TERMS AND CONDITIONS OF THE METTA TECHNOLOGIES AFFILIATE PROGRAM

This agreement (the Agreement) is made between Metta Technologies (the Company) and Affiliate, and collectively, the Parties) for participation in the Company’s affiliate program.

Affiliate wishes to include certain materials that promote the Company and include a link to the Company’s website within those materials on Affiliate’s website;

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

1. Promotional materials.
   Company will make available to Affiliate certain banner advertisements, button links, text links and/or other graphic or textual material for display and use on Affiliate’s website (the Promotional Materials). Partner shall display the Promotional Materials on Partner’s website prominently and as Partner deems appropriate, provided that the manner of display is subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to the Company’s website, as specified by the Company.
2. Use of Promotional Materials.
   Affiliate’s use and display of the Promotional Materials on Affiliate’s site shall be subject to the following terms, conditions and specifications:
   1. Affiliate may not use any graphic, textual or other materials to promote the Company’s website, products or services other than the Promotional Materials, unless the Company agrees to such other materials in writing prior to their display.
   2. Affiliate may use the Promotional Materials only for the purpose of promoting the Company’s website (and the products and services available on the Company’s website) and to link to the Company’s website.
   3. You shall not alter, add to, subtract from, or otherwise modify the Promotional Materials as prepared by the Company. If you wish to alter or modify the Promotional Materials, you must obtain Company’s prior written consent to such alteration or modification.
   4. Promotional Materials will be used to link only to the Company’s website, to the specific page and address specified by the Company.
3. License.
   Company hereby grants Affiliate a non-exclusive, non-transferable license (the License) to use the Promotional Materials as specified in the terms and conditions of this Agreement. The term of this Agreement shall expire at the close of the calendar year in which it is entered into or at the termination of this Agreement.
4. Intellectual property.
   Company retains all right, title and interest in the Promotional Materials and in any copyright, trademark or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any right, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the 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 the Company and Affiliate. Affiliate will provide services for the Company as an independent contractor. Affiliate shall have no authority to bind the Company in any agreement, nor shall Affiliate be deemed to be an agent of the Company in any respect.
6. Commissions.
   1. In exchange for Affiliate’s display of the Promotional Materials, and Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company will pay Affiliate a commission (the Commission) equal to a percentage of the net value of the product sold to a user who accesses the Company’s website through a link on Affiliate’s website. The percentage in effect may vary depending on the specific program in which the Affiliate is enrolled. This percentage is subject to change by the Company at any time. The Company will notify the Affiliate of any change in the commission percentage to the email address available to the Affiliate. Commission will be based on purchases made by a user for any new purchases during the term of this agreement.
   2. The Company will maintain accurate and up-to-date records of the data used to determine the total amount of Commissions due to Member. You will have reasonable access to these records upon request. Any discrepancy between the amount of Commissions due according to these records and the actual amount of Commissions paid to the Affiliate in any period or periods shall be rectified by the Company within 14 days after discovery or communication of such discrepancy.
   3. Commissions are held for a period of 1 to 2 months from any purchase to protect the Company in the event of a chargeback. The Company will pay all Commissions accrued and payable to the Affiliate within 7 days of the first day of each month (the Commission Payment Date). If on any Commission Payment Date, the total amount of Commissions accrued and payable to Member is less than $50.00, such accrued and payable balance will be carried over to the next month and paid along with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is withheld for 2 consecutive months, the Company will pay all accrued and payable Commissions to the Member in the third month, regardless of the total amount due. Payment is made through the Affiliate’s established account.
   4. n the event that Affiliate materially breaches this Agreement and the Company terminates this Agreement within 30 days after such breach, all accrued and payable Commissions due to Affiliate shall be forfeited, and the Company shall not be obligated to pay such Commissions to Affiliate.
7. Affiliates’ Representations and Warranties.
   The Affiliate represents and warrants the following:
   1. The Affiliate has the legal authority to enter into this Agreement and to be bound by the promises, covenants and other obligations set forth in this Agreement.
   2. The affiliate’s web site does not contain any material that is:
      1. Sexually explicit, obscene or pornographic;
      2. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, slanderous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
      3. Solicitation or promotion of any illegal behavior
   3. Affiliate has obtained any necessary clearances, licenses or other permissions for any intellectual property used on Affiliate’s website. Nothing on the Affiliate’s website is known to infringe 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.
   4. Affiliate shall not use the Promotional Materials in any manner other than as set forth in Section 2 above.
   5. Affiliate shall not make any claim of ownership of the Promotional Materials, or the copyright, trademark or other intellectual property therein.
   6. Affiliate will not post or distribute any advertising materials for Affiliate’s website that reference the Company or the Company’s website unless the Company gives its prior written consent to the distribution of such materials. Affiliate will not use the Company’s name (or any name that is similar to the Company’s name and may be confusingly similar) for any purpose on its website, in its promotional materials or in any other context, except to promote the Company’s website as specified in this Agreement. Affiliate shall not register any domain name that incorporates the Company’s name, or is confusingly similar to the Company’s name.
   7. The Affiliate shall not participate in the distribution of unsolicited bulk e-mails (spam) in any manner that mentions or references the Company or the Company’s website.
8. Indemnification.
   You will indemnify the Company and hold the Company harmless from any claims, damages, judgments, suits, actions, complaints or other costs arising from any breach of your warranties set forth in Section 7 above. You will also indemnify and hold harmless the Company for any damages, losses or other costs arising out of your use or misuse of the Promotional Materials.
9. Confidentiality.
   Any information to which Affiliate is exposed by virtue of its relationship with the Company under this Agreement, which information is not available to the general public, shall be considered Company Confidential Information. Affiliate may not disclose any Company Confidential Information to any person or entity, except as required by law, unless Affiliate obtains the Company’s prior written consent to such disclosure.
10. Term.
    1. This Agreement shall become effective immediately upon acceptance of the Affiliate by the Company into the program and shall remain in full force and effect until terminated in accordance with this Section 10.
    2. 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 7 days prior to the intended date of termination.
    3. The initial term of this agreement will terminate at the close of the calendar year. The Company shall have the option to renew the Affiliate to participate in the program in the following year under the terms of the successor Agreement.
    4. The Company will provide notice via the Affiliate’s registered email address at least 30 days prior to any change in the terms of the Agreement or changes provided for in any successor Agreement.
11. Taxes.
    The Company shall not be liable for any taxes owed by Affiliate arising out of Affiliate’s relationship with the Company as set forth in this Agreement. The Company will not withhold any taxes from the Commissions paid to Affiliate.
12. Limitation of liability.
    The 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 or not the Company knew or should have known or should have known 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 Promotional Materials, or other provision 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 together shall constitute one agreement.
14. Divisibility.
    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 shall be held invalid or unenforceable by any court of competent jurisdiction, and if the limitation of such provision would render the provision valid, then such provision shall be deemed limited.
15. Headings.
    The section headings herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
16. Full agreement.
    This Agreement constitutes the entire agreement between the Company and Affiliate, and supersedes any prior understandings or representations of any kind prior to the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

Revised March 17, 2022.

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