Brand Ambassador #FinePrint

Any person or entity that participates or attempts to participate in our Brand Ambassador program (the “Ambassador Program” and such person or entity, “you”, or an “Ambassador”) must accept this Brand Ambassador Program Operating Agreement (this “Agreement”) without change. By registering for or using the Ambassador Site, you agree to this Agreement. Please read this carefully.

Welcome to Traktivity’s Brand Ambassador program!

Any person or entity that participates or attempts to participate in our Brand Ambassador program (the “Ambassador Program” and such person or entity, “you”, or an “Ambassador”) must accept this Brand Ambassador Program Operating Agreement (this “Agreement”) without change. By registering for or using the Ambassador Site, you agree to this Agreement. Please read this carefully.

1. Description of the Ambassador Program

The Ambassador Program permits you to earn a commission via referral of active users to Traktivity, by placing on your site, sharing through email, social media, or other formats your unique link and referral code.

When users click through your link or use your referral code to purchase a Traktivity membership, you can receive a commission of up to 30% of active membership subscription fees, subject to processing fees. Your commission percentage is calculated each month based on the previous month’s activities, and may vary month-to-month depending on the number of active memberships tied to your unique link or referral code. You will earn the following percentages based on your monthly activity:

10% of all membership subscription fees for active subscriptions between 1 - 49

20% of all membership subscription fees for active subscriptions between 50-99

30% of all membership subscription fees for active subscriptions of 100 or more.

In order to facilitate your advertisement Traktivity’s memberships, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Ambassador Program (“Program Content").

2. Ambassador Program Compliance Requirements

You must comply with this Agreement to participate in the Ambassador Program and receive fees.

You must promptly provide us with any information that we request to verify your compliance with this Agreement. (such as your email address associated with your PayPal account, or tax information depending on the amount earned.)

If you violate this Agreement, we reserve the right to permanently withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation without further notice and without prejudice of any right of Traktivity to recover damages in excess of this amount.

3. Traktivity Customers

Our customers are not, by virtue of your participation in the Ambassador Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer subscriptions, customer service, and billing set forth on the Traktivity Site will apply to those customers and may be changed at any time as Traktivity’s sole discretion You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Traktivity, you will state that those customers must follow contact directions on the Traktivity site/app to address customer service issues.

4.Warranties

You represent, warrant, and covenant that (a) you will participate in the Ambassador Program and create, maintain, and operate your site or other places where your link/code are shared in accordance with this Agreement, (b) neither your participation in the Ambassador Program nor your creation, maintenance, or operation of your site or other places where your link/code will be shared will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a mino or otherwise legally prohibited from contracting), (d) you have independently evaluated the desirability of participating in the Ambassador Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Ambassador Program or use any other Service Offerings if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering; and (f) the information you provide in connection with the Ambassador Program is accurate and complete at all times.

We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Ambassador Program, and we will not be liable for any actions you undertake based on your expectations.

5. Identifying Yourself as an Associate

You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Traktivity may authorize your display or other use of Program Content: “As a Traktivity Brand Ambassador, I earn from qualifying purchases.” You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

6. Term and Termination

The term of this Agreement will begin upon your registration for or use of the Ambassador Site. Either party may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by contacting us at support@traktivity.com with an explicit written notice of your desire to terminate your Ambassador status. In addition, we may terminate this Agreement immediately at any time upon written notice to you for Cause. “Cause” means any of the following: (a) you are in material breach of this Agreement or you are in minor breach of this Agreement but you do not remedy it within 7 days; (b) we believe that we may face potential claims or liability in connection with your participation in the Ambassador Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Ambassador Program; (d) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (e) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, (f) we have terminated the Ambassador Program as we generally make it available to participants or (g) for any action that Traktivity deems, in it’s sole discretion, to be harmful to the product or the brand.

We may hold accrued unpaid commission fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for end of month activity reporting).

Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

7. Disclaimers

THE AMBASSADOR PROGRAM, THE TRAKTIVITY SITE AND APP, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AMBASSADOR PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AMBASSADOR PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AMBASSADOR PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitations on Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

9. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Taxes

Any taxes and related obligations relating in any way to the Ambassador Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with will be solely your responsibility.

11. Additional Provisions

We may send you emails relating to the Ambassador Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Traktivity customer clicked through a Special Link from your Site before purchase a Traktivity membership), (b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials.

Any information relating to Traktivity that we provide or make accessible to you in connection with the Ambassador Program that is not known to the general public or that reasonably should be considered to be confidential is Traktivity’s “Confidential Information” and will remain Traktivity’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.You will have no authority to make or accept any offers or representations on our behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

12. Modification

We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Ambassador Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Ambassador account. The effective date of such change will be the date specified, which other than increased Standard Program Fees and Special Program Fees will be no less than seven calendar days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE AMBASSADOR PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.