AFFILIATE AGREEMENT

‍THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between the Parties:

Company: RunGreen International Limited. Registered Office: The Incuhive Space Mayflower Close, Chandlers Ford, Eastleigh, Hampshire, England, SO53 4AR: Company No. 13950493

Affiliate: By completing our sign-up process you agree to the terms herein and become the party referred here as Affiliate (“You”).

Affiliate Program (the “Program”) to refer traffic to the RunGreen.uk website which converts into a sale.

The Company is the sole owner and operator of the Internet site known as RunGreen.uk (the “Site”); and

The Company has created a Program that enables Affiliates to refer sales traffic to the Site using targeted URLs in exchange for agreed consideration; and

you desire to participate in the Program, as evidenced by your application, which application the Company may approve or disapprove, in its sole discretion.

Therefore, the Parties agree as follows:

1)  DEFINITIONS.

Capitalised terms used in this Agreement shall have the following meanings:

(a) “Completed Transaction” means the goods of the Company ordered by a Client have been delivered, paid for, and any return period has expired.

(b) “Client” means any person or party who purchases goods on the Site after connecting to the Site with the Affiliates link.

(c) “Company” shall include the Company’s affiliates, officers, employees, principals, agents and contractors.

(d) “Links” means the banner, buttons, coding or other manner in which a Client is referred to the Site for the purpose of promoting the sale of goods on the Site.

(e) “Net Sale Price” means the total received in GB Pounds (after conversion from non-GB currency to GB Pounds, if necessary) from the Client less any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax or VAT).

2) AFFILIATE SITE AND CONTENT.

You have sole and exclusive responsibility and liability for the development, operation, maintenance and all materials and content used to promote or disseminate your Affiliate Link not directly provided by RunGreen. You shall operate and maintain your Affiliate Link in accordance with all applicable laws, rules and regulations.

In consideration of the Rewards, you agree to promote RunGreen, and distribute your Affiliate Link in accordance with the terms and conditions of this Agreement.

We reserve the right to monitor Affiliate materials, dialogue and content to determine if you are compliant with this Agreement.

The Company is not responsible to pay any Rewards in the event you do not use the Links provided to you by the Company without modification OR you do not properly utilise those Links, meaning the traffic will not be properly tracked to reflect that a Client came from the Affiliate Site.

3)  REWARD FOR YOUR REFERRED TRAFFIC.

Subject to your proper use of the Links, you will be rewarded based upon the Net Sale Price from Completed Transactions. Your Reward (the “Reward”) shall be in accordance with the attached Reward Schedule.

The Reward will be offset with respect to each Completed Transaction for which:
1. the Company issues discounts, credits, or allowances, or
2. there is a chargeback issued against the Company for any payment previously credited to the Company.

The Company reserves the right to refuse an attempted purchase by any person, in the Company’s sole and absolute discretion. You shall have no claim to any Reward based on the Company’s decision to not complete transaction with any person who accesses the Site through a Link.

The Reward relative to Completed Transaction shall be payable to at the Companies discretion but within 28 days of a Completed Transaction.

Providing the Rewards due to you are at least £20 and, if not, we will accrue your Rewards until the amount due to you is at least £20. All Rewards are payable in GB Pounds. Charges incurred in any conversion or payment by the Affiliate will be met and remain the sole responsibility of the Affiliate.

The Affiliate remains responsible for declaring earnings from Affiliate payments for tax purposes, as part of their self-employed earnings, or in any other way required by law.

4) FULFILMENT AND CLIENT INFORMATION.

The Company is solely responsible for the processing and fulfilment of all orders of goods on the Site, which shall be governed by the terms and conditions established by the Company at its sole and absolute discretion. All information about such orders and the Clients are the sole and exclusive property of the Company.

Additionally, you agree that the Company may collect and process the necessary information about you required for the tracking of Links and payments of rewards. The Company will never sell information about you or any Client for marketing or for any other purposes.

5) LIMITED LICENSE RIGHTS.

You agree to promote and distribute the product using Links, dialogue, and other necessary means. They may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable and revocable license to use the Links in promotional materials, subject to the terms and conditions of this Agreement.

You must not:
- use the Links or the Marks for any other purpose absent the express written consent of the Company;
- change, add to or delete from the Marks;use the Marks independently of the Links for any purpose without the Company’s express written consent;
- use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons, or entities without the express written consent of the Company;
- acquire or attempt to acquire, register, or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; and
- use the Marks in a way that suggests that the source of the Affiliate Link is the Company.

All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of the Company.

Upon suspension of this Agreement, the rights granted herein may, in the Company’s sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.

6) REPRESENTATIONS AND WARRANTIES.

You represent and warrant that:
(a) You are legally capable and authorised to enter into this Agreement; and, if you represent an entity, all actions necessary to authorise you to enter into this Agreement have been taken.

(b) You are an individual, sole-trader, or you are owner or authorised party of any company or organisation utilised to distribute Links.

(c) The Affiliate materials do not and shall not:
(i) depict anyone less than eighteen (18) years of age.
(ii) contain material which contravenes any law or legislation pertinent to equality of opportunity or can reasonably considered to be discriminatory or hate-speech.
(iii) contain any information which you know or reasonably should know is false.
(iv) contain or transmit any apps or programs that are or can be installed or downloaded to a Client’s computer or other device without the Client’s express and knowing consent as to the exact nature, purpose and function of such apps or programs.
(v) not use the Company’s name or the Marks in any form of unsolicited communication, including unsolicited email (spam).

7) DISCLAIMERS.
The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties, and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title, and non-infringement. The Site is provided “as is.”

8) LIMITATION OF LIABILITY.
In no event will the company be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages including but not limited to the loss of profits or business opportunity, even if the Company had been advised of such possibility.In no event shall the liability of the company arising out of or in connection with this agreement exceed the Rewards paid to you by the company. This limitation applies to any liability arising from any cause of action whatsoever in connection with this agreement, whether in contract, tort (including negligence), strict liability or otherwise, even if advised of the possibility of such costs or damages.9) TERM AND TERMINATION.This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If the Company terminate this Agreement due to breach by you, no further Rewards shall be paid to you and the Company may seek such other relief, equitable and legal, as may be available. If you terminate, the Rewards due and owing to you shall be paid as provided herein. Regardless of who terminates, upon termination, any and all rights and licenses granted by the Company to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.10) RELATIONSHIP.You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to, or should be construed to, create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company.You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed the Affiliate or that you represent the Company in any manner or capacity.You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.As an independent contractor, you are solely and exclusively responsible:(i) for all taxes payable with respect to income earned as a Reward;

(ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and

(iii) for ensuring that you comply with any Licensing Authority’s rules or practices.

11) CONFIDENTIALITY.

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter.

You shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company’s prior written consent.

You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company’s prior written consent.

You shall not use less than the same degree of care the Company uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provision, abide by the terms of this section in their entirety.

Confidential Information does not include information that:
(a) is or becomes publicly known through lawful means.
(b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or
(c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.

If you are required to disclose Confidential Information by virtue of a lawful court order, or similar legal request, you will promptly notify the Company in writing of such requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute, or summarise any Confidential Information except as necessary to carry out the activities contemplated herein.

12) WAIVER.

You expressly and unconditionally waive any and all claims against the Company, regardless of the basis upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances, or conditions:
(a) the Site is partially or totally inoperative or inaccessible;
(b) there are bugs, errors or inaccuracies in the Site;
(c) a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;
(d) any claim relating to a change in this Agreement by the Company;
(e) withholdings, deductions or offset in connection with payment of Rewards due to applicable tax or currency control restrictions.

No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time. Nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

You are solely responsible for the security of your Account, the username and password associated with your Account. You hereby waive and dismiss any claims against the Company and agree to indemnify, defend and hold us harmless against any unauthorized use of, or access to your Account by an unauthorized person using your username and password.

You agree that any dispute you raise shall be as an individual only, not as a class action or with or on behalf of anyone else. You expressly waive any right to bring a class or collective action or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

13) INDEMNIFICATION.
You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company) and hold the Company harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable counsels fees and costs of any action related thereto) suffered or incurred by any of them arising from:
(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;
(b) any non-fulfilment of any agreement by you under this Agreement;
(c) any action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;
(d) failure to comply with the terms of this Agreement by you or your affiliates, officers, principals, and agents;
(e) failure to comply with applicable law by you or your affiliates, officers, principals, and agents;
(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your affiliates, officers, principals, and agents;
(g) failure to pay appropriate taxes for yourself or your affiliates, officers, principals, and agents (including withholding taxes, if any); or
(h) the Affiliate Site or any other documentation contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.

If any action, enforcement action or any attempt to collect on an alleged liability is filed against the Company, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided that the failure of the Company to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure.

After such notice, you shall be entitled to take control of the defence and investigation of such action and to employ and engage a legal practitioner of its own choice to handle and defend the same, at your reasonable cost and expense.

The Company shall cooperate in all reasonable respects, at your cost and expense, with you and such legal practitioner in the investigation, trial and defence of such action and any appeal arising therefrom.

You shall not, without the prior written consent of the Company, effect any settlement of any proceeding in respect of which the Company is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Company from all liability on claims that are the subject matter of such proceeding.

If you shall have an indemnification, defence and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company shall have the right, but not the obligation, to assume and maintain such defence (including reasonable counsel fees and costs of any action related thereto) and to make any settlement or pay any judgment or verdict as the Company, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable counsel’ fees, to be reimbursed by you upon demand by the Company.

The Company may deduct, offset, or withhold your Rewards if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to the Company to which the Company would be entitled to indemnification by you.

14) ASSIGNMENT; SUCCESSION.

You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.

This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, and/or agents.

15) APPLICABLE LAW AND JURISDICTION.

This Agreement shall be governed by, and constructed in accordance with, the laws of England and Wales.

The Parties irrevocably agree that any dispute, controversy, proceedings, or claim arising out of, or in connection with the Agreement, shall fall within the executive jurisdiction of the courts of England and Wales.

16) DISPUTE RESOLUTION.
To the fullest extent permitted by law, all disputes arising out of and related to this Agreement (“Disputes”) shall be resolved as follows:
(a) Manner of Resolution.
‍
Negotiation. Any Dispute(s) shall be submitted to negotiation. Either Party may initiate negotiation by filing a request for negotiation with a copy served on the other Party.
‍
Or
‍
Mediation. Any Dispute(s) shall be submitted to mediation. Either Party may initiate mediation by filing a request for mediation with a copy served on the other Party. Neither the legal practitioner-client nor work product privilege shall be deemed to have been waived by any statement or disclosure made in the proceedings.

And if negotiation or mediation is to fail:

Arbitration. Any Dispute(s), failing negotiation or mediation, shall be settle by arbitration. Arbitration shall be final and binding upon the Parties. Any Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, no Party shall initiate or prosecute any legal proceedings or administrative action in any way related to any Dispute. In any arbitration arising out of or related to this Agreement, the arbitrator shall award to the prevailing Party, if any, the costs and counsel’ fees reasonably incurred by the prevailing Party in connection with the arbitration. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, except as may be necessary in connection with a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. Notwithstanding anything herein to the contrary, either Party shall be entitled to seek to obtain any provisional remedy, including injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect such Party’s rights and interests. Affiliate hereby consents to exclusive jurisdiction in and venue in England for all proceedings arising out of this Agreement.

(b) Equitable Relief.

Each Party acknowledges that:
a breach or threatened breach by such Party of any of its obligations under this Agreement would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy; and
if a breach, or a threatened breach by such Party of any such obligations occurs, the other Party will, in addition to any and all other rights and remedies that may be available to such Party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from, notwithstanding anything to the contrary contained herein, any court of competent jurisdiction, without any requirement to:
(1) request a security or surety; or(2) prove actual damages or that monetary damages will not afford an adequate remedy.  17) REMEDIES.All rights, remedies, undertakings, obligations, and agreements contained in this Agreement or available at law, in equity or otherwise, shall be cumulative, and none shall be a limitation of any other remedy, right, undertaking, obligation or agreement.This Agreement shall be binding upon the parties and their successors, permitted assigns, heirs, affiliates, directors, shareholders, officers, and/or agents.18) FORCE MAJEURE.The Company shall not be responsible or liable for any delay or failure to fulfil any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.19) INTERPRETATION.You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court, mediator, or arbitrator, such court, mediator, or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.20) SEVERABILITY.If any provision of this Agreement is unenforceable under the applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified, and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.21) AMENDMENTS.The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. No such amendment shall be effective until at least thirty (30) days after the posting or email notice, whichever occurs first. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.22) NOTICES.Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing, and delivered by postage or sent by email, addressed to the Party.23) ENTIRE AGREEMENT.This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.SCHEDULE 1RewardsThe RunGreen Affiliate Rewards:1.      X-Carbon – the product we are all promoting. Simply by removing the air from the fuel X-Carbon delivers material benefits, including cutting emissions, fuel usage and improved engine performance.2.      Rewards Plan. Each Affiliate receives varying rewards for sales made by themselves or the Affiliates they signed.3.      The 12-Month Commitment Subscription. This is where a client signs up for 12 x 20ml bottles of X-Carbon to be supplied monthly. Signing up, paying, and taking delivery monthly of your bottle keeps you in the Rewards Plan.4.      Affiliate. The Affiliate is an individual that is passionate about the Three Pillars of Opportunity and wants to earn money promoting to people or companies and to signing up clients and Affiliates.5.      Three Pillars of Opportunity. They are a massive reduction in emissions, saving your clients money and make yourself some money.6.      Hashtags#. When posting on social media and when communicating with potential Affiliates use hashtags such as #RunGreen, #RunClean, #RunEconomy #RunIncome, #RunSimple, #RunFair and #RunEverthing to act as a reminder of the brand.7.      Registration. All Affiliates must register on the website (www.RunGreen.uk) and agree to the 12-month commitment to purchase X-Carbon for themselves.8.      Clients. A person that is only a buyer of X-Carbon and has not yet become an Affiliate.9.      Bulk 50-250. These are larger packages of X-Carbon 20ml bottles that can be sold to larger organisations.We have decided to make our Reward Plan simple, just like X-Carbon.Reward Plan Explanation1.      There are two statuses held in our plan.(i)      Client. This is a buyer of X-Carbon under a 12-month subscription(ii)      Affiliate. This is an historic client that has decided to introduce X-Carbon to others and has made sales to clients and is still purchasing X-Carbon using the link of their original introducing Affiliate.2.      Every person that purchases X-Carbon from an Affiliate on the 12-month plan can also become an Affiliate themselves.3.      To be an Affiliate you must be signed up to the Affiliate program and have purchased a 12-month subscription supply at full retail prices.4.      All sales will be made at full retail prices so that Affiliates have protected income.5.      All Affiliates earn income by signing clients up to our 12-month plan and more money by getting the clients to take on Affiliate status themselves.6.      25% Reward is paid from the full list sales price less VAT as a Reward to all Affiliates who introduce a buying client.7.      The 25% Reward continues to be paid every time that client purchases product.8.      We then pay 5% to the introducing Affiliate even if your client becomes an Affiliate and makes sales under their own Affiliate Registration. This is the residual income.To ensure the creation of Affiliates does not harm your income streams, all Affiliates must pay full price for X-Carbon and the Rewards on that sale will always be paid to the original introducing Affiliate. #RunSimple #RunFairThe best way to earn the most income is to have a balance of your own monthly clients and having these clients become Affiliates and them signing their own clients.The average number of clients we have seen signed up per Affiliate is 52, so this leads to 52 bottles of X-Carbon sold monthly with Rewards of £260.00 at £5.00 per bottle.Furthermore, just under 60% of clients have signed as Affiliates, meaning that 30 new Affiliates have signed 52 clients on average. This is 1,560 20ml bottles delivered monthly. This delivers income of £1,560.00. Meaning that on average the Rewards derived from becoming an Affiliate is a massive £1,820.00 per month, and we have just started this program. Imagine having this building on a month-by-month basis and ask yourself what your residual income would be in the coming months.We are also offering bulk 20ml bottle deliveries too, where packs of 50 and 250 bottles can be sold at discounted prices.The Compensation rates for bulk purchases are specific to those sales and works out as follows:Bulk 50 – 20ml bottles of X-CarbonSell price: £22.00 each or £1,100.00 for pack of 50 bottlesSelling Affiliates Compensation for the pack sale is £150.00Introduced Affiliates Compensation for the pack is £30.00Bulk 250 – 20ml bottles of X-CarbonSell price: £21.00 each or £5,250.00 for pack of 250 bottlesSelling Affiliates Compensation for the pack sale is £500.00Introduced Affiliates Compensation for the pack is £100.00Any volume of X-Carbon bottles can be bulk ordered between 50 and 250 with pricing being agreed by the Affiliate Manager and the RunGreen team.To promote this sales model RunGreen will pay the Compensation to both Affiliate types within 5 days of payment receipt and delivery to the Client.NB: Product pricing may vary from time to time, but a minimum of 14 days’ notice will be given. X-Carbon is developed using petrochemical commodities and is susceptible to fluctuations in petrochemical commodity costs. As an environmentally positive and cost saving product, we will endeavour to sustain a pricing structure that benefits our clients.The Company is not responsible to pay any Rewards in the event you do not use the Links provided by the Company without modification OR you do not properly install those Links, meaning the traffic will not be properly tracked to reflect that a Client came from the Affiliate.