This Affiliate Agreement (“Agreement”) is a binding agreement made and entered into upon Affiliate’s approval to Vavoza’s affiliate program by and between VAVO Marketing LLC aka VAVO aka VAVOZA, a South Dakota limited liability company with a principal place of business at 2601 S Minnesota Ave STE 105-382, Sioux Falls, SD 57105 (“Company,” “we,” or “us”), and Company’s affiliate (“Affiliate” or “you”).

WHEREAS, Company desires to expand its sales reach by establishing an affiliate program and Affiliate desires to participate in such program on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Appointment as Affiliate

Company hereby appoints Affiliate as a non-exclusive affiliate to promote and market Company’s products and services (the “Products”) through approved websites (the “Websites”) and channels (the “Channels”).

2. Affiliate’s Responsibilities

Affiliate agrees to:

• Promote Products: Use commercially reasonable efforts to promote the Products on the Channels in accordance with Company’s brand guidelines and promotional materials provided by Company.
• Comply with Terms of Use: Comply with all terms and conditions of Company’s website, including the Terms of Use.
• Track Sales: Use the tracking codes and links provided by Company to track sales generated through Affiliate’s efforts.
• Report Sales: Provide Company with accurate and timely reports of sales generated through Affiliate’s efforts.
• Maintain Website: Maintain the Channels in a professional and legal manner.
• No False or Misleading Statements: Not make any false or misleading statements about Company or the Products.
• Comply with Laws: Comply with all applicable laws and regulations in connection with its performance under this Agreement.
  
  

3. Company’s Responsibilities

Company agrees to:

• Provide Materials: Provide Affiliate with marketing materials, affiliate links, promotional codes, and other resources necessary to promote the Products.
• Track Sales: Track sales generated through Affiliate’s efforts using the agreed-upon tracking codes and links.
• Pay Commissions: Pay Affiliate the agreed-upon commission for each sale generated through Affiliate’s efforts, in accordance with the Commission Schedule.
• Provide Support: Provide Affiliate with reasonable support in connection with its promotion of the Products.
  
  

4. Commission Schedule and Rate

The commission rate for each sale generated through Affiliate’s efforts will be 50% of the total sale minus taxes and fees. Commissions will be paid on a monthly basis, following verification of sales and deduction of any applicable taxes. Each commission generated by Affiliate must pass Company’s 30-day refund policy.

5. Term and Termination

This Agreement will be effective immediately upon approval to join Vavoza’s affiliate program, and will continue perpetually (the “Term”) for as long as Affiliate is active and approved to promote Company and its Products.

This Agreement may be terminated by Company at any time at Company’s sole discretion without any warning or notice to Affiliate. Affiliate may terminate this Agreement immediately upon written notice to Company for any material breach of this Agreement that is not cured within thirty (30) days after written notice of such breach.

6. Confidentiality

Affiliate agrees to keep all confidential information of Company, including but not limited to marketing materials, customer lists, and pricing information, confidential and not disclose such information to any third party without the prior written consent of Company.

7. Independent Contractor

Affiliate is an independent contractor and is not an employee, agent, joint venturer, or partner of Company. Affiliate is solely responsible for its own acts and omissions and for the acts and omissions of its employees, agents, and subcontractors.

8. Warranties and Disclaimers

COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS OR THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

IN NO EVENT SHALL COMPANY BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, LOST PROFITS, OR LOST REVENUE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws provisions. Any dispute arising out of or relating to this Agreement shall be settled.