Affiliate Agreement

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The parties

Apostle Technologies B.V., located at Rijksweg 38G (5386 LE) in Geffen and registered with the Chamber of Commerce under registration number 57449104, hereby validly represented by Mr. J.L. Jordaans in his capacity as CEO (hereinafter referred to as "Apostle Technologies"),

and

[Company Name and Legal Form], located at [address] [postcode] in [city] and registered with the Chamber of Commerce under registration number [number], hereby validly represented by [Mr./Ms.] [name] in [his/her] capacity as [capacity] (hereinafter referred to as "Affiliate");

Whereas:

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• Apostle Technologies has developed a software package for social media management, called Apostle Technologies employee advocacy software (hereinafter: the “Software”).
• Affiliate specializes in [description] and its customers may benefit from the Software.
• Affiliate wishes to purchase the Software and is willing to refer customers to Apostle Technologies.
• In this document (“Affiliate Agreement”) the parties wish to make further agreements about their mutual cooperation and the applicable conditions.

Have agreed as follows:

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Article 1: Nature of the Affiliate Service

1. Apostle Technologies provides a Software that third parties (“Customers”) can use for a fee and enter into agreements with Apostle Technologies for that purpose. If Customers enter into an agreement thanks to the Affiliate Service, it will be with Apostle Technologies and not with Affiliate. Apostle Technologies will indemnify Affiliate from all claims by Customers in connection with fulfillment of this Affiliate Agreement.
2. Affiliate shall perform services for Apostle Technologies which consist of soliciting identified Customers who wish to enter into an agreement with Apostle Technologies to be able to use the Software (hereinafter: the "Affiliate Service"), for which Affiliate will pay Apostle Technologies a fee.
3. In order to perform the Affiliation Service, Apostle Technologies will provide an onboardig framework with e-learning to Affiliate in the use of the Software and its features for Customers.
4. By entering into this Affiliate Agreement, the parties do not form a partnership, general partnership, public company, joint venture or similar partnership. Neither party is authorized to make any commitments for the other.
5. Affiliate may use the Software in and for the benefit of its own business as well as for the promotion of its clients. Affiliate's own use is subject to Apostle Technologies' General Terms and Conditions in full.

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Article 2: Promotion by Affiliate

1. Affiliate shall promote for the benefit of the Affiliate Service, which may be done at Affiliate's discretion within the scope of this Article. However, promotion is restricted to websites and other services under Affiliate's control.
2. Affiliate may use any materials provided by Apostle Technologies for promotion, unless Apostle has indicated specific materials to be excluded. Further, Apostle Technologies' trade name, trademark, and logo may be used in unaltered form, and Apostle Technologies may impose reasonable conditions on the manner of presentation. Apostle Technologies indemnifies Affiliate against third party copyright claims relating to these materials.

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Article 3: Fee and Payment

1. The Affiliate, at the start of the collaboration, either refers an initial customer or procures a license themselves to use the Software, so that employees of the organization become experienced users of the software. The costs for the licenses are listed on the website of Apostle Technologies and are determined monthly based on the number of users. For more information, please visit the pricing page on the website.

2. As compensation for the Affiliate service, Apostle Technologies owes Affiliate the amounts. If a lead is forwarded and the sale is made by an employee of Apostle Technologies, the compensation is a 10% kickback on the license value*. If the affiliate refers a customer and thus handles the sale entirely, the compensation is a 20% kickback on the license value*.
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   *The license value includes: the purchased license(s) of the Customer, excluding the WhatsApp license bundles, due to procurement from Meta.
3. Compensation is owed to Affiliate when a Customer can be traced back to Affiliate. New Customers can be submitted by Affiliate via the website of Apostle Technologies or directly through an employee.
4. Apostle Technologies may only reject (disapprove) compensation upon proof of fraud. If Apostle Technologies does not disapprove within 30 days, the compensation is deemed approved.Customers forwarded by the Affiliate must always purchase their own license unless otherwise agreed with Apostle. This must be in writing at all times. 
5. The employee of the Affiliate receives a €250 voucher upon purchasing a license of at least the Basic tier with an annual upfront payment.

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Article 4: Terms of Payment

1. Payment of the fees referred to in Article 3.3 shall be made annually, in the month of February for the preceding year. For any other amounts owed, Apostle Technologies will send an electronic invoice to Affiliate.
2. Affiliate will issue an invoice in PDF format to Apostle Technologies via appministrate.10065@mailtobasecone.com. Electronic invoicing will be used for this purpose.
3. The payment term for invoices is 30 days from the date specified on the invoice.
4. If the Affiliate is not domiciled in the Netherlands, Apostle Technologies is entitled to require submission of a VAT number before making payment.
   

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Article 5: Reports

1. For the purpose of determining results, Apostle Technologies will send a detailed report of the basis of fees to Affiliate, annually by email.
2. The results as reported according to the previous paragraph shall be binding, unless Affiliate can provide convincing evidence to the contrary.

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Article 6: Confidentiality

1. The parties shall treat information which they provide to each other before, during, or after the execution of the Affiliate Agreement as confidential if such information is marked confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. The Parties shall also impose this obligation on their employees as well as on third parties engaged by them in the execution of the Affiliate Agreement.
2. This obligation shall continue to exist even after termination of the Affiliate Agreement for whatever reason, and for as long as the providing party can reasonably claim that the information is confidential.
3. If a party receives an order for the release of confidential information from a competent authority, it has the right to proceed with the release. However, the providing party shall be informed of the order as soon as possible (in advance), unless this is not permitted by law. If the supplying party indicates that it wishes to take measures against the order (for example, by means of summary proceedings), the receiving party will wait until this has been decided, to the extent that this is legally possible.
4. Apostle Technologies reserves the right at all times to use the knowledge gained by the execution of the Affiliate Agreement for the benefit of other clients, provided that no confidential information of Affiliate is used in the process.

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Article 7: Non-competition

1. Subject to written permission, during the term of the Affiliate Agreement and for one year thereafter, Affiliate shall refrain from directly or indirectly developing similar products and/or services or bringing them to market that are similar to – or compete with – the Software. 
2. In the event that the provisions of this article are violated, Apostle Technologies is owed an immediately payable penalty of €5,000 for each violation, to be increased by a penalty of €1,000 for each day that the violation continues, up to a maximum of €25,000, without any prior notice of default being required, without prejudice to Apostle Technologies' right to claim additional compensation if the actual damages incurred exceed the contractual penalty owed.

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Article 8: Liability

1. Apostle Technologies' liability for damages or other claims resulting from an attributable failure to perform (including breaches of warranties or indemnities), tort or on any other grounds, shall be limited to the amount owed by the Affiliate to Apostle Technologies under the Affiliate Agreement (excluding VAT) for a period of 3 months prior to the occurrence of the damage, regardless of the number of events in that year.
2. Without prejudice to the above provisions, Apostle Technologies shall expressly not be liable for any indirect damage. In this case, indirect damage is understood to mean lost profit, lost savings, reduced goodwill, and damage due to business interruption.
3. Apostle Technologies' liability on account of an attributable failure in the performance of the Affiliate Agreement shall only arise if Apostle Technologies is immediately and properly given notice of default in writing by the Affiliate, allowing a reasonable period of time to remedy the failure and if Apostle Technologies continues to fail attributably after that period. The notice of default must contain as detailed a description of the shortcoming as possible, so that Apostle is able to respond adequately.
4. Any limitations or exclusions of Apostle Technologies' liability contained in the Affiliate Agreement will cease to apply if and insofar as the damage is the result of intent or conscious recklessness on the part of Apostle Technologies' management, or death or physical injury.

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Article 9: Duration and Termination

1. This Affiliate Agreement shall be entered into for an indefinite period of time commencing on the date of signature.
2. Either party may terminate the Affiliate Agreement in writing with due regard to a 3-month period of notice.
3. Apostle Technologies shall be entitled to suspend its obligations to Affiliate if it is suspected that Affiliate is in breach of the Affiliate Agreement in any way, without Apostle Technologies being liable to pay any compensation. No compensation shall be due if the basis arose during the period of suspension. The suspension shall only end after Affiliate has satisfactorily addressed the basis for it to the satisfaction of Apostle Technologies.
4. Apostle Technologies is entitled to terminate the Affiliate Agreement with immediate effect if, in his opinion, there has been a violation of any prohibition in Article 2. In the event of termination in this situation, Affiliate shall not be entitled to payment of any outstanding compensation. After termination of the Affiliate Agreement, Apostle Technologies shall pay the outstanding balance of fees in accordance with Article 4. If Apostle Technologies terminates the Affiliate Agreement due to fraud committed by Affiliate, Apostle Technologies shall not be obliged to pay this balance to Affiliate.

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Article 10: Amendment of the Affiliate Agreement

1. This Affiliate Agreement may only be amended with mutual written consent.
2. Planned changes must be communicated at least two months prior to their implementation. In the event of a change that is detrimental to Affiliate, Affiliate may terminate the Affiliate Agreement before the changes take effect.

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Article 11: Other Provisions

1. This Affiliate Agreement is governed by Dutch law. Any dispute arising out of or in connection with the Affiliate Agreement shall be brought before the competent Dutch court for the district in which Apostle has its registered office. 
2. In this Affiliate Agreement, the term “in writing” includes communication by e-mail, provided that the identity of the sender and the integrity of the content of the message are sufficiently clear, with the exception of termination and dissolution of the Affiliate Agreement.
3. If any provision of this Affiliate Agreement is found to be invalid, this shall not affect the validity of the entire Affiliate Agreement. In such case, the parties shall adopt (a) new provision(s) to replace it, which shall, as much as is legally possible, give effect to the intention of the original Affiliate Agreement.
4. The version of any communications received or stored by Apostle Technologies shall be authentic and conclusive evidence, subject to evidence to the contrary to be provided by Affiliate.
5. The parties may transfer their rights and obligations under this Affiliate Agreement to a third party only with the prior written consent of the other party, except in the case of transfer of the entire business or the relevant part thereof.
6. The kickback is determined quarterly. The Affiliate receives this overview and should send an invoice in pdf to appministrate.10065@mailtobasecone.com.

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