• DEFINITIONS

In these Terms, the following definitions apply.

1. The term “Referred User” means a person who meets each of the following requirements: i) the person is introduced to Peach Club by the Affiliate through the use of the Peach Club Affiliate Program; ii) opens an account with Peach Club by means of a designated and unique hyperlink (“Link”) or Referral Code (“Code”) provided by Peach Club; ii) never had a business relationship with Peach Club beforehand; iii) enters into a business relationship with Peach Club; and iv) does not chargeback any sum paid to Peach Club as a result of the foregoing condition.
2. The term “Non-Qualified Transaction” means traffic generated by Affiliate and/or Referred User and/or revenue generated by a Referred User that Peach Club, in its sole discretion, believes to be: i) obtained through improper means (including but not limited to those related to spamming); (ii) false and/or non-compliant with the Peach Club Affiliate Program Terms; (iii) obtained through misleading conduct and/or collusion and/or manipulation of the Peach Club Affiliate Program, whether or not Peach Club actually suffers any harm as a result.

• EFFECTIVE DATE AND TERM

1. 1. These Terms shall become effective as of the date you first access  to the Peach Club Affiliate Program and shall remain in effect indefinitely unless terminated in accordance with the termination provisions contained in these Terms. 
   2. Peach Club and Affiliate acknowledge that these Terms are not a franchise agreement within the meaning of applicable laws. 

• GRANT OF RIGHTS

1. 1. Subject to these Terms, Peach Club hereby grants Affiliate the right to participate in the Peach Club Affiliate Program and to advertise, market and promote the services offered by Peach Club.
   2. Affiliate agrees that these Terms do not create an exclusive contract between Peach Club and Affiliate. 
   3. Except as permitted in these Terms, Affiliate shall not: a) use Peach Club’s name or our Intellectual Property or any variations or misspellings thereof or any other terms confusingly similar to the foregoing without express prior written permission; b) use Peach Club’s intellectual property in any manner, except as expressly permitted herein, constitutes unlawful infringement of any trademark, copyright or other intellectual property right and may result in claims for damages and the obligation to pay attorneys’ fees and court costs in connection with any action or proceeding in which we seek to enforce rights under these Terms or with respect to any of Peach Club’s intellectual property rights.

• AGREEMENTS

1. 1. In exchange for commissions payable by Peach Club, Affiliate agrees to act as a referrer and agent to introduce potential users to Peach Club and to provide Peach Club with the following services: i) targeting potential users and/or otherwise promoting Peach Club through online or offline traffic sources. ii) Provide truthful, fair and accurate information to prospective clients about the services offered by Peach Club. iii) Comply with any business-related instructions or directions given to Affiliate by Peach Club in the performance of the services contemplated herein. 
   2. Affiliate shall not permit its interests to conflict with its obligations under these Terms and shall comply with all reasonable and lawful instructions of Peach Club.
   3. If Peach Club, in its sole discretion, believes that Affiliate is not meeting the requirements of Peach Club, as set forth in these Terms, or that Affiliate is otherwise unfit to provide services to Peach Club, Peach Club may, in its sole discretion, terminate these Terms effective immediately by providing written notice to Affiliate without prejudice to Peach Club’s rights under these Terms.
   4. Affiliate shall have no authority and shall not hold itself out as having authority or permit any person to hold itself out as having authority to bind Peach Club in any way, and shall not take any action or otherwise conduct itself in such a manner as to create the impression that Affiliate has authority to do so. Any breach of the provisions of this clause shall entitle Peach Club to terminate these Terms immediately by written notice to Affiliate.
   5. Affiliate may only use such marketing or promotional materials relating to Peach Club or the services as are provided to Affiliate by Peach Club. Affiliate shall not create any such material or use Peach Club’s name, logo or intellectual property without Peach Club’s prior written consent and approval. For this purpose, Peach Club agrees to provide and Affiliate agrees to adhere to Peach Club’s use of its logo rules as set out in Peach Club’s logo use guidelines and on the Peach Club Brand Page.
   6. Peach Club shall have the right, in its sole and absolute discretion, to reject any traffic sources used by Affiliate. Affiliate shall cease using the Peach Club Affiliate Program immediately upon receipt of notice from Peach Club to that effect. 
   7. The parties agree that the services provided under these Terms are provided at Affiliate’s own expense and risk.

• COMPLIANCE WITH LAWS AND REGULATIONS

1. 1. Each party shall, at its own expense, comply with all applicable laws and regulations relating to its activities under these Terms, as amended from time to time, as well as comply with all conditions applicable to it contained in any applicable licenses, registrations, permits and approvals.
   2. Affiliate will abide by Peach Club’s marketing and communications policies, as issued by Peach Club.
   3. Affiliate understands, accepts and agrees that it will at all times ensure that none of its actions result in any actual or potential violation of applicable laws and regulations and agrees to cooperate with Peach Club in any requests to achieve or improve Peach Club’s compliance with applicable laws and regulations.
   4. Affiliate agrees to fully cooperate with Peach Club at all times and to provide all documentation, communication records, and other information and clarifications that Peach Club may require to make such assessments.

• COMMISSION, RESULTS REPORT AND PAYMENT

1. 1. Subject to the provisions of this clause and provided that the Affiliate complies at all times with its obligations under these Terms, the Affiliate shall earn the following commissions:
      i) 5% uncapped per month of the revenue generated from the referred creator’s earnings, calculated as 5% of the referred creator’s earnings for a whole year from the time of referral.
      Note: Referral earnings from a creator won’t apply during their promotional period, but you will still earn from their spend.
      ii) 1% uncapped per month of the revenue generated from the referred user’s spending on the platform, calculated as 1% of their spending for a whole year from the time of referral. This applies to all users, including both fans and creators, who make purchases on the platform.
      Note: Fan referrals are not impacted by promotional periods, and you’ll continue earning from their spend as usual.
   2. Peach Club reserves the right to change the in Clause 6.1 described Commission at any time. However, commissions due for referrals made during the in Clause 6.1 defined term remain unaffected until the expiration of such term.
   3. Once the requirements set out have been achieved, Commission will be payable within 30 days of the preceding calendar month.
   4. Affiliate acknowledges and agrees that Peach Club shall at all times have the sole right, subject to applicable laws and regulations, to determine whether to accept a prospective user as a Referred User.
   5. Affiliate is responsible for making sure that their links are working correctly after making any changes to them. Peach Club shall have the right to track the use of links via a so-called tracking cookie. Commission may not be paid for tracking errors caused by editing, masking, redirecting, or tampering with affiliate links or tracking cookies, as determined at the sole discretion of Peach Club. Affiliate is not allowed to use any techniques that set the tracking cookie without the prospective user actually clicking on the referral link.
   6. Notwithstanding anything to the contrary in these Terms, no Commission will be paid to Affiliate i) before he/she has registered and fulfilled the other conditions stated herein; ii) if websites are blocked, IP addresses are blacklisted, due to the use of faulty plugins, failure to update, spamming, etc.
   7. Peach Club has the right to suspend and/or withhold accrued but unpaid commissions if Affiliate violates any provision of these Terms or any applicable provision. 
   8. Further, it is hereby clarified that in any case where Peach Club determines that suspected transactions are not in fact qualified, Peach Club shall have the right, in addition to any other rights or remedies available to Peach Club under these Terms or applicable law, to block access to the Peach Club Affiliate Program for such Affiliate, to modify such Commission (including retroactively), and to immediately block such Affiliate’s access to the Peach Club Affiliate Program, without compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Peach Club , its affiliates, its directors, officers, shareholders and employees with respect to any such action taken by Peach Club. 
   9. Peach Club reserves the right to take legal action against Affiliate in the event Affiliate attempts to manipulate Peach Club and/or abuse the Peach Club Affiliate Program. Without limiting the foregoing, Peach Club reserves the right to withhold, offset and/or deduct any payments due to Affiliate in the event of such manipulation and/or abuse, and may also terminate these Terms with immediate effect.
   10. Peach Club shall have the right to change the Commission from time to time.
   11. Affiliate shall bear its own costs of providing the Services under these Terms and shall be solely responsible for the payment of all personnel, marketing, communications, administrative and other overhead costs, taxes and/or duties and/or fees and charges arising from the provision of the Services under these Terms (including domain and other Internet-related payments).

• REPRESENTATIONS AND WARRANTIES

1. 1. Affiliate hereby represents and warrants to Peach Club (i) that it is capable of entering into these Terms and performing the Services contemplated hereby, (ii) that it will not violate any applicable laws and regulations in performing the Services, (iii) that it is not insolvent or subject to any administrative, bankruptcy, tax or other proceedings.
   2. The Affiliate agrees to inform potential users that their legal relationship is exclusively with Peach Club and that all communication is exclusively with Peach Club.

• INTELLECTUAL PROPERTY

1. 1. Affiliate acknowledges and agrees that the intellectual property rights owned by Peach Club remain the property of Peach Club and that nothing in these Terms or in any disclosures made during the course of or arising from these Terms shall be construed as granting to Affiliate any right, entitlement, license, patent, copyright, design license or other intellectual property rights now or hereafter existing.
   2. Nothing in these Terms shall be deemed a waiver, assignment or claim by Peach Club of any such intellectual property rights.

• CONFIDENTIALITY

1. 1. Affiliate agrees not to disclose to any person during these Terms and for a period of five (5) years after termination of these Terms any confidential information concerning Peach Club’s business, marketing strategy, affairs, and users, except as permitted by Peach Club.
   2. Affiliate may disclose Peach Club’s Confidential Information as follows: i) to its employees, officers, agents or consultants who need to know such information for the performance of Affiliate’s obligations under these Terms. Affiliate shall ensure that its employees, officers, agents or consultants to whom it discloses Confidential Information comply with this clause and are bound by appropriate confidentiality and professional obligations to Affiliate; and ii) to the extent required by law, court of competent jurisdiction or governmental authority.
   3. Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under these Terms.
   4. All documents and other records (whether oral, written, electronic or otherwise, regardless of medium) containing Confidential Information received by Contract Affiliate from Peach Club shall be promptly returned to Peach Club upon termination of these Terms and copies shall not be retained. If Confidential Information has been stored physically, electronically or otherwise, Affiliate must return one copy to Peach Club and certify to Peach Club that it has deleted all other copies, except for a single copy that it deems necessary to defend itself in any proceeding before a court of competent jurisdiction or governmental authority.

• INDEPENDENT CONTRACTORS

The relationship between Peach Club and Affiliate is that of independent parties. Nothing in these Terms is intended to create an employee-employer relationship, an affiliation or joint venture between the parties, to make one party the agent of another party, or to authorize any party to incur or assume any obligation for or on behalf of any other party.

• TERMINATION

1. 1. Without prejudice to any other rights or remedies available to it and subject to the provisions of Clause 2, either party may terminate these Terms for any reason immediately with written notice.
   2. Peach Club shall have the right to terminate the Affiliate Program at any time and for any reason.
   3. Notwithstanding the foregoing, Peach Club may terminate these Terms effective immediately by written notice to Affiliate if: i) Affiliate commits a material breach of these Terms; ii) Affiliate creates or uses advertising in the Marketing that violates these Terms.
   4. All amounts owed by either party to the other under the terms of these Terms shall become immediately due and payable.

• CONSEQUENCES OF TERMINATION

Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to recover damages for breaches of the Agreement that existed at or prior to the date of termination.

• DATA PROTECTION

1. 1. For the purposes of applicable data protection laws, the parties agree to process any personal data submitted in accordance with applicable data protection law.
   2. Affiliate agrees that if it has provided any third party personal data to Peach Club, it has all necessary consents and notices to enable lawful transfer of such personal data to Peach Club, and agrees to indemnify Peach Club in respect of any liabilities, penalties, fines, awards or costs arising from its failure to comply with this requirement.

• AVAILABILITY OF THE PEACH CLUB AFFILIATE PROGRAM

1. 1. The Peach Club Affiliate Program is provided “as is” and on an “as available” basis. Peach Club does not warrant that the Peach Club Affiliate Program is free from defects and/or errors. To the fullest extent permitted by law, Peach Club makes no warranty (express or implied) as to fitness for a particular purpose, accuracy of information, compatibility or satisfactory quality.
   2. Peach Club assumes no liability for any interruption or unavailability of the Peach Club Affiliate Program due to external causes, including, but not limited to, failure of ISP equipment, host equipment, communications networks, power outages, acts of nature, acts of war, or legal restrictions and censorship.
   3. Peach Club may need to interrupt Affiliate’s access to the Peach Club Affiliate Program to perform scheduled or unscheduled maintenance or emergency services. Affiliate agrees that its access to the Peach Club Affiliate Program may be affected by unanticipated or unscheduled downtime for any reason, but that Peach Club shall not be liable for any damages or losses resulting from such downtime.

• OUR RIGHT TO CHANGE THESE TERMS 

1. 1. Peach Club reserves the right to revise these Terms at any time. 
   2. Revisions will be made only if necessary to comply with a change in relevant law or government regulation or to accommodate a change in business processes or procedures. 
   3. If Peach Club changes these Terms, Peach Club will notify Affiliate and provide notice by indicating at the top of this page that these Terms have changed and the relevant date. 

• ACCOUNT AND PASSWORD

1. 1. The Affiliate is responsible for keeping its user ID and password confidential. The Affiliate is also responsible for all users of its account who have access to it, whether or not the Affiliate has authorized its use. The Affiliate will immediately notify Peach Club of any unauthorized use of the Affiliate’s Peach Club Account.
   2. Affiliate is solely responsible for any loss, damage, fees or liability resulting from lost, stolen, hacked or otherwise compromised user IDs and passwords.
   3. Peach Club does not have access to the Affiliate’s current password and can only reset the Affiliate’s password for security reasons.

• PERMITTED USE

1. 1. Affiliate agrees not to use the Peach Club Affiliate Program for any purpose that is unlawful or prohibited by these Terms. Affiliate agrees not to use the Peach Club Affiliate Program in any manner that may be detrimental to the Peach Club Affiliate Program, or Peach Club’s general business.
   2. Affiliate agrees not to do any of the following:
      1. Reverse engineer or attempt to reverse engineer or disassemble any code or software from or on the Platform or the Peach Club Affiliate Program.
      2. Violate the security of the Platform or the Peach Club Affiliate Program through unauthorized access, circumvention of encryption or other security tools, data mining, or interference with hosts, users or networks.

• INDEMNITY AND REMEDIAL ACTION

1. 1. The Affiliate will indemnify Peach Club and keep Peach Club indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which Peach Club may suffer or incur as a direct or indirect result of any act or omission of the Affiliate in connection with its relationship with Peach Club or any user referred by the Affiliate to Peach Club or any failure by the Affiliate to perform any of the Affiliate’s obligations under this Agreement but excluding any Losses which result from Peach Club’s own negligence, fraud, willful misconduct or material breach by Peach Club of the terms of this Agreement.
   2. Without prejudice to the generality of the above, the Affiliate agrees to indemnify and hold harmless Peach Club for any Losses suffered as a result of Adverse Action.
   3. Where any Adverse Action consists of or relates to any derogatory or defamatory statement against Peach Club, the Affiliate undertakes to take such remedial action and make such corrective statement as Peach Club may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Affiliate will not be required to make any statement which is misleading or untrue. 

• LIMITATION OF LIABILITY

1. 1. Under no circumstances shall Peach Club be liable to Affiliate;
      1. Affiliate’s users or subscribers: nor any other person or entity
      2. Claiming through Affiliate, for any loss, liability, injury, or damage, of whatever kind or nature, resulting from or arising out of, or in connection with, this agreement or the products and services provided hereunder, now or in the future, or any mistakes, errors, omissions, delays, losses, or interruptions in the services arising out of or in connection with the Peach Club’s Services and the Peach Club Affiliate Program; and, without limiting the generality of the foregoing, Peach Club shall in no event be liable for any indirect, incidental, punitive, exemplary, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of action, even if Peach Club has been advised of the possibility of such damages or could have foreseen such damages, whether resulting from breach of its obligations under this agreement or otherwise. 
   2. Furthermore, Affiliate hereby expressly agrees that the total aggregate liability arising with respect to this Agreement shall never exceed the total commissions paid to Affiliate under this agreement during the 3-month period immediately preceding the event giving rise to such liability.

• BINDING ARBITRATION

1. 1. If we are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 
   2. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA Website www.adr.org. 
   3. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules.
   4. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. 
   5. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law.

• CLASS ACTION WAIVER

The parties agree that (i) no arbitration proceeding hereunder whether a consumer dispute or a business dispute shall be certified as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other customers or potential customers or persons similarly situated, and (ii) no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding. The parties agree to arbitrate a consumer dispute or business dispute on an individual basis, and each waives the right to participate in a class action.

• WAIVER OF JURY TRIAL

Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.

• CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

• EUROPEAN ONLINE DISPUTE RESOLUTION

The European Commission provides an Online Dispute Resolution (OS) platform, which can be found at http://ec.europa.eu/consumers/odr/.

• OTHER IMPORTANT TERMS

1. 1. These Terms constitute the entire Agreement between the parties and supersedes all prior agreements, promises, representations, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. All notices shall be given by email to either party using the last known email address. Such notice shall be deemed received on the date of mailing if the email is received in full on a business day, and on the next business day if the email was sent on a weekend or holiday.
   3. The failure or delay of any party to exercise any right or remedy under these Terms or under law shall not constitute a waiver of such or any other right or remedy, nor shall it prevent or limit the further exercise of such or any other right or remedy. The single or partial exercise of any such right or remedy shall not prevent or limit the further exercise of that or any other right or remedy.
   4. If any provision or part of any provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed amended to the extent necessary to make it valid, legal and enforceable. If such amendment is not possible, the provision or part-provision in question shall be deemed deleted. Any modification or deletion of a provision or portion of a provision under this clause shall not affect the validity and enforceability of the remaining provisions of these Terms.
   5. Each party agrees that these Terms herewith may be electronically signed, and that any electronic signatures appearing on these Terms are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: i) Checking a box or a ‘click to accept’ button; or ii) Typing a name; or iii) Pasting an image of a signature; or iv) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.
   6. These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its choice of law provisions.