AFFILIATE PROGRAM
TERMS AND CONDITIONS

These Affiliate Program Terms and Conditions ("Terms", "Terms and Conditions" or “Agreement”) govern your (“You”, “Your” or “Licensee” ) relationship with UserWay Inc. (together with its subsidiaries, representatives, affiliates, officers, and directors, “UserWay” or “We” or “Us”or “Our”) regarding your activity as an Affiliate of UserWay Inc. Please read these Terms carefully before signing up. Your acceptance of and compliance with these Terms shall be indicated by clicking the "I Accept" or “I Agree” options. If You disagree with any part of these Terms, then you may not become an Affiliate of UserWay. In order to agree to these Terms, You need to (i) be at least 18 years old or You need to have Your parent or guardian’s consent to agree to these Terms (as per the stipulations of the United States' Children Online Privacy Protection Act (COPPA)); and (ii) have the power to enter into a binding contract with Us and not be prohibited from doing so under any applicable law.

1. DEFINITIONS.

1. “Acceptable Website Policy” means UserWay’s policy attached hereto as Exhibit II with respect to websites to which an Affiliate is allowed to offer the Services.
2. “Affiliate” is an individual or entity whose application to participate in UserWay’s Affiliate Program has been reviewed and approved by UserWay in accordance with Section 2 below.
3. “Affiliate Code” is the code assigned to Affiliate by UserWay, incorporated into the URLs defined by the Affiliate, and used to track conversions of Affiliated Leads into Qualified Agreements.
4. “Affiliate Code of Conduct” means the Affiliate Code of Conduct attached hereto as Exhibit I.
5. “Affiliate Restricted Promotional Methods”means Affiliate Restricted Promotional Methods attached hereto as Exhibit IV.
6. “Affiliated Lead” means an entity that Affiliate reasonably believes to be a candidate for the acquisition of UserWay Services, and for which Affiliate has submitted to UserWay for UserWay’s acceptance with an Affiliate Code.
7. “Approved Affiliated Lead” means an Affiliated Lead that UserWay has accepted in accordance with Section 3 below.
8. “Commission(s)” means the amount which UserWay will pay to Affiliate subject to the execution of a Qualified Agreement as such amount appears on the Platform.
9. “Services” means any or all of UserWay services, UserWay products, or services or products owned by third parties for which UserWay has the right to sell or grant a license. The Services may include (without limitation) installation, implementation, integration, training, consulting, maintenance, support and any other services which UserWay may provide to its clients.
10. “Entitlement Period” means the period of time which starts from the date an Affiliated Lead is submitted to UserWay and ends at the sooner of either (a) the date when a Qualified Agreement is expired, (b) a period of 60 days has elapsed, or (c) the moment an Affiliated Lead is rejected by UserWay.
11. “Net Proceeds” shall mean revenues generated and actually received by UserWay from any Qualified Agreement. Net Proceeds shall not include (without limitation): (i) discounts, refunds, rebates, charge backs, fees, credits or allowances, etc., (ii) credits or allowances granted upon returns or rejections, or billing corrections, and (iii) taxes (such as sales, value-added or excise taxes), tariffs, customs duties, surcharges and other governmental charges.
12. “Qualified Agreement” means an agreement that UserWay enters into with an Affiliated Lead within the Entitlement Period a result of an Affiliate-provided Approved Affiliated Lead.

2. The Affiliate

1. Once an application to become an Affiliate is submitted, it will be reviewed by UserWay. UserWay will notify the applicant of acceptance or rejection to participate in the Affiliate Program within 60 days of the application. UserWay reserves the right to request additional information from applicant during this process and/or require the applicant to complete certain requirements or certifications.
2. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement.

3. The Affiliated Leads

1. Affiliate shall promote the Services to potential Affiliated Leads in accordance with the UserWay Affiliate Code of Conduct and shall use its best endeavors to promote the Services only to Acceptable Websites. For the avoidance of doubt, UserWay shall have sole discretion whether to approve or reject any third party as an Affiliated Lead.
2. The Affiliated Lead will provide UserWay with all contact details needed in order to register and purchase Services.
   1. Within a period of fifteen (15) days of receiving the Affiliated Lead, UserWay may notify Affiliate that it will ‘reject’ an Affiliated Lead at its sole discretion.
   2. If the Affiliated Lead is accepted by UserWay, UserWay shall confirm their acceptance via the UserWay affiliate tracking system,
3. UserWay may provide Affiliates with marketing materials as it shall have available to assist Affiliate in the marketing and sale of the Services. Such materials shall be made available on the UserWay marketplace and may include Tracking Links, Banners, Email Creatives, and more.
4. Affiliate will not make any representation, will not take any commitment on behalf of UserWay and shall not have the right to bind UserWay in any manner whatsoever. In all initial contacts between Affiliate and any Approved Affiliated Lead, Affiliate will explicitly declare and represent the above said in this Section‎ 3.4.
5. It is agreed that (i) the terms and conditions upon which UserWay may enter into an agreement with any Affiliated Lead shall be subject to UserWay’s sole discretion and approval; and (ii) nothing herein shall be interpreted as requiring UserWay to enter into an agreement with any Affiliated Lead.
6. Affiliate acknowledges that nothing herein shall be deemed to impose any restriction or limitation on UserWay’s activities or business endeavors in any manner, time, or place including, without limitation: (i) UserWay’s right to enter into representation agreements with third parties with regard to identifying and finding potential clients and (ii) UserWay's right to negotiate directly with potential clients and Approved Affiliated Lead.
7. Affiliate acknowledges that UserWay uses a third-party tracking system for the management of its Affiliates and Affiliate Leads (the “Platform” ). The Parties shall attempt to resolve any dispute in connection with the Platform or information uploaded thereto in good faith, however in case of an unresolved dispute, the determination on such tracking system shall be final and Affiliate hereby waives any claim or demand with respect thereto. The Parties agree that UserWay shall not be responsible for any failure of mistake which arises from the Platform.

4. The Consideration

1. Commission(s)
   1. In the event that UserWay enters into a Qualified Agreement, Affiliate will be entitled to the "Commission(s)" calculated based on Net Proceeds of the Services sold to the Approved Affiliated Lead from the date of the execution of such Qualified Agreement and until 12 months after such execution.
   2. The Commission rate will be determined by the affiliate manager for each Qualified Agreement.
   3. Until otherwise agreed upon by the Parties, the Commission will be paid by UserWay 30 days after the funds are received from the Approved Affiliated Lead. Please take notice that an invoice will only be created if the Commission owed to Affiliate is $100 or more. A tax receipt will be provided, and any required tax withholding will be applied.
   4. The Commission will be calculated based on Net Proceeds. It is agreed that no Commission will be paid on (i) subscription fees subject to termination for convenience clauses or refunds (such fees will be counted for the Commission only when the termination or refund is no longer in effect), (ii) fees that the Approved Affiliated Lead has previously committed to pay to UserWay, (iii) set up fees and other non-recurring fees, (iv) subscription fees which cannot be recognized by UserWay in accordance with its revenue recognition policy, and (v) fees paid for pilot, evaluation period or opt-out period.
   5. Affiliate shall bear and pay all taxes in connection with this Agreement and the Commission. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Affiliate, UserWay may withhold said tax at the rate set forth in the certification issued by the appropriate taxing authority and provided to UserWay by Affiliate, or in the absence of such certification, at the rate determined by law.
   6. The Affiliate is responsible for providing accurate and up-to-date contact and payment information to UserWay for the purpose of receiving Commission payments.
   7. The Commission rate may be subject to change at any time upon written notice by UserWay to the Affiliate.
   8. UserWay reserves the right to terminate this Agreement for any violations of the terms and conditions of this Commission structure.
2. In the event that the Entitlement Period is exceeded and UserWay does not enter into a Qualified Agreement with such Approved Affiliated Lead, then the Approved Affiliated Lead shall automatically be disqualified as an Approved Affiliated Lead or Affiliated Lead, and Affiliate shall not be entitled to any consideration with respect to such formerly Affiliated Lead.
3. In the event that an Approved Affiliated Lead cancels, is refunded, or is charged back for Services, the associated Commission that was disbursed to Affiliate will be credited back to UserWay.
4. The consideration detailed in this Section ‎3 is final and absolute, and Affiliate shall not be entitled to any additional compensation and/or expenses, unless otherwise agreed upon by the Parties in writing.

5. Term and Termination

1. This Agreement shall be in effect for a period of twelve (12) months as of the Effective Date (the “Initial Term”), unless terminated earlier in accordance with this Agreement.
2. This Agreement may be terminated without cause, by either party pursuant to the delivery of a three (3) days prior written notice, provided that a termination without cause shall be without prejudice to Affiliate's entitlement to the Commission in accordance with Section 2 above.
3. However, in the event that this agreement is terminated as “Termination for Cause” (as defined below), UserWay shall be entitled to immediately terminate this Agreement without prior written notice and without prejudice to its other rights and remedies. In this case, Affiliate will not be entitled to any Commission whatsoever. “Termination for Cause” shall mean termination by UserWay in the event that Affiliate: (i) has breached any one of the following Sections: 1.1, 1.5, 1.9, 5 or any of the exhibits attached to this Agreement; (ii) has been involved in any one of the following activities in connection with UserWay (including but not limited to): procurement of fraudulent traffic, incentivized traffic, "Win" campaign traffic, Adult traffic, Cashback site traffic, Brand bidding on search traffic, has violated UserWay’s Code of Conduct and/or Restricted Promotional Methods or any other similar activity which may be listed on the UserWay Platform as updated from time to time by UserWay (in its discretion).
4. Except in the event of Termination for Cause, the obligations set forth in Section 4 (The Consideration)shall survive any termination of this Agreement for the applicable duration provided therein.

6. Confidentiality; Intellectual Property Rights

1. UserWay shall exclusively retain all intellectual property rights arising from or in connection with the Services. All information disclosed to Affiliate in connection with this Agreement is and shall remain the sole property of UserWay. Disclosure of any information to Affiliate shall in no way serve to create, on the part of Affiliate, a license to use or any other right in the disclosed information, except such rights as are explicitly provided in this Agreement. The Parties agree that the NDA attached hereto as Exhibit III, shall apply, mutatis mutandis, to all information disclosed under this Agreement to Affiliate.
2. Affiliate undertakes not to disclose any information or data regarding UserWay, its products, technology, or business to any potential client, Affiliated Lead or any other third party, unless explicitly permitted to do so by UserWay per the terms of this Agreement. Any information permitted by UserWay for disclosure shall only be disclosed by Affiliate in a manner specifically determined by UserWay.
3. UserWay makes no representation or warranty as to accuracy, completeness, condition, suitability, or performance of any information disclosed to Affiliate, and UserWay shall have no liability whatsoever towards Affiliate resulting from its use of such information, provided however that UserWay shall not knowingly make any false representation.
4. This Section 6 shall survive any termination and/or expiration of this Agreement for whatever reason.

7. Indemnification.
Affiliate agrees to indemnify and hold UserWay, its affiliates, directors, officers, consultants and employees harmless from and against any claims, damages, losses or expenses (including reasonable attorney’s fees) incurred by any of the same which is caused by, arising out of or relating to (i) the performance of Affiliated Leads under this Agreement by Affiliate or any of its employees, subcontractors, consultants, Affiliates; (ii) any of Affiliate 's actions which exceed its authority under this Agreement; and (iii) its conduct toward third parties in connection with the fulfillment of its obligations hereunder.

8. Miscellaneous.

1. Upon conversion of Approved Affiliated Lead to customer, UserWay shall have the right to communicate and negotiate directly with said Affiliated Lead in all future transactions and dealings without involvement fromAffiliate.
2. It is agreed upon and declared that in binding oneself with UserWay, Affiliate is working as an independent contractor who is not dependent of UserWay and there shall not be any employer-employee relations, joint venture, franchise, agency or any other similar relationship between UserWay and Affiliate.
3. The captions of sections of this Agreement are for reference only and will not affect the interpretation or construction of this Agreement. This Agreement and its Exhibits set forth the entire agreement and understanding of the parties relating to the subject matter of this Agreement and merges all prior discussions between them. No modification of or amendment to this Agreement shall be effective unless made in writing and signed by duly authorized Affiliates of both Parties.
4. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated and the parties will negotiate in good faith a substitute provision which most nearly effects the parties’ intent in entering into this Agreement.
5. This Agreement shall be governed by and subject to the laws of the State of Delaware, USA, without regard to any provisions therein relating to conflict of law. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, shall be finally and exclusively settled by the competent courts of the State of Delaware.
6. No Party shall be deemed to have waived any provision of this Agreement unless it expressly does so in writing and signs a waiver with respect thereto.
7. UserWay may assign this Agreement. Affiliate may not sell, assign, transfer or otherwise convey its rights or obligations under the Agreement without the prior written approval of UserWay.
8. Any message to either party delivered to the addresses above shall be deemed to have been received by the other party within seventy-two (72) hours from the time it was sent in registered mail. If the message was sent by electronic mail, it shall be deemed to have been received within one business day from the time it was sent, provided the other side has actually confirmed its reception.
9. This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

Exhibit I
AFFILIATE CODE OF CONDUCT

The following is the “Code of Conduct” for UserWay Affiliate.

Proper Product RepresentationYour success as an affiliate is rooted in the continued enjoyment of our solutions by the customers you introduce to us. In order to create lasting partnerships and sustainable income, it’s in your best interest to ensure that the customers you bring to UserWay are well-qualified, accurately informed, and genuinely benefitting from the product.
Materials promoting UserWay will represent our solutions accurately. Refrain from making promises to the customer that you don’t know our company will be able to fulfill or speaking negatively of the competition. Our goal is always to explain why we are better, not why other products are bad. Remember, you are representing UserWay when selling our solutions.

UserWay Time and Resources
Our Sales Affiliate program promotes ownership of the sales process as a way to earn Commission for your promotion of our product. Our staff is here to support you and ensure you have all the resources you need to see the sales process through from beginning to end. For the sake of our customers and our Affiliates, it is important that we protect our staff’s time. Excessive dependence on our staff to assist you in making Team Suite sales does not constitute a successful Sales Affiliate experience

Professionalism
Conduct yourself in a professional manner while representing UserWay and while using UserWay products. Inappropriate material and conduct will not be tolerated.

Activity not aligned with our Code of Conduct may result in actions up to and including termination of your status as an Affiliate.

Exhibit II
ACCEPTABLE WEBSITE POLICY

UserWay, in its mission to bring accessibility to all, conducts business in a manner that reflects favourably at all times on its good name, goodwill, and reputation, and so does not agree to be hosted in any identifiable way on inappropriate websites.
Inappropriate websites are defined as websites belonging to the following website categories:

• Adult Sexually Explicit: This category includes sites for adult products including sex toys, CD-ROMs, and videos; child pornography and paedophilia (including the IWF list); adult services including video-conferencing, escort services, and strip clubs; erotic stories and textual descriptions of sexual acts; explicit cartoons and animation; online groups, including newsgroups and forums that are sexually explicit in nature; sexually-oriented or erotic sites with full or partial nudity; depictions or images of sexual acts, including with animals or inanimate objects used in a sexual manner; sexually exploitive or sexually violent text or graphics; bondage, fetishes, genital piercing; naturist sites that feature nudity; and erotic or fetish photography that depicts nudity. Note: this category does not include sites regarding sexual health, breast cancer, or sexually transmitted diseases (except those with graphic examples).
• Criminal Activity: This category includes sites for advocating, instructing, or giving advice on performing illegal acts; tips on evading law enforcement; and lock-picking and burglary techniques.
• Gambling: This category includes sites of online gambling or lottery websites that invite the use of real or virtual money; information or advice for placing wagers, participating in lotteries, gambling, or running numbers; virtual casinos and offshore gambling ventures; sports picks and betting pools; and virtual sports and fantasy leagues that offer large rewards or request significant wagers.
• Hacking: This category includes sites for the promotion, instruction, or advice on the questionable or illegal use of equipment and software for purpose of hacking passwords, creating viruses, gaining access to other computers and computerized communication systems; sites that provide instruction or work-arounds for filtering software; cracked software and information sites; warez; pirated software and multimedia download sites; and computer crime sites. Note: This category does not include sites for the advanced instruction in preventing such hacks, which may need to detail exploits for the sole purpose of avoiding their occurrence and mitigating against them, often called 'white hat hacking' or 'ethical hacking.'
• Illegal Drugs: This category includes sites for recipes, instructions or kits for manufacturing or growing illicit substances for purposes other than industrial usage; glamorizing, encouraging, or instructing on the use of or masking the use of alcohol, tobacco, illegal drugs, or other substances that are illegal to minors; information on "legal highs", including glue sniffing, misuse of prescription drugs, or abuse of other legal substances; distributing illegal drugs free or for a charge; and displaying, selling, or detailing the use of drug paraphernalia.
• Intolerance and Hate: This category includes sites that advocate or incite degradation or attack of specified populations or institutions based on associations such as religion, race, nationality, gender, age, disability, or sexual orientation; sites that promote a political or social agenda that is supremacist in nature and exclusionary of others based on their race, religion, nationality, gender, age, disability, or sexual orientation; holocaust revisionist or denial sites and other revisionist sites that encourage hate; coercion or recruitment for membership in a gang or cult (Details: A gang is defined as a group whose primary activities are the Commission of felonious criminal acts, which has a common name or identifying sign or symbol, and whose members individually or collectively engage in criminal activity in the name of the group. A cult is defined as a group whose followers have been deceptively and manipulatively recruited and retained through undue influence such that followers' personalities and behavior are altered; a group in which leadership is all-powerful, ideology is totalistic, and the will of the individual is subordinate to the group; and a group that sets itself outside of society.); militancy and extremist sites; and flagrantly insensitive or offensive material, including those with a lack of recognition or respect for opposing opinions and beliefs. Note: We do not include news, historical, or press incidents that may include the above criteria (except in graphic examples).
• Phishing and Fraud: This category includes sites involved in phishing and telephone scams, service theft advice sites, and plagiarism and cheating sites, including the sale of research papers.
• Spam URLs: This category includes URLs found in spam, particularly on these topics: computing, finance and stocks, entertainment, games, health and medicine, humor and novelties, personal and dating, products and services, shopping, and travel.
• Spyware: This category includes sites that provide or promote information gathering or tracking that is unknown to, or done without the explicit consent of, the end user or the organization, including sites that carry malicious executables or viruses, third party monitoring, and other unsolicited commercial software, spyware, and malware "phone home" destinations.
• Tasteless and Offensive: This category includes sites that feature offensive or violent language, including through jokes, comics, or satire, and excessive use of profanity or obscene gesticulation.
• Violence: This category includes sites portraying, describing or advocating physical assault against humans, animals, or institutions; depicting torture, mutilation, gore, or horrific death; advocating, encouraging, or depicting self-endangerment, or suicide, including through eating disorders or addictions; instructions, recipes, or kits for making bombs or other harmful or destructive devices; sites promoting terrorism; and excessively violent sports or games, including videos and online games.
• Weapons: This category includes sites with online purchasing or ordering information, including lists of prices and dealer locations; any page or site predominantly containing, or providing links to, content related to the sale of guns, weapons, ammunition or poisonous substances; displaying or detailing the use of guns, weapons, ammunition or poisonous substances; and clubs which offer training on machine guns, automatics, other assault weapons, and sniper training.

EXHIBIT III

NDA: Non-Disclosure Agreement

Affiliate understands and acknowledges that UserWay has disclosed or may disclose information relating to its business or operations, which to the extent previously, presently, or subsequently disclosed to Affiliate is hereinafter referred to as "Proprietary Information" of UserWay.

OPERATIVE PROVISIONS

1. In consideration of the disclosure of Proprietary Information by UserWay, Affiliate hereby agrees: (i) to hold the Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions Affiliate employs with respect to its own confidential materials), (ii) not to disclose any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except to evaluate internally its relationship with UserWay, and (iv) not to copy or reverse engineer any such Proprietary Information. Affiliate shall procure that its employees, agents and sub-contractors to whom Proprietary Information is disclosed or who have access to Proprietary Information sign a nondisclosure or similar agreement in content substantially similar to this Agreement, and shall remain liable for any breach of the non-disclosure undertakings herein contained by such employees, agents and sub-contractors.
2. Without granting any right or license, UserWay agrees that the foregoing shall not apply with respect to any information after three years following the disclosure thereof or any information that Affiliate can document (i) is or becomes (through no improper action or inaction by Affiliate or any affiliate, agent, consultant or employee) generally available to the public, or (ii) was in its possession or known by it prior to receipt from UserWay as evidenced in writing, except to the extent that such information was unlawfully appropriated, or (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of any Proprietary Information of UserWay. Affiliate may make disclosures required by law or court order provided Affiliate uses diligent reasonable efforts to limit disclosure and has allowed UserWay to seek a protective order.
3. Immediately upon the written request by UserWay at any time, Affiliate will return to UserWay all Proprietary Information and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof, save that where such Proprietary Information is a form incapable of return or has been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.
4. Affiliate understands that nothing herein (i) grants the Affiliate with any rights or license with respect to the Proprietary Information, (ii) requires the disclosure of any Proprietary Information or (iii) requires UserWay to proceed with any transaction or relationship.
5. Each party further acknowledges and confirms to the other party that no representation or warranty, express or implied, is or will be made, and no responsibility or liability is or will be accepted by either party, or by any of its respective directors, officers, employees, agents or advisers, as to, or in relation to, the accuracy of completeness of any Proprietary Information made available to the other party or its advisers; it is responsible for making its own evaluation of such Proprietary Information.
6. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity, nor enforceability of the remainder of this Agreement shall be affected. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.

Exhibit IV

Restricted Promotional Methods.

The Affiliate shall not engage in any methods of obtaining traffic that are not approved in advance by UserWay. Such methods include, but are not limited to, the use of incentive programs, adult traffic, cashback, proxy traffic, paid search, no brand bidding, no pop up traffic, email campaigns need to pre approve or other forms of electronic communication, and without UserWay's prior written approval.

The Affiliate shall not direct traffic from promotional content or links served by ad networks or their agents directly to UserWay's sites and services without UserWay's prior approval. UserWay reserves the right to monitor the Affiliate's use of paid traffic sources, and any use that is deemed to be in violation of this Agreement may result in termination of the Agreement.

The Affiliate's promotional methods may not directly or indirectly offer any reward or incentive for any Affiliate Lead without UserWay's prior written approval. Any subsequent change to an approved incentive program also requires UserWay's prior written approval.

The Affiliate shall not promote UserWay's sites and content using email or other forms of electronic communication (for example, SMS, instant messaging, or IRC) without UserWay's prior written approval. If the Affiliate is permitted to use such electronic communications, they must comply with the requirements of Applicable Law, such as the CAN-SPAM Act of 2003 as in effect at any given time. UserWay's or advertiser's name may not appear in the “from” line of the message.

UserWay reserves the right to terminate this Agreement for any violations of this Clause on restricted methods of obtaining traffic.

Any other methods of obtaining traffic not specified in this Clause require UserWay's prior written approval.