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Rollo Marketing Affiliate Program Agreement

This is a contract between you (the “Affiliate”) and us (“Rollo” or “we” or “us” where applicable). It describes how we will work together and other aspects of our business relationship.  This Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). 

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as described below.

Definitions

  • “Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
  • “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.  
  • “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
  • “Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
  • “Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program. The Affiliate Tool may be in the form of a unique identification (ID) assigned to you by Rollo upon acceptance into the Marketing Affiliate Program that is used for commission tracking purposes
  • “Agreement” means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.
  • “Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.
  • “Customer” means the authorized actual user of the Rollo Products who has purchased or signed up for the Rollo products after being an Affiliate Lead.
  • “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.
  • “Customer Data” means all information that Customer submits or collects via the Rollo Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Rollo Products.
  • “Hardware Products” means the Rollo printers offered for sale to Customers by Rollo as further described on https://www.rollo.com/. 
  • “Rollo Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
  • “Rollo Products” means each of the Hardware Products, the Subscription Service and Other Products.
  • “Marketing Affiliate Program Policies” means the terms, a current version of which is located at Exhibit B below, and as may be further updated and described on https://www.rollo.com/.
  • “Other Products” means those products and services that we offer, which are not Hardware Products and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, accessories (e.g., labels, label holders, shipping tape,), and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
  • “Subscription Service” means our web-based shipping software platform that is subscribed to, and developed, operated, and maintained by us, accessible via https://www.rollo.com/ . 
  • “We”, “us”, “our”, and “Rollo” means Nelu, LLC (dba Rollo).
  • “You” and “Affiliate” means the party, other than Rollo, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, resale, installation, implementation and use of similar services and products of third parties.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement will apply in full force and effect, until terminated, pursuant to the terms set forth below.  Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our Rollo Partner Programs, including our Solutions Partner Program or our App Partner Program. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions 

Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or, as applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. 

Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, or (v) the Customer participates in any of our partner programs. If at any point you are eligible to receive a revenue share payment or commission under another Program at Rollo, that payment amount will not change based on your participation in the Affiliate Program.

Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Rollo. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission, one of our existing customers.  Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.  An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects.  Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Rollo and an Affiliate Lead will be at Rollo’s discretion.

Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions; (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account; and (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.  In the event that a sale otherwise eligible for a Commission is refunded, Rollo reserves the right to reverse any commissions paid upon such sale.

Commission Currencies. We, or the Affiliate Tool if applicable, will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).

Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool. 

Hardware Product Orders.  Valid orders for Hardware Products will be accepted by us in our sole and reasonable discretion.  We will handle packaging, shipping and delivery to Customers within the U.S.  International shipping and related terms may be subject to additional terms and conditions between us.  You will be eligible for payment of Commissions per the Program Policies on such accepted orders thirty (30) calendar days after receipt of payment for goods by Rollo.

Training and Support

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

Rollo is a registered trademark and Rollo Ship Manager is a trademark of Nelu, LLC.  During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, or otherwise, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our Trademark Usage Guidelines, which will be provided to you upon request; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights 

Rollo’s Proprietary Rights.  No license to any software is granted by this Agreement. The Rollo Products are protected by intellectual property laws. The Rollo Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Rollo Products, except in regards to hardware products sold hereunder. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Rollo Content, or the Rollo Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Rollo Content, you must comply with our Content Usage Guidelines, which will be provided to you upon request. Rollo, the Rollo logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
As your option, you may provide feedback or suggestions about the Rollo Products to Rollo (“Feedback”). If you provide Feedback, then Rollo may use that Feedback without restriction and without obligation to you.

Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Rollo Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality  

As used herein, “Confidential Information” means (a) all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) whether orally or in writing, that is designated as confidential, and (b) Rollo customer and prospect information, whether or not otherwise designated as confidential, which will be deemed Rollo’s Confidential Information. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated as defined herein.

Termination Without Cause.  Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers (which may include misuse or unapproved distribution or publication of the Affiliate Tool or Links outside of our prior approval.

Effects of Expiration/Termination.  Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, or (iii) by you according to the ‘Termination for Agreement Changes’ section, will not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event will you be entitled to payment of Commission under this Agreement related to any future revenue share payments, if appliable. We will not pay you fees on Customer Transactions recognized by us nor any revenue share entitlements, if any, after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement will not cause a Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Rollo with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements, including applicable anti-bribery regulations, that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Rollo Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Rollo’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Rollo products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.  

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will notify you in writing within thirty (30) days of our becoming aware of any such claim, give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim; provided that we reserve the right to secure legal counsel at our own option of which any fees incurred by Rollo in connection with such process may be recoverable by Rollo if ultimately awarded by a court of competent jurisdiction. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND ROLLO’S AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE ROLLO PRODUCTS, ROLLO CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE ROLLO PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE ROLLO PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING ANY CONFLICTING TERMS HEREIN, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, ROLLO WILL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

Miscellaneous

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement will be governed by the laws of Nevada, without regard to the conflict of laws provisions thereof. In the event either of us initiates any legal action in connection with this Agreement, the exclusive venue and jurisdiction of such action will be in the state and federal courts in Nevada.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions related to Rollo’s proprietary or indemnification rights herein, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws.  You will comply, and will ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation anti-bribery laws, export and trade laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You will not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Rollo Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.  You will not directly or indirectly export, re-export, or transfer the Rollo Products to prohibited countries or individuals or permit use of the Rollo Products by prohibited countries or individuals.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.


To Rollo:
Nelu, LLC d/b/a Rollo
Attn: Legal Department
PO BOX 14923
Las Vegas, NV 89114

To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us.

Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or will confer upon any person or entity (other than the parties hereto) any right, benefit or remedy.

Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference – a current version is located at Exhibit B.

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement,

Sales by Rollo. This Agreement will in no way limit our right to sell the Rollo Products, directly or indirectly, to any current or prospective customers.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival. The following sections will survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘Miscellaneous’.

Exhibit A

Rollo – GDPR Data Processing Addendum (Affiliates)

This Data Processing Addendum (“Addendum”) sets out the terms that apply as between Rollo and Marketing Affiliate when processing EEA personal data in connection with the Marketing Affiliate Program.  This Addendum forms part of the Marketing Affiliate Program Agreement. Capitalized terms used in this Addendum will have the meanings given to them in the Marketing Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.  

Definitions: (a) “controller,” “processor,” “data subject,” and “processing” (and “process”) will have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.

Purposes of processing.  The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data.  Each party will process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.

Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, Rollo will be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Marketing Affiliate Program.

Compliance with law. Each party will separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data.  Neither party will be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party will be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and will make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.

International transfers.  Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party will process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU  unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to Rollo and Rollo is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), Rollo agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. Rollo agrees that it is a “data importer” and the Marketing Affiliate is the “data exporter” under the Model Clauses (notwithstanding that Rollo may be an entity located outside of the EEA).

Security.  Each party will implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party will notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.

EXHIBIT B

ROLLO MARKETING AFFILIATE PROGRAM POLICIES

Commissions

  1. Commission Rates. Available commissions are set forth in the Affiliate Tool. Commissions may be based on either purchase or signup (not both), and purchase commissions may be calculated based on monthly or annual purchases at the rates set forth in the Affiliate Tool.

Hardware Product Customer Transactions.  You will be eligible for commissions on completed transactions for Hardware Products in an amount of 10% of the net sales price for such Hardware Products.

  • Limitations:

a. You will receive commission for purchases made by referred and accepted new customers who are not in an active sales process with us at the time of the Affiliate Link click.

b. The customer needs to be an active customer for the locking period in the Affiliate Tool.

c. Commissions for Customer Transactions will only be counted if they start and are completed on Rollo.com (i.e., we will not be able to track purchases made on international websites, if any)

d. Affiliate links may rely on cookies to track referrals. Therefore, if cookies get cleared, we may not be able to track these events.

e. Cookie windows are stated in the Affiliate Tool.  In the absence thereof, the cookie window is 7 days of clicking your Affiliate Link.

f. Only affiliate links can be used to track referrals. Incorrect use of affiliate links will cause inability to track referrals. 

g. Fraudulent or stolen attribution is a non-payable event. If we suspect fraud (for example, if we see that signups are all from the same city or IP address), misuse or unapproved distribution or publication of Affiliate Links or Affiliate Tool, we may require you to prove that the referrals are valid.

h. As of the current date, Commission payments will only be paid by Rollo through the PayPal payment platform.