MARKETING AFFILIATE PROGRAM AGREEMENT

This Marketing Affiliate Program Agreement (hereinafter referred to as “Agreement”) is made is made by and between the partner who has signed the  agreement in advance (hereinafter referred to as “Affiliate” which expression shall include, unless repugnant to the meaning or context thereof, its successors and permitted assigns);

AND LimeOrder Inc, a company, located at 675 Cochrane drive, East Tower, Suite 600, Markham,  ON, Canada, L3R 0B8 (hereinafter referred to as “LimeOrder” which expression shall include, unless repugnant to the meaning or context thereof, its successors and permitted assigns).

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”).  

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. You can find the latest updates about this agreement in our website ( https://limeorder.com/affiliate-agreement. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

1. DEFINITIONS

1. “Lime Order Affiliate” means a company owned, operated or controlled by LimeOrder.
2. “Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
3. “Affiliate Lead” means a customer prospect who is introduced by you.  
4. “Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
5. “Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
6. “Commission” means an amount described in this agreement (or if applicable, in the Program Policies) for each Customer Transaction.
7. “Customer” or “Client” means the authorized actual user of the Lime Order Products who has purchased or signed up for the Lime Order products after being an Affiliate Lead.
8. “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Portal.
9. “Customer Data” means all information that Customer submits or collects via the Lime Order Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the LimeOrder Products.
10. “Lime Order Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
11. “Lime Order Products” means both the Subscription Service and Other Products.
12. “Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
13. “Subscription Service” means our web-based software like  POS, POS-Admin, Booking, Reservation, Kiosk, Kds, PosPay, Me, Team etc that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.LimeOrder.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
14. “We”, “us”, “our”, and “LimeOrder” means LimeOrder, Inc.
15. “You” and “Affiliate” means the party, other than LimeOrder, entering into this Agreement and participating in the Affiliate Program.

1. COMMISSION

1. The Agreed commission payable to affiliate partner is based on initial customer signup to Lime Order products which is payable quarterly in each year after receiving invoice from the affiliate partner. The Affiliate shall receive:

• 25% of monthly subscription  for 0-48 customers  signed up / year 
• 30% of monthly subscription  for 49-84 customers  signed up / year 
• 35% of monthly subscription  for 85-124 customers  signed up / year 
• 45% of monthly subscription  for 125-200 customers  signed up / year 

1. REVENUE SHARING

1. Affiliate is subject to receiving 25% of set up fees that is agreed by the affiliate with the client.
2. Affiliate will get the revenue share for each of the introduced client for two years if the agreement is not terminated by either parties.
3. If the affiliate setups the hardware and the solution for the client and does the training, the share of the setup fee will increase from 25% to 50%. 
4. Affiliate will receive no share of any new products or services like the implementation, onboarding or any other new product that LimeOrder will charge the client. 

1. PAYMENT

All payments to be processed in the form of Interact E-Transfer or Direct Deposit after receiving an invoice from the affiliate partner.

1. BONUS

Each client signed to be allocated a $100 bonus, calculated and payable at the end of each monthly period after the free trial finishes. 

1. NON-EXCLUSIVITY

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

1. AFFILIATE ACCEPTANCE

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.  You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

1. CUSTOMER TRANSACTIONS 

1. Affiliate Program Limits. Each accepted Affiliate Lead will expire in  two years from the sign up date. We will pay you Commission as described in the Commission Section for each new Customer who completes an applicable Customer Transaction after sign up, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.  The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Pos Professional, and there is a subsequent purchase by that same customer for an additional user of Pos Professional for the same subscription, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of LimeOrder Products by that same Customer.
2. Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, provincial or local law or regulation in the region or the laws or regulations of your jurisdiction; (ii) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program or Sales Solutions Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs.
3. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by you and are accepted by LimeOrder. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within90 days, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  Engagement with Prospects.  Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between LimeOrder and an Affiliate Lead will be at LimeOrder’s discretion.
4. Commission and Payment. In order to receive payment under this Agreement, you must have agreed to the terms of this Agreement
5. Commission Payment. We or the Affiliate Portal will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount periodically. 

1. TRAINING AND SUPPORT

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

1. TRADEMARKS

1. 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.
2. During the term of this Agreement, in the event that we make our trademark available to you, 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) comply with our style guide and Trademark Usage Guidelines; and (iv) 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.

1. Proprietary Rights 

1. LimeOrder’s Proprietary Rights.  No license to any software is granted by this Agreement. The LimeOrder Products are protected by intellectual property laws. The LimeOrder Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the LimeOrder Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the LimeOrder Content, or the LimeOrder Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use LimeOrder Content, you must comply with our Content Usage Guidelines. LimeOrder, the Sprocket Design, the LimeOrder 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 LimeOrder Products, provide suggestions for improving them, and vote on suggestions they like. 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 LimeOrder Products, without payment to you.
2. Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the LimeOrder Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

1. CONFIDENTIALITY  

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) LimeOrder customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

1. TERM AND TERMINATION

1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
2. Termination Without Cause.  Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
4. Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
5. Effects of Expiration/Termination.  Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
6. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

1. 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 LimeOrder with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

1. 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) 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 defence 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 defence 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.

1. DISCLAIMERS; LIMITATIONS OF LIABILITY

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE LIMEORDER PRODUCTS, LIMEORDER CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE LIMEORDER PRODUCTS AND A AFFILIATE PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE LIMEORDER PRODUCTS AND THE AFFILIATEPORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

1. General

1. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. When we change this agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://limeorder.com/affiliate-agreement. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
2. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.  This Agreement shall be treated, in all respects, as an Ontario contract.
3. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
4. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
5. Relationship of the Parties. 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.
6. Compliance with Applicable Laws.  You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. You will not directly or indirectly export, re-export, or transfer the LimeOrder Products to prohibited countries or individuals or permit use of the LimeOrder Products by prohibited countries or individuals.
7. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction
8. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
9. To LimeOrder Inc: 675 Cochrane drive, east tower, suite 600.
10. To you: your address as provided in our affiliate account information for you.
    We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
11. Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the LimeOrder Products or dependent on any oral or written public comments made by us regarding future functionality or features of the LimeOrder Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
12. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
13. No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
14. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the LimeOrder Products, our trademarks, or any other property or right of ours.
15. Sales by LimeOrder. This Agreement shall in no way limit our right to sell the LimeOrder Products, directly or indirectly, to any current or prospective customers.
16. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
17. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’