Bunny Studio ONE Reseller Program

Agreement – means the agreement comprising the terms here written.

End User – A company or individual that registers and pays for a Subscription Plan.

Referrers – A company or individual that participates in the Program for the purposes of promoting Company’s Subscription Plan in an effort to earn performance-based compensation as a result of Qualifying Transactions.

Link – A URL, that may be embedded in text or graphics, that provides an online connection from your Promotional Method or Promotional Content to the Participating Site.

Participating Site – A website provided by Company that is designated as being eligible for promotion by Referrers through the Program.

Promotional Content – Buttons, banners, widgets, gift codes, codes, text and other creative content that (i) are used by Referrers to promote the Participating Site, and (ii) contain Links. Promotional Content may be provided to you by Company or created by you in accordance with this Agreement.

Promotional Method – The location where you place Promotional Content or the method by which you otherwise promote the Participating Site using Promotional Content.

Qualifying Transaction – A Successful Referral of an End User.

Successful Referral – means an End User signing up for a Subscription Plan and having paid at least the first installment of such a Subscription Plan.

Subscription Plan – A monthly, quarterly, or yearly payment enterprise solution offered by Company that allocates End User a number of creative hours per month. The general conditions of such a Subscription Plan are described at https://bunnystudio.com/plans/ or the website that replaces it. This shall also include the service Bunny Studio One.

Referral Code – A combination of letters and numbers that you receive from Company to share with potential End Users, thus allowing Company to track the Qualifying Transactions you generate and attribute them to your account.

1. Terms of Use. This Agreement incorporates by reference the terms of the Bunny Studio Terms of Use (“TOU”) available at the https://bunnystudio.com/pages/terms. User hereby agrees to be bound by the TOU. If any terms of this Agreement and the TOU, the terms of this Agreement will control.

1. Accurate Information. You agree to provide Company with complete and accurate information about you (including your payment and tax information) and your Promotional Methods, and to maintain up-to-date account information. Company has the right to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration information at any time, without prejudice to any due diligence processes that may be used or implemented by Company.

1. Your Relationship With Company. You may not in any manner misrepresent or embellish the relationship between Company and you, including by expressing or implying that Company supports, sponsors, endorses, or other causes, products, activities or services or contributes money to any charity, different than those set out in this Agreement.

1. 1. Qualifying Transactions

   When a new End User referred by you to Company by means of a Link or Promotional Content registers and pays for a Subscription Plan, except: (i) If the End User used a Link from another Referrer when requesting the Subscription Plan. (ii) If the End User had already signed up to any Subscription Plans by other means in the past.

   
   
   1. Links.

   Company will provide you with Links to promote the Participating Site. You are not allowed to modify a Link unless it is specifically designed to be modified, and, then, only in accordance with the stated modification parameters. If the Links you use are not dynamically updated, you are obligated to update the Links upon notification.

   
   
   1. Promotional Content

   Company may provide you with pre-approved Promotional Content. You may not modify any Promotional Content that Company provides without obtaining Company’s prior written permission. If you are unsure about your right to use or modify any Promotional Content, please contact Company. If Company requests, you will stop using any Promotional Content provided to you or created by you. All Promotional Content that you create must comply with this Agreement and the Terms of Use.

   
   
   1. Approval for Links and Content.

   All Links and Promotional Content you use must be clearly recognizable as an advertisement for the relevant the Participating Site. If you choose to create your own Promotional Content, you must get Company’s prior written approval for the Promotional Content. You must also secure permission before using any materials protected by third parties’ intellectual or proprietary rights (including without limitation copyrights, trademark rights, patent rights and rights of publicity).

   
   
   1. Promotional Methods.

   You will comply with the list of approved Promotional Methods and with the Company Terms of Use, in addition to the terms of this Agreement.

1. 1. Tracking.

   For Company to track Qualifying Transactions resulting from your Promotional Methods, you must use and share with potential End Users the exact Participating Site provided to you by Company. Furthermore, you may also share the Referral Codes in any Promotional Content to be used by End Users  in the Company’s platform for you  to be identified as the Referrer of such End User.

2. 1. ReportingCompany will provide you monthly reports with details on how many leads and how many Successful Referrals were completed thanks to your efforts. These details regarding transactions are not available on a real-time basis and there may be reporting delays regarding transactions. Company may provide one additional report besides the monthly report in any given month upon request made by you, and Company may have up to three (3) days to provide such a report. .

1. 1. 1. Description.

      Subject to other provisions in this Agreement and the Terms of Use, you will be compensated for each Qualifying Transaction in accordance with this Agreement and, in particular, Section 5.2. The payments will be calculated based on Successful Referrals.

      
      
      1. Compensation model.

      Without prejudice to Company’s right to modify this model at its sole and absolute discretion (in which case any changes to this Compensation model shall be communicated to you), and pursuant to Section  5.3, you may be compensated for Successful Referrals in one of the two following options, whichever constitutes the higher value:

      
      
      1. For each Successful Referral, you shall be compensated with one thousand United States dollars for each of End Users.
      
      

      OR

      
      
      1. For each Successful Referral, you shall be compensated with ten percent (10%) of the first payment made by the End User to Company.
      
      
      1. Payments
         1. Confirmation of Successful Referrals. A referral shall only be considered as successful upon End User paying the first installment of the Subscription Plan.
         2. Timing. Pursuant to Section 5.2, Company shall pay the corresponding compensation for the Qualifying Transactions completed during each month on the last business day of the following month at the latest. The number or amount of transactions, credits for payments and debits for chargebacks, as Company calculates it, shall be final and binding on you.
         3. In addition to Section 3.1, the following exceptions shall apply: (i) You won’t get commissions on your own transactions. (ii) If you created or manage a creator account with the End User, you won’t get commissions on transactions for said account.
         4. Form of Payment. You can collect payments (i) by the means set out by Company or (ii) by bank wire if available for your country of residence, in the currency that is determined by your country of residence. Depending on your account balance, not all payment methods may be available to you. The conversion rate will be determined in accordance with Company’s operating standards, using the rates prevailing on the date the Qualifying Transaction is completed.
      
      
      1. Taxes.

      Any compensation paid to you is inclusive of any and all taxes owed by you. You are responsible for any taxes that may be due on the services provided by you. In no cases will any additional compensation be paid to you for taxes. If the withholding of any tax is required in respect of any payment to you, Company will (i) withhold the applicable amount from such payment and (ii) pay such amount to the relevant authorities in accordance with any applicable laws in the relevant jurisdiction(s). Upon request from you, Company will provide a copy of the tax receipt documenting payment of the tax to the relevant authorities. You agree to complete and provide to us, or if required, to the applicable taxing authority such forms, certifications or other documents as may be reasonably requested by Company, in order to reduce or exempt withholding taxes with respect to payments made to you when and where applicable by law. If it is later determined that Company should have withheld and/or paid additional tax but did not withhold or pay such tax, then you shall pay the applicable tax and hold Company harmless from any penalties or interest thereon.

      
      
      1. Non-Payment, Withholding, Reversal and Chargebacks
         1. Notwithstanding anything to the contrary herein, Company shall have no duty to pay you for what would otherwise be Qualifying Transactions when you were in breach of this Agreement or the Terms of Use.
         2. Company reserves the right to withhold your compensation for any and all previous months and compensation that you are accruing if Company, in its sole discretion, has reason to believe that you have breached this Agreement, or the Terms of Use, or have engaged in potentially fraudulent activities.
         3. Company may apply a debit to your account in an amount equal to a payment previously made to you or a compensation that has been credited to your account, but has not been paid out yet, if Company determines, in its sole discretion, that there has been (i) duplicate entry or other clear error; (ii) non-bona fide transactions or other fraudulent activity; (iii) breach of, or other failure to complete or reversal of the Qualifying Transaction; or (iv) failure to comply with this Agreement or the Terms of Use. Company may apply a chargeback to your account at any time, including previous payment cycles.

Your Promotional Methods must comply with the law, the Terms of Use, and this Agreement. Without limiting the generality of the foregoing, you hereby acknowledge and agree to comply with the standards set forth below.

1. Compliance with Laws.

Your participation in the Program must be in compliance at all times with all applicable laws, regulations, decisions and best practices in any country that you target with your Promotional Method and that are applicable to promoting the Participating Site, including but not limited to: (a) Any applicable consumer protection and advertising laws, regulations or directives, which may include:

(i) Section 5 of the U.S. Federal Trade Commission Act or any future interpretation by the Federal Trade Commission of Section 5 as it relates to referrer programs or advertising generally, or (ii) EU directives 2002/58/EC, 1997/7 EC and 2005/29/EC or any other applicable EU directives, and (iii) any applicable implementing national laws and regulations especially the requirement to identify the owner and operator of the website via contact details that are posted on the website (imprint obligation).

(b) Any applicable local Terms of Use for Referrer’s marketing, including but not limited to the Direct Marketing Association’s Best Practices for Online Advertising and Referrer Marketing.

1. Rules of Conduct.

You will not cause any clicks or transactions to be made that are not in good faith. You will promote the the Participating Site in a way that uses ethical and legal business practices, that does not mislead the End User, and that delivers bona fide End User transactions. While promoting the the Participating Site, you must at all times comply with the Terms of Use.

1. Infringement.

You may not use Promotional Methods or engage in any activity in connection with your participation in the Program or a program that violates intellectual property or proprietary rights of third parties.

1. Special Promotional Methods.

Promoting the Participating Site using any Promotional Methods other than a Link on your own website is considered a \”Special Promotional Method\”. Use of Special Promotional Method requires you to obtain Company’s express written permission in advance to use that Promotional Method. Company reserves the right to request you to terminate any special Promotional Method at any time, with or without notice or cause, and you agree to immediately comply. The following are non-limiting examples for special promotional methods: (i) e-mail, instant messaging, IRC channels or other electronic communications, (ii) downloadable software, (iii) incentive programs including vouchers, coupons, or (iv) distribution of Promotional Content via distribution partners or ad networks, (v) promoting the Participating Site by placing Links in Paid Search results.

1. Company Trademarks.

You will not adopt or use any company name, trademark, trade name, brand, shop sign, domain name, or URL (specifically, any term before the third “/” of your URL) that incorporates as a part thereof any of Company LLC’s, the Company Community, or its corporate affiliates’, (a) trademarks, tradenames, company names, brands, domain names or URLs (including the translations and transliterations), or any variations thereof; or (b) any term that consists of a generic or descriptive word, followed by the term LET. Further, you will not display your company name, branding or trademark in an uneven, staggered, multi-color format that, in Company’s sole discretion, invokes the distinctiveness of the Company logos or logos of its corporate affiliates.

1. 1. Referrer Privacy.
      1. Communications. Company may from time to time contact you, primarily via email, to send you updates and other information about the Program.
      2. Company Privacy Policy. Company’s use of the information it receives from or about you as part of your participation in the Program is subject to Company’s Privacy Policy at https://bunnystudio.com/pages/privacy/.
      3. Personal Information Received from Company. To the extent that you receive information from Company relating to the Program that relates to an identifiable individual, you agree to protect that information and keep such information confidential.
   
   
   1. End User Privacy.
      1. End User Data. Company will own all rights in and to all information regarding the End Users that you refer to the Participating Site through the Program.
      2. Personally Identifiable Information. You agree that you are responsible for all personally identifiable information that you collect from End Users and that you will obtain explicit, opt-in consent from End Users to collect, use or disclose this information. You further agree that unless you have gotten the explicit, informed consent of the End User, you will not enable any tools, applications, website or software to collect any personally identifiable information from End Users or otherwise allow you to profile End User activities.

1. 1. Right to Monitor and Audit.

   You agree that Company and its service providers may monitor or audit your sites or activities in relation to your participation the Program. You will not seek to block or otherwise interfere with the monitoring, and Company and its service providers may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with Company’s efforts to audit your compliance with this Agreement or the Terms of Use shall constitute a material breach of this Agreement.

   
   
   1. Not Currently Under Investigation.

   You warrant that you are not currently under order or investigation by any federal, state, local or international regulatory or law enforcement organization. You will inform Company if at any point during your participation in the Program you become under such order or investigation..

   
   
   1. Global Compliance.

   Any infractions of this Agreement or the Terms of Use may be monitored and enforced globally in Company’s discretion.

   
   
   1. Remedy for Breach.

   If Company, in its sole discretion, believes that you have breached this Agreement pr the Terms of Use or that you have engaged in fraudulent activity, it may take any and all steps it deems appropriate including without limitation: (i) Issue a warning; (ii) conduct an investigation; (iii) suspend your account from participating in the Program so that you shall no longer be entitled to any future-compensation for a Qualifying Transaction; (iv) terminate your account from the Program; and/or (v) withhold or recover any compensation.

   
   
   1. In addition to any other available remedies, Company may, at its sole discretion, seek, without limitation, specific performance, injunctive relief and/or attorneys’ fees.
   
   
   1. Suspension

   If Company suspends your account from participating in the Program, you will no longer get paid for any future activity and you are required to immediately remove all existing Links. Company, in its sole discretion, may (but has no obligation to) reinstate your account in the event you have, to Company’s satisfaction, taken all necessary remedial actions.

1. 1. Promotional Content.

   Company grants you a revocable, non-exclusive, non-transferable worldwide, royalty-free license for the duration of your participation in the Program, to display Links and Promotional Content in accordance with this Agreement and the Terms of Use for the limited purposes of promoting the the Participating Site.

   
   
   1. Use of Your Marks.

   You authorize Company to use your trademarks, service marks, tradenames, company names and copyrighted material that you provide through your account to promote your participation in the Program.

   
   
   1. Your Use of Company Proprietary Rights.

   You acknowledge that you obtain no proprietary rights in Company LLC’s, or its corporate affiliates’, trademarks, service marks, tradenames, URLs, copyrighted material, patents and patent applications or other intellectual property, and agree not to challenge Company LLC, or its corporate affiliates’, proprietary rights in any way. You will use all Company provided content and services in a way that does not, in Company’s sole discretion, blur or dilute, tarnish or adversely effect Company’s proprietary rights.

   
   
   1. Retention of Rights.

   Any and all proprietary rights, goodwill and other benefits and rights resulting from the use hereunder of trademarks, trade names or company name inures to the benefit of the owner.

1. 1. Term.

   This Agreement shall commence when both parties have signed this Agreement (either physically or electronically) and shall continue until terminated in accordance with the terms of this Agreement

   
   
   1. Termination by Referrer.

   You may terminate this Agreement upon three (3) days notice.

   
   
   1. Termination by Company.
      1. Company may terminate this Agreement and your account, your use of a Promotional Method at any time for convenience in its sole discretion upon (3) days notice.
      2. Company may terminate this Agreement and your account, your use of a Promotional Method for cause with immediate effect. Breach of this Agreement or the Terms of Use is cause for immediate termination. Incidents that may cause Company to terminate this Agreement for cause include, but are not limited to: (i) If Company suspects that you are responsible for the improper functioning of Links or Promotional Content; or (iii) if a third party disputes your right to use any link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered through any of your promotional methods. (iii) If Company determines you are diluting, tarnishing, blurring or adversely effecting Company’s proprietary rights.
   
   
   1. Upon termination Company will deactivate your account and all accounts that are linked to you and you shall no longer accrue payments in your account, including but not limited to subsequent Qualifying Transactions where the clicks on the Links occurred prior to termination. If Company terminates this Agreement for cause, you will not be eligible to enter into a new click-through agreement or any other referral program agreement, and any attempt to do so will be null and void.
   
   
   1. Post-Termination. Upon termination of this Agreement, and provided termination is not due to your breach of this Agreement, Company will pay any outstanding payments to you within ninety (90) days of the termination date, and you shall pay us any outstanding debit balance within thirty (30) days of the termination date. Upon termination of this Agreement, any permissions granted under this Agreement will automatically and by right terminate, and you must immediately upon notice of termination remove all Links to the Participating Site. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (e.g. audit, confidentiality, indemnification, limitation of liability, misc., etc.), shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.

1. 1. Definition.

   For the purposes of this Agreement, “Confidential Information” means any information disclosed by Company to you, including any information disclosed prior to the date of this Agreement, either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Company’s plant and equipment), whether or not designated as “confidential” at the time of disclosure. Confidential Information may also include information of a third party that is in Company’s possession and is disclosed to you under this Agreement. 

   
   
   1. Exceptions.

   Confidential Information shall not, however, include any information that you can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to you by Company; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to you by Company through no action or inaction of you; or (iii) is in you rightful possession without confidentiality obligations at the time of disclosure by Company to you as shown by your then-contemporaneous written files and records kept in the ordinary course of business. 

   
   
   1. Compelled Disclosure. 

   If you become legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, you will provide Company prompt written notice of such disclosure and will assist Company in seeking a protective order or another appropriate remedy. If Company waives your compliance with this Section 11 or fails to obtain a protective order or other appropriate remedy, you will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

   
   
   1. Notice

   This Agreement does not affect any immunity under 18 USC Sections 1833(b) (1) or (2), which read as follows (note that for purposes of this statute only, individuals performing work as contractors or consultants are considered to be employees):(1) An individual shall 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.(2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

   
   
   1. Nonuse and non-disclosure.

   Except for the information that may need to be disclosed in order to carry out the subject matter of this Agreement, you shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Company’s prior written consent. You shall not disclose Confidential Information or permit the disclosure of Confidential Information to your employees, except that, subject to Section 11.6 below, you may disclose Confidential Information to those employees of yours who are required to have the information in order for you to fulfill the obligations herein, provided that such employee has signed a nonuse and nondisclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. You shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information.

   
   
   1. Maintenance Of Confidentiality 

   You shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, you shall take at least those measures it employs to protect its own most highly confidential information. You shall not make any copies of the Confidential Information unless the same are previously approved in writing by Company. You shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. You shall immediately notify Company of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.

   
   
   1. No Warranty 

   ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.

   
   
   1. Return Of Materials 

   All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in your possession or control shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.

   
   
   1. No License 

   Except for the provisions in Section 9, nothing in this Agreement is intended to grant any rights to you under any other intellectual property right of Company, nor shall this Agreement grant you any rights in or to the Confidential Information except as expressly set forth in this Agreement.

   
   
   1. Term 

   Your obligations under this Section 9 shall survive until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 11.2 through no action or inaction of yours.

   
   
   1. Remedies

   You agree that any violation or threatened violation of this Agreement will cause irreparable injury to Company, entitling Company to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.

   
   
   1. Referrer’s Information 

   Except for the information required to comply with this Agreement and the protections under Section 7, Company does not wish to receive any confidential information from you, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by you to Company. Any ideas, suggestions, guidance or other information disclosed by you related to Company, and any intellectual property rights relating to the foregoing shall be collectively deemed “Feedback.” Company shall own all Feedback, and you agree to assign and hereby assign to Company all of its right, title, and interest in and to such Feedback. To the extent that the foregoing assignment is ineffective for whatever reason, you agree to grant and hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

1. This Agreement does not constitute a party as a legal representative, joint venturer, partner or employee of the other party for any purpose. Other than actions expressly authorized under this Agreement, you are not authorized to make any contract, agreement, warranty, statement or representation or to take any other action, which could establish an apparent relationship, joint venture, partnership or employment with Company. Except with respect to authorized actions taken pursuant to this Agreement, Company shall not be bound in any manner by any contract, agreement, warranty, statement, or representation made by you to any other person or by any other of your actions. You shall have no control over Company’ employees or contractors, including the terms and conditions of their contracts, or over Company’s methods of doing business except as set forth herein. Company and you agree that neither shall undertake any action, or fail to take any action, which would imply or otherwise mislead any third party, including, but not limited to, the public-at-large, that Company and you have formed or otherwise established a business relationship or combination other than that specifically described in this Section 12. 

1. Neither you nor your employees, contractors, agents or representatives shall be entitled to participate in or receive any benefit or right as an employee or otherwise, under any Company’s benefit plans, including, but not limited to, employment insurance, pension or bonus or profit sharing or share purchase plans as a result of entering into this Agreement. 

1. You further agree that it will make no representation with respect to your relationship with Company except to state that you are authorized by Company to perform the activities agreed upon between Company and you in this Agreement. 

1. Authority.

Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf.

1. Non-infringement Warranties.

You represent and warrant that (i) you have all appropriate authority to operate, and to any and all content on, your website(s); (ii) you have all appropriate authority in any Promotional Method you may choose to use; (iii) any Promotional Content you create, your website(s), any trade names or trademarks used pursuant to Section J(4) above, and your Promotional Methods do not and will not infringe any third party’s or Company’s intellectual property or proprietary rights; (iv) you shall remain solely responsible for any and all websites owned and/or operated by you and all of your Promotional Methods, (v) you are acting in your professional capacity and not as a consumer and (vi) you are over 18 years of age. Company may or may not review all content on your website or used by you in your Promotional Methods.

1. Third-Party Disputes.

In the event of a third-party claim against Company’s intellectual property or right to offer any service or good or if, in Company’s opinion, such a claim is likely, Company shall have the right, in its sole discretion, to take any action to terminate the practices responsible for such third party claims and/or to secure, at its expense, the right to continue using the intellectual property or good or service, and/or to replace or modify the same to make it non-infringing or without misappropriation.

1. Indemnification Obligations.

You will defend, indemnify and hold Company (the “Indemnified Party”) harmless against all claims, liabilities and expenses claimed or incurred by an Indemnified Party as a result of any third party claim directly or indirectly arising from or related to (a) any breach by you or your Agents of this Agreement, the Program Terms or Terms of Use (b) violation by you or your Agents of applicable laws or regulations, (c) distribution or use of Promotional Content by you, your Agents, or anyone else that you are affiliated with; (d) acts or omissions by you or your Agents in using, displaying or distributing any Links, including but not limited to your use of Links in emails; (e) any claim that the Indemnified Party is obligated to pay tax obligations in connection with payment made to you pursuant to this Agreement or any Program Terms, and (f) any violation or alleged violation of any rights of another, including breach of a person’s or entity’s intellectual property rights, (g) you and your Agents participation in the Program(s) ((a)-(g) collectively, “Claims”). Should any Claim give rise to a duty of indemnification under this section, the Indemnified Party shall promptly notify you and will cooperate with you at your expense in the defense of such Claim. The Indemnified Party will be entitled, at its own expense, to participate in the defense of such Claim. Should any Claim give rise to a duty of indemnification, you are obligated to participate in the defense of such claim if requested to do so by Company. Participation in the defense shall not waive or reduce any of your obligations to indemnify or hold the Indemnified Party harmless. You will not settle any Claim without the Indemnified Party’s prior written consent, and you will indemnify for any reasonable attorneys’ fees or other costs incurred by an Indemnified Party in investigating or enforcing this section. In the context of this section, the term “Company” shall include their respective officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

1. Limitation of Liabilities.

ANY OBLIGATION OR LIABILITY OF Company UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE PAYMENTS Company PAID TO YOU UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST Company PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT NEITHER Company NOR ANY ENTITY THAT IS PART OF THE Company LLC. CORPORATE FAMILY SHALL BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. YOU WARRANT THAT NO PROMOTIONAL METHOD USED BY YOU WILL RENDER Company LIABLE TO ANY PROCEEDINGS WHATSOEVER.

1. Disclaimer of Warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Company DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT Company’s SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF YOUR INFORMATION OR WEBSITE. THOUGH Company MAY REVIEW AFFILIATE’S BEHAVIOR AS PART OF ITS NETWORK QUALITY EFFORTS, Company MAY NOT BE HELD LIABLE FOR AN AFFILIATES BREACH OF THIS AGREEMENT, THE Terms of Use OR THE PROGRAM TERMS. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED \”AS IS\” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. Company IS UNDER NO CIRCUMSTANCES RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY THIRD PARTY OR ANY WEBSITE, OR THE CONTENT OF ANY WEBSITE OR THAT ANY PARTY MAKES AVAILABLE. Company MAKES NO REPRESENTATION OR GUARANTEE WITH RESPECT TO THE AVAILABILITY OR UPTIME OF THE NETWORK, THE TRACKING FUNCTIONALITY, OR ANY PARTICIPATING SITE. Company MAY CONDUCT MAINTENANCE ON ANY OF THE FOREGOING AT ANY TIME WITH OR WITHOUT NOTICE TO YOU.

1. Remedies.

No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

1. Benefit of the Bargain.

The provisions of this section are an essential element of the benefit of the bargain reflected in this Agreement.

1. This Agreement and all questions arising hereunder shall be governed by, and construed in accordance with, the laws and decisions of the State of California without giving effect to the principles thereof relating to conflicts of law. Each of the parties hereto (a) irrevocably agrees that the federal courts of California and the California State courts shall have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, (b) submits to the venue and jurisdiction of such courts and (c) irrevocably consents to personal jurisdiction by such courts. Company shall be entitled to injunctive relief against you without having to post a bond.

1. Entirety of Agreement.

This Agreement contains all the understandings and representations between the parties relating to the matters referred to herein, supersedes any agreements previously entered into between them with respect thereto, and may be amended only by a written supplement, duly executed on behalf of the respective parties.

1. Severability.

If any provision of this Agreement is declared void or unenforceable by any judicial or administrative authority, this will not, ipso facto, nullify the remaining provisions of this Agreement unless Licensor, in its discretion, decides that such declaration goes to the heart of this Agreement, which event this Agreement shall terminate on thirty (30) days written notice from Company to you. If any provision or provisions hereof are deemed invalid, illegal, or unenforceable, the offending provision(s) should be deleted or modified, as minimally as possible and as necessary, to retain as much of the provision and this Agreement valid and enforceable as possible.

1. Representation of Capacity.

Each party affirmatively represents that it has the capacity and power to enter into this Agreement, and to receive and protect the Confidential Information of the other party, and that each is not under any obligation to disclose, license, assign, or otherwise reveal or transfer to a third party any Confidential Information or other inventive material or concepts revealed by the other party under this Agreement.

1. Force Majeure.

Neither party will be liable to the other for any delay in delivery or failure to perform caused by a force beyond its control, including, but not limited to, natural disasters, wars, acts of God, interruption of utilities or transportation, strikes, lockouts, riots, invasion, civil commotion, malicious damage, accident, fire, explosion, terrorism, sabotage, flood and storm, earthquake, other natural disaster or equivalent circumstances. In such event, the affected party will promptly notify the other party of the nature and anticipated duration of the delay or failure and the party not affected will be entitled to terminate this Agreement if the event of force majeure subsists for more than thirty (30) days or, in the party’s reasonable opinion, is likely to subsist long enough to jeopardize its own activities.  

1. Notices.

All notices or other communications to be given or made hereunder shall be in writing and shall be delivered personally or mailed, by registered or certified mail, return receipt requested, postage prepaid, or by nationally recognized overnight carrier, to the Licensee or to the Licensor, as the case may be, at the following address, respectively:

IF TO Company: 2443 Fillmore St #380-1627, San Francisco, CA 94115

IF TO You, to EMAIL ADDRESS OF AFFILIATE.

1. Assignment

This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that you may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void.

1. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, all of which shall constitute one and the same Agreement. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.