Affiliate Partner Program Agreement

This Affiliate Partner Program Agreement (this “Agreement”) between Tukki Inc. (“Company” or “we” or “our”) and you (the “Partner”) describes how we will work together and other aspects of our business relationship.

This Affiliate Partner Program Agreement applies to your participation in our Partner Program (the “Partner Program”). These terms are important, such that we cannot continue our Partner Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Partner Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Partner Program Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

For the purposes of this Agreement, “Partner Portal” means the tool/software that we make available to you upon your acceptance into the Partner Program and for you to use in order to participate in the Partner Program.

1. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

2. Partner Acceptance

Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Furthermore, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within sixty (60) days of your acceptance will result in the immediate termination of this Agreement, and you will no longer be able to participate in the Partner Program.

Both parties will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

1. Partner Program Limits

Each accepted Affiliate Lead will expire according to the information provided in the Partner Portal (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you a Commission as described in the Partner Portal (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. A successful Customer Transaction is determined by the date of the first deposit or sign up (as applicable) for Tukki’s services by the Customer, and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. The Partner may not be entitled to receive Commission on any additional purchases of Company Products by that same Customer.

2. Eligibility

To be eligible for Commission:

An Affiliate Lead must be accepted and valid...
A Customer Transaction must have occurred.
A Customer must remain a customer for 30 days...

Such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or the laws or regulations of your jurisdiction.
The applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or our Partners.
The Customer has paid or will pay such commissions, referral fees, or other compensation directly to you.
The Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Partner Program Policies that we make available to you, misuse of the Partnership service tool, or by any other means that we deem to breach the spirit of the Partner Program.
The Customer participates in any of our partner programs. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

3. Authority

Partner has no authority to distribute or resell the Company’s services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by the Company hereunder expressly for the purpose of performing the Referral Activities (collectively, “Company Materials”), Partner shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services. Partner shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials.

Confidentiality

Definition of Confidential Information: For this Agreement, “Confidential Information” means all data and information whether in written, machine-readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party.

Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its affiliates, whether marked or otherwise labeled as confidential.

Term and Termination

1. Term

This Agreement will apply for as long as you participate in the Partner Program, until terminated.

2. Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days’ written notice to the other party.

3. Termination for Agreement Changes

If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days’ written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

4. Termination for Cause

We may terminate this Agreement:

Upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period.
Upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period.
Immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate.
Immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

5. Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement:

(i) Without cause by us, (ii) by you with cause, or (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (60) days after the date of such termination or expiration.
Provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement.
We will not pay you fees on Customer Transactions recognized by us after thirty (60) days after the date of such termination or expiration set out above.
However, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination.

Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Partner Portal that we make available to you for your participation in the Partner Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Partner Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

6. Partner Representations and Warranties

You represent and warrant that:

(i) You have all sufficient rights and permissions to participate in the Partner Program and to provision Company with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement.
(ii) Your participation in this Partner Program will not conflict with any of your existing agreements or arrangements.
(iii) You own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that:

(i) You will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Partner Program.
(ii) You will accurately provide in the Partner Portal all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads.
(iii) You will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Company’s own advertising.
(iv) You will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited.
(v) You will not attempt to mask the referring URL information.
(vi) You will not use your own Affiliate Link to purchase Company products for yourself.
(vii) You will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:

(a) Your participation in the Partner Program.
(b) Our use of the prospect data you provided us.
(c) Your noncompliance with or breach of this Agreement.
(d) Your use of the Partner Portal.
(e) Our use of the Partner Marks.

We will notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that:

(i) Imposes an obligation on us.
(ii) Requires us to make an admission.
(iii) Imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers

1. Limitations of Liability

NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

2. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

3. No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

General

1. Amendment; No Waiver

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Partner Portal and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Partner Portal have notified you. We encourage you to review this Agreement periodically. If you don’t agree to the update, change, or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

2. Applicable Law

This Agreement shall be governed by the laws of the jurisdiction in which the Company has its principal place of business at the time any dispute arises, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in the jurisdiction in which the Company has its principal place of business at the time any dispute arises.

3. Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

4. Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Partner has no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.

5. Disclosure of Partner Relationship

It is the sole responsibility of the Partner to disclose the nature of its referral/partnership relationship with the Company to any leads or customers, and Partner shall indemnify and hold harmless the Company against any liability arising from Partner’s lack of disclosure to an actual or potential customer.

6. Compliance with Applicable Laws

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.

7. Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8. Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To [Company name]: [Address] [Attention:].
To you: Your address as provided in our affiliate/partner account information for you.

We may give electronic notices specific to you by email to your email address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

9. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.

10. Assignment

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control, or operation of law.

11. No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12. Program Policies Page

We may change the Program Policies from time to time. Your participation in the Partner Program is subject to the Program Policies, which are incorporated herein by reference.

13. No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Company Products, our trademarks, or any other property or right of ours.

14. Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

15. Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.