AFFILIATE AGREEMENT

Enlitly offers you the opportunity to become an independent Enlitly’s Affiliate (“Affiliate”), wherein you can earn additional income for selling Enlitly products and services. Enlitly reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein. Also see Enlitly’s Terms of Service, which apply to You in Your role as Affiliate, unless otherwise expressly provided for.

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Enlitly’s Affiliate program. By clicking “Become a partner”, You thereby accept the terms of this Agreement, You indicate that you have read and understood this agreement, and agree that you are bound by its terms.

Part 1 - PARTIES
All references to “Enlitly” herein means and refers to ReeAspire Solutions LLC, doing business as Enlitly. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. Enlitly and You are each referred to herein as a “Party,” and collectively as the “Parties.”

Part 2 - APPLICATION
You agree to provide all information requested by Enlitly in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that Enlitly retains sole and exclusive discretion to determine whether You qualify for participation in Enlitly’s Affiliate program.

Part 3 - COMPENSATION
Once you agree to Enlitly’s Affiliate agreement, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Enlitly. You will have the opportunity to receive a commission for each signup (“Sale”) that is registered using Your Affiliate ID.

In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.

Provided that the payment by Signed up Account (as defined below) remains in good status within thirty (30) days from the Sale, You will be paid a commission for each transaction that generates a payment to Enlitly in a month (“Commission”), for each user signed up through unique Affiliate link. Except as otherwise provided herein, Commission payments will be paid before 10th of each month and after 30 days following Enlitly’s receipt of payment from signup Account, subject to the other terms of this Agreement. All Commission payments are based on the amount of fees received by Enlitly, less sales taxes and payment gateway fees.

As of this date, Enlitly pays a 40% commission on all subscriptions, less sales taxes and payment gateway fees.

If Enlitly determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such. Enlitly may terminate this Agreement immediately without Enlitly having any liability to You.

Part 4 - TERM AND TERMINATION
The term of this Agreement will begin when You click “Become a partner”. Your participation in the Enlitly Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Enlitly or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater than 10%, we may terminate this Agreement or suspend your access to the Website at any time without notice to You. In such instances, and in our sole discretion, we may also for the reasons, terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions, Legacy Bonuses, and any other payments owed to You or that may in the future be owed to You without any further liability by Enlitly to You.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Enlitly account.

Part 5 - ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Enlitly of the same within 24 hours. Enlitly, in its sole and exclusive discretion, may immediately terminate Your participation in Enlitly’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

Part 6 - ENTIRE AGREEMENT
This Agreement, Appendix A below, along with Enlitly’s standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules

These Advertising Rules apply to all activities of Affiliate:

General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Enlitly’s that are inconsistent with, or beyond the scope of marketing materials produced and made available by Enlitly’s on Enlitly’s website, www.Enlitly.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. Enlitly retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct follows all laws.

Disclosure. On any website that Affiliate advertises any Enlitly service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as:

Disclosure: I am an independent Enlitly Affiliate, not an employee. I receive referral payments from Enlitly. The opinions expressed here are my own and are not official statements of Enlitly or its parent company, ReeAspire Solutions LLC.

Non-Disparagement. Affiliate is not permitted to comment negatively about or disparage the products or services of Enlitly or any other person or entity, including without limitation the products or services of a Enlitly competitor. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Enlitly, any brand name of Enlitly, or based on the trademarks or brand name of any competitor of Enlitly, or any other third party.

Social Media. If Affiliate advertises on Instagram or YouTube, then each post must comply with all the following:

Each post must contain @enlitly or #enlitly.

Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.

Each Instagram post must use Instagram’s “Paid Partnership” tool.

Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right hand portion of the video.

If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

Income and Business Opportunity Claims. Affiliates are expressly prohibited from making any claims that use of Enlitly will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using Enlitly or as an Affiliate, the following guidelines must be adhered to:

Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and

Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”

Affiliate is also expressly prohibited from making any express or implied claims that Enlitly is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

Enlitly’s Trademarks. No logo, tagline, trademark, trade name, or trade dress (collectively, the “Enlitly’s Trademarks”) owned by Enlitly’s may be used, copied, or reproduced by any Affiliate except as set forth below. No Enlitly’s intellectual property (or any mark confusingly like any Enlitly’s intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.

Enlitly’s retains exclusive ownership of all Enlitly’s Trademarks and other intellectual property and all its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Enlitly’s intellectual property.

Complaint Notification. Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to info@enlitly.com.

Independent Contractor. Affiliates are independent contractors of Enlitly’s. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Enlitly’s and You by virtue of this Agreement. You have no right to act on behalf of or bind Enlitly’s in any way, nor share in the profits or losses of Enlitly’s. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all Your acts or omissions.

NO WARRANTY; NO LEADS. Enlitly’s does not promise, guarantee, or warrant Your business success, income, or sales. You understand and acknowledge that Enlitly’s will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.


LIMITATION OF LIABILITY. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL ENLITLY’S OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER ENLITLY’S HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

IN NO EVENT SHALL ENLITLY’S LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO ENLITLY’S FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST ENLITLY’S OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.
As explained in Enlitly’s Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “ENLITLY’S ADDITIONAL REMEDIES,” and “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference. Please review the Terms of Service for more information.

Indemnity. You agree to protect, defend, indemnify and hold harmless Enlitly’s, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement. Your indemnity obligation includes, but is not limited to, any third-party claim against Enlitly’s for liability or payments for damages caused by, or other liability relating to, You. This provision expressly survives the termination of this Agreement.

Severability. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

Modification/Amendments. This Agreement and Enlitly’s standard Terms of Service may be modified by Enlitly’s at any time, with or without prior notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email or are posted in the affiliate center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Enlitly’s. Your continued acceptance of Commission or Legacy Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.

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