Aﬃliate Terms of Use
This Agreement contains the complete terms and condi3ons that apply to your par3cipa3on as an Aﬃliateof the Warm Hearts Coﬀee Aﬃliate Marke3ng Program, and the establishment of hypertext links from yourWebsite to www.warmheartscoﬀeeclub.com for the purpose of you earning Referral Commissions fromQualifying Purchases made by third par3es who have navigated from your website towww.warmheartsocoﬀeeclub via said hypertext links.

1. Deﬁni)ons
As used in this Agreement, “we”, “us”, “Warm Hearts” or “Warm Hearts Coﬀee Club” means NPO Seibo , aJapanese registered non-proﬁt organisa3on, and “you”, “your” or “Aﬃliate” means the aﬃliate. “Website”
individually and collec3vely means your website and/or e-mail communica3ons and/or soPware
applica3ons.
“Aﬃliate Marke3ng Program” means the program managed by or on behalf of Warm Hearts by which
par3cipa3ng en33es place links on their Website that connect to thewarmheartscoﬀeeclub.com website
and for which a referral fee is earned.
The terms “Successful Order”, “order”, “dona6on” used in this Agreement mean a warmheartscoﬀeeclub.com
paid subscrip6on purchased by users during a visit to warmheartscoﬀeeclub.com following naviga6on to thedesignated URL on warmheartscoﬀeeclub.com through a hypertext link from you under this Aﬃliate
Marke6ng Program.

The terms “Referral Fee” or “commission” used in this Agreement mean moneys duly earned by, payable
to, or previously paid to the Aﬃliate in regard to the 10% of orders received from successful order madeat warmheartscoﬀeeclub.com under the terms of this Agreement and the Aﬃliate
Marke3ng Program, and acknowledged as such by warmheartscoﬀeeclub.com at its sole discre3on.
“Yen” means Japanese Yen

2. Term Of The Agreement
The term of this Agreement (the “Term”) will begin upon our acceptance of your applica3on to enroll yoursite in the warmheartscoﬀeeclub.com Aﬃliate Marke3ng Program, such applica3on signifying youracceptance of this Agreement.
The term shall be for a period of one (1) year from said acceptance, and shall automa3cally renew forsuccessive one (1) year terms unless either Party gives thirty (30) days no3ce to the other that it intends
not to renew the Agreement at the end of the current term.

3. Promo)on
warmheartscoﬀeeclub.com will make available to you, or you will create, subject to our approval, a varietyof graphic and textual links (the “Links” collec3vely, or “Link” individually) in order to link towarmheartscoﬀeeclub.com. You and we will cooperate in good faith to develop and implement such Links.
Each Link will permit recipients to navigate directly to a page on the warmheartscoﬀeeclub.com website
designated by us via a special tagged link format.
You will be responsible for integra3ng the Links into your site to properly enable sales tracking, and we will
not be responsible for your failure to do so, including to the extent such failure may result in any reduc3onsof amounts that would otherwise be paid to you under this Agreement.

4. Forbidden Ac)ons
This Agreement will be terminated without no3ce if, in its sole discre3on, warmheartscoﬀeeclub.com
determines that the Aﬃliate has breached any or all of the following explicitly prohibited ac3ons. THE

AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THISPROVISION.
Click Fraud: Aﬃliate shall not, either directly or indirectly, act, encourage or require users to click on links
to warmheartscoﬀeeclub.com and/or generate clicks or orders through any means that could bereasonably interpreted as coercive, incen3vized, misleading, malicious, or otherwise fraudulent.
Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites,
encourages, advocates or promotes discrimina3on based on race, sex, religion, na3onality, disability,sexual orienta3on, or age; incites, encourages, advocates or promotes illegal ac3vi3es including, but notlimited to, violence against persons or property, terrorism, armed insurrec3on, piracy or treason; incites,encourages, advocates or promotes the sexual abuse or exploita3on of children and minors; violates theintellectual property rights of third par3es; or contains or promotes decep3ve informa3on.
Own Purchases: Aﬃliate shall not use their own aﬃliate link in order to receive commissions on their own
purchases.

5. Commissions/Referral Fees
warmheartscoﬀeeclub.com will pay you a Referral Fee equal to 10% of any successful order throughthe aﬃliate referral link made at warmheartscoﬀeeclub.com.
Referral Fees will also be payable on subsequent subscrip3on renewals made to customers during the Termof the agreement who previously made a successful subscrip3on order through a hypertext link from you
under this Aﬃliate Marke3ng Program.
You are only eligible to earn a Referral Fee on sales occurring during the Term for a maximum of 2 years fromthe ini6al order, and commissions earned through the date of termina6on will remain payable only if theproduct orders are not canceled. I

6. Payments
Referral fees will be paid on or about the 25th of each month. If during any calendar month referral fees do
not exceed one thousand yen (1,000yen), then you may not receive payments un3l the following calendar
month during which your aggregate referrals fees equal or exceed said amount or un3l the termina3on ofthis agreement, whichever occurs earlier.
No payment will be made to Aﬃliate for sales that result in refunds or returns and, at its own discre3on,
warmheartscoﬀeeclub.com may elect to withhold payment for a reasonable 3me to ensure against
cancella3ons or refunds.
Payments shall be made in Japanese yen to the bank/post oﬃce account as nominated by the Aﬃliate in
the name of the party and address provided by Aﬃliate. Aﬃliate shall be responsible for all taxes
associated with the receipt of any payments

7. Representa)ons and Warran)es; Limita)on of Liability
Each of us hereby represents and warrants that:•it has full power and authority to enter into this Agreement and to perform its obliga3ons
hereunder;.

warmheartscoﬀeeclub.com will remain solely responsible for the opera3on of thewarmheartscoﬀeeclub.com website, and you will remain solely responsible for the opera3on of your site.
Each party acknowledges that their respec3ve sites may be subject to temporary down3me due to causes

beyond their reasonable control subject to the speciﬁc terms of this Agreement, retains sole right andcontrol over the programming, content and conduct of transac3ons over its respec3ve site or service.
EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OFSALES THAT warmheartscoﬀeeclub.com MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER
BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
NEITHER warmheartscoﬀeeclub.com NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT,SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOSTDATA) ARISING OUT OF THIS AGREEMENT. warmheartscoﬀeeclub.com’s ENTIRE LIABILITY ARISING FROM THISAGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATEHEREUNDER.

8. Fulﬁllment and Policy
warmheartscoﬀeeclub.com will be solely responsible for fulﬁlling all orders for its products and payment
processing, and customers who buy products through the Aﬃliate Marke3ng Program will be deemedcustomers of warmheartscoﬀeeclub.com.
To protect the privacy of warmheartscoﬀeeclub.com’s customers, the names of and other personallyiden3fying informa3on about customers will not be provided to you. All informa3on about
customers and users collected by warmheartscoﬀeeclub.com shall be owned solely and exclusively
by warmheartscoﬀeeclub.com
All rules, policies, opera3ng procedures and informa3on concerning customer orders and sales will apply tothose customers, including our rules of privacy and conﬁden3ality. We may change our policies andopera3ng procedures at any 3me, without no3ce.

9. Intellectual Property Rights
warmheartscoﬀeeclub.com hereby grants to you during the Term a non-exclusive, non-transferable,royalty-free license to establish hyperlinks between yours and our Web Sites and to use
warmheartscoﬀeeclub.com’s trade names, logos, trademarks and service marks (the“warmheartscoﬀeeclub.com Marks”) on your site solely as is reasonably necessary to establish andpromote such hyperlinks and to otherwise perform your obliga3ons under this Agreement; provided,
however, that any other promo3onal materials or usages containing any of the warmheartscoﬀeeclub.com
Marks will be subject to warmheartscoﬀeeclub.com’s prior wrihen approval.
You hereby grant to warmheartscoﬀeeclub.com during the Term a non-exclusive, non-transferable, royaltyfree license to establish hyperlinks between yours and our Websites and to use your trade names, logos,
trademarks and service marks (the “Aﬃliate Marks”) solely as is reasonably necessary to establish andpromote such hyperlinks and to otherwise perform our obliga3ons under this Agreement; provided,
however, that any other promo3onal materials or usages containing any of the Aﬃliate Marks will be
subject to your prior wrihen approval.
Except as set forth above, you and we each reserve all right, 3tle and interest in respec3ve intellectual
property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights).
Use of the other’s marks except as set forth herein is strictly prohibited.

11. Indemniﬁca)on
We agree to indemnify, defend and hold harmless you and your aﬃliates, directors, oﬃcers, employees
and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including
reasonable ahorney’s fees) rela3ng to the opera3on of our site, a breach of our obliga3ons under thisAgreement, or the viola3on of any third party intellectual property rights of editorial content or othermaterials provided by us for display on your site.
You agree to indemnify, defend and hold harmless us and our aﬃliates, directors, oﬃcers, employees andagents, from and against any and all liability, claims, losses, damages, injuries or expenses (including
reasonable ahorney’s fees) rela3ng to the opera3on of your site, a breach of your obliga3ons under thisAgreement, or the viola3on of any third party intellectual property rights of editorial content or othermaterials of your site.

12. General Provisionsi.

You and we will each monitor and periodically test the general availability and opera3on of ourrespec3ve Website.

ii.

You and we are entering this Agreement as independent contractors, and nothing will beconstrued to create a partnership, agency, joint venture or employment rela3onship between you
and us.

iii.

In its performance of this Agreement and in the opera3on each party’s respec3ve Websites, youand we each will comply with all applicable laws, regula3ons, orders and other requirements,
now or hereaPer in eﬀect, of governmental authori3es having jurisdic3on. Without limi3ng thegenerality of the foregoing, you and we each will pay, collect and remit such taxes as may beimposed with respect to any compensa3on, royal3es or transac3ons under this Agreement.

iv.

Neither you or we will be considered to be in breach of, or default under, this Agreement on
account of any delay or failure to perform as a result of any causes or condi3ons that are beyond
our respec3ve reasonable control. If any force majeure event occurs, the aﬀected party will give
prompt wrihen to the other and will use commercially reasonable eﬀorts to minimize the impactof the event.

v.

You may not assign this Agreement, in whole or in part, without our prior wrihen consent.
Subject to that restric3on, this Agreement will be binding on, inure to the beneﬁt of, andenforceable against the par3es and their respec3ve successors and assigns.

vi.

The failure of either you or us to enforce any provision of this Agreement will not cons3tute a
waiver of the right to subsequently enforce the provision. Any remedies speciﬁed in thisAgreement are in addi3on to any other remedies that may be available at law or in equity.

vii.

This Agreement represents the en3re Agreement between you and us with respect to the subject
maher hereof and supersedes any other oral or wrihen agreements regarding such subject
maher, and may be amended or modiﬁed only by a wrihen instrument signed by a duly
authorized agent of each party.

viii.

If any provision of this Agreement will be declared by any court of competent jurisdic3on to beillegal, void or unenforceable, all other provisions of this Agreement will not be aﬀected and willremain in full force and eﬀect.

13. Termina)on
Termina3on Without Cause: warmheartscoﬀeeclub.com may modify or terminate this Agreement withoutcause. Please note that warmheartscoﬀeeclub.com reserves the right to change any of the terms andcondi3ons in this Agreement, including the payment terms described in herein, by pos3ng a newagreement on the warmheartscoﬀeeclub.com website.

Termina3on For Cause: warmheartscoﬀeeclub.com may terminate this Agreement without no3ce if in its
sole discre3on it determines that Aﬃliate has breached the terms and condi3ons of this Agreement.
AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE.
The Aﬃliate may terminate this Agreement, at any 3me, with or without cause, by giving at least sevendays (7) days wrihen no3ce of termina3on to warmheartscoﬀeeclub.com.

14. Jurisdic)onThis Agreement has been made in and shall be construed and enforced in accordance with the laws of theJapan. Any ac3on to arising hereunder will be brought in the Japanese courts

15. Service Of No)ces
Any no3ces under this agreement will be given in wri3ng. No3ces may be given by electronic mail to
info@warmheartscoﬀeeclub.com and will be deemed delivered and given for all purposes on the sent date,but only if the receiving party has conﬁrmed its receipt by return electronic mail. No3ces sent via
tradi3onal means will be sent via cer3ﬁed mail, return receipt requested, to Warm Hearts Coﬀee Club c/o
NPO Seibo, 6-4-12 Akabanenishi Kita-ku, Tokyo Japan 115-0055