Affiliate Agreement

This is a contract between you (the “Affiliate”) and us (“XVSN Illuminate”).
This Affiliate Agreement (“Agreement”) is entered into as of the ___ day of _________, 2024 (“Effective Date”), by and between________________________ (“Affiliate”), whose address is ____________________, and XVSN Illuminate (Kenya) (“Company”), whose address is ____________________, collectively referred to as the “Parties”.

It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The affiliate program agreement applies to your participation in our affiliate program (the “affiliate program”). These terms are so important that we cannot have you participate in our affiliate program unless you agree to them.

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. If we update or replace the terms the affiliate team/assigned local technical strategic partner will let you know via electronic means, which may include email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“XVSN Illuminate Affiliate” means an individual, selling and advertising the XVSN product online for a commission from XVSN Illuminate.
“Affiliate” is described as a designated external individual/company selling somebody else’s product for a commission.
“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means a form of compensation given to affiliates for referring customers to a business.
“Customer” means the authorized actual user of the XVSN Illuminate Products who has purchased or signed up for the XVSN Illuminate products after being an Affiliate Lead.
“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
“Customer Data” means all information that Customer submits or collects via the XVSN Illuminate platform and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the XVSN Illuminate platform.
“XVSN Illuminate IP” means all information, data, text, messages, software, video, photographs, graphics, images, and tags that we incorporate into our services.
“XVSN Illuminate platform” means both the computer vision-based software subscribed to companies to transform CCTV footage into intelligent insights
“Other Products” means those products and services that we offer, which include any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
“Subscription Service” means our web-based sales software that is subscribed to, developed, operated, and maintained by us, accessible via https://www.x-vsn.com or another designated URL, and add-on products to our software.
“We”, “us”, “our”, and “XVSN Illuminate” means XVSN Illuminate, Ltd.
“You” and “Affiliate” means the party, other than XVSN Illuminate, entering into this Agreement and participating in the Affiliate Program.

1. Purpose

The purpose of this Agreement is to establish the terms and conditions under which the Affiliate will promote and refer clients to the Company, Illuminate.

1.1 Affiliate Acceptance
Once you complete an application to become an Affiliate, the local technical strategic partner 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 of your application, your application is considered 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. Further, you will need to complete any enrollment criteria set which will be shared by the local technical strategic partner, if applicable.

Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the affiliate program does not mean that you will be accepted into the XVSN team or are an official team member. However, our affiliates program will provide a pathway to joining the XVSN Sales team.

2. Commission & Payment Terms

To receive payment, the Affiliate must have a signed contract on file with the Company. There is no limit to the number of referrals an Affiliate can make. The Affiliate may recruit other affiliates. The Affiliate will be responsible for paying any recruited affiliates from their commission.

To receive payment under this Agreement, you must have:

agreed to the terms of this Agreement (generally completed through the Affiliate CRM);
completed all steps necessary to create your affiliate file;
have a valid and up-to-date payment method with such an account;
completed any and all required tax documentation in order for the technical strategic partner to process any payments that may be owed to you;

2.2 Commission Payment.

The commission will be calculated based on the subscription plan chosen by the affiliate-referred client:

– Basic Plan: $45 USD for up to 5 cameras
– Standard Plan: $35 USD for up to 10 cameras
– Enterprise Plan: $30 USD per camera

The local technical partner will determine the currency in which we pay the Commission (based on region), as well as the applicable conversion rate. The affiliate will receive a commission of up to 7% for each client referred to the company by the affiliate who signs an agreement with the company and subscribes to a monthly subscription plan. The minimal target that can qualify for a 7% commission is a monthly subscription fee totalling 2,000.00 USD monthly. Commission earning will be based on the first payment made by the client, thus if a client chooses to pay for the year at once, the affiliate will qualify for commission for those earnings, which would be a minimal average of 1,680.00 USD. However, the commission for an Enterprise plan will be for the first 3 months of the total annual plan.

Commissions will be paid after 30 days of the client’s completion of the transaction. Payments will be made directly to the affiliate’s registered account on file and cannot be made to a third party.

2.3 Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the commission transaction. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

2.4 Requirements for Payment; Forfeiture.

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements for payment remain outstanding for six (6) months immediately following the close of a customer transaction, then your right to receive commission arising from any and all customer transactions with the associated customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you the commission associated with a forfeited transaction. Once you comply with all of them then you will be eligible to receive commission on customer transactions, as long as these customer transactions do not involve the same customer associated with a forfeited transaction.

3. Training and Support

Training and support resources in the form of materials and learning content will be made available at no extra cost, through the designated local strategic partner, Riley Falcon, for Kenya.
Through our local technical strategic partner in person workshops, webinars and training with certification will be made available. We encourage participation and engagement in the training and support as it can help boost sales targets for the affiliate. To receive the certification, charges may be applicable.

4. Relationship

4.1 The Affiliate is an independent contractor and not an employee of the Company. Nothing in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties, nor is this an agency agreement.

5. Trademarks

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 if the affiliated person will be represented by a company.

During the term of this Agreement, if 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:

only use the images of our trademark that we make available to you, without altering them in any way;
only use our trademarks in connection with the Affiliate Program and this Agreement;
comply with our Trademark Usage Guidelines; and
immediately comply if we request that you discontinue use.

You must not:

use our trademark misleadingly or disparagingly;
use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or
use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

5.1 Proprietary Rights

The Affiliate shall not use the Company’s trademarks, service marks, or any other intellectual property without prior written consent from the Company.

No license to any software is granted by this agreement. The XVSN Illuminate products are protected by intellectual property laws. The XVSN illuminate products belong to and are the property of us. We retain all ownership rights in the XVSN illuminate products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the XVSN illuminate content, or the XVSN illuminate products in whole or in part, by any means, except as expressly authorized in writing by us. XVSN illuminate 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, or distributed as part of affiliate promotional material.

We encourage all affiliates and partners to comment on the XVSN Illuminate social media, provide suggestions for improving them, and endorse 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 XVSN Illuminate Products, without payment to you.

6. Termination

6.1 Either party may terminate this Agreement at any time with or without cause by providing written notice to the other party. Upon termination, the Affiliate will cease all promotional activities related to the Company and return or destroy any promotional materials provided by the Company.

7. Confidentiality

7.1 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) XVSN Illuminate 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 before its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

The Receiving Party shall:

protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its confidential information but in no event less than reasonable care,
not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,
not disclose Confidential Information of the Disclosing Party to any third party, and
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.

8. Governing Law

8.1 . Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya without regard to the conflict of laws 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 in Nairobi, Kenya.

8.2 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. XVSN Illuminate falls under a holding company in the United States of America, therefore Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the XVSN Illuminate platform.

You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the XVSN Illuminate Products to prohibited countries or individuals or permit the use of the XVSN Illuminate Products by prohibited countries or individuals.

9. 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 XVSN Illuminate platform or dependent on any oral or written public comments made by us regarding future functionality or features of the XVSN Illuminate 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.

10. Amendments

10.1 Amendment: No Waiver

We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://X-VSN.com/affiliate-program-agreement.

We encourage you to review this Agreement periodically or request the latest version on email. 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.

11. Indemnification

11.1 The Affiliate agrees to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to the Affiliate’s promotion of the Company’s services, breach of this Agreement, or violation of any law or the rights of any third party.

12. Data Processing and Protection.

The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms outlined in the XVSN Illuminate Business Partner Data Processing Agreement (will be posted at: https://X-VSN.com/business-partner-dpa), which are
hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control:

in accordance with the XVSN Illuminate Business Partner DPA
as an independent controller (not as a joint controller with the other party)
for the purposes described in this Agreement; and/or
as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, XVSN Illuminate shall be an independent controller of any Personal Data that it receives or shares with Affiliate.

13. 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.

14. Limitation of Liability

14.1 The Company shall not be liable for any indirect, incidental, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, even if the Company has been advised of the possibility of such damages.

15. Dispute Resolution

15.1 In the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute through good faith negotiations.

15.2 If the dispute cannot be resolved through negotiations, the Parties agree to submit the dispute to mediation before resorting to arbitration or litigation.

16. 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.

17. Term and Termination

17.1 Termination

This Agreement will apply for as long as you participate in the Affiliate Program until terminated.

Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
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.
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.
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 the expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate resources that we make available to you for your participation in the Affiliate Program. 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. 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.

17.2 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 XVSN illuminate products, XVSN illuminate content, the affiliate program or the XVSN platform for any purpose. To the extent permitted by law, the XVSN illuminate is provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind concerning the XVSN illuminate products 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 earned for the related customer transactions in the twelve months preceding the event giving rise to a claim.
Cookie duration. Cookies used as part of the affiliate tool have a set duration. If a potential customer clears their cookies during this period, XVSN Illuminate shall not be liable for any commissions that may have been owed to you.

18.0 General

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.
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.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
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. To XVSN Illuminate, Ltd: Masaba rd., Nairobi, Kenya Attention: General Counsel 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.
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.
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 XVSN Illuminate Products, our trademarks, or any other property or right of ours.
Sales by XVSN Illuminate. This Agreement shall in no way limit our right to sell the XVSN Illuminate Products, directly or indirectly, to any current or prospective customers.
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.
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’.
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 a merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

IN WITNESS WHEREOF, the Parties hereto have executed this Affiliate Agreement as of the Effective Date.

_________________________
Affiliate

_________________________
Authorized Signatory
XVSN Illuminate Ltd (Kenya)

_________________________
Authorized Signatory

Date: ____________________
Riley Falcon Limited (Kenya)

_________________________
Authorized Signatory

Date: ____________________