Yuju’s Affiliate Program

Agreement

[date*],
2022

1. Agreement definition and purpose

This Agreement describes the terms and conditions for the participation in Yuju’s Affiliate Program. In
this Agreement, the term “you”, “your” or “Affiliate” means [complete corporate name*], and “we”,
“us”, “Yuju Service”, “Yuju”, the “Company” means Madkting, S.A. de C.V..

Affiliate declares it is [corporate name*], a legal entity incorporated under to the laws of [country of
incorporation*] according to public deed number [legal references of the incorporation act*], dated
[date of incorporation*], and duly registered before the public registry of commerce of [*], on [date*].
Its legal representative, Ms./Mr. [complete name of legal representative as on official id*] is dully
empowered and authorized to subscribe and execute this Agreement. No individual or natural person shall
be admitted as a Yuju Affiliate under this Agreement.

Affiliate also declares that its corporate purpose is [*], and that its main activity is not depending on being
a Yuju Affiliate, that it has its own business, human, technical and material resources and its activity does
not depend on Yuju’s Affiliate Program.

Yuju declares that Madkting, S.A. de C.V. is a legal entity incorporated under to the laws of Mexico
according to public deed number 13,571, dated March 23, 2015, and duly registered before the public
registry of commerce of Mexico City on May 19, 2015 under electronic folio number 535587-1. Its legal
representative, Ms./Mr. [complete name of legal representative as on official id*] is dully
empowered and authorized to subscribe and execute this Agreement.

Each party is herein referred to individually as a “Party” or collectively as the “Parties”. Yuju and
Affiliate are hereinafter also referred individually as a “Party” and jointly as the “Parties”.

Through the Affiliate Program Agreement, also referred to as “Agreement” or “Affiliate Program”, the
Parties intend to engage in marketing and sales activities to market Yuju services as described in Yuju’s
webpage: https://yuju.io.

This Agreement shall become effective from the date in which both Parties sign it.

2. Modification

Yuju may, from time to time, need to modify any terms of this Agreement, for which Yuju will give
written e-mail notice to the Affiliate to the e-mail address indicated under the Affiliate signature of this
Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days
from the date of the e-mail notice, unless otherwise specified in the e-mail notice.
If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If
you continue participation in the Program, it will be considered as your acceptance of the changes.

3. Affiliate URL

You will be issued an exclusive URL once you become a member of the Yuju Affiliate Program, which
will be unique to you and you only, and will allow you to be paid for Qualified Referrals.

4. Program Sign Up

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to
join. The Affiliate Application may be found at the following website: https://www.yuju.io/affiliate-
program.

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. Yuju evaluates
each and every application and we are the sole and exclusive decision-makers on Affiliate acceptance. If
Yuju chooses not to allow your inclusion in the Affiliate Program, we will attempt to inform you in a
reasonable manner. If you do not hear from us within a reasonable time frame, please consider your
application rejected. We are not obligated to provide you any explanation for your rejection, but please be
advised we may reject applicants for any reason or manner. Notwithstanding anything stated or implied to
the contrary, by applying to become an Affiliate, you agree that the Company has and reserves the right at
all times to reject your application or terminate your participation in the program for any reason, or no
reason, in Yuju sole and unlimited discretion.

5. Marketing and Sales Activities

5.1 Promotional Links: once you have been informed that you have been accepted into the Program,
you may use any method or form of promotion you choose so long as it complies with the terms and
conditions of this Agreement, Yuju good reputation in any media, and all applicable laws. Promotional
links may include our name and Trademarks (as defined below) and any other indicia and content we
specifically identify on our site for your use as promotional features, tools and content (collectively,
"Affiliate Promotional Links").

5.2 Utilization of Affiliate Promotional Links:

5.2.1. We hereby grant to you limited, non-exclusive, and non-transferable license to use our Affiliate
Promotional Links for placement on your site without modification, abridgment, or embellishment, for
the sole and exclusive purpose of referring potential subscribers/clients to Yuju. We reserve the right to
revoke this license to use the Affiliate Promotional Links, in whole or part, at any time, without cause.
5.2.2. We reserve the right to require you to modify your use of the Affiliate Promotional Links
following review of your site. If we issue formal policies and rules in connection with usage of the
Affiliate Promotional Links, you agree to promptly confirm in writing your use of the Affiliate
Promotional Links to said policies, as the same may be amended from time to time.

5.2.3 You may not use Affiliate Promotional Links to market, promote, or endorse the services, and/or
cause of any other individual or entity or to otherwise benefit any third party, save for your Referrals.

5.2.4. You agree that you shall not bid on, register or purchase search engine keywords, domain names,
or other identifying search terms or titles that are similar to the Trademarks owned or controlled by the
Company, or by any third party to promote your participation in the Program.

5.2.5. In utilizing the Affiliate Promotional Links, you agree that you will cooperate fully with Yuju in
order to establish and maintain the consistency and integrity of such Affiliate Promotional Links as they
may be modified, enhanced, expanded, curtailed or eliminated from time to time by us, in our sole and
unlimited discretion.

5.2.6. You acknowledge that, by participating in the Program and/or using any of the Affiliate
Promotional Links, the Company may receive information from or about visitors to your site to track
Referrals.

5.3 Paid Search Terms

5.3.1 Trademark or Brand-related bidding for advertisements is NOT PERMITTED. Affiliates are
NEVER allowed to outrank or outbid Yuju on any ad keywords.

The following terms should be added as phrase negatives across all paid search campaigns:
● “Yuju”
● “Yuju.io”
● www.yuju.io
● https://yuju.io
● Yuju marketplace
● Yuju analytics
● Yuju envíos
● Yuju mensajería
● Yuju facturación
● Yuju smart
● Yuju apps
● Servicios Yuju

“™” - Not permitted Use of Trademark in Title and Body of Paid Search Ad Use of

Display URL: Not Permitted

We reserve the right to add additional terms to this list as new products/services launch.
5.3.2 Affiliates may not include ‘Official Site’ or make representations that your advertisement is
directly from Yuju. Affiliates may not use Yuju trademarks, Yuju’s products or services names or their
variations or misspellings in their ad copy.

5.3.3 Affiliates shall not use any domain names that are owned by Yuju for any display URL listings
used in paid search campaigns. Nor may they cloak or mask these URLs in paid search campaigns.

5.3.4 Affiliates shall not use the word official in connection with the Yuju owned property name in
domain names, search ads, or on landing pages.

5.3.5 Affiliates shall not promote competitors on the same landing page that contain Affiliate Program
Links.

5.3.6 The above terms apply to direct affiliates as well as sub-affiliates.

5.3.7 Violation of Search Policy: Yuju will not pay Referral Fees on any transactions that it believes to
be generated by a violation of its search policies.

5.4. Appointment - Yuju hereby appoints the Affiliate as a non-exclusive marketing representative
during the terms of this Agreement to promote the sale and use of the Yuju Service, in accordance with
this Agreement. Nothing in this Agreement shall be construed as limiting in any manner Yuju's marketing
and distribution activities, or its appointment of resellers, agencies, dealers, distributors, licensees, agents,
or representatives of any kind.

5.5. Obligations - The Affiliate agrees to use reasonable commercial efforts to promote Yuju Service to
its clients and network. The Affiliate shall comply with good, ethical, and moral business practices, and
all applicable laws and regulations in engaging in any activities hereunder.

5.6. Relationship between the Parties

It is the intent of the Parties that during the term of this Agreement, Yuju and Affiliate shall be
independent contractors, and nothing set forth herein shall be deemed or construed to render the Parties
joint-venturers, partners or employer and employee. No Party is authorized to make any commitment or
representation on the other’s behalf. The Parties agree that the relationship created by this Agreement is
neither one of subordination or dependence, therefore there is no labor relationship between Yuju and
Affiliate, their employees or officers.

No employees of Affiliate shall in anyway be considered as an employee of Yuju. If for any reason any
employee of Affiliate shall bring any action, suit or claim against Yuju arising out of any alleged labor or
work relationship between said employee and Yuju, including but not limited to, any action arising under
Mexican labor and social security laws, profit sharing provisions and any other related regulations or
laws, Affiliate shall be fully responsible for undertaking at its own cost the defense on behalf of Yuju of
any such suit, action or claim. Affiliate shall immediately reimburse Yuju upon demand any amount paid
by Yuju including
reasonable lawyers’ fees, as a result of any action, transaction, suit and claim including any negotiated
payment according to this clause.

6. Materials

Yuju may provide the Affiliate with certain materials for use in conjunction with promoting the Service
hereunder (“Yuju Materials”). Yuju hereby grants the Affiliate a nonexclusive, royalty-free license to use
Yuju's name, trade names, trademarks, service marks, and logos (collectively, the “Marks”) solely in
connection with the Affiliate's promotion and marketing of Yuju’s Service. As between the Parties, Yuju
or its licensors own all right, title and interest in and to the Service, the Marks, the Yuju software and the
Yuju Materials.

The Affiliate grants Yuju a nonexclusive, royalty-free license to use Affiliate's name, trade names,
trademarks, service marks, and logos (collectively, the “Marks”) solely in connection with the Yuju's
promotion and marketing of the Affiliate services.

7. Qualified Referral

“Qualified Referral” is defined as a user who (i) lands on the Yuju websites by opening a link you shared
and completing the sign-up procedure, submitting an inquiry form, duly accepted by Yuju according to
the above clauses 3 and 4; (ii) of whom Yuju has no record in connection with the Yuju Service, or who
are not, at the time referred to Yuju by the Affiliate, in any contractual relations or ongoing negotiations
with Yuju in connection with the Yuju Service; and (iii) who are not rejected by Yuju.

8. Referral Fee

For each Qualified Referral, Yuju will pay to the Affiliate a Referral Fee of 11% of the corresponding
service sale transaction effectively paid on Yuju’s bank corresponding bank account, less V.A.T.

Affiliates will be entitled to receive Referral Fees for a period of 12 (twelve) months starting from the
date of signup.

9. Payment

The Affiliate will be paid Referral Fees on a monthly basis, within 30 (thirty) days from the end of each
month. All payments will be delivered in Mexican Pesos via bank transfer or PayPal upon presentation by
the Affiliate of the corresponding invoice, complying with all Mexican tax requirements.

Affiliate shall be responsible for any taxes or handling fees associated with the receipt of any payments.
Affiliate is responsible for providing Yuju accurate payment details and maintaining an accurate payment
profile on our Affiliate platform.
The minimum payout balance is US$50 (fifty U.S. dollars), or similar amount in the local Mexican Pesos
currency. For balance equal to or less than US$50 (fifty U.S. dollars), the payout will be done at the next
payment date (within a maximum of 60 (sixty days) from the month during which such Referral Fee was
generated).

10. Termination

Either Party may, at its option, terminate this Agreement, with or without cause.

Yuju may terminate this Agreement immediately and without notice if in its sole discretion it determines
that the Affiliate has breached the terms and conditions of this Agreement. Affiliate expressly accepts to
forfeit any accumulated earnings if Agreement is terminated due to any breach of any of the terms of this
Agreement.

Affiliate may terminate this Agreement at any time with a thirty (30) days prior written notice to Yuju
sent by e-mail with reading receipt.

Upon any termination (i) all Referral Fees due to the Affiliate up to the termination will immediately
become due and payable within thirty (30) days following termination, provided that Yuju has not
terminated this Agreement because of a breach of this Agreement by the Affiliate, in which case no fees
shall be payable to the Affiliate following termination. (ii) The Affiliate shall immediately cease all
promotion of Yuju Service and shall immediately return to Yuju, or at the option of Yuju, destroy, all
Confidential Information, Yuju Materials, hardware and software provided to the Affiliate hereunder; and
(iii) Yuju may market, sell or provide the Service to any customer without obligation to pay the Affiliate
any Referral Fee, Notwithstanding any termination of this Agreement, the following Sections shall
survive: 10, 11, 12, 13.

11. Limitation of Liability

Yuju shall not be liable for indirect, special, or consequential damages (or any loss of revenue, profits,
expenditures, or data) arising in connection with this Agreement or the Affiliate Program, even if we have
been advised of the possibility of such damages. Further, our aggregate liability arising with respect to
this Agreement and the Program shall not exceed the total Referral Fees paid or payable to the Affiliate
under this Agreement.

In no event shall Yuju be liable for any indirect, incidental, special, or consequential damages; damages
for loss, loss of profits, revenue, data or use, incurred by you or any third party, whether in an action in
contract or tort, arising from your access to, or use of, the Yuju website, any content, or any third party
websites and content.

12. Disclaimers

We make no express or implied warranties or representations with respect to the Yuju Affiliate Program
or an Affiliate's potential to earn income from the Affiliate Program. In addition, Yuju makes no
representation that the operation of the websites or the Affiliate links will be
uninterrupted or error-free, and Yuju shall not be liable for the consequences of any interruptions or
errors.

Yuju reserves the right to reject a Referral in case we consider it non-qualified, and will notify the
Affiliate by email.

13. Confidentiality

Affiliate accepts that as a result of the execution of this Agreement, it will have or may have access to
confidential information consisting of any and all documents and information related to any client of
Yuju, as well as to industrial secrets and other intellectual property rights of Yuju. Accordingly, during
the term of this Agreement and for a period of 10 years thereafter Affiliate shall not divulge or use such
information, industrial secrets, and other intellectual property rights of Yuju and/or any of the clients of
Yuju and shall keep such information strictly confidential, and take all reasonable precautions to avoid
the divulging of such information without the prior written consent of Yuju. It is agreed that confidential
information does not include any information which:

a) at the time of disclosure is in the public domain;

b) after disclosure enters the public domain unless the entry of such information is a result of a
breach of this Agreement;
c) is required to be disclosed by law.

Affiliate shall indemnify and hold Yuju and its clients harmless for any and all costs, including reasonable
lawyers’ fees, expenses, liabilities or damages incurred by either Yuju and its clients as a result of
Affiliate’s breach of this provision.

14. Miscellaneous

Yuju’s failure to enforce your strict performance of any provision of this Agreement will not constitute a
waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be
severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By applying to the Yuju Affiliate Program you acknowledge that you have read this Agreement, agree to
all its terms and conditions. You have independently evaluated this program and are not relying on any
representation, guarantee or statement other than as set forth in this Agreement.

15. Applicable law and jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the federal laws of Mexico.

Any litigation, controversy or claim resulting from this Agreement or related to Agreement, its breach,
resolution or nullity, shall be resolved by arbitration in accordance first with the Mediation Regulations of
the National Chamber of Commerce of Mexico City.

Immediately after the arbitration has started, the Parties shall attempt an amicable solution to the dispute
through mediation, which will take place in accordance with the Mediation Regulations of the National
Chamber of Commerce of Mexico City. The nominating authority of the mediator will be the
Commission for Mediation and Commercial Arbitration of the National Chamber of Commerce of
Mexico City. The mediator shall be an individual other than the arbitrator and may not be appointed
arbitrator in that procedure.

If the Parties reach an amicable solution to the dispute within ninety (90) days, the arbitrators shall draft
the amicable transaction in the form of an arbitration award under the terms agreed by the Parties.

If the Parties do not reach an amicable solution to the dispute within (90) days and do not prorogate the
mediation term, any litigation, controversy or claim resulting from this Agreement or related to this
Agreement, its breach, resolution or nullity, shall be resolved in accordance with the Arbitration
Regulations of the National Chamber of Commerce of Mexico City, in force at the time of the start of
arbitration.

a) The number of arbitrators will be one (1).

b) The place of arbitration will be Mexico City, Mexico.

The language (or languages) to be used in both the mediation and arbitration procedures will be Spanish
and English.

The arbitration award shall be final and definitive.

Affiliate Suitability Guidelines

You and Your site may be deemed unsuitable if:

1. You are involved, in whole or part, with any site that incorporates "Yuju" or variations or misspellings
thereof in its domain name except under license from Yuju; or you use words and/or symbols that are
Trademarks (as defined in the associated affiliate agreement), or substantially similar thereto, in any
username, group name, or other identifier on any social networking website.
2. You engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial
email or otherwise fail to comply with any laws and/or regulations that govern email marketing and/or
communications.

3. You engage in pop-up or pop-under advertising using any means involving third-party properties
and/or services (software). Pop up/unders are acceptable on a first-party basis only when triggered by
your site content, site visit or by downloadable software applications of which you are the
owner/operator.

4. Your site's pop up/unders delivered through downloadable software engage in means that force clicks
or perform redirects, or pop over a pay-per-click listing or natural search results.

5. Your reputation or that of your site(s) might in any manner tarnish, disparage, or reflect adversely on
Yuju and/or its Trademarks or otherwise diminish our goodwill by reason of our association with you or
your web site(s), including but not limited to your known involvement in, or promotion or facilitation of,
activity that is unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory,
defamatory, obscene, abusive, violent or otherwise offensive.

6. Your site incorporates images, text or any other content or features (either displayed or hidden) that
are unlawful, infringing, invasive, immoral, fraudulent, misleading, discriminatory, defamatory, obscene,
abusive, violent or otherwise offensive and/or involves, advocates or facilitates activity that is unlawful,
immoral, fraudulent, misleading, discriminatory, defamatory, obscene, abusive, violent or otherwise
offensive.

IN WITNESS WHEREOF, the undersigned have caused this instrument to be duly executed and delivered
on [date of signature*], 2021.

COMPANY

MADKTING SA DE CV

By: Harold Antoine MARRAUD DES GROTTES

Title: Managing director.

Address: Sonora 180, Hipódromo, Cuauhtémoc, Ciudad de México, CDMX, 06100, México. E-

mail: administracion@yuju.io / ventas@yuju.io

AFFILIATE

By: [*]
Title: [*]

Address: [*]

E-mail:[*]