TINY SPOON CHEF AFFILIATE PROGRAM TERMS AND CONDITIONS

The following terms and conditions govern Tiny Spoon Chef, Inc.’s (the “Company” or “Tiny Spoon”) Affiliate Marketing Program. The Company reserves the right to modify, amend, or revoke these provisions at any time, in its sole discretion.

Definitions

“Affiliate Program” means Tiny Spoon’s affiliate program as described herein.

“Affiliate Lead” means an in-home personal chef customer prospect referred by Affiliate to Tiny Spoon who completes Tiny Spoon’s intake consultation for the provision of weekly (or more frequent) in-home personal chef services (the “Services”) after being referred by Affiliate. Current and former customers or prospects of Tiny Spoon shall not constitute Affiliate Leads even if Affiliate subsequently refers them to us.

“Affiliate Policies” means the policies applicable to this Agreement which we may make available to you from time to time.

"Program" means this Affiliate Program, including but not limited to these Terms and Conditions and all materials referred to herein.

“Commission” means the amount set forth herein for a Qualified Customer Transaction.

“Qualified Customer” means the authorized actual user of the Services who has purchased or agreed to purchase the Services after being an Affiliate Lead.

“Qualified Customer Transactions” means those completed and paid transactions by Qualified Customers constituting at least five (5) Services visits that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.

"Customer Data" means all information that any Affiliate Lead or Qualified Customer submits, provides, posts, uploads, inputs or otherwise provides to Tiny Spoon.

"Tiny Spoon Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags Tiny Spoon uses or incorporates in the operation of its business, including but not limited to the provision of the Services.

“Other Products” means products and services Tiny Spoon offers which are not included in the Services; including, for purposes of this Agreement, private event and catering services, recipe development, nutrition counseling or services, and any additional support or other services.

"We", "us", “our”, and “Tiny Spoon” means Tiny Spoon Chef, Inc.

“You” and “Affiliate” means the party, other than Tiny Spoon participating in the Affiliate Program.

1. Non-Exclusivity

The Program does not constitute or create any exclusive arrangement between the Company and Affiliate.

2. Affiliate Acceptance

After we invite you to seek participation as an Affiliate, we may ask you to submit a formal application for our review, including providing any additional information we reasonably request to review your application. If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions set forth herein shall apply in full force and effect, until terminated.. Further, you will need to complete any enrollment criteria, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in immediate termination of participation in the Program. Affiliate agrees to comply with the Program terms and conditions of this and any applicable Program Policies.

3. Qualified Customer Transactions

The Company will pay Affiliate a Commission as described below for each new Qualified Customer who completes the minimum applicable Qualified Customer Transactions after being referred by Affiliate; provided that Affiliate remains eligible to receive Commission pursuant to the these terms and conditions.

The start of the Customer’s Services is determined by the date of the Qualified Customer’s first paid receipt of Services. Affiliate may not receive more than one Commission payment for each Qualified Customer (or any other resident of the same household as the Qualified Customer) who satisfies the Qualified Customer Transactions, regardless of any additional purchases of Services or other Products by that same Qualified Customer.

4. Eligibility

To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the Acceptance and Validity provisions below, and (ii) the minimum Qualified Customer Transactions must have been completed. An Affiliate is not eligible to receive Commission or any other compensation from the Company based on transactions for Other Products or if: (i) such compensation is disallowed or limited by applicable federal, state or local law or regulation; or (ii) we determine in our sole judgment that the Affiliate Lead, Qualified Customer, Qualified Customer Transactions, or Commission payment has been obtained in error, by dishonest or fraudulent means, in violation of any Affiliate Program Policies the Company makes available, or by any other means that we deem to breach the spirit of the Affiliate Program.

5. Acceptance and Validity.

Affiliates will only be eligible for a Commission payment for any Qualified Customer Transactions that derived from Affiliate Leads generated by Affiliate and accepted by the Company. An Affiliate Lead will be considered valid and accepted if, in our sole reasonable determination: (i) it is a new potential customer of ours; (ii) is not, at the time of submission or within thirty-six (36) months prior, one of our pre-existing customers, or involved in our active sales process; and (iii) is not a resident of the same household as any other Qualified Customer or Affiliate Lead. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our sole discretion. If an Affiliate Lead does not purchase the Services during the period this Agreement is effective Affiliate will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the expiration or other termination of this Agreement.

6. Commission and Payment.

Tiny Spoon will calculate eligible Commission payments within 14 days after the end of each fiscal quarter. Subject to these terms and conditions, the Company will pay Affiliates a Commission at the rate of $150.00 (One Hundred and Fifty Dollars) for each Qualified Customer completing the Qualified Customer Transactions. For Qualified Customers in excess of twenty (20) who complete the Qualified Customer Transactions the Commission rate shall be $200.00 (Two Hundred Dollars). We reserve the right to modify the Commission amounts in our sole discretion.

Commission payments will be made quarterly, within thirty (30) days after Tiny Spoon’s determination of the eligibility and calculation thereof. Affiliates shall not be entitled to more than one Commission payment or similar referral fee per Qualified Customer referred to us, regardless of the number of Qualified Customer Transactions such Qualified Customer generates.

In order to receive payment under this Agreement, Affiliates must have: (i) completed all steps necessary to qualify and become accepted as an Affiliate, in the sole discretion of Tiny Spoon; (ii) acknowledged and agreed in writing to these Terms and Conditions; (iii) have provided us a valid and up-to-date payment method; (iv) completed any and all required tax documentation in order for us to process any payments that may be owed to you.; and (v) remain an Affiliate in active and good standing on the last day of the applicable fiscal quarter.

7. Requirements for Payment; Forfeiture.

Notwithstanding the foregoing or anything to the contrary in these Terms and Conditions, if any of the requirements set forth in section 6 above remain outstanding for sixty (60) days immediately following the close of a Qualified Customer Transaction, then Affiliate’s right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay Affiliates a Commission associated with a Forfeited Transaction.

8. Taxes.

Affiliates are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. Affiliates acknowledge and agree that we may in our sole discretion offset all amounts payable by us to Affiliates against any amounts owed by such Affiliate to us.

9. Trademarks.

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

10. Proprietary Rights.

Tiny Spoon’s Services, Products, and content are protected by intellectual property laws, and we retain all ownership rights in them. Affiliates agree not to copy, rent, lease, sell, distribute, or create derivative works based on any Tiny Spoon content, Services, or Products in whole or in part, by any means, except as expressly authorized in writing by us. The Tiny Spoon logos and other marks that we use from time to time are our trademarks and Affiliates may not use them without our prior written permission, except as otherwise set forth herein.

As used herein, “Confidential Information” means all confidential information disclosed by Tiny Spoon to Affiliates, (i) whether orally or in writing, that is designated as confidential, and (ii) any and all Tiny Spoon customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to us; or (ii) was known to Affiliate prior to its disclosure by Us without breach of any obligation owed Us. Affiliates agree to (i) protect the confidentiality of the Confidential Information using at least the same degree of care Affiliate uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of this Program, (iii) not disclose Confidential Information to any third party for any purpose, and (iv) limit access to Confidential Information to Affiliate’s employees, contractors and agents with a need to know. The foregoing notwithstanding Affiliate may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process, provided Affiliate promptly provides Tiny Spoon notice in advance of any such required or contemplated disclosure such that it may seek to protect its interests.

11. Term and Termination.

(a) Termination. These Terms and Conditions will apply for as long as Affiliate participates in the Affiliate Program, until terminated. Both Affiliate and the Company may terminate participation in the Program for any reason (or no reason) upon fifteen (15) days written notice to the other party. If we update or replace the terms of this Agreement and Affiliate does not agree to such changes Affiliate may terminate participation in the Program on five (5) days written notice, provided that Affiliate sends us written notice within ten (10) days after we send you notice of the change.

(b) Effects of Expiration/Termination. Expiration or termination of Affiliate’s participation in the Program shall not affect Affiliate’s right to receive a Commission for any Qualified Customer Transactions completed and paid by the termination effective date. In no event shall any Affiliate be entitled to payment for any Qualified Customer Transactions occurring or paid after the date of such termination or expiration set out above. Upon termination or expiration, Affiliates shall immediately discontinue all use of all Tiny Spoon information, trademarks, references, intellectual property, and other materials that were made available for 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.

12. Affiliate Representations and Warranties.

By signing the acknowledgement attached hereto Affiliate represents and warrants that: (i) Affiliate has all sufficient rights and permissions to participate in the Affiliate Program and to provide Tiny Spoon with Affiliate Lead for our use in sales and marketing efforts or as otherwise set forth in these Terms and Conditions, and (ii) participation in the Affiliate Program will not violate or conflict with any of Affiliate’s existing agreements, arrangements, or legal obligations to any other person or entity.

Affiliates further represent and warrant that: (i) Affiliate will ensure Affiliate is compliant with any trade or regulatory requirements that may apply to participation in the Affiliate Program; and (ii) Affiliate will not use any mechanisms to deliver leads other than through an intended and qualified consumer whom Affiliate reasonably believes, through personal knowledge or other due diligence, to be a suitable prospect for the Services. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads or offering incentives to encourage purchases or signups.

13. Indemnification.

Affiliates shal indemnify, defend and hold Tiny Spoon harmless, at Affiliate’s 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) to the extent that such Action is based upon or arises out of (a) Affiliate’s participation in the Affiliate Program, (b) our use of the prospect data provided by Affiliate, (c) Affiliate’s noncompliance with any applicable state, federal, or local law or regulation; (d) Affiliate’s violation of any of these Terms and Conditions, (e) our use of the Affiliate Marks; or (f) any other negligent, tortious, or unlawful conduct by Affiliate.

14. Disclaimers; Limitations of Liability.

TINY SPOON AND ITS AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE TINY SPOON SERVICES, PRODUCTS, OR TINY SPOON CONTENT FOR ANY PURPOSE. THE TINY SPOON SERVICES, PRODUCTS, AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE TINY SPOON SERVICES, PRODUCTS, AND CONTENT, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

IF, NOTWITHSTANDING ANY OF THESE TERMS AND CONDITION, THE COMPANY IS ARE DETERMINED TO HAVE ANY LIABILITY TO AFFILIATE OR ANY THIRD PARTY, AFFILIATE ACKNOWLEDGES AND AGREES THAT COMPANY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS AFFILIATE HAS ACTUALLY BEEN PAID FOR THE RELATED QUALIFIED CUSTOMER TRANSACTIONS IN THE SIX-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

15. Non-Solicitation. As a condition of participating in the Affiliate Program Affiliates expressly agree that during such participation and for a period of twelve (12) months after expiration or termination of the Program or Affiliate’s participation in the Program for any reason, Affiliates may not for their own behalf or on behalf of any person, corporation, partnership or entity, call on, solicit, encourage or entice away from the Tiny Spoon, directly or indirectly, for the purpose of marketing, referring, or providing any service competitive with the Services or any Products offered by us any, Affiliate Lead, Qualified Customer, or current or former Tiny Spoon client in any line of business that we conduct as of the date of the expiration or termination of the Program or Affiliate’s participation in the Program.

16. Amendment; No Waiver.

The Company may update and change any part or all of these Terms and Conditions, including by replacing them in theirentirety. If we update or change these Terms and Conditions, the updated Agreement will be made available to Affiliates by email or other electronic transmission and, unless otherwise stated, will become effective immediately.. No delay in Company 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.

17. Applicable Law.

The Affiliate Program, including but not limited to these Terms and Conditions, shall be governed by Massachusetts law without regard to its conflict of laws provisions. By participating in the Program Affiliate agrees that the state and federal courts located in Boston, Massachusetts shall have exclusive venue and jurisdiction for the resolution of any disputes and Affiliate irrevocably consent to and waive any objection to personal jurisdiction and the laying of venue in such forums.

18. Force Majeure.

Tiny Spoon will not be responsible for failure or delay of performance of any Services or provision of Products if caused by an act of war, hostility, or sabotage; act of God;; or other event outside our reasonable control.

19. Relationship of the Parties/No Employment or Agency.

Particpation in the Program does not create any employment, joint venture, partnership, or agency relationship between the Company and Influencers. Influencers shall at

20. Compliance with Applicable Laws.

Influencers shall be required to comply and shall ensure that any third parties performing sales, marketing, or referral activities on their behalf comply, with all applicable federal, state, and local laws, regulations, ordinances, and judicial administrative orders. Influencers shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to the Company, our customers, or to the public.

21. 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.

22. Entire Agreement.

These Terms and Conditions and any Program Policies supersede all other understandings, representation, proposals and agreements, whether electronic, oral or written, between Company and Influencer regarding the subject matter hereof.

23. Assignment.

Affiliates may not assign or transfer their participation in the Program without Company’s prior written consent. Company may assign the Program to any affiliate or in the event of merger, reorganization, sale of all or substantially all our assets, change of control or operation of law.

24. No Third-Party Beneficiaries.

Nothing in these Terms and Conditions express or implied, is intended to or shall confer upon any person or entity other than the parties hereto any right, benefit or remedy of any nature whatsoever..

25. No Licenses.

Company grants to Influencers only the rights and licenses expressly stated in these Terms and Conditions.

26. Sales by Tiny Spoon.

Nothing in these Terms and Conditions, or the operation of the Program generally, is intended to nor shall limit the Company’s right to sell the Tiny Spoon Services or Products directly or indirectly, to any current or prospective customers, including but not limited to Affiliate Leads and Qualified Customers.

27. Survival.

The following sections shall survive the expiration or termination of Influencer’s participation in the Program for any reason: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘Applicable Law’.