PLEASE READ THIS AGREEMENT CAREFULLY BEFORE APPLYING FOR INCLUSION IN THE BENTO TECHNOLOGIES, INC. d/b/a BENTO FOR BUSINESS (“BENTO FOR BUSINESS”) AFFILIATE MARKETING PROGRAM (“AFFILIATE MARKETING PROGRAM”). BY SUBMITTING THIS APPLICATION AND PARTICIPATING IN THE AFFILIATE MARKETING PROGRAM, YOU AND THE COMPANY YOU REPRESENT (“AFFILIATE”) AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS HEREUNDER, THEN YOU MAY NOT APPLY, OR PARTICIPATE IN, THE AFFILIATE MARKETING PROGRAM. BENTO FOR BUSINESS’S ACCEPTANCE OF YOUR APPLICATION AND INCLUSION IN THE AFFILIATE MARKETING PROGRAM IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY BENTO FOR BUSINESS, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

1.  Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Bento for Business’s Affiliate Marketing Program. The purpose of this Agreement is to allow linking between your website and the Bento for Business website. Please note that throughout this Agreement, “we,” “us,” and “our” will mean Bento for Business, and “you,” “your,” and “yours” will mean you, the Affiliate.

2.  As an Affiliate: What You Have to Do:

(a) Link to Our Website:

(i) As a member of Bento for Business’s Affiliate Marketing Program, you will be provided a dedicated account manager who will provide you with information relating to your account, including your unique code that will enable you to link your website to particular pages within the Bento for Business website (“Link Code”) and, if applicable, graphics that we have made available for use in your website (“Link Graphics”).  In order for us to accurately keep track of guest visits from your website to ours, you must use the Link Code that we provide. In addition, you must comply with the requirements set forth in the Bento for Business Affiliate Marketing Program Standards & Practices Guidelines (the “Guidelines”) (attached hereto as Exhibit A) and Bento for Business Trademarks (attached hereto as Exhibit B). All editorial content must strictly abide by the requirements set forth in Exhibit A and Exhibit B.

(ii) We have the right to monitor your website as we deem necessary to make sure that your links to our website are appropriate and to notify you of any changes that we feel should be made. Any failure by you to use our Link Code or Link Graphics or to comply with the Guidelines, or to follow our instructions in their use, or attempt to modify the Link Code or Link Graphics will be a violation of this Agreement and grounds for termination.

(iii) You shall not seek to solicit end users by representing that you can maintain or accept applications on behalf of Bento for Business.  Except as expressly provided herein, you shall refrain from any activities that could be reasonably construed as you acting as a Bento for Business representative, agent or spokesperson.

(b) Give Us Your Full Cooperation: You agree to cooperate with us fully to establish and maintain any links between the Bento for Business website and your website. If we update the Graphic code or the Link Code, we will provide you with such updated Graphic code and/or Link Code and you will need to replace the old graphics and links respectively with the new ones.

(c) Maintain Your Site: The maintenance and the updating of your website will be your responsibility. Because you are a member of Bento for Business’s Affiliate Marketing Program and the information within Bento for Business is updated often, it will be necessary for you to update the content of your website on a regular basis to maintain consistency and accuracy between the Bento for Business website and your website. We may monitor your website as we feel necessary to make sure it is up-to-date and to notify you of any changes we feel should be made.

(d)  Follow All Copyright Laws: It is entirely your responsibility to follow all applicable copyright and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible if you use another person’s copyrighted material in violation of the law.

3.  As an Affiliate: What You Need to Know and Understand

(a) We Can Monitor Your Site: You give us the right to monitor your website at any time to determine if in our sole discretion your website is unsuitable for the Affiliate Marketing Program or to ensure that you are following the terms and conditions of this Agreement, and to notify you of any changes we feel you should make to remain in compliance. Failure to comply is a violation of this Agreement and grounds for termination. Unsuitable websites include, without limitation, those that in our sole discretion contain content that:

(i)  Promotes pornography, X-rated, or sexually explicit materials;

(ii)  Promotes gambling or the use of illegal substances, or other illegal activities;

(iii) Is otherwise considered offensive;

(iv) Is disparaging, defamatory or libelous;

(v)  Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(vi) Promotes violence or contains hate speech;

(vii)  Is aesthetically unpleasing;

(viii)  Is targeted toward students;

(ix) Is primarily directed towards or intended for children under 18 years of age; or

(x)  May conflict with or violate any law or any intellectual property or other rights of any person or entity.

(b)  We Determine the Policies for the Purchases: End users who purchase products through Bento for Business’s Affiliate Marketing Program will be considered customers of Bento for Business. All our rules, policies, and operating procedures concerning customer orders and customer service will apply to those customers. We may change our policies and operating procedures at any time.

(c)  You Cannot Send Out Publicity Without Our Consent: You may not create, publish, distribute, or permit any written or electronically transmitted publicity material that makes reference to us without first submitting the material to us and receiving our consent.

(d)  Starting Date of this Agreement: This Agreement will begin upon our acceptance of your Affiliate application.

(e)  How this Agreement can be Ended: Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax.

(f)  We Can Modify this Agreement: We may modify any of the terms and conditions in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on https://bentoforbusiness.com/partnerships/affiliate-partners/agreement/. Modifications may include, but are not limited to, changes in the scope of Affiliate Fees, payment procedures, and Bento for Business’s Affiliate Marketing Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Bento for Business’s Affiliate Marketing Program following the posting of the change notice or new agreement on our site will indicate your agreement to the changes.

4.  As an Affiliate: What You Receive

(a)  You Earn Affiliate Fees: Except in states in which such a transaction is not permitted, you are eligible to earn affiliate fees during the term of this Agreement. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. The exact amount of fees due to you in any given month will be calculated in the following manner:

(i)  For all new accounts that (i) are created by end users linking from your website through the Link Code and (ii) have been approved by Bento for Business (such account, an “Approved Account”), Bento for Business will pay you $30 (“Approved Account Fee”). Only sales made during the same session in which an end user links through the Link Code from your website will qualify. Final determination as to whether to approve an end user is at our sole determination.

(ii)  For each Approved Account that spends $100 or more within the first thirty (30) days of account approval, Bento for Business will pay you $70 (“Spend Account Fee” and together with the Approved Account Fee, the “Affiliate Fee”).

(iii) You acknowledge that there may be discrepancies in matching end users to Approved Accounts. For example, we are currently unable to track applications involving end users with browsers set to disable “cookies” and who browse other websites before completing their Bento for Business application. You acknowledge that such discrepancies will not constitute a breach of this Agreement and you will have no recourse for damages suffered as a result of such discrepancies.

(iv)  Payment of your Affiliate Fee, less Reversed Transactions (regardless of when the basis for the Reversed transactions actually occurred) will be made on a monthly calendar basis, but only if your unpaid, cumulative monthly Affiliate Fee earnings exceed $1,000. If your unpaid, cumulative monthly Affiliate Fee earnings are less than $1,000, they will be rolled to the following month. If this Agreement terminates, any Affiliate Fee due at the time of termination will be paid at the end of the month following termination. “Reversed Transaction” means that the transaction is not eligible for a payment by Bento for Business due to one or more of the following circumstances: (a) verified account cancellation; (b) duplicate entry or other clear error; (c) non-bona fide transactions (e.g., promoting Bento for Business in a way that misleads an end user and/or causes transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames); (d) another failure by you (as applicable) to comply with the Agreement; (e) with respect to Approved Accounts, non-receipt of payment from, or refund of payment to, the end user; (f) the Affiliate is not the last entity to refer such end user to Bento for Business before an application is completed; or (g) the transaction gets charged to another Bento for Business channel, in which case Bento for Business shall reconcile cross-account approvals.

(v)  If we determine that payment of Affiliate Fees to you in any jurisdiction is illegal under any laws, then we may reserve the right to not pay Affiliate Fees for any sales made in that jurisdiction.

5.  Grant of Licenses

(a)  Subject to all the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, revocable right to: (i) grant your end users access to our website solely through the Link Code and (ii) solely in connection with such activities, to use the Link Code, and if applicable, Link Graphics. You may not alter, modify, or change the Link Code or Link Graphics in any way. You are only entitled to use the Link Code and Link Graphics to the extent that you are a member in good standing of Bento for Business’s Affiliate Marketing Program.

(b)  You grant to us a non-exclusive, non-transferable, revocable right to use your names, titles, and logos in the advertising, marketing, promoting, and publicizing in any manner of our rights under this Agreement. However, we are under no obligation to so advertise, market, promote, or publicize.

(c)   Each party agrees not to use the other’s proprietary materials in any manner that is disparaging or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Either party may revoke this license at any time by giving the other party written notice. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

6.  As An Affiliate: More Things You Need To Know and Understand

(a)  Disclaimer: WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BENTO FOR BUSINESS OR BENTO FOR BUSINESS’S SERVICES. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEB SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

(b)  Representations and Warranties: You represent and warrant to us that:

(i)  This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

(ii)  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 under this Agreement, without the approval or consent of any other party;

(iii) You have sufficient right, title, and interest in and to the rights granted to us in this Agreement; and

(iv) You shall comply with, and shall operate your website in compliance with, all applicable laws, including all privacy laws and the U.S. CAN-SPAM Act of 2003, as well as in accordance with your own posted privacy policy.

(c)  Limitations of Liability: WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE FEES PAID TO YOU UNDER THIS AGREEMENT WITHIN THE TWELVE MONTHS PRECEDING SUCH CLAIM.

(d)  Indemnification: You agree to indemnify and hold harmless Bento for Business and its employees, representatives, agents, and affiliates, against any and all claims, suits, actions, or other proceedings brought against Bento for Business based on or arising from any claim resulting from your breach of this Agreement. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Bento for Business in connection with or arising from any such claim, suit, action, or proceeding.

(e)  Miscellaneous:

(i)  Each party shall be deemed to be independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship.

(ii)  You may not assign your rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect.  We are free to assign this Agreement.

(iii)  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to the conflicts of laws and principles thereof.

(iv)  You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

(v)  This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

(vi)  The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

(vii)  If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

(viii)  YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIM PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT.

Exhibit A

Bento for Business Affiliate Marketing Program Standards & Practices Guidelines

These Guidelines outline the standards and practices to which you must adhere as a participant in the Affiliate Marketing Program. The obligations set forth in these Guidelines are in addition to those set forth in the Agreement and do not in any way substitute your obligations under the Agreement. You must comply with both these Guidelines and the Agreement throughout your participation in the Program; failure to do so may result in your immediate expulsion from the Program and/or subject you to monetary damages. Should you have any questions regarding these Guidelines, you must contact your Affiliate Marketing Program contact at Bento for Business for guidance before proceeding.

Editorial Content

Bento for Business will provide to you brand guidelines and, if applicable, approved content which you may post on your website.  However, we understand, from time to time, your posts may include additional statements or information not provided by Bento for Business. When posting any editorial content discussing Bento for Business products or services, you must adhere to the following standards:

• General Requirements
  • Only make statements that are truthful and not misleading, and which reflect your honest beliefs, opinions, or experiences with Bento for Business and its products and services.
  • Do not make false, deceptive, misleading or unsupported claims about Bento for Business’ products or services.
  • Do not post any information about any Bento for Business product, including without limitation, any features and/or benefits thereof and any offers and/or promotions with respect thereto that is or contains any incorrect, inaccurate or expired information.
  • Do not respond to any end user’s inquiries or questions related to Bento for Business products or services without first obtaining approval from Bento for Business and satisfying all necessary requirements as determined by Bento for Business. Such requirements may include, without limitation, training for any and all individuals who have the ability or authority to respond to such Visitor inquiries or questions.
  • Do not post any content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous, or obscene, or that otherwise contains inappropriate content or objectionable material.
  • Do not defame, misrepresent, or make disparaging remarks about other people, companies, or products.
  • Do not post any content that violates any law.
• You must be able to track all postings of editorial content and, upon request, provide to Bento for Business information relating to such postings, including but not limited to the contents of the posting(s) and the date(s) posted.
• Confidentiality:  Do not disclose or discuss any proprietary, non-public information about Bento for Business, its customers, employees, business partners or suppliers.
• Bento for Business’ Trademarks, Logos:  Your usage of any trademarks, logos or other proprietary materials that belong to Bento for Business must adhere to the brand guidelines provided to you in Exhibit B.
• Mandatory disclosure for editorial: The views and opinions expressed in this blog are purely my own.
• Mandatory disclosure for FTC Compliance: We use affiliate links and may receive a small commission on purchases of products and/or services we discuss.
• Third-Party Rights
  • Original Work: Your posts must be your own original work, created solely by you, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity.
  • Website rules, requirements for posts: Adhere to the posting guidelines and comply with all other applicable rules and requirements on any website on which you post content, including without limitation those relating to defamation and the infringement of intellectual property, privacy, publicity and other third party rights.
• Removal/Notification of expired offers and promotions: Within twenty four (24) hours of receiving notification from Bento for Business or otherwise becoming aware that a product, offer or promotion is expiring or no longer available, you must  either i) remove all content or information related to the expired or expiring Bento for Business product, offer or promotion from your website, or ii) you may keep such content as archived content if you remove all links that reference the product, offer or promotion and add to the content a clear, prominent, conspicuous notice that the product, offer or promotion has expired or is no longer available through your website.
• Monitoring & Take-Down Rights: Bento for Business reserves the right to monitor your compliance with these Guidelines and to require correction or removal of any content which Bento for Business determines, in its sole discretion, (i) is not in compliance with these Guidelines, (ii) reflects poorly on the Bento for Business brand, or (iii) could expose Bento for Business to customer complaints, regulatory complaints or liability.  When notified by Bento for Business regarding correction or removal of any content, you must correct or remove any such inappropriate post within twenty-four (24) hours. Failure to correct or remove non-compliant content within this time period will subject you to immediate expulsion from the Program and monetary damages.
•  

Exhibit B

Trademark Terms Variation Examples:

BENTO FOR BUSINESS VISA^® DEBIT CARD

BENTO FOR BUSINESS DEBIT CARD

BENTO FOR BUSINESS CARD

BENTO CARD

BENTO DEBIT CARD

BENTO FOR BUSINESS FINANCIAL OPERATING PLATFORM

FINANCIAL OPERATING PLATFORM

BENTO PLATFORM

BENTO PAY^®