Partner Program Agreement

This Partner Agreement (the "Agreement") is dated as of the day you submit your application and are accepted into the Partner Program (“Effective Date”) between Talloo LLC (Talloo) and yourself (the “Partner”), an individual (each a “Party” and may be referred to collectively as “Parties”).

Talloo and the Partner agree:

Nature of Relationship. You agree to act as an Partner for Talloo to promote products, services, and/or events and recognize Talloo as an administrator of the Partner Program. In exchange, you will receive products, discounts, or other compensation as offered through Partner campaigns.

Relationship. Talloo engages the Partner as an Independent Contractor on a non-exclusive, non-employee basis to endorse and promote its services to a target audience through the Wooly platform. The Parties shall have no authority to contractually bind the other or make decisions on the other Party’s behalf. As an Partner, you are governed by the Terms of Use and Privacy Policy for Talloo.

Term. This Agreement shall have an initial term of one year and automatically renew for additional one-year terms thereafter unless either party provides notice of its intention of non-renewal. It may be terminated in writing any time by any Party with seven days written notice.

Deliverables. The Partner will deliver the campaign content or posts on the agreed platforms according to the deliverables specified by Talloo. The Services must abide by the rules of the relevant social media platforms, and may be subject to Talloo’s acceptance and approval.

Rights You Grant Us. By posting or submitting content, including all types of media content or tasks, via the Talloo Portal, directly to the Talloo or to any social media platform, you grant the Talloo a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, royalty-free, transferable license to access, use, copy, publicly perform, digitally perform, publicly display or otherwise exhibit and distribute such content, and to transmit, sell, modify, create derivative works from and/or to incorporate such contributed content into other works in any form, medium or technology, commercial or otherwise, without further compensation to you or any third party. Talloo may, but is not obligated, to use your content.

Representations and Warranties. The Partner represents and warrants to Talloo that (i) the Partner has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or the Partner’s undertaking this relationship with Talloo; (ii) all content (save and except any materials supplied by Talloo) will be the original work and creation of the Partner and will not infringe the rights (including without limitation, any intellectual property rights) of any third party; (iii) you will not contribute content that reveals any trade secret, unless you own or have permission to reveal it; (iv) that content will not contain libelous, defamatory, obscene, offensive, hateful, pornographic, abusive, harassing, or threatening material or references.

Content Requirements and FTC Guidelines. The Partner is responsible to verify that campaign materials and content meet campaign requirements and FTC guidelines. Content should not reference any competitor product. When posting, Partner must clearly disclose any “material connection” with Talloo, including the fact any consideration provided for a particular campaign. The above disclosure should be clear and prominent and made in close proximity to any statements that Partner makes Talloo’s products or services. Partner’s statements should always reflect factual, honest, and truthful opinions and actual experiences. You are solely responsible for any content submitted and may be held legally liable for damages caused to any third party.

Campaign Details & Collateral. Talloo shall provide the necessary content and briefing materials to enable the Partner to perform the services. Unless otherwise specified, the Partner shall be solely responsible for all costs associated with creating content.

Compensation. In full consideration of the Partner’s performance, his / her obligations, and the rights granted herein, the Partner shall receive the product, services, or other compensation as detailed in the campaign. The Partner acknowledges that the agreed-upon compensation represents the entire compensation with respect to this agreement and Talloo shall have no other obligation for any other compensation, expenses, or costs incurred by the Partner.

Confidentiality. The Partner agrees to hold in strictest confidence, and not to use or disclose without written authorization, any Confidential Information received from Talloo. “Confidential Information” means any proprietary information (including third party information), technical data, trade secrets or know-how, including but not limited to: illustrations, product plans, products, services, customer or Partner names, and other business information disclosed by Talloo either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.

Independent Contractor. The Partner acknowledges and agrees that you are acting as an independent contractor. The Partner shall be responsible for the manner and form by which they perform this contract, and the payment of all costs and taxes associated with it.

Cancellation. Any Party may terminate this agreement upon breach of the other Parties with or without cause upon seven days prior written notice. In addition to any right or remedy available to Talloo under this agreement or applicable law, Talloo may instruct the Partner to return products or collateral, cease all promotional activities, or make clarifying statements, and the Partner shall immediately comply. The provisions relating to Termination, Indemnification and Rights You Grant Us of the Terms shall survive expiration or termination.

Indemnification. The Partner agrees to indemnify, defend and hold harmless Talloo against any and all claims and losses arising out of or relating to the services performed by the Partner under this Agreement or the representations and warranties made pursuant to Section 6 hereof. Partner’s obligations shall survive termination, for any reason, of this Agreement. You shall promptly notify Talloo of any action against Talloo.

Miscellaneous. (i) This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to its conflict of laws provisions; (ii) No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance; (iii) If one or more of the provisions in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing.