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Affiliate Agreement

CITYKILLERZ AFFILIATE AGREEMENT

Last Revised 8/15/18

TERMS AND CONDITIONS

This CityKillerz Affiliate Program Agreement (the "Agreement") sets forth the terms and conditions regarding the CityKillerz Affiliate Program (the "Program") of Cetavia Investment Partners, LLC, d/b/a CityKillerz Ventures ("CityKillerz"). BY PARTICIPATING IN THE PROGRAM, YOU (IF YOU ARE ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL) OR YOUR COMPANY (IF YOU ARE ACTING ON BEHALF OF YOUR COMPANY) (the “Affiliate”) AGREE(S) TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS.

1. Definitions. Capitalized terms in this Agreement will have the meanings set forth below or attributed to them in various sections of the Agreement. However, use of the term "Affiliate" in this Agreement shall not be interpreted or construed to mean that any party to this Agreement is an "affiliate" of any other party for purposes of any federal and state securities laws. "Affiliate Originated Visitor" means a unique end-user who accesses the CityKillerz Site through an Affiliate Link on the Affiliate Site. "CityKillerz Brand Features" means CityKillerz trade names, trademark, service mark and/or logo authorized by CityKillerz and found at www.citykillerz.com. "CityKillerz Content" means CityKillerz- provided content. "CityKillerz Product" means all presets and other products and services sold at www.citykillerz.com. "CityKillerz Site" means the CityKillerz World Wide Web site that is the destination of the URL included by CityKillerz in the Link. "Intellectual Property Rights" means all rights in and to trade secrets, patents, copyrights, trademarks, know-how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing. "Link" means a hypertext and/or graphical link, to or from one Web site to another Web site that allows an Affiliate Originated Visitor to automatically transfer from the Affiliate Site to the CityKillerz Site.

2. Enrollment in the Program. CityKillerz will evaluate and notify you of your acceptance or rejection of your participation in the Program. CityKillerz may reject your participation and reserves the right to terminate this Agreement for any reason with or without notice to Affiliate including but not limited to a determination that the Affiliate Site is unsuitable for or incompatible with the Program.

3. Links. Affiliate agrees to promptly post at least one Link (the "Affiliate Link(s)") to the CityKillerz Site at one (or more) Web site(s) or Instagram pages owned or operated by Affiliate (the "Affiliate Site(s)") in no event later than five (5) business days following CityKillerz's acceptance of Affiliate into the Program. Affiliate Links to CityKillerz Site(s) may not be placed in search engines, newsgroups, unsolicited e-mail, banner networks, counters, chatrooms or guestbooks. We prohibit any masking of your URLs - making it appear as though your link is an official www.citykillerz.com link. You may not use links that automatically link the user to the www.citykillerz.com website in your search ads. Any Affiliate Link placed must be done so in such a way that it is not misleading to any Affiliate Originated Visitor and done so with the intention of delivering users to the CityKillerz Site. Affiliate acknowledges that the Affiliate Site will include the CityKillerz Brand Features, and Affiliate has no right to alter, remove, or customize the CityKillerz Brand Features. Affiliate will not use or display the Link(s) or the CityKillerz Brand Features in a manner that is defamatory, misleading, libelous, and obscene or otherwise potentially damaging to the reputation of CityKillerz, or the goodwill associated with the CityKillerz Brand Features.

4. Affiliate Obligations and Restrictions. Affiliate will be solely responsible for the development, operation and maintenance of Affiliate Site and for all materials that appear on Affiliate Site, including but not limited to: (a) the accuracy and appropriateness of materials posted on Affiliate Site; and (b) ensuring that materials posted on Affiliate Site do not violate or infringe upon the rights of any third party. Affiliate agrees to refrain from the following: (a) purchasing and/or using domain name(s) that incorporate any portion of the CityKillerz Brand Features; (b) purchasing any search engine keywords that outrank and/or outbid any of the CityKillerz Brand Features; (c) identifying the Affiliate site as an "official site"; and (d) changing any CityKillerz Product price and/or offering any additional Affiliate discounts or rebate on any CityKillerz Product. Affiliate hereby agrees to indemnify, defend and hold harmless CityKillerz, its members, officers, directors, employees, agents, partners, successors and assigns, from and against any and all claims, losses, liabilities, damages or expenses (including, without limitation, attorneys' fees) arising from the development, operation, maintenance and contents of Affiliate Site.

5. Competitive Services. If you are approved as an Affiliate, CityKillerz would prefer that you not be an affiliate or otherwise promote, market or sell any products that are competitive with CityKillerz Products. If you do market competitive products and services, you agree to place our Link, banners, and any other content identifying CityKillerz and/or describing the our products and services (the "Content") in a location and in a manner on your Site that is equal to or better than the location and manner in which you place a competitor's Content.

6. Order Processing. CityKillerz will process orders placed by users who follow the Links from Affiliate's Site to CityKillerz's Web Site. CityKillerz reserves the right to reject or withhold acceptance or fulfillment of orders for any reason or for no reason, including but not limited to the failure of any customer making an order to comply with our terms and conditions of sale (which we may revise periodically without notice to you). CityKillerz will be responsible for all aspects of order processing and fulfillment. The amount of sales generated using the Affiliated Links from Affiliate Site to CityKillerz Site will be tracked by CityKillerz (the "Tracking Data"). Upon written request, Affiliate will be provided access to Tracking Data where Affiliate can check the Affiliate Site's sales activity on a regular basis. To permit accurate tracking and reporting, Affiliate must ensure that the Links between Affiliate Site and CityKillerz Site are properly formatted and are maintained.

7. Commissions. Phone sales are not eligible for commissions under this program. In order to be eligible to earn a commission (“Commissions”), your clients must order by clicking on the affiliate link you place on your Web site. Affiliate will eligible to receive a commission equal to 15% of monthly net sales of CityKillerz Products that result solely from orders placed by an Affiliate Originated Visitor clicking on an Affiliate Link.

8. Payments. Subject to Section 7 above, CityKillerz will pay Affiliate the Commissions earned, which payments will be calculated on a monthly basis. Approximately forty-five (45) days following the end of each calendar month during the Agreement, CityKillerz will pay Affiliate through Paypal an amount equal to the Commissions you earned in such month, less any other fees or reduction for returns that CityKillerz is required by law to withhold, and excluding fraudulent, redundant, or non-qualifying Commissions. If the Commissions payable to Affiliate for any calendar month are less than $50.00, CityKillerz will hold those fees until the total amount due is at least $50.00 (unless this Agreement is terminated). Affiliate may be taxed on the accrual of Commissions, depending on the tax laws of Affiliate's federal, state, and local jurisdictions. Affiliate shall be responsible for any and all tax liability arising out of your accrual or receipt of Commissions and Affiliate hereby agrees to indemnify and hold CityKillerz harmless from any and all claims, damages, and expenses (including, without limitation, attorneys' fees) arising from such tax liability.

9. License Grant. CityKillerz hereby grants to Affiliate a limited, non-exclusive, royalty-free, nontransferable, worldwide license, without the right to sublicense, to use, reproduce, publicly perform, distribute and display the CityKillerz Brand Features and CityKillerz Content at the Affiliate Site solely in the form delivered by CityKillerz. Affiliate is only entitled to use the CityKillerz Brand Features and CityKillerz Content to the extent that the Affiliate is a member in good standing in the Program.

10. Reservation of Rights. CityKillerz reserves all rights other than those expressly granted in this Agreement, and no licenses are granted except as expressly set forth herein. CityKillerz retains all right, title, and interest in and to the CityKillerz Brand Features and the CityKillerz Site, together with all Intellectual Property Rights thereto. In addition, CityKillerz shall establish all CityKillerz Product pricing and associated fees. CityKillerz may, in its sole discretion, change the CityKillerz Product pricing with or without notice.

11. Program Information. CityKillerz will own all right, title and interest in and to all information that is created or collected in the operation of the CityKillerz Site including, without limitation: (i) any contact information collected from any Affiliate Originated Visitors, (the "Contact Information"); and (ii) any information collected about product sales at the CityKillerz Site generated through the Affiliate Link(s) (the "Sales Information"). CityKillerz will not share contact information with Affiliates and/or other third parties. CityKillerz will make certain Sales Information available to Affiliate from time to time. Affiliate will not disclose any Sales Information to any third party without CityKillerz's prior written approval. Subject to the terms and conditions of this Agreement, CityKillerz grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Sales Information solely in the manner and subject to the restrictions set forth in this Section. Each party to this Agreement shall comply with its respective privacy policies and statements in handling, using and disclosing any Contact Information and Sales Information.

12. Termination. This Agreement will become effective on the first date on which Affiliate participates in the Program and ends when terminated by either party in accordance with this Agreement. This Agreement may be terminated (i) by CityKillerz, with or without cause, and with or without notice to Affiliate, and (ii) by Affiliate, with or without cause, by removing the CityKillerz Brand Feature from the Affiliate Site, and notifying CityKillerz of its intention to terminate the Agreement. Upon termination or expiration of the Agreement: (i) all licenses granted herein shall terminate; (ii) Affiliate shall immediately remove any Affiliate Link(s) and CityKillerz Brand Features from Affiliate Site; (iii) CityKillerz will pay Affiliate any accrued and unpaid fees, provided such fees exceed $25; and (iv) Sections 14, 15, 16, 17, 18, 20, and 21 and this sentence will survive the termination of this Agreement. If CityKillerz should terminate this Agreement because Affiliate is in breach of a material term of this Agreement, CityKillerz may withhold Commissions payable to you in an amount equal to the amount by which CityKillerz believes in good faith that it has been damaged by such breach, including prospective damages and damages resulting from claims by third- parties caused by such breach.

13. Modification. At any time and in CityKillerz's sole discretion, CityKillerz may modify any of the terms and conditions contained in this Agreement by (i) posting a change notice or a new agreement at www.citykillerz.com and/or (ii) e-mailing a revised agreement to Affiliate. If any modification is unacceptable to Affiliate, Affiliate's only recourse is to terminate this Agreement. Affiliate's continued participation in the Program following CityKillerz's posting of a change notice or new agreement on www.citykillerz.com and/or affiliate's receipt of a revised agreement will constitute binding acceptance of the modification.

14. Disclaimer. THE CITYKILLERZ SITE AND RELATED SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTY, AND CITYKILLERZ EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE CITYKILLERZ SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, CITYKILLERZ MAKES NO REPRESENTATION OR WARRANTY THAT THE LINKS, THE TRACKING DATA, THE OPERATION OF CITYKILLERZ'S SITE, OR CITYKILLERZ’S PROCEDURES AND SYSTEMS FOR TRACKING AND REPORTING SALES GENERATED BY YOUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND CITYKILLERZ SHALL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA. CITYKILLERZ SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO ANY OF YOUR CUSTOMERS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF CITYKILLERZ'S PRODUCTS

15. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL CITYKILLERZ BE LIABLE, WHETHER IN TORT, CONTRACT OR OTHERWISE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR ANY LOSS OF REVENUE, PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING FROM OR RELATING TO ANY PROVISION OF THIS AGREEMENT OR THE PROGRAM. WITHOUT LIMITING THE FOREGOING, CITYKILLERZ'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT.

16. Authority. If the person entering into this Agreement is acting on behalf of his or her company, such person represents to CityKillerz that he or she has all requisite corporate power and authority to enter into this Agreement on behalf of Affiliate, that this Agreement has been duly authorized by Affiliate and that this Agreement will constitute the legal, valid and binding obligation of Affiliate. Such person hereby agrees to indemnify and hold CityKillerz harmless from any and all claims, damages and expenses (including, without limitation, attorneys' fees) arising from any breach of this Section. If the person entering into this Agreement is acting on one's own behalf, such person represents to CityKillerz that he or she is an individual, 18 years of age or older, who is a U.S. citizen or permanent resident and is not a citizen or permanent resident of Cuba, Iran, Iraq, North Korea, Libya, Sudan or Syria.

17. Publicity. Affiliate shall not create, publish, distribute, or permit any written material that makes reference to CityKillerz without first submitting such material to CityKillerz and receiving written consent from CityKillerz.

18. Relationship of Parties. Affiliate and CityKillerz are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship, or the relationship of principal and agent between the parties. Affiliate will have no authority to make or accept any offers or representations on CityKillerz's behalf. Affiliate will not make any statement, whether on Affiliate Site or otherwise, that reasonably would contradict anything in this Section. Affiliate, as an independent contractor, will have sole responsibility for its expenses, employees, sales representatives and agents.

19. Communications. Affiliate understands and agrees that so long as you are an Affiliate, CityKillerz may contact you on a periodic basis with information about CityKillerz's affiliate programs.

20. Miscellaneous. This Agreement shall be interpreted in accordance with the laws of the State of Washington without reference to conflicts of laws provisions, and any legal proceeding arising out of this Agreement will occur in King County, California. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. This Agreement contains the entire agreement between CityKillerz and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between CityKillerz and Affiliate with respect to the subject matter hereof. Affiliate may not assign all or any part of this Agreement without CityKillerz's prior written consent. Except as set forth in Section 13, this Agreement may not be modified without the prior written consent of both parties.

21. Notice. Any notice to be given hereunder will be in writing and given by facsimile, postpaid registered or certified mail return receipt requested, or electronic mail. The date of receipt shall be deemed the date on which such notice is given. Notice to CityKillerz will be directed to CityKillerz Ventures, 1420 Fifth Avenue, Suite 2200, Seattle, Washington 98101, Attn: Mark A. Finkelstein, Phone: (206) 652-3266.

22. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties to this Agreement and their respective successors and assigns.

23. Independent Investigation. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.