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Partner Program Agreement

The following is a list of our complete terms and conditions that apply to all members of the Accumula Partner Program. Please read this agreement to its entirety.

BY SUBMITTING THE APPLICATION FORM OR LINKING TO THE ACCUMULA PARTNER PROGRAM WEBSITE YOU ARE DEEMED TO HAVE AGREED TO BE BOUND TO THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.

Please read the “Terms of Service” for the complete picture of your legal requirements. By using Accumula or any Accumula services, you are agreeing to these terms. Be sure to occasionally check back for updates.

1. DEFINITIONS

1.1. Acquisition.

Shall mean a monetary transaction made by a Lead who opens a Accumula account and purchases a product or service .

1.2. Partner.

Shall mean a Prospective partner that has (a) been attributed to Accumula Partner pursuant to Accumula’s customary tracking protocols, including but not limited to, the use of Accumula unique partner identification code, cookies or otherwise, (b) been accepted by Accumula, in its sole and absolute discretion, © registered as a “Accumula Partner” on the Registration Page and thereafter.

1.3. Creative.

Shall mean any marketing and/or promotional materials relating to Accumula and/or Accumula brands that are promoted by Accumula and Accumula Related Entities as Accumula deems necessary or appropriate.

1.4. Confidential Information.

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. Accumula

Accumula refers to the software platform available via the Accumula website and any associated websites including www.Accumula.co, www.Accumula.com, and any others.

1.6. Lead.

Any unique user that has registered for a paid Accumula account introduced by an Accumula Partner that actively promoted the Platform. A Lead cannot be a company owned by a Accumula Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.

1.7. Malware and Spyware.

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.8. Names and Trademarks.

Any names and/or trademarks or any other protected marks associated with Accumula and GoodWorks.

1.9. Opt-in List.

An “opt-in” e-mail address is a list of emails where the individuals on the list have expressly elected to receive e-mails from Accumula Partner.

1.10. Prospective Partners.

Any other marketing organizations and/or website owners and/or operators that may be Potential partners of Accumula.

1.11. Related Entity[ies].

Any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Accumula; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.12. Territory.

Any area, location, territory or jurisdiction as defined by Accumula from time to time and subject to the terms of use of the Accumula products and services.

1.13. Websites.

Any Accumula account associated with websites that are managed by an Accumula Partner that currently have or will have a marketing arrangement with Accumula.

1.14. Term

“Lifetime” refers to the period of time the account is in existence, and/or the period of time the Accumula Partner has an partner relationship with the company, and/or the period of time the Accumula Partner has an active partner account.

2. RESPONSIBILITIES OF PARTNER.

2.1. Activities.

The Accumula Partner will use its best efforts to (a) promote and market Accumula products, and (b) identify for Accumula prospective Leads. In no event shall Accumula Partner engage in any marketing or promotional activity related to Accumula in any area, location, territory or jurisdiction outside of the Territory as defined by Accumula from time to time. Accumula Partner shall bear all costs and expenses for such activities unless otherwise determined by Accumula, in its sole discretion.

2.2. Creative.

All Creative will be solely provided by Accumula alone except where agreed to by Accumula in writing in advance. Accumula will provide Accumula Partner with copies of or access to Creative. The Creative shall be provided by the Accumula Partner Manager. The Creative is provided “AS IS” AND WITHOUT WARRANTY of any kind.

2.3. Use of Creative.

Accumula Partner may display Creative on the Websites solely for the purpose of marketing and promoting Accumula brands promoted by Accumula and by Accumula Related Entities during the term of this Agreement, or until such earlier time as Accumula may, upon reasonable prior notice, instruct Accumula Partner to cease displaying the Creative. Accumula Partner may not alter, amend, adapt or translate the Creative without Accumula’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of Accumula or any of Accumula Related Entity. The Creative shall at all times be the sole and exclusive property of Accumula and no rights of ownership shall at any time vest with the Accumula Partner even in such instances where the partner has been authorized by Accumula to make changes or modifications to the Creative.

2.4. E-Mail Internet Marketing.

In no event shall Accumula Partner engage in any e-mail marketing or promotion with respect to Accumula, any Accumula Related Entity except as expressly set forth in this Agreement. In the event that Accumula Partner has an Opt In List, Accumula Partner may make a written request to Accumula to send e-mails regarding the offering of Accumula and Accumula Related Entities to the individuals on the Opt-in List. In the event Accumula approves such request, Accumula Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, Accumula Partner shall (a) not send any e-mail regarding Accumula and/or Accumula Related Entities to any individual or entity that has not requested such information (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding Accumula, Accumula Related Entities and/or the Accumula platform.

2.5. Unauthorized & Prohibited Marketing Activities.

In addition to the restrictions of Section 2.4 above, Accumula Partner shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Accumula, Accumula Related Entities and/or GoodWorks, (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Accumula, Accumula Related Entities and/or Accumula, make any false, misleading or disparaging representations or statements with respect to Accumula, Accumula Related Entities or GoodWorks or (d) engage in any other practices which may affect adversely the credibility or reputation of Accumula, Accumula Related Entities or GoodWorks, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

2.6. Prohibited Marketing Activities by a Partner.

A Accumula Partner shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Accumula or Accumula Technologies’ trademarks and/or variations and misspellings thereof.

2.7. Compliance with Laws.

In addition to, and without limiting the provisions of this Agreement, Accumula Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

2.8. Partner Duty to Inform.

Accumula Partner shall promptly inform Accumula of any information known to Accumula Partner related to any Leads, Prospective partners that could reasonably lead to a claim, demand or liability of or against Accumula and/or the Accumula Related Entities by any third party.

3. FEES & PAYMENTS.

Accumula Partner shall be entitled to receive the Fees as set forth below under “Accumula Partner Commercial Terms” (the “Fees” and/or the “partner Fees”). The Fees shall be due on a periodic basis in accordance with the date of sign up to the partner Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Accumula reserves the right to demand and receive information about any Lead and to asses the competency of such Lead for payments. Accumula reserves the right to modify the Fee structure and/or the payment terms at any time upon reasonable advance notice to Accumula Partner. Accumula shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Accumula Partner.

4. TERMINATION.

4.1. Termination.

Accumula may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Accumula Partner.

Fraudulent or other unacceptable behaviour as defined by Accumula can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the Accumula Partner.

Accumula Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to Accumula.

4.2. Consequences of Termination.

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) Accumula Partner shall immediately cease displaying any Creative on any Website or otherwise and ( c) all rights granted to Accumula Partner hereunder will immediately cease.

5. PROPRIETARY RIGHTS.

5.1. Proprietary Rights of Accumula.

As between Accumula Partner and Accumula, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Accumula or otherwise related to Accumula, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Accumula Property”) shall be and remain the sole and exclusive property of Accumula. To the extent, if any, that ownership of any Accumula Property does not automatically vest in Accumula by virtue of this Agreement, or otherwise, Accumula Partner hereby transfers and assigns to Accumula, upon the creation thereof, all rights, title and interest Accumula Partner may have in and to such Accumula Property, including the right to sue and recover for past, present and future violations thereof.

5.2. Accumula Trademarks.

During the term of this Agreement, Accumula hereby grants to Accumula Partner a limited, revocable, non-exclusive and non-transferable license to display the Accumula trademarks, solely as necessary to perform Accumula Partner’s obligations under this Agreement. Accumula Partner acknowledges and agrees that: (a) it will use the Accumula trademark only as permitted hereunder; (b) it will use the Accumula trademark in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Accumula; © the Accumula trademark are and shall remain the sole property of Accumula; (d) nothing in this Agreement shall confer in Accumula Partner any right of ownership in the Accumula trademark and all use thereof by Accumula Partner shall inure to the benefit of Accumula; and (e) Accumula Partner shall not, now or in the future, contest the validity of any Accumula trademarks or use any term or mark confusingly similar to any Accumula Trademark.

6. CONFIDENTIALITY.

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

7. NON-COMPETE.

Any Accumula Lead registered by Accumula Partner shall be considered a potential opportunity for any Accumula Product or Service offerings. However, Accumula and Accumula Related Entities shall not directly solicit Accumula Leads registered by Accumula Partners for services normally handled by the Accumula Parter as part of their existing professional relationship with the Accumula Lead. Should an Accumula Lead approach Accumula or Accumula Related Entities directly requesting service, sales, or support beyond Accumula Product or Service offerings, Accumula agrees to notify Accumula Partner of such requests within a reasonable timeframe to allow Accumula Partner to find remedy with Accumula Lead. If Accumula Lead chooses to engage with Accumula or Accumula Related Entities for services, support, or sales of related products, this will be considered to be at Accumula Lead’s sole discretion and Accumula and Accumula Related Entities will be held harmless in such case.

8. DISCLAIMER OF WARRANTY.

ACCUMULA MAKES NO WARRANTIES HEREUNDER, AND ACCUMULA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, ACCUMULA FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORMS DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION, INCLUDING, BUT NOT LIMITED TO, THE TERRITORY. ACCUMULA PARTNER UNDERSTANDS AND AGREES THAT THE PLATFORMS MAY NOT SATISFY ALL OF THE LEADS’ REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE.

9. LIMITATION OF LIABILITY AND INDEMNIFICATION.

9.1. Limitation of Liability.

ACCUMULA SHALL HAVE NO LIABILITY WITH RESPECT TO THE PLATFORMS OR ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF ACCUMULA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, ACCUMULA/GOODWORKS’ LIABILITY TO ACCUMULA PARTNER UNDER THIS AGREEMENT FOR ANY REASON WILL BE LIMITED TO THE AMOUNTS PAID TO PARTNER BY ACCUMULA DURING THE SIX(6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

9.2. Indemnification.

9.2.1. Accumula Partner Indemnification.

Accumula Partner agrees to indemnify, defend and hold harmless Accumula and any Accumula Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Accumula Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Accumula Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Accumula and Accumula Related Entities granted by Accumula Partner to any Lead, Prospective partner or other third party.

9.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Accumula Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Accumula Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

10. NON-EXCLUSIVE REMEDIES.

In the event (a) Accumula Partner markets or promotes Accumula and/or any Accumula Related Entity that promotes the Accumula platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Accumula under this Agreement and under applicable law, Accumula shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and Accumula Partner’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to Accumula Partner hereunder and (iv) be indemnified for any losses, damages or liability incurred by Accumula in connection with such violation, in accordance with the provisions of Section 8 above.

11. GENERAL PROVISIONS.

11.1. Force Majeure.

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

11.2. Independent Contractors.

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity 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, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

11.3. Notice.

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or ( c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

11.4. No Waiver.

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

11.5. Entire Agreement.

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

11.6. Assignment.

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Accumula Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Accumula’s prior written consent, to be given or withheld in Accumula’s sole discretion.

11.7. Applicable Laws.

This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Washington, USA. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the State of Washington, USA, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

By signing up Accumula Partner hereby fully agrees with all terms and provisions.

12. ACCUMULA PARTNER COMMERCIAL TERMS.

12.1. Revenue Sharing Plans.

All Fees payable to a Accumula Partner will be calculated based on the Reference Plan (as defined below).

The “Reference Plan” is a revenue sharing plan applicable where a Accumula Partner introduces Accumula to a Lead. Under the Reference Plan, such Accumula Partner is entitled to twenty percent (20%) of the total revenue received by Accumula from such client, with Accumula being entitled to the remaining eighty percent (80%).

12.2. Payment Under Plans.

Payments due under the Reference Plan will be distributed to the Accumula Partner once per month (the “Payment Period”). If the account balance of a Accumula Partner is less than USD$50 at the end of the Payment Period, such funds will remain in the account until the end of the first Payment Period in which the account has USD$50 or more.

Notwithstanding the definition in of Reference Plan in 1.14, Accumula shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by a Accumula Partner.

Accumula reserves the right to cancel or modify the Accumula Partner Program Agreement in its entirety, including Fees & Payments and the Accumula Partner Commercial Terms, upon 60 days’ notice to a Accumula Partner.

13. ADDITIONAL CONSIDERATIONS.

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the partner program with Accumula you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to Accumula. For further information you may refer to the statement released by the FTC regarding these guidelines.

Last updated: March 24, 2014

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