PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.


This is a contract between you (the “Affiliate”) and us (“Rovux Footwear”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.


The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.


We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.


Definitions

“Rovux FootwearAffiliate” means a company owned, operated or controlled by RovuxFootwear.


“MarketingAffiliate Program” means our marketing affiliate program asdescribed in this Agreement.


“AffiliateLead” means a customer prospect who clicks on the Affiliate Linkthat we have made available to you.


“AffiliateLink” means the unique tracking link you place on your site orpromote through other channels.


“AffiliatePolicies” means the policies applicable to affiliates which we maymake available to you from time to time.


"Agreement"means this Marketing Affiliate Program Agreement and all materialsreferred or linked to in here.


“Commission”means an amount described in the Affiliate Tool (or if applicable, inthe Program Policies) for each Customer Transaction.


“Customer”means the authorized actual user of the Rovux Footwear Products whohas purchased or signed up for the Rovux Footwear products afterbeing an Affiliate Lead.


“CustomerTransactions” means those transactions by Affiliate Leads that areeligible for Commission pursuant to the ‘Customer Transactions’section of this Agreement. Customer Transactions may include customerpurchases or customer signups, as further described in the AffiliateTool.


"CustomerData" means all information that Customer submits or collectsvia the Rovux Footwear Products and all materials that Customerprovides or posts, uploads, inputs or submits for public displaythrough the Rovux Footwear Products.


"RovuxFootwear Content" means all information, data, text, messages,software, sound, music, video, photographs, graphics, images, andtags that we incorporate into our services.


“Rovux FootwearProducts” means both the Subscription Service and Other Products.


“ProgramPolicies Page” means the landing page where we will provide all theup to date guidelines and policies for the Affiliate Program.


"We","us", “our”, and “Rovux Footwear” means RovuxFootwear, Inc.


“You” and“Affiliate” means the party, other than Rovux Footwear, enteringinto this Agreement and participating in the Affiliate Program.


Affiliate Acceptance

Once you completean application to become an Affiliate, we will review yourapplication and notify you whether you have been accepted toparticipate in the Affiliate Program, or not. Before we accept anapplication, we may want to review your application with you, so wemay reach out to you for more information. We may require that youcomplete certain requirements or certification(s) before we acceptyour application. If we do not notify you that you are accepted toparticipate in the Affiliate Program within thirty (30) days fromyour application, your application is considered to be rejected.


If you areaccepted to participate in the Affiliate Program, then uponnotification of acceptance, the terms and conditions of thisAgreement shall apply in full force and effect, until terminated,pursuant to the terms set forth below. Further, you will need tocomplete any enrollment criteria set out in the Program PoliciesPage, if applicable. Failure to complete any enrollment criteriawithin thirty (30) days of your acceptance will result in theimmediate termination of this Agreement and you will no longer beable to participate in the Affiliate Program.


You will complywith the terms and conditions of this Agreement at all times,including any applicable Program Policies.


Customer Transactions 

Eligibility. Tobe eligible for Commission (i) an Affiliate Lead must be accepted andvalid in accordance with the ‘Acceptance and Validity’ section,(ii) a Customer Transaction must have occurred, (iii). You are noteligible to receive Commission or any other compensation from usbased on transactions for Other Products or if: (1) the Commissionpayment has been obtained by fraudulent means, misuse of theAffiliate Link, in violation of any Affiliate Program Policies thatwe make available to you, or by any other means that we deem tobreach the spirit of the Affiliate Program.

In competitivesituations with other affiliates, we may elect to provide theCommission to the affiliate that we deem to be the most eligible forCommission, at our discretion. We may discontinue Commission paymentsshould any of the eligibility criteria set forth in this subsectionfail to be met at any time.

Acceptance andValidity. You will only be eligible for a Commission payment for anyCustomer Transactions that derived from Affiliate Leads generated bythe Affiliate Link that we make available to you and are accepted byRovux Footwear.

You may notpost your affiliate links to any coupon sites (such as retail menot), or generically post them on the internet. They may only beused in social media posts you create (and @RovuxFootwear must betagged in all posts), or sent vial emails or next / direct messagesyou control.

An Affiliate Leadwill be considered valid and accepted if, in our reasonabledetermination: (i) it is a new potential customer of ours, and (ii)is not, at the time of submission or sixty (60) days prior, one ofour pre-existing customers, or involved in our active sales process.

Notwithstandingthe foregoing, we may choose not to accept an Affiliate Lead in ourreasonable discretion. If an Affiliate Lead does not purchase withinthe time period described in the Program Policies, you will not beeligible for a Commission payment, even if the Affiliate Lead decidesto purchase after the time period has expired.

An Affiliate Leadis not considered valid if it’s first click on the Affiliate Linkis after this Agreement has expired or terminated.

If an AffiliateLead is not valid then we may choose to maintain it in our databaseand we may choose to engage with such Affiliate Lead. Any engagementbetween Rovux Footwear and an Affiliate Lead will be at RovuxFootwear’s discretion.

Commission andPayment. In order to receive payment under this Agreement, you musthave: (i) agreed to the terms of this Agreement ); (ii) have a validand up-to-date payment method in the Affiliate Tool with suchaccount (iv) completed any and all required tax documentation inorder for the Affiliate Tool to process any payments that may be owedto you.

CommissionPayment. We or the Affiliate Tool will determine the currency inwhich we pay the Commission, as well as the applicable conversionrate. We will not pay more than one Commission payment or othersimilar referral fee on any given Customer Transaction (unless wechoose to in our discretion).

Taxes. You areresponsible for payment of all taxes and fees (including bank fees)applicable to the Commission. All amounts payable by us to you aresubject to offset by us against any amounts owed by you to us.Commission Amounts. We reserve the right to alter or change theCommission amount as per the Affiliate Tool.  


Trademarks

You grant to us anonexclusive, nontransferable, royalty-free right to use and displayyour trademarks, service marks and logos (“Affiliate Marks”) inconnection with the Affiliate Program and this Agreement.


During the termof this Agreement, in the event that we make our trademark availableto you within the Affiliate Tool, you may use our trademark as longas you follow the usage requirements in this section. You must: (i)only use the images of our trademark that we make available to you,without altering them in any way; (ii) only use our trademarks inconnection with the Affiliate Program and this Agreement; (iii)comply with our style guide and Trademark Usage Guidelines; and (iv)immediately comply if we request that you discontinue use. You mustnot: (i) use our trademark in a misleading or disparaging way; (ii)use our trademark in a way that implies we endorse, sponsor orapprove of your services or products; or (iii) use our trademark inviolation of applicable law or in connection with an obscene,indecent, or unlawful topic or material.


Proprietary Rights 

Rovux Footwear’sProprietary Rights. The Rovux Footwear Products are protected byintellectual property laws. The Rovux Footwear Products belong to andare the property of us or our licensors (if any). We retain allownership rights in the Rovux Footwear Products. You agree not tocopy, rent, lease, sell, distribute, or create derivative works basedon the Rovux Footwear Content, or the Rovux Footwear Products inwhole or in part, by any means, except as expressly authorized inwriting by us. If you wish to use Rovux Footwear Content, you mustcomply with our Content Usage Guidelines here. Rovux Footwear, theSprocket Design, the Rovux Footwear logos, and other marks that weuse from time to time are our trademarks and you may not use themwithout our prior written permission, except as otherwise set forthin this Agreement.

We encourage allcustomers, affiliates and partners to comment on the Rovux FootwearProducts, provide suggestions for improving them, and vote onsuggestions they like. You agree that all such comments andsuggestions will be non-confidential and that we own all rights touse and incorporate them into the Rovux Footwear Products, withoutpayment to you.


Confidentiality

As used herein,“Confidential Information” means all confidential informationdisclosed by a party ("Disclosing Party") to the otherparty (“Receiving Party”), (i) whether orally or in writing, thatis designated as confidential, and (ii) Rovux Footwear customer andprospect information, whether or not otherwise designated asconfidential. Confidential Information does not include anyinformation that (i) is or becomes generally known to the publicwithout breach of any obligation owed to the Disclosing Party or (ii)was known to the Receiving Party prior to its disclosure by theDisclosing Party without breach of any obligation owed to theDisclosing Party. The Receiving Party shall: (i) protect theconfidentiality of the Confidential Information of the DisclosingParty using the same degree of care that it uses with its ownconfidential information, but in no event less than reasonable care,(ii) not use any Confidential Information of the Disclosing Party forany purpose outside the scope of this Agreement, (iii) not discloseConfidential Information of the Disclosing Party to any third party,and (iv) limit access to Confidential Information of the DisclosingParty to its employees, contractors and agents. The Receiving Partymay disclose Confidential Information of the Disclosing Party ifrequired to do so under any federal, state, or local law, statute,rule or regulation, subpoena or legal process.


Opt Out and Unsubscribing

You will complypromptly with all opt out, unsubscribe, "do not call" and"do not send" requests. For the duration of thisAgreement, you will establish and maintain systems and proceduresappropriate to effectuate all opt out, unsubscribe, "do notcall" and "do not send" requests.


Term and Termination

Term. ThisAgreement will apply for as long as you participate in the AffiliateProgram, until terminated.

TerminationWithout Cause. Both you and we may terminate this Agreement onfifteen (15) days written notice to the other party.

Termination forAgreement Changes. If we update or replace the terms of thisAgreement, you may terminate this Agreement on five (5) days writtennotice to us, provided that you send us written notice within ten(10) days after we send you notice of the change.

Termination forCause. We may terminate this Agreement: (i) upon thirty (30) days’notice to you of a material breach if such breach remains uncured atthe expiration of such period, (ii) upon fifteen (15) days notice toyou of non-payment of any amount due to us if such amount remainsunpaid at the expiration of such period, (iii) immediately, if youbecome the subject of a petition in bankruptcy or any otherproceeding relating to insolvency, receivership, liquidation orassignment for the benefit of creditors, (iv) immediately, if youbreach the terms applicable to your subscription with us (if you haveone), including if you default on your payment obligations to us orour affiliate, or (v) immediately, if we determine that you areacting, or have acted, in a way that has or may negatively reflect onor affect us, our prospects, or our customers.

Effects ofExpiration/Termination. Expiration of this Agreement, andtermination of this Agreement: (i) without cause by us,(ii) by youwith cause, (iii) by you according to the ‘Termination forAgreement Changes’ section, shall not affect our obligation to payyou a Commission, so long as the related payment by the CustomerTransaction is recognized by us within thirty (30) days after thedate of such termination or expiration and provided that in no eventshall you be entitled to payment of Commission under this Agreementif you are eligible to receive a revenue share payment under theSolutions Partner Program Agreement. We will not pay you fees onCustomer Transactions recognized by us after thirty (30) days afterthe date of such termination or expiration set out above. Providedhowever, in the event of termination without cause by you, or forcause by us, our obligation to pay and your right to receive anyCommission will terminate upon the date of such termination,regardless of whether you would have otherwise been eligible toreceive Commission prior to the date of termination. Except asexpressly set forth in this section, you are not eligible to receivea Commission payment after expiration or termination of thisAgreement. Upon termination or expiration, you will discontinue alluse of and delete the Affiliate Tool that we make available to youfor your participation in the Affiliate Program. Upon termination orexpiration, an Affiliate Lead is not considered valid, and we maychoose to maintain it in our database and engage with such aprospect.

Upon terminationor expiration, you will immediately discontinue all use of ourtrademark and references to this Affiliate Program from yourwebsite(s) and other collateral. For the avoidance of doubt,termination or expiration of this Agreement shall not cause aCustomer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent andwarrant that: (i) you have all sufficient rights and permissions toparticipate in the Affiliate Program and to provision Rovux Footwearwith Affiliate Lead’s for our use in sales and marketing efforts oras otherwise set forth in this Agreement, (ii) your participation inthis Affiliate Program will not conflict with any of your existingagreements or arrangements; and (iii) you own or have sufficientrights to use and to grant to us our right to use the AffiliateMarks.


You furtherrepresent and warrant that: (i) you will ensure that you arecompliant with any trade or regulatory requirements that may apply toyour participation in the Affiliate Program (for example, by clearlystating you are a Rovux Footwear Affiliate on any website(s) you ownwhere you make an Affiliate Link available); (ii) you will accuratelyprovide in the Affiliate Tool all websites and domains you own whereyou intend to use Affiliate Links to generate Affiliate Leads; (iii)you will not purchase ads that direct to your site(s) or through anAffiliate Link that could be considered as competing with RovuxFootwear’s own advertising, including, but not limited to, ourbranded keywords; (iv) you will not participate in cookie stuffing orpop-ups, false or misleading links are strictly prohibited; (v) youwill not attempt to mask the referring URL information; (vi) you willnot use your own Affiliate Link to purchase Rovux Footwear productsfor yourself; and (vii) you will not use any mechanisms to deliverleads other than through an intended consumer. This includes sourcingleads through compilations of personal data such as phonebooks, usingfake redirects or other tools or automation devices to generate leads(including but not limited to robots, lframes, or hidden frames), oroffering incentives to encourage purchases or signups.   


Indemnification

You willindemnify, defend and hold us harmless, at your expense, against anythird-party claim, suit, action, or proceeding (each, an "Action")brought against us (and our officers, directors, employees, agents,service providers, licensors, and affiliates) by a third party notaffiliated with us to the extent that such Action is based upon orarises out of (a) your participation in the Affiliate Program, (b)our use of the prospect data you provided us, (c) your noncompliancewith or breach of this Agreement, (d) your use of the Affiliate Tool,or (e) our use of the Affiliate Marks. We will: notify you in writingwithin thirty (30) days of our becoming aware of any such claim; giveyou sole control of the defense or settlement of such a claim; andprovide you (at your expense) with any and all information andassistance reasonably requested by you to handle the defense orsettlement of the claim. You shall not accept any settlement that (i)imposes an obligation on us; (ii) requires us to make an admission;or (iii) imposes liability not covered by these indemnifications orplaces restrictions on us without our prior written consent.


Disclaimers; Limitations of Liability

Disclaimer ofWarranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NOREPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY,AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE ROVUX FOOTWEARPRODUCTS, ROVUX FOOTWEAR CONTENT, THE AFFILIATE PROGRAM OR THEAFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES(APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TOTHE EXTENT PERMITTED BY LAW, THE ROVUX FOOTWEAR PRODUCTS ANDAFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY ORCONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OFANY KIND WITH REGARD TO THE ROVUX FOOTWEAR PRODUCTS AND THE AFFILIATETOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE ANDNON-INFRINGEMENT.

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

Limitation ofLiability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WEARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THEPARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THETOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATEDCUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENTGIVING RISE TO A CLAIM.

Affiliate Tool.WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOUUSE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU,AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

Cookie Duration.COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF APOTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, ROVUXFOOTWEAR SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEENOWED TO YOU.


General

Amendment; NoWaiver. We may update and change any part or all of this Agreement,including by replacing it in its entirety. If we update or changethis Agreement, the updated Agreement will be made available to youvia the Affiliate Tool and/or by email. The updated Agreement willbecome effective and binding on the next business day after we or theAffiliate Tool have notified you. When we change this Agreement, the"Last Modified" date above will be updated to reflect thedate of the most recent version at https://legal.RovuxFootwear.com/marketing-affiliate-program-agreement. We encourage youto review this Agreement periodically. If you don’t agree to theupdate, change or replacement, you can choose to terminate as wedescribe above. No delay in exercising any right or remedy or failureto object will be a waiver of such right or remedy or any other rightor remedy. A waiver on one occasion will not be a waiver of any rightor remedy on any future occasion.

ApplicableLaw. This Agreement shall be governed by the laws of the Wisconsin,without regard to the conflict of laws provisions thereof. In theevent either of us initiates an action in connection with thisAgreement or any other dispute between the parties, the exclusivevenue and jurisdiction of such action shall be in the state andfederal courts in Wisconsin.

Force Majeure.Neither party will be responsible for failure or delay of performanceif caused by: an act of war, hostility, or sabotage; act of God;electrical, internet, or telecommunication outage that is not causedby the obligated party; government restrictions; or other eventoutside the reasonable control of the obligated party. Each partywill use reasonable efforts to mitigate the effect of a force majeureevent.

ActionsPermitted. Except for actions for nonpayment or breach of a party’sproprietary rights, no action, regardless of form, arising out of orrelating to this Agreement may be brought by either party more thanone (1) year after the cause of action has accrued.

Relationship ofthe Parties. Both you and we agree that no joint venture,partnership, employment, or agency relationship exists between youand us as a result of this Agreement.

Compliance withApplicable Laws. You shall comply, and shall ensure that any thirdparties performing sales or referral activities on your behalfcomply, with all applicable foreign and domestic laws (includingwithout limitation export laws and laws applicable to sending ofunsolicited email), governmental regulations, ordinances, andjudicial administrative orders. You shall not engage in anydeceptive, misleading, illegal or unethical marketing activities, oractivities that otherwise may be detrimental to us, our customers, orto the public. Export laws and regulations of the United States andany other relevant local export laws and regulations may apply to theRovux Footwear Products. You will comply with the sanctions programsadministered by the Office of Foreign Assets Control (OFAC) of the USDepartment of the Treasury. You will not directly or indirectlyexport, re-export, or transfer the Rovux Footwear Products toprohibited countries or individuals or permit use of the RovuxFootwear Products by prohibited countries or individuals.

Severability. Ifany part of this Agreement is determined to be invalid orunenforceable by applicable law, then the invalid or unenforceableprovision will be deemed superseded by a valid, enforceable provisionthat most closely matches the intent of the original provision andthe remainder of this Agreement will continue in effect.

Notices. Noticewill be sent to the contact address set forth herein (as such may bechanged by notice given to the other party), and will be deemeddelivered as of the date of actual receipt.

To RovuxFootwear, Inc.: Rovux Footwear, Inc., ------ Attention: ------

To you: youraddress as provided in our affiliate account information for you.

We may giveelectronic notices specific to you by email to your e-mailaddress(es) on record in our account information for you. We may givenotice to you by telephone calls to the telephone numbers on recordin our account information for you.

Entire Agreement.This Agreement is the entire agreement between us for the AffiliateProgram and supersedes all other proposals and agreements, whetherelectronic, oral or written, between us. We object to and reject anyadditional or different terms proposed by you, including thosecontained in your purchase order, acceptance or website. Ourobligations are not contingent on the delivery of any futurefunctionality or features of the Rovux Footwear Products or dependenton any oral or written public comments made by us regarding futurefunctionality or features of the Rovux Footwear Products. It is theexpress wish of both you and us that this Agreement and all relateddocuments be drawn up in English. We might make versions of thisAgreement available in languages other than English. If we do, theEnglish version of this Agreement will govern our relationship andthe translated version is provided for convenience only and will notbe interpreted to modify the English version of this Agreement.


Assignment. Youwill not assign or transfer this Agreement, including any assignmentor transfer by reason of merger, reorganization, sale of all orsubstantially all of its assets, change of control or operation oflaw, without our prior written consent. We may assign this Agreementto any affiliate or in the event of merger, reorganization, sale ofall or substantially all of our assets, change of control oroperation of law.


No Third PartyBeneficiaries. Nothing in this Agreement, express or implied, isintended to or shall confer upon any person or entity (other than theparties hereto) any right, benefit or remedy of any nature whatsoeverunder or by reason of this Agreement.


Program PoliciesPage. We may change the Program Policies from time to time. Yourparticipation in the Affiliate Program is subject to the ProgramPolicies, which are incorporated herein by reference


No Licenses. Wegrant to you only the rights and licenses expressly stated in thisAgreement, and you receive no other rights or licenses with respectto us, the Rovux Footwear Products, our trademarks, or any otherproperty or right of ours.

Sales by RovuxFootwear. This Agreement shall in no way limit our right to sell theRovux Footwear Products, directly or indirectly, to any current orprospective customers.


Authority. Eachparty represents and warrants to the other that it has full power andauthority to enter into this Agreement and that it is binding uponsuch party and enforceable in accordance with its terms.


Survival. Thefollowing sections shall survive the expiration or termination ofthis Agreement: ‘Commission and Payment’, ‘Proprietary Rights’,‘Confidentiality’, ‘Effects of Termination/Expiration’,‘Indemnification’, ‘Disclaimers; Limitation of Liability’,‘Non-Solicitation’ and ‘General’.


Exhibit A


Rovux Footwear –GDPR Data Processing Addendum (Affiliates)


This DataProcessing Addendum ("Addendum") sets out the terms thatapply as between Rovux Footwear and Marketing Affiliate whenprocessing EEA personal data in connection with the MarketingAffiliate Program. This Addendum forms part of the MarketingAffiliate Program Agreement. Capitalized terms used in this Addendumshall have the meanings given to them in the Marketing AffiliateProgram Agreement (the "Agreement") unless otherwisedefined in this Addendum.


Definitions: (a)"controller," "processor," "data subject,"and "processing" (and "process") shall have themeanings given to them in Applicable Data Protection Law; (b)"Applicable Data Protection Law" means any and allapplicable privacy and data protection laws and regulationsapplicable to the Personal Data in question, including, whereapplicable, EU Data Protection Law (in each case, as may be amended,superseded or replaced from time to time); (c) "EU DataProtection Law" means: (i) the EU General Data ProtectionRegulation (Regulation 2016/679) ("GDPR"); and (ii) the EUe-Privacy Directive (Directive 2002/58/EC); and (iii) any nationaldata protection laws made under or pursuant to clause (i) or (ii);and (d) "Personal Data" means any information relating toan identified or identifiable natural person to the extent that suchinformation is protected as personal data under Applicable DataProtection Law.


Purposes ofprocessing. The parties acknowledge that in connection with theMarketing Affiliate Program, each party may provide or make availableto the other party Personal Data. Each party shall process suchdata: (i) for the purposes described the Agreement; and/or (ii) asmay otherwise be permitted under Applicable Data Protection Law.


Relationship ofthe parties. Each party will process the copy of the Personal Data inits possession or control as an independent controller (not as ajoint controller with the other party). For the avoidance of doubtand without prejudice to the foregoing, Rovux Footwear shall be anindependent controller of any Personal Data that it receives orshares with Affiliate in connection with the Marketing AffiliateProgram.


Compliance withlaw. Each party shall separately comply with its obligations underApplicable Data Protection Law and this Addendum when processingPersonal Data. Neither party shall be responsible for the otherparty's compliance with Applicable Data Protection Law. Inparticular, each party shall be individually responsible for ensuringthat its processing of the Personal Data is lawful, fair andtransparent, and shall make available to data subjects a privacystatement that fulfils the requirements of Applicable Data ProtectionLaw.


Internationaltransfers. Where Applicable Data Protection Law in the EuropeanEconomic Area ("EEA"), and/or its member states, UnitedKingdom and/or Switzerland (collectively for the purposes of thisAddendum, the "EU'), applies to the Personal Data ("EUPersonal Data"), neither party shall process any EU PersonalData (nor permit any EU Personal Data to be processed) in a territoryoutside of the EU unless it has taken such measures as are necessaryto ensure the transfer is in compliance with Applicable DataProtection Law. To the extent a Marketing Affiliate transfers EUPersonal Data to Rovux Footwear and Rovux Footwear is located in aterritory outside the EU that does not provide adequate protectionfor Personal Data (as determined by Applicable Data Protection Law),Rovux Footwear agrees to abide by and process such EU Personal Datain accordance with the Standard Contractual Clauses for Controllersas approved by the European Commission and available athttp://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915(as amended, superseded or updated from time to time) ("ModelClauses"), which are incorporated by reference in, and form anintegral part of, this Addendum. Rovux Footwear agrees that it is a"data importer" and the Marketing Affiliate is the "dataexporter" under the Model Clauses (notwithstanding that RovuxFootwear may be an entity located outside of the EEA).


Security. Eachparty shall implement and maintain all appropriate technical andorganizational measures to protect any copies of the Personal Data intheir possession or control from (i) accidental or unlawfuldestruction, and (ii) loss, alteration, or unauthorized disclosure oraccess (a "Security Incident") and to preserve the securityand confidentiality of such Personal Data. Each party shall notifythe other party without undue delay on becoming aware of any breachof EU Data Protection Law/Applicable Data Protection Law.

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