AGREEMENT FOR AFFILIATE MARKETING SERVICES

Parties

Coam Ltd, a company incorporated in England and Wales (registration number 14316601) having its registered office at Flat 9 14 Collendale Road, London, England, E17 6TB (the "Provider"); and

VISION LINENS LIMITED, a company incorporated in United Kingdom (registration number 06603416) having its registered office at Darwen House, Walker Park, Blackburn, Lancashire, United Kingdom (the "Customer").

Definitions

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

“Campaign” means any placement booked on a website with utm parameters referencing “Coam” (at the point of booking) that links to the Customer’s website(s) or any campaign that Coam have arranged by sending product samples to the content creator.

"Service" means the web portal located at https://app.coam.io which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights;

"Support Services" means support in relation to the use of the Service;

1. Service
   1. The Provider shall provide access to the Platform to the Customer from 03/10/2023 to enable the Customer to access and use the Service for the purpose of discovering, booking and tracking Campaigns.
   2. The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Service during the Term.
   3. The Provider shall use reasonable endeavours to maintain the availability of the Service to the Customer, but does not guarantee 100% availability.
   4. The Provider makes no warranties that the use of the "Book" button within the Service shall guarantee the ability to feature in a Campaign. All bookings are subject to the final word from the content creator in question.
   5. The Customer must not sub-license its right to access and use the Service];
   6. The Customer must not permit any unauthorised person or application to access or use the Service;
   7. The Customer must not use the Service in any way that causes, or may cause, damage to the Service or Platform or impairment of the availability or accessibility of the Service.
   8. The Customer must not use the Services:
      1. in any way that is unlawful, illegal, fraudulent or harmful; or
      2. in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
   9. The Provider shall give to the Customer at least 5 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Service.
2. Term
   1. This Agreement shall come into force on [effectiveDate].
   2. This Agreement shall continue in force indefinitely with a notice period of 30 days.
   3. Notwithstanding the other provisions of this Agreement, the Parties agree that the payment structure agreed for any Campaigns that are less than 12 months old shall survive the termination of this Agreement until a full 12 months of the Campaign(s) remuneration has been honoured.
3. Support Services
   1. The Provider shall provide Support Services to the Customer to support their use of the Service, which will include but is not limited to helping the Customer find and build Campaigns.
   2. No assignment of Intellectual Property Rights
   3. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.
4. Tracking
   1. The Customer shall add the user edwyn@coam.io to their Google Analytics for the purpose of tracking the performance of Campaigns.
   2. The Customer shall keep the user edwyn@coam.io added to their Google Analytics for at least 12 months after the booking of the most recent Campaign.
   3. Tracking of Campaign performance is on an 'un-deduped' basis meaning that any sale the Campaign has contributed to, will be honoured in the Fees.
5. Charges and Payment
   1. Each Campaign shall carry its own fees and the Provider shall charge the Customer the agreed upon fees per campaign. These fees may include a startup fee, a monthly fee or a fee calculated as a percentage of the revenue delivered (un-deduped) by said Campaign.
   2. The Customer is obliged to pay these fees for a minimum period of 12 months from the start of each Campaign.
   3. The Provider will invoice the Customer monthly and Payments will be taken by Direct Debit a minimum of 20 days after the invoice date. The direct debit facility can be created here: https://pay.gocardless.com/AL00060HSJ8S89. If the client is unable to setup Direct Debit, then invoices shall be sent on the 1st of each month with a 30 day payment term.
   4. If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:
      1. charge the Customer interest on the overdue amount at the rate of [8% per annum above the Bank of England base rate from time to time] (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
      2. claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998
6. Warranties
   1. The Provider warrants to the Customer that:
   2. the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
   3. the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement; and
   4. the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
   5. The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
   6. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Service will be wholly free from defects, errors and bugs.
7. Indemnification
   1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
8. Assignment
   1. The Provider will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
9. Governing Law
   1. This Agreement will be governed by and construed in accordance with the laws of England.

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