Affiliate Agreement

CARBON CREDIT WIDGET AFFILIATE AGREEMENT Between: Global Environmental Markets Limited (GEM) And The Affiliate. This Affiliate Agreement (the “Agreement”) is entered into this day, between Global Environmental Markets Limited trading as b-neutral, which is a private company limited by shares, registered with company number 095853 in Mauritius at Registrar of Companies, Port Louis, Mauritius with registered address at c/o Intercontinental Trust Limited, Level 3 Alexander House 35 Cybercity, Ebene, 71101 Mauritius, (referred to as the “Company”) and the Affiliate. WHEREAS, the Company, the owner of certain distribution rights to the Technology, technology and content as set forth in Schedule B (available on request) and related technical documentation (hereafter collectively referred to as Technology, wishes to contract for the marketing and/or support of the Technology, and the Affiliate wishes to market the Technology. Accordingly, the Company and the Affiliate agree as follows:

1. Effective Date and Term. 1.1. This agreement shall begin upon the date of acceptance by the Affiliate. Acceptance will occur when the Affiliate copies any Carbon Credit Widget (“CCW”) Script from any CCW. The Affiliate expressly affirms that manifesting assent to the terms by the required method constitutes an “acceptance” and gives rise to a contractual relationship. 1.2. Acceptance shall remain in effect until the end of the current calendar year and shall be automatically renewed for successive one (1) year periods unless otherwise terminated according to the cancellation or termination provisions contained in paragraph 15 of this Agreement. The Company and the Affiliate acknowledge that this Agreement is not a franchise or Partnership as that term is defined under any and all applicable local, state and/or federal laws in Australian, as amended.

2. Grant of Rights. General Rights. Subject to the terms and conditions of this Agreement, the Company hereby grants to the Affiliate the right to advertise and market the CCW by placing it on their website or other.

3. Duties of the Affiliate. 3.1. Best Efforts. The Affiliate agrees to use its best efforts to market the use of the Technology and sale of products via the CCW to their clients and or the public at large consistent with the terms of this Agreement. 3.2. Copyrights and Trademarks. The Affiliate shall protect copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information of the Company and its Partner (if applicable) and report promptly any infringements or suspected infringements of which the Affiliate becomes aware and to cooperate fully with the Company in its efforts to protect its copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information. 3.3. Permits, Licenses and Compliance with Laws. The Affiliate shall be responsible and shall bear all costs for complying with local, state, provincial, federal, national, and international statutes, rules, regulations and ordinances of any kind which related to or affect the Affiliate’s duties under this Agreement. 3.4. Business Practices. The Company shall not specify the business practices of the Affiliate, nor regulate the manner in which the Affiliate shall operate its business, provided that the Affiliate (a) conducts business in a manner that reflects favourably at all times on the Technology sold and the good name, goodwill and reputation of the Company and its affiliates; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to the Company and/or its Subsidiaries, the Technology or the public, including but not limited to disparagement of the Company or the Technology; (c) make no false or misleading representation with respect to the Company or the Technology; and (d) make no representations with respect to the Company or the Technology that are inconsistent with this Agreement, and any promotional materials and other literature distributed by the Company pertaining specifically to the Technology, including all liability limitations and disclaimers contained in such materials. The Affiliate agrees, without reservation, will only sell and or promote products which are approved and distributed by the program by GEM.

4. Duties of the Company. 4.1. The Company will adhere to the terms of its Privacy Policy, as amended. 4.2. So long as the Affiliate is not in default hereunder, the Company agrees to provide Technology to the Affiliate in accordance with the terms and conditions of this Agreement. 4.3. The Company shall: 4.3.1. Make available reasonable marketing information, demonstrations and other sales/marketing aids available from the Company relating to the Technology to the Affiliate; and 4.3.2. Provide access to statistics showing, total hits, total purchases, total referrals, sales volume (in USD), any additional commission and the Affiliate’s commission (in USD). 4.4. Technology Malfunction. In the event of any cause beyond the control of the Company, the Company shall not be liable for any malfunction of the Technology covered under this Agreement.

5. Commission. 5.1.The Commission for the Affiliate means the amount defined in Schedule A of this Agreement. The Company reserves the right to adjust or modify the Commission upon renewal of this Agreement or from time to time by mutual agreement of the parties. 5.2. The Affiliate must install a CCW on their website. Upon a successful purchase of a carbon credit offset through the Affiliate’s CCW, the Company will pay the Commission (subject to Schedule A) within 30 calendar days after the preceding month. 5.3. In order for the Company to pay the Affiliate their relevant commission, the Affiliate must: 5.3.1. Sign up for a PayPal Business or PayPal Premier account and provide these details to the Company; 5.3.2. The Affiliate must also send the Company the following details: their full name and address, website address where the CCW is hosted and any other relevant details requested by the Company in order to identify the Affiliate; and 5.3.3. All information can be sent to: info@b-neutral.com. 5.4. Currency. All commission due by the Company shall be remitted in USD unless otherwise manually agreed between the Parties.

6. Trademarks and Service Marks. Any tradenames, trademarks or service marks, which the Company may obtain with regard to the Technology, are the sole property of the Company and/or its subsidiaries. The Company hereby grants the Affiliate, during the term of this Agreement, the right to use the Company and/or the Company trade names, trademarks or service marks on Technology or in advertising or promotion relating directly to these products. Any use of such tradenames, trademarks or service marks must reference that these tradenames, trademarks or service marks are proprietary to the Company and/or subsidiaries.

7. Title to the Technology. The Affiliate acknowledges that the Affiliate and its Clients receive no title to the Intellectual Property and Technology contained or associated with the Technology. Title to the Technology and all copyrights in Technology shall remain with the Company and/or its subsidiaries.

8. Trade Secrets and Source Code. 8.1. The Affiliate recognises that the Technology in source form (code or listing) is the exclusive property of the Company and/or its subsidiary and is proprietary to and the trade secret of the Company and/or its Subsidiaries. The Affiliate agrees that it shall not, by itself or in association with any other party, reproduce, duplicate, copy, decompile, disassemble or reverse engineer the Technology in source form (code or listing) in any media. 8.2. The Affiliate shall further hold in confidence and shall not disclose any information, algorithms, methods, designs, specifications, and/or know-how in any way relating to the Technology in source form (code or listing) to any other person, firm or corporation whether during the term of this Agreement or after such Agreement has been terminated. 8.3. The Affiliate shall not have the right to modify the source code to make adaptations to the Technology in conjunction with the sale of the Technology and or reverse engineer or provide a copy of the Technology without the written consent of the Company.

9. Relationship of the Parties. The Affiliate shall be deemed to be an independent contractor in its relationship with the Company. The Affiliate shall not hold itself out as an employee, partner, franchisee or agent of the Company other than for the limited purposes of marketing the Technology. No debts or obligations shall be incurred by either party in the other party’s name, including execution of the Client Registration Agreements. It is further agreed that this Agreement shall not bring the Affiliate under the provisions of any local, state, provincial, federal, national, and international regulation wherein coverage thereunder is based upon the relationship of employer and employee, partnership or franchise.

10. Unauthorised Use. The Affiliate shall notify the Company promptly of any misuse of unauthorised use of the Technology, which comes to the attention of the Affiliate. The Affiliate shall cooperate, at the Company’s reasonable expense, with the Company in any action, including any legal action, which the Company may feel is necessary in order to protect the Technology.

11. Warranties by the Company. 11.1. EXCEPT AS EXCLUSIVELY SET FORTH IN THIS PARAGRAPH, THE COMPANY DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT RESTRICTED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE HEREBY DISCLAIMED. 11.2. COMPANY’S SOLE AND EXCLUSIVE LIABILITY FOR THE WARRANTY PROVIDED IN SUBPARAGRAH (A) HEREOF SHALL BE TO CORRECT THE TECHNOLOGY TO OPERATE IN SUBSTANTIAL ACCORDANCE WITH ITS THEN CURRENT SPECIFICATIONS OR REPLACE, AT ITS OPTION, THE TECHNOLOGY NOT IN COMPLIANCE WITH COMPANY’S AND COMPANY’ PUBLISHED SPECIFICATIONS REGARDING THE TECHNOLOGY; 11.3. IN NO EVENT SHALL COMPANY BE LIABLE TO “the Affiliate”, ITS CLIENTS, OR ANY THIRD PARTY FOR ANY TORT OR CONTRACT DAMAGES OR INDIRECT, SPECIAL, GENERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR ANTICIPATED PROFITS AND LOSS OF GOODWILL, ARISING IN CONNECTION WITH THE USE (OR INABILITY TO USE) OR DISTRIBUTION OF THE TECHNOLOGY FOR ANY PURPOSE WHATSOEVER. 11.4. SOME STATES AND/OR COUNTRIES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WIHICH MAY VARY FROM STATE TO STATE OR COUNTRY TO COUNTRY. 11.5. SOME STATES AND/OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Warranties by the Affiliate. The Affiliate agrees that any and all warranties made to Client shall be made only by the Affiliate. The Affiliate acknowledges and agrees that the Affiliate will make no representations to its Clients with respect to any warranty made by the Company. The Affiliate hereby agrees to indemnify and hold the Company harmless for any loss, damage, claim or action resulting from the Affiliate’s failure to comply with any of the Affiliate’s obligations under this Agreement. The Affiliate will be solely responsible for any claims, warranties or representations made by the Affiliate or the Affiliate’s representatives or agents, which differ from the warranties, provided by the Company in the applicable end user license agreement(s).

13. Termination. 13.1. This Agreement may be terminated by either party at the expiration of its term or any renewal term upon thirty (30) days written notice to the other party. The Affiliate acknowledges that this Agreement may be terminated by GEM immediately and without notice for the Affiliate’s failure to follow an operating plan, standard procedure, training manual, or substantial equivalent of this Agreement. 13.2. Either party may cancel this Agreement upon the occurrence of any of the following: 13.2.1. Material breach of any covenant, term, condition or other provisions of this Agreement, which breach is not remedied within ten (10) days after notice of such breach is received by the breaching party; 13.2.2. Bankruptcy, reorganisation, arrangement or insolvency proceedings being instituted by or against a party; 13.2.3. An assignment by a party for the benefit of its creditors; 13.2.4 Consenting to the appointment of a trustee or receiver by a party, or a trustee or receiver being appointed for a party or for a substantial part of its assets.

14. Confidential Information. 14.1. “Confidential Information” Defined. “Confidential Information” includes: (a) the Technology (b) any personally identifiable data or information regarding any end user; (c) any and all information disclosed by the Company to the Affiliate, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; (d) any notes, extracts, analyses or materials prepared by the Affiliate which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; and (e) the terms and conditions of this Agreement. 14.2. “The Affiliate’s Obligations. The Affiliate will make no use of Confidential Information for any purpose except as expressly authorised by this Agreement. Except as expressly provided in this Agreement, the Affiliate will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event with less than reasonable care. Except as expressly provided in this Agreement, the Affiliate will not use, make or have made any copies of Confidential Information, in whole or in part, without the prior written authorisation of the Company. 14.3. Privacy/Data Collection. The Affiliate will at all times during the term of this Agreement maintain appropriate technical and organisational measures to protect any end-user data that it collects, accesses or processes in connection with this Agreement against unauthorised or unlawful use, disclosure, processing or alteration. The Affiliate will act only on the Company’s instructions in relation to the collection, use, disclosure and processing of any such end-user data, but in all instances in accordance with all applicable laws, rules and regulations.

15. Amendment. No amendment, change or variance from this Agreement shall be binding upon either party unless executed in writing and signed by an authorised representative of the party to be charged.

16. Severability and Construction. Should any part of this Agreement, for any reason, be declared invalid by a court of competent jurisdiction, such determination shall be not affect the validity of any remaining portion, and such remaining portion shall remain in force and effect as if this Agreement had been executed with the invalid portion eliminated.

17. Notices. Any notice required under this Agreement shall be deemed to have been given when electronically delivered or on the date of mailing when mailed by standard Mail, postage prepaid, and addressed to the party to receive such notice at the address designated below, or such other address as the party may from time to time direct in writing.

18. Governing Law. This Agreement is accepted by the Company in Mauritius and shall be governed by and construed in accordance with the laws thereof, which laws shall prevail in the event of any conflict. For such limited purpose, the Affiliate hereby consents to the personal jurisdiction of any court of competent jurisdiction in Mauritius. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled.

19. Equitable Relief. The Affiliate acknowledges that any breach or threatened breach of this Agreement involving an unauthorised use of Confidential Information or the Company and/or its Subsidiaries intellectual property will result in irreparable harm to the Company and/or its Subsidiary for which damages would not be an adequate remedy, and therefore, in addition to its rights and remedies otherwise available at law, the Company and/or its Subsidiaries will be entitled to seek injunctive or other equitable relief, as appropriate, and the Affiliate hereby waives the right to require the Company and/or its Subsidiary to post a bond. If the Company and/or its Subsidiary seeks injunctive or other equitable relief in the event of a breach or threatened breach of this Agreement by the Affiliate involving an unauthorised use of Confidential Information or the Company and/or its Subsidiary intellectual property, the Affiliate agrees that it will not allege in any such proceeding that the Company and/or its Subsidiary remedy at law is adequate. If the Company and/or its Subsidiary seek any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will the Company and/or its Subsidiary be deemed to have made an election of remedies.

20. Entire Agreement. This Agreement contains the entire agreement between the parties, and no representations, statements or inducements, oral or written, not contained herein, shall be binding upon the parties. The Company expressly disclaims the making of, and the Affiliate acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

SCHEDULE A: CARBON CREDIT WIDGET COMMISSION

From the CCW on the Partner’s website: GEM agrees to pay the Partner 60% of the Gross Profit.
From the CCW on the Partner’s Affiliate website*: GEM agrees to pay the Partner’s Affiliate 60% of the Partners Commission. *includes CCW’s taken from the https://www.b-neutral.com/

Note 1: For avoidance of doubt, GEM will be entitled to at least USD$1.00 per tonne Credit sold.
Note 2: Base price = Cost of the Carbon Credits + USD$1.00 per tonne Credit.
Note 3: Gross profit = Sales price – the Base Price.
Note 4: Commissions payable for the Partner = Gross profit x 60%.
Note 5: Commission payable for the Affiliate = Partner’s Commission x 60%

COMMISSION PAYMENT TERMS. PayPal requirements. Must have a PayPal business account or Premier Account and these details must be shared with the Company.