Terms

V

PLEASE READ THIS
AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us
(“Viselance”). It describes how we will work together and other aspects of our
business relationship.

The Affiliate Program Agreement applies to your
participation in our Marketing Affiliate Program (the “Affiliate Program”).
 These terms are extremely important that and you cannot participate in
our program, unless you agree with them.

We periodically update these terms. We might also choose to
replace these terms in their entirety if, for example, the Affiliate Program
changes, ends, or becomes part of an existing program, including our partner
programs. If we update or replace the terms we will let you know via electronic
means, which may include an in-app notification or by email. If you don’t agree
to the update or replacement, you can choose to terminate as we describe below.

Definitions

Viselance Affiliate”
means a company owned, operated or controlled by Viselance.

“ Affiliate Program”
means our affiliate program as described in this Agreement.

“Affiliate Lead”
means a customer prospect who clicks on the Affiliate Link that we have made
available to you via the Affiliate Tool.  

““Affiliate Link” means the unique tracking link you place
on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

Commission” means an amount described on the Program Policies Page for each Customer Transaction.

Customer” means the authorized actual user of the Viselance Products who has purchased the Viselance products after being an Affiliate Lead.

Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.

Customer Data” means all information that Customer submits or collects via the Viselance Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Viselance Products.

Viselance Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

Viselance Products” means both the Subscription Service and Other Products.

“Program Policies Page” means the landing page: 

 where we will provide
all the up to date guidelines and policies for the Affiliate Program.

Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our writing software, Expert Q&A and content products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

Subscription Service” means our web-based expert Q&A that is subscribed to, and developed, operated, and maintained by us, accessible via https://viselance.com/expert-qa or another designated URL.

We”, “us”, “our”, and “Viselance” means Viselance Inc.

You” and “Affiliate” means the party, other than Viselance, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement
between you and us. Both you and we will have the right to recommend similar
products and services of third parties and to work with other parties in connection
with the design, sale, installation, implementation and use of similar services
and products of third parties.

 Affiliate
Acceptance

Once you complete an application to become an Affiliate, we
will review your application and notify you whether you have been accepted to
participate in the Affiliate Program, or not.  Before we accept an
application, we may want to review your application with you, so we may reach
out to you for more information. We may require that you complete certain
requirements or certification(s) before we accept your application. If we do
not notify you that you are accepted to participate in the Affiliate Program
within thirty (30) days from your application, your application is considered
to be rejected.

If you are accepted to participate in the Affiliate Program,
then upon notification of acceptance, the terms and conditions of this
Agreement shall apply in full force and effect, until terminated, pursuant to
the terms set forth below.  Further, you will need to complete any enrollment
criteria set out in the Program Policies Page, if applicable. Failure to
complete any enrollment criteria within thirty (30) days of your acceptance
will result in the immediate termination of this Agreement and you will no
longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program
does not mean that you will be accepted into any of our Viselance Partner
Programs, including our Sales Solutions Partner Program, Sales Referral Partner
Program or our Agency Partner Program. In order to participate in these
programs, you will need to apply in accordance with the relevant application
procedure.

You will comply with the terms and conditions of this
Agreement at all times, including any applicable Program Policies.

Customer Transactions 

Affiliate Program
Limits.

 Each accepted
Affiliate Lead will expire according to the information provided on the Program
Policies Page. from the date the Affiliate Lead clicked on the Affiliate Link
that was made available by you. We will pay you Commission for each new
Customer who completes a Customer Transaction after clicking on an Affiliate
Lead made available by you, provided that you remain eligible to receive
Commission pursuant to the terms of this Agreement.  The start of the
Customer’s subscription is determined by the date of the first purchase of the
Subscription Service by the Customer and you will receive a Commission payment
for that Customer Transaction only, regardless of any additional purchases made
by that customer during their Subscription Service. For example, if the initial
Customer Transaction is for one user of Viselance Expert Q&A, and there is
a subsequent transaction by that same customer for an additional user of Expert
Q&A for the same subscription, Affiliate will receive Commission for the
initial user purchased only.

Eligibility.

To be eligible for Commission (i) an Affiliate Lead must be
accepted and valid in accordance with the ‘Acceptance and Validity’ section,
(ii) a Customer Transaction must have occurred (iii)  a Customer must
remain a customer sixty (30) days plus the number of days until the end of that
calendar month in order to be eligible for a Commission. For example a Customer
who makes a purchase on the 15th of March must remain a customer until the 15th
of May in order to be eligible for a Commission. All transactions must occur on
a Viselance.com domain. You are not eligible to receive Commission or any
other compensation from us based on transactions for Other Products or if: (i)
such compensation is disallowed or limited by federal, state or local law or
regulation in the United States or the laws or regulations of your
jurisdiction; (ii) the applicable Customer objects to or prohibits such
compensation or excludes such compensation from its payments to us or Viselance
Affiliates; (iii) the Customer has paid or will pay such commissions, referral
fees, or other compensation directly to you, (iv) the Commission payment has
been obtained by fraudulent means, misuse of the Affiliate Link, in violation
of any Affiliate Program Policies that we make available to you, misuse of the
Affiliate Tool or by any other means that we deem to breach the spirit of the
Marketing Affiliate Program, or (v) the Customer participates in any of our
partner programs, including our Agency Partner Program, Sales Referral Partner
Program or Sales Solutions Partner Program and is eligible to receive
commission in relation to the Customer Transaction under any of these programs.
If at any point you are eligible to receive a revenue share payment under the
Sales Solutions Partner Program Agreement, Sales Referral Program Agreement or
Agency Partner Program Agreement that payment amount will not change based on
your participation in the Affiliate Program. For example, you will not be able
to receive the Commission set out in this Agreement on any Partner Transaction
that was completed whilst participating as a partner in the Sales Referral
Partner Program (as defined in the Sales Referral Partner Program Agreement).
In competitive situations with other affiliates, we may elect to provide the
Commission to the affiliate that we deem to be the most eligible for
Commission, at our discretion. We may discontinue Commission payments should
any of the eligibility criteria set forth in this subsection fail to be met at
any time.

Acceptance and Validity.

You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted Viselance. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or thirty (30) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase our Services within the time period described on the Program Policies Page) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects.  Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Viselance and an Affiliate Lead will be at Viselance’s discretion.

Commission and
Payment.

 Requirements for Payment; Forfeiture. In order to
receive payment under this Agreement, you must have: (i) agreed to the terms of
this Agreement (generally completed through the Affiliate Tool); (ii) completed
all steps necessary to create your account in the Affiliate Tool in accordance
with our directions, (iii) have a valid and up-to-date paypal account and
updated the Affiliate Tool with such account (iv) completed any and all
required tax documentation in order for Viselance to process any payments that
may be owed to you.

Notwithstanding the foregoing or anything to the contrary in
this Agreement, if any of the requirements set forth in section 5(a)(i-iv)
remain outstanding for six (6) months immediately following the close of a
Customer Transaction, then your right to receive Commission arising from any
and all Customer Transactions with the associated Customer will be forever
forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay
you Commission associated with a Forfeited Transaction. Once you comply with
all of the requirements in section 5(a)(i-iv), then you will be eligible to
receive Commission on Customer Transactions, as long as these Customer
Transactions do not involve the same Customer associated with a Forfeited
Transaction.

Commission Payment.

We, or a Viselance Affiliate, will pay the Commission amount
due to you within forty-five (45) days after the end of each fiscal quarter for
any Commission amounts that you become eligible for according to the
Eligibility section above. We will determine the currency in which we pay the
Commission, as well as the applicable conversion rate. We will not pay more
than one Commission payment or other similar referral fee on any given Customer
Transaction (unless we choose to in our discretion).Taxes. You are responsible
for payment of all taxes applicable to the Commission. All amounts payable by
us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts.
We reserve the right to alter or change the Commission amount. We will post all
information regarding the Commission amount on the Program Policies Page. 

Training and Support

Affiliate Training and Support.  We may make available
to you, without charge, various webinars and other resources made available as
part of our Affiliate Program. If we make such resources available to you, you
will encourage your sales representatives and/or other relevant personnel to
participate in training and/or other certifications as we recommend and may
make available to you from time-to-time. We may change or discontinue any or
all parts of the Affiliate Program benefits or offerings at any time without
notice.

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free
right to use and display your trademarks, service marks and logos (“Affiliate
Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make
our trademark available to you within the Affiliate Tool, you may use our
trademark as long as you follow the usage requirements in this section.
 You must: (i) only use the images of our trademark that we make available
to you, without altering them in any way; (ii) only use our trademarks in connection
with the Affiliate Program and this Agreement; and (iii) immediately comply if
we request that you discontinue use.  You must not: (i) use our trademark
in a misleading or disparaging way; (ii) use our trademark in a way that
implies we endorse, sponsor or approve of your services or products; or (iii)
use our trademark in violation of applicable law or in connection with an
obscene, indecent, or unlawful topic or material.

Proprietary
Rights. 

Viselance’s Proprietary Rights.  No license to any software
is granted by this Agreement. The Viselance’s Products are protected by intellectual
property laws. The Viselance’s Products belong to and are the property of us or
our licensors (if any). We retain all ownership rights in the Viselance’s Products.
You agree not to copy, rent, lease, sell, distribute, or create derivative
works based on the Viselance’s Content, or the Viselance Products in whole or
in part, by any means, except as expressly authorized in writing by us.
Viselance, the Sprocket Design, the Viselance logos, and other marks that we
use from time to time are our trademarks and you may not use them without our
prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates and partners to comment
on the ViselanceProducts, provide suggestions for improving them, and vote on
suggestions they like. You agree that all such comments and suggestions will be
non-confidential and that we own all rights to use and incorporate them into
the Viselance Products, without payment to you.

 Customer’s Proprietary Rights. As between you and
Customer, Customer retains the right to access and use the Customer portal
associated with the Viselance Products. For the avoidance of doubt, Customer
will own and retain all rights to the Customer Data.

Confidentiality
 

As used herein, “Confidential Information” means all
confidential information disclosed by a party (“Disclosing Party”) to
the other party (“Receiving Party”), (i) whether orally or in writing, that is
designated as confidential, and (ii) Viselance customer and prospect
information, whether or not otherwise designated as confidential. Confidential
Information does not include any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing
Party or (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party.
 The Receiving Party shall: (i) protect the confidentiality of the
Confidential Information of the Disclosing Party using the same degree of care
that it uses with its own confidential information, but in no event less than
reasonable care, (ii) not use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement, (iii) not disclose
Confidential Information of the Disclosing Party to any third party, and (iv)
limit access to Confidential Information of the Disclosing Party to its
employees, contractors and agents. The Receiving Party may disclose
Confidential Information of the Disclosing Party if required to do so under any
federal, state, or local law, statute, rule or regulation, subpoena or legal
process.

Term and Termination

Term. This Agreement will apply for as long as you
participate in the Affiliate Program, until terminated.

Termination Without
Cause.
 Both you and we may terminate this Agreement on fifteen (15)
days written notice to the other party.

Termination for
Agreement Changes.
If we update or replace the terms of this Agreement, you
may terminate this Agreement on three (3) days written notice to us, provided
that you send us written notice within ten (10) days after we send you notice
of the change.

Termination for
Cause.
 We may terminate this Agreement: (i) upon thirty (30) days’
notice to you of a material breach if such breach remains uncured at the
expiration of such period, (ii) upon fifteen (15) days notice to you of
non-payment of any amount due to us if such amount remains unpaid at the
expiration of such period, (iii) immediately, if you become the subject of a
petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors, (iv)
immediately, if you breach the terms applicable to your subscription with us
(if you have one), including if you default on your payment obligations to us
or our affiliate, or (v) immediately, if we determine that you are acting, or
have acted, in a way that has or may negatively reflect on or affect us, our
prospects, or our customers.

Effects of
Expiration/Termination.

 Expiration of this Agreement, and termination of this
Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you
according to the ‘Termination for Agreement Changes’ section, shall not affect
our obligation to pay you a Commission, so long as the related payment by the
Customer Transaction is recognized by us within thirty (30) days after the date
of such termination or expiration and provided that in no event shall you be
entitled to payment of Commission under this Agreement if you are eligible to
receive a revenue share payment under the Sales Solution Program Agreement,
Sales Referral Program Agreement or Agency Partner Program Agreement. We will
not pay you fees on Customer Transactions recognized by us after thirty (30)
days after the date of such termination or expiration set out above.
 Provided however, in the event of termination without cause by you, or
for cause by us, our obligation to pay and your right to receive any Commission
will terminate upon the date of such termination, regardless of whether you
would have otherwise been eligible to receive Commission prior to the date of
termination. Except as expressly set forth in this section, you are not
eligible to receive a Commission payment after expiration or termination of
this Agreement. Upon termination or expiration, you will discontinue all use of
and delete the Affiliate Tool that we make available to you for your participation
in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is
not considered valid, and we may choose to maintain it in our database and
engage with such a prospect.

Upon termination or expiration, you will immediately
discontinue all use of our trademark and references to this Affiliate Program
from your website(s) and other collateral. For the avoidance of doubt,
termination or expiration of this Agreement shall not cause a Customer’s
subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient
rights and permissions to participate in the Affiliate Program and to provision
Viselance with Affiliate Lead’s for our use in sales and marketing efforts or
as otherwise set forth in this Agreement, (ii) your participation in this
Affiliate Program will not conflict with any of your existing agreements or
arrangements; and (iii) you own or have sufficient rights to use and to grant
to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure
that you are compliant with any trade or regulatory requirements that may apply
to your participation in the Affiliate Program (for example, by clearly stating
you are a Viselance Affiliate on any website(s) you own where you make an
Affiliate Link available); (ii) you will accurately provide in the Affiliate
Tool all websites and domains you own where you intend to use Affiliate Links
to generate Affiliate Leads; (iii) you will not purchase ads that direct to
your site(s) or through an Affiliate Link that could be considered as competing
with Viselance’s own advertising, including, but not limited to, our branded
keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or
misleading links are strictly prohibited; (v) you will not attempt to mask the
referring URL information; (vi) you will not use your own Affiliate Link to
purchase Viselance products for yourself.

Indemnification

You will indemnify, defend and hold us harmless, at your
expense, against any third-party claim, suit, action, or proceeding (each, an
“Action”) brought against us (and our officers, directors, employees,
agents, service providers, licensors, and affiliates) by a third party not
affiliated with us to the extent that such Action is based upon or arises out
of (a) your participation in the Affiliate Program, (b) our use of the prospect
data you provided us, (c) your noncompliance with or breach of this Agreement,
(d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We
will: notify you in writing within thirty (30) days of our becoming aware of
any such claim; give you sole control of the defense or settlement of such a
claim; and provide you (at your expense) with any and all information and
assistance reasonably requested by you to handle the defense or settlement of
the claim. You shall not accept any settlement that (i) imposes an obligation
on us; (ii) requires us to make an admission; or (iii) imposes liability not
covered by these indemnifications or places restrictions on us without our
prior written consent.

Disclaimers; Limitations of Liability

 Disclaimer of Warranties. WE AND OUR AFFILIATED
COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY,
RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE VISELANCE
PRODUCTS, VISELANCE CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR
ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL
MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE
VISELANCE PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT
WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF
ANY KIND WITH REGARD TO THE VISELANCE PRODUCTS AND THE AFFILIATE TOOL INCLUDING
ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

 Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

 Test Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE TEST PORTAL THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE TEST PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

 Cookie Duration. COOKIES USED AS PART OF THIS
AFFILIATE PROGRAM HAVE A 120 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR
COOKIES DURING THIS PERIOD, VISELANCE SHALL NOT BE LIABLE FOR ANY COMMISSIONS
THAT MAY HAVE BEEN OWED TO YOU.

Non-Solicitation

You agree not to intentionally solicit for employment any of
our employees or contractors during the term of this Agreement and for a period
of twelve (12) months following the termination or expiration of this
Agreement.  Both you and we acknowledge that (i) any newspaper or other
public solicitation not directed specifically to such person shall not be
deemed to be a solicitation for purposes of this provision, and (ii) this
provision is not intended to limit the mobility of either our employees or
contractors.

General

 Amendment; No Waiver. We may update and change any
part or all of this Agreement, including by replacing it in its entirety. If we
update or change this Agreement, the updated Agreement will be made available
to you via the Affiliate Tool and we will let you know by email. The updated
Agreement will become effective and binding on the next business day after we
have notified you. We encourage you to review this Agreement periodically.
 If you don’t agree to the update, change or replacement, you can choose
to terminate as we describe above. No delay in exercising any right or remedy
or failure to object will be a waiver of such right or remedy or any other
right or remedy. A waiver on one occasion will not be a waiver of any right or
remedy on any future occasion.

 Applicable Law.

 This Agreement shall
be governed by the laws of the Commonwealth of Massachusetts, without regard to
the conflict of laws provisions thereof. In the event either of us initiates an
action in connection with this Agreement or any other dispute between the
parties, the exclusive venue and jurisdiction of such action shall be in the
state and federal courts in Boston, Massachusetts.

Force Majeure.

Neither party will be responsible for failure or delay of
performance if caused by: an act of war, hostility, or sabotage; act of God;
electrical, internet, or telecommunication outage that is not caused by the
obligated party; government restrictions; or other event outside the reasonable
control of the obligated party. Each party will use reasonable efforts to
mitigate the effect of a force majeure event.

 Actions
Permitted.

Except for actions for nonpayment or breach of a party’s
proprietary rights, no action, regardless of form, arising out of or relating
to this Agreement may be brought by either party more than one (1) year after
the cause of action has accrued.

 Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

 Compliance with
Applicable Laws
.  You shall comply, and shall ensure that any third
parties performing sales or referral activities on your behalf comply, with all
applicable foreign and domestic laws (including without limitation export laws
and laws applicable to sending of unsolicited email), governmental regulations,
ordinances, and judicial administrative orders. You shall not engage in any
deceptive, misleading, illegal or unethical marketing activities, or activities
that otherwise may be detrimental to us, our customers, or to the public.
Export laws and regulations of the United States and any other relevant local
export laws and regulations may apply to the Viselance Products Or services.
You will comply with the sanctions programs administered by the Office of
Foreign Assets Control (OFAC) of the US Department of the Treasury.  You
will not directly or indirectly export, re-export, or transfer the Viselance Products
to prohibited countries or individuals or permit use of the Viselance  Products by prohibited countries or
individuals.

Severability. If
any part of this Agreement is determined to be invalid or unenforceable by
applicable law, then the invalid or unenforceable provision will be deemed
superseded by a valid, enforceable provision that most closely matches the
intent of the original provision and the remainder of this Agreement will
continue in effect.

Notices. Notice
will be sent to the contact address set forth herein (as such may be changed by
notice given to the other party), and will be deemed delivered as of the date
of actual receipt.

To you: your address as provided in our affiliate account
information for you.

We may give electronic notices specific to you by email to
your e-mail address(es) on record in our account information for you. We may
give notice to you by telephone calls to the telephone numbers on record in our
account information for you.

Entire Agreement.
This Agreement is the entire agreement between us for the Affiliate Program and
supersedes all other proposals and agreements, whether electronic, oral or
written, between us. We object to and reject any additional or different terms
proposed by you, including those contained in your purchase order, acceptance
or website. Our obligations are not contingent on the delivery of any future functionality
or features of the Viselance Products or dependent on any oral or written
public comments made by us regarding future functionality or features of the
Viselance  Products. It is the express
wish of both you and us that this Agreement and all related documents be drawn
up in English. We might make versions of this Agreement available in languages
other than English. If we do, the English version of this Agreement will govern
our relationship and the translated version is provided for convenience only
and will not be interpreted to modify the English version of this Agreement.

Assignment. You
will not assign or transfer this Agreement, including any assignment or
transfer by reason of merger, reorganization, sale of all or substantially all
of its assets, change of control or operation of law, without our prior written
consent. We may assign this Agreement to any affiliate or in the event of
merger, reorganization, sale of all or substantially all of our assets, change
of control or operation of law.

No Third Party Beneficiaries.  Nothing in this
Agreement, express or implied, is intended to or shall confer upon any person
or entity (other than the parties hereto) any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.

Program Policies Page.
We may change the Program Policies from time to time. Your participation in the
Affiliate Program is subject to the Program Policies, which are incorporated
herein by reference

No Licenses. We
grant to you only the rights and licenses expressly stated in this Agreement,
and you receive no other rights or licenses with respect to us, the Viselance t
Products, our trademarks, or any other property or right of ours.

Sales by Viselace.
This Agreement shall in no way limit our right to sell the Viselance Products,
directly or indirectly, to any current or prospective customers.

Authority. Each
party represents and warrants to the other that it has full power and authority
to enter into this Agreement and that it is binding upon such party and
enforceable in accordance with its terms.

Survival. The
following sections shall survive the expiration or termination of this
Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’,
‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers;
Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Exhibit A

Viselance – GDPR Data Processing Addendum (Affiliates)

This Data Processing Addendum (“Addendum”) sets
out the terms that apply as between Viselance and Affiliate when processing EEA
personal data in connection with the Marketing Affiliate Program.  This
Addendum forms part of the Marketing Affiliate Program Agreement. Capitalized
terms used in this Addendum shall have the meanings given to them in the
Marketing Affiliate Program Agreement (the “Agreement”) unless
otherwise defined in this Addendum.  

 Definitions:
(a) “controller,” “processor,” “data subject,”
and “processing” (and “process”) shall have the meanings
given to them in Applicable Data Protection Law; (b) “Applicable Data
Protection Law” means any and all applicable privacy and data protection
laws and regulations applicable to the Personal Data in question, including,
where applicable, EU Data Protection Law (in each case, as may be amended,
superseded or replaced from time to time); (c) “EU Data Protection
Law” means: (i) the EU General Data Protection Regulation (Regulation
2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive
2002/58/EC); and (iii) any national data protection laws made under or pursuant
to clause (i) or (ii); and (d) “Personal Data” means any information
relating to an identified or identifiable natural person to the extent that
such information is protected as personal data under Applicable Data Protection
Law.

 Purposes of
processing.

 The parties acknowledge that in connection with the
Marketing Affiliate Program, each party may provide or make available to the
other party Personal Data.  Each party shall process such data: (i) for
the purposes described the Agreement; and/or (ii) as may otherwise be permitted
under Applicable Data Protection Law.

Relationship of the
parties
. Each party will process the copy of the Personal Data in its
possession or control as an independent controller (not as a joint controller
with the other party). For the avoidance of doubt and without prejudice to the
foregoing, Viselance shall be an independent controller of any Personal Data
that it receives or shares with Affiliate in connection with the Affiliate
Program.

 Compliance with
law.

 Each party shall
separately comply with its obligations under Applicable Data Protection Law and
this Addendum when processing Personal Data.  Neither party shall be
responsible for the other party’s compliance with Applicable Data Protection
Law. In particular, each party shall be individually responsible for ensuring
that its processing of the Personal Data is lawful, fair and transparent, and
shall make available to data subjects a privacy statement that fulfils the
requirements of Applicable Data Protection Law.

 International
transfers.
 

Where Applicable Data Protection Law in the European
Economic Area (“EEA”), and/or its member states, United Kingdom
and/or Switzerland (collectively for the purposes of this Addendum, the
“EU’), applies to the Personal Data (“EU Personal Data”),
neither party shall process any EU Personal Data (nor permit any EU Personal
Data to be processed) in a territory outside of the EU  unless it has
taken such measures as are necessary to ensure the transfer is in compliance
with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers
EU Personal Data to Viselance and Viselance is located in a territory outside
the EU that does not provide adequate protection for Personal Data (as
determined by Applicable Data Protection Law)/