Affiliate Agreement

This Affiliate Agreement (the "Agreement") is entered into by and between Just eSIM Limited, with its principal place of business at Tower B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong, registration number 3167139 (hereinafter referred to as the "Merchant"), and any eligible person or entity registered by applying to [email protected] (hereinafter referred to as the "Affiliate"). Registration on the said email constitutes full adherence of the terms hereof by the Affiliate.

Recitals

WHEREAS, the Merchant operates the services under Just eSIM brand;

WHEREAS, the Affiliate possesses the necessary resources, skills, and capabilities to effectively market and promote the Merchant services;

WHEREAS, the Merchant desires to engage the Affiliate to refer and attract new clients to utilize the Merchant services;

WHEREAS, the parties intend to establish the terms and conditions governing their relationship as it pertains to the promotion and referral of clients for the Merchant services;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Appointment and Obligations

1.1. Appointment of Affiliate

1.2. Affiliate Obligations

2. Commission and Payments

2.1. Commission Structure

2.2. Payment Terms

2.3. Payment Disputes

Marketing and Promotion

3.1. Permitted Marketing Activities

3.2. Marketing Guidelines

3.3. Prohibited Activities

4. Intellectual Property

4.1. Ownership

4.2. Use of Intellectual Property

4.3. Protection of Intellectual Property

5. Confidentiality

5.1. Confidential Information

5.2. Confidentiality Obligations

5.3. Return of Confidential Information

6. Term and Termination

6.1. Agreement Term

6.2. Termination for Convenience

6.3. Termination for Cause

6.4. Effect of Termination

7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

7.2. Indemnification

8. Governing Law and Dispute Resolution

8.1. Governing Law

8.2. Dispute Resolution

8.3. Waiver of Jury Trial

9. Miscellaneous

9.1. Entire Agreement

9.2. Amendments

9.3. Assignment

9.4. Third Party Rights

9.5. Severability

9.6. Notices

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