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Coast Affiliate Program Partner Agreement

The Agreement: This Affiliate Program Partner Agreement (hereinafter called the “Agreement”) is provided by the following organization, hereinafter referred to as “Company”, “us” or “our”: K-Dimensional Holdings Inc. dba Coast, a Delaware corporation. The Agreement is a legal document between you and Company that describes the partner relationship we are entering into. This Agreement covers your responsibilities as a partner and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire, because each of the terms of this Agreement are important to our working relationship.

This Agreement is entered into and made effective as of the date of Acceptance (as defined below) of your Application Form (as defined below) (the “Effective Date”), by and between Company and the entity that submits an Application Form (such entity shall be hereinafter referred to as “Partner”, “you” or “your”). By submitting an Application Form, you hereby agree as follows:

  1. 1. Application Process; Approved Sites: In order to participate in the affiliate program (“Partner Program”) you must complete the application form made available to you (an “Application Form”) identifying your specific websites, social media accounts or other promotional platforms for which you are applying. We will notify you if your application is accepted or rejected by providing you with notice in writing (“Acceptance“). We reserve the right to reject or accept any application in our sole and absolute discretion.By submitting an application, you represent and agree that information, data, or material that you provide to us in connection with your application is true, complete and accurate, and that you agree to be bound by the terms and conditions of this Agreement.We reserve the right to reject your application for any reason or no reason whatsoever, including, without limitation, if we determine that you are or your website is unsuitable or inappropriate. IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF PARTNER, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT AN APPLICATION OR OTHERWISE ATTEMPT TO PARTICIPATE IN THE PARTNER PROGRAM.
  1. 2. Partner Responsibilities: It is understood that the Partner will introduce Company products and services, as designated by Company, to Partner’s current and prospective audience and/or customers, including on Partner’s website, in Partner’s advertisements and other Partner’s communications with its customers, and Partner represents and agrees Partner will comply with all applicable federal, state and local laws, rules and regulations, including, without limitation the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. Partner represents and agrees that it will perform its obligations under this Agreement in an ethical, professional and workmanlike manner that reflects favorably on Company’s name, products, services, goodwill and reputation.The Partner will be fully responsible for any costs related to marketing Company’s products and services, including but not limited to costs associated with (i) the creation, hosting, modification, or improvements to the Partner’s website; (ii) internet marketing; (iii) offline marketing costs and postage; and (iv) all other costs and expenses.The Partner must either use marketing materials, including copy/content, banner ads and other assets, provided by Company to promote Company’s products and services or seek written approval from Company for the use of any self-created or other marketing materials prior to using them and shall, in each case, only use the foregoing in a form and manner that has been approved by Company. Any use of unapproved marketing materials to promote Company’s products and services is grounds for immediate termination of the Agreement and forfeiture of all outstanding and unpaid Commission payments.
  1. 3. Commission/Payout: Company shall pay you the amount indicated to you corresponding to your affiliate program per New Closed/Won Deal (defined below), unless otherwise negotiated and mutually agreed upon by the parties in writing (“Commission”).“New Closed/Won Deal” means any referral made to Company’s website through Partner’s affiliate link that (i) applies to Company; (ii) has not already commenced an application, or otherwise actively pursued or engaged in a commercial relationship, with Company; (iii) agrees to be bound by Company’s terms and conditions, as may be updated or amended from time to time; and (iv) is Approved (defined below) as a new customer to the Company. “Approved” means being approved for a Coast Card account by Company, in Company’s sole discretion.For the avoidance of doubt, no add-on fees or subscription renewal fees paid to Company after a New Closed/Won Deal shall result in the payment of any additional Commissions. Partner shall be responsible for the payment of any taxes, duties or levies addressed on Commissions paid in accordance with this Agreement.
  1. 4. Partner Disclosure, Advertising, and Search Engine Restrictions: Partner will clearly and overtly state with each posting their relationship with Company and that they may be compensated by Company for traffic sent to Company’s website through any affiliate links and that any application to Company remains subject to credit approval and underwriting, including by Company’s card issuing partners.Partner MAY NOT promote their referral links to any social postings (LinkedIn, Facebook, Twitter, etc) originating from Company’s official accounts on any platforms. Doing so is grounds for immediate termination of the Agreement.Partner shall comply with the CAN-SPAM Act and/or other applicable international, state and local SPAM, marketing and communications laws, rules and regulations for all campaigns, including if Partner sends any emails or messages. If Partner is not in compliance as determined by Company, Company reserves the right to terminate this agreement immediately, without any liability to Partner.Partner MAY NOT bid on or apply for any trademark (ex. “Coast”), trademark + (ex. “Coast fuel card”), variant of Company’s name or marks, or misspelled keywords, including for the purpose of pay-per-click (“PPC”) on search engines (Google, Bing etc.), or in any way disparage Company or Company’s products and services, or use any paid search channels to generate referrals or to promote Company or the Company offering. Doing so is grounds for immediate termination of the Agreement.
  1. 5. Term and Termination: The term of this Agreement shall commence upon the Effective Date and shall continue in effect until terminated by either party in accordance with this section. Either party may terminate this Agreement upon seven (7) days’ prior written notice to the other party. Notwithstanding the foregoing, if Partner violates any terms of this Agreement, Company shall have the right to immediately terminate, and Partner forfeits any rights to any unpaid Commissions. Company reserves the right to manage and monitor Partner activities through various mechanisms to ensure network and service safety and compliance. This Section 5 and Sections 6, 7, 8, 9 and 10 and any other provision which by its nature should survive shall survive termination of this Agreement.
  2. 6. Confidential Information: All information exchanged between the parties is confidential, as more fully set forth below.Confidential Information means any material, data, or information in whatever form or media of a party to this Agreement (the “Disclosing Party”) that is provided or disclosed to the other (the “Receiving Party”), except for any information that is: (a) publicly available or later becomes available other than through a breach of this Agreement; (b) lawfully known to the Receiving Party or its employees, agents, or representatives without restriction prior to such disclosure; (c) as shown by Receiving Party’s contemporaneous records, independently developed by the Receiving Party or its employees, agents, or representatives without access to or reliance on information disclosed by the Disclosing Party, even if subsequent to such disclosure; or (d) subsequently lawfully obtained by the Receiving Party or its employees, agents, or representatives from a third party without obligations of confidentiality.Each party shall keep and maintain all Confidential Information in strict confidence and shall protect all such Confidential Information from disclosure to third parties without the prior written consent of the Disclosing Party.  Each party will use the other party’s Confidential Information only as necessary in connection with the Agreement, and will use reasonable care to protect Confidential Information in its possession from disclosure.  The Receiving Party shall be responsible for any breach of confidentiality by its employees, agents or representatives.
  1. 7. Intellectual Property: We reserve all right, title and interest in and to the Partner Program, Company name, Company marks, Company links, Company products and offerings, other Company content, Company sites, any technology and software used to provide the foregoing, and all intellectual property and proprietary rights therein.
  2. 8. Indemnity: Both parties agree to defend, indemnify and hold each other harmless, from any against any liabilities, penalties, demands, or claims (including the costs, expenses, and reasonable attorney’s fees on account thereof) that may be made by any third party (collectively, “Liabilities”), resulting from the indemnifying party’s gross negligence or willful misconduct, or the gross negligence or willful misconduct of persons furnished by the indemnifying party, including its agents, or subcontractors. Partner agrees that Partner will defend, indemnify and hold harmless Company, from and against any and all Liabilities to the extent arising out of or based upon any claim: (i) that Partner’s marketing of Company’s products or services infringes or misappropriates any third party’s intellectual property rights, proprietary rights or rights of publicity or privacy; or (ii) resulting from Partner’s breach of any representation, warranty or covenant hereunder.
  3. 9. Warranty Disclaimer and Limitation of Liability: COMPANY HEREBY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE. COMPANY DOES NOT WARRANT OR GUARANTEE THAT PARTNER WILL ACHIEVE ANY LEVEL OF COMMISSIONS FROM PARTICIPATION IN THE PARTNER PROGRAM OR ANY ACTIVITIES PERFORMED IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR CLAIMS ARISING OUT OF BREACHES OF SECTION 2 (PARTNER RESPONSIBILITIES), SECTION 6 (CONFIDENTIAL INFORMATION), SECTION 7 (INTELLECTUAL PROPERTY) OR THE INDEMNITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) FOR: (I) ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE AMOUNT OF COMMISSIONS PAID BY COMPANY TO PARTNER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
  4. 10. Applicable Law: The laws of the State of New York will govern this Agreement, without reference to rule governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York and the Partner irrevocably consents to the jurisdiction of such courts.
  5. 11. Entire Agreement; Amendments or Modifications: This Agreement constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein. This Agreement shall only be amended or modified in a writing signed by the authorized representatives of each party, and all such changes shall reference this Agreement and identify the specific articles or sections of this Agreement or the particular order that is amended, modified, or supplemented. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not as a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. The obligations of either party under any agreement entered into by such party and, except for a permitted assign, any unaffiliated third party, including any referred party, are solely the obligations of such party and the other party shall not be liable for, or obligated to enforce, any such agreements. Any notice or communication hereunder shall be in writing and either personally delivered or sent via certified or registered mail or via email with delivery thereof electronically confirmed. Neither party shall have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other party (and any such attempt shall be null and void), except that Company may (without consent) assign and transfer this Agreement and its rights and obligations hereunder in connection with a sale of all or substantially all of Company’s business or assets to which this Agreement relates.