Affiliate Program Terms & Conditions

Martialytics Affiliate Referral Program Agreement

This Martialytics Affiliate Referral Program Agreement (this “Agreement”) contains the complete terms and conditions that apply to your participation in the Martialytics Affiliate Referral Program for the Martialytics web application and/or the Martialytics services offered by The Leveque Software Company PTY LTD (collectively, the “Service”). As used in this Agreement, “we,” “us” or “The Leveque Software Company PTY LTD” means The Leveque Software Company PTY LTD, and “you,” “your” or “Affiliate” means you as the affiliate participating in this program. “Affiliate Site” individually and collectively means your website and/or e-mail communications and/or software applications. “Martialytics Affiliate Referral Program” means the program we manage or control by which participating entities place links on their Affiliate Site that connect to the Martialytics website and for which a commission is earned for new Martialytics subscribers.

PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING UP AS AN AFFILIATE UNDER THE MARTIALYTICS AFFILIATE REFERRAL PROGRAM AND CLICKING “SIGN UP” BELOW, YOU HEREBY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS MAY BE SUPPLEMENTED OR REVISED BY THE LEVEQUE SOFTWARE COMPANY PTY LTD FROM TIME TO TIME. YOUR CONTINUED PARTICIPATION IN THE MARTIALYTICS AFFILIATE REFERRAL PROGRAM CONSTITUTES CONSIDERATION AND YOUR ACCEPTANCE OF THESE SUPPLEMENTAL OR REVISED TERMS. IF YOU DO NOT AGREE TO THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER IN SECTION 10, PLEASE DO NOT PARTICIPATE IN THE MARTIALYTICS AFFILIATE REFERRAL PROGRAM OR OTHERWISE STOP YOUR ACTIVITIES PURSUANT TO THIS AGREEMENT.

1. Participation

a. The Leveque Software Company PTY LTD uses Rewardful Inc (“Rewardful”) to manage the Martialytics Affiliate Referral Program. You must sign up for an account with Rewardful to join the Martialytics Affiliate Referral Program. By participating in the Martialytics Affiliate Referral Program through Rewardful, you are agreeing to be bound by the terms and conditions of Rewardful, in addition to The Leveque Software Company PTY LTD’s standard Terms of Service, including our Privacy Policy and all other applicable terms and policies which are incorporated by reference therein. Once registered, and we have approved your enrollment, you become a participant in the Martialytics Affiliate Referral Program. Current and former contractors and employees of The Leveque Software Company PTY LTD or its parent or subsidiaries, and members of the immediate family of such individuals, are prohibited from participation in the Martialytics Affiliate Referral Program.

b. We use Wise.com to remit commissions to our affiliates. In order for us to pay you your commissions, you must have a Wise.com account linked to your Rewardful account. Your use of Wise.com is subject to the terms and conditions of Wise Ltd. For the sake of clarity, Wise.com and Rewardful are third-party service providers, and The Leveque Software Company PTY LTD will not have any liability or support obligations for any issues relating to your Wise.com account or Rewardful account.

c. Affiliates are not eligible for commissions from their own personal accounts or any account directly linked to them, including referred accounts with exact same names, billing address, or e-mail addresses.

d. We currently offer affiliates the following commissions for referred accounts based on the monthly recurring revenue (“MRR”) of referred client accounts active at the time of billing: 40% commission of each referred billing, for a period of up to 12 months.

2. Promotion

a. Once you have signed up as an Affiliate under the Martialytics Affiliate Referral Program, you will be provided with a unique referral link through Rewardful (“Link”) that links to the Martialytics website. Whenever you tell a potential new subscriber about the Service, you or the potential new subscriber will just use that Link, and we will take care of the rest. You must use the Link; otherwise, we will have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. To qualify under the Martialytics Affiliate Referral Program, any new subscriber must not have been a previous subscriber to any of the Service.

b. You and The Leveque Software Company PTY LTD will cooperate in good faith to promote the Service. Each Link may permit recipients to navigate directly to a page on the Martialytics website designated by us via a special tagged link format.

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3. Use of Martialytics Trademarks

a. The Leveque Software Company PTY LTD hereby grants to you during the Term (defined in Section 6 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the Martialytics website and to use The Leveque Software Company PTY LTD’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Service.

b. The foregoing license does not include the right to, and Affiliate will not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks, or trademarks. Affiliate will comply with any trademark usage guidelines and instructions provided by The Leveque Software Company PTY LTD in connection with Affiliate’s use of the Marks. We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at The Leveque Software Company PTY LTD’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks. Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to The Leveque Software Company PTY LTD’s prior review and approval, and Affiliate will furnish to The Leveque Software Company PTY LTD an advance copy of each such item. All goodwill arising from Affiliate’s use of the Marks will inure solely to the benefit of Martialytics. Affiliate will at all times maintain a high level of quality for the Affiliate Site.

c. Except as set forth above, we each reserve all right, title, and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.

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4. Restricted Activities

a. General Restrictions. Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for The Leveque Software Company PTY LTD and the Service. Without limiting the generality of the foregoing, Affiliate will not:

i. use any inappropriate form of promotional, marketing, or advertising activity with your Link or Affiliate Site, which includes the use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to The Leveque Software Company PTY LTD and the Service;

ii. engage in any unfair or deceptive trade practice involving the Service;

iii. participate in any promotion, advertising, marketing, or sale of any imitation of the Service;

iv. include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities; violates intellectual property rights of third parties; or contains or promotes deceptive information;

v. impersonate any employee of The Leveque Software Company PTY LTD or its parent or subsidiaries;

vi. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by The Leveque Software Company PTY LTD;

vii. use the string “Martialytics” for any website domain name;

viii. spam or send bulk-emails including Links;

ix. use paid advertising, search, or social pages for promoting Links;

x. use its own Link to purchase any Service; and

xi. make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Service that is inconsistent with The Leveque Software Company PTY LTD’s standard terms and policies, or that has not been approved or otherwise authorized by The Leveque Software Company PTY LTD in writing.

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5. General Provisions

a. You and Martialytics are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture, or employment relationship between you and us.

b. Neither you nor we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

c. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Illinois, without reference to its conflict of laws provisions. You and The Leveque Software Company PTY LTD expressly agree to exclusive jurisdiction in any competent court in Chicago, Illinois.

d. Any notices under this Agreement will be given in writing. Notices may be given via electronic means, including by The Leveque Software Company PTY LTD sending an email notification to the address associated with your account or providing notice through the Service, and will be deemed delivered and given for all purposes on the sent date, but, in the case of notices to The Leveque Software Company PTY LTD, only if The Leveque Software Company PTY LTD has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to The Leveque Software Company PTY LTD will be sent to: Attention: Martialytics Affiliate Referral Program, PO Box 252, South Perth WA 6951, Australia.

e. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

f. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

g. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be supplemented or revised by The Leveque Software Company PTY LTD from time to time.

h. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

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