AFFILIATE MARKETING PROGRAM AGREEMENT

This Affiliate Marketing Program Agreement (the “Agreement”) is a contract between you (“Affiliate”) and us, Samplize, Corp. (“Samplize”). This Agreement sets forth the terms and conditions of your participation in Samplize’s Affiliate Marketing Program (the “Program”).

You agree to the terms of this Agreement when you submit an application to join the Program and by participating in the Program.  Samplize reserves the right to modify the terms of this Agreement at any time, provided, however, that we will notify you of any material changes to this Agreement by email, a notice posted on our website, or otherwise through a notification on our platform. If you do not agree to the changes to this Agreement, your sole remedy is to terminate this Agreement.

A.    Enrollment and Eligibility. You must be at least 18 years of age and complete a program application to enroll in the Program. Samplize may reach out to you for additional information and we may require you to make certain certifications prior to accepting you into the Program. Samplize reserves the right to reject any application for any reason at any time in its sole discretion.

B.    Program Participation. If you are accepted and choose to participate in the Program, you may use graphic and text links that Samplize provides in order to identify you as an affiliate in the Program (“Affiliate Link”). You agree to cooperate with Samplize to maintain and update Affiliate Links as needed. You may be required to show where you are promoting Samplize in order to receive a payout. Your participation in the Program is subject to the terms of this Agreement and any other policies that Samplize may provide to you. You may be banned from promoting Samplize, participating in the Program, and/or receiving a payout if you violate the terms of this Agreement or any Samplize policies.

C.     Prohibitions. You agree not to do any of the following in connection with your participation in the Program:

1.     Use cookie stuffing techniques or otherwise link to Samplize without the website user’s knowledge or awareness;

2.     Promote Samplize via coupon websites or paid ads that link or drive traffic directly to Samplize’s website, provided, however, that you may promote Samplize on your own website and drive traffic via paid ads to your website; or

3.     Offer any refunds, credits, or discounts on Samplize products, except as may be expressly authorized by Samplize in writing from time to time.

4.     Use Samplize’s trademarks or other intellectual property without Samplize’s prior express written permission, use Samplize’s name or any variation thereof in a domain name or subdomain, or act in any way that could cause confusion over the source of Samplize’s products or your association with Samplize.

5.     Bid on keywords comprising or including Samplize’s name or trademark.

Any violation of this section will be considered a material breach of this Agreement and may result in your termination from the Program.

D.    Qualified purchases. Samplize will pay you a commission for qualified purchases (“Commission”) made during the term of this Agreement by a customer referred to Samplize from you through the Affiliate Link subject to the following conditions as determined in each case by Samplize in its sole discretion (“Qualified Purchase”):

1.     The referred customer is a new customer who has not previously purchased anything from Samplize or any of its affiliated entities;

2.     The purchase was not made by you or your immediate family member or anyone living in the same household as you;

3.     The purchase by the referred customer did not occur prior to you joining the Program;

4.     The purchase was not the result of fraud or misleading or deceptive practices.

5.     The purchase did not result from a violation of any terms of this Agreement including any of the provisions in Section C above;

6.     The purchase was made within 30 days of when the customer first clicked the Affiliate Link; and

7.     The purchase was successfully processed with a valid payment method.

E.     Commission Payments.

1.     Samplize pays Commission on Qualified Purchases based on sales volume (net of any applicable taxes and shipping) on a monthly basis as follows:

                                 i.     <$10,000.00:  12%

                                ii.     $10,000.00-$29,999.00:  14%

                               iii.     $29,999.00-$49,999.00:  16%

                               iv.     >$49,999.00:  18%

2.     Samplize does not require a minimum threshold amount for an Affiliate to receive a Commission. However, Commission will not accrue to you until you provide (i) any necessary tax documentation as may be required by Samplize and (ii) an active payment account for payment processing as specified by Samplize.

3.     Samplize will not pay Commission on any referrals that do not meet the conditions of a Qualified Purchase or that violates any terms of this Agreement as determined by Samplize in its sole discretion. Samplize also reserves the right to withhold or suspend Commission payments if it reasonably suspects a violation of the terms of this Agreement.

4.     Commissions will be processed on the 10th day of every month, unless otherwise communicated to you.

F.     Term and Termination. The term of this Agreement commences when you submit an application to participate in the Program and ends when either party terminates this Agreement by providing written notice to the other party. Either party may terminate this Agreement at any time with or without cause.

G.    Representations and Warranties. You represent, warrant and covenant that:

1.     You have the authority to enter into this Agreement and your participation in the Program will not violate any applicable law, rule, order, judgment, decree, contract or other obligation to which you are subject.

2.     You will comply with all applicable laws and regulations, including without limitation, advertising, marketing and consumer protection laws of the Federal Trade Commission (FTC), which require that material connections between advertisers and endorsers be disclosed, and applicable data privacy laws, including with respect to the notification, collection, storage, processing, use, and disclosure of personal information under applicable U.S. federal, state and foreign laws.

3.     You will not infringe, violate, or misappropriate any third party rights, including any intellectual or proprietary rights.

H.    Confidentiality. “Confidential Information” means any and all confidential and proprietary information of Samplize, including the pricing and other terms of this Agreement, and any software programs, source code, customer lists, business and contractual relationships or plans that Samplize may share with you from time to time. The term “Confidential Information” will not include any Information that (a) is or becomes generally available to the public other than as a result of an unauthorized disclosure by you or someone authorized by you, (b) becomes available to you on a non-confidential basis from a source other than Samplize, provided that such source is not prohibited from disclosing such information, (c) was in your possession prior to disclosure by Samplize, or (d) is independently developed by you without use of any of Samplize’s Confidential Information. You will not use Confidential Information for any purpose outside of the scope of this Agreement. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by law, regulation or valid court order, provided that you give Samplize reasonable prior written notice of the disclosure of any such information unless you are legally prohibited from doing so.

I.      Trademarks. The Samplize name and logo are trademarks of Samplize. Nothing in this Agreement shall be construed as granting by implication, estoppel, or otherwise, any license or right to use Samplize’s name, logos, trademarks, or other intellectual property, except as expressly provided in this Agreement or by obtaining Samplize’s prior written permission. Any use of Samplize’s name, logos or trademarks shall be in compliance with any branding guidelines provided by Samplize.

J.      Indemnification. You agree to indemnify and hold harmless Samplize and its parent, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, and members from and against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs and expenses, including reasonable attorneys’ fees, that arise from your content, including your website, your breach of this Agreement, including any breach of a representation or warranty made by you under this Agreement.

K.     Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT EXCEED $100.00 USD, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT WILL WE HAVE ANY LIABILITY WHATSOEVER ASSOCIATED WITH ERRORS OR MISREPRESENTATIONS IN ANY INFORMATION OR CONTENT YOU PROVIDE. FURTHER, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL,

L.     Disclaimer. WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY AFFILIATE LINKS, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF SAMPLIZE’S WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR ANY CONSEQUENCES ATTRIBUTABLE TO ANY INTERRUPTIONS OR ERRORS.

M.   Governing Law and Arbitration. This Agreement will be governed by the laws of the State of New York without regard to its conflicts of law provisions. You agree that in the event of a dispute that cannot be resolved between us, such dispute will be resolved by binding arbitration. You agree to submit to the exclusive jurisdiction of the American Arbitration Association (“AAA”) for any dispute arising out of this Agreement or the Program. The arbitration will be conducted before a single arbitrator and will be held at an AAA location in New York, New York. ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

N.    Miscellaneous. You may not assign this Agreement, by operation of law or otherwise without Samplize’s express prior written consent. Samplize may assign this Agreement (i) to an affiliate that directly or indirectly controls us, is controlled by, us, or is under common control with us, or (ii) in the event of a transfer of all or substantially all of our capital stock or assets, whether through purchase, merger, consolidation or otherwise. Subject to the foregoing, all terms of this Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement supersedes any and all prior and contemporaneous communications (oral or written) between the parties and constitutes the entire agreement between the parties pertaining to its subject matter. If any provision of this Agreement is held invalid or unenforceable, it will be severable, and the remainder of this Agreement will not be affected. No modification or waiver of the terms of this Agreement will be binding on either party unless made in a signed writing. Our failure to enforce any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Our relationship hereunder is that of independent contractors, and nothing herein will constitute or create a general agency, joint venture, partnership, employee relationship or franchise between us. 

Last modified June 13, 2022.