Definitions

Unless defined elsewhere in the Agreement, including the Insertion Order, capitalized terms set out in the Agreement are defined as follows:

“Affiliate” or “You” means an individual or entity that has agreed to the terms of this Agreement..

“Affiliate Account” means a Program account.

“Customer” means any individual that visits or transacts via the Merchant Store.

“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Impact” means Impact Radius, Inc.

“Link” or “Links” means text links, graphical hypertext links and other linking code obtained from the Platform which provide direct access to SafeSwap Shop’s websites and may be included on Websites in accordance with the Agreement.

“Merchant” means an individual or business that uses the Service to sell products or services.

“Merchant Agreement” means the agreement entered into between an Affiliate and the Merchant governing the Merchant’s use of the Affiliate’s services.

“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where Affiliate uses the SafeSwap Shop API, Merchant Data may be delivered in the form of an API response.

“Merchant Store” means the Merchant’s commerce presence hosted by SafeSwap Shop, including their online store and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Store.

“Platform” means the digital marketing platform owned and operated by Impact.

“Referral Affiliate” is an Affiliate who has registered for an Affiliate Account via the Platform and who promotes the Service by registering, and being approved by SafeSwap Shop, for a Link to refer Merchants to SafeSwap Shop via such Link.

“Referred Merchant” means any unique Merchant that: (a) has registered for a paid SafeSwap Shop account; and (b) was introduced by an Affiliate that actively promoted the Service.

“Service” means the SafeSwap Shop hosted commerce platform available via www.SafeSwap Shop and any associated websites, products or services offered by SafeSwap Shop.

“SafeSwap Shop API Terms” means the SafeSwap Shop API License and Terms of Use available at SafeSwap Shop.com/legal/api-terms.

“SafeSwap Shop Creative” means any marketing or promotional materials relating to SafeSwap Shop or SafeSwap Shop brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the SafeSwap Shop Trademarks.

“SafeSwap Shop Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, SafeSwap Shop; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“SafeSwap Shop Trademarks” means the trademarks, logos, service marks and trade names of SafeSwap Shop Inc. and any SafeSwap Shop Related Entities, whether registered or unregistered, including but not limited to the word mark SAFESWAP SHOP and the Logo itself.

“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.

“Websites” means any websites or platforms (including, without limitation, social media pages) that are owned, operated, managed or controlled by Affiliate

Full compliance with these guidelines requires, among other things, that (a) Affiliate clearly and conspicuously disclose that Affiliate is being compensated for referring Referred Merchants to SafeSwap Shop, and (b) Affiliate not engage in misleading or deceptive advertising.

Marketing Activities

Affiliate will bear all costs and expenses related to Affiliate’s marketing or promotion of SafeSwap Shop or any SafeSwap Shop Related Entity, and, as applicable, Affiliate’s Websites, or other products or services associated with Affiliate’s participation in the Program (collectively, “Affiliate Marketing 
Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by SafeSwap Shop in its sole discretion.

In no event will Affiliate engage in any Affiliate Marketing Activities except as expressly set forth in this In the event that Affiliate has a list of emails where the individuals on the list have expressly elected to receive emails from Affiliate (“Opt-in List”), Affiliate may make a written request to SafeSwap Shop to send emails regarding the offering of SafeSwap Shop and SafeSwap Shop Related Entities to the individuals on the Opt-in List (and SafeSwap Shop may, in its sole discretion, allow Affiliate to send such emails). In conducting all Affiliate Marketing Activities, Affiliate will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Affiliate has secured the applicable Merchant’s consent first, Affiliate will not email any Merchant whose email address they have received via SafeSwap Shop.

Without limiting the generality of Section 3.1.2, Affiliate will (i) not send any email regarding SafeSwap Shop or SafeSwap Shop Related Entities to any individual or entity that has not requested such information; (ii) always include Affiliate’s contact information and “unsubscribe” information in any email regarding SafeSwap Shop, SafeSwap Shop Related Entities, the Service or the SafeSwap Shop platform; and (iii) not imply that such emails are being sent on behalf of SafeSwap Shop or SafeSwap Shop Related Entities.

Affiliate will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to SafeSwap Shop or SafeSwap Shop Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to SafeSwap Shop or SafeSwap Shop Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to SafeSwap Shop or SafeSwap Shop Related Entities; (iv) solicit Merchants to leave the SafeSwap Shop Service; (v) copy, resemble or mirror the look and feel of SafeSwap Shop’s websites, SafeSwap Shop Trademarks or Services or otherwise misrepresent Affiliate’s affiliation with SafeSwap Shop or SafeSwap Shop Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of SafeSwap Shop or SafeSwap Shop 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 SafeSwap Shop or the Affiliate’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Terms and Conditions.

 

Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Affiliate will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Affiliate to operate and to offer the products or services associated with Affiliate’s participation in the Program.

Affiliate Duty to Inform

Affiliate will promptly inform SafeSwap Shop of any information known to Affiliate that could reasonably lead to a claim, demand or liability of or against SafeSwap Shop or the SafeSwap Shop Related Entities by any third party.

Affiliate Duty to Disclose

If Affiliate is acting as an agent on behalf of a Merchant, then Affiliate will disclose to the Merchant any Fees that Affiliate is entitled to receive from SafeSwap Shop in accordance with this Agreement that are associated with such Merchant.

Other Affiliate Terms

If Affiliate is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Affiliate activities.

You confirm that you are becoming an Affiliate for the purposes of carrying on a business activity and not for any personal, household or family purpose.

If you sign up for an Affiliate Account on behalf of your employer, your employer will be deemed to be the Affiliate for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Each Affiliate is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Affiliate’s employees, agents or subcontractors.

Affiliate acknowledges and agrees that Affiliate 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 Affiliate

Affiliate acknowledges and agrees that Affiliate’s participation in the Program, including information transmitted to or stored by SafeSwap Shop, is governed by the SafeSwap Shop Privacy Policy found at SafeSwap Shop.com/privacy-policy

Commission Plans

Subject to: (i) Affiliate’s compliance with this Agreement, and (ii) the commission plan associated with an Affiliate’s activities pursuant to the Program, Affiliate will be entitled to receive certain fees from SafeSwap Shop (the “Fees”). The commission plan applicable to Referral Affiliates are set out in Part B.

Payment

Affiliates are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Affiliate’s dealings with a Merchant. If Taxes are not collected by SafeSwap Shop in respect of an Affiliate transaction with a Merchant facilitated by SafeSwap Shop, Affiliate is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.

 

Payments are often sent via stablecoins to evm compatible blockchain wallets such as 0x123Abef0Ea9C2C02Eae032XCea92I1. Incase the wallet that is provided by the user is incorrect payments that have been processed cannot be retrieved. The user is at all times responsible for providing accurate information and Safeswap Shop is under no conditions and no circumstances responsible for any losses.

 

Additional Payment Information

All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by SafeSwap Shop during the period of investigation. SafeSwap Shop may also withhold payment if Affiliate fails to provide SafeSwap Shop with information that is required to make

 

Not with standing anything to the contrary in this Agreement, SafeSwap Shop will not be responsible to pay any Fees:

related to amounts that have been refunded to Merchants by SafeSwap Shop;

for a Referred Merchant created or owned in whole or in part by Affiliate;

related to fraudulent sales;

related to revenues that have been subject to chargebacks;

to Affiliates who are employed by SafeSwap Shop (whether full-time, part-time, term or any other employment-type relationship); or

to Affiliates 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 SafeSwap Shop are subsequently discovered to be subject to one or more of the exclusions set out in Section 4.3.2, or to have beenpaid in error, SafeSwap Shop will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Affiliate in error; or (b) set off the amounts described in Section 3 from payments due to Affiliate in the future. If the Agreement is terminated before such amounts are fully repaid by Affiliate to SafeSwap Shop, Affiliate will pay to SafeSwap Shop the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

SafeSwap Shop reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Such notice will be provided by email, posting a notice on the SafeSwap Shop website and/or the Platform, as applicable, and/or by the issuing of a new Insertion Order. In the event of any disputes over Fees, SafeSwap Shop’s determination will be final and binding.

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

 

Fraudulent or other unacceptable behaviour by Affiliate, including breach of the Terms of Agreement as determined by SafeSwap Shop in its sole discretion, may result in one or more of the following actions being taken by SafeSwap Shop: (a) termination of Affiliate’s affiliation with Merchants within the Affiliate Account; (b) suspension of some or all Affiliate privileges under the Program; and (c) termination of the Affiliate Account entirely without notice to, or recourse for, Affiliate.

 

SafeSwap Shop reserves the right to cancel or modify the Agreement in its entirety, including Fees, at any If a significant change is made to the Agreement, including any material change to Fees, SafeSwap Shop will provide reasonable notice by email, posting a notice on the Platform.

 

Consequences of Termination

Upon termination of this Agreement: (a) each Party will 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 SafeSwap Shop and all Confidential Information (as defined below)); (b) Affiliate will immediately cease displaying any SafeSwap Shop Creative or any SafeSwap Shop Trademarks on any Website or otherwise; and (c) all rights granted to Affiliate under this Agreement will immediately cease, including but not limited to the right of Affiliate to access the Affiliate Account and Platform, SafeSwap Shop API, or to receive any payments of Fees under this Agreement, unless otherwise determined by SafeSwap Shop in its sole discretion.

 

This Section 2 and the following Sections will survive any termination or expiration of this Agreement:

• • PART A: Section 1 (Definitions), Section 4 (Proprietary Rights of SafeSwap Shop), Section 7 (Confidentiality), Section 8 (Disclaimer of Warranty), Section 9 (Limitation of Liability and Indemnification), and Section 10 (General Provisions)
  • In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

 

 

SafeSwap Shop

All SafeSwap Shop will be solely created and provided by SafeSwap Shop unless otherwise agreed to by SafeSwap Shop in writing in advance. SafeSwap Shop will provide Affiliate with copies of or access to SafeSwap Shop Creative. The SafeSwap Shop Creative may also be accessible from the SafeSwap Shop brand guidelines. By using the SafeSwap Shop Creative, you indicate your acceptance of our SafeSwap Shop Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the SafeSwap Shop Creative. The SafeSwap Shop Creative is provided “as is” and without warranty of any kind.

Affiliate may display SafeSwap Shop Creative on the Websites solely for the purpose of marketing and promoting the Service and any SafeSwap Shop brands permitted by SafeSwap Shop and by SafeSwap Shop Related Entities during the term of this Agreement, or until such time as SafeSwap Shop may, upon reasonable prior notice, instruct Affiliate to cease displaying the SafeSwap Shop Creative. Affiliate may not alter, amend, adapt or translate the SafeSwap Shop Creative without SafeSwap Shop’s prior written Nothing contained in any SafeSwap Shop Creative will in any way be deemed a representation or warranty of SafeSwap Shop or of any of SafeSwap Shop Related Entity. The SafeSwap Shop Creative will at all times be the sole and exclusive property of SafeSwap Shop and no rights of ownership will at any time vest with Affiliate even in such instances where Affiliate has been authorized by SafeSwap Shop to make changes or modifications to the SafeSwap Shop Creative.

 

SafeSwap Shop Trademarks

During the term of this Agreement, SafeSwap Shop hereby grants to Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the SafeSwap Shop Trademarks solely as necessary to perform Affiliate’s obligations under this Agreement. Affiliate acknowledges and agrees that: (a) it will use SafeSwap Shop’s Trademarks only as permitted under this Agreement; (b) it will use the SafeSwap Shop Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by SafeSwap Shop in writing from time to time, including but not limited to the SafeSwap Shop Trademark Usage Guidelines; (c) the SafeSwap Shop Trademarks are and will remain the sole property of SafeSwap Shop; (d) nothing in this Agreement will confer in Affiliate any right of ownership in the SafeSwap Shop Trademarks and all use thereof by Affiliate will inure to the benefit of SafeSwap Shop; (e) Affiliate will not, now or in the future, apply for or contest the validity of any SafeSwap Shop Trademarks; and (f) Affiliate will not, now or in the future, apply for or use any term or mark confusingly similar to any SafeSwap Shop Trademarks.

 

Restrictions on Affiliate’s Use of the SafeSwap Shop Trademarks Notwithstanding Section 6.2, Affiliate will not:

use the SafeSwap Shop Trademarks or variations or misspellings thereof in Affiliate’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by SafeSwap Shop in advance of each use; or

purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the SafeSwap Shop Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the SafeSwap Shop Trademarks.

 

Proprietary Rights of SafeSwap Shop

As between Affiliate and SafeSwap Shop, the SafeSwap Shop Creative, SafeSwap Shop Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Affiliates, the Services, the SafeSwap Shop 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 SafeSwap Shop or SafeSwap Shop Related Entities or otherwise related to the Service, the Program, SafeSwap Shop or SafeSwap Shop Related Entities,

together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “SafeSwap Shop Property”) will be and remain the sole and exclusive property of SafeSwap Shop. To the extent, if any, that ownership of any SafeSwap Shop Property does not automatically vest in SafeSwap Shop by virtue of this Agreement, or otherwise, and vests in Affiliate, Affiliate hereby transfers and assigns to SafeSwap Shop, upon the creation thereof, all rights, title and interest Affiliate may have in and to such SafeSwap Shop Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

SafeSwap Shop’s Use of Affiliate’s Intellectual Property Affiliate grants to SafeSwap Shop a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Affiliate’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at SafeSwap Shop’s discretion, SafeSwap Shop may use any such intellectual property for the purposes of promoting or marketing Affiliate, Affiliate’s products or services, or as otherwise agreed to with Affiliate.

 

Confidentiality

“Confidential Information” will include, but will 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 SafeSwap Shop and Affiliate, Merchant Data and Customer Data is the Confidential Information of SafeSwap Shop.

 

Each Party agrees to use the other Party’s/ies’ 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 7. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the 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 under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; 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 will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will 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/ies’ 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

The SafeSwap Shop Affiliate Program, the Service, the SafeSwap Shop Trademarks, the SafeSwap Shop, Ads (including delivery and related reporting) and the SafeSwap Shop API are provided “as-is”. SafeSwap Shop makes no warranties under this Agreement, and SafeSwap Shop expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, SafeSwap Shop further disclaims all representations and warranties, express or implied, that the Service, the SafeSwap Shop API, the SafeSwap Shop Trademarks, the SafeSwap Shop Creative, or the SafeSwap Shop API satisfy all of Affiliate’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.

Limitation of Liability

SafeSwap Shop, and the SafeSwap Shop Related Entities, will have no liability with respect to the Program, the Service, the SafeSwap Shop API, the SafeSwap Shop Trademarks, the SafeSwap Shop Creative or SafeSwap Shop’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 SafeSwap Shop API, the SafeSwap Shop Trademarks, the SafeSwap Shop Creative, or Affiliate’s participation or inability to participate in the Program, even if SafeSwap Shop has been advised of the possibility of such damages. In any event, SafeSwap Shop’s, and the SafeSwap Shop Related Entities’, liability to Affiliate under this Agreement for any reason will be limited to the Fees paid to Affiliate by SafeSwap Shop 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 an Affiliateis strictly between the Merchant and the Affiliate, and neither SafeSwap Shop or the SafeSwap Shop Related Entities are obligated to intervene in any dispute arising between the Merchant and the Affiliate. Under no circumstances will SafeSwap Shop, or the SafeSwap Shop Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Affiliate’s relationship with any Merchant. These limitations will apply even if SafeSwap Shop or the SafeSwap Shop Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

 

Affiliate Indemnification

Affiliate agrees to indemnify, defend and hold harmless SafeSwap Shop and any SafeSwap Shop 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) Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to SafeSwap Shop and SafeSwap Shop Related Entities granted by Affiliate to any Merchant, prospective Affiliate or other third party; (d) Affiliate’s use of the SafeSwap Shop API; (e) Affiliate’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 Affiliate’s products or services infringes the intellectual property or other rights of a third party; (g) Affiliate Taxes, including any audits or penalties related thereto; (h) the performance,

non-performance or improper performance of the Affiliate’s products or services;

(i) Affiliate’s relationship with any Merchant; and (j) any breach of applicable law by the Affiliate.

 

Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Affiliate 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 Affiliate will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate 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 Affiliate of any provision of Sections 3, 4.2.4, 6 or 7 above, in addition to all other rights and remedies available to SafeSwap Shop under this Agreement and under applicable law, SafeSwap Shop will 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 Affiliate’s access to the Program and the Platform, (c) receive a prompt refund of all amounts paid to Affiliate under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by SafeSwap Shop in connection with such violation, in accordance with the provisions of this Section 9.

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 under this Agreement 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 will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

 

Independent Contractors

The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Merchants and Affiliate, or as otherwise expressly stated in this Agreement, neither SafeSwap Shop or any SafeSwap Shop Related Entity is an agent, representative or related entity of the Affiliate. Neither SafeSwap Shop nor the Affiliate will 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, except where the Affiliate expressly authorizes SafeSwap Shop to act on its behalf in this Agreement. For the avoidance of doubt, Affiliate expressly authorizes SafeSwap Shop to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant and Affiliate. This Agreement will 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 will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will 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 will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Affiliate’s email address listed in the Affiliate Account or as otherwise provided by the Affiliate to SafeSwap Shop, and to [email protected]; (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. Notice will be sent to the Affiliate at the address provided in the Affiliate Account, and to SafeSwap Shop at Rutbekerveldweg 275, 7548PP Enschede, Overijssel, the Netherlands.

 

No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will 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 will be and remain in full force and effect. Each waiver will 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 in this Agreement, 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 SafeSwap Shop nor the Affiliate will 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 another 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 will 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. SafeSwap Shop will be permitted to assign this agreement without notice to or consent from Affiliate.

Affiliate will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without SafeSwap Shop’s prior written consent, to be given or withheld in SafeSwap Shop’s sole discretion.

 

Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the Province of Overijssel and the laws of the Netherlands applicable therein, without regard to principles of conflicts of laws. Patent Non-Assertion Affiliate and its affiliates covenant not to assert patent infringement claims against SafeSwap Shop, SafeSwap Shop Related Entities, or SafeSwap Shop products and services including the SafeSwap Shop API.

 

Competitive or Similar Materials

SafeSwap Shop 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 Affiliate’s products or services regardless of their similarity to Affiliate’s products or services, provided that SafeSwap Shop does not use Affiliate’s Confidential Information in so doing.

 

Feedback

If Affiliate provides any feedback (including identifying potential errors and improvements) to SafeSwap Shop concerning the Program, the SafeSwap Shop API, the SafeSwap Shop Creative or any aspects of the Service (“Feedback”), Affiliate hereby assigns to SafeSwap Shop all right, title, and interest in and to the Feedback, and SafeSwap Shop is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Program, SafeSwap Shop API, the SafeSwap Shop Creative or the Service and to create other products and services. SafeSwap Shop will treat any Feedback as non-confidential and non-proprietary. Affiliate will not submit any Feedback that it considers confidential or proprietary.

 

Service Providers

Affiliate may work with service providers as necessary to facilitate Affiliate’s performance under this Agreement. Affiliate acknowledges and agrees that Affiliate is responsible for all of its service providers’ acts or omissions in relation to Affiliate’s performance of the Agreement, and any act or omission by Affiliate’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Affiliate.

 

Industry Standards

Affiliate’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Affiliate System”) must be properly configured to Internet industry standards so as to securely operate Affiliate’s Website. If Affiliate does not completely control some aspect of the Affiliate System, Affiliate will use all influence that Affiliate has over the Affiliate System to do so. Affiliate must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.

In addition, if Affiliate has access to Merchant Data, Affiliate: (i) will only use or store such information for the purpose of providing the Affiliate’s services to the Merchant to whom the Merchant Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Affiliate may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Affiliate’s services to the Merchant to whom the Merchant Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Affiliate’s provision of the Affiliate’s services; and (vi) will notify SafeSwap Shop of any actual or suspected breach or compromise of Merchant Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Affiliate will: (A) promptly remedy the Data Breach to prevent any further loss of Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to SafeSwap Shop, the SafeSwap Shop Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to SafeSwap Shop and cooperate to provide SafeSwap Shop with any additional requested information in a timely manner.

 

Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

 

SafeSwap Shop Role and a Description of SafeSwap Shop Entities

SafeSwap Shop. will perform this Agreement on its own behalf and as agent for SafeSwap Shop The liability of each SafeSwap Shop Entity will be several for the purposes of this Agreement.

SafeSwap Shop is a corporation formed under the laws of the Netherlands, with offices located Rutbekerveldweg 275 head office.

 

 

This Part B contains terms applicable to Referral Affiliates generally.

Subject to the terms and conditions of the Agreement, including as set forth in the Insertion Order, Affiliate will use their best efforts to (i) promote and market SafeSwap Shop, and

(ii) identify for SafeSwap Shop prospective Referred Merchants (the “Referral Services”).

To become a Referral Affiliate, an Affiliate must create an Affiliate Account on the Platform by providing all information indicated as required. After SafeSwap Shop receives your application for an Affiliate Account to participate in the Program, SafeSwap Shop will review the Websites and notify you of your acceptance or rejection. SafeSwap Shop requests up to seventy-two (72) hours to review each application. SafeSwap Shop reserves the right to accept or reject any application for an Affiliate Account for any reason, in its sole discretion.

Affiliate acknowledges that SafeSwap Shop will use the email address provided by Affiliate as the primary method for communication. Affiliate is responsible for keeping its Affiliate Account password secure. SafeSwap Shop cannot be liable for any loss or damage arising from Affiliate’s failure to maintain the security of the Affiliate Account and password.

Affiliate will agree to an electronic insertion order via the Platform for the provision of Referral Services pursuant to the Agreement (“Insertion Order”). Each Insertion Order accepted by Affiliate on the Platform hereby supersedes and deletes in its entirety any Insertion Order previously accepted by Affiliate on the Platform.

Upon acceptance into the Program, Links will be made available to Affiliate through the Platform. Affiliate agrees:

To only use Links obtained from the Platform; and

Not to manipulate, alter or otherwise modify any Links (including, without limitation, any linking code).

Affiliate may not utilize a Website in its performance of the Referral Services unless such domain is listed in Affiliate’s Platform profile.

Affiliate will be paid commissions for Referred Merchants by Impact via the Platform in accordance with the payment terms on the Insertion Order (“Commissions”). If you breach the Agreement or otherwise engage in any behavior which SafeSwap Shop deems improper, in each case as determined by SafeSwap Shop in its sole discretion, you will not receive any Commissions. SafeSwap Shop reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse Commissions, modify the payment terms on the Insertion Order or suspend you from the Program.

SafeSwap Shop reserves the right to (i) demand and receive information from Affiliate about any Referred Merchant, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Merchant, and (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Commission is payable for such Referred Merchant. SafeSwap Shop will not be responsible to pay any Commissions for a Referred Merchant owned in whole or in part by an Affiliate or Affiliate’s employer (whether full-time, part-time, term or any other employment type relationship).

An Affiliate will not:

promote or advertise SafeSwap Shop or SafeSwap Shop 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 Link directly in any pay-per-click advertising;

purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the SafeSwap Shop Trademarks or the names or trademarks of any SafeSwap Shop Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the SafeSwap Shop Trademarks or the names or trademarks of any SafeSwap Shop Related Entity;

create or participate in any third party networks or sub-affiliate networks without the express written permission of SafeSwap Shop;

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 SafeSwap Shop website, without prior written permission from SafeSwap Shop; or

mask its referral sites or use deceptive redirecting

A Referred Merchant cannot be a store opened or owned by an Affiliate and for which that Affiliate seeks compensation pursuant to this An Affiliate will be deemed to have introduced only those Referred Merchants that access SafeSwap Shop from that Affiliate’s Link assigned by SafeSwap Shop.