PARTNER PROGRAM AGREEMENT (the “Agreement”)

BETWEEN:

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

AND:

MYLO INNOVATIONS INC., 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:

1. ENROLMENT

1.1 In order to enroll in the Partner Program, the Partner agrees that any registration information provided to the Company will be accurate, correct and up to date to the best of the Partner’s knowledge and that the Partner’s participation in the Partner Program will not be used for any illegal or unauthorized purpose.

1.2 Applications to the Partner Program will be evaluated by the Company and Company reserves the right to deny entrance into its Partner Program to any applicant that is deemed unqualified for any reason, at Company’s sole and absolute discretion.

2. SERVICES

2.1 The Company will assist the Partner with advertising services and brand exposure and awareness (the “Services”) through the Partner’s participation in the Partner Program.

2.2 The Services are set out in Schedule “A” to this Agreement.

 

3. Once the Partner signs up for the Services, any sales leads and/or sales may follow at a later date, with such timing being out of the control of the Company.

 

4. The Company will begin providing the Services as of the Effective Date.

 

5. The Partner acknowledges that its business competitors may also be a part of the Partner Program.

 

6. PAYMENT

6.1 The Partner will pay fees to the Company for the Services depending on the length of Term (as defined below) chosen by the Partner, as set out in Schedule “A” to this Agreement.

 

7. TERM AND TERMINATION

7.1 The Agreement will commence on the Effective Date.

7.2 The Agreement will continue for one of the following durations of time (as identified in Schedule “A”):

(a) 1 month with recurring charges per month; or

(b) 12 months (each a “Term”),

with such Term depending on the option chosen by the Partner.

7.3 The Term of the Agreement will automatically renew unless specified through email of cancellation within 14 business days of the next billing cycle.

7.4 Either party may terminate this Agreement for any reason by providing at least 30 days written notice to the other party.

7.5 The Company may terminate this Agreement immediately upon written notice to the Partner upon the Partner’s failure to comply with the terms of this Agreement.

7.6 Upon termination by either party, the Partner’s limited license to use any intellectual property of the Company for the purpose of promoting the products and/or services offered through the Partner Program will cease.

 

7.7 Upon termination by either party, the Company’s limited license to use any intellectual property of the Partner for the purpose of promoting the products and/or services offered through the Partner Program will cease.

7.8 Early termination made by Partner will not entitle the Partner to receive a refund for any portion of the Term which remains un-used.

 

8. INTELLECTUAL PROPERTY

8.1 The Partner grants the 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.

8.2 The Company has no obligation to announce, advertise, market, or promote the Partner’s participation in the Partner Program, but reserves the right to do so at its sole discretion.

 

9. PARTNER DUTIES

9.1 The Partner is responsible for all materials that appear on the Partner’s website and for ensuring that such material does not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.

9.2 The Partner is responsible to honour the codes given to Company and deliver agreed upon product in a timely manner to the Company’s members.

9.3 The Partner is solely responsible for customer service and product liability related to its own products or services. 9.4 The Partner will ensure that all rules, regulations, disclaimers and requirements of any rewards redeemed by the Company’s members are followed by the Partner.

 

10. USE OF PROMOTIONAL MATERIALS 10.1 The Partner may use and display the Company’s promotional materials (the “Promotional Materials”) in the promotion of its participation of the Partner Program.

10.2 At its sole cost and expense, the Partner may market and promote the Partner Program solely under the Company’s brand using the Company’s trademarks, or may co-brand with the Partner’s brand. Any Promotional Materials using the trademarks or promoting the Partner Program (whether co-branded or otherwise) must be approved in advance in writing by the Company in its sole discretion.

10.3 In relation to the use of the Promotional Materials and marketing, the Partner must:

(a) ensure that in any co-branding marketing, the Company’s brand and trademarks remain separate and distinct from the Partner’s brand and marks;

(b) follow Company’s reasonable instructions with respect to marketing efforts, including complying with any limitations in geographical scope or scope of industries, in order to coordinate marketing efforts and avoid possible conflicts;

(c) not engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Company or Partner Program or any trademark;

(d) not use any mark that is confusingly similar to any of the Company’s trademarks;

(e) not make any representations, warranties, guarantees, indemnities, similar claims or other commitments: (i) actually, apparently or ostensibly on behalf of the Company; or

(ii) to any member regarding the Partner Program, which representations, warranties, guarantees, indemnities, similar claims or other commitments are additional to or inconsistent with the Promotional Materials or any other written documentation provided by the Company to the Partner; (f) not alter, obscure or remove any trademark or copyright notices or any other proprietary rights notices placed on the Promotional Materials or any other materials that the Company may provide to the Partner;

(g) not use any of the Company’s photos videos or other images without the prior consent of Company; (h) only use photos, videos or other images provided by the Company for social media accounts on Instagram, Facebook, and Twitter. Any other use of such photos, videos or other images may only be undertaken with the prior consent of Company;

(i) only use the Promotional Materials for the purpose of promoting Company’s mobile application (and services available thereon) (the “App”), and for linking to Company’s App, website, or other online platforms;

(j) not alter, add to, subtract from, or otherwise modify the Promotional Materials. If the Partner wishes to alter or otherwise modify the Promotional Materials, prior written consent must be obtained from the Company;

(k) not engage in any unfair, misleading or deceptive practices respecting the Company or the Partner Program; and (l) promptly notify the Company of any complaint or adverse claim about the Partner Program of which the Partner becomes aware, including any requests for refunds from members.

10.4 In relation to the use of the Promotional Materials and marketing, the Company must:

(a) provide any information, materials and support that the Company usually makes available to its partners and as may be reasonably requested by the Partner regarding the marketing, promotion and sale of any products or services through the Partner Program; and

(b) provide the Partner with digital copies of the Promotional Materials (which the Partner may use to produce physical copies of the Promotional Materials, at its own expense).

11. CUSTOMER SERVICE

11.1 The Company will handle all aspects of customer service pertaining to its points and rewards system. The Company reserves the right to change the Company’s pricing structure within the App, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Partner or customers purchasing through the Partner’s link on the App.

12. LIMITATION OF LIABILITY

12.1 In no event will the Company have any liability to the 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.

12.2 In no event will the Company’s liability exceed the fees paid under this Agreement, whether in contract, tort, or under any other theory of liability.

13. INDEMNIFICATION

13.1 Each party will defend and hold harmless the other party, its affiliates and their respective directors, officers, employees, contractors, agents, successors and assigns (collectively, the “Indemnified Parties”) against any claim, demand, suit or proceeding made or brought against the Indemnified Parties by a third party as a result of:

(a) any breach of this Agreement by the Indemnified Parties;

(b) any use or consumption of the Indemnified Parties’ products or services, including bodily injury or death; or

(c) a claim that any of the Indemnified Parties’ products or services infringes or misappropriates a third party’s intellectual property rights,

and will indemnify and hold the Indemnified Parties harmless from any damages, legal fees (on a solicitor and own client basis) and costs suffered, sustained or incurred by the party, arising from or in connection with any of the above.

14. RELATIONSHIP OF PARTIES

14.1 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.

14.2 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.

14.3 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.

15. REPRESENTATIONS AND WARRANTIES

15.1 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.

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

15.3 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.

15.4 THE APP 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.

16. ASSIGNMENT

16.1 Neither the Company nor the Partner may assign its rights or obligations under this Agreement without the prior written consent of the other party.

17. WAIVERS

17.1 Failure by either party at any time to require strict performance by the other party of any term or provision hereof shall not be deemed to constitute a waiver of a breach of such or any other term or provision hereof nor shall it constitute a waiver of any succeeding breach of such or any other term or provision hereof.

17.2 No amendment to or modification, waiver, rescission, termination or discharge of this Agreement is effective unless it is in writing and executed by both parties.

18. NOTICES

18.1 Any notice must be in writing and either:

(a) delivered personally or by courier;

(b) sent by prepaid registered mail; or

(c) transmitted by e‑mail or functionally equivalent electronic means of transmission.

18.2 Any notice must be sent to the intended recipient at its address as follows:

to the Company at:

Mylo Innovations Inc. 404 – 999 Canada Place, Vancouver B.C. V6C 3E2 E‑mail: sales@pawswapapp.com

to the Partner at:

Vancouver, Canada E‑mail: [Client.Email]

18.3 A notice is considered received as follows:

(a) if delivered personally, it is considered received immediately;

(b) if delivered by email, it is considered received upon acknowledgement of receipt;

(c) if delivered by registered mail it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

19. SEVERABILITY

19.1 Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect:

(a) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; or

(b) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction.

20. EFFECT OF HEADINGS

20.1 The subject headings of this Agreement are included for convenience only and do not affect the construction or interpretation of any of the provisions of this Agreement.

21. GOVERNING LAW

21.1 This Agreement is governed by, and is to be construed and interpreted in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein.

22. ENTIRE AGREEMENT

22.1 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no representations, warranties or other agreements between the parties, express or implied, in connection with the subject matter of this Agreement except as specifically set out in this Agreement. No party has been induced to enter into this Agreement in reliance on, and there will be no liability assessed, either in tort or contract, with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in this Agreement.

23. COUNTERPARTS AND ELECTRONIC DELIVERY

23.1 This Agreement may be executed and delivered by the parties in one or more counterparts, each of which will be an original, and each of which may be delivered by e‑mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.