Autopilot Partners Agreement

The Autopilot Affiliate Program Agreement

THIS AFFILIATE PROGRAM AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT THAT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO YOUR PARTICIPATION IN AUTOPILOTHQ, INC.’s (“AUTOPILOT”, “WE”, “US” OR “OUR”) AFFILIATE PROGRAM (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT, OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU (“YOU”, “YOUR” OR “AFFILIATE”) AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU”, “YOUR” OR “AFFILIATE” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE AFFILIATE PROGRAM. AUTOPILOT MAY MAKE CHANGES TO THE AFFILIATE PROGRAM AT ANY TIME.

NOTE: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER, THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH AUTOPILOT. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.**

“Affiliate Site” individually and collectively means your website and/or e-mail communications and/or software applications.

“Affiliate Program” means the program we manage or control by which participating entities earn commission for new Autopilot subscribers, and place links on their Affiliate Site that connect to the Autopilot website.

1. Participation

a. You must sign up for an Autopilot account before joining the Autopilot Affiliate Program. In signing up for an account, you are agreeing to be bound by Autopilot’s standard Terms of Use, including our Privacy Policy, Security Policy, and all other Autopilot policies governing the use of Autopilot’s services as may exist from time to time_. _You may then sign up to the Affiliate Program and, after we have approved your enrollment, you become a participant in the Affiliate Program. Current and former Autopilot contractors, employees, and members of Autopilot employees’ immediate family are prohibited from participation in the Affiliate Program.

b. We use PayPal to remit commissions to our affiliates. In order for us to pay you your commissions, you must have a PayPal account linked to the e-mail address you used when registering as an affiliate. PayPal is a third-party service provider, and your use of PayPal is subject to the terms and conditions of PayPal, Inc. Autopilot will not have any liability or support obligations for any issues relating to your PayPal account.

c. You are not eligible for commissions arising from Autopilot accounts linked to your own personal or business Autopilot accounts or any other Autopilot account associated with you , including referred accounts with your name, billing address, or e-mail address(es).

d. Autopilot will, in its absolute discretion, determine whether you are entitled to commissions.

E. For more information about the features of the Affiliate Program please see: www.autopilothq.com/partners.

2. Promotion

a. Once you have signed up as an affiliate, we will provide you with a unique referral link (“Partner URL”) and code (“Partner ID”). When you refer a potential new subscriber to Autopilot for a free trial. You must do so using your Partner URL. Similarly, when you refer a potential paid subscriber, you or the potential new subscriber must use your Partner ID at sign up. Unless the Partner URL or Partner ID is used, we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. To qualify for commission payments under the Affiliate Program, the new subscriber must not have been a previous subscriber to any of Autopilot’s services (“Services”), or currently be part of the Autopilot sales pipeline (such status to be determined by Autopilot in its absolute discretion).

b.You and Autopilot will cooperate in good faith to promote the Services.

3. Use of Autopilot Trademarks

a. Subject to the terms and conditions of this Agreement, Autopilot hereby grants to you during the Term (defined in Clause 7 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the Autopilot website and to use Autopilot’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.

b. The foregoing license does not include the right to, and you shall not, modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks. You agree to l comply with any trademark usage guidelines and instructions provided by Autopilot in connection with your use of the Marks.

c. Autopilot will have the right to review and monitor your use of the Marks. If there is any non-compliance with such guidelines and instructions, at Autopilot’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks.

d. You agree that you will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks. Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to Autopilot’s prior review and approval, and Affiliate will furnish to Autopilot an advance copy of each such items. All goodwill arising from Affiliate’s use of the Marks will inure solely to the benefit of Autopilot.

e. Affiliate will at all times maintain a high level of quality for the Affiliate Site.

f. Use of Marks except as set forth herein is strictly prohibited. Except as set forth herein, Autopilot reserves all right, title and interest in the Marks and all other intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights) in and to the Services.

4. Community Forums

As an affiliate, you may participate in discussions in the Autopilot Partner Community. Your participation in those forums and message boards is subject to any rules prescribed in those forums and message boards. A breach of any of those rules will be deemed a breach of this clause 4.

5. Restricted Activities

Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for Autopilot and the Services. Without limiting the generality of the foregoing, Affiliate will not:

a. use any inappropriate form of promotional, marketing, or advertising activity with its Partner URL and/or Partner ID, Affiliate Site or otherwise, which includes use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Autopilot and/or the Services;

b. engage in any unfair or deceptive trade practice involving Affiliate’s Affiliate Site or the Services;

c. participate in any promotion, advertising, marketing, or sale of any imitation of the Services;

d. include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information;

e. hold itself out to be Autopilot or impersonate any Autopilot employee;

f. use any Marks to mislead potential new subscribers into believing you are endorsed or employed by Autopilot;

g. use the string “Autopilot” for any website domain name;

h. spam or send bulk-emails including Partner URLs or Partner IDs;

i. use paid advertising, search, or social pages for promoting Partner URLs or Partner IDs;

j. use its own Partner URL or Partner ID to purchase any Services; and

k. make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with Autopilot’s standard terms and policies, or that has not been approved or otherwise authorized by Autopilot in writing.

6. Commissions

a. All Affiliates are required to complete their Paypal account details and submit any required tax information to Autopilot before commission payments will be issued.

b. Autopilot will bill subscribers directly and will be solely responsible for collecting payment.

c.We currently offer affiliates a 30% commission of each referred billing. Autopilot may, in its absolute discretion and at any time, vary the commission.

d. Autopilot will make reasonable efforts to pay commission as follows: For monthly subscriptions, commissions will be paid within 10 business days of the end of each month based on the total amount of realized revenue derived from the Affiliate’s referred paid subscribers during that month. For annual subscriptions, the commission for each year is paid within 10 business days of the end of the month in which payment of the annual fee is paid by the customer. For monthly with an annual commitment subscriptions, the commission for each year is paid within 10 business days of the end of the month in which payment of the first monthly fee is paid by the customer.

e. Autopilot may, at any time and for any reason, cancel Affiliate’s Partner URL or Partner ID and its commission payments, including if it believes that Affiliate or a referred subscriber is in breach of this Agreement, any of the rules of the Affiliate Program, any policy of Autopilot that may exist from time to time, or if Autopilot is required to refund subscription fees paid by an Affiliate referral.

f. We will provide affiliates with access to the Affiliate Program Dashboard using their log-in credentials. There, you can see a summary report for all new subscriptions directed from your Partner URL or using your Partner IDf, including information on new subscriber pricing plans and the associated commissions.

g. You will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement. h At Autopilot’s discretion, it may increase affiliate commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. Autopilot does not guarantee increases in commission to any affiliate, and Autopilot retains the right to change, modify, or cancel any commission plan at any time.

7. Term and Termination

a. The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination.

b. You are only eligible to earn commissions on new subscriptions occurring during the Term.

8. Representations and Warranties

Each of us hereby represents and warrants to the other that: a. it has full power and authority to enter into this Agreement and to perform its obligations hereunder; b. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and c.it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.

9. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

a. As between you and Autopilot, Autopilot will remain solely responsible for the operation of the Autopilot website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that (i) the other party’s respective site(s) or service(s) may be subject to temporary downtime due to causes beyond such party’s reasonable control, and (ii) it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.

b. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND Affiliate Program ARE PROVIDED “AS-IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AUTOPILOTEXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

c.UNDER NO CIRCUMSTANCES WILL AUTOPILOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF AUTOPILOT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. AUTOPILOT’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

10. Indemnification

You agree to indemnify, defend and hold harmless Autopilot and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights related to your Affiliate Site and/or activities under this Agreement.

11. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Autopilot and limits the manner in which you can seek relief from us.

a. Except for small claims disputes in which you or Autopilot seek to bring an individual action in small claims court, you and Autopilot waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in San Francisco, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason. b. YOU AND AUTOPILOT AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND AUTOPILOT AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING. c. You and Autopilot agree that this Agreement affect interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between Autopilot and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement. You and Autopilot agree that for any arbitration you initiate, you will pay the filing fee and Autopilot will pay the remaining JAMS fees and costs. For any arbitration initiated by Autopilot, Autopilot will pay all JAMS fees and costs. You and Autopilot expressly agree that the state and federal courts of San Francisco, California shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. d. Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and Autopilot no longer have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11 by sending a written letter to AutopilotHQ, Inc., Attn: Attention: Affiliate Program, [ Attention: Affiliate Program, ⁴⁄₂₈ O’Connell Street, Sydney NSW 2000], that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 11 of this Agreement.

12. General Provisions

a. You and Autopilot are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.

b. Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

c. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Illinois, without reference to its conflict of laws provisions. You and Autopilot expressly agree to exclusive jurisdiction in any competent court in Chicago, Illinois.

d. Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to Autopilot will be sent to: Autopilot, Attention: Affiliate Program, ⁴⁄₂₈ O’Connell Street, Sydney NSW 2000.

e. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

f. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

g. This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

h. If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.