Ethika Affiliate Campaign AgreementThis Affiliate Campaign Agreement (this "Agreement") is made between You, the Affiliate (“Affiliate”, "You", or generally "partner") and Ethika, Inc. ("Ethika", "We", "Our", or "Us"). Your agreement with Partnerize, as the technology provider is available here: https://partnerize.com/legal/partner-terms-and-conditions.This is the agreement that will govern Your participation in an affiliate program (the "Campaign") through Partnerize with Ethika. Any partner that breaches any of the terms of this agreement may face and or all of the following penalties imposed by Ethika. in its sole discretion and depending on the severity and damage caused to the Ethika brand:• Immediate removal from the campaign, and potentially other campaigns within our Partnerize network.• Rejection of commissions generated within Partnerize.• Freezing of all outstanding commission payments within Partnerize.By accepting the terms and conditions of this Agreement and Campaign in Partnerize, You agree that You have read and understood this Agreement, and therefore will be liable in the event of a breach of any of this Agreement.In consideration of the promises set forth below, each party agrees as follows:1. Partner Participation and Promotional MethodsEven if You are accepted to the campaign, We reserve the right to re-evaluate Your participation at any time. We may reject Your request or remove Your participation at any time without notification if We determine that Your "Affiliate Site" (defined as each Affiliate’s website which, pursuant to this Agreement, provides an Ethika Tracking Link to the Ethika website) is not suitable for our campaign and brand, including if :• Your Affiliate Site contains content which is unlawful or promotes illegal activities, including infringes of copyright or attempts to help others infringe copyright/intellectual property.• Your Affiliate Site contains content which promotes discrimination, harassment, violence, or any other behaviors which are unacceptable to Us in our sole discretion.• Your Affiliate Site content includes misleading or false information regarding our brand and products/services offered.o This includes promoting false or invalid voucher/coupon codes on Your Affiliate Site.o Only voucher codes found in the Partnerize platform or provided directly to You by Us are applicable to listed on Your Affiliate Site and to be awarded commission.• Your Affiliate Site impersonates our brand, either directly or via misspellings or variations of our brand name.• You are found to be generating Partnerize tracked events ("Conversions") with false information or sales.o This may also include incentivizing Your audience to complete actions on our Affiliate Site in a way that has not been approved before by Us.• You are found to be actioning paid search, pay-per-click (PPC), search engine marketing (SEM), ™+ or email marketing activity related to Our brand, without prior written consent.o If permission is required, a proposal should be sent by You directly to the Brand Contact Email listed in Partnerize to request written approval from Us.2 Commission and Linking2.1 From time to time, We will arrange on the Partnerize platform to pay participating partners a specified monetary amount ("Commission") in return for certain advertising services leading to a unique link ("Tracking Link") that tracks the activity of partners and their users for Brands. Commission will be awarded to the last participant in the user journey ("Last Click"), and within the window listed in Partnerize ("Cookie Period") unless agreed otherwise with Us.2.2 At any time, We may, with or without notice, (a) change, suspend, or discontinue any aspect of a Tracking Link or a Commission, or (b) remove, alter, or modify any Content. You agree to promptly implement any request from Us to remove, alter or modify any such Content.2.3 Subnetwork partners or partners referring traffic agree to share details of who is promoting Our brand and campaign via Your platform. Partners who do not agree may be removed from the campaign and have any earned Commissions canceled.2.4 The final determination of whether a commission is payable will be made by Us. For the avoidance of doubt, if the product or service is returned in part or in full, the Commission shall be amended or canceled by Us to reflect this full or part return.2.5 We reserve the right to change or reject any aspect of a conversion or commission.2.6 We agree to review disputed sales ("Transaction Queries"), submitted through the Partnerize platform. If there is not enough supporting information provided by the partner, We reserve the right to change or reject these queries. By accepting this agreement, You hereby agree to submit any Transaction Queries in a timely manner, and no later than thirty (30) days from the transaction date. Any transactions submitted after this thirty (30) day period are at Our discretion to review.2.7. You are responsible for notifying Us and Partnerize of any malfunctioning of the Tracking Links or Content, or other problems with Your participation in the Campaign. We will respond promptly to all concerns upon receipt of Your notification.2.8 You hereby agree that the links on Your Affiliate Site comply with the requirements specified in this Agreement.3 Creative Content; License and Use of Logos and Trademarks3.1 From time to time, We will arrange on the Partnerize platform creative materials to promote Our brand ("Content") to display on Your Affiliate Site. These are provided in the form of image, HTML, text and/or product feeds, which will include a Tracking Link. You should not use any Content on Your Affiliate Site which is not available within Partnerize or provided by Us.3.2 We grant to You a non-exclusive, non-transferrable, revocable, limited right and license during the term of this Agreement to the any and all materials actively licensed to You by Us ("Licensed Materials") to: (i) display the Tracking Link (or any other text or graphics that We explicitly grant You permission to display) on Your Affiliate Site, solely for the purposes of this Agreement. You may not alter, modify, or change the Licensed Materials. You are entitled to display the Licensed Materials only during the term of this Agreement.3.3 You shall not use any Licensed Materials (i) in any manner that disparages Us or otherwise portrays Us in a negative light, or (ii) for purposes other than advertising the Ethika products on Your Affiliate Site without obtaining Our prior written consent. You agree to follow all policies regarding Licensed Materials provided to You by Us from time to time. We reserve all rights in the Licensed Materials and in all other Ethika copyrights, trademarks, tradenames, and other intellectual property.3.4 You grant to Us a non-exclusive license during the term of this Agreement to utilize the trademarks used on Your Affiliate Site, as the foregoing may be changed or altered by you from time to time, solely for the purposes of advertising, marketing, promoting, and publicizing in any manner Our rights hereunder; provided, however, that We shall not be required to advertise, market, promote, or publicize Your Trademarks.3.5 These licenses shall terminate upon expiration or earlier termination of this Agreement.4 Obligations Regarding Your Affiliate Site4.1 You shall be solely responsible for the creation and operation of Your Affiliate Site and for all materials that appear on Your Affiliate Site. Such responsibilities include, but are not limited to (i) the operation, design, and coding of Your Affiliate Site, (ii) the operation and maintenance of Your computer equipment, (iii) uploading and displaying the Ethika Link, (iv) the accuracy and propriety of materials posted on Your Affiliate Site, (v) the legality of Your use of information about your users that you collect via Your Affiliate Site, and (vi) ensuring that materials posted on Your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous, obscene, illegal, or otherwise objectionable to Ethika.4.2 You shall not:• Cause Your Affiliate Site to be a copy of or to resemble the look and feel of www.ethika.com (the "Ethika Site"), or any other website maintained and/or operated by Ethika;• Create the impression that Your Affiliate Site is the Ethika Site or any part of it, or any other website maintained and/or operated by Ethika;• Frame any page of the Ethika Site with Your Affiliate Site (including but not limited to pages of the Ethika Site opened by users of Your Affiliate Site via an Ethika Link) or otherwise create an appearance that a visitor to Your Affiliate Site is visiting the Ethika Site or the appearance that a visitor to the Ethika Site is visiting Your Affiliate Site;• Include price information regarding any Ethika products on Your Affiliate Site;• Infringe, misappropriate, or violate any third party’s copyrights, trademarks, or other intellectual property rights on Your Affiliate Site;• Make any representations, warranties (express or implied) or covenants regarding Ethika, the Ethika Site or the Ethika products on Your Affiliate Site;• Send unsolicited commercial advertisements using Ethika Marks;• Publish or distribute any statement or written material that makes reference to Ethika or this Agreement without first submitting such material to Ethika and receiving its written consent;• Violate any federal, state, or local law, rule, or regulation or Ethika prohibition with respect to the subject matter of this Agreement including, but not limited to claims for unsolicited email (spamming) or under the CAN-SPAM Act of 2003, or other violations of third-party intellectual property rights, rights of privacy, including but not limited to the Children's Online Privacy Protection Act of 1998 ("COPPA"), or publicity rights;• Directly or indirectly provide any incentives, kickbacks, discounts, or other forms of consideration for purchasing from Ethika via Your Affiliate Site; or• Set up your site in such a manner that pulls internet traffic away from the Ethika site;• "Scrape" or "spider" the Ethika site or its affiliates’ sites for content (such as images, logos, or text);• Employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Commissions to or from any website or fabricate the use of Qualifying Links;• Install spyware on another person’s computer or cause spyware to be installed on another person’s computer;• Engage in any link cloaking or link masking;• Upload, post, email, otherwise transmit or post links to any material that contains software viruses, worms, malware, disabling codes, trojan horses, time bombs, trap doors, or any other computer code, files, or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software, operating environment, hardware, or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of any internet user’s equipment or the Ethika Site;• Post, upload, email, otherwise transmit or post links to any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, or obscene, pornographic, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically, or otherwise objectionable; or• Attempt to modify or alter the Ethika Site in any way.4.3 Except to the extent that you have received permission from Ethika in writing, Your Affiliate Site shall not contain any content from the Ethika Site or any materials which are proprietary to Ethika, other than the Licensed Materials. You further agree that:• You will not use (except as provided in this Agreement) and have not registered and will not register any Ethika or its affiliates’ name, domain name, or trademark (or confusingly similar name, domain name ,or trademark) including but not limited to the following, which may be updated from time to time at Ethika’s sole discretion: "Ethika," "With You Everywhere," "Ethika Music," or any variation thereof (collectively, the "Ethika Marks");• You will not purchase or otherwise contract with a third party to exploit any of the Ethika Marks for the purpose of causing Your Affiliate Site to appear as a search result in any search engine or for any other reason. Examples of these prohibited keywords include, but are not limited to: "Ethika.com," "Ethika," "With You Everywhere," "Ethika discounts,” and “Ethika coupons”;• You will not use or incorporate any Ethika Marks or misspellings or variations thereof in the domain name(s) of your site(s) or any meta tags of web pages comprising your site(s), in hidden text or source code, or searchable keywords, or otherwise cause Your Affiliate Site to appear as a search result in any search engine using Ethika Marks or misspellings or variations thereof; and• if Your Affiliate Site donates any portion of its Commissions or other referral fees to any school, foundation, or charitable organization, you will not state or imply that Ethika in any way endorses such activities or is responsible in any way for the inclusion and donation of funds associated with Your Affiliate Site.• You will make available to traffic to Your Affiliate Site only those discount codes that have been authorized for your use by the express written consent of Ethika.• Ethika has the right in its sole discretion to monitor Your Affiliate Site to determine if you are in compliance with the terms of this Agreement. If Ethika determines in its sole discretion that you are not in compliance, Ethika may terminate this Agreement immediately, and you shall immediately cease using the Ethika Link, Ethika Marks, and the Licensed Materials.5 Agreement Term5.1 The term of this Agreement will begin upon Our acceptance of your application to the Ethika Campaign and will end immediately upon termination by either party. Either party may terminate this Agreement at any time, in its sole discretion and for any or no reason, by providing the other party with written notice of termination.5.2 Upon termination by either party:• You shall immediately remove from Your Affiliate Site and cease your use of all Ethika links (including without limitation, the Tracking Link), Licensed Materials, and Ethika Marks.• The terms of Sections 6, 7, 8, 9, 10 and 11 shall survive the expiration or termination of this Agreement for any reason.6 DisclaimersTHE ETHIKA SITE, THE ETHIKA AFFILIATE NETWORK, THE ETHIKA LINKS AND THE LICENSED MATERIALS ARE PROVIDED "AS IS WHERE IS" WITHOUT ANY WARRANTY OF ANY KIND. WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE ETHIKA SITE, THE TRACKING LINK, THE LICENSED MATERIALS, THE ETHIKA AFFILIATE NETWORK OR ANY ETHIKA PRODUCTS SOLD THROUGH THE ETHIKA AFFILIATE NETWORK, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, (I) WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE ETHIKA SITE WILL BE UNINTERRUPTED OR ERRORFREE, AND (II) WE DISCLAIM ALL RESPONSIBILITY AND LIABILITY WITH RESPECT TO THE OPERATION AND CONTENT OF YOUR AFFILIATE SITE.7 Representations and WarrantiesYou represent and warrant to Us as follows:• There is no pending or, to the best of Your knowledge, threatened, claim, action, or proceeding against You, or any of Your affiliated persons, entities, or companies, with respect to the execution, delivery, or consummation of this Agreement, or with respect to the Your Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.• Your Affiliate Site complies with all applicable laws, rules, and regulations and contains a privacy policy that complies with all applicable laws, rules, and regulations, and you have not, at any time, violated the terms of the privacy policy on Your Affiliate Site.• Content and material on Your Affiliate Site will not (i) infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any third party; (ii) violate any publicity or privacy right of any third party; (iii) violate any applicable law, statute, ordinance, rule, or regulation; (iv) be defamatory or libelous; (v) be lewd, pornographic, or obscene; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation, or disability; or (viii) contain viruses, trojan horses, worms, time bombs, cancelbots, or other harmful or deleterious programming routines.• If you are a natural person (as opposed to a corporation or other entity), you are at least eighteen (18) years of age.8 ConfidentialityExcept as otherwise provided in this Agreement or with the consent of the other party hereto, each party (the "Receiving Party") agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning the other party (the "Disclosing Party") or its affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the Receiving Party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than the Disclosing Party or its affiliates. Notwithstanding the foregoing, the Receiving Party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.9 Limitation of LiabilityWE WILL NOT BE LIABLE FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE ETHIKA  AFFILIATE NETWORK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU FOR DAMAGES SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE TOTAL COMMISSIONS PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.10 IndemnificationYou shall indemnify and hold harmless Ethika, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and expenses) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereto) arise out of or are based on: (a) any claim that Ethika’s use of the Trademarks infringes any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary, publicity or privacy right of any third party; (b) any breach of Your warranties, representations or covenants contained herein; (c) any claim related to Your Affiliate Site, including, without limitation, the development, operation, or maintenance of Your Affiliate Site or content contained therein; (d) any third party claim against You; or (e) any claim that You have breached a duty to, or otherwise wronged or harmed, any third party.11 Miscellaneous11.1 This Agreement will be governed by the laws of the United States and the State of California, without reference to its rules regarding choice of law. Any dispute relating to this Agreement which is not settled between the parties must be determined in an action brought in the federal or state courts located in Orange County, California, and you irrevocably consent to the jurisdiction of such courts.11.2 You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns. Our waiver of your breach of this Agreement shall not be deemed a waiver of any other or subsequent breach.11.3 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. We may modify any of the terms and conditions (including without limitation terms and conditions related to Commission rates and usage of the Licensed Materials or Ethika Marks) contained in this Agreement at any time in its sole discretion upon written notice to You. If any material modifications are made to this Agreement, We will notify You by email using the partner contact email address listed in Partnerize. It is Your responsibility to keep Your partner/company email address updated in Partnerize. IF YOU DO NOT AGREE TO THE TERMS OF SUCH MODIFICATION, YOU SHALL PROVIDE NOTICE OF TERMINATION TO US. OTHERWISE, YOUR CONTINUED PARTICIPATION IN THE ETHIKA AFFILIATE NETWORK FOLLOWING ANY SUCH MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE OF THE MODIFICATION. YOU MAY NOT MODIFY THIS AGREEMENT. --Updated: April 15, 2023