HYTTO PTE. LTD. Affiliate Program Agreement

Effective: October 21, 2020

NOTICE: On October 20, 2020, we revised the AFFILIATE PROGRAM AGREEMENT to change the Owner from HYTTO LTD. to HYTTO PTE. LTD. Please read the updated terms below.
This AFFILIATE PROGRAM AGREEMENT is entered into by and between:
HYTTO PTE. LTD., a company incorporated under the Laws of Singapore and addressed at 160 Robinson Road, #17-08, Singapore, with registration No. 201926411M (the "Owner").
AND:
You (the "Recipient"), a legal entity or an individual seeking to promote LOVENSE products in exchange for commission.
By signing up as an affiliate, this Affiliate Program Agreement (the "Agreement") is effective immediately. In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
RECITALS
  1. The Recipient represents and warrants to the Owner that the Recipient has read and understands the Privacy Policies, which can be viewed via a link on the Owner's Website (as defined below) and agrees to the terms set forth therein. The Recipient has consulted with an attorney regarding the terms of the Privacy Policies and the terms of this Agreement, or had an opportunity to do so prior to signing this Agreement.
  2. For purposes of this Agreement, the term "the Recipient" refers to the individual or legal entity who applies for and is accepted into the Affiliate Program. The term "the Owner" refers to the sponsor of the Affiliate Program. The term "the Owner's Website" refers to the website that the Owner maintains at www.lovense.com. The term "the Recipient's Website" refers to the website on which the Recipient agrees to place a link to the Owner's Website. "Merchandise" means all products, merchandise and stock that is offered by the Owner for sale through the Owner's Website.
1.AFFILIATE PROGRAM REGISTRATION
To apply for the Affiliate Program, the Recipient must complete and submit the form at https://www.lovense.com/user/affiliate/join. The Owner reserves the right to reject the Recipient's application for any or no reason.
2.TERMINATION AFTER ACCEPTANCE
After the Owner has accepted the Recipient as an Affiliate Program member, the Owner reserves the right to rescind or terminate the Recipient affiliate status for any or no reason in its sole discretion, including but not limited to the reasons below:
3.FINANCIAL RESPONSIBILIITES
The Recipient will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Recipient's Website, costs of search engine placement and other Internet marketing, costs of inserting the Owner's links into the Recipient's Website, offline marketing costs, postage costs, and all other costs and expenses, and the Recipient hereby holds the Owner harmless from or against the same.
4.NO REPRESENTATIONS REGARDING INCOME POTENTIAL
The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
5.RESPONSIBILITY OF OWNER
6.CUSTOMER SERVICE
7.COMPENSATION
8.CUSTOMERS' PROVENANCE
All parties who make purchases through the Owner's Website, regardless of whether they may have reached the site through the link from the Recipient's Website, are deemed to be the Owner's customers and not the Recipient's customers relative to the Owner's products and services. The Owner maintains the right to contact these customers and send future marketing offers to them. The Recipient will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Recipient's Website. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Recipient has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner's Website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner's business and sale of products at any time in its sole discretion.
9.TRADEMARKS AND COPYRIGHTS
10.PRODUCT AVAILABILITY
The Owner cannot guarantee product availability or the term of any price or special promotion or offer.
11.RESPONSIBILITIES
The Recipient is responsible for all matters pertaining to the Recipient own website including its development, maintenance, operation and placing links on the Recipient's site in compliance with the terms of the Affiliate Program. The Recipient is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Recipient's Website or the content thereof and the Recipient holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient's Website and business. Such indemnity includes the Owner's costs and attorney fees in defending any such matter. The Recipient represents and warrants to the Owner that the Recipient's Website does not and will not contain any materials that are illegal and that the Recipient's Website is not operated for an illegal purpose or in an illegal manner.
12.REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient's entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
13.TERM
The effectiveness of this Agreement shall commence once the Recipient completes the Affiliate Program Application on the Owner's Website. This Agreement shall remain in full force and effect until terminated by the Recipient or by the Owner. Either the Owner or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Recipient at the Email address indicated in the Recipient's Affiliate Program Application. Any and all notices to the Recipient via Email at such address shall be deemed to be effective notice to the Recipient for all purposes.
14.TERMINATION
The Recipient will forfeit all right to receive past commissions that may have accrued to the Recipient if this Agreement is terminated as a result of the Recipient failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Recipient will have a right to receive its accrued commissions through the effective date of termination. The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Recipient is accurate and not subject to later adjustment for returns or any other reason. If following final payment, the Owner determines that the amount of commissions that the Recipient were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Recipient to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Recipient.
15.MODIFICATIONS
The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Recipient. Notice of any changes may be given via Email to the Recipient or by posting such changes in the Affiliate Program sections of the Owner's Website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner's Website. The Recipient may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Recipient and such termination shall be the Recipient sole and exclusive remedy. In the event that the Recipient continues to participate in the Affiliate Program following such modifications, the Recipient will be deemed by the Recipient continued participation to accept any and all such changes.
16.LIABILITIES
17.CONFIDENTIALITY
In the event that any information is disclosed to the Recipient due to the Recipient's participation in the Affiliate Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Recipient may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to the Owner's business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
18.INDEMNIFICATION
The Recipient hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Recipient participation in the Affiliate Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Recipient use, operation or the content of the Recipient's Website.
19.GOVERNING LAW
This Agreement shall be interpreted under the laws of Singapore. Any and all legal actions relative hereto shall be in the courts of Singapore.
20.RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the Owner.
21. NOTICES
Notices to the Owner shall be sent to [email protected] Notices to the Recipient shall be by Email addressed to the Email address that the Recipient provided to the Owner in the Recipient's Affiliate Program Application or by posting such notices on the Affiliate section of the Owner's Website. It shall be the Recipient responsibility to check the Affiliate section of the Owner website periodically to monitor all notices set forth thereon.
22.ASSIGNMENT
This Agreement is only for the benefit of the party that the Recipient listed in the Affiliate Program Application. The Recipient shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
23.Waiver of Class Action and Jury Trial
In any legal proceeding relating to this Agreement, you agree to waive any right you may have to participate in any class, group, or representative proceeding and to waive any right you may have to a trial by jury.
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein
If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
24.ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.