any enforcement proceedings.
  • Complete Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.  It supersedes and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any conflicting terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations.  This Agreement may not be modified or waived, in whole or part, except in writing and signed by an officer or duly authorized representative of both parties.