Affiliate Agreement

Terms and Conditions for Monkeman Affiliates Definition of Terms Company means MonkeWorld International ApS a private limited liability company incorporated Copenhagen, Denmark. Affiliate means a person who engages the company in a bid to sell the products subject to this agreement. Party or Parties means Company and or Affiliate. Affiliate Dedicated Link means Uniform Resource Locater belonging to the Affiliate. Terms and Conditions means terms and conditions as specified herein in this website and updated from time to time. Privacy Policy means the privacy policy as stipulated in this website and updated from time to time. BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT. 1. APPOINTMENT AFFILIATE 1.1 Affiliate, hereby confirms the consent to become an Affiliate of the Company by accessing https://www.partnersmonkeworld.com/ and submitting the Affiliate Registration Form online to become an Affiliate of the Company for the purpose of promoting, marketing and selling the products of the Company listed in the website https://www.monkeworld.com/ 1.2 Affiliate hereby acknowledges that Company reserves the right to accept or reject such Affiliate Registration Form submitted online, without assigning any reason. 1.3 Affiliate hereby agrees to submit documents requested by the Company as and when required by the Company. Failure to do so will result in rejection of the Affiliate application without assigning any reason or explanation. 1.4 Affiliate selected territory shall be in the territory in which Affiliate is domiciled or incorporated. 1.5 Affiliate hereby confirms that information provided in the online Affiliate Application Form is true and accurate and if found to be inaccurate, false or misleading the Company reserves the right to terminate the Affiliate at any point in time without any notice or assigning any reason what so ever. 1.6 In the event the Affiliate’s online application is accepted by Company, a computer-generated e Mail to Agent will assign a User Name, Password, Affiliate’s dedicated URL and QR Code to facilitate login to Affiliate module in the system, thus confirming appointment of Affiliate. 2. NOW THEREFORE in consideration of the foregoing and the mutual covenants set forth herein, Company and Affiliate agree as follows: 2.1 RESPONSIBILITIES OF AFFILIATE 2.1.1 Affiliate agrees that this appointment is non-assignable and non-exclusive with the right to promote, market and sell the MonkeWorld products of the Company listed in https://www.monkeworld.com/ in the designated territory. 2.1.2 Affiliate shall make at all times, best efforts to promote, sell products and to maintain good relations with all customers of Company. 2.1.3 Affiliate shall obtain from Company marketing inputs and guidelines and shall be equipped with a computer, smart mobile phone device and a sound knowledge of the products of the Company as reasonably required by Company to effectively promote, market, and sell products. 2.1.4 Materials provided to Affiliate by Company shall not be used for any illegal purpose under any circumstance and Company reserves the right to recover cost of such un-authorized usage in any manner deemed suitable by Company and the decision of the Company shall be final for all purposes. 2.1.5 Affiliate agrees to sell products within Company established guidelines, policies and cooperate fully with Company in promoting and marketing Products. 2.1.6 Affiliate agrees to; attend sales meetings and training seminars as may be scheduled by Company from to time; provide reports on prevalent market conditions and sales forecasts as may be reasonably requested by Company. 2.1.7 Affiliate shall respond to and resolve Customer queries and in instances where such matters cannot be resolved at Affiliate level, then it shall be escalated to Company by e Mail to info@partnersmonkeworld.com. 2.1.8 Affiliate shall have no authority to and shall not make any express or implied representation, guaranty, or warranty with respect to any Product, which would be contrary to or inconsistent with Company’s Terms and Conditions. 2.1.9 Affiliate hereby agree not to start a competing business whilst dealing with Company or for a period of three years from the date of termination of this agreement. 2.1.10 Affiliate agrees to return all property and marketing material provided by Company which have been provided to Affiliate without charge, upon termination of this Agreement, or upon written request by Company for whatever reason. 2.1.11 Affiliate agrees to always maintain confidentiality of commercially sensitive information including business processes and documentation, business strategies, marketing strategies and all other information of whatsoever nature relating to this business during the tenure of this agreement and after termination of Affiliate Agreement. 2.1.12 Affiliate must comply with all rules, regulations and community guidelines provided by the given social media of use. E.g., When creating content on Instagram or TikTok all posts must be rightful under the given community guidelines of the chosen social media. 2.2 RESPONSIBILITIES OF COMPANY 2.2.1 Assign a Dedicated URL to Affiliate to enable Customers promoted by Affiliate to log into Company website for the purpose of placing online orders. 2.2.2 Provide product and marketing training to Affiliates. 2.3.3 Provide regular updates on new products, pricing and commission to Affiliates. 2.2.4 Establish performance criteria necessary for Affiliate to achieve Company revenue targets. 2.2.6 Ensure timely delivery of products ordered online by Customers 2.2.7 Maintain satisfactory quality standards of the products. 2.2.8 Work in close collaboration with Affiliate to resolve any product related or operational issues. 2.2.9 Provide a dedicated e Mail (info@monkeworld.com) to facilitate electronic communication with Company. 3 MUTUAL OBLIGATIONS 3.1 The parties agree that all orders received online shall be subject to acceptance by Company, which acceptance shall not be unreasonably withheld. Company may reject any order submitted online by a customer for whatever cause which in Company’s sole opinion renders such order unacceptable, including, but not limited to, force majeure conditions stipulated in Terms and Conditions. 3.2 Each online order hereunder shall be a transaction between Affiliate, on behalf of the Company, and Customer. 3.3 Neither Affiliate nor Company shall have any liability with respect to any alleged defective Product as set forth in Terms and Conditions, Non-Deliveries. 3.4 Company and Affiliate shall make every endeavor to settle any issue amicably or by Mediation should the need arise. 4 RELATIONSHIPS OF THE PARTIES. 4.1 Affiliate and Company agree that Affiliate serves under this Agreement as an independent contractor without power to bind, act for, or obligate Company, whether by expression, implication, or in any other manner whatsoever. 4.2 Affiliate under any circumstance shall not be deemed to be an employee of Company. 4.3 Nothing herein shall be deemed to create or have created an “agency” or “business partnership” relationship between Company and Affiliate. 4.4 Each party hereto hereby agrees to indemnify and hold the other harmless against any negligent or intentional acts by the offending party, its representatives, employees, or contractees that cause injury or damage to third parties. 5: COMMISSION AND REVISIONS 5.1 Except as set forth in this Agreement, during the term of this Agreement the Company will pay to Affiliate an amount equivalent to 7.5% of the Price of each product sold by the Affiliate in accordance with this Agreement. 5.1.1. Fixed Price Packages: 5.2 Company agrees to pay Affiliate’s commission every fortnight and such commission shall be remitted direct to designated Bank Account of the Affiliate. 5.3 Company reserves the right to revise commissions from time to time due to fluctuations in market driven prices and seasonality of products and such revisions (if any) shall be effective from the beginning of succeeding calendar month. 6. CONFIDENTIAL INFORMATION; TRADEMARKS; TRADENAMES 6.1 Affiliate agrees, both for itself and its officers, directors, shareholders, partners, representatives, and employees, to keep confidential and not disclose, both during the term of the Agreement and thereafter, the following (collectively known as, the “Confidential Information”): 6.1.1 All trade secrets and other information acquired by Affiliate regarding the products, packaging, marketing, or pricing strategies of the Products or otherwise considered proprietary by Company with respect to the Products or any other products or business processes of; and 6.1.2 The identity of Company’s Customers and Company’s other business Partners and Technology service providers. 6.2 Within five (5) business days following any termination of this Agreement for whatsoever reason, all documents and other materials containing any Confidential Information shall be returned to Company , without any copies or excerpts thereof being made or retained, and Company shall be given a written certification by Affiliate that the same has been completed. 6.3 Affiliate agrees to identify all Products with Company’s trademarks or its product brand name MonkeWorld and therefore, specifically, unless otherwise authorized by Company , Affiliate agrees not to put its own name or any other name on the Products nor to identify the Products with any other name other than Company’s trademarks or product brand name MonkeWorld with respect thereto. In addition, Affiliate agrees not to use Company’s trademarks or its product brand name Monkeman in any manner except as authorized by Company and if any such authorized usage of Trademark or product brand name MonkeWorld is granted, will be discontinued by Affiliate upon termination of this Agreement. 6.4 Affiliate agrees not to make copies of any data base and software of Company, to distribute or duplicate the such data base and software by any means, including electronic transmission in any manner except as authorized by Company; and if foregoing actions are authorized, to be discontinued by Affiliate upon termination of this Agreement. The data bases and software contain trade secrets, and in order to protect them, Affiliate shall not reverse engineer, decompile, or otherwise reduce the software to human perceivable form. Affiliate shall not modify, adapt, translate, rent, lease or create derivative works based upon the data bases and software or any part thereof. 6.5 Affiliate shall upon termination of this agreement shall hand over to Company in good order all materials provided by the company. 7. DURATION OF AGREEMENT; TERMINATION: 7.1 The term of this agreement shall commence on the date on which Affiliate receive by e Mail the Dedicated URL together with User Name, Password and QR Code and shall continue in full force and effect for twelve months and shall automatically renew for successive twelve-month periods unless terminated by either party upon 60 days prior written notice to the other party. 7.2 The Termination Notice shall be sent by registered or certified mail, postage prepaid, return receipt requested, to the other party at its address set forth in the Affiliate Application Form submitted online by Affiliate or to such other address as such party shall have earlier provided to the terminating party by like notice. 7.2.1 If the Agreement is terminated by Company as a result of a breach of these Terms and Conditions of this Agreement or any misconduct by the Affiliate, or Affiliate’s directors, officers, or principal employees, or the ability of Affiliate to fulfill its obligation to Company, as reasonably determined by Company then, Company shall have no further obligation to Affiliate. 7.2.2 If the Agreement is terminated by Company due to Affiliate’s inability to fulfill performance requirements, then Affiliate shall be entitled to receive commissions for all orders delivered to Customer and all orders placed for commissionable Product prior to the date of termination. 7.2.3 If the Agreement is terminated by Affiliate, for whatever reason, then Company is obligated to pay commissions for commissionable products delivered to Customers up to the date of Termination only. 7.2.4 If the Agreement is terminated by Company for any other reason other than that provided in 7.2.1 and 7.2.2 above, then Affiliate shall be entitled to receive, all commissions due in accordance with the commission receivable under 5.1 even after the date of termination. 7.3 Notwithstanding the termination provisions of subsection 7.1 above, Company and Affiliate each reserve the right to terminate this Agreement at any time, upon immediate notice, in the event that the other party breaches any of the terms, conditions, or provisions set forth in this Agreement. 7.4 If Affiliate is an individual, this Agreement shall also automatically terminate in the event of the death of Affiliate. 8. MISCELLANEOUS: 8.1 Waiver – The failure of either party to exercise any right hereunder shall not be deemed to be a waiver of such right or any other right, nor a waiver of any continuing or subsequent breach or default of this Agreement by the other party. 8.2 Severability – Each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. If there is any conflict between any term, condition or provision, by law or regulation, the latter shall prevail; provided, that any such conflicting term, condition, or provision shall be curtailed and limited only to the extent necessary to bring it within the legal requirements and the remainder of this Agreement shall not be affected thereby. 8.3 Pronouns; Plurals – All pronouns and any variations hereof shall be deemed to include the masculine, feminine, singular, and plural thereof as the context may require. In addition, all nouns shall be deemed to include the singular and plural thereof as the context may require. 8.4 Assignment; This agreement may not be assigned by Affiliate without the prior written consent of Company. 8.5 Binding Effect; This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal and legal Partners, successors, and permitted assigns. 8.6 Entire Agreement – This Agreement supersedes any previous agreements between the parties hereto, whether expressed or implied, oral or written. The parties represent that there are no oral agreements, representations, or understandings between them which are not set forth in this Agreement, and that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement shall not be amended or modified except by a writing duly executed by the parties hereto. 8.7 Governing Law; Jurisdiction This Agreement and all rights, remedies, and obligations under this Agreement, including matters of construction, validity, and performance, shall be subjected to the jurisdiction of the courts in Denmark. Acceptance By clicking on the Submit icon in partnersmonkeworld.com/create-account Affiliate Registration Form, Affiliate hereby confirm acceptance of Terms and Conditions of Appointment of Affiliate stipulated herein. August 2022