Affiliate Program Contract Terms

Marketing Campaign Agreement

This “Marketing Campaign Agreement” together with each SOW (collectively the “Agreement”) is entered into as of the date you click to accept the terms of this Agreement (the “Effective Date”) by and between you, hereinafter referred to as “Advertiser”, and TRU Touching Humans, LLC, a Texas limited liability company (“TruAd”). Each of TruAd and Advertiser is a “Party” and together the “Parties.”

WHEREAS, TruAd specializes in providing its customers with certain promotion and marketing services;

WHEREAS, Advertiser operates a storefront in one of the select markets targeted by TruAd to display certain promotional signage and materials that TruAd’s customer wishes to display;  

WHEREAS, Advertiser agrees to provide continuous, premium visibility to certain promotional materials provided by TruAd to Advertiser in its storefront in exchange for the compensation set forth herein; and

WHEREAS, TruAd agrees to retain Advertiser, and Advertiser agrees to be retained by TruAd, to provide certain promotion and marketing services, in each case subject to the terms and conditions more fully set forth herein.  

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services. Advertiser understands that the terms of the specific marketing program are set forth in each attached Statement of Work (each an “SOW”), as the same may be updated from time to time, and the terms and conditions set forth in this Agreement shall apply at all times during the Term. Each SOW shall specify the services to be performed, actions, and qualifying parameters (“Services”) that entitle Advertiser to compensation from TruAd (“Payouts”) and the terms under which the Payouts shall be paid. 

2. Entering into SOW’s. The Advertiser and TruAd agree that the initial SOW is attached as Schedule 1 and additional SOW’s may be entered into by future agreement by and between both Parties. Advertiser makes no guarantee or representation that it will generate any other SOW’s or that any Payouts will be made to Advertiser unless Advertiser fully complies with the terms and conditions set forth herein. Advertiser makes no guarantee or representation, and hereby fully disclaims all guarantees, representations, or warranties that the Advertiser will be successful in earning any Payouts.

3. Term and Termination. Each individual SOW shall continue until the earlier of: (a) its expiration; or (b) termination of the SOW pursuant to the terms of the SOW or this Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until all SOW’s have expired or are earlier terminated (the “Term”). Upon the termination of each SOW, (w) TruAd shall pay any final Payouts in compliance with the payment terms under the applicable SOW that become due and owing to Advertiser on or prior to such termination date, (x) Advertiser shall immediately discontinue the use of, and promptly destroy, any materials provided by TruAd (the “Signage”) unless otherwise instructed to return the same to TruAd, (y) any licenses to the Signage shall  terminate, (z) and each Party shall destroy or promptly return to the other Party any confidential information possessed by such Party.

4.  Intellectual Property and Confidential Information

4.1 License.  Pursuant to the terms herein, the TruAd grants to the Advertiser for the duration of the applicable SOW a revocable, non‑exclusive, non-transferable, world-wide, royalty-free license to use the Signage solely to the extent necessary to perform its obligations herein. Unless explicitly authorized in an SOW, Advertiser shall not promote any Signage using any actions that are disparaging, not in compliance with this Agreement, or are deemed in TruAd’s sole and absolute discretion not otherwise in good faith.

4.2 Intellectual Property:  “Intellectual Property” means trademarks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created).  All Intellectual Property existing prior to the commencement date of each SOW shall belong to the Party that owned such rights immediately prior to such date and no rights, title, ownership, license, or otherwise shall transfer from one Party to the other by entering into this Agreement.  Advertiser acknowledges and agrees that it shall not acquire or claim any title to TruAd’s or TruAd’s customers’ Intellectual Property.

4.3 Confidential Information.  "Confidential Information" means all non-public, proprietary, confidential information and data of TruAd or TruAd’s customers, whether in tangible or intangible form such as trade secrets, financial, and technical information, customers, prices, discounts, marketing strategies, and margins.  Advertiser agrees to (a) hold all Confidential Information in confidence and protect it with the same degree of care with which the Advertiser protects its own Confidential Information, but in no case less than a commercially reasonable standard of care; (b) use such Confidential Information only for the purposes of this Agreement and as permitted by this Agreement; (c) not copy or otherwise duplicate such Confidential Information, except for the purpose of this Agreement; and (d) restrict disclosure of such Confidential Information solely to those employees, representatives, and agents with a need to know such Confidential Information for the purposes of this Agreement and who are bound in writing to protect the same.  The foregoing obligations shall not apply to any Confidential Information already known to the Advertiser, free of any obligation to keep it confidential; is or becomes publicly known through no wrongful act of the Advertiser; or is independently developed by the Advertiser without reference to the Confidential Information of TruAd.  If the Advertiser receives a request pursuant to a court order, governmental body request or other legal process to disclose TruAd's Confidential Information, the Advertiser shall promptly notify TruAd and limit any disclosure to such Confidential Information as is required by law. 

5.  Representations, Indemnification; and Limitations on Liability.

5.1 Representations and Warranties: Advertiser warrants, represents and undertakes that it has the full power and authority to carry out its obligations in the Agreement; its entry into and performance of its obligations under the Agreement shall not infringe the rights of any third party or cause it to be in breach of any obligations to a third party; and it shall comply fully with any and all applicable laws, rules and regulations in its performance under the Agreement.  

5.2 Indemnification: Advertiser shall defend, indemnify and hold TruAd and its respective equityholders, directors, officers, employees, subcontractors and agents harmless against all claims, suits, costs, damages liabilities, expenses (including reasonable attorney's fees), settlements and judgments incurred, claimed or sustained by third parties (“Claims”) for Advertiser's breach of this Agreement, misappropriation of any intellectual property, noncompliance with applicable law, or Advertiser’s negligence, fraud, acts, omissions, or willful misconduct. TruAd may participate in the defense of a Claim at TruAd’s expense, and such participation shall not waive or reduce any obligations on the Advertiser under this Section.  

5.3 Limitations of Liability. Nothing herein shall operate to exclude or limit liability for which liability cannot be excluded or limited under law (together the "Excluded Losses"). Except in respect of the Excluded Losses, the liability of TruAd to Advertiser in contract, tort (including negligence or breach of statutory duty, misrepresentation, or otherwise) or for any other common law or statutory cause of action or otherwise arising by reason of or in connection with this Agreement, and each SOW, shall be limited to the Payout fees actually paid by TruAd to Advertiser pursuant to the SOWs in the twelve (12) month period prior to the event giving rise to the Claims, it being understood such amount is an aggregate amount of liability. Further, except with respect to Excluded Losses, TruAd shall not be liable to Advertiser in contract, tort (including negligence) or otherwise, for any: loss of actual or potential profits, contracts, or customers, loss of data, reputation, or any indirect, consequential, special, punitive, exemplary damages, whether arising from negligence, breach of contract, or otherwise, regardless if such Party was informed of the possibility of the foregoing.

6. General

6.1 Waiver of Remedies:  No forbearance or delay by TruAd in exercising or enforcing the provisions of this Agreement shall prejudice or restrict the rights of TruAd nor shall any waiver of its rights operate as a waiver of any subsequent breach.  No right, power or remedy herein conferred upon or reserved for TruAd or available by law is exclusive of any other right, power or remedy available to TruAd and each such right, power or remedy shall be cumulative.

6.2 Assignment:  TruAd may assign any or all of its rights under this Agreement, or transfer or sub-contract any or all of its obligations under this Agreement. This Agreement may not be assigned by Advertiser.

6.3 Audit rights:  Advertiser agrees to maintain adequate books and records relating to its compliance with the terms of this Agreement during the Term of this Agreement and for a period of one (1) year thereafter.  Copies of such records shall be made available to TruAd upon written request.

6.4 Notices:  All notices which are required to be given under this Agreement shall be in writing.  All notices shall be sent to the postal address, email, or facsimile number of the Party as provided by such Party and as such address may be updated from time to time.  Any such notice may be delivered personally or by first class pre-paid letter (or by air-mail if overseas) or by facsimile transmission or email transmission, and shall be deemed received, when delivered (if by hand); or if by mail five (5) days after deposit in mail, if by facsimile transmission, when successfully dispatched in full; and if by email, when successfully sent by sender. 

6.5 Force Majeure:  "Force Majeure" means circumstances beyond the reasonable control of a Party. Neither Party shall be liable to any other Party for any failure or delay in performing any of its obligations hereunder if such failure or delay is caused by the occurrence of an event of Force Majeure. If a Party becomes aware of a Force Majeure event, such Party shall promptly notify the other Party in writing; the Parties agree that failure to do so within ten (10) business days shall be deemed a waiver of such excused performance.  If the event of Force Majeure continues for a period in excess of three (3) weeks, then either Party may terminate this Agreement by written notice to the other Party with immediate effect.

6.6 Entire Agreement:  This Agreement represents the entire understanding of the Parties and constitutes the entire agreement in relation to the subject matter herein, it supersedes any previous agreement as to such subject matter herein and may be amended only in writing and executed by both Parties. Each Party acknowledges and agrees that it has not relied on any representation or warranty other than those expressly set out herein.

6.7 Electronic Signatures: Each Party acknowledges and agrees that by clicking-through acceptance of this Agreement, such Party is submitting an authorized electronic signature and entering into a legally binding contract. Further, each Party hereby waives any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

6.8 Severability: If any provision in this Agreement, in whole or in part, held by a court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable under any enactment or rule of law then such provision or part shall be deemed not to form part of this Agreement and the enforceability and validity of the remainder of this Agreement shall not be affected.  The Parties shall in good faith attempt to modify any invalidated provision or part to carry out the Parties' stated intentions.

6.9 Survival:  All provisions that by their nature should reasonably be interpreted to survive the termination or expiration of this Agreement, shall survive such termination or expiration of this Agreement.

6.10 Relationship of the Parties:  The relationship of the Parties is that of independent contractors and this Agreement does not create any association, partnership, joint venture or agency relationship between them.  Neither Party shall have the power to bind the other or to create a liability against the other in any way.

6.11 Time is of the Essence: Time is of the essence with regards to all obligations hereunder.

6.12 Taxes. Any taxes due and owing as a result of fees paid by TruAd to Advertiser shall be solely the obligation of the Advertiser.

6.13 Governing Law; Venue. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Texas, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against any other Party in any way arising from or relating to this Agreement and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the state of Texas sitting in Dallas County, Texas. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the State of Texas sitting in Dallas County, Texas. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

6.14 Third Party Beneficiary. TruAd’s customer as noted from time to time in an applicable SOW is an intended third-party beneficiary under this Agreement and shall have all rights to enforce the terms hereof.

Schedule 1

SOW #1 – Remitly Project

This SOW #1 is incorporated into the Agreement to which it is attached as if fully set forth therein. This SOW #1 is effective as of the Effective Date and shall continue on a month-to-month basis thereafter until TruAd notifies Advertiser of same unless sooner terminated by TruAd’s customer.  All other terms and conditions of the Agreement remain in full force and effect.

A. Definition of Services
Advertiser will perform the following specific Services and Project Tasks under this SOW #1:

1. Services Description Promote and advertise the “Remitly” brand for money transfer services by following the project tasks listed below.

2. Territory

Initially, the territory is limited to Los Angeles, New York City, and Toronto; in each case subject to being updated, amended, or modified from time to time in TruAd’s sole discretion.

3. Project Tasks

Contact your local community ambassador who will provide you with a window decal that should be displayed in your storefront in a respectful manner that brings attention to the Remitly brand.

After your first full month of displaying the signage, you will receive an email with instructions on how to submit a submission form with photo of the signage on display at your store. These photos will be used to verify your participation and each month’s photo must be distinct.

Photos must be submitted not later than the 10th day of the subsequent month or you waive your rights to receive payment for the previous month. The window to submit the submission form and photo opens on the 1st day of the following month and ends at midnight on the 10th day of the following month. Once the timeline passes, submissions can no longer be received for the previous month and will not be honored.

If your submission form is connected to your online account, the photo is all that will be needed. If not, we will need your first name / last name / business name / address.

The photo being submitted MUST include some reference to the date it was taken, such as a newspaper, phone date/timestamp, etc....  

B. Project Pricing, Billing, and Payment

In consideration for the Services to be provided by Advertiser and strict compliance with the above listed Project Tasks, Agreement, and SOW #1, TruAd agrees to pay Advertiser as follows: $250 USD for a 16x20 display or $350.00 USD for a 30x60 display, per full month of Services, to be invoiced as set forth above. Payment will be made on a Net 60 basis.

Any changes to the project scope, the project deliverables, timeline, or objectives that impact the payments will be adjusted by prior written agreement of the Parties in compliance with the Agreement.

Services can be cancelled by TruAd immediately if TruAd’s client Remitly terminates the program. Any full month of Services will be paid by TruAd if submission and photos are timely submitted by Advertiser by the termination date. Any late submissions of photos or submission forms for billing, or any termination of the program prior to the end of a month will discontinue the program and any obligations of TruAd to pay any amounts due and owing.