TSH TECH LLC AFFILIATE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made between:

PARTIES

TSH Tech LLC , a company registered in the State of Delaware, USA (“TSH Tech”).

The Affiliate, being the party entering into this Agreement, whose details have been provided to TSH Tech electronically as a necessary part of the process of accepting this Agreement (the “Affiliate”).

  1. Interpretation

    1.1 In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, references to persons shall include bodies corporate, and headings are for ease of reference only and shall not affect interpretation.

    1.2 “Affiliate Website” means any website owned or operated by the Affiliate.

    1.3 “Tracked Hyperlink” means a hyperlink that tracks users from the Affiliate Website to the TSH Tech platform.

    1.4 “Commission Rate” refers to the percentage of sales earned by the Affiliate for qualifying transactions.

  2. TSH Tech’s Obligations

    2.1 TSH Tech shall provide the Affiliate with tracking tools including unique URLs, codes, or widgets.

    2.2 TSH Tech shall maintain the affiliate tracking system to record transactions and commissions accurately.

    2.3 TSH Tech shall provide the Affiliate access to reports showing clicks, sales, and commission status.

  3. Affiliate’s Obligations

    3.1 The Affiliate shall actively promote TSH Tech’s services through legal and ethical means.

    3.2 The Affiliate shall not engage in misleading advertising, spamming, or infringe any intellectual property rights.

    3.3 The Affiliate is responsible for maintaining their website and ensuring tracking tools are functional.

    3.4 The Affiliate agrees to comply with applicable laws and regulatory obligations in the jurisdictions they operate.

  4. Charges and Payment

    4.1 In this TSH Tech shall pay the Affiliate commissions on confirmed sales referred through tracked links

    4.2 Commissions are calculated based on the net value excluding tax, refunds, or discounts.

    4.3 Payments are made monthly, subject to the Affiliate reaching a minimum payout threshold.

    4.4 No commissions shall be paid on self-referrals or fraudulent transactions.

  5. Proprietary Rights

    5.1 In this TSH Tech retains all rights, title, and interest in its intellectual property, platform, and materials.

    5.2 The Affiliate is granted a non-exclusive, revocable license to use TSH Tech’s marks solely for promotional purposes during the term of this Agreement.

    5.3 Unauthorized use of TSH Tech’s intellectual property constitutes a breach of this Agreement.

  6. Confidentiality

    6.1 Each party shall keep confidential all non-public, sensitive information disclosed during the term.

    6.2 Confidential information shall not be shared with third parties unless required by law.

    6.3 These confidentiality obligations survive the termination of this Agreement.

  7. Indemnification

    7.1 The Affiliate shall indemnify and hold harmless TSH Tech from any third-party claims, liabilities, or damages arising out of the Affiliate’s breach, misconduct, or violations.

    7.2 TSH Tech shall notify the Affiliate of any such claim and allow the Affiliate to assume defence at their own cost.

  8. Limitation of Liability

    8.1 TSH Tech shall not be liable for indirect, incidental, special, or consequential damages.

    8.2 TSH Tech’s total liability under this Agreement shall not exceed the total commissions paid to the Affiliate in the past 12 months.

  9. Term and Termination

    9.1 This Agreement begins upon acceptance and continues until terminated

    9.2 Either party may terminate with 30 days written notice.

    9.3 Immediate termination applies for breach, unethical conduct, or misuse of intellectual property.

    9.4 Upon termination, the Affiliate must cease using TSH Tech’s intellectual property and remove all tracking tools.

  10. Governing Law and Jurisdiction

    10.1 I This Agreement shall be governed by the laws of the State of Delaware, United States.

    10.2 Disputes shall be subject to the exclusive jurisdiction of Delaware courts.

    1.3 “Tracked Hyperlink” means a hyperlink that tracks users from the Affiliate Website to the TSH Tech platform.

    1.4 “Commission Rate” refers to the percentage of sales earned by the Affiliate for qualifying transactions.

  11. Miscellaneous

    11.1 Entire Agreement – This Agreement supersedes all previous agreements between the parties.

    11.2 Amendments – Modifications must be in writing and signed by both parties.

    11.3 Waiver – A failure to enforce any provision shall not constitute a waiver of rights.

    11.4 Severability – If any provision is found invalid, remaining provisions remain effective.

    11.5 Assignment – The Affiliate shall not assign rights without TSH Tech’s written consent.

    11.6 Independent Contractors – The relationship is that of independent parties; no joint venture or employment is intended.

    11.7 Notices – Notices must be sent by email or through an agreed communication method

    11.8 Survival – Clauses that by nature extend beyond termination shall remain in effect.

This Agreement is executed electronically and is deemed effective as of the date of the Affiliate’s acceptance.
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