Allvus LLC. DBA. Sam Villa Co.
Affiliate program agreement

This Affiliate Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Allvus LLC. (dba “Sam Villa Co.”), with an address of 4045 S. Buffalo Rd. #A 101-177 Las Vegas NV 89147, United States and the Affiliate identified below (“Affiliate” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:

Services

The Affiliate Program. Affiliate agrees to provide to the Sam Villa Co. under the terms and conditions of this Agreement, services (the “Services”) in connection with the Sam Villa® Affiliate Program (the “Program”). As part of the Services, Affiliate will generate and post content (including, without limitation, text, videos and images) regarding the Sam Villa brand and Sam Villa branded products on Affiliate's Instagram, Instagram Stories, Facebook, Facebook Stories, Tik Tok, YouTube, Pinterest and blogs (the “Social Channels”) (collectively the “Content”) in an effort to generate sales. Content assets may be provided by the Sam Villa Co., and Affiliate may also post original user-generated content.

Affiliate agrees to:

Devote their time, resources, and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner. Comply with all applicable laws and regulations. Determine, in their discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved. Provide and utilize their own equipment, tools, and other resources in performing the Services, but Sam Villa Co. will provide to Affiliate certain informational materials to facilitate the creation of Affiliate created content to post on their personal Affiliate Page and/or Social Channels (such templates and other materials are collectively referred to as the “Sam Villa Co. Materials”). Affiliate will be responsible for (i) creating, editing and posting their User-Generated Content onto their social pages (ii) Provide Sam Villa Co. with their User-Generated Content that has been requested for the Sam Villa Co. to post onto their Affiliate Team Social Page as creative inspiration for other Affiliates. It is understood and agreed that any Affiliate will be independent contractors and will not be considered an agent or employee of Sam Villa Co. (or any of its affiliates or related entities), and shall have no authority to bind Sam Villa®, Allvus LLC (or its affiliates or related entities) by contract or otherwise.

Restrictions

Affiliate agrees that they will not:

Make any derogatory statements about Sam Villa, the Sam Villa® brand and/or Sam Villa® branded products. Resell or distribute any Sam Villa® branded products, including those received for free or as gifts, for commercial purposes. Promote Sam Villa® branded products, the Sam Villa brand, or the Program via any paid media channels. The Sam Villa Co. does not allow advertising with third-party coupon codes. Affiliate further agrees that they will not promote Sam Villa® branded products, the Sam Villa brand, the Program and/or the Affiliate Page via any third-party website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate. Engage in any fraudulent transactions, as reasonably determined by Sam Villa Co. including without limitation making transactions from Affiliate’s IP addresses or computers under Affiliate control. We reserve the right to suspend or cancel this agreement if Sam Villa Co. identifies suspicious activity or violation of the terms of this agreement. Failure to comply will result in cancellation and non-payment of commissions.

Compensation

In consideration for the Services, Sam Villa Co. will pay to Affiliate a percentage of the Net Revenue (as defined below) collected by Sam Villa Co. in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Sam Villa Co. from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Sam Villa® branded product(s) via the Affiliate Page that are made by a method of payment accepted by the Sam Villa Company. The Commission is also only paid to Affiliate if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Sam Villa Co. using its standard methodologies. Sam Villa Co. will pay Affiliate its Commission on the 20th day of each month. Commissions due hereunder will be made by Sam Villa Co. to Affiliate through its payment processor (“Payment Processor”), which, as of the Effective Date, is Refersion Pay. Affiliate is solely responsible for creating and maintaining a Payment Processor account and communicating such account information to Sam Villa Co. for purposes of receiving the payments set forth herein. Sam Villa Co. is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by Sam Villa Co., including without limitation any transactions originating from Affiliate's IP addresses or computers under Affiliate's control.

Confidentiality

Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether in writing, concerning Sam Villa Co.’s business technology, business relationships or financial affairs which Sam Villa Co. has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information , including plans, strategies, method, policies, resolutions, negotiations or litigation; (ii) marketing information, including strategies methods, customer identities or other information about customers, prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Sam Villa Co. from its customers or suppliers or other third parties.

Non-Disclosure and Non-Use Obligations. Affiliate will not, at any time, without Sam Villa Co. prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Sam Villa Co., or use or permit to use any Confidential Information for any purpose other than the performance of the Services for or on behalf of Sam Villa Co. Affiliate will cooperate with Sam Villa Co. and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Affiliate will deliver to Sam Villa Co. all copies of Confidential Information in Affiliate possession or control upon the earlier of a request by Sam Villa Co. or termination of this Agreement for any reason.

Information of Third Parties. Affiliate understands that the Sam Villa Co. is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Sam Villa Co. to protect or refrain from use of Confidential Information. Affiliate agrees to be bound by the terms of such agreements in the event Affiliate has access to such Confidential Information.

Intellectual property rights

Content License

Affiliate hereby grants to Allvus, dba Sam Villa Co., and its subsidiaries, affiliates, licensees, agents, representatives, successors, and assigns:

Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Affiliate in section 2 hereof.

Affiliate shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Affiliate promotional purposes, in any and all media now known or hereafter developed.

With respect to Content which portrays Affiliate face, body and voice (the “Restricted Materials”), Sam Villa Co. shall have the right to use the Restricted Materials upon prior approval from Affiliate.

Other Developments

Affiliate hereby grants to Allvus LLC dba Sam Villa Co. and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Sam Villa Co. in connection with the Program or (ii) otherwise created by Affiliate in connection with the Services, (collectively, the “Other Developments”).

Sam Villa® Materials and Trademark.

Except for Affiliate limited right to use the Sam Villa Co. Materials solely in connection with performing the Services, Sam Villa Co. retains all right title and interest in the Sam Villa Co. Materials, including all related intellectual property rights. Sam Villa Co. hereby grants to Affiliate, a limited, non-exclusive, non-transferable license to use and display the Sam Villa® brand name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services. All content using Sam Villa Co. Marks will be provided by the company for use and may not be altered in any way by the Affiliate.

Affiliate agrees that any use of the Marks

Will comply with the Sam Villa Co. quality standards and trademark guidelines, which may be provided by Sam Villa Co. to Affiliate from time to time. Will solely inure to the benefit of Sam Villa Co. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Affiliate agrees not to (A) attack the Marks or assist anyone in attacking in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.

Federal Trade Commission Requirements

Affiliate acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Affiliate provision of the Services hereunder. Affiliate represents and warrants that they have read and understand the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Sam Villa branded products, the Sam Villa brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.

Representations and Warranties

Affiliate represents and warrants that:

  • He or she is at least 18 year of age and legally allowed to live and work in the US, his or her country of residence.
  • The Services will be performed in a professional, lawful, and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Sam Villa Co. Materials.
  • The User-Generated Content created by each Affiliate possess ownership over their own original content.
  • Use of the Affiliate’s User-Generated Content by Sam Villa Co. will not infringe or involve the misappropriation of any third-party rights.
  • All clearances and licenses relating to the use of the Content have been obtained by Affiliate.
  • Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Sam Villa Co. for any Content or material incorporated therein to any third party.
  • He or she will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission “Guides”
Indemnification

Affiliate shall indemnify and hold Allvus LLC dba Sam Villa Co., its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Affiliate performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Affiliates IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person's contractual rights; and (b) any breach or alleged breach by Affiliate of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.

Term / Termination

This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days prior written notice thereof to the other party. Sam Villa Co. may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Affiliate refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights, and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).

Independent Contractor; No Agency

Affiliate is not and shall not be deemed an employee, agent, joint venture, or partner of Allvus LLC dba Sam Villa Co., and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.

Limitation of Liability

In no event shall Allvus LLC DBA Sam Villa Co., its affiliates, their respective officers, directors, Employees, agents, suppliers, or licensors (each, a “sam villa party”) be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting From lost data or business interruption) arising from or related to this agreement, the sam villa® branded Products and/or the program, whether based on warranty, contract, tort (including negligence), or any other Legal theory, even if such sam villa co. Party has been advised of the possibility of such damages. Some States do not allow exclusion of implied warranties or limitation of liability for incidental or Consequential damages, so the above limitations or exclusions may not apply. In such states, the liability Of the sam villa co. Parties shall be limited to the greatest extent permitted by law.

Governing Law, Jurisdiction and Venue

The provisions of this Agreement will be construed and enforced in accordance with, and any dispute arising out of or in connection with this Agreement, including any action in tort, will be governed by, the laws of the State of Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction and venue of the courts within Las Vegas, NV.

Notices

All notices or other communications, required or permitted to be given hereunder, shall be in writing and shall be delivered electronically, personally or mailed, certified mail, return receipt requested, postage prepaid, to the parties at their addresses as set forth above. Any notice given electronically shall be deemed received on the business day following transmission. Any notice mailed in accordance with the terms hereof shall be deemed received on the third day following the day of mailing. Either party may change the address to which such notices to such party may be given hereunder by serving proper notice of such change of address to the other party.

Equitable Relief

Affiliate and Sam Villa Co. agree that it would be impossible or inadequate to measure and calculate Sam Villa Co. damages from any breach by Affiliate of this Agreement. Accordingly, Affiliate and Sam Villa Co. agree that if Affiliate breaches this Agreement; Sam Villa Co. will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in Section 10 above, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of Sections 3, 4 and Section 8. Affiliate and Sam Villa Co. further agrees that no bond or other security shall be required in obtaining such equitable relief and Affiliate and Sam Villa Co., hereby consent to the issuances of such injunction and to the ordering of such specific performance.

Miscellaneous

If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect. Failure of Sam Villa Co. to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against Sam Villa Co. unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by Sam Villa Co. and Affiliate, this Agreement constitutes the entire agreement between Affiliate and Allvus LLC dba Sam Villa Co. with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. Neither this Agreement nor any right hereunder or interest herein may be assigned or transferred by Affiliate without the express written consent of Sam Villa Co. Sam Villa Co. may assign any or all of its rights and obligations under this Agreement without Affiliate written consent to any affiliate or to another third-party affiliate by way of merger, acquisition, consolidation, or sale or transfer of all or substantially all of Sam Villa Co. assets or capital stock. Any attempted assignment, delegation, or transfer to a third party in violation hereof shall be null and void. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and assigns.

Commission Appendix

For Qualifying Orders in a calendar month, Sam Villa Co. will pay to Affiliate commission payments in accordance with the following table, with the exception that Sam Villa Co. could have promos that could go to higher percentages as incentive, or lower commission rates based on promotional discounts at any given time. Details of such promotions to be at Sam Villa Co.’s sole discretion and communicated to Affiliate in due time:

Commission Percentage

20% of Net Revenue.

Commission rates may be lower during peak promotion periods when discounts are higher. Notification of these change will be announced 30 days in advance of the promotional period through the Refersion messaging platform.

For purposes of this Commission Appendix, each Qualifying Order shall count as one Qualifying Order, regardless of the number of Sam Villa® Branded Products that are purchased pursuant to such Qualifying Order.