Program Registration






Conversion action Online purchase with processed valid payment
Cookie days 90 day(s)
Commission type Percent of Sale
Base commission 20.00%

Date: 2016

Affiliate Agreement

 

This agreement (the “Agreement)
is made between TextingBase, Inc. (the “Company”), and the Affiliate,
and collectively, the “Parties”) for participation in The Company’s affiliate
program.

 

NOW THEREFORE, in consideration
of the mutual promises, covenants, warranties, and other good and valuable
consideration set forth herein, the Parties agree as follows:

 

1. Promotional Materials.
Company shall make available to Affiliate certain button links, text links,
and/or other graphic or textual material for display and use on the Affiliate
website (the “Promotional Materials”). If Affiliate chooses to display the
Promotional Materials on Affiliate’s website, it shall do so prominently and as
Affiliate sees fit, provided that the manner of display shall be subject to the
terms and conditions of this Agreement. Affiliate shall also include a link
from the Promotional Materials to Company’s website, as specified by Company.

 

2. Use of Promotional Materials.
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s
site shall conform to the following terms, conditions and specifications:

 

a.
Affiliate may not use any graphic, textual or other materials to promote
Company’s website, products or services other than the Promotional Materials,
unless Company agrees to such other materials in writing prior to their
display.

 

b.
Affiliate may only use the Promotional Materials for the purpose of promoting
Company’s website (and the products and services available thereon), and for
linking to Company’s website.

 

c.
Affiliate will not alter, add to, subtract from, or otherwise modify the
Promotional Materials as they are prepared by Company. If Affiliate wishes to
alter or otherwise modify the Promotional Materials, Affiliate must obtain
prior written consent from Company for such alteration of modification.

 

d.
The Promotional Materials will be used to link only to Company’s website, to
the specific page and address as specified by Company.

 

3. License. Company hereby
grants to Affiliate a nonexclusive, nontransferable license (the “License”) to sign
up customers for the Company and use any provided promotional materials as
specified under the terms and conditions of this Agreement. The term of the
License shall expire upon the expiration or termination of this Agreement.

 

4. Intellectual Property.
Company retains all right, ownership, and interest in the Company’s platform,
name, technology, and in any copyright, trademark, or other intellectual
property in the Company. Nothing in this Agreement shall be construed to grant
Affiliate any rights, ownership or interest in the Company, or in the
underlying intellectual property, other than the rights to use the Company’s
name and any promotional materials granted under the License, as set forth in
Section 3.

 

5. Relationship of Parties.
This Agreement shall not be construed to create any employment relationship,
agency relationship, or partnership between Company and Affiliate. Affiliate
shall provide services for Company as an independent contractor. Affiliate
shall have no authority to bind Company into any agreement, nor shall Affiliate
be considered to be an agent of Company in any respect.

 

6. Commissions.

a. In
exchange for Affiliate’s signing up of customers, and for Affiliate’s
compliance with and performance of the terms and conditions of this Agreement,
Company shall pay to Affiliate a commission (the “Commission”) in the amount of
a percentage of subscriptions sold to a user that uses Company’s services
through Affiliate’s work. The current percentage posted is 20%
of net revenues billed and collected. 
This percentage is subject to change by the Company at
any time. Notification to Affiliate of any change in commission percentage will
be given by Company at the address on hand for the Affiliate. Commission will
be based on any new subscriptions.

 

b.
Company shall keep accurate and up-to-date records of the data used to
determine the total amount of Commissions owed to Affiliate. Affiliate shall be
given reasonable access to these records upon request, and is available through
the affiliate area on the member page at___________________. Any discrepancy
between the amount of Commissions owed according to these records, and the
actual amount of Commissions paid to Affiliate in any period or periods shall be
rectified by Company within 20 days of discovering such discrepancy.

 

c.
Commissions are held for a period of 2 months from any purchase to
protect Company in the event of any chargeback that may occur. Company shall
pay all Commissions accrued and payable to Affiliate within 7 days of the first
day of each month (the “Commission Payment Date”). If on any Commission Payment
Date, the amount of total Commissions accrued and payable to Affiliate is less
than $100.00, then such accrued and payable balance shall be held over to the
following month, and paid together with the Commissions due for that month.
Payment is made via the Affiliate
PayPal account or other payment service of Texting Base’s choosing (or agreed
upon). All fees associated or incurred as a result of the Affiliate’s customers
shall be attributed solely to the Affiliate.

 

d. In
the event that Affiliate materially breaches this Agreement and Company
terminates this Agreement within 30 days of such breach, then any accrued and
payable Commissions owing to Affiliate shall be forfeited, and Company shall
not be obligated to pay such Commissions to Affiliate.

7. Affiliate’s Representations and
Warranties.
Affiliate represents and
warrants the following:

 

a.           
Affiliate has the
legal authority to enter into this Agreement and to be bound to the promises,
covenants, and other duties set forth in this Agreement.

 

b. Affiliate
will use and abide by Company’s Terms and Conditions. In addition, Affiliate’s
website or Individual Affiliate does not contain or promote any materials that
are:

i.
Sexually explicit, obscene, or pornographic;

ii.
Offensive, profane, hateful, threatening, harmful, defamatory, libelous,
harassing, or discriminatory (whether based on race, ethnicity, creed,
religion, gender, sexual orientation, physical disability, or otherwise);

iii.
Graphically violent, including any violent video game images; or

iv.
Solicitous of any unlawful behavior

 

c.
Affiliate has obtained any necessary clearances, licenses, or other permission
for any intellectual property used on Affiliate’s website. Affiliate’s website
or the affiliate individually does not infringe upon the intellectual property
rights of any person or entity. No person or entity has brought or threatened
an action claiming such infringement, nor does Affiliate have any reason to
believe that any person or entity will bring or threaten such a claim in the
future.

 

d.
Affiliate will not use the Company’s name or services in any manner other than
those set forth in Section 2 above.

 

e.
Affiliate will not make any claim to ownership of the Company, or of the
copyright, trademark, or other intellectual property therein.

 

f.
Affiliate will not publish or otherwise distribute any advertising materials
for Affiliate’s website that reference Company or Company’s website unless
Company gives prior written consent to the distribution of such materials.
Affiliate will not use Company’s name (or any name that is confusingly similar
to Company’s name) for any purpose, on its website or individually, in its
promotional materials, or in any other context except to promote Company’s
website as specified in this Agreement. Affiliate will not register any domain
name that incorporates Company’s name, or that is confusingly similar to
Company’s name.

 

g.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam)
in any way mentioning or referencing Company or Company’s website.

 

8. Indemnification. Affiliate
shall indemnify Company and hold harmless Company from any claim, damage,
lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s
warranties set forth in Section 7 above. Affiliate shall also indemnify and
hold harmless Company for any damage, loss or other cost arising out of the use
or misuse by Affiliate of the Company’s name and/or services.

9. Confidentiality. Any information that Affiliate is exposed to by
virtue of its relationship with Company under this Agreement, which information
is not available to the general public, shall be considered to be “Confidential
Company Information.” Affiliate may not disclose any Confidential Company
Information to any person or entity, except where compelled by law, unless
Affiliate obtains prior written consent for such disclosure from Company.

 

10. Term.

 

a.      This
Agreement shall take effect immediately, and shall remain in full force and
effect indefinitely, or until terminated pursuant to this Section 10.

 

b.          
Either Party
shall have the right to terminate this Agreement at any time and for any cause.
The terminating Party must give written notice to the other Party at least 30
days prior to the intended date of termination. However, Affiliate shall remain bound by the
Confidentiality agreement and agrees not to engage in any activity that
infringes upon the Company’s goal and/or technological business model for a
period of three (3) years. A breach of the covenant in this paragraph 10(b)
shall render Affiliate responsible for damages, fees and any costs incurred by
Company as a result of said breach.

 

c.           
In the event
Affiliate has not signed up any new accounts for a period of twelve (12)
months, this Agreement will be deemed terminated at the conclusion of the
twelfth month and no further commissions will be owed to Affiliate. 

11. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s
relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.

12. Limitation of Liability.
Company shall not be liable for any loss of profits or costs, or for any
direct, indirect, special, incidental or consequential damages, including costs
associated with the procurement of substitute goods or services (whether
Company was or should have been aware or advised of the possibility of such
damage), arising out of or associated with any loss, suspension or interruption
of service, termination of this Agreement, use or misuse of the Company’s name
or services, or other performance of services under this Agreement. 

13. Counterparts. This Agreement may be
executed in several counterparts, each of which shall constitute an original
and all of which, when taken together, shall constitute one agreement.

14. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of
this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

15. Headings. The headings for
section herein are for convenience only and shall not affect the meaning of the
provisions of this Agreement.


16. Entire Agreement. 

This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings orother agreements, whether oral or written, relating to the subject matter of this Agreement.