Affiliates Panel

Affiliate Agreement

Effective Date: October 18th, 2019

Primary Website: href

THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement")
is provided by the following organization, hereinafter referred to as
"Company": Knife Aid Inc. Our primary website is located at the
address listed above. The Agreement is a legal document between you and the
Company that describes the affiliate relationship we are entering into. This
Agreement covers your responsibilities as an affiliate and our responsibilities
to you. Please ensure you read and understand the entirety of this document, as
well as have a lawyer's assistance if you desire, because each of the terms of
this Agreement are important to our working relationship.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: As we describe above, we'll be referred to as the
Company. Us, we, our, ours and other first-person pronouns will also refer to
the Company, as well as all employees or legal agents of the Company.

b) You, the Affiliate: You will be referred to as the
"Affiliate." You'll also be referred to throughout this Agreement
with second-person pronouns such as You, Your, or Yours.

c) Parties: Collectively, the parties to this Agreement (the Company and
You) will be referred to as "Parties" or individually as
"Party."

d) Affiliate Program: The program we've set up for our affiliates as
described in this Agreement.

e) Affiliate Application: The fully completed form which must be
provided to us for consideration of your inclusion in the Affiliate Program.

f) Website: The primary website we've noted above will be referred to as
Website.

2) ASSENT & ACCEPTANCE

By submitting an application to our Affiliate Program, you warrant that
you have read and reviewed this Agreement and that you agree to be bound by it.
If you do not agree to be bound by this Agreement, please leave the website
immediately and do not submit an application to our Affiliate Program. This
Agreement specifically incorporates by reference any Terms of Conditions,
Privacy Policies, End-User License Agreements, or other legal documents which
we may have on our website.

3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to join our Affiliate
Program or use this Website. By submitting an application to our Affiliate
Program, you represent and warrant that you are at least 18 years of age and
may legally agree to this Agreement. The Company assumes no responsibility or
liability for any misrepresentation of your age.

4) PROGRAM SIGN-UP

In order to sign up for our Affiliate Program, you will first be asked
to submit an Affiliate Application to join. The Affiliate Application may be
found at the following website:
href.

Submitting an Affiliate Application does not guarantee inclusion in the
Affiliate Program. We evaluate each and every application and are the sole and
exclusive decision-makers on Affiliate acceptance. If we choose not to allow
your inclusion in the Affiliate Program, we will attempt to notify you in a
reasonable manner. If you do not hear from us within a reasonable time frame,
please consider your application rejected. We are not obligated to provide you
any explanation for your rejection, but please be advised we may reject
applicants for any reason or manner, including but not limited to a website or
social media page which violates our Acceptable Use Policy.

If your Affiliate Application is rejected, you may not reapply. If your
Affiliate Application is accepted, each of the terms and conditions in this
Agreement applies to your participation. We may also ask for additional
information to complete your Affiliate Application or for you to undertake
additional steps to ensure eligibility in the Affiliate Program.

5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and
us. You are free to work with similar affiliate program providers in any
category. This agreement imposes no restrictions on us to work with any
individual or company we may choose.

6) AFFILIATE PROGRAM

After your acceptance in the Affiliate Program, you must ensure your
account is set up thoroughly, including specific payout information and
location (such as a bank or online account which we may use to post payment).

Please be advised the below is a general description
of the Affiliate Program. Everything contained in this subsection is subject to
the specific terms and conditions throughout the rest of this Agreement.

We will provide you with a specific link or links which correspond to
certain products we are offering for sale (collectively, the "Link").
The Link will be keyed to your identity and will send online users to the
Company's website or websites. You hereby agree to fully cooperate with us
regarding the Link and that you will explicitly comply with all of the terms of
this Agreement for the promotion of the Link at all times. We may modify the
specific link or links and will notify you if we do so. You agree to only use
links which are prior approved by us and to display the Link prominently on
your website or social media page, as described in your Affiliate Application
(collectively, the "Affiliate Site").

Each time a user clicks through the Link posted on the Affiliate Site
and completes the sale of the product or service and we determine it is a
Qualified Purchase, as described below, you will be eligible to receive the
following percentage of the sale:

15% (fifteen percent) on referred sales up to 3,000 US dollars

25% (twenty-five percent) on referred sales over 3,000 US dollars

or;

When a discount code is applied: 25% (twenty-five percent) on referred
net sales. Discount code applies once per order and once per user for a limited period of time.

7) SPECIFIC TERMS APPLICABLE

We will determine whether payout is permissible in our sole and
exclusive discretion. We reserve the right to reject clicks and/or sales that
do not comply with the terms of this Agreement.

Processing and fulfillment of orders will be our responsibility. We will
also provide real-time data regarding your account with us through the portal
on which you log into the website.

As described above, in order to be eligible for payout, user purchases
must be "Qualified Purchases." Qualified Purchases:

a) Must not be referred by any other partner or affiliate links of the
Company (in other words, Qualified Purchases are only available through your
specific Affiliate Link;

b) May not be purchased by an already-existing partner or affiliate of
the Company;

c) May not be purchased prior to the Affiliate joining the Affiliate
Program;

d) May only be purchased through a properly-tracking Affiliate Link;

e) May not be purchased by a customer in violation of any of our legal
terms or Acceptable Use Policy;

f) May not be fraudulent in any way, in the Company's sole and exclusive
discretion;

g) May not have been induced by the Affiliate offering the customer any
coupons or discounts;

8) PAYOUT INFORMATION

Payouts will only be available when the Company has your current address
information as well as accounting and tax documentation. You will be asked to
submit a W8/W9 tax form. Accounting information may include the routing and
account number of a bank where you wish to post a direct deposit or may include
an email address for an online method of payment.

Currently, the Company employs the following methods of payout:

PayPal

For any changes in your address or accounting information, you must
notify us immediately and we will endeavor to make the changes to your payout
information as soon as possible.

Payouts will be available the month or period after they accrue. For
example, if payouts are made every 15 days, an entire 15 day period must finish
for the payout of that period to be available in the following period.

We explicitly reserve the right to change payout information in our sole
and exclusive discretion. If we do so, you will be notified.

Payouts are also subject to the following restriction:

a) Payouts are only available when a threshold of the following amount
is met: $20 (twenty US dollars).

For any disputes as to payout, the Company must be notified within
thirty days of your receipt of the payout. We will review each dispute
notification as well as the underlying payout transaction to which it is
related. Disputes filed after thirty days of payout will not be addressed.

9) REPORTS

You may log into your account with us to review reports related to your
affiliation, such as payout reports and Qualified Click and/or Purchase
information. Please be advised however, that not all listed qualifying clicks
and/or purchases have been fully reviewed for accuracy in the reports viewable
by you in real-time and therefore may be subject to change prior to payout.

10) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Affiliate
Program. It can be terminated by either Party at any time with or without
cause.

You may only earn payouts as long as you are an Affiliate in good
standing during the term. If you terminate this Agreement with us, you will
qualify to receive payouts earned prior to the date of termination.

If you fail to follow the terms of this Agreement or any other legal
terms we have posted anywhere on our website or websites, you forfeit all
rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you
violate any of the terms outlined herein, including, but not limited to,
violating the intellectual property rights of the Company or a third party,
failing to comply with applicable laws or other legal obligations, and/or
publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be
expected to survive termination by their nature shall remain in full force and
effect.

11) INTELLECTUAL PROPERTY

You agree that the intellectual property owned by the Company includes
all copyrights, trademarks, trade secrets, patents, and other intellectual
property belonging to the Company ("Company IP").

Subject to the limitations listed below, we hereby grant you a non-exclusive,
non-transferable, revocable license to access our websites in conjunction with
the Affiliate Program and use the Company IP solely and exclusively in
conjunction with identifying our company and brand on the Affiliate Site to
send customers to the Affiliate links we provide. You may not modify the
Company IP in any way and you are only permitted to use the Company IP if you
are an Affiliate in good standing with us.

We may revoke this license at any time and if we find that you are using
the Company IP in any manner not contemplated by this Agreement, we reserve the
right to terminate this Agreement.

Other than as provided herein, you are not permitted to use any of the
Company IP or any confusingly similar variation of the Company IP without our
express prior written permission. This includes a restriction on using the
Company IP in any domain or website name, in any keywords or advertising, in
any metatags or code, or in any way that is likely to cause consumer confusion.

Please be advised that your unauthorized use of any Company IP shall
constitute unlawful infringement and we reserve all of our rights, including
the right to pursue an infringement suit against you in federal court. You may
be obligated to pay monetary damages or legal fees and costs.

You hereby provide us a non-exclusive license to use your name,
trademarks and servicemarks if applicable and other business intellectual
property to advertise our Affiliate Program.

12) MODIFICATION & VARIATION

The Company may, from time to time and at any time, modify this
Agreement. You agree that the Company has the right to modify this Agreement or
revise anything contained herein. You further agree that all modifications to
this Agreement are in full force and effect immediately upon posting on the
Website and that modifications or variations will replace any prior version of
this Agreement, unless prior versions are specifically referred to or
incorporated into the latest modification or variation of this Agreement. If we
update or replace the terms of this Agreement, we will let you know via
electronic means, which may include an email. If you don't agree to the update
or replacement, you can choose to terminate this Agreement as described below.

a) To the extent any part or subpart of this Agreement is held
ineffective or invalid by any court of law, you agree that the prior, effective
version of this Agreement shall be considered enforceable and valid to the
fullest extent.

b) You agree to routinely monitor this Agreement and refer to the Effective
Date posted at the top of this Agreement to note modifications or variations.
You further agree to clear your cache when doing so to avoid accessing a prior
version of this Agreement.

13) RELATIONSHIP OF THE PARTIES

Nothing contained within this Agreement shall be construed to form any
partnership, joint venture, agency, franchise, or employment relationship. You
are an independent contractor of the Company and will remain so at all times.

14) ACCEPTABLE USE

You agree not to use the Affiliate Program or our Company for any
unlawful purpose or any purpose prohibited under this clause. You agree not to
use the Affiliate Program in any way that could damage our websites, products,
services, or the general business of the Company.

a) You further agree not to use the Affiliate Program:

I) To harass, abuse, or threaten others or otherwise violate any
person's legal rights;

II) To violate any intellectual property rights of the Company or any
third party;

III) To upload or otherwise disseminate any computer viruses or other
software that may damage the property of another;

IV) To perpetrate any fraud;

V) To engage in or create any unlawful gambling, sweepstakes, or pyramid
scheme;

VI) To publish or distribute any obscene or defamatory material;

VII) To publish or distribute any material that incites violence, hate,
or discrimination towards any group;

VIII) To unlawfully gather information about others;

IX) To create paid search ads using
affiliate links or use our affiliate links on coupon websites. These violators
will be revoked from the Affiliate Program without payment.

15) AFFILIATE OBLIGATIONS & FTC COMPLIANCE

You are responsible for ensuring operation and maintenance of the
Affiliate Site, including technical operations, written claims, links, and
accuracy of materials. You must ensure, as noted above, that the Affiliate Site
does not infringe upon the intellectual property rights of any third party or
otherwise violate any legal rights.

We may monitor your account, as well as clicks and/or purchases coming
through your account. If we determine you are not in compliance with any of the
terms of this Agreement, we have the right to immediately terminate your
participation in the Affiliate Program.

We require all of our Affiliates to comply with all applicable statutes,
regulations, and guidelines set by the federal government, through the Federal
Trade Commission, as well as state and local governments as mandated. The
Federal Trade Commission requires that affiliate relationships, such as the
relationship between you and the Company, be disclosed to consumers.

We recommend that you seek independent legal counsel to advise you of
our obligations to disclose in this manner.

You are required to post a conspicuous notice on your website regarding
the Affiliate Program. The notice does not have to contain the precise words as
the example given below, but should be similar:

We engage in affiliate marketing whereby we receive funds through clicks
to our affiliate program through this website or we receive funds through the
sale of goods or services on or through this website. We may also accept
advertising and sponsorships from commercial businesses or receive other forms
of advertising compensation. This disclosure is intended to comply with the US
Federal Trade Commission Rules on marketing and advertising, as well as any
other legal requirements which may apply.

We also require you to comply with any and all applicable data privacy
and security laws and regulations, including all of those which may impact your
country of residence or your visitors. Such regulations include, but are not
limited to, any applicable laws in the United States or the General Data
Protection Regulation of the European Union. We also require that you implement
adequate organizational and technical measures to ensure an appropriate level
of security for the data that you process. Further, you hereby agree to comply
with any requests which we may make to you regarding compliance with the
General Data Protection Regulation or requests which you may receive from data
subjects.

If we find you are not in compliance with any of the requirements of
this subpart, we may terminate our relationship with you at our sole and
exclusive discretion.

16) REVERSE ENGINEERING & SECURITY

You agree not to undertake any of the following actions:

a) Reverse engineer, or attempt to reverse engineer or disassemble any
code or software from or on any of our websites or services;

b) Violate the security of any of our websites or services through any
unauthorized access, circumvention of encryption or other security tools, data
mining or interference to any host, user or network.

17) DATA LOSS

The Company does not accept responsibility for the security of your
account or content. You agree that your participation in the Affiliate Program
is at your own risk.

18) INDEMNIFICATION

You agree to defend and indemnify the Company and any of its agents (if
applicable) and hold us harmless against any and all legal claims and demands,
including reasonable attorney's fees, which may arise from or relate to your
use or misuse of the Affiliate Program, your breach of this Agreement, or your
conduct or actions. You agree that the Company shall be able to select its own
legal counsel and may participate in its own defense, if the Company wishes.

19) SPAM POLICY

You are strictly prohibited from using the Affiliate Program for illegal
spam activities, including gathering email addresses and personal information
from others or sending any mass commercial emails.

20) ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties
with respect to the Affiliate Program. This Agreement supersedes and replaces
all prior or contemporaneous agreements or understandings, written or oral.

21) SERVICE INTERRUPTIONS

The Company may need to interrupt your access to the Affiliate Program
to perform maintenance or emergency services on a scheduled or unscheduled
basis. You agree that your access may be affected by unanticipated or
unscheduled downtime, for any reason, but that the Company shall have no
liability for any damage or loss caused as a result of such downtime.

22) NO WARRANTIES

You agree that your use of the Affiliate Program is at your sole and
exclusive risk and that any services provided by us are on an "As Is"
basis. The Company hereby expressly disclaims any and all express or implied
warranties of any kind, including, but not limited to the implied warranty of
fitness for a particular purpose and the implied warranty of merchantability.
The Company makes no warranties that the Affiliate Program will meet your needs
or that it will be uninterrupted, error-free, or secure. The Company also makes
no warranties as to the reliability or accuracy of any information. You agree
that any damage that may occur to you, through your computer system, or as a
result of loss of your data from your use of the Affiliate Program is your sole
responsibility and that the Company is not liable for any such damage or loss.

23) LIMITATION ON LIABILITY

The Company is not liable for any damages that may occur to you as a
result of your participation in the Affiliate Program, to the fullest extent
permitted by law. The maximum liability of the Company arising from or relating
to this Agreement is limited to one hundred ($100) US Dollars. This section
applies to any and all claims by you, including, but not limited to, lost
profits or revenues, consequential or punitive damages, negligence, strict
liability, fraud, or torts of any kind.

24) GENERAL PROVISIONS:

A) LANGUAGE: All communications made or notices given pursuant to this
Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation
in the Affiliate Program, you agree that California shall govern any matter or
dispute relating to or arising out of this Agreement, as well as any dispute of
any kind that may arise between you and the Company, with the exception of its
conflict of law provisions. In case any litigation specifically permitted under
this Agreement is initiated, the Parties agree to submit to the personal
jurisdiction of the state and federal courts of the following county: Los
Angeles, California. The Parties agree that this choice of law, venue, and
jurisdiction provision is not permissive, but rather mandatory in nature. You
hereby waive the right to any objection of venue, including assertion of the
doctrine of forum non conveniens or similar doctrine.

C) ARBITRATION: In case of a dispute between the Parties relating to or
arising out of this Agreement, the Parties shall first attempt to resolve the
dispute personally and in good faith. If these personal resolution attempts
fail, the Parties shall then submit the dispute to binding arbitration. The
arbitration shall be conducted in the following county: Los Angeles. The
arbitration shall be conducted by a single arbitrator, and such arbitrator
shall have no authority to add Parties, vary the provisions of this Agreement,
award punitive damages, or certify a class. The arbitrator shall be bound by
applicable and governing Federal law as well as the law of California. Each
Party shall pay their own costs and fees. Claims necessitating arbitration
under this section include, but are not limited to: contract claims, tort
claims, claims based on Federal and state law, and claims based on local laws,
ordinances, statutes or regulations. Intellectual property claims by the
Company will not be subject to arbitration and may, as an exception to this
subpart, be litigated. The Parties, in agreement with this subpart of this
Agreement, waive any rights they may have to a jury trial in regard to arbitral
claims.

D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not
be assigned, sold, leased or otherwise transferred in whole or part by you.
Should this Agreement, or the rights granted hereunder, by assigned, sold,
leased or otherwise transferred by the Company, the rights and liabilities of
the Company will bind and inure to any assignees, administrators, successors,
and executors.

E) SEVERABILITY: If any part or subpart of this Agreement is held
invalid or unenforceable by a court of law or competent arbitrator, the
remaining parts and subparts will be enforced to the maximum extent possible.
In such condition, the remainder of this Agreement shall continue in full
force.

F) NO WAIVER: In the event that we fail to enforce any provision of this
Agreement, this shall not constitute a waiver of any future enforcement of that
provision or of any other provision. Waiver of any part or subpart of this
Agreement will not constitute a waiver of any other part or subpart.

G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under
this Agreement are for convenience and organization, only. Headings shall not
affect the meaning of any provisions of this Agreement.

H) FORCE MAJEURE: The Company is not liable for any failure to perform
due to causes beyond its reasonable control including, but not limited to, acts
of God, acts of civil authorities, acts of military authorities, riots,
embargoes, acts of nature and natural disasters, and other acts which may be
due to unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are
permitted to both Parties under this Agreement, including email. For any
questions or concerns, please email us at the following address:
affiliate@knifeaid.com.