This Vendor Agreement ("Agreement") is made between Powafy, a Private Company Limited by Shares (Ltd) (hereinafter referred to as the "Company"), with its principal office at 94 The Chandler, Arran Quay, Dublin 7, D07K138, Ireland, and the Vendor, whose details were provided during the online registration process (hereinafter referred to as the "Vendor"). By accepting this Agreement, the Vendor agrees to all terms and conditions set forth below.

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1. Purpose of Agreement

The Company operates an online platform that enables businesses to post and promote discounts, coupons, vouchers, and other promotional offers ("Deals") directly to customers. This Agreement governs the relationship between the Company and the Vendor for the purpose of posting Deals on the Company’s platform

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2. Definitions

• Deal: Any discount, coupon, voucher, or promotional offer posted directly by the Vendor on the Company’s platform.
• Deal Price: The price for which a Deal is offered to customers on the Company’s platform.
• Net Deal Revenue: The revenue from each redeemed Deal, after deducting the Company’s commission and applicable taxes.
• Customer Dispute: Any complaint, claim, or other concern raised by a customer regarding the Deal or associated goods/services.
• Effective Date: The date on which the Vendor accepts this Agreement by selecting "I Agree."

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3. Terms of Deal Posting

3.1 Vendor Posting of Deals: The Vendor is solely responsible for posting Deals directly on the Company’s platform and ensuring each Deal accurately represents the goods/services, pricing, and terms offered.

3.2 Commission: The Company is entitled to a 25% commission on the Deal Price for each Deal sold through its platform. This commission is deducted from the Net Deal Revenue before payment to the Vendor

3.3 Payment Terms: The Vendor may select one of the following options for receiving payments on redeemed Deals:

• 7-Day Payment: Payment remitted within 7 days after a Deal redemption, with a 25% commission deducted from Net Deal Revenue.
• 15-Day Payment with Commission Reduction: Payment remitted within 15 days after redemption, with a reduced commission of 20%.If any customer dispute arises, the Company may withhold any related payment to the Vendor until the dispute is resolved to the Company’s satisfaction.

3.4 Review and Approval of Deals: The Company reserves the right to review, approve, block, or delete any Deal that is misleading, inappropriate, unclear, or not aligned with Company standards, at its sole discretion.

3.5 Mandatory Stock and Service Availability Updates: Vendor must keep accurate, up-to-date information on stock levels and available services for each Deal. Failure to do so may result in Deal removal and/or partnership termination.

3.6 Reputational Protection: Vendor agrees to take all reasonable steps to protect the Company’s reputation. The Company reserves the right to terminate any Deal or this Agreement if Vendor actions or offerings negatively impact the Company’s brand.

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4. Vendor’s Obligations

4.1 Deal Redemption: The Vendor must honor and redeem all Deals purchased by customers in accordance with the terms of each Deal.

4.2 Customer Service: The Vendor assumes sole responsibility for customer service, complaints, and dispute resolution related to the Deal.

4.3 Quality Standards and Compliance: The Vendor warrants that all goods/services comply with Irish laws, including consumer protection, health and safety regulations, and industry standards. Vendors agree to meet the Company’s quality standards, as defined by the Company and updated periodically.

4.4 Proof of Compliance and Stock Audits: Upon request, the Vendor shall provide proof of stock/service availability and/or quality of goods/services to the Company. The Company may also request a stock audit to ensure compliance.

4.5 Insurance: The Vendor must maintain insurance to cover liabilities arising from the sale and redemption of goods/services associated with Deals.

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5. Company’s Rights and Obligations

5.1 Platform Operation: The Company reserves the right to review, approve, block, or delete any Deal if it is misleading, inappropriate, or otherwise misaligned with Company standards.

5.2 Marketing and Promotion: The Company may use various marketing channels to promote Vendor’s Deals and is authorized to use the Vendor’s name, logo, and Deal details for promotional purposes.

5.3 Limited Liability: The Company is not liable for any injury, loss, or damage resulting from the Vendor’s goods/services. The Vendor agrees to indemnify and hold the Company harmless from any claims arising from the sale or use of the Vendor’s goods/services.

5.4 Right to Suspend or Terminate for Reputational Harm: The Company may suspend or terminate any Deal or this Agreement immediately if it believes that the Vendor’s actions or offerings are harming the Company’s brand or reputation.

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6. Intellectual Property

6.1 License to Use Marks: The Vendor grants the Company a non-exclusive, royalty-free license to use the Vendor’s trademarks, logos, and images solely for marketing and promotion on the platform.

6.2 Platform Ownership: The Company retains ownership of all rights to its platform and intellectual property, including any software, technology, or promotional materials related to this Agreement.

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7. Representations and Warranties

7.1 Authority: Each party represents that it has the authority to enter into this Agreement and is in good standing under applicable laws.

7.2 Vendor’s Warranty: The Vendor warrants that all goods/services comply with applicable Irish laws, do not infringe on third-party rights, and meet relevant industry standards

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8. Term and Termination

8.1 Term: This Agreement will be effective from the date the Vendor accepts it by selecting "I Agree" and will continue until terminated by either party.

8.2 Termination by Notice: Either party may terminate this Agreement by providing [number] days' written notice to the other party.

8.3 Termination for Cause: The Company may terminate this Agreement immediately if the Vendor breaches any term or if the Vendor’s actions threaten the Company’s reputation, business, or customers.

8.4 Effect of Termination: Upon termination, the Vendor must honor all outstanding Deals until their expiration. The Company will remit any payments due, minus applicable charges or penalties. If customer disputes are outstanding at termination, the Company may withhold related payments until each dispute is resolved.

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9. Confidentiality

9.1 Confidential Information: Both parties agree to protect each other’s confidential information from unauthorized disclosure and use it solely for purposes related to this Agreement, except as required by law.

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10. Indemnification

10.1 Vendor Indemnity: The Vendor agrees to indemnify, defend, and hold the Company harmless from any claims, liabilities, or damages arising from the Vendor’s goods/services or breach of this Agreement.

10.2 Company Indemnity: The Company agrees to indemnify, defend, and hold the Vendor harmless from any liabilities arising solely from the Company’s platform operations.

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11. Limitation of Liability

Under no circumstances shall the Company be liable for indirect, incidental, or consequential damages arising from this Agreement. The Company’s total liability is limited to the amount of commission earned from Deals provided by the Vendor.

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12. Governing Law and Dispute Resolution

12.1 Governing Law: This Agreement is governed by the laws of Ireland

12.2 Dispute Resolution: Any disputes between the parties shall first be resolved through good-faith negotiation. If unresolved, the dispute may proceed to mediation or arbitration as provided under Irish law.

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13. Miscellaneous

13.1 Entire Agreement: This Agreement constitutes the entire agreement between the Company and the Vendor.

13.2 Amendments: Amendments to this Agreement must be in writing and agreed upon by both parties.

13.3 Severability: If any provision is unenforceable, the remaining provisions will continue in effect.

13.4 Notices: Notices shall be sent to the addresses provided above or an address designated by a party in writing.

By selecting "I Agree," you confirm that you have read, understood, and accept all terms and conditions of this Agreement. Your account cannot be activated without accepting these terms.

This Promoter Agreement ("Agreement") is entered into upon acceptance through the online registration process between:

Powafy, a Private Company Limited by Shares (Ltd) (hereinafter referred to as the "Company"), with its principal office at 94 The Chandler, Arran Quay, Dublin 7, D07K138, Ireland, and the Promoter, whose details were provided during the online registration process (hereinafter referred to as the "Promoter").

RECITALS

WHEREAS, the Company operates an online marketplace where merchants/vendors post deals, discounts, and coupons;

WHEREAS, the Promoter agrees to identify and recruit merchants/vendors to post deals and offers on the Company’s platform; and

WHEREAS, the Promoter will be compensated on a commission basis for each sale made from deals posted by vendors they introduce to the platform;

NOW, THEREFORE, in consideration of the mutual promises herein, the Company and the Promoter agree as follows:

1. APPLICATION AND REGISTRATION PROCESS

1.1 Company’s Discretion to Accept Promoter Applications: The Company reserves the right, at its sole discretion, to accept or reject any Promoter’s application to join the promoter program. The decision will be based on criteria determined by the Company and may include an interview or additional screening process.

1.2 Activation of Promoter Account: Successful applicants must complete any required onboarding steps before their account is activated. The Company may also suspend or terminate registration if conditions are not met.

2. INDEPENDENT CONTRACTOR STATUS

2.1 Independent Contractor: The Promoter is retained as an independent contractor, not an employee of the Company. Nothing herein shall create an employer-employee relationship, partnership, or joint venture between the Company and the Promoter.

2.2 Authority Limitation: The Promoter has no authority to bind the Company to agreements, contracts, or obligations.

2.3 Responsibility for Expenses and Taxes: The Promoter shall be solely responsible for their own business expenses, insurance, and compliance with tax obligations and applicable laws.

2.4 No Entitlement to Company Benefits: The Promoter is not entitled to any Company-provided benefits, including health insurance, retirement benefits, or paid leave.

3. SCOPE OF SERVICES

3.1 Recruitment of Vendors: The Promoter agrees to identify and recruit vendors/merchants to post deals, discounts, or coupons on the Company’s platform.

3.2 Compliance with Policies: The Promoter will ensure that vendors introduced adhere to the Company’s terms, policies, and conditions.

3.3 Professional Representation: The Promoter shall represent the Company with professionalism and integrity, maintaining a positive public image.

3.4 Company’s Right to Review Vendors: The Company reserves the right to review, approve, or reject any vendor recruited by the Promoter.

4. COMMISSION STRUCTURE

4.1 Standard Commission (7-Day Payout): The Promoter will receive 7% of the total deal amount for each deal sold by vendors they introduce. Payment will be made 7 days after the deal is redeemed by the customer.

• Example: For a $100 deal with a 25% Company retention, the Promoter receives 7% ($7).

4.2 15-Day Payment Term Commission: The Promoter may opt for a 15-day payout option, increasing their commission to 10% of each deal sold. Payment will be made 15 days after redemption

• 15-Day Payment Term Commission:

4.3 Vendor Portfolio and Commission Reduction: All vendors introduced by the Promoter shall remain under the Promoter’s portfolio. During the first year of each vendor’s association with the Company, the Promoter shall receive the full commission rate. Beginning in the second year of the vendor’s association, the commission rate will reduce by 50%.

• Example: After one year, for a $100 deal with a 25% Company retention, the Promoter receives 3.5% ($3.50) if previously on the 7% rate or 5% ($5) if on the 10% rate.

4.4 No Commission for Disputes or Unclaimed Deals: No commission will be paid for unredeemed, expired, or disputed deals.

5. PAYMENT TERMS

5.1 Payout Options: Payments are processed as per the selected payout option (7-day or 15-day) after customer redemption.

5.2 Payment Method: All payments will be made via the method specified during registration, such as bank transfer or PayPal. The Promoter is responsible for ensuring payment information is accurate.

5.3 Currency: Payments shall be made in euros (EUR) unless otherwise specified in writing

6. PROMOTER’S OBLIGATIONS

6.1 Acting in Company’s Best Interests: The Promoter agrees to act in the best interests of the Company and avoid actions that may harm the Company’s reputation or operations.

6.2 Non-Solicitation of Vendors: The Promoter shall not solicit vendors to cease doing business with the Company or leave the platform for any reason.

6.3 Professional Conduct: Any misconduct, including unprofessional behavior, may result in immediate termination, forfeiture of all pending payments, and nullification of future commissions related to vendors recruited by the Promoter.

6.4 Recordkeeping: The Promoter shall maintain records of all communications with vendors introduced to the Company.

7. BRAND HARM & COMPENSATION

7.1 Brand Harm: Actions that harm the Company’s brand, reputation, or vendor relationships shall result in immediate forfeiture of pending commissions and termination of this Agreement.

7.2 Liability for Damages: The Promoter shall be liable for damages, including legal fees, arising from harm to the Company’s brand or reputation.

7.3 Right to Legal Action: The Company may pursue legal action to recover damages and enforce this Agreement.

8. TERM AND TERMINATION

8.1 Term: This Agreement is effective upon the Promoter’s acceptance during registration and remains in force until terminated by either party.

8.2 Termination Notice: Either party may terminate this Agreement with 7 days’ written notice.

8.3 Effect of Termination: Upon termination, the Promoter will be entitled only to unpaid commissions for redeemed deals prior to the termination date. Future commissions will not be paid

9. CONFIDENTIALITY

9.1 Confidentiality: The Promoter shall not disclose any confidential information, including vendor details, business strategies, or other proprietary information, obtained during the course of this Agreement.

9.2 Data Privacy: The Promoter must comply with all applicable data privacy laws and will be responsible for any breaches.

10. INDEMNITY

10.1 Indemnification: The Promoter agrees to indemnify and hold harmless the Company from any claims, liabilities, or damages arising out of their performance or breach of this Agreement.

11. GOVERNING LAW

11.1 Governing Law: This Agreement shall be governed by Irish law.

11.2 Jurisdiction: Any disputes arising from this Agreement shall be resolved exclusively in the courts of Ireland.

12. NON-COMPETE CLAUSE

12.1 Non-Solicitation of Vendors: Upon termination, the Promoter agrees not to solicit vendors introduced to the Company for a period of 6 months.

12.2 Non-Engagement with Competitors: The Promoter agrees not to engage with competitors of the Company for purposes related to vendors they introduced during a 6-month period following termination.

13. ENTIRE AGREEMENT

13.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties, superseding all prior agreements and discussions related to its subject matter.

13.2 Amendments: Any amendments must be in writing and signed by both parties.

IN WITNESS WHEREOF, by accepting this Agreement through the Company’s registration process, the Promoter agrees to all terms and conditions set forth herein.