Partner/ Referral Partner Terms & Conditions By clicking on “I agree” (or a similar box or button) when you sign up for a Partner Account, using the Partner Platform or participating in any Partner Program activities, you agree to be bound by the applicable sections of the Partner Program Agreement (the “Agreement”). The Agreement is between you, as Partner (as defined below in Section A.1.), and AAAeCommerce Inc. (“Aitrillion.com” / “AAAeCommerce”) (together, the “Parties”, and each a “Party”). You can review the current version of the Agreement at any time at Aitrillion.com/partners/terms. AAAeCommerce reserves the right to update and change the Agreement by posting updates and changes here: Aitrillion.com/partners/terms. If a significant change is made, we will provide reasonable notice by email, posting a notice on the AAAeCommerce Partner Blog and/or in the Partner Dashboard. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference. You must read, agree with and accept all of the terms and conditions contained in this Agreement, AAAeCommerce’s Privacy Policy, and AAAeCommerce’s Acceptable Use Policy before you may become a Partner. For the purposes of the Partner Program and this Agreement, all references to “Account” and “Services” in AAAeCommerce’s Acceptable Use Policy will be deemed to refer to “Partner Account” and “Services or Partner’s participation in the Partner Program”, respectively. Some types of AAAeCommerce Partner Program activities may require that you agree to additional terms (“Additional Terms”). Such Additional Terms are incorporated into this Agreement by reference. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency. Terms Applicable to All Partners Partner Responsibilities Marketing Activities Partner shall bear all costs and expenses related to Partner’s marketing or promotion of AAAeCommerce or any AAAeCommerce Related Entity, and, as applicable, Partner’s Applications, Themes, Channel Platform, or Partner’s other products or services associated with Partner’s participation in the Partner Program (Collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by AAAeCommerce in its sole discretion. In no event shall Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner (“Opt-in List”), Partner may make a written request to AAAeCommerce to send emails regarding the offering of AAAeCommerce and AAAeCommerce Related Entities to the individuals on the Opt-in List (and AAAeCommerce may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Without limiting the generality of the foregoing, Partner shall (i) not send any email regarding AAAeCommerce and/or AAAeCommerce Related Entities to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information at the top and bottom of any email regarding AAAeCommerce, AAAeCommerce Related Entities, the Service and/or the AAAeCommerce platform; and (iii) not imply that such emails are being sent on behalf of AAAeCommerce or AAAeCommerce Related Entities. A Partner shall not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to AAAeCommerce and/or AAAeCommerce Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to AAAeCommerce and/or AAAeCommerce Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to AAAeCommerce and/or AAAeCommerce Related Entities; (iv) solicit Merchants to leave the AAAeCommerce Service; (v) copy, resemble or mirror the look and feel of AAAeCommerce’s websites, AAAeCommerce Trademarks or Services or otherwise misrepresent Partner’s affiliation with AAAeCommerce and/or AAAeCommerce Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of AAAeCommerce and/or AAAeCommerce Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to AAAeCommerce or the Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy. Compliance with Laws In addition to, and without limiting the provisions of this Agreement, Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations. Partner Duty to Inform Partner shall promptly inform AAAeCommerce of any information known to Partner that could reasonably lead to a claim, demand or liability of or against AAAeCommerce and/or the AAAeCommerce Related Entities by any third party. Partner Duty to Disclose If Partner is acting as an agent on behalf of a Merchant, then Partner shall disclose to the Merchant any Fees that Partner is entitled to receive from AAAeCommerce in accordance with this Agreement that are associated with such Merchant. Other Partner Terms If the Partner is an individual, the Partner must be 18 years or older or at least the age of majority in the jurisdiction where the Partner resides. To become a Partner, Partner must create a Partner Account by providing all information indicated as required. AAAeCommerce may reject an application for a Partner Account for any reason, in its sole discretion. Partner acknowledges that AAAeCommerce will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. AAAeCommerce cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner Account and password. If you sign up for a Partner Account on behalf of your employer, your employer shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner’s employees, agents or subcontractors. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner. Partner acknowledges and agrees that AAAeCommerce may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on AAAeCommerce’s website, available at Aitrillion.com/partners/terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, AAAeCommerce will provide reasonable notice by email, posting a notice on the AAAeCommerce Partner Blog and/or in the Partner Dashboard. Partner’s continued participation in the AAAeCommerce Partner Program after the amended Partner Program Agreement is posted to AAAeCommerce’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the AAAeCommerce Partner Program. Partner acknowledges and agrees that Partner’s participation in the AAAeCommerce Partner Program, including information transmitted to or stored by AAAeCommerce, is governed by the AAAeCommerce Privacy Policy found at Aitrillion.com/legal/privacy. Other than the limited license to use the AAAeCommerce Trademarks pursuant to Section 5 of this Agreement, Partner shall not use the AAAeCommerce Trademarks and/or AAAeCommerce Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the AAAeCommerce Service, AAAeCommerce Inc. or the AAAeCommerce Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains and sub-domains). Partner shall not purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the AAAeCommerce Trademarks and/or the names or trademarks of any AAAeCommerce Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the AAAeCommerce Trademarks or the names or trademarks of any AAAeCommerce Related Entity. Fees and Payments Revenue Sharing Plans Subject to (i) Partner’s compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner’s activities pursuant to the Partner Program, Partner shall be entitled to receive certain fees from AAAeCommerce (the “Fees”). The revenue sharing plans applicable to the different types of Referral Partners are send to each partner after approval into the program & is subject to terms & conditions of this document. Payment AAAeCommerce distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”). Where the Fees owing to Partner are greater than USD $100 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $100 at the end of any Payment Period, AAAeCommerce shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $100 or more. AAAeCommerce distributes Fees owing to its Partners once per calendar month (each such period, a “Payment Period”). Where the Fees owing to Partner are greater than USD $100 at the end of any Payment Period, the Fees will be paid to Partner. If the Fees owing to Partner are less than USD $100 at the end of any Payment Period, AAAeCommerce shall be entitled to withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owing to Partner from any previous Payment Period and Fees owing to Partner under the current Payment Period are USD $100 or more. Additional Payment Information All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld during the period of investigation. Notwithstanding anything to the contrary in this Agreement, AAAeCommerce shall not be responsible to pay any Fees: related to revenues that have been refunded to Merchants by AAAeCommerce; for a Referred Merchant created or owned in whole or in part by a Partner; related to fraudulent sales; related to revenues that have been subject to chargebacks; or to Partners who are employed by AAAeCommerce (whether full-time, part-time, term or any other employment-type relationship); or to Partners who are employed by the Merchant to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship). If any Fees paid by AAAeCommerce are subsequently discovered to be subject to one or more of the exclusions set out, or to have been paid in error, AAAeCommerce shall have the right, at its sole discretion, to: (A) reclaim any Fees paid to Partner in error; or (B) set off the amounts from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to AAAeCommerce, Partner shall pay to AAAeCommerce the remaining balance within thirty (30) days of the effective date of termination of the Agreement. AAAeCommerce reserves the right to modify the Fees and/or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email, posting a notice on the AAAeCommerce blog and/or in the Partner Dashboard. In the event of any disputes over Fees, AAAeCommerce’s determination will be final and binding. Termination Termination Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party. Fraudulent or other unacceptable behaviour by Partner, including breach of the Acceptable Use Policy, as determined by AAAeCommerce in its sole discretion, may result in one or more of the following actions being taken by AAAeCommerce: (a) termination of Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner. AAAeCommerce reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, AAAeCommerce will provide reasonable notice by email, posting a notice on the AAAeCommerce blog and/or in the Partner Dashboard. Consequences of Termination Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all AAAeCommerce Creative and all Confidential Information (as defined below)); (b) Partner shall immediately cease displaying any AAAeCommerce Creative and/or any AAAeCommerce Trademarks on any Website or otherwise; and (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, AAAeCommerce API, or to receive any payments of Fees hereunder, unless otherwise determined by AAAeCommerce in its sole discretion. Intellectual Property Rights AAAeCommerce Creative All AAAeCommerce Creative will be solely created and provided by AAAeCommerce unless otherwise agreed to by AAAeCommerce in writing in advance. AAAeCommerce will provide Partner with copies of or access to AAAeCommerce Creative. The AAAeCommerce Creative may also be accessible from the Partner Program website and the AAAeCommerce brand guidelines (“AAAeCommerce Trademark Usage Guidelines”). By using the AAAeCommerce Creative, you indicate your acceptance of our AAAeCommerce Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license and/or permission to use the AAAeCommerce Creative. The AAAeCommerce Creative is provided “as is” and without warranty of any kind. Partner may display AAAeCommerce Creative on the Websites solely for the purpose of marketing and promoting the Service and any AAAeCommerce brands permitted by AAAeCommerce and by AAAeCommerce Related Entities during the term of this Agreement, or until such time as AAAeCommerce may, upon reasonable prior notice, instruct Partner to cease displaying the AAAeCommerce Creative. Partner may not alter, amend, adapt or translate the AAAeCommerce Creative without AAAeCommerce’s prior written consent. Nothing contained in any AAAeCommerce Creative shall in any way be deemed a representation or warranty of AAAeCommerce or of any of AAAeCommerce Related Entity. The AAAeCommerce Creative shall at all times be the sole and exclusive property of AAAeCommerce and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by AAAeCommerce to make changes or modifications to the AAAeCommerce Creative. AAAeCommerce Trademarks During the term of this Agreement, AAAeCommerce hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the AAAeCommerce Trademarks solely as necessary to perform Partner’s obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use AAAeCommerce’s Trademarks only as permitted hereunder; (b) it will use the AAAeCommerce Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by AAAeCommerce in writing from time to time, including but not limited to the AAAeCommerce Trademark Usage Guidelines; (c) the AAAeCommerce Trademarks are and shall remain the sole property of AAAeCommerce; (d) nothing in this Agreement shall confer in Partner any right of ownership in the AAAeCommerce Trademarks and all use thereof by Partner shall inure to the benefit of AAAeCommerce; and (e) Partner shall not, now or in the future, apply for or contest the validity of any AAAeCommerce Trademarks; and (f) Partner shall not, now or in the future, apply for or use any term or mark confusingly similar to any AAAeCommerce Trademarks. Restrictions on Partner’s Use of the AAAeCommerce Trademarks Notwithstanding Section 5.2, Partners shall not use any AAAeCommerce Trademark including but not limited to the shopping bag logo or word mark AAAeCommerce or variations of the word “AAAeCommerce” in Partner’s business name, logo, products or services, including without limitation, the name or design of any Application or Theme, unless granted express written permission by AAAeCommerce in advance of such use. Proprietary Rights of AAAeCommerce As between Partner and AAAeCommerce, the AAAeCommerce Creative, AAAeCommerce Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Partners and Partners, the Services, the AAAeCommerce API, Merchant Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of AAAeCommerce and/or AAAeCommerce Related Entities or otherwise related to the Service, AAAeCommerce Partner Program, AAAeCommerce and/or AAAeCommerce Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “AAAeCommerce Property”) shall be and remain the sole and exclusive property of AAAeCommerce. To the extent, if any, that ownership of any AAAeCommerce Property does not automatically vest in AAAeCommerce by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to AAAeCommerce, upon the creation thereof, all rights, title and interest Partner may have in and to such AAAeCommerce Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof. Confidentiality “Confidential Information” shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between AAAeCommerce and Partner, Merchant Data and Customer Data is the Confidential Information of AAAeCommerce. Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement. Disclaimer of warranty The AAAeCommerce Partner Program, the AAAeCommerce Trademarks, the AAAeCommerce Creative, and the AAAeCommerce API (including without limitation the Sales Channel SDK and the AAAeCommerce Billing API) are provided “as-is”. AAAeCommerce makes no warranties hereunder, and AAAeCommerce expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, AAAeCommerce further disclaims all representations and warranties, express or implied, that the Service, the AAAeCommerce API, the AAAeCommerce Trademarks, the AAAeCommerce Creative, or the AAAeCommerce API (including without limitation the Sales Channel SDK and the AAAeCommerce Billing API) satisfy all of Partner’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components. Limitation of Liability and Indemnification Limitation of Liability AAAeCommerce shall have no liability with respect to the AAAeCommerce Partner Program, the AAAeCommerce API, the AAAeCommerce Trademarks, the AAAeCommerce Creative or AAAeCommerce’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the AAAeCommerce API, the AAAeCommerce Trademarks, the AAAeCommerce Creative, or Partner’s participation or inability to participate in the AAAeCommerce Partner Program, the Experts program, or the Plus Partner Program even if AAAeCommerce has been advised of the possibility of such damages. In any event, AAAeCommerce’s liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by AAAeCommerce during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Merchant and a Partner is strictly between the Merchant and the Partner, and AAAeCommerce is not obligated to intervene in any dispute arising between the Merchant and the Partner. Under no circumstances shall AAAeCommerce be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant. These limitations shall apply even if AAAeCommerce has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law. Partner Indemnification Partner agrees to indemnify, defend and hold harmless AAAeCommerce and any AAAeCommerce Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to AAAeCommerce and AAAeCommerce Related Entities granted by Partner to any Merchant, prospective Partner or other third party; (d) Partner’s use of the AAAeCommerce API, (including without limitation the Sales Channel SDK and AAAeCommerce Billing API); (e) Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Partner’s products or services, including without limitation any Application, Theme, or Channel Platform infringes the intellectual property or other rights of a third party; (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Theme or Channel Platform; and (h) Partner’s relationship with any Merchant. Notice of Indemnification In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party. Non-exclusive remedies In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to AAAeCommerce under this Agreement and under applicable law, AAAeCommerce shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by AAAeCommerce in connection with such violation, in accordance with the provisions of this Section 8. General provisions Force Majeure If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder. Independent Contractors The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party. Non-Exclusivity Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations. Notice Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to legal@Aitrillion.com; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for AAAeCommerce Inc,144, Burgundy Hill LN, Middletown, CT 06457. No Waiver The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party. Entire Agreement This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing. Assignment All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. AAAeCommerce shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder to any third party without AAAeCommerce’s prior written consent, to be given or withheld in AAAeCommerce’s sole discretion. Applicable Laws This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with this Agreement. Patent Non-Assertion Partner and its affiliates covenant not to assert patent infringement claims against AAAeCommerce, AAAeCommerce Related Entities, or AAAeCommerce products and services. Competitive or Similar Materials AAAeCommerce is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, including without limitation any Application or Theme, regardless of their similarity to Partner’s products or services, provided that AAAeCommerce does not use Partner’s Confidential Information in so doing. Feedback If Partner provides any feedback (including identifying potential errors and improvements) to AAAeCommerce concerning the Partner Program, the AAAeCommerce API, the AAAeCommerce Creative or any aspects of the Service (“Feedback”), Partner hereby assigns to AAAeCommerce all right, title, and interest in and to the Feedback, and AAAeCommerce is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program, AAAeCommerce API, the AAAeCommerce Creative and/or the Service and to create other products and services. AAAeCommerce will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary. Revenue Sharing Plans for Referral Partners The “Reference Plan” is a revenue sharing plan applicable to Partners that introduce AAAeCommerce to a Referred Merchant through a Development Store associated with the Referral Partner’s Partner Dashboard. Under the Reference Plan, a Partner is entitled to a percentage of certain revenue received from such Referred Merchant, to be determined by AAAeCommerce in its sole discretion, with AAAeCommerce being entitled to the remaining percentage. In order to continue receiving revenue share for the Merchants referred under the Reference Plan, Partner must carry out at least one Revenue Generating Activity in each consecutive 12-month period. A description of the current revenue share percentages applicable to Partners, amounts eligible to be included in the Partner’s revenue share, and a description of current Revenue Generating Activities will be provided to individual partners on acceptance to the program & is subject to change anytime. AAAeCommerce reserves the right to revise the revenue share applicable to the Reference Plan, and any ongoing obligations to receive revenue share (including required Revenue Generating Activities) from time to time, at its sole discretion, upon reasonable prior notice to Partner. Such notice will be provided by email, posting a notice on the AAAeCommerce blog, and/or in the Partner Dashboard. Responsibilities Referral Partners will use their best efforts to (i) promote and market AAAeCommerce, and (ii) identify for AAAeCommerce prospective Referred Merchants. Unauthorized and Prohibited Activities A Partner shall not: promote or advertise AAAeCommerce and/or AAAeCommerce Related Entities on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code; use its Affiliate Link directly in any pay-per-click advertising; purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the AAAeCommerce Trademarks and/or the names or trademarks of any AAAeCommerce Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the AAAeCommerce Trademarks or the names or trademarks of any AAAeCommerce Related Entity; create or participate in any third party networks or sub-affiliate networks without the express written permission of AAAeCommerce; use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links; use direct linking to any page on any AAAeCommerce website, without prior written permission from AAAeCommerce; or mask its referral sites or use deceptive redirecting links
