PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.

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

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

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

By becoming an Affiliate of Team Lawless, you agree to the following:

1. Appointment of Affiliate. Rockant, Inc (‘Company’) appoints you, (the Affiliate) as a non-exclusive independent contractor to promote and sell Company’s Services in accordance with the terms and conditions of this Agreement.
   
   Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
   
   
2. Affiliate's Duties. The Affiliate agrees to use its best efforts to promote the Services and generate sales, and to abide by all applicable laws and regulations in doing so. The Affiliate will be solely responsible for the development, operation, and maintenance of its own website and for all materials that appear on its website.
   
   
3. Company's Duties. The Company agrees to provide the Affiliate with access to marketing materials, if applicable, including text links, banner ads, and other images, that the Affiliate may use to promote the Services. The Company will also provide tracking and reporting of sales generated by the Affiliate.
   
   
4. Commission. The Company will pay the Affiliate a commission of the net sale price for each sale of the Services generated by the Affiliate. The commission percentages or amounts vary by product and are specified in the Affiliate Portal. The net sale price is defined as the gross sale price minus any discounts, taxes, or shipping charges. The Company will pay the Affiliate within 30 days of the end of each calendar month for all sales generated by the Affiliate during the preceding calendar month.
   
   
5. Termination. Either party may terminate this Agreement at any time for any reason upon written notice to the other party. Upon termination, the Affiliate will no longer be entitled to receive commissions for sales generated before or after the date of termination.
   
   
6. Intellectual Property. The Affiliate acknowledges that all intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, in the Services and marketing materials provided by the Company are the sole property of the Company. The Affiliate agrees not to use or reproduce any of these materials except as expressly authorized by the Company.
   
   
7. Trademarks. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
   
   During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use 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 to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that 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 an obscene, indecent, or unlawful topic or material.
   
   
8. Proprietary Rights. No license to any software or any of the content in our products is granted by this Agreement. The Company Products are protected by intellectual property laws. The Company Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Company Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Company Content, or the Company Products in whole or in part, by any means, except as expressly authorized in writing by us. Rockant, Team Lawless, Product logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
   
   We encourage all customers, affiliates and partners to comment on the Company Products. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the HubSpot Products, without payment to you.
   
   
9. Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Copmany Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
   
   
10. Affiliate Representations and Warranties. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Company with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.
    
    You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Company Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iii) you will not attempt to mask the referring URL information; (iv) you will not use your own Affiliate Link to purchase Company products for yourself; and (v) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.
    
    
11. Confidentiality. The Affiliate agrees to keep all confidential information received from the Company confidential and to use such information only for the purposes of promoting the Services in accordance with this Agreement.
    
    
12. Opt-Out and Unsubscribing. You will comply promptly with all opt-out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.
    
    
13. Indemnification.You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
    
    
14. Disclaimer and Warranties. We and our affiliated companies and agents make no representations or warranties about to suitability, reliability, availability, timeliness, security, or accuracy of the Company Products, Company Content, the affiliate program, or the affiliate tool for any purpose.
    
    
15. Limitation of Liability. The Company will not be liable to the Affiliate for any indirect, incidental, or consequential damages arising out of or in connection with this Agreement or the Services, even if the Company has been advised of the possibility of such damages.
    
    You agree that Company's aggregate liability will be limited to the total commission amounts you have actually earned for the latest customer transactions in the 12-month period preceding the event, giving rise to a claim.
    
    
16. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
    
    
17. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas.
    
    
18. Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements between the parties. Company objects to and rejects any additional or different terms proposed by you.