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Our Affiliate Program

Marketing Affiliate Program Agreement

Last Modified: August, 2020

PLEASE READ THIS MARKETING AFFILIATE PROGRAMAGREEMENT CAREFULLY.

This is a contract between you (the“Affiliate”) and us (“Sasalio”). It describes how we will work together andother aspects of our business relationship. It is a legal document so some ofthe language is necessarily “legalese” but we have tried to make it as readableas possible.

The Marketing Affiliate Program Agreementapplies to your participation in our Marketing Affiliate Program (the“Affiliate Program”). These terms are so important that we cannot have youparticipate in our Affiliate Program unless you agree to them.

We periodically update these terms. We mightalso choose to replace these terms in their entirety if, for example, theAffiliate Program changes, ends, or becomes part of an existing program,including our partner programs. If we update or replace the terms we will letyou know via electronic means, which may include an in-app notification or byemail. If you don’t agree to the update or replacement, you can choose toterminate as we describe below.

Definitions

  • “SasalioAffiliate” means a company owned, operated or controlled by Sasalio.
  • “MarketingAffiliate Program” means our marketing affiliate program as described in thisAgreement.
  • “AffiliateLead” means a customer prospect who clicks on the Affiliate Link that we havemade available to you via the Affiliate Tool.
  • ““AffiliateLink” means the unique tracking link you place on your site or promote throughother channels.
  • “AffiliatePolicies” means the policies applicable to affiliates which we may makeavailable to you from time to time.
  • “AffiliateTool” means the tool that we make available to you upon your acceptance intothe Affiliate Program and for you to use in order to participate in theAffiliate Program.
  • “Agreement”means this Marketing Affiliate Program Agreement and all materials referred orlinked to in here.
  • “Commission”means an amount described on the Program Policies Page for each CustomerTransaction.
  • “Customer”means the authorized actual user of the Sasalio Products who has purchased the Sasalioproducts after being an Affiliate Lead.
  • “CustomerTransactions” means those transactions by Affiliate Leads that are eligible forCommission pursuant to the ‘Customer Transactions’ section of this Agreement.
  • “CustomerData” means all information that Customer submits or collects via the SasalioProducts and all materials that Customer provides or posts, uploads, inputs orsubmits for public display through the Sasalio Products.
  • “SasalioContent” means all information, data, text, messages, software, sound,music, video, photographs, graphics, images, and tags that we incorporate intoour services.
  • “SasalioProducts” means both the Subscription Service and Other Products.
  • “ProgramPolicies Page” means this page where we will provide all the up to dateguidelines and policies for the Affiliate Program.
  • “OtherProducts” means those products and services that we offer, which are notincluded in the Subscription Service (as detailed below); and, for the purposesof this Agreement, Other Products include all of our marketing software, legacysales and marketing products, and any implementation, customization, training,consulting, additional support or other professional services, or fees forthird-party products or services.

“Subscription Service” means our web-basedsales software that is subscribed to, and developed, operated, and maintainedby us, accessible via www.sasalio.com or another designated URL, and add-onproducts to our sales software. For the purposes of this Agreement, theSubscription Service does not include our legacy sales products, anyimplementation, customization, training, consulting, additional support orother professional services, or fees for third-party products or services.

“We”, “us”, “our”, and “Sasalio”means Sasalio KG.

“You” and “Affiliate” means the party, otherthan Sasalio, entering into this Agreement and participating in the AffiliateProgram.

Non-Exclusivity

This Agreement does not create an exclusiveagreement between you and us. Both you and we will have the right to recommendsimilar products and services of third parties and to work with other partiesin connection with the design, sale, installation, implementation and use ofsimilar services and products of third parties.

 

Affiliate Acceptance

Once you complete an application to become anAffiliate, we will review your application and notify you whether you have beenaccepted to participate in the Affiliate Program, or not. Before we accept anapplication, we may want to review your application with you, so we may reachout to you for more information. We may require that you complete certainrequirements or certification(s) before we accept your application. If we donot notify you that you are accepted to participate in the Affiliate Programwithin thirty (30) days from your application, your application is consideredto be rejected.

If you are accepted to participate in theAffiliate Program, then upon notification of acceptance, the terms andconditions of this Agreement shall apply in full force and effect, untilterminated, pursuant to the terms set forth below. Further, you will need tocomplete any enrollment criteria set out in the Program Policies Page, ifapplicable. Failure to complete any enrollment criteria within thirty (30) daysof your acceptance will result in the immediate termination of this Agreementand you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in theAffiliate Program does not mean that you will be accepted into any of our SasalioPartner Programs, including our Sales Solutions Partner Program, Sales ReferralPartner Program or our Agency Partner Program. In order to participate in theseprograms, you will need to apply in accordance with the relevant applicationprocedure.

You will comply with the terms and conditionsof this Agreement at all times, including any applicable Program Policies.

CustomerTransactions

AffiliateProgram Limits. Each accepted Affiliate Lead will expire according to theinformation provided on the Program Policies Page. from the date the AffiliateLead clicked on the Affiliate Link that was made available by you. We will payyou Commission for each new Customer who completes a Customer Transaction afterclicking on an Affiliate Lead made available by you, provided that you remaineligible to receive Commission pursuant to the terms of this Agreement. Thestart of the Customer’s subscription is determined by the date of the firstpurchase of the Subscription Service by the Customer and you will receive aCommission payment for that Customer Transaction only, regardless of anyadditional purchases made by that customer during their Subscription Service.For example, if the initial Customer Transaction is for one user of Sales HubProfessional, and there is a subsequent transaction by that same customer foran additional user of Sales Hub Professional for the same subscription,Affiliate will receive Commission for the initial user purchased only. TheAffiliate will not be entitled to receive Commission on any additionalpurchases of Sasalio Products by that same Customer

Eligibility. To be eligible for Commission (i)an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptanceand Validity’ section, (ii) a Customer Transaction must have occurred (iii) aCustomer must remain a customer sixty (60) days plus the number of days untilthe end of that calendar month in order to be eligible for a Commission. Forexample a Customer who makes a purchase on the 15th of March must remain a customeruntil the 31st of May in order to be eligible for a Commission. Alltransactions must occur on a Sasalio.com domain. Any transactions occurring oninternational domains (.fr, .jp, .de, etc.) will not be eligible forCommission. You are not eligible to receive Commission or any othercompensation from us based on transactions for Other Products or if: (i) suchcompensation is disallowed or limited by federal, state or local law orregulation in the United States or the laws or regulations of your jurisdiction;(ii) the applicable Customer objects to or prohibits such compensation orexcludes such compensation from its payments to us or Sasalio Affiliates; (iii)the Customer has paid or will pay such commissions, referral fees, or othercompensation directly to you, (iv) the Commission payment has been obtained byfraudulent means, misuse of the Affiliate Link, in violation of any AffiliateProgram Policies that we make available to you, misuse of the Affiliate Tool orby any other means that we deem to breach the spirit of the Marketing AffiliateProgram, or (v) the Customer participates in any of our partner programs,including our Agency Partner Program, Sales Referral Partner Program or SalesSolutions Partner Program and is eligible to receive commission in relation tothe Customer Transaction under any of these programs. If at any point you areeligible to receive a revenue share payment under the Sales Solutions PartnerProgram Agreement, Sales Referral Program Agreement or Agency Partner ProgramAgreement that payment amount will not change based on your participation inthe Affiliate Program. For example, you will not be able to receive theCommission set out in this Agreement on any Partner Transaction that wascompleted whilst participating as a partner in the Sales Referral PartnerProgram (as defined in the Sales Referral Partner Program Agreement). Incompetitive situations with other affiliates, we may elect to provide theCommission to the affiliate that we deem to be the most eligible for Commission,at our discretion. We may discontinue Commission payments should any of theeligibility criteria set forth in this subsection fail to be met at any time.Purchases via Sasalio for Startups or Sasalio for Entrepreneurs are noteligible for Commission payments.

Acceptance and Validity. You will only beeligible for a Commission payment for any Customer Transactions that derivedfrom Affiliate Leads generated by the Affiliate Link that we make available toyou and are accepted by Sasalio. An Affiliate Lead will be considered valid andaccepted if, in our reasonable determination: (i) it is a new potentialcustomer of ours, and (ii) is not, at the time of submission or sixty (60) daysprior, one of our pre-existing customers, or involved in our active salesprocess. Notwithstanding the foregoing, we may choose not to accept anAffiliate Lead in our reasonable discretion. If an Affiliate Lead does notpurchase the Subscription Service within the time period described on theProgram Policies Page) of their first click on the Affiliate Link, you will notbe eligible for a Commission payment, even if the Affiliate Lead decides topurchase after the time period has expired. An Affiliate Lead is not consideredvalid if its first click on the Affiliate Link is after this Agreement hasexpired or terminated. Engagement with Prospects. Once we have received theAffiliate Lead information, we may elect to engage with the prospect directly,regardless of whether or not the Affiliate Lead is valid. If an Affiliate Leadis not valid then we may choose to maintain it in our database and we maychoose to engage with such Affiliate Lead. Any engagement between Sasalio andan Affiliate Lead will be at Sasalio’s discretion.

Commission and Payment. Requirements forPayment; Forfeiture. In order to receive payment under this Agreement, you musthave: (i) agreed to the terms of this Agreement (generally completed throughthe Affiliate Tool); (ii) completed all steps necessary to create your accountin the Affiliate Tool in accordance with our directions, (iii) have a valid andup-to-date PayPal account and updated the Affiliate Tool with such account (iv)completed any and all required tax documentation in order for Sasalio toprocess any payments that may be owed to you.

Notwithstanding the foregoing or anything tothe contrary in this Agreement, if any of the requirements set forth in section4(a)(i-iv) remain outstanding for six (6) months immediately following theclose of a Customer Transaction, then your right to receive Commission arisingfrom any and all Customer Transactions with the associated Customer will beforever forfeited (each, a “Forfeited Transaction”). We will have no obligationto pay you Commission associated with a Forfeited Transaction. Once you comply withall of the requirements in section 5(a)(i-iv), then you will be eligible toreceive Commission on Customer Transactions, as long as these CustomerTransactions do not involve the same Customer associated with a ForfeitedTransaction.

Commission Payment. We, or a Sasalio Affiliate,will pay the Commission amount due to you within forty-five (45) days after theend of each fiscal quarter for any Commission amounts that you become eligiblefor according to the Eligibility section above. We will determine the currencyin which we pay the Commission, as well as the applicable conversion rate. Wewill not pay more than one Commission payment or other similar referral fee onany given Customer Transaction (unless we choose to in our discretion).

Taxes. You are responsible for payment of alltaxes applicable to the Commission. All amounts payable by us to you aresubject to offset by us against any amounts owed by you to us.CommissionAmounts. We reserve the right to alter or change the Commission amount. We willpost all information regarding the Commission amount on the Program PoliciesPage.

Training and Support

Affiliate Training and Support. We may makeavailable to you, without charge, various webinars and other resources madeavailable as part of our Affiliate Program. If we make such resources availableto you, you will encourage your sales representatives and/or other relevantpersonnel to participate in training and/or other certifications as werecommend and may make available to you from time-to-time. We may change ordiscontinue any or all parts of the Affiliate Program benefits or offerings atany time without notice.

Trademarks

Yougrant to us a nonexclusive, nontransferable, royalty-free right to use anddisplay your trademarks, service marks and logos (“Affiliate Marks”) inconnection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the eventthat we make our trademark available to you within the Affiliate Tool, you mayuse our trademark as long as you follow the usage requirements in this section.You must: (i) only use the images of our trademark that we make available toyou, without altering them in any way; (ii) only use our trademarks inconnection with the Affiliate Program and this Agreement; and (iii) immediatelycomply if we request that you discontinue use. You must not: (i) use ourtrademark in a misleading or disparaging way; (ii) use our trademark in a waythat implies we endorse, sponsor or approve of your services or products; or(iii) use our trademark in violation of applicable law or in connection with anobscene, indecent, or unlawful topic or material.

Proprietary Rights.

Sasalio’s Proprietary Rights. No license to anysoftware is granted by this Agreement. The Sasalio Products are protected byintellectual property laws. The Sasalio Products belong to and are the propertyof us or our licensors (if any). We retain all ownership rights in the SasalioProducts. You agree not to copy, rent, lease, sell, distribute, or createderivative works based on the Sasalio Content, or the Sasalio Products in wholeor in part, by any means, except as expressly authorized in writing by us. Sasalio,the Sprocket Design, the Sasalio logos, and other marks that we use from timeto time are our trademarks and you may not use them without our prior writtenpermission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates andpartners to comment on the Sasalio Products, provide suggestions for improvingthem, and vote on suggestions they like. You agree that all such comments andsuggestions will be non-confidential and that we own all rights to use andincorporate them into the Sasalio Products, without payment to you.

Customer’s Proprietary Rights. As between youand Customer, Customer retains the right to access and use the Customer portalassociated with the Sasalio Products. For the avoidance of doubt, Customer willown and retain all rights to the Customer Data.

Confidentiality

As used herein, “Confidential Information” meansall confidential information disclosed by a party (“DisclosingParty”) to the other party (“Receiving Party”), (i) whether orally or inwriting, that is designated as confidential, and (ii) Sasalio customer andprospect information, whether or not otherwise designated as confidential.Confidential Information does not include any information that (i) is orbecomes generally known to the public without breach of any obligation owed tothe Disclosing Party or (ii) was known to the Receiving Party prior to itsdisclosure by the Disclosing Party without breach of any obligation owed to theDisclosing Party. The Receiving Party shall: (i) protect the confidentiality ofthe Confidential Information of the Disclosing Party using the same degree ofcare that it uses with its own confidential information, but in no event lessthan reasonable care, (ii) not use any Confidential Information of theDisclosing Party for any purpose outside the scope of this Agreement, (iii) notdisclose Confidential Information of the Disclosing Party to any third party,and (iv) limit access to Confidential Information of the Disclosing Party toits employees, contractors and agents. The Receiving Party may discloseConfidential Information of the Disclosing Party if required to do so under anyfederal, state, or local law, statute, rule or regulation, subpoena or legalprocess.

Opt Out and Unsubscribing

You will comply promptly with all opt out,unsubscribe, “do not call” and “do not send” requests. Forthe duration of this Agreement, you will establish and maintain systems andprocedures appropriate to effectuate all opt out, unsubscribe, “do notcall” and “do not send” requests.

Term and Termination

Term. This Agreement will apply for as long asyou participate in the Affiliate Program, until terminated.

Termination Without Cause. Both you and we mayterminate this Agreement on fifteen (15) days written notice to the otherparty.

Termination for Agreement Changes. If we updateor replace the terms of this Agreement, you may terminate this Agreement onfive (5) days written notice to us, provided that you send us written noticewithin ten (10) days after we send you notice of the change.

Termination for Cause. We may terminate thisAgreement: (i) upon thirty (30) days’ notice to you of a material breach ifsuch breach remains uncured at the expiration of such period, (ii) upon fifteen(15) days notice to you of non-payment of any amount due to us if such amountremains unpaid at the expiration of such period, (iii) immediately, if youbecome the subject of a petition in bankruptcy or any other proceeding relatingto insolvency, receivership, liquidation or assignment for the benefit ofcreditors, (iv) immediately, if you breach the terms applicable to yoursubscription with us (if you have one), including if you default on yourpayment obligations to us or our affiliate, or (v) immediately, if we determinethat you are acting, or have acted, in a way that has or may negatively reflecton or affect us, our prospects, or our customers.

Effects of Expiration/Termination. Expirationof this Agreement, and termination of this Agreement: (i) without cause byus,(ii) by you with cause, (iii) by you according to the ‘Termination forAgreement Changes’ section, shall not affect our obligation to pay you aCommission, so long as the related payment by the Customer Transaction isrecognized by us within thirty (30) days after the date of such termination orexpiration and provided that in no event shall you be entitled to payment ofCommission under this Agreement if you are eligible to receive a revenue sharepayment under the Sales Solution Program Agreement, Sales Referral ProgramAgreement or Agency Partner Program Agreement. We will not pay you fees onCustomer Transactions recognized by us after thirty (30) days after the date ofsuch termination or expiration set out above. Provided however, in the event oftermination without cause by you, or for cause by us, our obligation to pay andyour right to receive any Commission will terminate upon the date of suchtermination, regardless of whether you would have otherwise been eligible toreceive Commission prior to the date of termination. Except as expressly set forthin this section, you are not eligible to receive a Commission payment afterexpiration or termination of this Agreement. Upon termination or expiration,you will discontinue all use of and delete the Affiliate Tool that we makeavailable to you for your participation in the Affiliate Program. Upontermination or expiration, an Affiliate Lead is not considered valid, and wemay choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you willimmediately discontinue all use of our trademark and references to thisAffiliate Program from your website(s) and other collateral. For the avoidanceof doubt, termination or expiration of this Agreement shall not cause aCustomer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you haveall sufficient rights and permissions to participate in the Affiliate Programand to provision Sasalio with Affiliate Lead’s for our use in sales andmarketing efforts or as otherwise set forth in this Agreement, (ii) yourparticipation in this Affiliate Program will not conflict with any of yourexisting agreements or arrangements; and (iii) you own or have sufficientrights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) youwill ensure that you are compliant with any trade or regulatory requirementsthat may apply to your participation in the Affiliate Program (for example, byclearly stating you are a Sasalio Affiliate on any website(s) you own where youmake an Affiliate Link available); (ii) you will accurately provide in theAffiliate Tool all websites and domains you own where you intend to useAffiliate Links to generate Affiliate Leads; (iii) you will not purchase adsthat direct to your site(s) or through an Affiliate Link that could beconsidered as competing with Sasalio’s own advertising, including, but notlimited to, our branded keywords; (iv) you will not participate in cookiestuffing or pop-ups, false or misleading links are strictly prohibited; (v) youwill not attempt to mask the referring URL information; (vi) you will not useyour own Affiliate Link to purchase Sasalio products for yourself.

Indemnification

You will indemnify, defend and hold usharmless, at your expense, against any third-party claim, suit, action, orproceeding (each, an “Action”) brought against us (and our officers,directors, employees, agents, service providers, licensors, and affiliates) bya third party not affiliated with us to the extent that such Action is basedupon or arises out of (a) your participation in the Affiliate Program, (b) ouruse of the prospect data you provided us, (c) your noncompliance with or breachof this Agreement, (d) your use of the Affiliate Tool, or (e) our use of theAffiliate Marks. We will: notify you in writing within thirty (30) days of ourbecoming aware of any such claim; give you sole control of the defense orsettlement of such a claim; and provide you (at your expense) with any and allinformation and assistance reasonably requested by you to handle the defense orsettlement of the claim. You shall not accept any settlement that (i) imposesan obligation on us; (ii) requires us to make an admission; or (iii) imposesliability not covered by these indemnifications or places restrictions on uswithout our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND OUR AFFILIATEDCOMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY,RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SASALIOPRODUCTS, SASALIO CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANYPURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAYNOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SASALIOPRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY ORCONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KINDWITH REGARD TO THE SASALIO PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALLIMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BYLAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, ORCONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDINGTHE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TOYOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BELIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THERELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENTGIVING RISE TO A CLAIM.

Test Portal. WE DISCLAIM ALL LIABILITY WITHRESPECT TO THE TEST PORTAL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE TESTPORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OURDISCRETION.

Cookie Duration. COOKIES USED AS PART OF THISAFFILIATE PROGRAM HAVE A 90 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIRCOOKIES DURING THIS PERIOD, SASALIO SHALL NOT BE LIABLE FOR ANY COMMISSIONSTHAT MAY HAVE BEEN OWED TO YOU.

Non-Solicitation

You agree not to intentionally solicit foremployment any of our employees or contractors during the term of thisAgreement and for a period of twelve (12) months following the termination orexpiration of this Agreement. Both you and we acknowledge that (i) anynewspaper or other public solicitation not directed specifically to such personshall not be deemed to be a solicitation for purposes of this provision, and(ii) this provision is not intended to limit the mobility of either ouremployees or contractors.

General

Amendment; No Waiver. We may update and changeany part or all of this Agreement, including by replacing it in its entirety.If we update or change this Agreement, the updated Agreement will be madeavailable to you via the Affiliate Tool and we will let you know by email. Theupdated Agreement will become effective and binding on the next business dayafter we have notified you. When we change this Agreement, the “LastModified” date above will be updated to reflect the date of the mostrecent version. We encourage you to review this Agreement periodically. If youdon’t agree to the update, change or replacement, you can choose to terminateas we describe above. No delay in exercising any right or remedy or failure toobject will be a waiver of such right or remedy or any other right or remedy. Awaiver on one occasion will not be a waiver of any right or remedy on anyfuture occasion.

Applicable Law. This Agreement shall begoverned by the laws of the Commonwealth of Massachusetts, without regard tothe conflict of laws provisions thereof. In the event either of us initiates anaction in connection with this Agreement or any other dispute between theparties, the exclusive venue and jurisdiction of such action shall be in thestate and federal courts in Boston, Massachusetts.

Force Majeure. Neither party will beresponsible for failure or delay of performance if caused by: an act of war,hostility, or sabotage; act of God; electrical, internet, or telecommunicationoutage that is not caused by the obligated party; government restrictions; orother event outside the reasonable control of the obligated party. Each partywill use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions fornonpayment or breach of a party’s proprietary rights, no action, regardless ofform, arising out of or relating to this Agreement may be brought by eitherparty more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and weagree that no joint venture, partnership, employment, or agency relationshipexists between you and us as a result of this Agreement.

Compliance with Applicable Laws. You shallcomply, and shall ensure that any third parties performing sales or referralactivities on your behalf comply, with all applicable foreign and domestic laws(including without limitation export laws and laws applicable to sending ofunsolicited email), governmental regulations, ordinances, and judicialadministrative orders. You shall not engage in any deceptive, misleading,illegal or unethical marketing activities, or activities that otherwise may bedetrimental to us, our customers, or to the public. Export laws and regulationsof the United States and any other relevant local export laws and regulationsmay apply to the Sasalio Products. You will comply with the sanctions programsadministered by the Office of Foreign Assets Control (OFAC) of the USDepartment of the Treasury. You will not directly or indirectly export,re-export, or transfer the Sasalio Products to prohibited countries orindividuals or permit use of the Sasalio Products by prohibited countries orindividuals.

Severability. If any part of this Agreement isdetermined to be invalid or unenforceable by applicable law, then the invalidor unenforceable provision will be deemed superseded by a valid, enforceableprovision that most closely matches the intent of the original provision andthe remainder of this Agreement will continue in effect.

Notices. Notice will be sent to the contactaddress set forth herein (as such may be changed by notice given to the otherparty), and will be deemed delivered as of the date of actual receipt.

To Sasalio, Inc.: Sasalio, Inc., 25 FirstStreet, 2nd Floor, Cambridge, MA 02141, U.S.A. Attention: General Counsel

To you: your address as provided in ouraffiliate account information for you.

We may give electronic notices specific to youby email to your e-mail address(es) on record in our account information foryou. We may give notice to you by telephone calls to the telephone numbers onrecord in our account information for you.

Entire Agreement. This Agreement is the entireagreement between us for the Affiliate Program and supersedes all otherproposals and agreements, whether electronic, oral or written, between us. Weobject to and reject any additional or different terms proposed by you,including those contained in your purchase order, acceptance or website. Ourobligations are not contingent on the delivery of any future functionality or featuresof the Sasalio Products or dependent on any oral or written public commentsmade by us regarding future functionality or features of the Sasalio Products.It is the express wish of both you and us that this Agreement and all relateddocuments be drawn up in English. We might make versions of this Agreementavailable in languages other than English. If we do, the English version ofthis Agreement will govern our relationship and the translated version isprovided for convenience only and will not be interpreted to modify the Englishversion of this Agreement.

Assignment. You will not assign or transferthis Agreement, including any assignment or transfer by reason of merger,reorganization, sale of all or substantially all of its assets, change of controlor operation of law, without our prior written consent. We may assign thisAgreement to any affiliate or in the event of merger, reorganization, sale ofall or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries. Nothing in thisAgreement, express or implied, is intended to or shall confer upon any personor entity (other than the parties hereto) any right, benefit or remedy of anynature whatsoever under or by reason of this Agreement.

Program Policies Page. We may change theProgram Policies from time to time. Your participation in the Affiliate Programis subject to the Program Policies, which are incorporated herein by reference

No Licenses. We grant to you only the rightsand licenses expressly stated in this Agreement, and you receive no otherrights or licenses with respect to us, the Sasalio Products, our trademarks, orany other property or right of ours.

Sales by Sasalio. This Agreement shall in noway limit our right to sell the Sasalio Products, directly or indirectly, toany current or prospective customers.

Authority. Each party represents and warrantsto the other that it has full power and authority to enter into this Agreementand that it is binding upon such party and enforceable in accordance with itsterms.

Survival. The following sections shall survivethe expiration or termination of this Agreement: ‘Commission and Payment’,‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’,‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’and ‘General’.

Exhibit A

Sasalio – GDPR Data Processing Addendum(Affiliates)

This Data Processing Addendum(“Addendum”) sets out the terms that apply as between Sasalio andMarketing Affiliate when processing EEA personal data in connection with theMarketing Affiliate Program. This Addendum forms part of the MarketingAffiliate Program Agreement. Capitalized terms used in this Addendum shall havethe meanings given to them in the Marketing Affiliate Program Agreement (the”Agreement”) unless otherwise defined in this Addendum.

Definitions: (a) “controller,””processor,” “data subject,” and “processing”(and “process”) shall have the meanings given to them in ApplicableData Protection Law; (b) “Applicable Data Protection Law” means anyand all applicable privacy and data protection laws and regulations applicableto the Personal Data in question, including, where applicable, EU DataProtection Law (in each case, as may be amended, superseded or replaced fromtime to time); (c) “EU Data Protection Law” means: (i) the EU GeneralData Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii)the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national dataprotection laws made under or pursuant to clause (i) or (ii); and (d)”Personal Data” means any information relating to an identified oridentifiable natural person to the extent that such information is protected aspersonal data under Applicable Data Protection Law.

 Purposesof processing. The parties acknowledge that in connection with the MarketingAffiliate Program, each party may provide or make available to the other partyPersonal Data. Each party shall process such data: (i) for the purposesdescribed the Agreement; and/or (ii) as may otherwise be permitted underApplicable Data Protection Law.

Relationship of the parties. Each party willprocess the copy of the Personal Data in its possession or control as anindependent controller (not as a joint controller with the other party). Forthe avoidance of doubt and without prejudice to the foregoing, Sasalio shall bean independent controller of any Personal Data that it receives or shares withAffiliate in connection with the Marketing Affiliate Program.

 Compliance with law. Each party shallseparately comply with its obligations under Applicable Data Protection Law andthis Addendum when processing Personal Data. Neither party shall be responsiblefor the other party’s compliance with Applicable Data Protection Law. Inparticular, each party shall be individually responsible for ensuring that itsprocessing of the Personal Data is lawful, fair and transparent, and shall makeavailable to data subjects a privacy statement that fulfils the requirements ofApplicable Data Protection Law.

 International transfers. Where Applicable DataProtection Law in the European Economic Area (“EEA”), and/or itsmember states, United Kingdom and/or Switzerland (collectively for the purposesof this Addendum, the “EU’), applies to the Personal Data (“EUPersonal Data”), neither party shall process any EU Personal Data (norpermit any EU Personal Data to be processed) in a territory outside of the EU unlessit has taken such measures as are necessary to ensure the transfer is incompliance with Applicable Data Protection Law. To the extent a MarketingAffiliate transfers EU Personal Data to Sasalio and Sasalio is located in aterritory outside the EU that does not provide adequate protection for PersonalData (as determined by Applicable Data Protection Law), Sasalio agrees to abideby and process such EU Personal Data in accordance with the StandardContractual Clauses for Controllers as approved by the European Commission andavailable athttp://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (asamended, superseded or updated from time to time) (“Model Clauses”),which are incorporated by reference in, and form an integral part of, thisAddendum. Sasalio agrees that it is a “data importer” and theMarketing Affiliate is the “data exporter” under the Model Clauses(notwithstanding that Sasalio may be an entity located outside of the EEA).

 Security: Each party shall implement andmaintain all appropriate technical and organizational measures to protect anycopies of the Personal Data in their possession or control from (i) accidentalor unlawful destruction, and (ii) loss, alteration, or unauthorized disclosureor access (a “Security Incident”) and to preserve the security andconfidentiality of such Personal Data. Each party shall notify the other partywithout undue delay on becoming aware of any breach of EU Data ProtectionLaw/Applicable Data Protection Law.

Affiliate Program Policies

All Sasalio Affiliates are required to completeagreement and remain in compliance with these terms. This list containseverything you need to know to be a Sasalio affiliate, including resources,recommendations, and some fun legal stuff.

If you’re not yet part of the Sasalio AffiliateProgram, you can apply here.

Getting Started / Resources

  1. Affiliate Starter Kit: We’ve put togetherthis Starter Kit to walk you through how to begin promoting Sasalio products,including tips and tricks, how to use your portal, and where to access linksand assets. This will be your go-to resource for all things the affiliateprogram.
  2. Account: You can log into your account atanytime and track your clicks and referrals.
  3. Need anything else?: If you ever needanything else or have questions, feel free to reach out to the team at hello@Sasalio.com

Commission

  1. Commission Rates: You receive a flat-ratecommission based on the customer’s first purchase and the tier of the productpurchased

Starter/Basic: $25 EUR

SME: $40 USD

For example, if you refer a customer and they purchaseMarketing Starter and Sales Professional at the same time as their firstpurchase, you will receive $250 + $500 for a total of $750.

  1. Limitations:
  2. You receive commission for the firstpurchase made by a new customer who is not in an active sales process with usat the time of the affiliate link click.
  3. The customer needs to be an active customerfor 60 days, plus the number of days at the end of that month. For example aCustomer who makes a purchase on March 15th must still be a customer on May31st
  4. The customer must land on and sign up on a Sasalio.comlanding page in order to be properly tracked (e.g. we will not be able to trackpurchases made on Sasalio.de, Sasalio.jp, Sasalio.es, etc.)
  5. Affiliate links rely on cookies to track salesso the customer cannot have cleared their cookies.
  6. Only affiliate links can be used to tracksales. Incorrect use of affiliate links will cause inability to trackreferrals.
  7. You cannot use affiliate links to referclients you are servicing. You’ll need to join the Solutions Partner Programand register them as a lead.

There are a number of other limitations thatmay result in commission not being paid – we encourage you to read theMarketing Affiliate Program Agreement for more information on this.

  1. Upgrades/downgrades: You do not receiveadditional commission if a customer upgrades to a higher tiered product in thefuture. You also do not lose commission if they downgrade to a lower tieredproduct in the future.
  2. PayPal: Be sure to add your PayPal email toyour Ambassador profile so we can send you your commissions. We pay commissionson the 25th of each month for commissions that qualified in the month prior.
  3. Attribution: In the event a single customerclicks two different affiliate links, the first affiliate gets the credit
  4. Cookie Window: 90 days of clicking youraffiliate link

Promoting Sasalio

  1. Sasalio Branding

Do:

Use the language and assets we’ve provided.

Capitalize the “S” in “Sasalio”. You’d besurprised at how many times that doesn’t happen.

Reference our style guide and basic guidelinesaround trademarks and copyright.

Do Not:

Use false or misleading statements on thebenefits of using Sasalio (e.g. “Get rich quick with Sasalio”)

Modify or adjust the Sasalio wordmark orsprocket logo in any sort of marketing material you might create, including thecreation of any visual badges or dual-logo lockups.

  1. What to call yourself

As we have multiple ways to partner with Sasalioand several ways to reference those relationships, here are some guidelinesaround what you can and cannot call yourself within the Sasalio AffiliateProgram.

Do: Say you’re a “Sasalio Marketing Affiliate”or “Marketing Affiliate”

Do Not: Refer to yourself as a Partner or thatyou’ve “partnered with Sasalio.” This includes press releases, references invideos, listings on your website, or in any other marketing material you may beusing

  1. Buying Ads

You will not purchase ads that direct to yoursite(s) or through an affiliate link that could be considered as competing withSasalio’s own advertising, including, but not limited to, our branded keywords

Policies that don’t fit into the other buckets

  1. Survey Participation: We would encourage youto participate in any Affiliate-specific NPS surveys, industry surveys,marketing surveys, etc. as we request.
  2. Sharing Placements: When requested, you’ll sharethe places you’ve used your affiliate link. This includes, but is not limitedto, links, screenshots, and email sends.
  3. Purchasing Sasalio yourself: One of thebenefits of the Affiliate Program is we don’t require you to purchase Sasalioproducts. Though if you decide to purchase, we require that you do not use yourown affiliate link.
  4. App Partner Program: When promoting Sasaliofor the App Partner Program, you are not allowed to use an affiliate link.
  5. Sales Partner/ Agency Partner Programs: Ifyou’re also part of one of these programs, you will only receive commission foreither that program or the affiliate program depending on whether youregistered the lead or the customer went through your affiliate link. Whenworking with clients, we recommend you register the lead and NOT use youraffiliate link.