AFFILIATE TERMS & CONDITIONS
To be an authorized affiliate of Capitalist Exploits, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the Capitalist Exploits affiliate program and system. By signing up for the Capitalist Exploits affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

MARKETING AGREEMENT

This Agreement (hereinafter “Agreement”) is made effective as of the day of accepting the following terms (the “Effective Date”) by and between Capex Administrative LTD (hereinafter “CE”), applicant to the agreement (referred to hereinafter as “The Affiliate”). CE and The Affiliate shall be individually referred to herein as a “Party” and together as the “Parties.”

RECITALS

1. CE owns the website https://capitalistexploits.at, https://capexinsider.com, https://capitalistpartners.com, https://resource-insider.com and the digital products on these websites.

2. CE is interested in working with The Affiliate to sell CE’s various products (hereinafter referred to as simply “Insider") via The Affiliate’s website or marketing efforts.

3. The Parties are interested in sharing 50% of the revenues (post-customer refunds as explained below) generated from the sale of Insider.
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NOW THEREFORE, in exchange for the mutual consideration contained herein between The Affiliate and CE, it is hereby agreed as follows:

TERMS

1. Performance.

1. CE’s Responsibilities:

a. CE will provide The Affiliate with the required marketing assets to sell CE’s product via The Affiliate’s website, email list or advertising. These could include but not limited to: Articles, E-mail content and Website banner designs.

b. CE will systematically and comprehensively record all sales of Insider made by CE as a result of The Affiliate’s efforts. In addition, CE will track refund activity on all these sales in order to compile an accurate regular report of revenue generated from sales of Insider from The Affiliate’s marketing efforts, minus customer refunds.

1.2 The Affiliate’s Responsibilities:

a. The Affiliate will market CE’s Insider service. Such effort will include but may not be limited to: publishing CE’s articles, sending out e-mail content to The Affiliate’s list, putting up the website banner designs.

1.3 The Parties agree to coordinate marketing efforts to develop an effective campaign.

1.4 All of CE marketing material is subject to the review and approval of The Affiliate. Any proposed changes or edits to the marketing material must be submitted to CE at least 48 hours prior to its anticipated publication date.

1.5 CE shall have the right to review and approve of The Affiliate’s use of CE’s marketing materials in The
Affiliate’s marketing at least 48 hours before it is published. To the extent The Affiliate has not received any comments from CE within 48 hours of providing such marketing materials, such marketing materials shall be deemed approved by CE.

2. Compensation.

2.1 CE will compensate The Affiliate as described below:

a. The Affiliate will be entitled to 50% of all revenues (after deducting customer refunds) generated from CE’s products via The Affiliate’s unique tracking link after any refund period is over.

b. On the 30th day of every month, CE shall pay to The Affiliate 50% of all revenues (after deducting customer refunds) generated from The Affiliate’s unique link following the end of any 30-day refund period if applicable

2.2 CE will issue reports on a monthly basis that detail the share of Net Profits due and payable to The Affiliate.

2.3 Upon termination, expiration or nonrenewal of this Agreement, CE shall provide their report to The Affiliate within thirty (30) days of the date of termination. In the event of an underpayment of Commissions by CE to The Affiliate, CE shall pay the difference to The Affiliate within fifteen (15) days of The Affiliate’s receipt of their report. In the event of an overpayment of Commissions to The Affiliate by CE, The Affiliate shall pay the difference to CE within fifteen (15) days of The Affiliate’s receipt of their report.

3. Fulfilment Obligations.

CE shall be responsible for producing, fulfilling and servicing orders for promotional campaigns in accordance with all legal requirements.

4. Representations and Warranties.
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The Parties represent and warrant that they are duly organized entities in good standing and have full power and authority to enter into this Agreement, and carry out their respective obligations herein, including the authority to grant the rights laid out Section 1 and 2.

5. Intellectual Property.

Nothing in this Agreement shall constitute a waiver as to the Parties’ rights to their respective intellectual property, which rights are reserved by each. All the materials, content, graphics, copyrights and trademarks associated with the promotional materials created by CE and the Products (herein “CE IP”) shall remain the sole property of CE, and nothing herein shall be deemed a transfer of ownership of any CE IP. CE represents and warrants to The Affiliate that CE has the right to use any CE IP associated with the marketing material under this Agreement, including, but not limited to, copyright, trademark, trade dress and patents. CE further represents and warrants that the marketing material created by CE and the use of CE IP in connection with the advertisement and sale of Products will not violate or infringe upon any copyright(s); shall not contain anything libellous or otherwise contrary to the law; will not appropriate a third party’s name, image, photograph or likeness in a manner that directly or indirectly implies that such third party endorses the products and/or services that the promotional campaigns are marketing unless such third party consents to such use in writing; that the marketing material will not use fictional testimonials (provided that the parties understand and agree that The Affiliate may use fictional persona in distributing marketing materials to Subscribers); and that the marketing material will not contain materially false and/or misleading facts.

CE agrees to indemnify and hold harmless The Affiliate from and against any and all losses, liabilities, damages, costs, charges, recoveries, judgments, penalties, and expenses, including reasonable attorneys’ fees (“Losses”), that may be obtained against, imposed on, or suffered by The Affiliate arising out of any claim that the marketing materials created by CE or that the sale or distribution of any Products or any use thereof, violates or infringes any patent, copyright, trade secret, trademark, service mark, license, or other proprietary rights of any third party.

The Affiliate agrees to indemnify and hold harmless CE from and against any and all Losses that may be obtained against, imposed on, or suffered by CE in connection with, in any way related to, or arising directly or indirectly from, their marketing of any Products.

6. Product Liability; Insurance.

CE agrees to indemnify and hold harmless The Affiliate from and against any and all Losses that may be obtained against, imposed on, or suffered by The Affiliate in connection with, in any way related to, or arising directly or indirectly from, any Products, including but not limited any product liability claims or claims related to any representations and warranties of CE with respect to any Products.

7. Assignment of Agreement.

Each Party’s services and functions are considered unique. This Agreement and/or any rights or obligations herein may not be assigned or otherwise transferred by a Party to a third party without prior written consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted assigns and successors in title or interest.

8. Commencement and Duration.

This Agreement shall commence upon the date first written above and remain in full force and effect for one (1) year. At the end of the year term, this Agreement shall automatically renew. Either Party may terminate this Agreement at any time for any reason by providing thirty (30) days’ written notice to the other Party. Upon termination, expiration or non-renewal of this Agreement, CE will continue to track and pay Commissions to The Affiliate for three (3) months.

8. Independent Contractor.

CE’s relationship with respect to The Affiliate is that of an independent contractor. Nothing herein shall be deemed to create a relationship of agency or partnership or employee-employer relationship.

9. Confidentiality.

The Parties acknowledge and agree that information and techniques obtained by it from the other in fulfilling its obligations herein are proprietary and confidential, and the Parties covenant not to provide such information and techniques to any third party or use such information and techniques on behalf of a third party or itself.

10. Interpretation.

Both Parties participated in the drafting of this Agreement and were presented with the opportunity to confer with counsel of their own choosing. As a result, this Agreement shall not be construed more strictly against one Party or in favour of any other Party.

11. Integration, Amendments & Modifications.

This Agreement embodies the entire agreement between the Parties hereto with respect to the subject matter herein. This Agreement may not be amended or modified except by a writing duly executed by the Parties hereto. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, such provision will be enforced to the maximum extent permissible and the remainder of this Agreement will remain in full force and effect according to its terms.

12. Choice of Law.

This Agreement shall be construed in accordance with and governed by the corporate laws of Republic of Singapore. The forum shall be limited to courts within Singapore, and the Parties consent to personal jurisdiction of Singapore courts.

13. Notice.

Any notice required or permitted to be given under this Agreement shall be in writing and delivered personally, sent by commercial overnight courier or sent prepaid, registered mail or by electronic mail (return receipt requested) to the persons or addresses specified below (or such other person or address as a party may previously have notified the other Party in writing for that purpose). A notice or other communication shall be deemed to have been served and received (a) on the date delivered, if delivered by hand or sent by registered prepaid first class mail or (b) upon electronic acknowledgement of receipt, if sent by electronic mail.

14. Waiver.

The failure of any Party to exercise the rights granted to such party herein upon the occurrence of any of the contingencies set forth in this Agreement shall not in any event constitute a waiver of any such rights upon the occurrence of any additional such contingencies.

15. Counterparts.
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This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Signatures that are transmitted electronically or by facsimile will have the same effect as original signatures.
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