We’re so excited you want to be part of the Sentia Affiliate Program!

This Agreement sets out the details of the Sentia Affiliate program (“Affiliate Program”), each of our roles and responsibilities, how Affiliates are paid commissions, as well as other important information regarding the terms of our relationship.

By signing up as an affiliate ( “You” or “Affiliate”) with our (The Social Drinks Company, “Sentia”) and participating in our Affiliate Program, You agree to be bound by this Agreement, which outlines the terms of your participation in the Affiliate Program.

Application

To apply for participation in the Affiliate Program, You must complete an application and consent to the Terms & Conditions before your application will be approved. Sentia is under no obligation to accept your application, and may deny your application for any reason. You represent that all information provided through the application is accurate and current.

Minimum Age

All Affiliates must be at least 18 years old. By signing up to be an Affiliate, you confirm you are least 18 years of age or older.

How does the Affiliate Program work?

When your application to the Affiliate Program is accepted, a unique Affiliate Link will be created. This is a URL or hyperlink which contains your Affiliate ID and is used for tracking referred traffic to the Sentia website.

When you use your Affiliate link to direct or send a prospective buyer to our website or related web-page, and when that visitor then purchases a Sentia product from us within 60 days of clicking the Affiliate Link, you will receive an Affiliate referral commission from Sentia on the sale of that product (the "Commission").

AFFILIATE RESPONSIBILITIES

Registration - You are responsible for providing us with your correct contact and account information at the time that you register for the Affiliate Program and for keeping that information up-to-date.

Confidential Access - Your username and password are personal to you and confidential and must not be disclosed to anyone else. Sentia will not be liable for any claims or losses by Affiliate resulting from any third party gaining access to your log-in credentials.

Misrepresentation – Affiliate program may not be used to make any false or disparaging comments about Sentia.

Purchasing from SentiaSpirits.com – Affiliate Program objective is to enable Affiliates to promote Sentia to consumers. The program may not be used for Affiliate to secure commissions from purchases by Affiliate or related parties

TERM OF AGREEMENT

Term - This Agreement is effective immediately upon our acceptance of your registration and shall continue until terminated as described in this section.

Termination - Both parties to this Agreement reserve the right to terminate this Agreement at any time without notice. In the event of termination of this Agreement, any outstanding Commissions due to Affiliate will be payable. If a purchaser who used an Affiliate Link issues and wins a chargeback dispute, we reserve the right to collect any Commissions paid from the Affiliate. All confidentiality and non-disclosure agreements survive the termination of the Affiliate relationship. In the event we terminate this Agreement due to breach by Affiliate, Affiliate shall not be entitled to any outstanding Commission payments.

Any termination of this Agreement shall result in immediate termination of any limited license granted to Affiliate to use intellectual property of the Sentia pursuant to this Agreement for purposes of promoting the products or services of Sentia.

PROMOTION AND MARKETING

All Sentia Product - The Affiliate Agreement provides for the promotion of all Sentia products unless otherwise specified on our Website, through email correspondence from us, or in this Agreement.

Promotional Materials - Sentia may from time to time provide Affiliate with promotional materials which may include ongoing information about our products, marketing and sales. Promotional materials may include text, images, links, buttons, banners, or other material for use and/or display on the Affiliate’s website or in its email marketing efforts in support of Sentia offerings.

Use of the Promotional Materials:

1. All material shall be used in accordance with terms here described or through any subsequent instructions provided by Sentia.

2. Affiliate may only use the Promotional Materials for promotion of Sentia and for linking to the Sentia website, or specific offers or sales pages as directed by Sentia.

3. Affiliate may only use the Promotional Materials provided, (text, graphics, audio, video or other content provided by Sentia) to promote Sentia, unless Sentia has provided express written consent or approval of additional materials prior to their use by Affiliate

4. Affiliate will not modify the Promotional Materials in any way, without the prior written consent of Sentia to specific alterations, additions or subtractions requested by Affiliate.

Sentia may update or add to this information from time to time and communicate new marketing material or provide related documentation in support of this Agreement as necessary. Affiliate agrees to make best efforts to cooperate with Sentia’s promotional or marketing schedule and other marketing requirements.

TRACKING COMMISSIONS

Tracking Referrals - Once you are accepted into the Affiliate Program, an Affiliate Link with be autogenerated and provided to you. Affiliate will have access to the Sentia Affiliate Portal which will display the sales history, payout commissions and other relevant information related to any sales transacted using Affiliate’s unique affiliate link. If Affiliate has any questions at any time Affiliate may contact Sentia at Affiliate@SentiaSpirits.com.

Tracking Commissions - Affiliate will be paid a ten percent (5%) commission for each customer who completes a one-time payment purchase on the Sentia website using the affiliate link assigned to Affiliate. Commissions will be calculated based upon the Gross Sales Price. Gross Sales Price is defined as all payments received by Sentia for the sale of the product, but not including, shipping and sales tax.

Commission Structure - Sentia reserves the right to change the commission rate structure at any time in Sentia’s sole discretion and will issue notice to any participating Affiliates immediately upon such change to the program. Any change in commission rate structure shall not affect sales transacted prior to such change.

Payment Timeline - Commissions will be paid no later than the 14th day of the month following the month the sale was made through your Affiliate link. Once you start sharing your Affiliate link with others, you will be able to track click-throughs, sales and commissions owing through the Affiliate portal.

Commission Withholding - Sentia reserves the right to temporarily or permanently withhold Commissions on any sale that involves fraudulent or suspected fraudulent activity, the failure of the customer or purchaser to comply with terms of purchase including payment plan terms, or providing accurate customer or billing information, or for any other reason that creates uncertainty of sale completion or which may require termination of or refund of the sale. For clarity, no commissions will be paid if a purchaser was introduced to Sentia by Affiliate, but the Affiliate link was not used, or consumer did not click through the Affiliate Link within the tracking timeframe prior to purchase.

Product Refunds & Chargebacks - If we are charged back (due to a customer refund) at any time up to 12 months from the date of sale, we will charge you back for that Commission.

All Taxes - Affiliate is responsible for the payment of all taxes owing related to commissions received under this Agreement.

INTELLECTUAL PROPERTY

All IP Rights Reserved - Sentia reserves all rights in and to our trademarks, service marks, copyrights, and other intellectual property rights that may subsist in our websites including text, illustrations, photographs, video, music, sounds, layout, designs, or source code, belonging to Sentia and any of our other property or to our licensors ("Intellectual Property"). You must not use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, or publish any of our Intellectual Property except as expressly provided in this Agreement or with prior written consent from us.

Limited License to Use Sentia IP - Subject to the limitations set forth in this Agreement, Sentia grants Affiliate a non-exclusive, non-transferable, revocable license to access Sentia’s site through the link provided (where applicable), and solely in connection with such link/s to use the Promotional Materials provided by Sentia, but only in the forms provided by Sentia for the sole purpose of selling Sentia products and services as approved in advance by Sentia. This License shall terminate immediately upon the expiration or termination of this Agreement. Further, Affiliate is not granted a license to use any of the Sentia’s intellectual property or proprietary information other than the Promotional Materials referenced above. Affiliate may not distribute or download any of our Intellectual Property and distribute without our express prior written permission. Affiliate may not make any changes to any of our Intellectual Property including without limitation the logos and images from Sentia or any of our other property. You must not display such items in any way that might be deemed distasteful or that defames or misrepresents the Sentia or any of our other property or this Affiliate Program.

PRIVACY & THIRD PARTY RIGHTS COMPLIANCE

Affiliate Website - Affiliate is solely responsible for the operation and maintenance of its own website. Affiliate represents that the material or content appearing on its website does not infringe upon the rights of any third party, including intellectual property rights or the right to privacy. If Affiliate is placing any links on Affiliate’s website or in its email marketing, Affiliate confirms and represents that Affiliate has proper legal documentation implemented on its website including Website Terms & Conditions, and a Privacy Policy that is compliant with UK and US regulations, as well as GDPR privacy laws if Affiliate advertises to or collects any data from residents of the European Union. You expressly agree to abide by laws and requirements set out in Anti-Spam Legislation in each market in which you are active. More information on compliance with this legislation can be found here.

SENTIA LIMITATION OF LIABILITY

Sentia Disclaimer & Limitation of Liability - Sentia makes no express or implied warranties or representations with respect to the Affiliate Program or any Sentia Products or Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY, ACCURACY, CONDITION OR COMPLETENESS, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, PERFORMANCE, USAGE OR TRADE). In addition Sentia makes no representation that the operation of its website will be uninterrupted or error-free, and Sentia will not be liable for the consequences of any interruption or errors, including tracking of information about referred Customers or sales during the period of interruption. Best efforts will be made to recapture this information in the event of an interruption, but no result is guaranteed.

Indemnification - Affiliate hereby agrees to indemnify, defend and hold harmless Sentia (including Sentia’s licensors, licensees, successors, distributors, agents, representatives, and other authorised agents, and each of their respective officers, directors, owners, managers, members, employees, agents, representatives and assigns, collectively the “Indemnified Parties”) from and against any and all claims, liabilities, actions, causes of action, damages, losses, costs and expenses, including legal fees and expenses, that Sentia may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, breach of terms or conditions herein, misuse of Licensed Materials referenced above, any infringement by Affiliate upon third-party rights, or any other claim related directly or indirectly to the Affiliate’s use, operation of or content on Affiliate’s website. Affiliate shall use best efforts to cooperate with Sentia in the defence of any claim including to provide Sentia with assistance, without charge, as may be requested in connection with any such defence, including, without limitation, providing Sentia with such information, documents, records, and reasonable access to Affiliate as deemed necessary by Sentia. Sentia reserves the right to employ separate counsel and assume the exclusive defence and control of the settlement and disposition of any claim that is subject to indemnification by Affiliate. Affiliate shall not settle any third party claim or waive any defence without Sentia’s prior written consent.

GENERAL

Confidentiality - In the event that any information is disclosed to Affiliate through its participation in the Affiliate Program related in any way to Sentia and its business which Sentia deems to be confidential and proprietary, Affiliate agrees to hold such information confidential and to not disclose such information to any third party or use for any purpose other than to fulfil its obligations under this Agreement. Confidential or proprietary information shall include any information related to Sentia’s business, business plans, marketing plans, product plans, formulations, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information that Sentia considers to be confidential and proprietary.

Modifications - Sentia reserves the right to amend this Agreement and the terms of the Affiliate Program from time to time in its sole discretion. Affiliate will be paid all commissions or fees earned in accordance with this Agreement prior to any such change. Any amendments to this Agreement or changes to the Affiliate Program shall apply to Affiliate in any subsequent sales, following email notification of the modification or new terms. Modifications may include, but are not limited to, changes in the scope of the available Commissions, Commission amounts/ percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate may terminate this Agreement. Affiliate’s continued participation in the Affiliate Program following the email receipt of any modification or terms of the new agreement will constitute binding acceptance of the change.

Relationship of Parties - Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate shall remain an affiliate only, and as an independent contractor shall have no authority to make or accept any offers or representations on Sentia’s behalf.

Assignment - Neither party may assign its rights or obligations under this Agreement to any other party, except to a party who obtains all or substantially all of the business or assets of a third party.

Entire Agreement - This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.

Notices - Any and all notices, demands, or other communications desired to be given hereunder by any party shall be in writing and may be validly given or made to another party if provided via e-mail, sent to the email address indicated below. Any party may change its address for such communications by giving notice to the other party in conformity with this section.

· If to the Affiliate: Via the email address used by the Affiliate to sign up for the Affiliate Program.

· If to Sentia: By email to Affiliate@SentiaSpirits.com.

Severability - If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.

GOVERNING LAW & JURISDICTION

This Agreement is governed by and interpreted in accordance with the laws of the United Kingdom. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of England and Wales.

DISPUTE RESOLUTION

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.