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Affiliate Agreement

Welcome to Erosscia.  Soxiante9 Development Group Inc., (“Soixante9”) located at 6130 West Elton Avenue, Suite 800, Las Vegas, NV 89107 USA, provides your Affiliate services subject to notices, terms and conditions as set out below.  By accessing and using this Affliate portal, you agree to all the terms and conditions in this agreement.  Please read them carefully.

Soixante9 is in the business of providing adult products (“Product”, “Products”) to its customers. Specifically, Soixante9 makes a Product line branded as “Erosscia™” (“Erosscia Brand Products”), which shall be the subject of this Agreement.  Soixante9 desires to engage affiliates for assisting Soixante9 in the sale of Erosscia Brand Products to Erosscia’s customers (collectively, “Affiliate Services”).  Affiliate desires to provide such Affiliate Services as defined and limited by Soixnate9.  As such, Soxiante9 and Affiliate (also referred to herein as “Party” in the singular and “Parties” in the plural) desire to define the terms and conditions applicable to Affiliate’s performance of such Affiliate Services.  Soixnate9 and Affiliate hereby agree as follows:

1. Length of Agreement.  The Parties agree that this Agreement will last from this agreement’s Effective Date for a term of one (1) year (“Initial Term”), unless otherwise terminated by either Party as per the provisions hereunder.  The Agreement will automatically renew for one (1) year periods (each a “Renewal Term”) unless either Party provides written notice to the other of its intent to not renew prior to end of the Initial Term or current Renewal Term as applicable.

2. Enrollment. The Parties agree with regards to the enrollment of Affiliate under this Agreement as follows:

  • A. Affiliate desires to enroll as one of Soixnate9’s affiliates to provide Affiliate Services strictly for the Erosscia Brand Products on behalf of Soxiante9.
  • B. Affiliate understands and agrees that Soxiante9 may reject Affiliate’s enrollment for any or no reason and that Soixnate9 is not obligated in any fashion to provide a rejection reason to Affiliate.
  • C. Affiliate understands that Affiliate’s relationship with Soxiante9, should Soixnate9 accept Affiliate, is non-exclusive in nature and that Soxiante9 may engage other such affiliates at Soixnate9’s sole discretion.
  • D. Affiliate understands that the scope of Affiliate Services that Affiliate may provide is defined and limited strictly to the terms as specified in this Agreement.
  • E. Affiliate understands and agrees that enrollment applies strictly to Affiliate’s business only and does not include subsidiaries, unless otherwise listed as a party to this Agreement. Any other subsidiaries not considered under this Agreement must submit separate enrollment agreements. 
  • F. Affiliate understands and agrees that this Agreement has no force or effect until an Affiliate code or link is generated thus constituting Erosscia’s acceptance of Affiliate.

3. Responsibilities of Soixante9. Soxiante9 shall have the following responsibilities at all times during the term of this Agreement:

  • A. Soxiante9 will promote Affiliate on its website as an Authorized Affiliate as appropriate.
  • B. Soxiante9 will provide on-line training on the use of Products to Affiliate’s personnel at no cost.

4. Responsibilities of Affiliate. Affiliate shall satisfy the following responsibilities at all times during the term of this Agreement:

  • A. Affiliate and its personnel shall use commercially diligent efforts to provide services, in a manner consistent with the standards generally observed by a professional in the industry to which such services performed can be classified, in accordance with the terms and conditions set forth.
  • B. Affiliate and its personnel shall conduct behavior in a manner consistent with the high image, reputation and credibility of Soxiante9 and its Products and shall not knowingly engage in any activities that reflect adversely on Soxiante9 or its Products.
  • C. Affiliate shall not represent to any other Party that Affiliate has any authority to bind Soxiante9 in any fashion. While Affiliate may endorse Products, Affiliate shall not make any warranties or other representations regarding the Products.
  • D. Affiliate shall strictly follow the guidelines as provided by the Soxiante9 as to the marketing of Products and Services. Affiliate shall only use promotional materials approved by Soxiante9.
  • E. If Affiliate has an Internet presence, Affiliate may include links to Soxiante9 Product websites as authorized by Soxiante9. Affiliate shall not advertise Products on websites that promote violence, pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities.  For email-based marketing, Affiliate may only use Soxiante9 and its Product names in emails to prospective customers that have been “opted-in”; Affiliate shall not send emails containing Soxiante9 or its Product name through any form of bulk mail or Internet spam.
  • F. Affiliate shall at all times honor Soxiante9’s trade names, trademarks, and copyrights. Affiliate shall not use Soxiante9’s trade names, trademarks, and copyrights without prior written permission from Soxiante9.  Furthermore, Affiliate understands that the Soxiante9’s Products may be designed to work with the products of third parties.  Affiliate shall also honor the trade names, trademarks, and copyrights of such third parties.
  • G. Affiliate shall disclose to Soxiante9 any current business relationships that Affiliate has which would interfere with or otherwise be a conflict of interest with Affiliate’s performance of Affiliate Services under this Agreement.
  • H. Affiliate shall comply with all applicable laws in Affiliate’s country, state, province, and local jurisdiction in performance of Affiliate’s duties under this Agreement.

5. Scope and Limitations of Affiliate’s Authority. The Parties agree as follows with regards to the scope and limitations of Affiliate’s authority under this Agreement:

  • A. Affiliate shall be entitled only to provide those Affiliate Services as specified in Schedule A (“Scope of Affiliate Services”). Affiliate shall not provide any Affiliate Services not explicitly authorized by Soxiante9 in Schedule A.  After the Initial Term, Soxiante9 may change the scope of Affiliate Services as provided in Schedule A.  The Parties may also mutually decide to change Schedule A any time prior to the end of the Initial Term.  In any such instance, Soxiante9 shall issue a new Schedule A to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Schedule A.  Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Affiliate Services that Affiliate may provide.  Currently, this Agreement covers only Erosscia Brand Products.  Should Soixante9 decide to use Affiliate for selling other Products of Soxiante9, the Parties may issue a new Agreement or may update its Schedules as needed to reflect such other Products.
  • B. Affiliate shall be entitled to provide Affiliate Services according to the geographic territory, industry segment, and/or customer(s) as designated on Schedule B (“Territory/Industry/Customer Limitations”). Affiliate shall not provide Affiliate Services in any geographic territory or industry segment or to any customer, if specified, not explicitly authorized by Soxiante9 in Schedule B.  After the Initial Term, Soxiante9 shall have the right, at its sole discretion, to change the limitations as found in Schedule B.  The Parties may also mutually decide to change Schedule B any time prior to the end of the Initial Term.  In any such instance, Soxiante9 shall issue a new Schedule B to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Schedule B.  Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to a territory or industry segment, any Soxiante9 customers found in such territory or industry segment, or to any specific Soxiante9 customer.  Affiliate further acknowledges and agrees that any goodwill accruing in a specific territory or industry segment or specific customer, with respect to Soxiante9 or The Products shall be considered the property of Soxiante9 rather than Affiliate.
  • C. Affiliate shall have no authority to accept orders for Products on behalf of Soxiante9, only to solicit such orders. Affiliate shall have no authority to obligate Soxiante9 to sell Products to any party.
  • D. Affiliate shall have no authority to discuss or otherwise modify any such prices, credit terms, sales programs, promotions, discounts, or other terms or conditions of sale, to authorize any customer to return Products to Soxiante9 for credit, or to obligate or bind Soxiante9 in any other manner. Affiliate acknowledges Soxiante9 as the sole authority for the foregoing.
  • E. Affiliate at no time shall engage in any unfair trade practices with respect to Soxiante9, Erosscia or its Products, and shall make no false or misleading representations with respect to Soixante9, Erosscia or its Products. Affiliate shall refrain from communicating any information with respect to guarantees or warranties regarding its Products, except such as are expressly authorized by Soxiante9 or are set forth in Soixante9’s and/or Erosscia’s literature or other promotional materials.
  • F. Affiliate shall not subcontract or enter into any business relationships with other parties in regards to the Affiliate Services without the express written approval of Soxiante9.

6. Compensation. The Parties agree as follows with regards to any Fees paid by Affiliate to Soxiante9 as well as any Compensation Affiliate may receive under this Agreement:

  • A. Affiliate shall pay all fees due to Soxiante9 as stated in Schedule C (“Compensation”), which explains fees, depending on the type of Affiliate Services provided by Affiliate that Affiliate must pay to Soxiante9 to be considered as an Authorized Affiliate.
  • B. Affiliate shall receive no compensation under any circumstances with respect to i) any Product orders that do not use Affiliate’s Referral Code (see Schedule C); ii) any unaccepted Product orders; and iii) any Product orders received more than ninety (90) days after termination of this Agreement.
  • C. After the Initial Term, Soxiante9 shall have the right, from time to time, at its sole discretion, to modify Schedule C, in whole or in part. In any such instance, Soxiante9 shall notify Affiliate within thirty (30) days of such change and the new Schedule C shall, as of the effective date stated thereon, supersede the prior Schedule C. 

7. Intellectual Property. Affiliate understands that all intellectual property rights in any Product remains solely with Soxiante9.  Furthermore, Affiliate agrees that any ideas or modifications to any Product (collectively, “Inventions”) that Affiliate may present to Soxiante9 are considered to be a “work for hire” and shall be therefore exclusively vested in Soxiante9 and/or automatically assigned to Soxiante9.  During the Initial Term of this Agreement plus any Renewal Terms and for a period of three (3) years after the Termination of this Agreement, Affiliate shall not file any patents, trademarks, or copyrights, whether based on Inventions or any Soxiante9 Product.  Affiliate agrees to promptly execute any documents necessary for Soxiante9, at the sole cost and expense of Soxiante9, to perfect Soxiante9’s rights in such Inventions. The terms of this Section shall survive the termination and/or expiration of this Agreement.

8. Indemnification.  Each Party will indemnify, defend, and hold harmless the other Party from and against any claims involving damage to person or tangible personal or real property caused by the indemnifying Party’s breach of this Agreement, negligence, or willful misconduct, provided the indemnified Party promptly notifies the indemnifying Party in writing of any such claim and, provided further, that the indemnifying Party shall have the right to control such defense and negotiations for its settlement and compromise. In no event shall the indemnified Party have the right to settle any such claim, lawsuit or proceeding without the indemnifying Party’s prior written consent. The indemnified Party may participate in such proceedings at its own cost and expense.

9. Taxes. Affiliate shall be responsible for payment of all employment and income taxes relating to Affiliate’s services under this Agreement.  Soxiante9 shall be responsible for collecting and submitting sales tax for the sales of any Product by Affiliate.  Should Soxiante9 have to make any such payment of employment and income taxes on behalf of Affiliate, for reasons attributable of Affiliate, Affiliate shall repay such amounts to Soxiante9 including any interest and penalties assessed to Soxiante9.

10. Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of Soxiante9, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfill the purposes of this Agreement) or any third party, any Confidential Information of Soxiante9.  As used herein, “Confidential Information” shall mean any information relating to business or affairs of Soxiante9, including but not limited to, the any Product or services offered by Soxiante9, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by Soxiante9 in connection with its business.  Confidential Information also includes sensitive information of Soxiante9 customers and their customers, including, but not limited to, names, addresses, phone numbers, social security numbers, account numbers, financial information, and health information.  Notwithstanding the foregoing, Confidential Information shall mean that which is so marked or indicated at the time of its disclosure or that can reasonably be construed to be confidential. The foregoing confidentiality obligations will not apply to Confidential Information that (a) is already known to Affiliate prior to disclosure by Soxiante9; (b) is or becomes a matter of public knowledge through no fault of Affiliate; (c) is rightfully received from a third party by Affiliate without a duty of confidentiality; (d) is independently developed by Affiliate; (e) is disclosed by Soxiante9 to a third party without a duty of confidentiality on the third party; (f) is disclosed under operation of law; or (g) is disclosed by Affiliate with the prior written approval of Soxiante9.  Affiliate shall insure that Confidential Information is disclosed only to those of its employees and formal subcontractors (for whom Affiliate shall be fully responsible) whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature and obligations of Affiliate with respect to the Confidential Information and who are subject to a general written agreement committing such employees and formal subcontractors to conduct that would not violate Affiliate’s obligations listed in this Section with respect to such Confidential Information if such conduct was committed by Affiliate.  Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement.

  • A. Exception. The duty to maintain confidentiality shall exist beyond the terms of this Agreement and the conditions contained in provision 10 with respect to and (a) intellectual property; (b) business operations, material or information that is proprietary in nature and necessary with the operation of Soixante9; (c) client lists, client information; or (d) information that if not maintained as confidential would negatively impact business operations or revenues of Soixante9.  Such information is to be maintained as confidential without a limitation on time beyond the termination of this Agreement or any period of time contained in any provision herein. 

11. Termination. Notwithstanding anything to the contrary in this Agreement or any Schedules, either Party may terminate this Agreement and related Schedules without any obligation for any Affiliate Services that have not been rendered by Affiliate as of the date of notice of termination, upon thirty (30) days’ notice via e-mail, facsimile or hand delivery.  Upon such notice of termination, Affiliate shall immediately cease providing Affiliate Services, shall cease representing itself as an Authorized Affiliate of Soxiante9, and shall return any Confidential Information in Affiliate’s possession to Soxiante9 (collectively, “Termination Obligations”) and certify to Soxiante9, in writing, that it has performed its Termination Obligations.  Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement.

12. No Other Relationship or Interest. The Parties agree that Affiliate will at all times be considered an independent contractor, and that this Agreement does not create any other relationship or legal interest between the Parties, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.

13. Disputes and Governing Law. The laws of the State of Nevada in the United States without regard to any conflict of law principles govern this Agreement. 

14. Arbitration. In the event that the Parties cannot amicably resolve a dispute or damage claim resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration.  All such disputes or damage claims shall be submitted to binding arbitration in Clark County, Nevada, United States before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association.  The decision of the arbitrator shall be final and binding and shall be enforceable in any court of competent jurisdiction.  The arbitrator may grant equitable remedies consistent with the provisions of this Agreement, but shall not have the authority to impose an award of punitive, exemplary or multiplied damages.  Neither party can resort to arbitration proceedings unless (a) there has been no resolution of the dispute within thirty (30) days of initiation of discussions; or (b) interim relief from a court is necessary to prevent serious or irreparable injury to one party or to others, or (c) an arbitration must be initiated sooner to avoid the running of the applicable statute of limitations.  The Parties agree that the arbitrator’s findings are final and that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

15. Limitations on Assignment.  Affiliate may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Soxiante9.  Soxiante9 may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns.

16. General.  No alteration or modification of this Agreement or any Schedules shall be valid unless made in writing and signed by an authorized Affiliate of each Party. The waiver by either Party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorized Affiliate of the Parties hereto.  If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.  Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either Party to the other in writing.  Neither Party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control; performance time shall be considered extended for a period of time equivalent to the time lost because of any such delay. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and rightful assignees. This Agreement, including all Schedule(s), constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written, of the Parties. 

Authorized Affiliate Services

Affiliate is authorized to provide Affiliate Services only within the following areas of activity:

  1. Erosscia Brand Products Sales. Affiliate is authorized to promote, market, and solicit sales of any Erosscia Brand Products to any new customer (“Customer”) of Soxiante9.   Affiliate Services are further limited by Schedule B.

Affiliate is authorized to provide Affiliate Services only within the following limitations (“Limitations”):

1.   Country List. Unless otherwise notated herein, Affiliate is strictly authorized to provide Affiliate Services to any Customer that has offices located within Approved Countries as noted below.  If a Customer has offices in countries both inside and outside the Approved Countries, Affiliate shall strictly limit Affiliate Services to the Approved Countries. 

Approved Countries:

Europe:   Austria, Bulgaria, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Italy, Latvia, Lithuania, Netherlands, Norway, Poland, Portugal, Romania, Russia, Slovenia, Spain, Sweden, Switzerland, Ukraine, United Kingdom

North America:  Canada, Mexico, United States

Central and South America:  Argentina, Brazil, Chile, Colombia, Costa Rica, Cuba, Dominican Republic, Ecuador, El Salvador, French Guiana, Guadeloupe, Guatemala, Haiti, Honduras, Martinique, Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Barthelemy

AUSTRALIAAustralia and New Zealand 

ASIA:  China, Hong Kong, India, IsraelJapan, Philippines, Republic of Korea, Singapore, Taiwan, Thailand

Individual Limitations as noted above are considered equally controlling with regard to the scope of Affiliate Services.  If Affiliate provides Authorized Affiliate Services outside the Limitations, Affiliate understands that Soxiante9, in its sole discretion, may do any or all of the following:

  • Withhold payment of any Commissions due.
  • Require Affiliate to pay additional fees to Soxiante9, as solely determined by Soxiante9 based upon the egregiousness of the conduct by Affiliate and the value of any corresponding contract obtained by Affiliate outside its Limitations.
  • Restrict Affiliate’s Limitations further.
  • Terminate the Agreement.

COMPENSATION

Commission

Soxiante9 shall pay Affiliate a commission (“Commission”), determined as follows:

  • From 1 to 100 Unit Sales of Products: Affiliate will receive a Commission of twenty percent (20%) of Customer orders, as calculated on the purchase price of such Customer orders less sales taxes and any discounts provided to such Customers.
  • Over 101 Unit Sales of Products: Affiliate will receive a Commission of twenty-two percent (22%) of Customer orders, as calculated on the purchase price of such Customer orders less sales taxes and any discounts provided to such Customers.
  • In addition, from time to time Soixante9 reserves the right to engage in certain incentive activities for which details will provided with each incentive. These incentives are at Soixnate9’s sole discretion and do not constitute an ongoing commission structure. 

 

Affiliate Referral Link (“ARL”)

Soxiante9 shall pay Affiliate only for those orders from Customers that utilize the Affiliate specific ARL provided to each Affiliate.  Affiliate shall only be compensated, per the terms of this Agreement, to the extent that sales are traceable through the specific and unique ARL.  

Returns

Should an Affiliate Customer return a Product, Soxiante9 will not charge back Affiliate for Commissions on such returned Products, limited to no more than two (2) such returns per calendar year.  For any returns above this, Soxiante9 will issue a charge-back on the Commission paid to Affiliate at the current Commission rate (“Commission Charge-back”).  Soxiante9 shall offset such Commission Charge-backs against any future Commissions due to Affiliate, until such time as all Commission Charge-backs are satisfied.

Payment Terms:

Soxiante9 shall accumulate any Commissions due to Affiliate on a calendar monthly basis.  Soxiante9 shall pay such accumulated Commissions by the 25th of the following month.  Payment shall be made by company check unless the Parties agree to some other payment method.  Affiliate is responsible for any processing fees related to the agreed-upon payment method.

Affiliate acknowledges by accessing and using this Soixante9 Affliate portal, you agree to all the terms and conditions in this agreement.  ..