AFFILIATE PROGRAM TERMS AND CONDITIONS

These Affiliate Program Terms and Conditions (these “Terms”) contain the terms and conditions governing Marketer’s participation in the Doba affiliate marketing program (the “Program”). Please read these Terms, as they represent a legally binding agreement between Doba Inc., a Utah corporation (“we” or “Doba”) and the individual or legal entity participating or seeking to participate in the Program (“you” or “Marketer”). As used in these Terms, “Doba Site” means www.doba.com or any other website operated by Doba. A “Site” or “Marketer’s Site” means Marketer’s website, social media user-generated content, and/or online software application, as may be applicable.

BY PARTICIPATING IN THE PROGRAM OR SUBMITTING AN APPLICATION TO PARTICIPATE IN THE PROGRAM, YOU (A) ACCEPT THESE TERMS AND AGREE THAT MARKETER IS LEGALLY BOUND BY THESE TERMS; AND (B) REPRESENT AND WARRANT THAT IF MARKETER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ACCEPT THESE TERMS ON BEHALF OF MARKETER AND BIND MARKETER THERETO.

1. Eligibility

To participate in the Program, Marketer must be (a) 18 years or older, or (b) a valid legal entity. Suppliers of Doba may not participate in the Program. These Terms are void where prohibited by law, and permission to participate in the Program is revoked in such jurisdictions.

2. Enrollment in the Program

To participate in the Program, you must complete and submit an application through the Doba Site. Doba will evaluate your application and notify you of its acceptance or rejection of your application. Doba may reject your application for any reason, in Doba’s sole discretion.

By applying to participate in the Program, Marketer represents and warrants to Doba that (i) all registration information submitted by Marketer is accurate and truthful, and Marketer will maintain the accuracy of such information; and (ii) Marketer is legally permitted to participate in the Program and takes full responsibility for Marketer’s access to and participation in the Program. In addition, Marketer represents and warrants to Doba that

2. 1. If you are an individual, you are at least 18 years old, and you are of legal age to form a binding contract.
   2. If Marketer is a corporation or other legal entity, Marketer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization, and Marketer has the full right, power, and authority to accept these Terms.
3. Keys

For purposes of these Terms, a “Key” means an exclusive identifier that Doba provides to Marketer that is used for identifying Doba customers referred by Marketer, including but not limited to Links、invitation codes. Marketer shall not modify Keys in any way, and Doba will not be responsible for errors that occur in the tracking of transactions if Marketer has made or caused any such modification.

If multiple Marketers send keys to the same Customer, the ownership of the Customer shall be determined based on the ownership of the Link clicked by the Customer at the time of successful registration, unless the Customer fills in an invitation code during registration. If the Customer fills in an invitation code during registration, the Customer will be associated with the Marketer corresponding to that invitation code.

Marketer shall only use Keys approved and provided by Doba. Doba may at any time, without prior notice, inactive or require Marketer to stop using a Key.

4. Transaction Processing

Doba reserves the right to reject transactions that do not comply with any reasonable requirements that Doba may establish.Customers who complete registration using Marketer’s Key will conduct transactions according to the platform rules on Doba.com.Doba will track transactions made with customers who Register as a Retailer using Marketer’s Key and provide an online dashboard (the “Affiliate Dashboard”) which allows Marketer to view up-to-date information about sales activity and commissions generated using Marketer’s Key.You can view your Affiliate Dashboard by logging in to your account on Doba’s online affiliate center at https://affiliate.doba.com (the “Affiliate Center”).

5. Qualified Transactions

Doba will pay Commissions (as defined below) to Marketer for Doba subscriptions purchased in Qualified Transactions. A “Qualified Transaction” means a transaction whereby a customer: (i) uses Marketer’s Key to registers as a Retailer; (ii) Purchases a subscription for Doba Plan within 180 days of registering as a Retailer;(iii) makes full payment to Doba for such subscription, and (iv) does not cancel the subscription, receive a refund, or otherwise stop payment (e.g., chargeback).

If a customer registers as a Retailer on the Doba Site using Marketer’s Key, any transaction completed by that customer on the Doba Site within 180 days will count as a Qualified Transaction if it otherwise meets the requirements of this Section 5 and these Terms.

Doba will not pay Commissions for transactions that Doba determines, in its sole discretion, are fraudulent or otherwise in violation of these Terms or any other policies of Doba. Doba will not pay Commissions for transactions that are canceled or refunded, or for which payment is otherwise not received.

Transactions shall not be Qualified Transactions if they are entered into by (a) Marketer (if Marketer is an individual); (b) any individual directly affiliated with Market (if Marketer is a legal entity); (c) by any party that has or has at any time had a subscription for Doba  Service or purchased any product on Doba.com;(d)by any party who has previously registered for a Retailer account on Doba.com.

6. Commissions

“Commissions” means the commissions Doba will pay Marketer for each Qualified Transaction. The current Commission rates and method for calculating Commissions are available on the Affiliate Center and may be updated by Doba in its sole discretion and without notice.If the Marketer is not satisfied with the commission rate, they may stop their promotional activities. Otherwise, the Marketer will be deemed to have agreed to the modified commission rate.

 

Commissions are deemed earned thirty (30) days after the Qualified Transaction from which such Commissions arise. Once earned, Commissions will be visible on Marketer’s Affiliate Dashboard. On the 15^th day of each month, all Commissions earned by Marketer in the preceding month will be available for withdrawal via the Affiliate Dashboard. Marketer may request withdrawal of available Commissions, and Doba will pay such Commissions to Marketer, less any taxes that Doba is required by law to withhold, using the payment information provided by Marketer. All Commissions will be paid in US dollars.Additionally, you understand that you are an absolutely independent person or entity from Doba. You are responsible to pay taxes to state, federal or local authorities in accordance with any and all applicable laws.

If Doba issues a refund or does not receive payment for any Qualified Transaction or other transaction for which Marketer has received Commissions, Marketer shall repay to Doba all Commissions received with respect to such transaction. Doba may withhold payment of any future Commissions earned through the Program by reason of any setoff of any amounts due from Marketer to Doba.

Doba does not make any guarantee of a minimum amount of business or that Marketer will earn any amount of Commissions under these Terms.

7. Policies and Pricing

Customers referred by Marketer through the Program will be deemed to be customers of Doba. Accordingly, all rules, policies, and operating procedures implemented by Doba concerning customer orders, customer service, and product sales will apply to such customers with respect to their transactions with Doba. Doba may change its policies and operating procedures at any time consistent with applicable laws. Since prices and availability may vary from time to time, Marketer may not display Doba price information on Marketer’s Site. Doba will use commercially reasonable efforts to present current and accurate information, but cannot guarantee the availability or price of any particular product or service.

8. Privacy; Promotion of Affiliation

Doba may send emails to Marketer relating to the Program from time to time. In addition, Doba may monitor, record, use, and disclose information about Marketer’s Site, users of Marketer’s Site, and customers referred by Marketer that Doba obtains in connection with Marketer’s display and use of Keys.

Marketer may not in any manner misrepresent or embellish the relationship between the parties. While Doba requests that Marketer identify itself as a member of the Program, Marketer shall not otherwise engage in any promotions which name Doba or imply any relationship or affiliation between the parties including, but not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screen shots, graphics altered for co-branding or any other format or media. Any such promotion will be considered grounds for immediate termination of Marketer’s participation in the Program and may invoke further legal action.

9. Limited License

Doba hereby grants to Marketer a limited, non-exclusive, non-transferable, revocable license to use the Keys solely in accordance with these Terms, and for the duration of Marketer’s participation in the Program.

10. Ownership

As between Marketer and Doba, Doba shall own all right, title and interest, including all Intellectual Property Rights, in and to the Doba Site, the Program and the Keys. For the purposes of these Terms “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country, or jurisdiction.

11. Doba’s Marketing and Publicity

Doba may publicly refer to Marketer, orally or in writing, as participant in the Program, and Doba may publish Marketer’s name, photograph, and/or logo (with or without a link to any Marketer Site) on the Doba Site, in press releases, and in promotional materials without Marketer’s prior consent.

12. Responsibility for Marketer’s Site

Marketer will be solely responsible for the development, operation, and maintenance of Marketer and for all content that appears on such Site or that is otherwise used by Marketer in connection with the Program. Such responsibility includes, without limitation: (i) the technical operation of Marketer’s Site and all related equipment; (ii) the accuracy, timeliness and appropriateness of content posted on Marketer’s Site or otherwise used by Marketer in connection with the Program; (iii) ensuring that such content does not violate or infringe upon the rights of any third party; and (iv) ensuring that such content is not libelous or otherwise illegal. Marketer shall not disparage Doba or otherwise portray Doba in a negative light.

13. Code of Conduct

Marketer shall not to use the Program for any purpose that is prohibited by law, by these Terms, or by any other terms or policies that Doba has or will put in effect. Marketer alone is responsible for all of Marketer’s activity in connection with the Program and shall not engage in any conduct in connection with the Program that is fraudulent or illegal. Without limiting the foregoing, Marketer shall not upload, post, submit or otherwise distribute or facilitate distribution of any improper or unlawful Content or communications in connection with the Program, including but not limited to Content that

1. 1. Violates local, state, national, or international laws or regulations;
   2. Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any third party;
   3. Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane;
   4. Constitutes unauthorized or unsolicited advertising, junk email or bulk email (i.e., “spamming”);
   5. Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Doba or any third party; or
   6. Violates the privacy of any third party.

If you violate the terms of this agreement or engage in any behavior that infringes on the interests of Doba while using Doba.com, Doba has the right to take appropriate disciplinary measures against you. Specific disciplinary measures include but are not limited to freezing your account, closing your account, canceling commissions, demanding the return of commissions already paid to you, and requiring you to bear the losses suffered by Doba due to your actions.

14. Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOBA WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO MARKETER’S USE OF THE KEYS OR MARKTER’S VIOLATION OF THESE TERMS, AND MARKETER AGREES TO DEFEND, INDEMNIFY, AND HOLD DOBA, DOBA’S AFFILIATES AND LICENSORS, AND DOBA’S AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) MARKETER’S SITE OR ANY MATERIALS USED OR DISTRIBUTED BY MARKETER (WHETHER OR NOT THROUGH MARKETER’S SITE), INCLUDING THE COMBINATION OF THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF MARKETER’S SITE OR ANY MATERIALS USED BY MARKETER, (C) MARKETER’S USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THESE TERMS OR APPLICABLE LAW, (D) MARKETER’S VIOLATION OF ANY TERM OR CONDITION OF THESE TERMS, OR (E) MARKETER’S NEGLIGENCE OR MISCONDUCT.

15. Term and Termination

Marketer’s acceptance of these Terms shall be evidenced by Marketer’s submission of a completed Program application, provided, however, that these Terms shall not be effective unless and until Doba has accepted Marketer into the Program. These Terms and Marketer’s participation in the Program will begin upon Doba’s acceptance of Marketer into the Program and will end when Marketer’s participation in the Program is terminated by either party (the “Term”). Either party may terminate Marketer’s participation in the Program at any time, with or without cause, by giving the other party prior written notice. Upon termination, Marketer shall promptly cease its use of Keys and remove all Program-related content from Marketer’s Site, and any licenses granted to Marketer hereunder shall immediately end. Marketer is only eligible to earn Commissions on Qualified Transactions occurring during the Term (meaning transactions in which all steps required for a transaction to be a Qualified Transaction under these Terms are completed during the Term). If Doba makes any overpayment to Marketer, Marketer agrees to promptly return such excess payment upon notification by Doba. Doba may withhold Marketer’s final payment for a reasonable time to ensure that the correct amount is paid. The definitions contained in these Terms shall survive the termination of Marketer’s participation in the Program, along with any other provisions that by their express terms do, or by their nature should survive the termination of Marketer’s participation in the Program.

16. Modification

Doba may modify any of the terms and conditions contained in these Terms, at any time and in its sole discretion, by posting a change notice or a new agreement on the Doba Site. If any such modification is unacceptable to Marketer, Marketer’s only recourse is to terminate its participation in the Program. Marketer’s continued participation in the Program following Doba’s posting of a change notice or new agreement on the Doba Site and/or sending you the change notice via email will constitute binding acceptance of the change.

17. Relationship of Parties

The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Marketer will have no authority to make or accept any offers or representations on Doba’s behalf. Marketer will not make any statement, whether on the Marketer Site or otherwise, that reasonably would contradict anything in this Section.

18. Limitation of Liability

DOBA SHALL NOT BE LIABLE TO MARKETER OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS (HOWEVER ARISING, AND REGARDLESS OF THE THEORY OF RECOVERY). DOBA’S TOTAL LIABILITY TO MARKETER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE GREATER OF FIVE HUNDRED DOLLARS ($500) OR THE AMOUNTS PAID BY DOBA TO MARKETER DURING THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST REOCCURRENCE OF EVENTS GIVING RISE TO THE IMPOSITION OF LIABILITY UNDER THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS, SO THEY MAY NOT APPLY TO MARKETER.

19. Disclaimers

Doba makes no express or implied warranties or representations with respect to the Program or any products or services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Doba makes no representation that the operation of the Doba Site will be uninterrupted or error-free, and we will not be liable for any such interruptions or errors.

20. Independent Investigation

Marketer acknowledges that Marketer has read these Terms and agrees to all terms and conditions herein. Marketer understands that Doba may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in these Terms or operate websites that are similar to or compete with Marketer’s site. Marketer has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in these Terms.

21. Governing Law;Venue

If you are a Marketer(s) based in the US: These Terms and any dispute or claim arising out of or related to these Terms, its subject matter or its formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Services shall be instituted exclusively in the federal or state courts located in Salt Lake City, Utah, and you further agree that such courts shall have personal jurisdiction and venue with respect to you, and you hereby submit to the jurisdiction and venue of such courts and waive any objection. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY CLAIM ARISING OUT OF OR RELATING TO THE SUBJECT MATTER HEREOF. ADDITIONALLY, BOTH YOU AND DOBA AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

 

If you are a Marketer(s) based in China: Any disputes arising from the performance of this Agreement shall be resolved by the parties through friendly negotiation. If such negotiation fails, the disputes should be submitted to China International Economic and Trade Arbitration Commission, Jiangsu Arbitration Center for arbitration and shall be governed by the laws of the People’s Republic of China. BOTH YOU AND DOBA AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

22. Miscellaneous
    1. All rights not expressly granted herein by Doba to Marketer are reserved by Doba. There are no implied rights.
    2. Any notice provided for or permitted under these Terms will be treated as having been given when (i) delivered personally, (ii) sent by email (with confirmation of transmission); (iii) sent by nationally recognized commercial overnight courier with written verification or receipt; or (iv) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address set forth on Marketers applicable registration form, in the case of Marketer, and the address set forth below for Doba. This provision shall not apply to Section 16.

Doba, Inc.

Attention: Affiliate Program

Address：3300 N Triumph Blvd

#G40

Lehi, UT 84043

Email: [email protected]

1. 3. Except as set forth in Section 16, these Terms may be amended or supplemented only by a writing that is signed by duly authorized representatives of Doba. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
   4. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
   5. Doba may assign these Terms without restriction, provided that assignee agrees in writing to be bound by these Terms. Marketer may not assign these Terms or any rights, duties, or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Doba and any attempt to do so without such consent will be void. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
   6. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of these Terms, which shall be considered as a whole.
   7. Except as may be otherwise specifically provided in these Terms, these Terms are not intended to and shall not confer upon any other person or business entity, other than the parties hereto, any rights or remedies with respect to the subject matter hereof.
   8. These Terms constitute the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations and agreement, whether written or oral.

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