Otherly Partnership Agreement

 

Recitals

WHEREAS Otherly wishes to secure revenue generating users for its social media platform at www.Other.ly;

AND WHEREAS Otherly wishes to pay Partner Fee to the Partner for the revenues Otherly generates from the sale of greeting cards to the members that the Partner introduced to Otherly;

IN CONSIDERATION OF the mutual covenants of the parties in this agreement (“the Agreement”), the parties agree as follows:

where

a.       Otherly has a social media platform and also sells greeting cards to its members;

b.      the Partner played a Material Role (as defined below) in introducing the member to Otherly;

c.       Otherly issued a Partner ID link (as described below) to the Partner; and

then

d.      The Partner shall be paid 20% pf revenues from the sale of greeting cards sold (the “Partner Fee”) to a maximum of the amount shared with the Partner in the same email that contains the Partner ID.  

“Material Role” is defined as follows:

e.      Otherly’s members becomes a member by having had first clicked on the Partner ID that was given to the member by the Partner.

PLEASE BE ADVISED THAT IT SHALL BE CONCLUSIVELY PRESUMED THAT PARTNER HAS AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT IF PARTNER USES THE PARTNER LINK THAT WILL BE FORWARDED TO THE PARTNER.  

 

Partner Program

1.1       Once Partner accepts this Agreement, Otherly will send an email to the Partner containing a unique Partner ID, in form of a URL(“Partner ID”). The Effective Date of this Agreement is the date on which Otherly sends the Partner ID to Partner and this Agreement shall then continue in effect until terminated as provided herein (“Term”).

1.2       In order for the Partner to receive payment for an Introduction, the Introduction customer must have first clicked on Partner’s Partner ID. Otherly will make reasonable effort to provide sufficient audit trail to the Partner for the purpose of calculating the Partner Fee owed to the Partner. Otherly will make this data transparent to the Partner, so long as such data protects the privacy of Otherly’s members.

1.3       Otherly will pay Partner a fee of 20%, up a maximum of the amount shared with the Partner in the same email that contains the Partner ID, for the revenues Otherly generates from the sale of greeting cards to the members who first clicked on Partner’s Partner Link and became an active member of Otherly, (“Partner Fee”).

1.4       Payments of Partner Fee to Partner will be tallied and processed on quarterly basis, and paid within 30 days of the end of quarter. Partner will receive payment of the Partner Fee in the form of electronic payment or a check.

1.5       If there are more than one person within a Partner group, at the time of payment, the Partner Fees will be divided equally amongst all Partner group admins, unless Otherly is directed otherwise in writing by all Partner group admins.

 1.6      Partner acknowledges and agrees that Partner’s level of earnings under this Agreement is a direct result of Partner’s own efforts and that Otherly does not guarantee that Partner will earn any payments under this Agreement.  Otherly will make reasonable effort to support the Partner in the Partner’s marketing effort in order to inspire or motivate Partner’s followers to join Otherly.

 

Restrictions

2.1       Partner agrees and acknowledges that no payment of any kind, other than the Partner Fee as provided in this Agreement, is due from Otherly to Partner as a result of Partner making Introductions under this Agreement.

2.2       Nothing in this Agreement shall operate to create an employment relationship of any kind between Partner and Otherly. If any court or agency construes this Agreement to have created an employment relationship as between Partner and Otherly, then this Agreement shall have no force and effect, and shall be null and void, beginning on the date on which such employment relationship is deemed to have taken effect. Partner represents and warrants that Partner is not currently an employee or a contractor of Otherly, and has not been an employee or a contractor of Otherly or has an arm’s length relationship with an employee or a contractor of Otherly, during the Term, and that if Partner becomes an employee or contractor or the Partner will have an arm’s length relationship with an employee or a contractor of Otherly after the Effective Date, this Agreement shall immediately terminate without the need for any notice upon the date such employment begins, unless otherwise stated by Otherly shareholders which takes presidency in such an event.

 

2.3       Partner represents and warrants that Partner is not an agent of Otherly and has no authority to make any representations to any third party on behalf of Otherly, nor any right or authority to bind Otherly to any action or agreement whatsoever. Partner represents, warrants and covenants that Otherly shall not make any misrepresentations, including by omission, regarding Otherly or the services and products that Otherly provides, in any manner whatsoever.

 

Termination
This Agreement may be terminated by either party upon 5 days written notice to the other party, but does not impact the Partner Fees owed by Otherly to the Partner for previous work completed.  In addition, this Agreement will terminate immediately and automatically (i) upon any default by Partner under this Agreement; or (ii) as set forth in Section 2.2 above.

 

Non-Solicitation and Non-Competition 
Partner acknowledges the character of Otherly’s business and the substantial amount of time, money, and effort that Otherly has spent and will spend in building relationships with members of Otherly and recruiting competent employees and service providers. Partner agrees that, during the Term and for a period of one year thereafter, Partner will not (i) solicit, hire or engage, or actively assist any other person or entity which competes with Otherly in soliciting, hiring or engaging, any consultant, manager, executive, or any other person who is on the Effective Date or at any time during the Term employed or engaged by Otherly as an employee or service provider; and (ii) compete with Otherly, directly or indirectly, including as a consultant or an advisor, during the Term.

 

Assignment
This Agreement is personal to Partner and any assignment made by Partner of any rights or obligations hereunder shall be null and void. Otherly shall have the unrestricted right to assign this Agreement, or any rights and obligations hereunder, without consent or notice to Partner.

 

Indemnification
Partner shall at all times during the Term and thereafter, indemnify and hold harmless Otherly and its directors, officers, employees, agents, and affiliates, against all claims, proceedings, demands, costs, damages, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of, connected with, resulting from, or sustained as a result of Partner’s breach of this Agreement.

 

Limitation of Liability
IN NO EVENT SHALL OTHERLY BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER OTHERLY SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. OTHERLY’S LIABILITY TO AFFILIATE FOR DAMAGES FOR ANY CAUSE WHATSOEVER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION, SHALL BE LIMITED TO THE AMOUNT WHICH OTHERLY HAS PAID TO AFFILIATE IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED.

  

No Third Party Beneficiaries
Partner and Otherly agreed and intend that there are no third party beneficiaries to this Agreement, unless otherwise stated by Otherly shareholders which takes presidency in such an event.

 

Amendment and Waiver
The terms and conditions governing Otherly’s Partner Program may be changed from time to time at Otherly’s sole and absolute discretion. Otherly shall provide Partner with notice of any change of the terms and conditions of this Agreement and Partner shall then have the right to terminate the then modified Agreement immediately upon written notice to Otherly. No amendment or modification of this Agreement shall become effective unless embodied in writing and signed by Otherly. The waiver by either party of the breach of any provision of this Agreement must be in writing to be effective, and any such waiver shall not operate or be construed as a waiver of any other provision or other subsequent breach.

 

Notices
All notices, requests, and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally, by certified mail, or by email to Partner at the address, email address and fax number provided by Partner to Otherly. Any party from time to time may change its address, or other information for notices to that party by giving notice specifying such change to the other party hereto.

 

Entire Agreement
This Agreement supersedes all prior and contemporaneous discussions and agreements between the parties with respect to the subject matter hereof, and contains the sole and entire agreement between the parties hereto with respect to the subject matter hereof. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

 

Headings
The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

 

Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada applicable to a contract executed and performed in such Province, without giving effect to the conflicts of laws principles thereof. Any litigation or other dispute resolution between Partner and Otherly relating to this Agreement shall take place in Vancouver, British Columbia, Canada, and Partner hereby consents to the personal jurisdiction of, and venue in, the province and federal courts within that District with respect to this Agreement.