Ambassador Program Terms & Conditions

This Ambassador Program Agreement (the “Agreement”) is between Affiliate and PriceLabs, Inc. (“Company,” “us,” “we”, “PriceLabs”), and governs Affiliate’s participation in the Ambassador program

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR BY PARTICIPATING IN THE PROGRAM, AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT PARTICIPATE IN THE PROGRAM.

You will need to create an account on the PriceLabs website (“Account”). You agree to provide true, accurate, current and complete information about yourself for creating the Account on our website (such information being the “Registration Data”). Additionally, you commit to registering with complete, correct, and up-to-date information and to updating it as soon as necessary. If you provide any information that is untrue, inaccurate, incomplete, or not current, or if the Company has reasonable grounds to suspect that such Registration Data is untrue, inaccurate, not current, or not in accordance with the Terms of Service, Company has the right to indefinitely suspend or terminate your Account. All Affiliates are required to have a PriceLabs account. As a PriceLabs account holder, Affiliate is also bound by the PriceLabs Terms of Service and by the terms of our Privacy Policy, available on our website, which explains the use we are authorized to make of your personal information. By agreeing to this Agreement, Affiliate consents to our collection, use, storage, and disclosure of information associated with Affiliate’s participation in the Program in accordance with the Privacy Policy.

1. Enrollment in the Program; Modifications

1.1. Application and Approval: Affiliates must complete and submit the Ambassador Program application form. Company reserves the right to accept or reject any application at its sole discretion. If the Company does not notify you in writing of its acceptance of your application form to participate in the Ambassador Program within thirty (30) days from the date of submission of your application, your application is considered rejected. Upon approval to participate in the Program (“Applicational Approval”), Affiliate will receive a unique affiliate code and link (“Affiliate Link”) to share with the community. Any new user sign-ups through the Affiliate Link of a specific Affiliate will be considered valid for payment of the agreed consideration.

1.2 Non-Exclusivity: This Agreement is non-exclusive. This Agreement does not limit Company’s rights to market and sell to existing and prospective customers, directly and indirectly, through any number of Affiliates, representatives and agents. Affiliate is free to promote similar products and services of third parties, provided that the Affiliate shall not participate in or in any way render services or assistance to any business or organization, whether or not for compensation, or engage in any conduct which might result in, or create the appearance of

using his position for private gain or other than for the benefit of the Company, or otherwise create a conflict, or the appearance of a conflict, of interest with the Company.

1.3 Modifications to the Program and this Agreement: Company reserves the right to modify any of the terms of this Agreement or discontinue any part of the Program at any time at its sole discretion. We will provide notice of material changes to this Agreement. Modifications may include, but are not limited to, changes in the Commissions and Payments terms set forth in Section 3. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement by providing written notice to us. Your continued participation in the Ambassador Program following notice of modifications will indicate your agreement to the changes.

2. Affiliate Responsibilities

2.1. Promotion: Affiliate agrees to use its best efforts to promote and market Company’s products/services using the Affiliate Links and marketing materials provided by Company. Affiliate shall use only such marketing or advertising materials relating to the Company or the products/services, as provided to the Affiliate by the Company or approved by the Company. Affiliate shall not produce any such material, or use the Company’s name, logo, or trademarks, without the prior written consent and approval of the Company. Affiliate shall not alter, modify or update any marketing materials provided to you by the Company. Affiliate shall participate in marketing efforts and events as agreed upon with the Company from time to time, to promote the Company’s products/services to the community.

2.2 Marketing: The Affiliate further agrees to promote the services/products of the Company in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in in-person events, promotional social media and various marketing campaigns of equivalent value and for similar products or services. The marketing and promotional services provided by the Affiliate shall conform with the instructions and specifications of the Company and abide by the terms and conditions of the applicable social media platforms.

2.3 Deliverables: Company may, in its sole discretion, reject or request to modify any deliverables or social media posts uploaded or shared with any third party by the Affiliate in accordance with this Agreement. The Company may also notify the Affiliate of any defaults or supplementary revisions or amendments that are requested by the Company, and the Affiliate shall comply with the requests for such revision/amendment immediately.

2.4 Restrictions: Affiliate agrees that the promotional content created or shared independently by the Affiliate Customer is not offensive, obscene, or libelous, does not include any offensive material, does not offer or contain gambling products, counterfeit goods, tobacco, firearms, sexually explicit content, illegal products, and does not violate the right of privacy or publicity of any third party. All partnership activities and promotions are subject to approval by the Company. Company reserves the right to restrict, prohibit, or remove any activity, material, or promotion by Partner which, in its opinion and at its sole discretion, becomes objectionable for any reason. Such activities and promotions may include, but are not limited to, persons, objects, conduct, printed materials and anything which Company determines to be objectionable. In no event shall Company be liable for any expenses incurred as a result of such restriction, prohibition or removal.

2.5. Compliance with Law: Affiliate represents and warrants that it will comply, and will cause anyone acting on its behalf to comply, with all applicable laws, regulations, and guidelines, including but not limited to advertising and marketing laws, privacy and data protection laws,

intellectual property laws, export laws of the USA and any other relevant jurisdiction, and laws applicable to sending of unsolicited email. Affiliate must comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. Affiliate must comply with any trade or regulatory requirements that may apply to Affiliate’s participation in the Program (for example, by clearly stating you are part of the Program on any website(s) where you make an Affiliate Link available).

2.6 Prohibited Activities: Affiliate shall not engage in any of the following activities:

• Use of spam or unsolicited commercial email to promote Company’s products/services.
• Use of misleading or deceptive advertising practices.
• Any activity that violates third-party rights or applicable laws.
• Any activity that harms the reputation or goodwill of the Company.
• Any marketing activity to promote your Affiliate Link that directly conflicts with the Company’s marketing activities.

2.7 Content Usage: Affiliate shall use promotional materials provided or approved by the Company only. With respect to the Company’s usage of user data, Affiliate agrees to adhere to the following:

• PriceLabs does not share confidential user information with any other user.
• PriceLabs does not commingle private data with public data (except for each individual’s own data).
• PriceLabs uses publicly available data to generate price recommendations.
• PriceLabs does not force acceptance from user on pricing recommendations. User has the choice to accept or reject recommendations.

Any claims about the PriceLabs tool’s impact not already present on the website or the materials issued by Company will bethe sole liability of the Affiliate and any such information is not endorsed by Company. Company disclaims any liability for losses, claims, damages, demands, suits, causes of action, judgments, costs or expenses arising from the publication of such unauthorized materials or information.

The Company reserves the right to require the Affiliate to take down any content about PriceLabs or Company that does not comply with its guidelines. Failure to comply by the Affiliate may result in termination of this Agreement and appropriate legal action, as necessary.

2.8 Opt Out and Unsubscribing. In connection with all activities related to the Program, Affiliate will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, Affiliate will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

3. Commissions and Payments

3.1. Validity:

•  The Ambassador Program and use of the Affiliate Link apply only to the PriceLabs Dynamic Pricing tool and not the PriceLabs Market Dashboard tool or any other product. Referrals by the Affiliate for any other product of the Company will not be considered for payment of the Commission to the Affiliate, unless otherwise agreed.
• The Ambassador Program is available exclusively for new customer accounts. Former and existing PriceLabs users (as reasonably determined by the Company) are not ‘new customer accounts’ and cannot use the Affiliate Link.
• Company reserves the right to reject prospective customers for any other reason in its reasonable discretion.

3.2. Benefits for New Accounts: Eligible new customer accounts that use your Affiliate Link will receive a 30 day free trial of PriceLabs Dynamic Pricing and Portfolio Analytics tools + 1 Market Dashboard + 2 credits for Revenue Estimator Pro + $10 in PriceLabs credit. New customers shall adhere to the Terms of Service of the Company with respect to the usage of the PriceLabs Dynamic Pricing and Portfolio Analytics tools.

3.3. Commission: The Affiliate will receive a commission equal to 10% for the first 12 successful payments for the PriceLabs Dynamic Pricing tool by each new customer account referred through the Affiliate Link, starting on their activation date (“Commission”). Commission does not apply to any sign ups that used your Affiliate Link before their activation date. In order for you to receive any commission it is crucial that the customer uses your unique Affiliate Link and enters your code in the ‘Referral Code’ box during their sign-up process. Company will process your Commission, provided that the new customer has successfully made the payment to the Company. Affiliate is not eligible to receive Commission or any other compensation from Company if: (i) such compensation is disallowed or limited by applicable law; (ii) the applicable customer objects to or prohibits such compensation; (iii) the commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of this Agreement, or by any other means that Company, in its sole discretion, deems to breach the spirit of the Ambassador Program. Additionally, Affiliate shall deliver the agreed number of posts and/or other relevant content as may be mutually discussed and agreed in writing between the Affiliate and the Company for a fixed cost, under a separate Statement of Work (“SOW”). Affiliate agrees that it shall not be paid any Commission for new customer account referred through the specific project/campaign executed under the applicable SOW.

3.4. Payment Terms: Commissions earned will be paid out monthly in the form of credits that Affiliate may apply to Affiliate’s monthly PriceLabs bill, reducing the amount Affiliate would other be required to pay for Affiliate’s use of PriceLabs products. All Commissions payable by Company are subject to offset by Company against any amounts owed to Company by Affiliate.

3.5. Threshold & transfer of credits: If you have earned more PriceLabs credits than you can use, and you wish to transfer the credits to your PayPal account or bank account, you can do so at the end of any given calendar quarter, provided the amount of the credit exceeds $50. To avail of this option, please email us at support@PriceLabs.co by the 25th of the last month of the applicable quarter (Months – December, March, June, September). Payments will be processed at the beginning of the following month.

3.6. Processing Time: New customer accounts will receive a one-month free trial, and thereafter will be charged monthly in arrears. Accordingly, Affiliate shall receive the Commission post 2 months from the date of the new customer’s activation for any Commission to be earned and applied to your account.

3.7. Tracking Commissions: To track your progress, access your affiliate dashboard by logging in to your PriceLabs account. Click on your initials on the top right corner and click on BILLING> REFER & EARN.

3.8. Commissions on Refunds: Commissions will not be paid on refunded or charged-back sales. If a commission has already been paid for a refunded or charged-back sale, it will be deducted from Affiliate’s Commission in a subsequent payment cycle.

3.9. Taxes. Affiliate is responsible for payment of all taxes and fees (including any bank fees) on any commissions paid pursuant to this Agreement.

4. Term and Termination

4.1. Term: This Agreement shall commence on the Effective Date of Application Approval and continue until terminated by either party as set forth in this Agreement.

4.2. Termination: Either party may terminate this Agreement at any time, with or without cause, by providing 15 days written notice to the other party. We further reserve the right to suspend or terminate your participation in the Program immediately upon notice if (i) you have breached this Agreement or the PriceLabs Terms of Service, including any payment default, (ii) 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, or (iii) we reasonably 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.

4.3. Effect of Termination: Upon termination, (i) Affiliate will immediately cease all use of the Company Marks, cease all promotional activities related to Company’s products/services, and remove and delete all Affiliate Links and PriceLabs promotional materials from its platforms, websites and other collateral;(ii) any unpaid Commissions accrued up to the date of termination will be paid in accordance with the standard payment terms agreed hereunder. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a customer’s subscription to PriceLabs to be terminated. The provisions set forth in Sections 3.8, 3.9, 4.3, 5.2, 6, 7, 8 and 9 shall survive termination of this Agreement.

5. Intellectual Property

5.1. License: Company grants Affiliate a non-exclusive, non-transferable, non-sublicensable, revocable license to use unmodified copies of the Company’s trademark, logo, and promotional materials that Company makes available to you as part of the Program (the “Company Marks”), solely for the purpose of promoting Company’s products/services consistent with the terms of this Agreement, provided Affiliate shall (i) only use the images of the Company Marks that we make available to you, without altering them in any way; (ii) only use the Company Marks in connection with the Program and this Agreement; (iii) comply with any usage guidelines we provide from time to time; (iv) immediately comply if we request that you discontinue use, (v) not use the Company Marks in a misleading or disparaging way; (vi) not use the Company Marks in a way that implies we endorse, sponsor or approve of your services or products and (vii) not use the Company Marks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

5.2. Ownership: No license to any software is granted by this Agreement. The PriceLabs products and services, and the Company Marks, and all intellectual property rights therein, are retained by Company and its licensors, and are protected by United States and international copyright, trademark and other intellectual property laws. To the extent Affiliate provides us with any feedback, feature requests, comments, ideas, or other materials concerning the Site, Service or Services Content (“Feedback”), you agree that we will be free to use in any manner all or part of the Feedback on an unrestricted basis, and in compliance with our Privacy Policy, without the obligation to notify, identify, or compensate you or any third party.

5.3 Usage of Materials: Company shall cause the Affiliate to grant to the Company and its personnel, a limited, non-exclusive, royalty free, and license and right to feature content created by the Affiliate as part of the campaign, including the Affiliate’s name and screen name(s), on the Company controlled and owned social media platforms and within third-party digital platforms. The Company grants the Affiliate a temporary license to use the Company-created promotional materials and name as necessary to achieve the promotional purpose solely under the terms of

this Agreement. Affiliate grants an ongoing license to use the Affiliate’s name or appropriate handle in all materials including, but not limited to the Company website, on social media sites, as well as to all formats of media such as digital and print advertising. Affiliate shall retain the copyright in its original content and agrees to keep the video live on their social media for a minimum period of 12 months following publication.

6. Confidentiality

6.1. Confidential Information: Affiliate agrees to keep confidential all non-public information provided by the Company, including but not limited to all information, data, computer programmers, sources of supplies, trade secrets, technology, research, know-how, improvements, customer data, discoveries, developments, designs, inventions, techniques, marketing plans, business information, forecasts, new product information, unpublished financial statements, budgets, business plans, projections, prices, costs, customer lists, marketing information list of Company’s customers and their information including communication details, including but not limited to guides, handouts, brochures, presentations, case studies, client lists, web pages, trademarks, sign marks, trade names, copyrights, designs, patents, inventions, domain names, and creative works, which is disclosed by the Company to the Consultant(“Confidential Information”).

6.2. Non-Disclosure: Affiliate shall not disclose, use, or permit the use of any Confidential Information for any purpose other than fulfilling its obligations under this Agreement. Affiliate will remain responsible for compliance with this Agreement by its employees, contractors and agents. If Affiliate is required to disclose Confidential Information by law, Affiliate will promptly notify Company and reasonably cooperate with Company’s efforts to limit or protect the required disclosure. 6.3. User information: The Affiliate does not have the right to access any user information. You agree that we own all usage data and may use it for any business purpose. PriceLabs does not share confidential user information with any other user. A user’s confidential information is not incorporated into dynamic pricing analytics for any other user.

7. Indemnification

Affiliate will indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any and all claims, actions, proceedings, liabilities, damages, losses, and expenses (including reasonable attorney’s fees) arising out of or in connection with (a) Affiliate’s breach of this Agreement or violation of any applicable laws or regulations; (b) Affiliate’s promotional activities under this Agreement; (c) any damages to real or personal property, or personal injury to any person, directly or indirectly caused by you or your employees and representatives, in connection with the partnership. This provision will survive the termination or expiration of this Agreement.

8. Disclaimers; Limitation of Liability

8.1. Warranty Disclaimer. COMPANY AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY,

AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRICELABS PRODUCTS AND SERVICES, COMPANY MARKS, OR THE AMBASSADOR PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE PRICELABS PRODUCTS AND SERVICES, COMPANY MARKS, AND THE AMBASSADOR PROGRAM ARE PROVIDED “AS IS,” WITHOUT WARRANTY OR CONDITION OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

8.2. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR FOR LOSS OF PROFITS OR REVENUES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT.

9. Miscellaneous

9.1. Relationship of the Parties. Company and Affiliate each agree that no joint venture, partnership, employment, or agency relationship exists between them as a result of this Agreement. There are no third party beneficiaries to this Agreement.

9.2. Governing Law; Disputes: This Agreement shall be governed by and construed in accordance with the laws of Delaware, USA, without regard to the conflicts of law provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts located in Chicago, IL, USA. Except for 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.

9.3. Entire Agreement: This Agreement, including all terms referenced herein, constitutes the entire agreement between the parties and supersedes all prior proposals, agreements and understandings, whether electronic, written or oral, relating to the subject matter herein.

9.4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5. Waiver: The failure or delay of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion. 9.6. Notices. Any notice to Company must be sent via email to support@pricelabs.co and via physical post to PriceLabs Inc, 73 W Monroe St, Chicago, IL 60603, USA and will be deemed delivered as of the date of actual receipt. Company will provide notices to Affiliate by email sent to Affiliate’s e-mail address(es) on record in our account information for Affiliate.

9.7. No Assignment. Affiliate will not assign or transfer this Agreement, in whole or in part, 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 Company’s prior written consent, which may be withheld in Company’s sole discretion.

9.8 Force Majeure. Company shall not be liable for any prevention or delay in performance resulting in whole or in part, directly or indirectly, from an Act of God, terrorism, civil disturbance, court order, natural disasters, wars, riots, actions by Federal, state or local governments, or any

other circumstances or causes beyond the reasonable control of Company or its suppliers.

9.9. Data Protection. The parties acknowledge that in connection with the Ambassador Program, each party may provide or make available to the other party personal data or personal information as defined under applicable data privacy or data protection laws (“Personal Data”). To the extent that any Personal Data is processed in connection with the Program, each party shall process the Personal Data in its possession or control: (i) as an independent controller (not as a joint controller with the other party), and (ii) solely for the purposes described in this Agreement and as may otherwise be permitted under applicable data protection law. You are strictly prohibited from sharing any personal information of an individual without obtaining specific consent from such individual on any form of social media or otherwise. Company may use your personal information to:

● Provide information about our services

● Respond to any of your questions or requests or other communications you send to us

● Send updates regarding the partnership

● Prepare invoices and process payments

● Send any follow up communications after the event, including summaries, images, promotional materials and surveys

Company may also disclose your personal information as is necessary to: (a) comply with a subpoena or court order; (b) cooperate with law enforcement or other government agencies; (c) establish or exercise our legal rights; or (c) as otherwise required by law or permitted by law. The disclosure of personal data shall be voluntary and the Affiliate has a right to ask for access and modify or delete their personal data by emailing us at support@pricelabs.co.