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EMOVID CORPORATION

AFFILIATE MARKETING AGREEMENT

This Affiliate Marketing Agreement (this “Agreement”) is between Emovid Corporation, a Washington corporation located at 200 First Ave West, Suite #320, Seattle, Washington 98119 (“Emovid”) and Affiliate tied to an approved Corporate Adopter Program Service Order (“Affiliate”). Emovid and Affiliate may individually be referred to as a “Party” and collectively referred to as the “Parties”. For the consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SCOPE OF ACTIVITIES

The Parties will undertake the activities listed in Appendix A.

2. TRACKING OF USERS.

  1. If appropriate, Emovid will provide Affiliate with uniquely coded URLS and/or unique promotional affiliate codes that will enable Emovid to track new users that result from the Affiliate’s site or marketing activities.
  2. If unique promotional code is not provided, only approved “Deal Registrations” will be tied to the Affiliate. “Deal Registrations” occur by completing the “Deal Registration” form at: deal-registration
  3. Once submitted, Emovid will reply with formal approval or acceptance. This approval or acceptance is specifically based on the specific registered company, defined internal team and contact. If another internal team from the registered company or another contact at the registered account separately reaches out, this is not deemed an Affiliate led effort and no funds will be earned by Affiliate.
  4. Post acceptance, deal must remain actively engaged with us to remain as an approved Deal Registration meaning at Emovid’s sole discretion constant communication and progress needs to occur or Emovid will notify that Deal Registration for the account is no longer approved.
  5. Once Emovid deems a Deal Registration has gone dormant and communicated it to the Affiliate as such; Deal Registration is no longer active and Affiliate is no longer tied to the registered account. If Deal Registration has not had communication from the registered account during any 60 day period, it is automatically deemed dormant and no longer active.

3. LICENSES

Emovid grants to Affiliate a limited, non-exclusive, non-transferable, royalty-free license to use Emovid’s trade names, trademarks, logos and service marks (collectively, the “Marks”) in connection with the performance of this Agreement. Affiliate shall not use any of Emovid’s Marks for any purpose without Emovid’s prior written consent. Except as specifically provided in this Agreement, nothing in this Agreement shall confer on Affiliate any right, title or interest in any of the Marks or goodwill of Emovid.

4. TERM AND TERMINATION.

The term of this Agreement shall remain active until it is terminated as explained below.

  1. Termination for Convenience. Upon written notice, a Party may terminate this Agreement for any reason at any time and without further obligation of either Party, except for any outstanding payment obligations.
  2. Effect of Termination. Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, Affiliate agrees to (i) cease all promotions of Emovid’s services; (ii) cease all use of Emovid’s technology and Marks; (iii) cease making Emovid’s services available in or through a website or otherwise; and upon request, (iv) promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in Affiliate’s possession or control. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their products/services available directly to users subscribing to the product/service prior to termination, without any liability or obligation to the other Party.

5. WARRANTIES; DISCLAIMER

  1. Warranties. Each Party represents and warrants to the other that:
    1. it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
    2. the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is otherwise bound;
    3. when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms; and
    4. such Party acknowledges that the other Party makes no representations, warranties or agreements related to the subject matter hereof that are not expressly specified in this Agreement.
  2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

6. INDEMNIFICATION

  1. Indemnification. Each Party agrees to indemnify, save, and hold the other Party harmless from and against any losses, expenses (including, but not limited to, payroll, income taxes, and attorneys’ fees) and damages arising from any third-party claims, demand, proceedings, or action as a result of the indemnifying Party’s willful misconduct, gross negligence, or material breach of this Agreement, including, without limitation, any representation or warranty.
  2. Procedure. As a condition to the indemnity obligations above, the indemnifying Party (the “Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts, collectively “Damages”) against the Party seeking indemnification (the “Indemnified Party”). The obligations to indemnify, defend, and hold harmless set forth herein will not apply unless the Indemnified Party (i) promptly notifies the Indemnifying Party of any matters in respect of which the indemnity may apply and of which the Indemnified Party has knowledge, provided that any delay in providing, or failure to provide, such notice shall not diminish any defense of indemnity obligation hereunder unless the Indemnifying Party is materially prejudiced by such delay or failure; (ii) gives the Indemnifying Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall not settle any such claim or action without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed); and (iii) cooperates with the Indemnifying Party, at the Indemnifying Party’s cost and expense in the defense or settlement thereof. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring and non-controlling basis.

7. CONFIDENTIALITY

  1. Protection of Confidential Information. The Parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organizations, business, finances, research, services, systems, strategic plans, proprietary products and processes, transactions and/or business relations (collectively the “Confidential Information”). The term “Confidential Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had demonstrable knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agrees to retain Confidential Information in confidence at all times and to require its employees, contractors, professional representatives and agents to retain in confidence all Information disclosed by the other Party. Each Party shall only use the other’s Information solely for the purpose of performing obligations under this Agreement, and shall disclose the Confidential Information on a need-to-know basis, provided that, such Party shall be liable for the acts of its employees and representatives in handling the Confidential Information. The Parties shall exercise the same standard of care as it uses to protect its own confidential and proprietary information but in no event less than a reasonable standard of care. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to the extent ordered to be disclosed by subpoena, other judicial or governmental requirement, after giving the disclosing Party a reasonable opportunity to contest such disclosure request.
  2. Injunctive Relief. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause the other Party harm which would be unquantifiable or irreparable by monetary damages alone, and accordingly, such other Party will be entitled to an injunction for the disclosure of Confidential Information, be entitled to seek an immediate injunction restraining any violation of this Agreement as well as money damages continuing to be a violation. This right will be in addition to and not in substitution for any other remedies available at law or in equity.
  3. Survival. This Section 7 will survive the termination or expiration of this Agreement.

8. PUBLICITY

The Parties will cooperate to create appropriate public and promotional announcements or press releases relating to the relationship set forth in this Agreement. All public announcements by one Party which mention the other Party, but specifically excluding announcements which simply mention one Party as a customer or strategic marketer of the other Party, shall be subject to prior review and approval, which shall not be unreasonably withheld or delayed.

9. MISCELLANEOUS

  1. Notices. Any notice required or permitted by this Agreement will be in writing and delivered as follows: (i) by personal delivery, when actually delivered to the person(s) in the signature block below; (ii) by overnight courier, upon written verification of receipt; (iii) by facsimile transmission or other electronic transmission (email), upon acknowledgment of electronic transmission or 24 hours after sending if no bounce-back is received; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth in the signature block below or to such other address as either Party may provide in writing.
  2. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.
  3. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
  4. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
  5. Amendments and Severability. No amendment or modification of this Agreement, nor any waiver of any rights, shall be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
  6. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party’s successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent; provided, however, that the sale of any portion of the assets of either Party, or one of its subsidiaries, its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45) calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.
  7. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
  8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in the State of Washington.
  9. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.
  10. Counterparts; Electronic Signature. This Agreement may be executed and delivered electronically (including use of third-party signature software such as DocuSign) and in two or more counterparts, each of which when taken together shall constitute one agreement binding on each Party.

APPENDIX A:
PARTY RESPONSIBILITIES AND PAYMENT TERMS AND CONDITIONS

Emovid and Affiliate have agreed to execute the marketing activities identified below. Each Party shall coordinate their respective marketing activities. All such promoting and marketing costs by a respective Party shall be borne solely by that Party, unless otherwise indicated below.

Activities of Emovid:

  • As appropriate, provide a set of custom tracking codes and/or URLs to be used by the Affiliate.
  • Actively respond to Deal Registration submissions and actively participate in those sales efforts.
  • Provide end-of-month summary reports that include: 1) new users acquired based upon the Affiliate tracking code or Deal Registration and 2) anonymized summaries of the number of Affiliate users

Activities of Affiliate:

  • Promote Emovid to its users and/or members and/or other professional contacts through whatever available channels are readily available. This can include both online and offline channels, as long as the marketing channel is able to support the communication of the unique tracking codes provided by Emovid.
  • Sign up for at least one (1) paid seat license on Emovid. For every provided “Deal Registration” that turns into a formal “Opportunity” whether it closes or not; Affiliate will earn a 1 month credit of free service on Emovid to be utilized at seat renewal. Credits can only used for a maximum of 5 seats full annual seat fees per year (ie- 60 approved Deal Registrations in a 365 day period). If Affiliate does not renew paid seats, accrued credits are lost.

Payment Terms:

  • 20% payment of all service fees collected in the first year of the approved Deal Registration account formally starting a paid relationship with Emovid. Note that this does not include paid in tax nor any free services approved and provided at Emovid’s sole discretion as this 20% payment is only applied toward actual services paid for and provided.
  • Emovid will make this payment to Affiliate within 14 days from the end of the month in which payments are received.