RAW Corporation Limited Affiliate Agreement

This Affiliate Agreement and the RAW Corporation Limited Terms of Service incorporated herein by reference (collectively the "Agreement") govern your activity, application to join, and any subsequent participation in, RAW Corporation Limited's Affiliate program (the "Program"). By accepting the Terms of Service, or by participating in the Program, you also agree to be bound by the terms herein. This Agreement is a binding legal agreement between the individual who accepted its terms or the business entity that the individual represents ("Affiliate", "You" or "you") and RAW Corporation Limited ("RAW Corporation Limited," "MyDigiVA" "MotorMaze" "we" or "us"). If You represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. RAW Corporation Limited reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement.

You agree to provide all information reasonably requested by RAW Corporation Limited in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that RAW Corporation Limited retains sole and exclusive discretion to determine whether You qualify for participation in the Program. RAW Corporation Limited reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. Such forms of contact may include but are not limited to automated dialling systems, texts and artificial or pre-recorded messages. You may revoke this consent at any time by submitting such revocation in writing to compliance@mydigiva.io

To participate in the Program, you must comply with the following Rules. If RAW Corporation Limited determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement, and RAW Corporation Limited may terminate this Agreement and Your participation in the Program immediately (including forfeiture of Earned Commissions), without liability, in addition to seeking any other available remedies in law and equity.

a. Compliance with the Laws. You are responsible for compliance with all applicable laws and regulations. In particular, Affiliate may only publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws, and all guidelines issued by GDPR. RAW Corporation Limited retains the sole and exclusive discretion to determine whether Affiliate's advertising and conduct is in compliance with all laws.

b. Disclosure Requirement. On any website that Affiliate advertises any RAW Corporation Limited Service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as: "Disclosure: I am an independent entity from MyDigiVA, a RAW Corporation Limited brand. I am not an agent or employee of RAW Corporation Limited and have no authority to make binding contract or represent RAW Corporation Limited. I receive referral payments from RAW Corporation Limited. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by RAW Corporation Limited or any of its subsidiaries, agents, or assigns."

c. Non-Disparagement. Affiliate agrees that Affiliate shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning RAW Corporation Limited or any employees or officers now or in the future. Affiliate may not make any negative comment about a competitor for the purpose of promoting RAW Corporation Limited products or services.

d. Social Media Requirements. If Affiliate advertises on any social media platform, Affiliate must comply with all rules imposed by each social media platform. You are responsible for ensuring Your compliance with the applicable social media platform rules. In addition, each post must comply with all of the following: 1. Each post must contain #MyDigiVA 2. Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the "More" button.

e. Marketing Claims. Affiliates are strictly prohibited from making claims concerning the products and services offered by RAW Corporation Limited that are inconsistent with, or beyond the scope of marketing materials produced and made available by RAW Corporation Limited on RAW Corporation Limited's websites. In addition, all marketing collateral made, published and communicated by Affiliate must be: 1. completely true and accurate and supported by evidence of Affiliate's experience; 2. accompanied by the following disclaimer: "These were my results based on my experience. Your results may be different. There is no guarantee you will make money."

f. General Advertising Rules. You represent and warrant that Your affiliate website(s) ("Website"), social media posts, and any other advertising materials will not: 1. Infringe RAW Corporation Limited's or anyone else's intellectual property, publicity, privacy or other rights. 2. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials. 3. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. 4. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website.

g. Pay-Per-Click ("PPC") Restrictions: Unless RAW Corporation Limited gives you written consent to do otherwise, you may not bid on any of our Restricted Terms for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network.

h. Other Rules: You represent, warrant and agree to comply with the following: 1. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. 2. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimisation. 3. Affiliate shall not offer monetary incentives to Prospects. 4. Affiliate will only use the links we provide you. 5. You may not "self-refer". 6. You may not engage in deceptive, manipulative or fraudulent behaviours. 7. You will not engage in any behaviours that are fraudulent, abusive, or harmful to the RAW Corporation Limited Website or the Program. 8. We reserve the right, at any time, to review your placement. 9. Your Website will not in any way copy, resemble, or mirror the look and feel of RAW Corporation Limited's Website. 10. You may not engage in cookie stuffing. 11. The maintenance and the updating of Your Website(s) will be your responsibility. 12. You will not send unsolicited bulk-emails, text spam, form spam, social media spam. 13. You will not create advertisements that appear on inappropriate sites. 14. You will not use any images, text, or other content provided to you by RAW Corporation Limited except as authorised. 15. You will not offer discounts, coupons, free trials, promo codes without written authorisation. 16. You may not promote through a sub-affiliate network.

Upon acceptance into the Program, You will receive a unique Affiliate ID. This Affiliate ID will be incorporated in the URL that You use to advertise RAW Corporation Limited. You may earn Commissions for each Sale that is registered using Your Affiliate ID.

In the event that a Prospect has multiple Affiliate cookies ("Cookies"), the most recently acquired Cookie will generally determine which Affiliate is credited with a Sale except in instances of (i) recently cancelled Prospects who attempt to re-subscribe under a different affiliate within 90 days of cancellation, (ii) cases of self-referral, or (iii) other scenarios at RAW Corporation Limited's sole discretion.

A Commission is "earned" only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to RAW Corporation Limited to facilitate payment and (ii) a Prospect's account has remained in good status for at least forty-five (45) days after the Sale.

The Commission Rates are as follows:

a. Single Location Account: 20% (applicable to all RAW Corporation Limited / MyDigiVA Users)
b. Second Tier Single Location Account: 5% (applicable to all approved Affiliates)

All Commissions are paid in UK Pound Sterling (GBP) or otherwise in currencies offered by the payment provider. Your combined Commission must be equal to or exceed Fifty and £00/100 Pounds (£50.00) (GBP) before You receive a payment from RAW Corporation Limited. If Your combined Commissions in a 120-day period do not exceed £50.00 (GBP), Your Commissions will not be paid and will be forfeited.

Affiliates must register with a third-party payment provider to receive Commissions pay-outs. RAW Corporation Limited or the third-party payment provider may require You to submit supporting documentation or tax other documents before processing Commissions pay-outs.

If RAW Corporation Limited determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale. If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned, and the Commission will be deducted from Your future Commission pay-outs.

RAW Corporation Limited may provide you with certain resources and materials to be used in connection with your participation in the Program. You acknowledge our ownership of our RAW Corporation Limited Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the RAW Corporation Limited Materials will inure to the benefit of, and on behalf of the RAW Corporation Limited.

All rights with respect to the Services and RAW Corporation Limited's name and trademarks, whether now existing or which may hereafter come into existence, which are not expressly granted to Affiliate herein are reserved to RAW Corporation Limited. Any goodwill generated through Affiliate's use of RAW Corporation Limited's name and trademarks shall inure solely to the benefit of RAW Corporation Limited.

The term of this Agreement will begin the earlier of (i) your acceptance or signing of this Agreement; or (ii) RAW Corporation Limited's approval of Your participation in the Program. Your participation in the Program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days' written notice of termination. If, in our sole determination, You defaulted or made an attempt to default any term or provision of the Agreement, Privacy Policy, or the Terms of Service, or violated any law, whether in connection with Your use of RAW Corporation Limited or otherwise, we may terminate the Agreement or suspend Your access to the Website at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. In the event this Agreement is terminated due to Your default, You immediately forfeit all Commissions, and any other payments owed to You or that may in the future be owed to You without any further liability by RAW Corporation Limited to You.

If this Agreement is terminated or cancelled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration, and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your RAW Corporation Limited account.

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Financial Conduct Authority ("FCA"), any other governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify RAW Corporation Limited of the same within 24 hours. RAW Corporation Limited, in its sole and exclusive discretion, may immediately terminate Your participation in the Program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

This Agreement represents the entire agreement between the Parties with regards to the Program and supersedes any other written or oral agreement between the parties. In the event that You have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.

Affiliates are independent contractors of RAW Corporation Limited. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between RAW Corporation Limited and You by virtue of this Agreement. You have no right to act on behalf of or bind RAW Corporation Limited in any way, nor share in the profits or losses of RAW Corporation Limited. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

RAW Corporation Limited does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that RAW Corporation Limited will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a "business-in-a-box," or an assisted marketing plan.

Except where otherwise inapplicable or prohibited by law, in no event shall RAW Corporation Limited or any of its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and/or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs or claims arising from or related to this Agreement, Terms of Service, the Privacy Policy, the Platform or Services, your or a third party's use or attempted use of the website or any software, service, or product, regardless of whether RAW Corporation Limited has had notice of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. This applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), warranty, or otherwise. In no event shall RAW Corporation Limited's liability to you or your business exceed the amount of three (3) times the payments paid by you to RAW Corporation Limited for the month preceding the date in which the facts giving rise to a claim against RAW Corporation Limited occurred or one-thousand five-hundred dollars (£1500), whichever is less, subject to applicable law, the remedies set forth above are your sole and exclusive remedies for RAW Corporation Limited's entire obligation and liability, for any breach of our limited warranty. Subject to applicable law, under no circumstances will RAW Corporation Limited's obligation or liability hereunder exceed the limited liability amount stated in this section. However, this shall not prevent RAW Corporation Limited from seeking any and all remedies available to it in law or equity.

Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Cheshire, UK. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply by UK Law. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.

Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class action waiver, and only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.

You agree to protect, defend, indemnify and hold harmless RAW Corporation Limited, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys' / solicitors fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You (2) any breach of this Agreement by You (3) the use or possession of any RAW Corporation Limited property by You, except to the extent caused by the RAW Corporation Limited's gross negligence or wilful misconduct (4) any negligence, gross negligence or wilful misconduct by or on behalf of You or Your employees or agents.

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

RAW Corporation Limited shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including without limitation a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party's rights to adjudicate the merits of the dispute by arbitration.

The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to RAW Corporation Limited for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.

Affiliate must notify RAW Corporation Limited of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to the RAW Corporation Limited Support Team. Visit https://www.rawcorp.co.uk/contact-us for information on how to contact support.

No party will be liable for non-performance of any of its obligations under the agreement if its non-performance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. "Force Majeure Event" shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labour disturbance; the unavailability of labour or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.