Marketing Affiliate Program Agreement

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This contract is a contract between you (the "Affiliate") and American Ventures, LLC ("TruckTabs"). It describes how we will work together and other aspects of our business relationship.

The TruckTabs Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”).

We periodically update these terms and when updates are made we will notify you via email. If you don't agree to the update, you can choose to terminate as described below.

1. Definitions

"TruckTabs Affiliate" means a company owned, operated or controlled by TruckTabs.

"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 Affiliate Tool.

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

"Affiliate Dashboard" 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.

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

"Affiliate Lead Report" means a monthly report that is emailed to you with a summary of each Affiliate Lead that has become a Customer.

"Active Affiliate" means that your agreement remains in force and you have produced at least one lead in the prior twelve months at any given time.

"Commission Report" means a monthly report that is emailed to you with your commissions payable for each customer transaction.

"Commission" means an amount described in the Commission Report for each Customer Transaction.

"Customer" means the authorized actual TruckTabs user who has purchased or signed up for TruckTabs products or services 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 subscriptions, as further described in the Customer Transactions section.

"We", "us", and “our” means TruckTabs.

“You” and “Affiliate” means the party, other than TruckTabs, entering into this Agreement and participating in the Affiliate Program.

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

3. Affiliate Acceptance

You will comply with the terms and conditions of this Agreement at all times.

4. Customer Transactions

A. Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Lead Report 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 Commission Report 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.

B. Eligibility. To be eligible for Commission an Affiliate Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section, and a Customer Transaction must have occurred. You are not eligible to receive Commission or any other compensation from us (i) based on any other transactions or activity outside the scope of what constites a Customer Transaction in this Agreement, (ii) if such compensation is disallowed or limited by federal, state, or local law or regulation in the United States or regulations in your jurisdiction, (iii) if the applicable customer objects to or prohibits such compensation or excludes such compensation from its payments to us or TruckTabs Affiliates, (iv) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (v) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, or in violation of any of the terms of this Agreement.

C. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and that are accepted by TruckTabs. An Affiliate lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potentential customer, and (ii) is not, at the time of submission or sixty (60) days prior, one of the our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not make a purchase within 90 days of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to make a purchase after the time period has expired. An Affiliate Lead is not considered valid if it's first click on the Affiliate Link is after this Agreement has expired or terminated. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between TruckTabs and an Affiliate Lead will be at TruckTabs’s discretion.

D. Commission and Payment. In order to receive payment under this Agreement, you must have (i) agreed to the terms of this Agreement, (ii) completed all steps necessary to create your account in the Affiliate Dashboard in accordance with our directions, (iii) have valid and up-to-date address and bank account information to receive such payment, and (v) have completed any and all required tax documentation in order to process any payments that may be owed to you.

E. 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(D) above remain outstanding for six (6) 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 4(D) above, 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.

F. Commission Payment. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction except for those outlined in the Commission Schedule below (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.

G. Commission Schedule. We will pay to you on the first (1st) of each month, if you are an Active Affiliate, by means of ACH direct deposit, a fixed percentage of our fees collected for each valid Customer Transaction that occured in the prior month on your eligeable Affiliate Leads until their expiration as follows:

Permit Services is currently the only active product for the TruckTabs Marketing Affiliate Program.

An Active Affiliate means an agreement that remains in force and is an affiliate who has produced at least one lead in the prior twelve months at any given time.

5. Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Dashboard, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

6. Proprietary Rights

No license to any software is granted by this Agreement. TruckTabs Products are protected by intellectual property laws. TruckTabs Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the TruckTabs Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on TruckTabs software, web applications, and other content, in whole or in part, by any means, except as expressly authorized in writing by us. TruckTabs, all of its designs and logos, and other marks that we use from time to time are our trademarks 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 partners to comment on the TruckTabs 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 TruckTabs Products, without payment to you.

7. Confidentiality

The term "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other pary ("Receiving Party"), (i) whether orally or in writing, that is designated as confidential, and (ii) TruckTabs 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.

8. 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.

9. Term and Termination

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

B. Termination Without Cause. Either party may terminate this Agreement at any time and for any reason upon fifteen (15) days written notice to the other party.

C. Termination for Cause. We may terminate this agreement immediately for any material breach of this Agreement. We may, at our sole discretion, provide you with advance notice of termination due to a breach of this Agreement and allow for a specified period of time for the breach to be remedied.

D. Effect of Termination. Termination of this Agreement (i) without cause by us, or (ii) with or without cause by you, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days of such termination.

10. 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 TruckTabs with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements.

You 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 TruckTabs Affiliate on any website(s) you own where you make an Affiliate Link available), (ii) you will accurately provide in the Affiliate Dashboard 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 TruckTab'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, and (v) you will not attempt to mask the referring URL information.

11. 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.

12. Disclaimer of Warranties

A. 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 TRUCKTABS PRODUCTS, TRUCKTABS 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 TRUCKTABS 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 TRUCKTABS PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

B. 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.

C. Limitations 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.

D. Affiliate Dashboard. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

13. Governing law

These Terms shall be governed and construed in accordance with the laws of Oregon, without regard to its conflict of law provisions.

14. Entire Agreement

These Terms constitute the entire agreement between you and TruckTabs with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. Our past, present, and future affiliates and agents can invoke our rights under this agreement in the event they become involved in a dispute with you. Otherwise, these Terms do not give rights to any third parties.

15. Waiver, Severability & Assignment

TruckTabs failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. TruckTabs may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

16. Modifications

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

17. Notices

Notices may be sent electronically to the following:

To TruckTabs: team@trucktabs.com

To you: The email address you provide in your registration for the Affiliate Program.