“AFFILIATE” AGREEMENT

Between: 

JAC Van Fashion Inc. is a company duly incorporated pursuant to the laws of British Columbia with an office located at #501-1398 Homer St., Vancouver, B.C. v6b 6a7.

            (Hereinafter referred to as “JAC Van Fashion Inc.”)

And:

affiliate,

            (Hereinafter referred to as the “AFFILIATE”)

Whereas JAC Van Fashion Inc. and the AFFILIATE have entered a contract relationship for their mutual benefit AND WHEREAS the contract relationship between the parties will continue as and from the date of execution of this Agreement on the terms and conditions set out herein (the “Commencement Date”) 

NOW THEREFORE, in consideration of the terms, conditions, covenants and obligations herein contained (the adequacy of which is hereby acknowledged by each of the parties), the parties hereto have agreed and do hereby agree as follows:  

1.         Contract

JAC Van Fashion Inc. hereby agrees to enter into an agreement with the AFFILIATE, and the AFFILIATE hereby accepts such contract. The first three months will be considered a trial period.   The contract will be renewed, provided that both parties agree. 

2.              DUTIES AND OBLIGATIONS

2.1 Affiliate Partner Duties: The Affiliate Partner agrees to perform the following duties: 

• Affiliate Partner agrees to promote the Company's products or services using the Affiliate Link by the terms of this Agreement and in compliance with all applicable laws and regulations. 
• Affiliate Partner agrees not to make any false or misleading statements about the Company's products or services. 
• Affiliate Partner agrees to use the Affiliate Link in a manner that does not negatively impact the Company's reputation or brand image; and  
• Affiliate Partners are solely responsible for any expenses incurred in promoting the Company's products or services and using the Affiliate Link. 

2.2 Company Duties: The Company agrees to perform the following duties: 

• The Company will provide the Affiliate Partner with the Affiliate Link and any necessary promotional materials to effectively promote their products and services. 
• The Company will provide necessary training and support to the Affiliate Partner to enable them to fulfill their obligations under this Agreement effectively. 
• The Company will track the customers referred by the Affiliate Partner using the Affiliate Link and calculate the Affiliate Commissions due to the Affiliate; and  
• The Company will pay the Affiliate Commissions to the Affiliate Partner by the terms outlined in 3. AFFILIATE COMMISSIONS. 

3.         AFFILIATE COMMISSIONS

3.1 Commission Structure: The Company will pay the Affiliate Partner a commission for each Qualified Sale. The commission structure, whether a fixed amount, percentage of the sale, or other structure, is detailed in Exhibit A chart below. 

3.2 Payment Frequency and Timeline: The Company calculates Affiliate Commissions every month and issues payment within _30_ days of the end of each calendar month in which the Qualified Sale was finalized. 

3.3 Deductions and Withholdings: The Company reserves the right to withhold or deduct Affiliate Commissions under certain circumstances, including, but not limited to, customer refunds, cancellations of Qualified Sales, returns, or in the event of any breach of this Agreement by the Affiliate Partner. 

3.4 Reporting: The Company will provide the Affiliate Partner with a monthly report detailing the Qualified Sales, the calculation of the Affiliate Commission for each of these sales, and any withholdings or deductions made. 

3.5 Taxes: The Affiliate Partner is responsible for any taxes associated with the receipt of the Affiliate Commission. 

3.6 Dispute Resolution: In any dispute over the calculation or payment of the Affiliate Commissions, the Parties agree to work in good faith to resolve the dispute. If the dispute cannot be resolved internally, the Parties agree to resolve the matter through a mutually agreed-upon third-party mediator. 

3.7 Terms and Conditions Alterations: The Company retains the right to alter the terms and conditions of the Affiliate Commission as outlined in Exhibit A, at its sole discretion and with reasonable notice to the Affiliate Partner. 

4.         AFFILIATE COMMISSIONS

AFFILIATE has the right below:

4.1 AFFILIATE Commission Rate & Client Promo code: The Affiliate Partner will receive a commission of 10% of the net sales price (excluding any applicable taxes, shipping and handling fees, discounts, or returns) for each Qualified Sale and the AFFILIATE will receive a 10% Client Promo Code to offer their customers. 

5. CONFIDENTIALITY

5.1       The AFFILIATE acknowledges that during the contract they will be exposed to confidential business information belonging to JAC Van Fashion Inc., The AFFILIATE agrees that both during her contract with JAC Van Fashion Inc. and following the date of termination, the AFFILIATE for any reason hereunder, shall not use, directly or indirectly, for her own account or for the account of any person without the express written consent of all of the directors of JAC Van Fashion Inc. 

5.2           The provisions of paragraph 5.2 shall not apply to any proprietary, confidential or secret information, which is, at the Commence Date or at some later date, publicly known under circumstances involving no breach of this Agreement. 

6.         General

6.1       Any notice, demand, request or other instrument which may be or is required to be given under this Agreement, shall be delivered in person or sent by registered mail postage prepaid and shall be addressed:

(a)            If to JAC Van Fashion Inc.: 

JAC Van Fashion Inc.

            #501 – 1398 Homer St.  

            Vancouver, BC, v6b 6a7

Attention:      MARKETING  

         or at such other address as JAC Van Fashion Inc.

may designate by written notice. Any such notice, demand, request or consent shall be conclusively deemed to have been given or made on the day upon which such notice, demand, request or consent is delivered, or, if mailed, then on the third business date following the date of the mailing, as the case may be. Either party may at any time give notice in writing to the other of any change of address of the party giving such notice and from and after the giving of such notice, the address therein specified shall be deemed to be the address of such party for the giving of notices hereunder. In the case of interruption in the ordinary postal service, any notice, demand, request or consent given hereunder shall be delivered and not mailed. 

7.2    Entire Agreement

This Agreement constitutes the entire agreement between the parties and there are no representations or warranties, express or implied, statutory or otherwise and no collateral agreements other than as expressly set forth or referred to in this Agreement. 

7.4    Applicable Law

This Agreement will be governed by and interpreted in accordance with the laws of British Columbia.

7.5       Counterparts

This Agreement may be executed in any number of counterparts or by facsimile, each of which shall together, for all purposes, constitute one and the same instrument, binding on the parties, and each of which shall together be deemed to be an original, notwithstanding that all of the parties are not signatory to the same counterpart or facsimile.

EXHIBIT A CHART #1

AFFILIATE AGREEMENT via UpPromote, dated and filled on UpPromote confirming affiliate contract.