PARTNER PROGRAM AGREEMENT 

(the “Agreement”)

DATED for reference as of Oct 15, 2021 (the “Effective Date”).

BETWEEN:

Your Company, a company incorporated under the laws of the Province of British Columbia, "Partner."

AND:

MYLO INNOVATIONS LTD., a company incorporated under the laws of the Province of British Columbia, with a registered address at 404 – 999 Canada Place, Vancouver B.C. V6C 3E2.

(the “Company”)

WHEREAS the Company wishes to engage the Partner as a partner in the Company’s partner program (the “Partner Program”), and the Partner wishes to become a partner in the Partner Program on the terms set out below:

WHEREAS the Company wishes to engage the Partner as a partner in the Company’s partner program (the “Partner Program”), and the Partner wishes to partner with OMD!, by having the terms executed by the Company as per the agreed upon terms listed under "Purchasing Terms" of quote. 

1. PARTNER INTELLECTUAL PROPERTY The Partner grants Company a revocable, non-exclusive, worldwide, royalty-free license to use the Partner’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Partner’s participation in the Partner Program. The Company has no obligation to announce, advertise, market, or promote the Partner’s participation in the Company Partner Program, but reserves the right to do so at its sole discretion.

2. LIMITATION OF LIABILITY a. IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY TO PARTNER FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE  GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND b. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE FEES PAID UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.

3. INDEMNIFICATION The Partner hereby indemnifies and holds harmless the Company, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Partner’s participation in the Partner Program, any claims that any of the Partner trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Partner breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Partner Program, or any claim related directly or indirectly to the Partner use, operation or the content of the Partner’s website.

4. EFFECT OF HEADINGS The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions. 

5. All Terms (as defined below) include a non-refundable.

6. Nothing in this Agreement is to be construed as creating an agency or fiduciary relationship or joint venture, employer-employee relationship, partnership or any form of strategic alliance whatsoever between the parties. 

7. Nothing in this Agreement is to be construed as requiring either party to disclose any confidential information to the other party or to engage in any business relationship, contract or future dealing with the other party. 

8. Each of the parties acknowledges that the other party, now or in the future, may be engaged in businesses similar to or competitive with those of that party. Nothing in this Agreement shall limit or restrict either party from engaging in such businesses or competing with the other party.

9. The Partner confirms it has the right to use, and assumes all risk associated with, any photos, videos, images, logos, trademarks, tradenames or other promotional materials (the “Partner Materials”) that it provides to the Company.

11. The Partner Materials do not infringe on any third party intellectual property rights.

10. The Partner warrants any products it provide (the “Products”) against defects in material or workmanship for a period of one (1) year from the original date of purchase of the Product by a member (the “Warranty Period”). If a material or workmanship defect arises with regard to a Product, and a valid claim is received by the Company or the Partner during the Warranty Period, the Partner shall, at its sole option: (i) repair the Product or part using new or Refurbished parts; (ii) replace the Product or part with a new or Refurbished Product or part; or (iii) refund the applicable purchase price of the defective Product or part. For the purposes of this limited warranty, “Refurbished” means a Product or part that has been substantially returned to its original specifications. In the event of a defect, these are a member’s exclusive remedies. The Company will not be liable or responsible for any labour or labour-related expenses required to repair or install a new or Refurbished Product or part. 

12. OMD! IS PROVIDED TO END USERS BY THE COMPANY ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY THE COMPANY. THE COMPANY DOES NOT WARRANT THAT THE APP WILL OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.