Affiliate Agreement Terms and Conditions

Memorandum of Understanding

Between

FOOD
TRUCKS 2 U (FT2U)

and

the “representative”
(“representative”)

 

This Memorandum of Understanding (MOU)
sets for the terms and understanding between the FT2U and the “THE
REPRESENTATIVE”.

 

Background

 

A         FT2U
is the Principal Manager and have the rights to all FT2U members;

 

B         The
Representative is contracted to assist with building the membership database.

 

C         The
Parties wish to work together to build the membership listings on the www.foodtrucks2u.com.au website.

 

Purpose

This MOU will define the roles and
responsibilities of each Party to ensure transparency of FT2U.

 

Eligibility

To be eligible for Commission (i) an
Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance
and Validity’ section, (ii) the representative of FT2U must be a financial
featured member of FT2U .  You are not
eligible to receive Commission or any other compensation from us based on
transactions for Other Products or if: (i) such compensation is disallowed or
limited by federal, state or local law or regulation in Australia or the laws
or regulations of your jurisdiction. You must not be an affiliate for another food
vendor/catering provider that is in direct competition with FT2U.

 

 

Roles
and Responsibilities

The above purpose will be accomplished
by undertaking the following role and responsibilities:

 

FT2U role and responsibilities:

 

·      
To provide support to “THE
REPRESENTATIVE” to build memberships from food vendors throughout Australia.

·      
Provide local marketing and
promotion of Food Trucks 2 U through internet and social media campaigns

·      
All commissions to be paid out
in AUD to the representative 7 days after the new vendor completes their
listing and pays via the affiliate link.

 

“THE REPRESENTATIVE” role and
responsibilities:

 

·      
Is to refer food trucks/vendors
who are not currently a member with FT2U via email campaigns.

·      
To share 1 post a week through their
social media channels and/or Facebook groups to peak interest if FT2U

·      
Share assigned affiliate link
to “Food Trucks 2 U” website on social media platforms such as but not limited
to Facebook business page, Facebook group, Instagram page, stories, pinterest etc
once a week

·      
To display the “proud member of
Food Trucks 2 U” badge on their website, social media pages and/or email
signature.

 

Social
Media

If Affiliate advertises on Facebook, Instagram or YouTube,
then each post must comply with all of the following:

·     
Each post must contain @foodtrucks2u
or #foodtrucks2u.

·     
Each post must contain #ad in a clear and
conspicuous location before the text of the description and in all events
before the “More” button.

·     
Each Instagram post must use Instagram’s “Paid
Partnership” tool.

·     
Each YouTube post must contain the word “Ad,”
“Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in
a font size that is clearly recognizable to the viewer and which appears
persistently throughout the length of the video in the top right hand portion
of the video.

If Affiliate is advertising on other forms of
written social media (e.g., Pinterest,
Twitter), Affiliate must comply with the above disclosure restrictions as
applicable to each form of social media.  Affiliate must also comply with
all rules of each social media platform that Affiliate uses.

 

 

Reporting

Both Parties will communicate with each
other in regard to memberships and FT2U will advise each week how many new
members have joined FT2U. Reporting is also available through the affiliate
dashboard when logged into the FT2U website.

 

Funding

FT2U will give 20% of all new
memberships to “THE REPRESENTATIVE” upon automatic payout as set up through the
affiliate section of the Food Trucks 2 U website.

 

Acceptance and Validity of FT2U
Membership

To be accepted as a FT2U member, the customer
must:

 

Term and Termination

Term. This Agreement will
apply for as long as you participate in the Affiliate Program, until
terminated.

Termination Without Cause.  Both you and we may terminate this Agreement
on fifteen (15) days written notice to the other party.

Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may
terminate this Agreement on five (5) days written notice to us, provided that
you send us written notice within ten (10) days after we send you notice of the
change.

Termination for Cause.  We may terminate
this Agreement: (i) upon thirty (30) days’ notice to you of a material breach
if such breach remains uncured at the expiration of such period, (ii) upon
fifteen (15) days notice to you of non-payment of any amount due to us if such
amount remains unpaid at the expiration of such period, (iii) immediately, if
you become the subject of a petition in bankruptcy or any other proceeding
relating to insolvency, receivership, liquidation or assignment for the benefit
of creditors, (iv) immediately, if you breach the terms applicable to your
subscription with us (if you have one), including if you default on your
payment obligations to us or our affiliate, or (v) immediately, if we determine
that you are acting, or have acted, in a way that has or may negatively reflect
on or affect us, our prospects, or our customers.

 

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT
CAREFULLY.

This is a contract between you (the “Representative”) and
us (“Food Trucks 2 U”). It describes how we will work together and other
aspects of our business relationship. It is a legal document so some of the
language is necessarily “legalese” but we have tried to make it as readable as
possible.

The Marketing Affiliate Program Agreement applies to your
participation in our Marketing Affiliate Program (the “Affiliate
Program”).  These terms are so important
that we cannot have you participate in our Affiliate Program unless you agree
to them.

We periodically update these terms. We might also choose to
replace these terms in their entirety if, for example, the Affiliate Program
changes, ends, or becomes part of an existing program, including our partner
programs. If we update or replace the terms we will let you know via electronic
means, which may include an in-app notification or by email. If you don’t agree
to the update or replacement, you can choose to terminate as we describe below.

Definitions

 

“Food Trucks 2 U Affiliate” means a company owned, operated
or controlled by Food Trucks 2 U.

“Marketing Affiliate Program” means our marketing affiliate
program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on
the Affiliate Link that we have made available to you via the Food Trucks 2 U website. 

“Affiliate Link” means the unique tracking link you place
on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to
affiliates which we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to
you upon your acceptance into the Affiliate Program and for you to use in order
to participate in the Affiliate Program.

“Agreement” means this Marketing Affiliate
Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate
Tool (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the Food
Trucks 2 U Products who has purchased or signed up for the Food Trucks 2 U
products after being an Affiliate Lead.

“Customer Transactions” means those transactions by
Affiliate Leads that are eligible for Commission pursuant to the ‘Customer
Transactions’ section of this Agreement. Customer Transactions may include
customer purchases or customer signups, as further described in the Affiliate
Tool.

“Customer Data” means all information that
Customer submits or collects via the Food Trucks 2 U Products and all materials
that Customer provides or posts, uploads, inputs or submits for public display
through the Food Trucks 2 U Products.

“Food Trucks 2 U Content” means all information,
data, text, messages, software, sound, music, video, photographs, graphics,
images, and tags that we incorporate into our services.

“Food Trucks 2 U Products” means both the Subscription
Service and Other Products.

“Other Products” means those products and services that we offer,
which are not included in the Subscription Service (as detailed below); and,
for the purposes of this Agreement, Other Products include all of our marketing
software, legacy sales and marketing products, and any implementation,
customization, training, consulting, additional support or other professional
services, or fees for third-party products or services.

“Subscription Service” means our web-based sales directory
that is subscribed to, and developed, operated, and maintained by us,
accessible via http://www.Food Trucks2U.com.au or another designated URL, and
add-on products to our sales software. For the purposes of this Agreement, the
Subscription Service does not include our legacy sales products, any
implementation, customization, training, consulting, additional support or
other professional services, or fees for third-party products or services.

“We”, “us”, “our”, and “Food Trucks 2 U”
means Food Trucks 2 U.

“You”, “representative” and “Affiliate” means the party,
other than Food Trucks 2 U, entering into this Agreement and participating in
the Affiliate Program.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we
will review your application and notify you whether you have been accepted to
participate in the Affiliate Program, or not. 
Before we accept an application, we may want to review your application
with you, so we may reach out to you for more information. We may require that
you complete certain requirements or certification(s) before we accept your
application. If we do not notify you that you are accepted to participate in
the Affiliate Program within thirty (30) days from your application, your
application is considered to be rejected.

If you are accepted to participate in the Affiliate
Program, then upon notification of acceptance, the terms and conditions of this
Agreement shall apply in full force and effect, until terminated, pursuant to
the terms set forth below.  Further, you
will need to complete any enrollment criteria set out in the Program Policies
Page, if applicable. Failure to complete any enrollment criteria within thirty
(30) days of your acceptance will result in the immediate termination of this
Agreement and you will no longer be able to participate in the Affiliate
Program.

You will comply with the terms and conditions of this
Agreement at all times, including any applicable Program Policies.

Customer Transactions

Affiliate Program Limits. Each accepted Affiliate Lead will
expire according to the information provided in the Affiliate Tool (or if
applicable, in the Program Policies) from the date the Affiliate Lead clicked
on the Affiliate Link that was made available by you. We will pay you
Commission as described in the Affiliate Tool (or if applicable, in the Program
Policies) for each new Customer who completes an applicable Customer
Transaction after clicking on an Affiliate Lead made available by you, provided
that you remain eligible to receive Commission pursuant to the terms of this
Agreement.  The start of the Customer’s
subscription is determined by the date of the first purchase or sign up (as
applicable) of the Subscription Service by the Customer and you will receive a
Commission payment for that Customer Transaction only, regardless of any
additional purchases made by that customer during their Subscription Service.

Commission and Payment. In
order to receive payment under this Agreement, you must have: (i) agreed to the
terms of this Agreement (generally completed through the Affiliate Tool); (ii)
completed all steps necessary to create your account in the Affiliate Tool in
accordance with our directions, (iii) have a valid and up-to-date payment
method in the  Affiliate Tool with such
account (iv) completed any and all required tax documentation in order for the
Affiliate Tool to process any payments that may be owed to you.

Requirements for Payment;
Forfeiture. Notwithstanding the foregoing or anything to the contrary in this
Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain
outstanding for three (3) months immediately following the close of a Customer
Transaction, then your right to receive Commission arising from any and all
Customer Transactions with the associated Customer will be forever forfeited
(each, a “Forfeited Transaction”). We will have no obligation to pay you
Commission associated with a Forfeited Transaction. Once you comply with all of
the requirements in section 5(a)(i-iv), then you will be eligible to receive
Commission on Customer Transactions, as long as these Customer Transactions do
not involve the same Customer associated with a Forfeited Transaction.

Commission Payment. We or
the Affiliate Tool will determine the currency in which we pay the Commission,
as well as the applicable conversion rate. We will not pay more than one
Commission payment or other similar referral fee on any given Customer Transaction
(unless we choose to in our discretion).

Taxes. You are responsible
for payment of all taxes and fees (including bank fees) applicable to the
Commission. All amounts payable by us to you are subject to offset by us
against any amounts owed by you to us.

Commission Amounts. We
reserve the right to alter or change the Commission amount as per the Affiliate
Tool.

Training and Support. We may
make available to you, without charge, various webinars and other resources
made available as part of our Affiliate Program. If we make such resources
available to you, you will encourage your sales representatives and/or other
relevant personnel to participate in training and/or other certifications as we
recommend and may make available to you from time-to-time. We may change or
discontinue any or all parts of the Affiliate Program benefits or offerings at
any time without notice.

 

Proprietary Rights. Food
Trucks 2 U’s Proprietary Rights.  No
license to any software is granted by this Agreement. The Food Trucks 2 U
Products are protected by intellectual property laws. The Food Trucks 2 U
Products belong to and are the property of us or our licensors (if any). We
retain all ownership rights in the Food Trucks 2 U Products. You agree not to
copy, rent, lease, sell, distribute, or create derivative works based on the Food
Trucks 2 U Content, or the Food Trucks 2 U Products in whole or in part, by any
means, except as expressly authorized in writing by us. If you wish to use Food
Trucks 2 U Content, you must comply with our Content Usage Guidelines. Food
Trucks 2 U, the Food Trucks 2 U logos, and other marks that we use from time to
time are our property and you may not use them without our prior written
permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates and representatives
to comment on the Food Trucks 2 U Products, provide suggestions for improving
them, and vote on suggestions they like. You agree that all such comments and
suggestions will be non-confidential and that we own all rights to use and
incorporate them into the Food Trucks 2 U Products, without payment to you.

Customer’s Proprietary Rights. As between you and Customer,
Customer retains the right to access and use the Customer portal associated
with the Food Trucks 2 U Products. For the avoidance of doubt, Customer will
own and retain all rights to the Customer Data.

Confidentiality 

As used herein, “Confidential Information” means all
confidential information disclosed by a party (“Disclosing Party”) to
the other party (“Receiving Party”), (i) whether orally or in writing, that is
designated as confidential, and (ii) Food Trucks 2 U customer and prospect
information, whether or not otherwise designated as confidential. Confidential
Information does not include any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing
Party or (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the
confidentiality of the Confidential Information of the Disclosing Party using
the same degree of care that it uses with its own confidential information, but
in no event less than reasonable care, (ii) not use any Confidential
Information of the Disclosing Party for any purpose outside the scope of this
Agreement, (iii) not disclose Confidential Information of the Disclosing Party
to any third party, and (iv) limit access to Confidential Information of the Disclosing
Party to its employees, contractors and agents. The Receiving Party may
disclose Confidential Information of the Disclosing Party if required to do so
under any federal, state, or local law, statute, rule or regulation, subpoena
or legal process.

 

Opt Out and Unsubscribing. You
will comply promptly with all opt out, unsubscribe, “do not call” and
“do not send” requests.  For
the duration of this Agreement, you will establish and maintain systems and
procedures appropriate to effectuate all opt out, unsubscribe, “do not
call” and “do not send” requests. Any such requests will be
communicated with Food Trucks 2 U as part of the weekly reporting.

 

Affiliate Representations and Warranties. You represent and warrant that: (i) you have all sufficient rights
and permissions to participate in the Affiliate Program and to provision Food
Trucks 2 U with Affiliate Lead’s for our use in sales and marketing efforts or
as otherwise set forth in this Agreement, (ii) your participation in this
Affiliate Program will not conflict with any of your existing agreements or
arrangements; and (iii) you own or have sufficient rights to use and to grant
to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure
that you are compliant with any trade or regulatory requirements that may apply
to your participation in the Affiliate Program (for example, by clearly stating
you are a Food Trucks 2 U Affiliate on any website(s) you own where you make an
Affiliate Link available); (ii) you will accurately provide in the Affiliate
Tool all websites and domains you own where you intend to use Affiliate Links
to generate Affiliate Leads; (iii) you will not purchase ads that direct to
your site(s) or through an Affiliate Link that could be considered as competing
with Food Trucks 2 U’s own advertising, including, but not limited to, our
branded keywords; (iv) you will not participate in cookie stuffing or pop-ups,
false or misleading links are strictly prohibited; (v) you will not attempt to
mask the referring URL information; (vi) you will not use your own Affiliate
Link to purchase Food Trucks 2 U products for yourself; and (vii) you will not
use any mechanisms to deliver leads other than through an intended consumer.
This includes sourcing leads through compilations of personal data such as
phonebooks, using fake redirects or other tools or automation devices to
generate leads (including but not limited to robots, lframes, or hidden
frames), or offering incentives to encourage purchases or signups. 

Indemnification. You will
indemnify, defend and hold us harmless, at your expense, against any
third-party claim, suit, action, or proceeding (each, an “Action”)
brought against us (and our officers, directors, employees, agents, service
providers, licensors, and affiliates) by a third party not affiliated with us
to the extent that such Action is based upon or arises out of (a) your
participation in the Affiliate Program, (b) our use of the prospect data you
provided us, (c) your noncompliance with or breach of this Agreement, (d) your
use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will:
notify you in writing within thirty (30) days of our becoming aware of any such
claim; give you sole control of the defense or settlement of such a claim; and
provide you (at your expense) with any and all information and assistance
reasonably requested by you to handle the defense or settlement of the claim.
You shall not accept any settlement that (i) imposes an obligation on us; (ii)
requires us to make an admission; or (iii) imposes liability not covered by
these indemnifications or places restrictions on us without our prior written
consent.

Disclaimers; Limitations of Liability. Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS
MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY,
AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FOOD TRUCKS 2 U PRODUCTS,
FOOD TRUCKS 2 U CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY
PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY
NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE FOOD TRUCKS
2 U PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY
OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND
WITH REGARD TO THE FOOD TRUCKS 2 U PRODUCTS AND THE AFFILIATE TOOL INCLUDING
ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER
TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY
THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO
THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER
TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A
CLAIM.

 

General

Amendment; No Waiver. We may update and change any part or
all of this Agreement, including by replacing it in its entirety. If we update
or change this Agreement, the updated Agreement will be made available to you
via the Affiliate Tool and/or by email. The updated Agreement will become
effective and binding on the next business day after we or the Affiliate Tool
have notified you. When we change this Agreement, the “Last Modified”
date above will be updated to reflect the date of the most recent version. We
encourage you to review this Agreement periodically.  If you don’t agree to the update, change or
replacement, you can choose to terminate as we describe above. No delay in
exercising any right or remedy or failure to object will be a waiver of such
right or remedy or any other right or remedy. A waiver on one occasion will not
be a waiver of any right or remedy on any future occasion.

Applicable Law. This
Agreement shall be governed by the laws of the Commonwealth of Australia,
without regard to the conflict of laws provisions thereof. In the event either
of us initiates an action in connection with this Agreement or any other dispute
between the parties, the exclusive venue and jurisdiction of such action shall
be in the state and federal courts in Australia.

Force Majeure. Neither party
will be responsible for failure or delay of performance if caused by: an act of
war, hostility, or sabotage; act of God; electrical, internet, or
telecommunication outage that is not caused by the obligated party; government
restrictions; or other event outside the reasonable control of the obligated
party. Each party will use reasonable efforts to mitigate the effect of a force
majeure event.

Relationship of the Parties.
Both you and we agree that no joint venture, partnership, employment, or agency
relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws.  You shall comply, and shall
ensure that any third parties performing sales or referral activities on your
behalf comply, with all applicable foreign and domestic laws (including without
limitation export laws and laws applicable to sending of unsolicited email),
governmental regulations, and judicial administrative orders. You shall not
engage in any deceptive, misleading, illegal or unethical marketing activities,
or activities that otherwise may be detrimental to us, our customers, or to the
public. Export laws and regulations of Australia and any other relevant local
export laws and regulations may apply to the Food Trucks 2 U Products.

Severability. If any part of
this Agreement is determined to be invalid or unenforceable by applicable law,
then the invalid or unenforceable provision will be deemed superseded by a
valid, enforceable provision that most closely matches the intent of the
original provision and the remainder of this Agreement will continue in effect.

Notices. Notice will be sent
to the contact address set forth herein (as such may be changed by notice given
to the other party), and will be deemed delivered as of the date of actual
receipt.

We may give electronic notices specific to you by email to
your e-mail address(es) on record in our account information for you. We may
give notice to you by telephone calls to the telephone numbers on record in our
account information for you.

Entire Agreement. This
Agreement is the entire agreement between us for the Affiliate Program and
supersedes all other proposals and agreements, whether electronic, oral or
written, between us. We object to and reject any additional or different terms
proposed by you, including those contained in your purchase order, acceptance
or website. Our obligations are not contingent on the delivery of any future
functionality or features of the Food Trucks 2 U Products or dependent on any
oral or written public comments made by us regarding future functionality or
features of the Food Trucks 2 U Products. It is the express wish of both you
and us that this Agreement and all related documents be drawn up in English. We
might make versions of this Agreement available in languages other than
English. If we do, the English version of this Agreement will govern our
relationship and the translated version is provided for convenience only and
will not be interpreted to modify the English version of this Agreement.

Assignment. You will not
assign or transfer this Agreement, including any assignment or transfer by
reason of merger, reorganization, sale of all or substantially all of its
assets, change of control or operation of law, without our prior written
consent. We may assign this Agreement to any affiliate or in the event of
merger, reorganization, sale of all or substantially all of our assets, change
of control or operation of law.

No Third Party Beneficiaries.  Nothing in this Agreement, express or
implied, is intended to or shall confer upon any person or entity (other than
the parties hereto) any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.

Program Policies Page. We
may change the Program Policies from time to time. Your participation in the
Affiliate Program is subject to the Program Policies, which are incorporated
herein by reference.

No Licenses. We grant to you
only the rights and licenses expressly stated in this Agreement, and you
receive no other rights or licenses with respect to us, the Food Trucks 2 U
Products, our trademarks, or any other property or right of ours.

Sales by Food Trucks 2 U.
This Agreement shall in no way limit our right to sell the Food Trucks 2 U
Products, directly or indirectly, to any current or prospective customers.

Authority. Each party
represents and warrants to the other that it has full power and authority to
enter into this Agreement and that it is binding upon such party and
enforceable in accordance with its terms.

 By application and acceptance of the representative into the Affiliate program outlined above, you accepted these terms and conditions.