Affiliate Agreement

As an authorized affiliate ("Affiliate") of ShopPad Inc. ("ShopPad"), you agree to abide by the terms and conditions contained in this Agreement ("Agreement"). Please read the entire Agreement carefully before registering and promoting ShopPad as an Affiliate. By signing up for the ShopPad Affiliate Program ("Program"), you indicate your acceptance of this Agreement and its terms and conditions.

1. Description of Affiliate Program
The Program enables participants to introduce ShopPad's products and services (the "Services") to their customers, members or others ("Prospects") and refer them to ShopPad. ShopPad reserves the right in its sole discretion to accept or decline your application to participate in the Program and impose any conditions or limitations on your participation in the Program. You acknowledge that ShopPad markets the Services directly and works with other affiliates to market the ShopPad Services, and as such your participation in the Program is on a non-exclusive basis. Affiliate shall bear all of its own costs and expenses in connection with the Program(s) unless otherwise expressly agreed to in writing by ShopPad.

ShopPad will use commercially reasonable efforts to uphold its obligations as set forth in the specific terms of the Program(s) in which Affiliate participates.

2. Fees and Payments
Subject to: (i) your compliance with this Agreement, and (ii) the revenue sharing plan associated with your activities pursuant to the Program, you shall be entitled to receive certain fees ("Fees") from ShopPad described below. ShopPad, at its sole discretion, may change the revenue sharing plan or associated Fees.

2.1 Revenue Sharing Plan
ShopPad will pay you Fees for introductions that result in a Prospect subscribing for Services. If a Prospect subscribes for Services within sixty (60) days following your Introduction, ShopPad will pay you Fees equal to ten percent (10%) of the recurring subscription fees actually paid by the Prospect for the first twelve (12) months of the Prospect's subscription as identified in writing between you and ShopPad, except: (i) you will not receive Fees for a Prospect until after expiration of any opt-out period, if applicable; (ii) ShopPad will not pay any Fees for Prospects with whom ShopPad has an existing relationship or within 60 days prior to the Introduction requested a demo or free trial or was introduced to ShopPad by another affiliate; and (iii) overage fees, unit fees, usage fees, custom consulting, and professional services shall be excluded from the Revenue Sharing Plan and no Fees will be due. ShopPad reserves the right to (i) demand and receive information from you about Prospect, including but not limited to information with respect to traffic any sources and methods used to acquire the Prospect, and to (ii) assess the legitimacy and qualification of such Prospect for the purposes of determining whether a Fee is payable for such Prospect.

2.2 Payment
ShopPad distributes Fees owed to its Affiliates within 30 days following the end of each calendar month (a "Payment Period"). If the Fees owed to you are less than USD $100 at the end of any Payment Period, ShopPad may withhold payment of Fees until the end of the next Payment Period in which the balance of unpaid Fees owed to you are USD $100 or more. 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, ShopPad shall not be responsible to pay any Fees:

A. Related to revenues that have been refunded to Prospects by ShopPad;
B. For a Prospect owned in whole or in part by an Affiliate;
C. Related to fraudulent sales;
D. Related to revenues that have been subject to chargebacks;
E. To Affiliates who are employed by or who are contractors of ShopPad.

3. Trademarks and Other Intellectual Property
During the term of this Agreement, each party grants to the other party a limited, non-exclusive, non-transferable, revocable right to display its marks and logos solely to market and promote the relationship contemplated by this Agreement. In addition, ShopPad may use the marks in connection with search engines for marketing purposes. Either party may revoke the foregoing license at any time by giving the other party written notice. Unless revoked sooner in accordance with the immediately preceding sentence, the foregoing license terminates automatically upon the expiration or termination of this Agreement. Each party acknowledges and agrees that: (a) it will use the other party's marks and logos in a lawful manner and only as permitted hereunder; (b) it will use the other party's marks and logos in strict compliance with all formats, guidelines, standards and other requirements prescribed by such other party in writing; (c) the other party's marks and logos are and shall remain the sole property of such other party (or its licensors); and (d) nothing in this Agreement confers in it any right of ownership in any marks or logos of the other party and all use thereof inures to the benefit of such other party (or its licensors). Except as otherwise expressly provided in the applicable Exhibit, all software, web sites, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, information or materials and any additional intellectual or other property developed by or on behalf of a party in connection with the Program(s), together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights contained therein shall, as between ShopPad and Affiliate, be and remain the sole and exclusive property of the party for which they were developed.

4. Confidentiality
Each party agrees to keep confidential all technical, product, business, financial, and other information regarding the business of the other party ("Confidential Information"), including but not limited to research and development, computer programs, source code, documentation, marketing plans, customer identity, and business methods.

The receiving party shall take all reasonable measures to preserve the confidentiality and avoid the disclosure of the disclosing party's Confidential Information. Such reasonable measures shall be no less than those procedures and controls the receiving party employs to protect its own confidential information of like importance.

The receiving party agrees that its covenant not to disclose or use the disclosing party's Confidential Information shall not apply to any information that: (i) is, or at any time becomes a part of the public domain through no act or omission of the receiving party; (ii) is independently discovered or developed by the receiving party without use of the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without any obligation of confidentiality; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party.

The receiving party shall not be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government provided that notice is promptly given to the disclosing party so that a protective order may be sought and other efforts employed to minimize the required disclosure. The receiving party shall cooperate with the disclosing party in seeking the protective order and engaging in such other efforts.

The receiving party acknowledges that the disclosing party shall have the right to take all reasonable steps to protect its Confidential Information including, but not limited to, injunctive relief and any other remedies as may be available at law or in equity in the event the receiving party does not fulfill its obligations under this Agreement.

Confidential Information shall at all times remain the property of the disclosing party. Nothing in this Agreement shall be construed as conveying to the receiving party: (i) any right, title, or interests in or to the disclosing party's Confidential Information or intellectual property rights associated therewith, or (ii) any license to use, sell, exploit, copy, or further develop any such Confidential Information.

Upon the disclosing party's request or upon termination of this Agreement (whichever occurs sooner), the receiving party shall promptly destroy or deliver to the disclosing party all documents, notes, or other physical embodiments of, reflecting, or derived from the Confidential Information (including any copies thereof) that are in the receiving party's possession or control.

Except as provided otherwise herein, each party shall limit its disclosure of the other party's Confidential Information to those of its officers, employees, and consultants (i) to which such disclosure is necessary for the purposes of this Agreement; and (ii) who are bound pursuant to a written agreement by confidentiality obligations with the receiving party which are no less restrictive than those set forth in this Agreement.

5. Term & Termination
The terms and conditions of the Agreement will commence on the date Affiliate is accepted to Program and continue in full force and effect for one (1) year ("Initial Term"), unless earlier terminated or canceled as set forth herein. Following each applicable Initial Term, this Agreement shall be automatically renewed for additional one year terms unless either party provides the other with written notice, no later than ninety (90) days prior to the end of the then-current term, that it does not wish to renew this Agreement (the Initial Term and all renewal terms shall be referred to herein as the "Term"). Either party may terminate this Agreement by providing the other party with 30 days prior written notice. In addition, either party may terminate this Agreement by written notice if the other party (i) commits a material breach of the Agreement or an Exhibit, which breach, if capable of being cured, is not cured within 30 days of written notice, (ii) terminates or suspends its business; (iii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iv) becomes subject to any bankruptcy or insolvency proceeding that is not rescinded within 60 days. Except as otherwise expressly provided herein upon termination (i) all rights granted to a party hereunder immediately cease, (ii) each party must promptly remove all links to one another's web sites and cease using all marketing materials, confidential information, trademarks, logos, and any other information or materials belonging to the other party or otherwise related to the Program, and (iii) each party may take any and all actions necessary to disable the other party's participation in the Program(s). Provisions which by their nature should survive termination or expiration in order to be given full effect.

6. Nonsolicitation
During the term of the Agreement and for a period of one (1) year thereafter, Affiliate shall not, directly or indirectly, individually or on behalf of any other person, firm, partnership, corporation, or business entity of any type, hire, offer to hire, divert, entice away, solicit or in any other manner assist, encourage, or persuade, or attempt to do any of the foregoing, any current officer, employee, consultant or contractor of ShopPad, nor shall it hire, offer to hire or solicit the services of any former officer, employee, consultant or contractor whose relationship with ShopPad has been terminated for less than three months; provided, however, that Affiliate shall not be in breach of this provision to the extent that it can show by written records that any such person responds to a general advertisement placed in connection with an open position.

7. Relationship of Parties
The parties to this Agreement are independent contractors and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties or imposes any liability attributable to such a relationship upon either party. This Agreement does not grant either party any right, power or authority to enter into any agreement for, or on behalf of, or to create, assume or incur any obligation or liability of, or to otherwise bind, the other party authority to any obligations on behalf of or in the name of the other. Neither party shall be liable or responsible for any acts, omissions or liabilities of the other party. In no event shall either party take any actions that would expressly or impliedly create the impression that such party is an employee or agent of the other party or its affiliated entities. Without limiting the generality of the foregoing, neither party has authority to make or accept any offers or representations on behalf of the other party and neither party shall make any statement, whether on its web site or otherwise, that reasonably would be deemed to contradict anything in this Section.

Notwithstanding anything to the contrary, unless otherwise expressly agreed to by a party in writing, nothing in this Agreement is intended to restrict or prohibit a party from marketing or selling any products or services to any actual or potential customers of the other party, even if such products or services are similar to or competitive with one or more of the products or services marketed or sold by the other party in connection with the Program. Each party understands and specifically acknowledges that the other party may, directly or indirectly, market or sell, various products or services that are similar to or competitive with one or more of the products or services marketed or sold by such party in connection the Program(s) and that each party may, at any time during or after the term of this Agreement, enter into relationships or arrangements with various third parties on terms that may be similar to those contained in this Agreement.

8. Affiliate Responsibilities
Unless otherwise expressly provided in an Exhibit, as between ShopPad and Affiliate, each party is solely responsible for all aspects of the development, operation, and maintenance of its web site, its product and service offerings, and all related materials, including, but not limited to, customer service and support, order entry, payment processing and technical operations of its web site and product and service offerings and all related equipment, and the accuracy and propriety of related materials. Additionally, each party shall (a) conduct all activities hereunder in accordance with the highest industry standards and in compliance with all applicable laws, rules, regulations, and directives, including, but not limited to, those relating to e-mail marketing and "spamming"; (b) not engage in any e-mail, other marketing or promotion, fax, broadcast, telemarketing or any other similar marketing methods with respect to the other party, online or offline, without the prior written consent of the other party in each instance; (c) not use any "malware" or "spyware" (including, but not limited to, pop-up banners that hide banners that are displayed on a web site, icons placed beside keywords found in text that if clicked will take the visitor to another web site, or other similar practices or techniques); (d) not make any false, misleading or disparaging representations or statements with respect to the other party; (e) not engage in any other practices which may affect adversely the credibility or reputation of the other party, including but not limited to, using any web site in any manner, or having any content on any web site, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or that violates any intellectual property or other proprietary rights of any third party; (f) comply with all marking requirements, including but not limited to patent, copyright, trademark, and confidentiality notices, issued by the other party from time to time; (g) ensure that its personnel are knowledgeable regarding the proper demonstration, use, and sale of the other party's products or services associated with the relevant Program(s) as well as the relevant specifications, features and advantages of such products and services, and that its personnel comply with any quality standards regarding sales, service, and support that the other party may make available from time to time; (h) refrain from, and refrain from allowing or authorizing others to reverse engineer, reverse compile, disassemble, other than in a manner specifically allowed by applicable law notwithstanding any contractual restriction; (i) immediately forward to the other party all information concerning any complaints, suspected defects, loss or damage claims, or security problems that may come to a party's attention; and (j) not engage in any marketing or promotional activity related to the other party in any unauthorized area, location, territory or jurisdiction, as defined by the other party.

9. Representations & Warranties
Each party hereby represents and warrants to the other party that this Agreement has been duly and validly executed and delivered by such party and constitutes a legal, valid, and binding obligation, enforceable against such party in accordance with its terms.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S) OR ANY PRODUCTS OR SERVICES, AND EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE. EACH PARTY UNDERSTANDS AND ACKNOWLEDGES THAT THE PROGRAM(S) AND THE PRODUCTS OR SERVICES MAY NOT SATISFY THE REQUIREMENTS OF IT OR ANY THIRD PARTY. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY THAT ANY ASPECT OF ITS PERFORMANCE HEREUNDER, OR THE PROGRAM(S) WILL BE UNINTERRUPTED OR ERROR FREE, AND NEITHER PARTY WILL BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10. Limitations of Liability/Disclaimers
EXCEPT FOR BREACH OF CONFIDENTIALITY AND THIRD PARTY DAMAGES AWARDED PUSUANT TO INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO ANY ASPECT OF ITS PERFORMANCE HEREUNDER, THE PROGRAM(S), ANY PRODUCTS OR SERVICES, OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, OR DATA) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT FOR BREACH OF CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS EACH PARTY'S LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS PAID TO AFFILIATE BY SHOPPAD (IF ANY) DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY

11. Indemnification
Each party agrees, at its own expense, to indemnify, defend and hold harmless the other party, its respective directors, officers, employees, and agents, from and against any and all claims, causes of action, demands, obligations, lawsuits, liabilities, damages, fines, penalties, judgments, settlements, costs, expenses (including reasonable attorneys' fees) or other third party losses of any kind or nature whatsoever awarded by a court of competent jurisdiction (any and all of the foregoing hereinafter referred to as "losses") insofar as such losses arise out of: (i) any failure or breach of any representation or warranty, covenant made herein or to any third party; (ii) any misuse of any marketing materials or the indemnifying party's trademarks; (iii) any claim related to the indemnifying party's websites, including, without limitation, any content therein not specifically provided by the indemnified party; or (iv) any gross negligence or willful misconduct on the part of Affiliate or any of Affiliate's party's employees, agents or contractors.

12. Miscellaneous
Any notice required under this Agreement shall be given in writing and shall be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the face page hereof or to such other address as the parties may designate in writing. Any notice of material breach hereunder shall clearly define the breach including the specific contractual obligation that has been breached.

This Agreement, including any exhibits, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. Any signed copy of this Agreement made by reliable means (e.g., photocopy or facsimile) shall be considered an original. The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party. No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy. Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

THIS AGREEMENT SHALL BE GOVERNED AND INTERPRETED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS OF ANY STATE OR JURISDICTION. ANY ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN OAKLAND, CALIFORNIA AND EACH PARTY HERBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.