Akkadu Marketing Affiliate Program Agreement

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us, Akkadu ("Akkadu"), the company that owns the Akkadu products and services. This contract 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.

This Marketing Affiliate Program Agreement contains the terms that apply to your participation in our Marketing Affiliate Program (the “Affiliate Program”), and we cannot have you participate in our Affiliate Program unless you agree to this Agreement.

We periodically update these terms. We might also choose to replace these terms entirely 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 notification via email or your Affiliate Program Dashboard. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

 
  1. INTRODUCTION

      2. This Marketing Affiliate Program Agreement (the “Agreement”) governs the terms and conditions of your participation as an affiliate in the Akkadu Affiliate Program (the “Affiliate Program”). By applying to and participating in the Affiliate Program, you agree to be bound by all the terms and conditions set forth in this Agreement.

      The Affiliate Program is designed to reward individuals and businesses (our “Affiliates”) who promote Akkadu and refer new paying users to our services using a unique affiliate code provided to them upon acceptance into the program. Affiliates earn a commission on the subscription fees paid by these referred users, subject to the terms and conditions outlined herein.

      Akkadu reserves the sole right and discretion to determine eligibility for participation in the Affiliate Program and to modify, suspend, or terminate the Affiliate Program or this Agreement at any time, with or without notice, as provided herein. Your continued participation in the Affiliate Program following any such modifications constitutes your acceptance of the revised Agreement.

       
  1. DEFINITIONS

      2. In this Agreement, the following terms shall have the meanings set forth below:

      2.1 “Affiliate Program” means the marketing affiliate program specified on our website and operated by us under the terms and conditions stipulated within this Agreement.

      2.2 “Agreement” means this Marketing Affiliate Program Agreement and all materials referred to or linked within it.

      2.3 “Akkadu Account” means a registered Akkadu affiliate account accessible via a link provided upon acceptance into the Affiliate Program.

      2.4 “Akkadu Platform” means the platform operated by Akkadu which provides language learning and translation services, and other related features.

      2.5 “Akkadu Services” means the various language learning, translation, and other related services offered for sale by us and specified on our website.

      2.6 “Akkadu Trademarks” means the trademarks, trade names, and designations owned or licensed by Akkadu.

      2.7 “Commission” means the percentage of eligible subscription fees paid to the Affiliate for referred Unique Paying Users, as specified in Section 7 of this Agreement.

      2.8 “Minimum Payout Threshold” means the minimum amount of accrued Commissions an Affiliate must have before being eligible for payout, as specified in Section 7 of this Agreement.

      2.9 “Unique Affiliate Code” means the unique alphanumeric code assigned to the Affiliate by Akkadu, which End Users must use during registration for their activity to be tracked and attributed to the Affiliate.

      2.10 “Unique Paying User” means a new and distinct individual or entity that: (i) registers for Akkadu Services using the Affiliate’s Unique Affiliate Code; (ii) purchases a paid subscription for Akkadu Services; and (iii) maintains an active paid subscription for at least the minimum period specified by Akkadu (if any), with distinct payment information, and without any indication of direct or indirect association with the Affiliate, as determined by Akkadu in its sole discretion. For the avoidance of doubt, self-referrals are not considered Unique Paying Users.

      2.11 “End User” means an individual or entity that registers for and uses the Akkadu Services.

      2.12 “Intellectual Property Rights” means all rights, title, and interest in and to any and all forms of intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, and other proprietary rights.

      2.13 “Party” means Akkadu or the Affiliate, as the case may be (collectively, the “Parties”).

      2.14 “Referred User” means an End User who registers for Akkadu Services using the Affiliate’s Unique Affiliate Code.

      2.15 “Subscription Fees” means the fees paid by End Users for their subscription to Akkadu Services.

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

      2.17 “We,” “us,” and “our” mean Akkadu.

 
  1. GENERAL RULES OF THE AFFILIATE PROGRAM

      2. 3.1. Affiliate Code: Upon acceptance into the Affiliate Program, Akkadu will provide you with a Unique Affiliate Code. This code is the sole mechanism for tracking Referred Users and attributing their subscriptions and pay-as-you-go purchases to your Affiliate Account. You are responsible for ensuring that Referred Users accurately use your Unique Affiliate Code during the Akkadu Services registration process.

      3.2. Promotion of Akkadu Services: As an Affiliate, you are permitted to promote Akkadu Services online through various means, such as websites, blogs, social media, and other online channels (collectively, “Online Promotion”). It is your responsibility to ensure that all Online Promotion activities comply with this Agreement and all applicable laws and regulations.

      3.3. Referred User Subscription: For you to earn a Commission, a Referred User must: (i) register for Akkadu Services using your Unique Affiliate Code; and (ii) upgrade their account to a paid subscription of the Akkadu Services and pay the applicable Subscription Fees to us.

      3.4. No Employment or Agency Relationship: Nothing in this Agreement shall be construed to create any relationship of employer and employee, principal and agent, franchisor and franchisee, joint venturers, or corporate partnership between Akkadu and the Affiliate. You have no authority to make or accept any offers or representations on our behalf.

      3.5. Authorized Services: The Akkadu Services, as specified on our website, are the only services authorized for promotion under this Agreement. We reserve the right to add or remove services eligible for promotion at any time, at our sole discretion, without liability to you.

      3.6. Right to Reject End Users: Akkadu reserves the right, in its sole discretion, to reject any individual or entity from becoming an End User, even if they have used your Unique Affiliate Code during registration.

      3.7. Affiliate Account Dashboard: You will be granted access to an Affiliate Account Dashboard where you can track the number of sign-ups using your Unique Affiliate Code, your estimated and paid Commissions, and other relevant performance data. The information displayed on the dashboard is an estimate and the final Commission amounts are subject to verification and compliance with this Agreement.

       
  1. AFFILIATE'S OBLIGATIONS AND PERFORMANCE

      2. 4.1. Maintaining Your Online Presence: You are solely responsible for developing, operating, and maintaining your online presence(s), including but not limited to websites, social media profiles, and email lists, and for ensuring that they comply with all terms of this Agreement.

      4.2. Compliance with Laws and Regulations: You shall at all times comply with all applicable laws, rules, regulations, and industry best practices in your promotion of Akkadu Services. This includes, but is not limited to, laws related to advertising, data privacy, and export controls. You will not promote Akkadu Services in any manner that violates these laws or regulations.

      4.3. Privacy Policy: If you operate a website or other online platform where you promote Akkadu, you must prominently display and maintain a clear and comprehensive privacy policy that accurately describes how user information is collected, used, and disclosed, including the use of cookies and tracking technologies.

      4.4. No Authority to Bind Akkadu: You are not authorized to negotiate or enter into any contracts, agreements, or commitments on behalf of Akkadu or to make any warranties or representations concerning Akkadu Services beyond those expressly authorized in writing by us or published on our official website.

      4.5. Brand Protection: You shall not market, advertise, or promote Akkadu Services in any way that could negatively impact the image, credibility, or reputation of Akkadu. You will avoid any misleading, unethical, or offensive promotional practices.

      4.6. Prohibited Promotional Activities: You are strictly prohibited from engaging in the following activities: a. Distributing unsolicited bulk emails or spam containing your Unique Affiliate Code or any mention of Akkadu. b. Using your Unique Affiliate Code in connection with coupon or discount websites or systems where the primary intent is to obtain discounts rather than refer genuine new users. c. Promoting Akkadu or your Unique Affiliate Code through postings to non-commercial newsgroups or cross-posting to multiple newsgroups. d. Employing advertising methods that conceal or misrepresent your identity. e. Using the keyword "Akkadu" or any Akkadu Trademarks in online ad campaigns (including but not limited to metadata or search-based advertising like Google Ads) without our prior written consent.

      4.7. Email Marketing: Any email marketing activities undertaken by you must only be directed to recipients who have expressly consented to receive such communications from you.

      4.8. Accurate Representations: You shall not make any false, misleading, or deceptive statements regarding Akkadu, Akkadu Services, or their features and specifications. You should only rely on information officially provided or approved in writing by Akkadu.

      4.9. Monitoring by Akkadu: Akkadu reserves the right to monitor your online presence and promotional activities at any time to ensure compliance with this Agreement. We may, at our sole discretion, request changes to your promotional methods or terminate this Agreement if we find any violations.

       
  1. AFFILIATE REPRESENTATIONS AND WARRANTIES

      2. You hereby represent and warrant to Akkadu that:

      5.1. Independent Contractor Status: You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Akkadu. You are solely responsible for all your expenses, taxes, and other obligations arising from your participation in the Affiliate Program.

      5.2. Authority and Capacity: You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations hereunder.

      5.3. Lawful Conduct: Your participation in the Affiliate Program and your promotion of Akkadu Services will be conducted in a lawful and ethical manner, and you will comply with all applicable laws, rules, and regulations.

      5.4. Accuracy of Information: All information you provide to Akkadu during the application process and throughout your participation in the Affiliate Program is and will remain true, accurate, and complete. You will promptly notify Akkadu of any changes to this information.

      5.5. No Infringement: Your promotional activities will not infringe upon the Intellectual Property Rights or any other rights of any third party, including Akkadu.

      5.6. Website Content (if applicable): If you use a website to promote Akkadu, you represent and warrant that your website: a. Does not contain any material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory. b. Does not promote violence or illegal activities. c. Does not violate the rights of any third party. d. Clearly and conspicuously displays a privacy policy as required by Section 4.3 of this Agreement. e. Does not create the impression that you are endorsed by, affiliated with, or officially connected to Akkadu in any way that is false or misleading.

      5.7. No Conflicting Agreements: You represent and warrant that you are not currently bound by any agreement or obligation that would conflict with your ability to comply with the terms of this Agreement.

      5.8. Employee Compliance: If you are an entity, you warrant that you will take reasonable steps to ensure that your employees and contractors who participate in the Affiliate Program on your behalf comply with the terms of this Agreement.

      5.9. No Self-Dealing as Employee: You represent and warrant that if you are an employee or contractor of Akkadu or any of its affiliates, you will not participate in the Affiliate Program for the benefit of your own accounts or accounts you directly or indirectly control, unless explicitly authorized in writing by Akkadu.

       
  1. AKKADU TRADEMARK LICENSE - BRANDING

      2. 6.1. Limited License: Akkadu hereby grants to you a non-exclusive, non-transferable, revocable, limited license during the term of this Agreement to use the Akkadu Trademarks solely for the purpose of Online Promotion of Akkadu Services in accordance with the terms of this Agreement and any branding guidelines that Akkadu may provide to you from time to time.

      6.2. Scope of Use: You are only permitted to use the Akkadu Trademarks in the specific formats and manners expressly approved in writing by Akkadu or as outlined in our official branding guidelines. You shall not alter, modify, or misrepresent the Akkadu Trademarks in any way.

      6.3. Ownership: You acknowledge and agree that all right, title, and interest in and to the Akkadu Trademarks remain the sole and exclusive property of Akkadu. Nothing in this Agreement grants you any ownership rights in the Akkadu Trademarks.

      6.4. No Registration: You shall not, and shall not attempt to, register any trade name, trademark, service mark, domain name, social media handle, or any other identifier that incorporates, is confusingly similar to, or is derived from any Akkadu Trademarks.

      6.5. Compliance with Guidelines: You agree to comply with any and all branding guidelines provided by Akkadu regarding the use of the Akkadu Trademarks, including but not limited to guidelines on logo usage, color schemes, and messaging. Akkadu reserves the right to update these guidelines at any time.

      6.6. Revocation of License: Akkadu reserves the right to revoke this trademark license at any time, with or without cause, upon written notice to you. Upon revocation or termination of this Agreement, you shall immediately cease all use of the Akkadu Trademarks.

      6.7. No Sublicense: You are not permitted to sublicense the right to use the Akkadu Trademarks to any third party.

      6.8. Goodwill: Any goodwill generated through your use of the Akkadu Trademarks shall inure solely to the benefit of Akkadu. You shall not take any action that could diminish the value or goodwill associated with the Akkadu Trademarks.

       
  1. COMMISSIONS AND PAYMENT

      2. 7.1. Commission Rate: Subject to the terms and conditions of this Agreement, for each Unique Paying User you refer to Akkadu using your Unique Affiliate Code, you will earn a Commission equal to 20% of the total Subscription Fees paid by that Unique Paying User within the first 12 months from their initial paid subscription date. The specific Commission rate is subject to change, and Akkadu will notify you in writing of any such changes.

      7.2. Eligible Subscription Fees: Commissions are calculated on the total amount of fees paid by the Unique Paying User for Akkadu Services, whether those fees are for monthly subscriptions, pay-as-you-go credits, or any other form of payment for Akkadu Services, within the first 12 months of their paid subscription.

      7.3. Commission Tracking: Commission accruals will be tracked through the use of your Unique Affiliate Code. It is your responsibility to ensure Referred Users use your code correctly during registration. Commissions will be reflected in your Affiliate Account Dashboard, typically within 5 days after the end of the month in which the Subscription Fees were paid by the Unique Paying User. These figures are estimates and subject to verification.

      7.3. Commission Tracking: Commission accruals will be tracked through the use of your Unique Affiliate Code. It is your responsibility to ensure Referred Users use your code correctly during registration. Commissions will be reflected in your Affiliate Account Dashboard, typically within 5 days after the end of the month in which the Subscription Fees were paid by the Unique Paying User. These figures are estimates and subject to verification.

      7.4. Minimum Requirements for Payout: To be eligible for a Commission payout, you must meet the following minimum requirements: a. You must have referred at least 3 Unique Paying Users who have made payments for Akkadu Services. b. Your total accrued Commissions must equal or exceed the Minimum Payout Threshold of USD 100. c. You must have provided Akkadu with valid and accurate payment information as requested. d. You must be in full compliance with all terms and conditions of this Agreement.

      7.5. Payout Schedule: Provided the minimum requirements in Section 7.4 are met, Akkadu will process Commission payouts on a monthly basis, typically within 5 days after the end of the relevant month. The specific payout date may vary.

      7.6. Payment Method: Commissions will be paid to you via Wise. You are responsible for ensuring your payment information is accurate and up-to-date. Akkadu is not responsible for any delays or errors in payment due to incorrect payment information provided by you. Transaction fees or other charges imposed by the payment processor may be deducted from your payout.

      7.7. Taxes: You are solely responsible for the payment of all taxes applicable to the Commissions you receive under this Agreement. Akkadu may be required by law to withhold certain taxes, and any such withholding will be deducted from your payout. It is your responsibility to provide Akkadu with any necessary tax identification information.

      7.8. Right to Withhold Payment: Akkadu reserves the right to withhold Commission payments if we suspect any fraudulent activity, self-referral abuse, violation of this Agreement, or if required by applicable law or legal process.

      7.9. Clawback: In the event of a refund, chargeback, or other reversal of payment by a Referred User within 30 days of their initial payment (a “Clawback”), any Commissions paid to you on those fees may be deducted from future Commission payments or require immediate repayment from you to Akkadu.

      7.10. Termination of Agreement: Upon termination of this Agreement for any reason, you will only be eligible to receive Commissions that have accrued and met the Minimum Payout Threshold prior to the effective date of termination. Akkadu will process these final payments within a reasonable timeframe following the termination date. No further Commissions will be earned for referrals or subsequent payments made by Referred Users after the termination date.

       
  1. PROHIBITED SELF-REFERRAL AND DISCOUNT ABUSE

      2. 8.1. Strict Prohibition of Self-Referral: You are strictly prohibited from referring yourself or any accounts that you directly or indirectly control for the purpose of earning Commissions. This includes, but is not limited to, using different email addresses, payment information, or other identifying details to create multiple accounts that you benefit from.

      8.2. Definition of Self-Referral: For the purposes of this Agreement, "self-referral" includes any referral where the Affiliate is the primary beneficiary of the Akkadu Services subscription. This includes, but is not limited to: a. Subscribing to Akkadu Services through your own Unique Affiliate Code. b. Encouraging or facilitating others to subscribe through your Unique Affiliate Code with the primary intention of providing you with a discount or financial benefit. c. Creating multiple accounts under different names but with payment information, contact details, or other identifying factors that link them to you.

      8.3. No Commissions on Self-Referrals: Commissions will not be paid on any referrals that Akkadu, in its sole discretion, determines to be self-referrals. Akkadu reserves the right to investigate any referrals and withhold or reverse Commissions if self-referral activity is suspected.

      8.4. Prohibition of Discount Abuse: You shall not promote Akkadu Services or your Unique Affiliate Code in a manner that encourages or facilitates the abuse of the Affiliate Program for obtaining discounts on Akkadu Services for yourself or others. This includes, but is not limited to: a. Creating websites or campaigns with the primary goal of generating sign-ups through your own affiliate code for personal benefit. b. Offering cash-back, rebates, or other incentives directly from your Commission to Referred Users (this undermines the purpose of the program). c. Engaging in any activity that Akkadu deems to be an attempt to circumvent the spirit and intent of the Affiliate Program.

      8.5. Consequences of Violation: Engaging in self-referral or discount abuse is a material breach of this Agreement and may result in the following consequences, at Akkadu’s sole discretion: a. Withholding of all pending Commission payments. b. Reversal of any Commissions already paid on the abusive referrals. c. Immediate termination of this Agreement. d. Legal action to recover any fraudulently obtained Commissions or damages incurred by Akkadu.

      8.6. Right to Identify Related Accounts: Akkadu reserves the right to use various methods and information, including but not limited to IP addresses, payment details, device information, and user behavior patterns, to identify accounts that may be associated with you and determine if self-referral or discount abuse has occurred.

       
  1. MONITORING AND AUDIT RIGHTS

      2. 9.1. Ongoing Monitoring: Akkadu reserves the right to continuously monitor your participation in the Affiliate Program and your promotional activities to ensure compliance with all terms and conditions of this Agreement. This monitoring may include, but is not limited to, reviewing your website(s), social media profiles, advertising campaigns, and the registration and payment activity of your Referred Users.

      9.2. Right to Audit Referrals: Akkadu has the right to audit any and all referrals generated through your Unique Affiliate Code. This includes the right to examine the registration details, payment information, usage patterns, and any other data associated with Referred Users to verify their legitimacy as Unique Paying Users and to identify any potential instances of self-referral, discount abuse, or other violations of this Agreement.

      9.3. Request for Information: As part of our monitoring and audit process, Akkadu may, at any time, request additional information from you regarding your promotional methods, the sources of your referrals, and your relationship with Referred Users. You agree to provide such information promptly and truthfully. Failure to provide the requested information may be considered a breach of this Agreement.

      9.4. Verification of Compliance: Akkadu’s monitoring and audit rights extend to verifying your compliance with all aspects of this Agreement, including but not limited to your adherence to branding guidelines, your representations and warranties, and your obligations regarding prohibited activities.

      9.5. Tools and Technologies: Akkadu may utilize various tools and technologies to assist in the monitoring and auditing process, including but not limited to tracking software, fraud detection algorithms, and manual review.

      9.6. Discretion in Findings: The determination of whether a referral constitutes a Unique Paying User, whether self-referral or discount abuse has occurred, or whether there has been any other violation of this Agreement shall be made by Akkadu in its sole and reasonable discretion, based on the information available to us.

      9.7. Consequences of Audit Findings: If, as a result of our monitoring or audit, Akkadu determines that you have violated this Agreement, engaged in prohibited activities, or that referred users do not qualify as Unique Paying Users, Akkadu may take any of the actions outlined in this Agreement, including but not limited to withholding or reversing Commissions, suspending your participation in the Affiliate Program, or terminating this Agreement.

      9.8. No Guarantee of Payment: Our monitoring and auditing activities are in place to ensure the integrity of the Affiliate Program. The appearance of accrued Commissions in your Affiliate Account Dashboard does not guarantee payment until the referrals have been verified as legitimate Unique Paying Users and all other terms of this Agreement have been met.

       
  1. TERM AND TERMINATION

      2. 10.1. Term of Agreement: This Agreement shall commence on the date of Akkadu’s approval of your application to the Affiliate Program and shall continue until terminated in accordance with the terms herein.

      10.2. Termination by Affiliate: You may terminate this Agreement at any time, with or without cause, by providing Akkadu with 5 days written notice of your intention to terminate.

      10.3. Termination by Akkadu: Akkadu reserves the right to terminate this Agreement at any time, with or without cause, by providing you with 20 days written notice.

      10.4. Immediate Termination by Akkadu for Cause: Akkadu may terminate this Agreement immediately upon written notice to you if any of the following occur: a. You breach any material term or condition of this Agreement, including but not limited to engaging in prohibited activities as outlined in Section 4 and Section 8, or violating your representations and warranties in Section 5. b. Akkadu determines, in its sole discretion, that you are engaging in fraudulent activity, self-referral abuse, or any other conduct that could harm the integrity or reputation of Akkadu or the Affiliate Program. c. You become insolvent, file for bankruptcy, or are subject to any similar legal proceedings. d. Akkadu is required to do so by law or legal process.

      10.5. Effect of Termination: Upon the termination of this Agreement for any reason: a. You shall immediately cease all promotion of Akkadu Services and discontinue all use of your Unique Affiliate Code and any Akkadu Trademarks. b. Any licenses granted to you under this Agreement shall immediately terminate. c. As outlined in Section 7.10, you will only be eligible to receive accrued and qualified Commissions that were earned prior to the effective date of termination and have met the Minimum Payout Threshold. Akkadu will process these final payments within a reasonable timeframe. d. Akkadu shall have no further obligation to pay you any future Commissions. e. Sections 2 (Definitions), 5 (Affiliate Representations and Warranties), 6.3 (Ownership of Trademarks), 8 (Prohibited Self-Referral and Discount Abuse), 9 (Monitoring and Audit Rights), 11 (Indemnity), 12 (Limitation of Liability), and 13 (Governing Law and Jurisdiction) and any other provisions that by their nature are intended to survive termination shall continue in full force and effect after the termination of this Agreement.

      10.6. No Liability for Termination: Akkadu shall not be liable to you for any damages, losses, or expenses incurred as a result of the termination of this Agreement, regardless of the reason for termination.

       
  1. INDEMNITY

      2. You agree to indemnify, defend, and hold harmless Akkadu and its affiliates, subsidiaries, directors, officers, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to:

      11.1. Your Breach of Agreement: Any breach by you of any representation, warranty, covenant, or obligation contained in this Agreement.

      11.2. Your Promotional Activities: Your promotional activities related to Akkadu Services, including but not limited to the content of your websites, social media posts, email communications, and other marketing materials.

      11.3. Infringement of Third-Party Rights: Any claim that your promotional activities or your use of the Akkadu Trademarks (outside the scope of the license granted herein) infringe upon the Intellectual Property Rights or any other rights of any third party.

      11.4. Your Negligence or Willful Misconduct: Your negligence or willful misconduct in connection with your participation in the Affiliate Program.

      11.5. Misleading Representations: Any false, misleading, or unauthorized representations you make about Akkadu or Akkadu Services.

      11.6. Failure to Comply with Laws: Your failure to comply with any applicable laws, rules, or regulations in your promotion of Akkadu Services.

      11.7. Self-Referral or Discount Abuse: Any Losses arising from or related to your engagement in prohibited self-referral or discount abuse activities as outlined in Section 8 of this Agreement.

      Your Obligations:

      In the event of any claim subject to indemnification under this Section, you agree to:

      a. Promptly notify Akkadu in writing of the claim. b. Cooperate fully with Akkadu in the defense, settlement, or other resolution of the claim. c. Assume control of the defense and settlement of the claim (provided that you shall not settle any claim without Akkadu’s prior written consent, which shall not be unreasonably withheld). d. Reimburse Akkadu for all Losses incurred in connection with the claim, including reasonable attorneys’ fees and costs.

      Akkadu’s Right to Participate:

      Akkadu reserves the right to participate in the defense of any claim subject to indemnification at its own expense with counsel of its own choosing.

       
  1. LIMITATION OF LIABILITY

      2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AKKADU SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, EVEN IF AKKADU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

      NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, AKKADU’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS ACTUALLY PAID TO YOU BY AKKADU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

      THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AKKADU AND YOU. YOU ACKNOWLEDGE AND AGREE THAT AKKADU WOULD NOT BE ABLE TO PROVIDE THE AFFILIATE PROGRAM ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

      SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY. IN SUCH CASES, AKKADU’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

       
  1. GOVERNING LAW AND JURISDICTION

      2. 13.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA without regard to its conflict of laws principles.

      13.2. Jurisdiction: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be exclusively brought in the federal or state courts located in San Francisco, California, USA, and each Party irrevocably submits to the personal jurisdiction of such courts in any such suit, action, or proceeding.

      13.3. Waiver of Forum Non Conveniens: Each Party irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any court referred to in Section 13.2, and any claim that any such suit, action, or proceeding has been brought in an inconvenient forum.

      13.4. Language: The governing language of this Agreement is English. Any translation of this Agreement is provided for convenience only, and in the event of any discrepancy between the English version and any translated version, the English version shall prevail.

       
  1. FINAL PROVISIONS

      2. 14.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the Parties with respect to such subject matter.

      14.2. Amendments: This Agreement may only be amended, modified, or supplemented by a written instrument signed by duly authorized representatives of both Parties.

      14.3. Waiver: No waiver by either Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any waiver must be in writing and signed by the waiving Party to be effective.

      14.4. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall continue in full force and effect.

      14.5. Notices: All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, (c) sent by reputable overnight courier service, or (d) sent by email (with confirmation of receipt), to the addresses provided by each Party during the Affiliate Program application process (for notices to you) and to contact@akkadu-team.com (for notices to Akkadu), or to such other address as either Party may designate in writing from time to time.

      14.6. Assignment: You may not assign your rights or obligations under this Agreement, in whole or in part, without the prior written consent of Akkadu, which may be withheld in its sole discretion. Akkadu may assign its rights and obligations under this Agreement, in whole or in part, without your consent.

      14.7. No Third-Party Beneficiaries: Nothing in this Agreement is intended to confer upon any third party any rights, remedies, obligations, or liabilities.

      14.8. Headings: The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation of the provisions of this Agreement.

      14.9. Electronic Agreement: By submitting your application to the Affiliate Program and indicating your acceptance of these terms, you acknowledge and agree that this Agreement may be entered into electronically and shall have the same force and effect as a written document signed by hand.