Affiliate Program Agreement

SORTEXT AFFILIATE PROGRAM AGREEMENT

This Sortext Affiliate Program Agreement (“Agreement”) is entered into by and between Wordego Inc, a corporation organized under the laws of the State of Delaware, with its principal office at 222 W Merchandise Mart Plaza, Suite 1212, Chicago, IL, 60654, USA (“Company”), and the entity or individual identified below (“Affiliate”) on ****/****/**** (“Effective Date”).

Hereinafter, the Company and the Affiliate may be referred to individually as a “Party” and collectively as the “Parties”.

1. PARTIES

Company: ******

Affiliate: ******

2. DEFINITIONS

2.1. Brand Elements: Brand Elements refers to the trademarks, service marks, names, logos, marketing collateral, or similar materials provided by the Company for use under this Agreement.

2.2. Customer: The Customer is the person or entity directed by the Affiliate, installing and using the Services as an end-user, without reselling, redistributing, sharing, transferring, or using the Services to provide services to others.

2.3. Customer Data: The Customer Data refers to the Customer’s search engine advertising (Google Ads), web analytics (Google Analytics), tag management system (Google Tag Manager) data, and any other data provided by the Customer.

2.4. Force Majeure: Force Majeure encompasses extraordinary events and factors beyond the Parties’ reasonable control, including but not limited to wars, acts of terrorism, strikes, civil commotions, embargoes, natural disasters, pandemics, quarantine restrictions, internet failures, or events or factors caused by government agencies, business partners, trading partners, or service providers.

2.5. Services: The Services encompasses the full suite of the Company’s services as described in Exhibit A.

2.6. Service Agreement: The Service Agreement refers to the then-current version of the Company’s agreements regarding the provision of the Services.

2.7. Web Store: The Web Store refers to the Customer’s web store or web stores, utilizing the Services.

3. RIGHTS AND RESTRICTIONS

3.1. Rights: Subject to the provisions of this Agreement and during the Term, the Company grants the Affiliate a non-transferable, non-sublicensable, and non-exclusive right to direct potential Customers to the Company for the purpose of using the Services on their Web Store under a Service Agreement. The Affiliate may provide information about the Services and direct potential Customers to the Company but may not engage in any activities related to the direct sale, resale, redistribution, sharing, or transfer of the Services.

3.2. Restrictions: The Affiliate will not a) use the Services to develop similar or competing products or services; b) reverse engineer, decompile, disassemble, or modify the Services; c) attempt to discover the Services’ source code, object code, underlying structure, know-how, or algorithms; d) create derivative works of the Services; e) copy any element of the Services; or f) remove, obscure, or modify any proprietary or other notices in the Services. The Affiliate agrees to indemnify the Company for any damage, loss, and expense regarding the preceding violations.

3.3. Identification: During the Term, the Company grants the Affiliate the right to use the Company’s Brand Elements solely to identify itself as a Company Affiliate in connection with authorized activities. The Affiliate will clearly identify the Company as the developer or provider of the Services and will not a) register or acquire domain names containing terms similar to the Services or the Company’s domains; b) challenge or assist in challenging the Company’s trademark rights in the Brand Elements; c) attempt to register trademarks confusingly similar to the Brand Elements; or d) use the Brand Elements except as expressly permitted in this Agreement.

3.4. Non-Exclusive: The rights granted to the Affiliate are non-exclusive. Nothing in this Agreement will prohibit the Company from entering into reseller, referral, affiliate, contractor, license, services, or other agreements with any party worldwide, either during or after the Term.

4. DUTIES AND OBLIGATIONS

4.1. Execution of Services: In accordance with the then-current Service Agreement, the Company will a) regularly analyze and process Customer Data; b) set up the Services on the Customer’s Web Store, ensuring real-time operation; c) customize the Services’ types, contents, and visuals for the Customer; d) provide technical support to the Customer as needed.

4.2. Documentation and Marketing Materials: The Company will supply electronic documentation and marketing materials in English, including but not limited to product sheets, presentations, case studies, and promotional literature, as deemed appropriate. The Affiliate will use the most current version of these materials for directing potential Customers and may translate them into local languages at its expense. The Affiliate will indemnify the Company against claims related to translated materials caused by the Affiliate’s negligence or willful misconduct.

4.3. Affiliate Conduct: The Affiliate must a) represent the Company and the Services positively and professionally; b) refrain from disparaging the Services or engaging in misleading, deceptive, illegal, or unethical conduct; c) avoid making representations or commitments about the Services inconsistent with the Company’s descriptions.

4.4. Customer Direction and Approval: The Company will provide the Affiliate with a unique referral link containing their affiliate ID. The Affiliate must use this link to direct potential Customers to the Services’ installation page. The Company retains sole discretion to approve or disapprove each potential Customer’s engagement with the Services, in accordance with the Customer Eligibility Criteria outlined in Exhibit A.

4.5. Service Agreements and Warranties: The Company must ensure that each Customer enters into the relevant Service Agreement before using the Services. The Affiliate may not alter, negotiate, or remove the terms of the Service Agreement or make any warranties or representations on the Company’s behalf.

4.6. Affiliate Commission, Invoicing, and Payment: The procedures for the Affiliate’s commission, invoicing, and payment are outlined in Exhibit A.

4.7. Costs, Expenses, and Taxes: Each Party will bear and pay their respective costs, expenses, and taxes related to the execution, delivery, and performance of this Agreement.

4.8. Technical Support: The Affiliate does not have the right to provide technical support to Customers. Technical support will only be provided by the Company.

4.9. Records and Audit: The Affiliate must maintain accurate and complete records of all activities conducted under this Agreement. Upon the Company’s written request, the Affiliate will provide evidence of these records to ensure compliance with the Agreement.

4.10. Company Sources: The Company may grant the Affiliate access to internal software, systems, email networks, or Customer Data (“Company Sources”) at its discretion. Access and use of the Company Sources are limited to the Affiliate’s activities under this Agreement and subject to the Confidential Information obligations in Section 7.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Intellectual Property Rights and Ownership: Except as expressly outlined in this Agreement, neither Party grants any rights or licenses to the other. The Services, encompassing content, information, and copies, are protected by copyright and intellectual property laws. The Company retains all rights, title, and interest in the Services, underlying software, and all improvements, updates, modifications, and enhancements thereof, including all intellectual property rights, copyrights, trade secrets, trademarks, service marks, goodwill, and confidential and proprietary information. The Affiliate will not acquire any ownership rights in these assets.

5.2. Feedback: Should the Affiliate provide feedback about the Services (“Feedback”), the Company may use it without restriction. This includes any Feedback originating from a Customer and subsequently submitted to the Company by the Affiliate.

6. WARRANTIES AND INDEMNIFICATION

6.1. Warranties: Each Party represents and warrants that a) they have the legal power and authority to enter into and perform this Agreement; b) their execution and performance will not violate any other agreement to which they are a party; and c) they will comply with all applicable laws in connection with their performance under this Agreement.

6.2. Indemnification: Each Party will defend, indemnify, and hold the other Party (including its officers, directors, employees, representatives, resellers, referrals, affiliates, and agents) harmless against third-party claims, losses, liabilities, damages, costs, or expenses, arising from or related to their breach or alleged breach of this Agreement.

7. CONFIDENTIAL INFORMATION AND NON DISCLOSURE

7.1. Confidential Information: Confidential Information refers to all software, documentation, data, code, algorithms, designs, inventions, business methods, innovations, and all administrative, commercial, financial, and technical information, whether disclosed in writing, verbally, or electronically by one Party to the other Party. Confidential Information also includes Customer Data as defined under this Agreement, as well as any other proprietary or non-public business-related information shared during the course of this Agreement. Information that is publicly available, independently developed without reliance on disclosed materials, or lawfully obtained from a third party without confidentiality obligations shall not be considered Confidential Information.

7.2. Obligations of the Parties: Each Party agrees, declares, and undertakes to maintain the confidentiality of all Confidential Information received from the other Party and to use it solely for fulfilling its obligations under this Agreement. The receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing Party. The receiving Party shall take reasonable measures to protect the secrecy of the Confidential Information, ensuring that it is not used, copied, or shared beyond what is strictly necessary for the execution of this Agreement. The receiving Party shall apply at least the same level of care that it employs to protect its own confidential information of a similar nature.

7.3. Legal Disclosure Exceptions: If the receiving Party is required to disclose any Confidential Information due to a valid and binding legal obligation, court order, or regulatory requirement, it shall, if legally permissible, provide the disclosing Party with prompt written notice to allow for protective measures to be taken. In such cases, the receiving Party shall disclose only the minimum required information and shall continue to protect all other Confidential Information as far as legally possible.

7.4. Deletion of Confidential Information: Upon termination of this Agreement, each Party shall cease using the other Party’s Confidential Information and, within 30 (thirty) days, delete any retained Confidential Information, except where retention is required for legal, regulatory, or compliance purposes. Any retained Confidential Information shall remain subject to the confidentiality obligations in this Agreement.

8. TERM AND TERMINATION

8.1. Term: This Agreement is effective as of the Effective Date and continues for an initial term of 1 (one) year (“Term”). It will automatically renew for successive 1 (one) year periods unless either Party provides notice of non-renewal at least 30 (thirty) days before the current Term ends.

8.2. Termination: Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement within 15 (fifteen) days after receiving notice of such breach.

8.3. Consequences of Termination: Upon expiration or termination, the Affiliate must cease all directing activities related to the Services and discontinue the use of Brand Elements.

8.4. Survival: Following termination, the Company will pay the Affiliate any unpaid commissions above the minimum payout balance that were earned before termination, in accordance with the terms outlined in Exhibit A. No further commissions will be earned or owed after the termination date. The following sections of the Agreement will continue to remain in effect: 2. Definitions; 3.2. Restrictions; 3.3. Identification; 3.4. Non-Exclusive; 4.2. Documentation and Marketing Materials; 4.3. Affiliate Conduct; 4.7. Costs, Expenses, and Taxes; 4.9. Records and Audit; 4.10. Company Sources; 5. Intellectual Property Rights; 6. Warranties and Indemnification; 7. Confidential Information and Non-Disclosure; 8.3. Consequences of Termination; 8.4. Survival; 9. General Provisions; Exhibit A; and all other essential parts of the Agreement.

9. GENERAL PROVISIONS

9.1. Independent Contractors: The Parties are independent contractors. This Agreement does not constitute either Party as a partner of the other or create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation on behalf of the other Party.

9.2. Entire Agreement: This Agreement constitutes the entire, complete, and exclusive agreement between the Parties, superseding all prior written or oral agreements, contracts, and communications concerning the subject matter hereof.

9.3. Amendment: No modification or amendment to this Agreement, in whole or part, will be effective without the written consent of both Parties.

9.4. Assignment: Neither Party may assign, transfer, or license this Agreement to third parties without the other Party’s written consent.

9.5. Severability: If any provision of this Agreement is held to be void, invalid, illegal, or unenforceable, it will be severed from the Agreement. The remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to substitute a valid, legal, and enforceable provision for the invalid, illegal, or unenforceable provision.

9.6. Delays or Omissions: No delay or omission in exercising any right upon a breach of this Agreement by the other Party will impair such right, nor will it be construed as a waiver of the breach.

9.7. Force Majeure: Neither Party will be liable for any delay or failure in performing their rights and obligations, directly or indirectly caused by Force Majeure, for the duration of such Force Majeure.

9.8. Notifications: All notifications under this Agreement must be in writing and will be considered sufficiently made if a) personally delivered against signature; b) sent to the Parties’ registered addresses by overnight courier with tracking capability or by certified mail; or c) sent by email with return receipt.

9.9. Governing Law and Dispute Resolution: This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law provisions. Any dispute arising from this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in Dover, Delaware, United States of America. 

EXHIBIT A

This Exhibit A constitutes an integral and inseparable part of the Sortext Affiliate Program Agreement (“Agreement”). During the Term of the Agreement, the Parties may modify or amend this Exhibit A in whole or in part, with mutual written consent. Such modification or amendment will not affect the validity of any Agreement provisions, nor its Term.

10. COMPANY SERVICES

10.1. Sortext Shopify App: Sortext Shopify App is the Company’s proprietary AI-driven ecommerce conversion platform, specifically designed for Shopify-hosted ecommerce businesses. It seamlessly integrates with Customer Web Stores via Shopify APIs and analyzes Customer Data using artificial intelligence technology to present real-time, personalized deals to visitors contemplating exit without making a purchase. This strategic approach not only retains potential customers but also encourages them to finalize their purchases, thereby boosting conversion rates and overall revenue growth.

11. CUSTOMER ELIGIBILITY CRITERIA

11.1. Customer Exclusivity: The Customer must neither be an existing Customer of the Company nor be included in the Company’s reseller, referral, or affiliate partner portfolios.

11.2. Business Conduct: The Web Store must be a legal and reputable online retail store, and it must not engage in the sale of any items that are illegal, unethical, harmful, or pornographic.

11.3. Operational Requirements: The Web Store must have been operational for at least 6 (six) months. Additionally, the Web Store must receive a monthly traffic of at least 100,000 (one hundred thousand) visitors.

11.4. Language Requirements: The Web Store’s primary selling language must be one of the following languages: English, German, French, Spanish, Italian, Portuguese, Polish, or Turkish.

11.5. Currency Requirements: The Web Store’s primary selling currency must be one of the following currencies: AED, ARS, AUD, BRL, CAD, CHF, CLP, COP, EUR, GBP, INR, MXN, NZD, PEN, PKR, PLN, SGD, TRY, USD.

12. AFFILIATE COMMISSION, INVOICING, AND PAYMENT

12.1. Affiliate Commission: Upon participating in the Program, the Affiliate will earn a one-time commission of 50 (fifty) United States Dollars as a signup bonus. Additionally, based on the Company’s records, for each Customer Web Store directed by the Affiliate that installs the Services (from the Shopify App Store), is approved by the Company according to the Customer Eligibility Criteria, and remained as Customer after the free trial period, the Affiliate will earn a one-time sales commission of 100 (one hundred) United States Dollars. 

12.2. Affiliate Invoicing and Payment: The Affiliate is not required to invoice the Company. The Company will generate a payment statement at the time of payment. Payments to the Affiliate will be made in United States Dollars, either via PayPal or bank transaction, within 15 (fifteen) days following the end of each month. A minimum balance of 100 (one hundred) United States Dollars is required for payouts to be made. Any balance below this amount will be carried over to the next payment period.

AUTHORIZED SIGNATURES

Company: ******

Affiliate: ******