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Background:

This Affiliate Agreement (Agreement) is produced on the the date of agreeance between:

  1. Octup, whose registered office is at 108 W 13TH STE 100, Wilmington 19801-1145 082, United States, trading as OCTUP LLC, (Company) and
  2. The agreer, who has signed up above (Affiliate)

the parties hereto are interested in determining their rights and obligations with respect to the services on a non-exclusive basis, to be rendered by the Affiliate hereunder, as specified herein.

Information on comission sturcture provided upon signing up.

Definitions and Interpretation

1. The following definitions and rules of interpretation apply in this Agreement.

a. “Transaction” means the goods or services of the Company ordered by a customer have been delivered, the return period has expired, and 60 days has elapsed since the goods or services were paid for in full.

b. “Customer” means a person or party who purchases goods or services approached to the Company through the Affiliate’s site, in accordance with this Agreement

c. “Links” means a link from a hypertext document to another location, activated by clicking on a highlighted word or image or banner.

d. The net proceed is the value at which a product or service is sold after all taxes and other costs are added and all discounts subtracted. Net proceed is what a customer pays. To calculate the net proceed, start with the list price, and add any taxes and other government-mandated charges.

Affiliate Site and Content

2. Affiliate has sole responsibility and liability for the preservation, operation, maintenance and all materials and content that appear on the Affiliate site. Affiliate shall manage the Affiliate Site in accordance with all applicable laws, rules, and regulations.

3. Affiliate agrees to place one of more of the Links on the Affiliate site, in accordance with the terms and conditions within this Agreement.

4. The Company reserves the right, at any time, to monitor the Affiliate Site to verify Affiliate is complying with the terms and conditions within this Agreement.

5. In the event Affiliate does not properly use the Links provided by the Company, and the traffic cannot be properly tracked to confirm the Customer approached from the Affiliate Site, the Company is not responsible to pay any fees.

Compensation for your referred traffic

6. During the Agreement's Term and 6 months after termination, if the Company completes a Transaction with a Customer due to the Affiliate’s efforts (except for termination due to Affiliate's breach), the Affiliate is entitled to a commission as per Schedule 1 within this Agreement. After an initial period of 6 months, the parties will have a discussion in good faith about updating the commission for new customers.

7. The Fee will be offset with respect to each Transaction for:

a. The company issuing discounts, credits, or allowances.

b. There is a chargeback issued against the company.

8. The Fee relating to any Transaction will be paid to Affiliate at the end of each following quarter, after the actual receipt by the Company, in readily available funds, of the net proceeds with respect to which a fee is due to the Affiliate.

9. Affiliate's compensation under this Agreement includes all applicable taxes and charges. The Company may withhold taxes as required by law unless Affiliate provides tax exemption documentation. Affiliate is solely responsible for paying taxes and indemnifying the Company for any related liabilities.

Fulfillment and Customer Information

10. The Affiliate has no authority to enter into any agreement (with any Customer or otherwise) or accept any undertaking on behalf of the Company or make any representation about the Company or on its behalf, unless the Affiliate has received a prior written approval from the Company in each instance.

11. The Company shall have the sole and complete discretion to enter into or refrain from entering into any agreement or Transaction of any kind with any Customer. Any such agreement or transaction shall be entered into directly between the Company and any relevant Customer. The Company shall not be obligated in any manner to enter into any such agreement or transaction with any business partner and/or other third party whatsoever.

12. Affiliate agrees that the Company may collect, process, and sell certain information about the Affiliate.

Limited License Rights

13. The Affiliate agrees to place one or more of the Links on the Affiliate Site. These links may contain logos and trademarks. Upon termination of this Agreement for whatever reason, the Affiliate shall immediately cease any use of Company logos and trademarks.

14. The Affiliate acknowledges that all rights in and ownership of the Company trademarks are and shall continue to vest in and be held exclusively by the Company, and the Affiliate shall not challenge or take any action inconsistent with such exclusive rights and ownership. To remove any doubt, it is hereby clarified that nothing in this Agreement shall be construed as creating any right of the Affiliate in or with respect to the Company trademarks, including without limitation for the use thereof, except for the Affiliate's right to use the Company trademarks during the Term of this Agreement for the promotion of the Links.

Representations and Warranties

15. The Affiliate represent and warrant that:

a. The Affiliate is legally capable and authorised to enter into this Agreement.

b. If represented as an entity, all actions necessary to authorize the Affiliate to enter into this Agreement have been taken.

c. The Affiliate is the sole owner of the Affiliate site.

d. The Affiliate Site does not and shall not:

i. Depict anyone less than 18 y/old.

ii. Contain any information which is false.

iii. Contain or transmit any apps or programs that can be downloaded or installed by the Customers, without their knowing consent of the exact nature, purpose and function of the app or program use the Company’s name, logos and trademarks in a form of unsolicited communication, including spam.

Term and Termination

16. The term of this Agreement shall be for a period of 12 months commencing as of the date of execution of this Agreement (the “Term”). Notwithstanding, the Company may terminate this Agreement at any time, for any cause or without cause, by giving the Affiliate 7 days advance written notice. Such termination by the Company shall neither constitute unfair termination nor entitle the Affiliate to any compensation whatsoever, except for such compensation to which the Affiliate is entitled in accordance with the terms specified herein.

17. Further, either party may terminate this Agreement at any time, with immediate effect, if the other party is in breach of this Agreement and said breach has not been cured (if curable) within 14 days from notice to that effect by the non-breaching party. Such termination by the Company shall neither constitute unfair termination nor entitle the Affilaite to any compensation whatsoever. For the removal of doubt, upon termination or expiration of this Agreement, for any reason whatsoever, all exclusivity rights of the Affilaite shall immediately lapse.

Relationship

18. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.

19. The Affiliate warrants compliance with financial regulations, including registration with tax authorities as an independent contractor. If the government or tax authorities deem the relationship as employment, and it causes costs to the Company, the Affiliate must reimburse the Company for those expenses, including legal fees and VAT, within 7 days of the demand. The Company can offset any amounts owed under this section from payments due to the Affiliate under the Agreement.

Confidentiality and Non-Competition

20. Both parties undertake that each shall not, at any time during this Agreement, and for a period of 5 years after termination of this Agreement, disclose to any person any information, technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature, or any other confidential information concerning the disclosing party’s business or its products which the receiving party may obtain in connection with entering into this Agreement.

21. Confidential Information does not include:

a. Information that is or becomes publicly known;

b. Was rightfully in the providers possession;

c. It is disclosed to you without confidential restriction.

22. During the Term the Affiliate shall not enter into any agreement or arrangement whatsoever with any person or entity which competes with the Company and/or the Products, without the prior written consent of the Company.

Waiver

23. You waive any and all claims against the company for the following circumstances:

a. The Site is partially or totally inaccessible and unusable;

b. There are bugs, errors, or virus’s;

c. You have been suspended or terminated by the Company;

d. A claim has been made to change this Agreement by the Company.

e. Withholding of an owed fee due;

24. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach.

25. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy.

26. You are exclusively responsible for the safekeeping of your password and username of your account. You hereby waive and dismiss any claims against the company that claim there has been unauthorized use and access to your account.

27. Any dispute you raise shall be as an individual only.

Assignment

28. The Affiliate shall not assign any of its rights or obligations hereunder nor permit the same to be assigned by operation of law, without the prior written consent of the Company.

Governing Law and Jurisdiction

29. This Agreement, and any other claim arising from it, shall be governed, and construed in accordance with the laws of the State of Delaware. Both parties agree that the courts of Delaware will have exclusive jurisdiction.

Waiver of Jury Trial

1. Each party irrevocably and unconditionally waives, to the fullest extent permitted by Law, any right it may have to a trial by Jury in any legal action, proceeding, cause of action or counterclaim arising out of or relating to this Agreement, including any schedules.

Remedies

2. All rights and remedies shall be cumulative, and none shall be a constraint on using any other type of remedy, or right.

Force Majeure

3. The Company shall not responsible or liable for any delay caused by a force majeure event beyond the reasonable control of the Company, some examples include and are not limited to:

a. Act of God, such as flood, earthquake, or other natural disaster;

b. War;

c. Fire, explosion, or accident;

d. Failure of utility services.

Counterparts

4. This Agreement may be implemented in counterparts. All of which shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.

Severance

5. If the whole, or any part of a provision of this Agreement becomes invalid or unenforceable, this shall not affect the validity and enforceability of the rest of the Agreement.

6. If any part of the Agreement is invalid, the parties shall negotiate to amend such provision so that it becomes legal, valid, and enforceable.

Amendments

7. This Agreement may not be modified except by a written instrument signed by a duly authorized representative of each of the parties.

Notices

Any notice provided by either party pursuant to this Agreement shall be in writing and sent either (a) by registered mail to the other party’s address set forth above, or (b) by email, to the following addresses: for Company: ; for Affiliate:

8. The Agreement sets out the entire agreement and the understanding between the Affiliate and the Company and supersedes any prior discussions, Agreements, warranties, representations and any other communications between the Affiliate and the Company, whether it be oral or written.

Schedule 1- Commission Payment terms

For each Transaction, the Affiliate shall be entitled to the following:

1. x% of the net proceeds of a = monthly income for 24 months after the Customer joins the platform, where x is the predetermined agreed-upon commission agreed-upon percentage.the

For example, for a 35% commission, if the monthly subscription is 500$, each quarter you will be paid a total of $525.