AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND AKYRON INDUSTRIES. (DBA Synapse)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION. 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 THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" 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 SUBMIT THE ONLINE APPLICATION OR OTHERWISE ACCEPT THIS AGREEMENT.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Synapse's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your channels (collectively, your “site”) and the Synapse website. Please note that throughout this Agreement, "we," "us," and "our" refer to Synapse, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at https://drinksynapse.refersion.com. We may reject your application at our sole discretion. We may decline to accept your application or terminate this Agreement if we determine that your site is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials 

2.1.2. Promotes violence 

2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

2.1.4. Promotes illegal activities 

2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law 

2.1.6. Includes "Synapse" or variations or misspellings thereof in its domain name 

2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion. 

2.1.8. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Synapse or any other Synapse-affiliated business.

2.2. Upon acceptance of your affiliate application, Synapse will provide you with a unique affiliate tracking URL (your “Link”). In order for Synapse to accurately track the sales you generate, you must use your Synapse-provided Link to promote Synapse. As a member of Synapse's Affiliate Program, you will have access to Synapse’s logos, talking points and other marketing materials (collectively, “Synapse Materials”). 

2.3. Synapse reserves the right, at any time, to review your placement and approve the use of your Link and Synapse Materials and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site and content will be your responsibility. We may monitor your content as we feel necessary to make sure that it is up-to-date and complies with the terms of this Agreement and our trademark usage policies.  

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Paid Affiliate Users and Commission Payments

3.1. For each user who signs up for a Synapse account using your Link (an “Affiliate User”) and converts to a paid, annual Synapse subscription based on your promotion of Synapse (a “Paid Affiliate User”), Synapse will pay a commission to you, as follows:

3.1.1 The commission amount, which may be modified from time to time by Synapse, will be published on the Synapse Affiliate Program website (https://drinksynapse.refersion.com/).  Synapse will provide notice of any change to the commission amount, which change shall be applied to any Affiliate User who converts to a Paid Affiliate User subsequent to such notification.

3.1.2 A user conversion will be attributed to you only if the user signs up for a Synapse account using your Link.

3.1.3 On a monthly basis no later than the 15th day of each calendar month, Synapse will provide you a list of Paid Affiliate Users attributed to your Link during the prior calendar month.

3.1.4 Synapse will pay commissions for each of your Paid Affiliate Users no later than the last day of the calendar month following the Affiliate User’s conversion to a Paid Affiliate User. All commissions will be paid by Paypal. 

3.1.5 Synapse reserves the right to recover any commission paid to you in the event that (i) Synapse becomes aware that the payment by the Paid Affiliate User was made through fraudulent or suspected fraudulent use of a payment method or (ii) if Synapse extends a refund to the Paid Affiliate User within 90 days of the conversion date. In either case Synapse may offset the amount of such commission against any future commission owed to you. If no future commissions are earned by you within thirty (30) days after the occurrence of one of the foregoing refund events, then Synapse will invoice you for the amount of the commission to be refunded to Synapse, which invoice must be paid by you within thirty (30) days thereafter.

3.2 We have the right to monitor your site and content at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site or content that we feel should be made, or to make sure that your links to our website are appropriate. If you do not make the changes that we feel are necessary, we reserve the right to terminate your participation in the Synapse Affiliate Program.

3.3. Synapse reserves the right to terminate this Agreement and your participation in the Synapse Affiliate Program immediately and without notice to you should you commit fraud in your use of the Synapse Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Synapse shall not be liable to you for any further payments.

3.4. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may terminate this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of email sent to you at the applicable e-mail address set forth in your Affiliate application, as may be updated by you by providing written notice to us. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Any notices sent to us hereunder must be sent by email to: [email protected] by certified mail or nationally-recognized overnight courier and addressed to: Thalonet, Inc., d/b/a Synapse, 75 Fifth Street NW, Atlanta, Georgia 30308.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment terms or procedures and Synapse's Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this Agreement in accordance with Section 4 above. Your continued participation in Synapse's Affiliate Program following such notice will indicate your agreement to the changes.

6. Promotion Restrictions

6.1. You are free to promote your own channel or content, but any promotion that mentions Synapse that could reasonably be perceived as a joint effort between you and Synapse or in any way suggests that you are an agent or representative of Synapse is strictly prohibited. Certain other forms of advertising are always prohibited by Synapse. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to your customers or subscribers to promote Synapse provided that recipients have the option to remove themselves from future mailings and you promptly remove them upon request. Also, you may post to newsgroups to promote Synapse so long as the news group specifically permits commercial messages. At all times, you must clearly represent yourself and your website(s) as independent from Synapse. If it comes to our attention that you are spamming or conducting any other advertising or solicitation prohibited by this Agreement or applicable law, we will consider that cause for immediate termination of this Agreement and your participation in the Synapse Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

6.2. Affiliates that (among other keywords or exclusively) bid in their Pay-Per-Click campaigns on keywords such as Synapse, www.Synapse.net and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords will be banned from Synapse’s Affiliate Program. We will use reasonable efforts to contact the affiliate prior to the ban. However, we reserve the right to expel any violator from our affiliate program without prior notice, and on the first occurrence of such behavior.

7. Grant of Licenses

7.1. We grant to you a non-exclusive, non-transferable, revocable right (i) to access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Synapse's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Synapse and in accordance with the usage guidelines provided by Synapse from time to time, and the goodwill associated therewith will inure to the sole benefit of Synapse. Except for the limited rights expressly granted to you herein, Synapse reserves all right, title, and interest in and to the Licensed Materials and all intellectual property and proprietary rights therein. 

7.2. You agree not to use our Licensed Materials or any other proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Synapse in a negative light. We reserve all right, title and interest in and to the Licensed Materials, including all intellectual property and proprietary therein. Other than the limited license expressly granted to you in this Agreement, we  retain all right, title, and interest to our proprietary and intellectual property rights and no right, title, or interest is transferred to you hereunder.

8. Disclaimer

SYNAPSE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SYNAPSE SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN. ANY IMPLIED WARRANTIES, INCLUDING MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. Representations and Warranties

You represent and warrant that:

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

9.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

10. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL Synapse'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

11. Indemnification

You hereby agree to indemnify and hold harmless Synapse, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i)  on your infringement or misappropriation of any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation or breach of a covenant or agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Confidentiality

All confidential or proprietary information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such confidential or proprietary information of the other party without express written permission of the disclosing party.

13. Miscellaneous

13.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Synapse. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.

13.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all the business or assets of a third party.

13.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia without regard to the conflicts of laws and principles thereof.

13.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

13.5. This Agreement represents the entire agreement between us and you regarding the subject matter hereof, and shall supersede all prior agreements and communications of the parties, oral or written, regarding the subject matter hereof.

13.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

13.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.