Partner Program Agreement

Effective Date: 28 May 2026

Status Notice — Program Launch Pending. The Tanqory Partner Program (covering App Marketplace developers, theme partners, technology integrators, agencies, and referral partners) is scheduled for public launch in a future release. Until Tanqory issues a written launch announcement, this Agreement applies only to partners onboarded by Tanqory's written invitation. This Agreement is published in advance for transparency to prospective partners, app-store reviewers (including Apple App Store and Google Play), and regulators reviewing Tanqory's developer ecosystem terms. Tanqory may revise this Agreement before launch; the version in force at the time of Partner enrollment controls.

Introduction and Acceptance

This Partner Program Agreement (“Agreement”) is a binding contract between Tanqory Inc., a Delaware corporation (referred to as “Tanqory”, “we”, “us” or “our”), and you (the “Partner” or “you”). This Agreement governs your participation in the Tanqory Partner Program (“Partner Program”). By enrolling as a Partner – for example, by submitting a partner application, clicking “I Agree” or similar, or by participating in any Partner Program activities – you acknowledge that you have read, understood, and agree to be bound by this Agreement and all documents incorporated by reference. If you do not agree, you must not participate in the Partner Program.

We may update or modify this Agreement from time to time. Tanqory will provide notice of material changes (such as via email, partner dashboard, or our website) and the “Last Updated” date above will be revised accordingly. Continued participation in the Partner Program after an update constitutes your acceptance of the revised terms. If you do not agree to a change, you may terminate this Agreement as provided below. This Agreement includes and incorporates by reference Tanqory’s Terms of Service, Acceptable Use Policy, Privacy Policy, Trademark Policy, Developer API Terms, and Data Processing Agreement (collectively, “Program Policies”). The Partner agrees to comply with all Program Policies at all times. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control unless expressly stated otherwise.

Definitions

For purposes of this Agreement, the following capitalized terms have the meanings given below. Other terms may be defined elsewhere in the text:

• Tanqory Platform – Tanqory’s proprietary no-code commerce platform, products, and services, including websites, software, APIs, dashboards, and tools provided by Tanqory.

• Partner – Any individual or entity accepted into the Partner Program. This encompasses all partner types defined below. “You” and “Partner” are used interchangeably in this Agreement.

• Reseller Partner – A Partner authorized to resell Tanqory subscriptions or services to end customers. Reseller Partners may purchase Tanqory services at a discount or receive revenue share for clients they directly sign up, as determined by Tanqory’s program terms.

• Referral Partner – A Partner who refers potential customers to Tanqory (typically via referral links or introductions) and is eligible for a referral fee or commission if the customer signs up or makes a qualifying purchase.

• Affiliate Marketer – A Partner primarily engaged in affiliate marketing, who promotes Tanqory through tracked affiliate links, content, or campaigns to drive online traffic and sales, in exchange for commissions on resulting customer transactions.

• Agency Partner – A Partner that provides agency or consulting services (e.g. web design, development, marketing) and recommends or implements Tanqory for its clients. Agency Partners may receive revenue shares or other benefits for clients they onboard to Tanqory, and may gain access to additional resources for serving those clients.

• Technology Partner – A Partner that builds technology integrations, applications, or plugins with the Tanqory Platform (for example, software companies integrating their app with Tanqory’s API). Technology Partners may receive technical support, developer incentives, or revenue share from joint offerings, subject to Tanqory’s program terms.

• Theme Partner – A Partner that designs and develops website themes, templates, or templates for use on the Tanqory Platform, potentially selling them via a Tanqory theme marketplace or directly to Tanqory users. Theme Partners may earn a revenue share from theme sales or other compensation defined by the program.

• Strategic Partner – A Partner engaged in a strategic or alliance relationship with Tanqory (such as co-marketing partnerships, channel alliances, or other high-level collaborations). Strategic Partners are designated by Tanqory and may have customized program terms or additional agreements, but unless otherwise agreed in writing, this Agreement applies to them as well.

• End Customer – A third-party client or customer that purchases Tanqory’s services as a result of Partner’s efforts. For example, this could be a merchant that a Partner refers or signs up to the Tanqory Platform. End Customers are subject to Tanqory’s standard Terms of Service (and not party to this Agreement).

• Commission (or “Revenue Share”) – Any compensation, fee, or reward earned by Partner under the Partner Program for referring or reselling Tanqory services. Commissions may include percentages of revenue from sales, fixed payments per action (e.g. per lead or per signup), tiered commissions that increase with performance, bonuses or incentives for reaching targets, or other forms as specified by Tanqory. Specific commission structures applicable to each partner type or campaign will be communicated in the Partner Program materials or Partner’s dashboard.

• Partner Dashboard – The online account interface Tanqory provides to Partners for managing their participation in the Program. The Partner Dashboard (or similar portal) allows Partners to access tracking links, view referred customers and commissions, obtain marketing materials, and receive program updates.

• Partner Tools – Any software, APIs, SDKs, development keys, sandbox accounts, marketing resources, or other tools Tanqory provides to Partners to facilitate their activities. This may include, for example, access to Tanqory’s API (subject to the Developer API Terms), demo stores or trial accounts for demonstration, and analytics or link tracking software.

• Tanqory Trademarks – The trademarks, service marks, logos, trade names, domain names, and branding of Tanqory and its affiliates, including “Tanqory” and any Tanqory logos or design marks.

• Confidential Information – Any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the Partner Program that is designated as confidential or which should reasonably be understood to be confidential given the nature of the information or circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, technical data, product roadmaps, software and code, pricing information, lists of customers or prospects, personal data about customers, and any other sensitive information about the Disclosing Party’s business. (Confidential Information does not include information that is or becomes public through no breach of this Agreement, was already lawfully known to the Receiving Party without confidentiality obligation, is independently developed by the Receiving Party without use of the Confidential Information, or is rightfully obtained from a third party not under confidentiality obligations.)

• Personal Data – Any information relating to an identified or identifiable individual (natural person) that is processed under this Agreement, such as names, contact information, online identifiers, or any information defined as personal data or personally identifiable information under applicable law. Personal Data of customers (including End Customers) that Partner may come to handle via the Tanqory Platform is further subject to the Privacy Policy and Data Processing Agreement.

Other capitalized terms may be defined elsewhere in this Agreement. In case of any ambiguity, Tanqory’s interpretation of program terminology shall govern.

Enrollment in the Partner Program

Eligibility: The Partner Program is open to individuals and business entities worldwide, except as prohibited by applicable law or by Tanqory’s policies (for example, we cannot accept partners from sanctioned countries or individuals on denied-party lists). You must be at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into contracts. If you represent a company or organization, you must have authority to bind that entity.

Application and Acceptance: To join the Partner Program, you must submit a partner application or signup form via our website or as otherwise directed by Tanqory. You agree to provide truthful, accurate, and complete information in your application, including your legal name (or business name), contact details, website(s), and a description of how you intend to promote or work with Tanqory. Tanqory reserves the right to approve or reject any Partner Program application in our sole discretion. We may reject applications for any reason, including if we determine the applicant or their website/business is not aligned with Tanqory’s brand values, is unsuitable (e.g. involves prohibited content or risky activities), or for no reason at all. If your application is accepted, you will be notified (for example, by email or via the Partner Dashboard) and this Agreement will become effective as of the date of acceptance (“Effective Date”). If we do not notify you of acceptance within a reasonable time (e.g. 30 days) from your application, it shall be deemed rejected – however, you may re-apply in the future unless we inform you otherwise.

Partner Types: Upon acceptance, Tanqory will categorize you under one or more partner types (Reseller, Referral, Affiliate, Agency, Technology, Theme, Strategic, etc.) based on your application and intended activities. Tanqory may require additional criteria or certification for certain partner types or tiers. For example, Tanqory may ask an Agency Partner to complete a training course, or a Technology Partner to demonstrate integration capabilities, before granting full benefits. You agree to comply with any onboarding requirements or certification processes applicable to your partner category. Tanqory may change your partner classification or tier based on your activity, performance, or changes in our program structure, and will notify you of any such reclassification. All Partners, regardless of type, are bound by the core terms of this Agreement. In addition, specific program plans or addenda may apply to particular categories of Partners (for instance, a Reseller Addendum or Referral Plan with detailed commission rates). Tanqory will inform you of any additional terms if applicable, and such terms are hereby incorporated by reference.

Non-Exclusivity: This Agreement does not create an exclusive relationship between you and Tanqory. You are free to recommend or work with other products and services, including competitors of Tanqory, and Tanqory may enter into similar arrangements with other partners, resellers, or affiliates at any time. Each party acknowledges that the other may develop or engage with products or services that may compete with those of the other party, without violating this Agreement. Nothing herein restricts Tanqory’s right to directly solicit or acquire customers, even those referred by you (subject to any commission rights you have earned for the referral). Similarly, you may promote competing platforms, provided that during such promotions you do not violate any obligations under this Agreement (e.g. no misuse of Tanqory’s Confidential Information or trademarks).

Partner Account: Once approved, you will be provided with a Partner Account and access to the Partner Dashboard. You must safeguard your login credentials and API keys, and are responsible for all activities under your Partner Account. You will promptly update any account information that has changed (e.g. contact email, address, payment details) via the dashboard or by notifying Tanqory. You shall not share or transfer your Partner Account to others without Tanqory’s consent, and you will notify us immediately if you suspect any unauthorized use of your account or any security breach.

Program Guidelines: From time to time, Tanqory may provide you with program guidelines, training materials, or a partner handbook that provides operational details (such as how to use referral links, how to register deals, branding guidelines, etc.). These materials are typically provided via the Partner Dashboard or Tanqory’s partner website. You agree to review and follow all such guidelines, which are considered part of the Program Policies. If you have any questions about what is allowed or expected, you should reach out to your Tanqory partner manager or support channel before taking action.

Term and Renewal

Initial Term: This Agreement becomes effective on the date Tanqory accepts you into the Partner Program and continues for an initial period of one (1) year, unless earlier terminated in accordance with the terms herein.

Auto-Renewal: At the end of the initial term, this Agreement will automatically renew for successive one-year renewal terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term. The renewal will be on the same terms and conditions unless Tanqory provides notice of changes (in which case the updated terms will govern upon renewal).

Termination at Will: Notwithstanding the foregoing term, either party may terminate this Agreement at any time for any reason or no reason by giving the other party at least thirty (30) days’ prior written notice (which may be sent by email). Tanqory may, in its discretion, elect to shorten the notice period or waive it entirely for Partner’s convenience termination, provided that any ongoing obligations (such as confidentiality) remain in effect.

The terms regarding termination and Tanqory’s suspension rights are further detailed under Termination below. Participating in the Partner Program after any renewal or modification of terms constitutes acceptance of the Agreement for the new term.

Partner Obligations and Conduct

As a Tanqory Partner, you agree to uphold the highest standards of integrity, professionalism, and compliance. The following are your fundamental obligations and prohibited behaviors under this Agreement:

• Compliance with Laws and Regulations: You shall comply with all applicable laws, regulations, and industry standards in your jurisdiction(s) in connection with your partner activities. This includes, but is not limited to, laws relating to advertising, electronic marketing, privacy and data protection, intellectual property, consumer protection, anti-corruption, and any licensing requirements for your business. If you promote Tanqory in any country, you must adhere to that country’s laws governing marketing and endorsements. For example, Partners targeting U.S. consumers must follow the Federal Trade Commission (FTC) guidelines requiring clear and conspicuous disclosure of any material connection (such as the fact that you may receive a commission). Partners targeting the EU must follow applicable directives and the Digital Services Act’s requirements for online advertising transparency (e.g. labeling content as sponsored) and any “Know Your Business Customer” obligations if acting as an intermediary. In Canada, you must comply with anti-spam legislation (CASL) and privacy laws like PIPEDA. Similar obligations apply in other regions (see Annexes for certain region-specific requirements). It is your responsibility to understand and keep abreast of the legal requirements that apply to your activities.

• Honest Marketing and No Misrepresentation: You must represent Tanqory and our services accurately and honestly. Do not make false or misleading claims about Tanqory’s features, prices, or any aspect of our service. You shall not guarantee any results to end customers on Tanqory’s behalf or make promises or statements that are not approved by Tanqory. When marketing Tanqory, you must only use Tanqory’s official up-to-date marketing materials (available in the Partner Dashboard or provided by us) or your own content that truthfully describes Tanqory. Misrepresentation is strictly prohibited – this includes, for example, claiming to be Tanqory or an employee of Tanqory when you are not, or suggesting that your website or service is an “official” Tanqory outlet. You may describe yourself as an “Authorized Tanqory Partner” or using any specific partner designation Tanqory provides (such as “Tanqory Affiliate” or “Tanqory Reseller”), but you shall not present yourself as having authority to bind or speak for Tanqory. All your communications should make clear you are an independent entity.

• Ethical Conduct: You will conduct business in a manner that reflects favorably on Tanqory’s reputation. You will not engage in aggressive, deceptive, or unethical marketing practices. This includes refraining from harassing potential customers with spam emails or unsolicited communications in violation of law (e.g. you must obtain consent for marketing emails and provide opt-outs, in accordance with laws like CASL and CAN-SPAM). It also includes avoiding any marketing tactics that prey on or mislead end users. You are responsible for ensuring that any statements you make about Tanqory (in blog posts, social media, advertisements, etc.) are truthful and appropriately disclosed as advertising where required. For example, if you publish a review or endorsement of Tanqory, you must disclose that you are a Tanqory Partner and may receive compensation. Transparency is crucial to maintain trust and comply with global advertising standards.

• Use of Tanqory’s Brand and Materials: You agree to adhere to Tanqory’s Trademark Policy and branding guidelines when using Tanqory’s name, logos, or other brand assets. A separate section on “Trademarks” is provided below with detailed rules, but in general: use only approved logos in the manner permitted, do not alter or distort Tanqory’s logos, and do not use Tanqory’s name or logos in a way that confuses customers into thinking your company is Tanqory. All marketing materials Tanqory provides (such as banners, logos, content) should be used as instructed and solely for purposes of fulfilling your role as Partner. You may create your own promotional content (like articles, videos, ads) to promote Tanqory, but you must remove any such content promptly upon Tanqory’s request if we determine it is inaccurate, outdated, or otherwise problematic. Tanqory reserves the right to review and approve/disapprove any use of our trademarks or any marketing messages you distribute regarding Tanqory. If Tanqory requests that you correct or cease using any marketing material or representation, you shall comply immediately.

• No Unfair or High-Risk Practices: You shall not engage in any practices that exploit the Partner Program or Tanqory’s commission system in bad faith. Prohibited tactics include, but are not limited to: cookie stuffing (forcing or dropping tracking cookies without user knowledge), using hidden iframes or scripts to generate artificial clicks, misattributing referrals, or any form of fraud to inflate your commissions. You are also prohibited from self-referrals – you cannot refer yourself or your own business as an end customer for the purpose of obtaining commission or discounts. If you have an ownership or control relationship with a referred customer (for example, referring a subsidiary company or a family member’s business), you must disclose this to Tanqory; Tanqory reserves the right to decide whether a commission will be paid in such cases. You also shall not abuse any referral fee by signing up fake accounts or engaging in any lead generation activities that produce low-quality or non-genuine signups. Tanqory monitors referrals and purchases; any attempt to game the system (such as using disposable emails, fictitious identities, or encouraging sign-ups with no intent to use the service) may result in withheld or reversed commissions and program termination.

• Impersonation and Improper Identifications: You will not impersonate Tanqory, its employees, or another partner. When approaching potential leads, do not falsely present yourself as “from Tanqory.” You should identify yourself as a Tanqory Partner or an independent consultant. Additionally, you must not impersonate a customer or engage in fake “word of mouth.” For example, do not create fake reviews or testimonials for Tanqory, or pose as an unaffiliated user praising the service without disclosing your affiliation – such conduct is deceptive and violates consumer protection laws and Tanqory’s policies.

• No Spam or Unsolicited Bulk Communications: You will not use spam (unsolicited bulk messages) to promote Tanqory. This means you should not send marketing emails or messages about Tanqory to people who have not consented (or who have opted-out), and you must comply with email/text marketing laws (like the U.S. CAN-SPAM Act and analogous laws worldwide). Every marketing email must contain a valid sender identification and an easy unsubscribe mechanism. If you plan email campaigns, ensure you have verifiable consent for each recipient (especially in strict jurisdictions like the EU and Canada where opt-in is required by GDPR and CASL respectively ). Similarly, do not spam forums, comment sections, or social media with your affiliate links – follow the platform rules for acceptable promotional posting. Tanqory may require you to cease or modify any campaign that it deems spammy or harmful to Tanqory’s reputation.

• Prohibited Content and Channels: You shall not place Tanqory ads or links on sites or channels that contain hate speech, adult content, violent or illegal content, or any material that is defamatory or otherwise violates our Acceptable Use Policy. Promoting Tanqory in association with any such content is strictly forbidden and grounds for immediate termination. Additionally, you may not use your affiliate/referral links in paid media campaigns that violate any platform’s advertising policies or target Tanqory-related keywords in an unauthorized manner (see Trademarks section regarding search ads). If you are uncertain whether a particular website or channel is appropriate for promotion, please consult Tanqory.

• Quality Control and Customer Experience: As a Partner, especially if you are a Reseller or Agency Partner, you are an extension of the Tanqory brand when interfacing with clients. You agree to perform all services related to Tanqory (such as implementation, consulting, or support for clients) in a competent and professional manner. You must not do anything that damages a customer’s experience with Tanqory. If Tanqory receives complaints about your conduct or service quality from customers, we may notify you and you agree to address the issues promptly. In serious cases (e.g. fraud or repeated poor service), Tanqory reserves the right to suspend or terminate your Partner status to protect customers and the brand. Tanqory may also require Partners to maintain certain minimum ratings or satisfaction scores if we offer a partner marketplace or directory – failure to meet such standards could result in downgrading of benefits or removal from the directory, per program policies.

In summary, you agree to act in good faith and refrain from any behavior that is fraudulent, unethical, or harms Tanqory’s interests or reputation. Any violation of the above Partner Obligations is considered a material breach of this Agreement and may result in disciplinary action, including withholding of commissions, suspension of your account, and/or immediate termination of this Agreement (as detailed under Termination below). Tanqory reserves the right to monitor your compliance, such as reviewing your websites or marketing content, and you agree to provide reasonably requested information to us to verify your adherence to these obligations.

Trademarks and Brand Usage

As part of the Partner Program, Tanqory grants you a limited license to use certain Tanqory trademarks, logos, and approved marketing assets, solely as needed to fulfill your obligations and promote Tanqory under this Agreement. This license is conditional upon your compliance with the following terms and Tanqory’s Trademark Policy:

License Grant: During the term of this Agreement, Tanqory hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to display Tanqory’s name and logos (“Tanqory Trademarks”) for the sole purpose of identifying Tanqory and promoting the Tanqory Platform in connection with your authorized Partner activities. You may use Tanqory Trademarks on your website, in digital or print advertisements, social media posts, presentations, and other promotional materials, provided that such use is truthful, does not mislead consumers as to any association or endorsement, and strictly conforms to Tanqory’s brand guidelines (as provided by us from time to time). All goodwill arising from your use of Tanqory Trademarks inures to the benefit of Tanqory. This license will immediately terminate upon termination of the Agreement or notice from Tanqory (whichever is earlier), and you must promptly cease all use of Tanqory Trademarks thereafter.

Ownership: You acknowledge that Tanqory (and its affiliates) are the sole and exclusive owners of the Tanqory Trademarks and all intellectual property rights therein. You will not at any time challenge, contest, or aid in contesting the validity or ownership of any Tanqory Trademark, nor will you attempt to register any trademarks, names, or domain names that are identical or confusingly similar to “Tanqory” or any Tanqory logo. Except for the limited license granted here, nothing in this Agreement confers any right, title, or interest in or to Tanqory’s intellectual property to you. You agree not to remove or obscure any copyright, trademark, or proprietary rights notices on any materials provided by Tanqory.

Permitted Use and Quality Control: You agree to use the Tanqory Trademarks only in the form and format approved by Tanqory. You will adhere to any usage guidelines we provide (for example, guidelines on logo spacing, colors, tagline usage, etc.). You shall not modify Tanqory logos or stylize the word “Tanqory” in any unapproved way. When referring to Tanqory in text, you should capitalize the “T” (and not pluralize or hyphenate the brand name). Ensure that the context of your use of Tanqory’s marks is not derogatory or defamatory and does not imply false associations. Tanqory may review your usage and request modifications or removal, and you agree to comply promptly. We may also periodically update our trademarks or brand assets; you agree to update your materials to the current approved versions within a reasonable time upon notice (for example, if we change our logo, we may require you to stop using the old logo).

Prohibited Uses: You are expressly forbidden from:

• Using any Tanqory Trademark (or misspelling or variation thereof) as part of your business name, trade name, product name, service name, logo, social media handle, or domain name without prior written permission from Tanqory. For example, you may not register a domain like “tanqory-deals.com” or a social media page called “Tanqory Asia” as if it were Tanqory’s official presence. It must always be clear that your business is independent from Tanqory.

• Creating or using any logo or design that is confusingly similar to Tanqory’s logos or trade dress. You should not mimic the look and feel of Tanqory’s own website or marketing materials in a way that could confuse customers about which entity they are dealing with.

• Purchasing or bidding on Tanqory’s name or trademarks in search engine advertising (such as Google Ads or similar pay-per-click platforms) without authorization. Specifically, you may not bid on keywords that are Tanqory trademarks or obvious variations (e.g. “Tanqori”, “Tanqory platform”) as this could compete with our own advertising and mislead users. Additionally, you are prohibited from using Tanqory’s name in the ad copy/title of any paid ads without permission. (If you operate in a region where co-branding in ads is desired, you must obtain Tanqory’s explicit consent and follow any instructions, such as adding Tanqory as a negative keyword or adhering to specific ad guidelines).

• Registering any domain names, social media accounts, or online accounts that include Tanqory’s name or marks in a manner that implies an official connection. This includes not only exact matches but also confusingly similar names or common typos (for example, do not register domains like “tanquory.com” with a slight spelling error intended to catch traffic – such typosquatting is prohibited ). If you own any domain or handle that Tanqory believes is infringing or diluting our marks, you will, upon request, transfer it to Tanqory or cease using it.

• Using Tanqory Trademarks in any manner that is unlawful, misleading, or in violation of Tanqory’s brand integrity. This includes not using our marks in connection with any obscene, offensive, or illegal content, and not combining our marks with any other marks to create a composite logo without approval.

Disclosure of Partnership: When using Tanqory’s name or logo in any public communication (such as a website, blog post, advertisement, or social media bio), it should be accompanied by a clear statement of your relationship. For instance, on a website footer or about page, you might state “Authorized Reseller Partner of Tanqory” or “Tanqory Affiliate Partner.” On social media, if space permits, indicate you are a “Tanqory Partner” or use any official partner badge Tanqory provides. This clarity is not only good practice but also required by endorsement rules in many jurisdictions.

Tanqory’s Right to Protect Marks: If Tanqory reasonably believes that your use of the Tanqory Trademarks (or any marketing of Tanqory by you) is in violation of the above terms or otherwise diminishes the value or goodwill of our marks, we will inform you and you must promptly remedy the issue. In emergencies (for example, a use that seriously threatens our brand or legal position), Tanqory may require immediate cessation. Tanqory may terminate the trademark license (and/or this Agreement) if you do not comply with our trademark use requirements. We also reserve the right to take legal action to protect our intellectual property, if necessary.

Partner’s Marks: You (the Partner) retain ownership of your own trademarks and logos. By entering this Agreement, you grant Tanqory a limited, royalty-free license to use your company name and logo for the purpose of identifying you as a Partner on our websites, presentations, and marketing materials. For example, Tanqory may include your name/logo in a list of partners or use it in a case study or press release referencing the partnership. If you do not wish for your logo to be used in certain ways, please notify us in writing with specific instructions or restrictions. We will respect reasonable requests regarding use of your name and trademarks.

Summary: Use our brand thoughtfully and respectfully. Any violation of the trademark rules is a serious breach that may result in termination of your Partner status. When in doubt, refer to our Trademark Policy or ask your Tanqory representative for guidance.

Commission and Payment Terms

One of the key benefits of the Partner Program is the opportunity to earn commissions or revenue share from Tanqory based on your referrals, resales, or other contribution to Tanqory’s business. This section outlines how commissions are calculated, paid, and under what conditions.

Commission Structures: Your commission or revenue share (“Commission”) will depend on your partner type and specific activities, as defined by Tanqory’s program details. Generally, Commission may take one or more of the following forms:

• Percentage of Sales: For many referrals or resales, you will earn a percentage of the revenue generated from the customer you brought in. The exact percentage and duration will be specified in the program materials. For example, Tanqory might offer a Reseller Partner a 30% commission on the first year’s subscription fees of any client they sign up, or an Affiliate Marketer a 20% commission on each sale made via their affiliate link. In some cases, the percentage may apply to recurring subscription revenues (e.g. for each renewal) up to a certain period (say 12 months), while in others it might be a one-time payout.

• Tiered Commissions: Tanqory may implement tiered incentives where the commission rate increases once you hit certain performance thresholds. For instance, you might start at a base commission, but if you refer more than $X in sales or more than Y new customers in a quarter, a higher percentage or bonus kicks in for that period. We will provide the criteria for any tiers in the program documentation. These tiers encourage higher performance and reward our top partners.

• CPA (Cost Per Acquisition) or Fixed Bounties: In some cases, Tanqory may offer a flat fee for each qualified lead or customer you bring, regardless of the sale amount. For example, a Referral Partner might earn $100 for every new customer who signs up and becomes a paying user of Tanqory, irrespective of plan size. Such CPA arrangements, if applicable, will be clearly communicated (including what qualifies as a “paying user” – e.g. they must make a purchase or remain active for a minimum time).

• Bonuses and Incentives: Tanqory may announce special bonuses, promotions, or incentive programs from time to time. For example, a limited-time bonus for referring customers during a new product launch, or an incentive for hitting an annual sales target (such as extra commission percentage or a one-time reward). We will outline any specific terms for these offers (such as time frames and eligibility) and they will be considered part of the Commission terms when active.

• Revenue Share on Partner’s Products: If you are a Technology Partner or Theme Partner selling an integration or theme via a Tanqory marketplace, the revenue sharing model might be inverted – e.g. you receive the majority of revenue from your app sales and Tanqory takes a platform fee. Those specifics would be covered in additional developer terms or marketplace terms, but core payout processes may still be managed via the Partner Dashboard.

All commission models are determined by Tanqory and subject to change with notice. The specific commission rates or amounts applicable to you will either be displayed in your Partner Dashboard or conveyed in writing upon your acceptance into the program or a particular promotion. We encourage you to review your dashboard regularly for the latest commission information and any changes.

Qualifying Transactions: Not every interaction will qualify for a commission; commissions are earned on “Qualified” or “Eligible” transactions as defined by Tanqory. Typically, a qualified referral is a brand new customer to Tanqory (not already in our database) who signs up through your unique link or with your partner code, or is registered under your account as a referred lead, and who makes a qualifying purchase (such as a paid subscription to Tanqory). If a referred prospect was already engaged with Tanqory’s sales team or is an existing customer, that referral may be deemed ineligible for commission (Tanqory will use reasonable attribution rules to avoid conflicts). We follow a last-touch attribution model for affiliates/referrals unless stated otherwise – meaning if multiple partners refer the same customer, the partner whose link was last used for the signup may get the credit, provided no other rules (like internal sales attribution or other program overlaps) apply. In case of disputes or duplicate claims, Tanqory will make a good-faith decision on who, if anyone, is entitled to the commission, and Tanqory’s determination will be final. We may have a “lock” or validation period (for example, 30 days after signup) before confirming a referral as qualified, to ensure the customer’s purchase is successful (no fraud or immediate cancellation).

Exclusions: The following are common exclusions (Tanqory will inform you of any that apply): (a) No commission is paid for self-referrals or transactions where you are both the Partner and the customer. (b) If a customer cancels or refunds their purchase within a short time (e.g. within a 30-day money-back period), the commission on that sale will be voided or clawed back if already paid. (c) Certain Tanqory products or services may be excluded from commissions (for example, if Tanqory offers third-party add-ons or one-time services, these might not carry commission unless explicitly stated). (d) Transactions that violate this Agreement or arise from prohibited conduct (such as fraudulent or non-bona fide transactions) are not commissionable. (e) If Tanqory itself provides a discount or incentive to the customer that materially changes the economics (like a large custom discount), we reserve the right to adjust the commission proportionally or exclude it (but we will aim to communicate such cases in advance).

Commission Tracking: You will be provided with a unique tracking link or referral code to use in promotions, or a mechanism to register leads with Tanqory (such as submitting lead details through the Partner Dashboard). It is your responsibility to use the tracking methods correctly to ensure proper attribution. For affiliate links, the customer must sign up through your link for our system to attribute the cookie to you. We are not obligated to pay commissions if the tracking was not used and we have no record tying the customer to you. However, Tanqory will make commercially reasonable efforts to assist with tracking – e.g., if a customer mentions your referral code during signup, we will credit you. Make sure that your websites do not strip or interfere with Tanqory’s tracking cookies, and advise referred prospects to allow cookies so that the tracking works. In some cases (like offline referrals or personal introductions), you should coordinate with Tanqory’s team to ensure the lead is tagged to you in our CRM. We may provide you periodic reports via the dashboard of the leads and customers attributed to you, their status (trial, active, paying), and commissions earned. You agree to review these reports and promptly raise any questions or discrepancies within a reasonable time (for example, within 30 days of a transaction). Tanqory’s records will be the authoritative source for commission calculations, but we will consider feedback and evidence if you believe something was tracked incorrectly.

Payout Process: Commissions are calculated and accrued in your partner account. Payouts of commissions will occur on a regular schedule, typically monthly in arrears. Tanqory’s standard practice is to tally earned commissions for each calendar month and pay them by a certain day of the following month (for instance, by the 15th of the next month), provided you have met the minimum payout threshold (see below). Each payout will cover all commissions that became due during the previous period that are not subject to further holdback or verification. We will only pay commissions that have been locked/finalized – for example, if we have a 30-day validation period as mentioned, a commission earned near the end of January might not be paid until the March payout once the period passes. Details of payout timing can be found in your dashboard or program guide.

Minimum Threshold: Tanqory employs a minimum payout threshold of USD $100 (or equivalent in supported currencies) for commission payments. This means that we will only initiate a payout to you when your accrued, unpaid commission balance is $100 or more. If in a given month you earn less than $100, those earnings will carry over to the next month(s) until the threshold is reached. Once you accumulate at least $100, we will include the payment in the next cycle. This threshold helps us manage administrative costs for payments. (If the Partner Program is terminated or you leave the program, see Termination below for how smaller balances may be handled.)

Payment Method: Payouts will be made via the payment method(s) Tanqory supports and that you have selected in your Partner Account settings. Common methods include electronic bank transfer, PayPal, or other online payment systems. You are responsible for providing accurate payment details and keeping them up-to-date. Tanqory is not responsible for commission payments that are delayed or lost due to incorrect information provided by you. Any transfer fees or currency conversion fees charged by the payment provider or intermediary banks may be deducted from your payout (Tanqory tries to use low-cost methods but some fees are outside our control). We currently process payments in U.S. Dollars (USD) by default. If we offer local currency payouts in the future, that will be communicated.

Taxes: All commissions and payments are exclusive of taxes (unless explicitly stated otherwise). You are responsible for any and all taxes, duties, or government charges imposed on the commissions paid to you. Tanqory, being a Singapore entity, will not add any VAT/GST to commissions paid to Partners, except as required by law. For Partners in the EU/EEA: your commission is considered a fee for services you provide to Tanqory (marketing services). Under EU VAT rules, if you are VAT-registered in your country, the reverse-charge mechanism typically applies to cross-border B2B services – meaning Tanqory (as a non-EU business) will not charge VAT on your commission, and you are responsible for accounting for VAT in your country. You should provide Tanqory with your VAT ID during signup so that it can be included on invoices or self-billing documentation. If you are in Singapore or other jurisdictions where Tanqory might be required to withhold any tax from payouts, we will inform you and comply with local law (for example, withholding tax on certain cross-border payments if applicable). We may request you to furnish tax forms or documents (such as IRS Form W-8 or W-9 for U.S. persons) to document your tax status. If you do not provide required tax documentation, we may withhold payment until provided or deduct applicable backup withholding taxes as per law.

Invoice and Self-Billing: In some cases, for accounting purposes, Tanqory may issue a self-billing invoice or statement on your behalf for the commission amount (showing that you provided marketing services for that fee). By participating, you agree to this approach. If you require a separate invoice to be raised from your side, you must discuss and obtain approval from Tanqory. However, duplication should be avoided. Tanqory will maintain records of payouts and provide you with statements as needed.

Adjustments and Errors: Tanqory reserves the right to adjust or rescind commissions in cases of error, customer refund, fraud, or violation of this Agreement. For example, if a commission was paid on a sale that is later refunded or charged back by the customer, or if we discover the sale was made with a stolen credit card or violated our Acceptable Use Policy, we may deduct the previously paid commission from your future earnings (or invoice you for it if no future earnings are expected). We will provide notice of any such adjustment. Similarly, if a clerical or calculation error is identified (either by us or if you bring it to our attention), we will correct it in the next payment cycle. Both parties will work in good faith to resolve any disputes over commission calculations.

No Double Payment: If you operate in more than one capacity (for instance, you are a Referral Partner and also a Technology Partner), you shall not be paid twice for the same underlying customer transaction. In the event that a transaction could fall under two commission schemes, Tanqory will award whichever single commission is higher or more appropriate, but not both. (E.g., if you refer a customer and also earn app revenue from that customer, we might give you either the referral commission or the app revenue share on that initial sale, but not two incentives on one purchase). Tanqory will make this determination fairly to avoid unjust enrichment or unintended stacking of rewards.

Partner’s Pricing (For Resellers): If you are a Reseller Partner authorized to resell Tanqory services directly, Tanqory will typically sell to you at a discount (wholesale rate) and you resell to the end client at a price you determine (at or above Tanqory’s suggested retail price). In such cases, your “commission” is effectively the margin between your purchase price and the price you charge the client. Alternate models might involve you referring the client and Tanqory billing them directly, then paying you a commission. The exact model will be clarified in a Reseller policy or addendum. You must not misrepresent prices to customers. If you are handling billing, you are responsible for collecting payment from the client. Tanqory may require the client to agree to our Terms of Service as well, even if you are billing them (ensuring the client is aware of Tanqory’s platform terms).

Financial Responsibility: You acknowledge that Tanqory’s obligation is to pay you the commissions legitimately earned under this Agreement. You are responsible for all your costs and expenses in being a Partner (including marketing expenses, business overhead, etc.). No fees are charged by Tanqory to join the Partner Program (aside from you investing your time and resources). Thus, the commissions are your main compensation. You also agree that Tanqory, in tracking and paying commissions, may rely on its automated systems and records. If you disagree with any payout, you will notify us within 60 days of receiving the payment, after which time the accounting is considered final and accepted.

In summary, we pay monthly, provided you’ve earned at least $100, via the method you choose. Keep everything above-board and there should be no issues in receiving timely commission payments. Please refer to the Annexes and any program-specific pages for region-specific tax or payment nuances that may apply to you.

Partner Benefits and Resources

Beyond commissions, Tanqory’s Partner Program offers various benefits, tools, and privileges to help you succeed as a Partner. While specific benefits may vary by partner type and tier, the following outlines the kinds of support and resources you can expect:

• Partner Dashboard Access: As mentioned, you will have access to an online Partner Dashboard where you can manage referrals, track commissions, and find program updates. This dashboard is your central hub for partner activities. It may include analytics on link clicks, conversion rates, and earnings reports, helping you optimize your performance. Tanqory will continually improve the dashboard and may add new features to assist in partner management.

• Marketing Materials: Tanqory will provide a range of marketing collateral for your use. This may include banners, product screenshots, demo videos, one-pagers, pitch decks, email templates, and other content that you can use or adapt in promoting Tanqory. We may also provide brand guidelines to ensure any co-branded marketing is on-message. These materials will typically be available for download from the Partner Portal or communicated by our partner team. Using official materials helps maintain consistency and accuracy in how Tanqory is presented.

• Training and Certification: Tanqory may offer training programs, webinars, or courses to educate Partners about the platform’s features, selling points, and best practices. For example, we might have an online training academy or periodic live training sessions. Agency and Reseller Partners might have access to deeper product training so they can effectively implement Tanqory for clients. We may also implement a certification program (e.g., “Tanqory Certified Partner”) which you can earn by passing assessments. Achieving certification could unlock additional benefits, such as higher referral rates or priority lead forwarding. Training resources are typically provided at no cost to active Partners.

• Partner Community and Support: As a Partner, you will have access to Tanqory’s partner support channels. This could include a dedicated email alias or ticket system for partner inquiries, possibly a chat group or forum where you can interact with other Partners and Tanqory’s partner managers. We aim to foster a community where Partners can share tips and success stories. Tanqory’s partner management team will be available to help with questions about the program, assist with any technical integration issues (for tech partners), and provide guidance on best marketing approaches. Our goal is to treat our Partners as an extension of our team. Depending on your partner tier, you may also be assigned a dedicated Partner Manager or account liaison at Tanqory.

• Sales and Lead Assistance: In some partner arrangements (especially for Reseller, Agency, or Strategic Partners), Tanqory might collaborate with you on closing deals. For example, if you refer an enterprise prospect or have a potential large client, Tanqory’s sales team can join calls or provide demo assistance to help win the customer. We may also supply you with sandbox accounts or demo environments to showcase Tanqory to prospects. Additionally, from time to time Tanqory might forward leads to Partners – for instance, if a small business from your region approaches us directly but needs hands-on implementation, we might refer them to a qualified Agency Partner in that region. These lead-sharing opportunities would depend on performance and capacity and are not guaranteed, but illustrate the collaborative potential in the partnership.

• Technical Resources (for Developers): If you are a Technology or Theme Partner working with Tanqory’s APIs or building on our platform, Tanqory will provide access to developer documentation, API keys, and sandbox/test accounts. We will also maintain a Developer Portal or knowledge base with guides and reference docs. Tech Partners may gain early access to new APIs or features in development, as part of a Partner Beta Program, enabling you to prepare integrations ahead of general release. Note that any beta access will be subject to confidentiality (as covered in Confidentiality below) since early features are not public. We may also highlight or list your integrated solutions in our app marketplace or integration directory, giving you exposure to Tanqory’s customer base (the terms for being listed might be covered separately, but being in good standing as a Partner is a prerequisite).

• Beta Program and Early Access: Tanqory values Partners as key stakeholders, so we may invite Partners to participate in beta trials of new Tanqory features or products. Participation is optional but encouraged, as it gives you a competitive edge and an opportunity to provide feedback. When you have access to beta features (whether to test new e-commerce tools, AI functionalities, etc.), you must keep in mind that those are Confidential Information until public release, and use them at your own risk (beta features are by nature not final and may have bugs or change). Tanqory will clearly label what is beta and any special terms, but generally your feedback is welcome and helps shape the final product. Being in the beta program is a privilege we might extend to active Partners and can be revoked if abused.

• Partner Directory Listing: If Tanqory maintains a public Partner Directory or Marketplace (for agencies, developers, etc.), you may be eligible to be listed there, which can generate leads for you. For instance, a business visiting Tanqory’s site might search for a local Agency Partner to help set up their store, and find your profile. To be listed, you might need to meet certain criteria (such as having at least X successful client implementations or maintaining good client reviews). The directory listing will typically show your company name, description, logo, region, and specialty. You grant us permission to display such information, which you will provide or which we will gather with your input. We may ask for case studies or references to enhance your profile. Tanqory does not guarantee any minimum number of leads from such listing, but it is a benefit we strive to offer as the partner ecosystem grows.

• Promotional Opportunities: Tanqory may occasionally feature Partners in our marketing efforts. This could include joint press releases (e.g., announcing a strategic partnership or a major client win with a Partner), spotlight stories on our blog, social media shoutouts, or co-hosted events/webinars. Such opportunities are usually coordinated case by case. For example, if you developed an innovative solution on Tanqory or helped a high-profile client achieve success, we might write a blog post about it naming your firm (with your consent). We could also invite you to speak at Tanqory webinars or conferences to share your expertise, providing you exposure. Participation in these promo opportunities is not an obligation but a benefit we extend to engaged Partners.

• Partner Incentives and Rewards: In addition to commission payments, Tanqory might implement a rewards system to further motivate Partners. For instance, we might have a “Partner of the Month” recognition for top performers, or a points system where you earn points for activities (like referring leads, completing trainings) that can be redeemed for rewards (like extra funds, gadgets, or event tickets). We could also run contests (e.g., “Whoever sells the most by Q4 gets a bonus $1,000 or a paid trip to our annual summit”). Any such incentive programs will come with separate terms or rules communicated at launch. These are meant to be fun and engaging add-ons to the core commission structure.

• Dedicated Events and Beta Access: Tanqory might host partner-specific events, such as online summits or local meet-ups (and eventually possibly an annual Partner Conference). As a Partner, you would be invited to these events, which provide networking, learning, and direct interaction with Tanqory’s team. Sometimes we may also provide Partners with exclusive previews of our roadmap or new markets we’re entering, under NDA, so that you can align your business strategies. We see our Partners as trusted allies, so we strive to give you the insight and tools you need to grow alongside Tanqory.

Please note that all benefits are provided at Tanqory’s discretion and may be modified or withdrawn. We will do our best to give reasonable notice of changes to key benefits. Some benefits might be conditional on meeting program requirements (for example, maintaining a minimum number of active referrals to keep certain advanced tools). We want our benefits to scale with your engagement – the more committed and successful you are, the more Tanqory will invest in supporting you.

If you have suggestions for additional support that would help you, we encourage you to share feedback with our Partner Team. This program is a two-way street, and we are continually improving it to ensure mutual success.

Confidentiality

In the course of the partnership, each party (Tanqory and Partner) may disclose or receive Confidential Information (as defined above) of the other. Each party agrees to protect the other’s Confidential Information and abide by the following terms:

• Use and Non-Disclosure: The Receiving Party shall use the Disclosing Party’s Confidential Information solely for the purposes of fulfilling its obligations and exercising its rights under this Agreement and the Partner Program, and not for any other purpose or benefit without the Disclosing Party’s prior written consent. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party except to its own employees or independent contractors who need to know the information for the permitted purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement. The Receiving Party will be responsible for any breach of confidentiality by those persons.

• Standard of Care: The Receiving Party must protect the confidentiality of the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential and proprietary information of similar importance, and at minimum shall use a reasonable standard of care. This includes implementing appropriate technical and organizational measures to prevent unauthorized access, use, or disclosure of Confidential Information. For example, if Tanqory shares non-public product roadmap details with you, you should not save them in an unsecured location or forward them to anyone outside your organization. Likewise, if you share customer lists or marketing strategies with Tanqory, we will keep them secure and not misuse them.

• Exceptions: The obligations above do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available without breach of any obligation owed to the Disclosing Party (e.g. if Tanqory launches a feature publicly that was once confidential, Partners can then discuss that public information freely); (b) was already known to or in possession of the Receiving Party without obligation of confidentiality prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to or use of the Disclosing Party’s Confidential Information; or (d) is obtained lawfully from a third party who did not owe a duty of confidentiality to the Disclosing Party.

• Compelled Disclosure: If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information of the Disclosing Party (for example, pursuant to a subpoena or regulatory inquiry), the Receiving Party shall, to the extent legally permitted, give prompt notice to the Disclosing Party so that it may seek a protective order or other appropriate remedy. The Receiving Party will disclose only the portion of information legally required and will use reasonable efforts to ensure that the information is treated confidentially by the receiving authority.

• Return or Destruction: Upon termination of this Agreement (or earlier upon request), each party will promptly return to the other or destroy (and certify in writing the destruction of) all Confidential Information of the other party in its possession or control, except as required to be retained for legal/compliance purposes or contained in automatic archival backups (in which case the information remains protected under these terms until deleted). For instance, if Tanqory had shared slide decks or sample code with you, you should delete those files and not retain copies after the partnership ends.

• Confidentiality of this Agreement: The terms and existence of this Agreement are not confidential – you can say you are a “Tanqory Partner” – but specific negotiations or individualized terms might be. Also, any non-public aspects of the program (like future commissions or not-yet-announced features in the Partner Program) are confidential until public.

• No Publicity without Consent: Except as set forth in Partner Benefits (where Tanqory might list you as a partner), neither party will issue any press release or public announcement regarding the partnership without the prior written consent of the other (email is sufficient). This is not meant to restrict normal marketing (you can state you’re a partner and use our name as allowed), but rather to ensure coordinated communications for anything formal. Tanqory often likes to review and approve any press release text that mentions it, to ensure accuracy and consistency.

Both parties acknowledge that unauthorized use or disclosure of Confidential Information could cause irreparable harm with no adequate remedy at law. Therefore, the Disclosing Party is entitled to seek injunctive relief (court order to stop disclosure) in addition to any other remedies available in the event of breach or threatened breach of this section.

This confidentiality clause survives any termination or expiration of the Agreement for a period of five (5) years from the date of termination, except for trade secrets which shall be protected indefinitely (or for as long as applicable law requires). Personal Data protection obligations may also extend beyond that period as required by law or our Data Processing Agreement.

In summary, keep each other’s secrets safe. We trust you with sensitive information (like new features, leads, etc.), and you might trust us with sensitive info (like your client lists or strategies). This mutual trust is critical. If you ever have questions about whether something is OK to share or not, err on the side of caution or ask Tanqory’s partner team for guidance.

Data Protection and Privacy

Compliance with Privacy Laws: Each party agrees to comply with all applicable data protection and privacy laws in connection with its activities under this Agreement. This includes, to the extent relevant, laws such as the EU General Data Protection Regulation (GDPR), the UK GDPR, the California Consumer Privacy Act (CCPA) as amended by the CPRA, Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Brazil’s Lei Geral de Proteção de Dados (LGPD), and any other similar regulations. We recognize that global privacy laws often require obtaining consents, ensuring transparency in data use, providing data subject rights, and implementing appropriate security measures. You represent and warrant that any personal data you collect or process in the course of marketing Tanqory (for example, email addresses of leads) will be collected lawfully and that you have all necessary consents to share such data with us.

Tanqory’s Privacy Policy: Any personal data that Tanqory receives from you or that is generated through the Partner Program is also subject to Tanqory’s Privacy Policy (which explains how Tanqory collects, uses, and protects personal information). You agree to abide by the Privacy Policy in your interactions with Tanqory’s systems. For instance, if the Partner Dashboard provides you with personal data about referred customers (like their name or email), you must treat that information in accordance with applicable privacy laws and solely for the intended purpose (e.g., to follow up or assist the customer). You should not export or use Tanqory customer data for unrelated purposes without consent.

Data Processing Agreement (DPA): In certain cases, the relationship between Tanqory and Partner might involve processing personal data on behalf of the other. For example, if you are an Agency Partner handling an end customer’s data within the Tanqory Platform, or if Tanqory shares lead contact info with you to pursue a sale, one party could be a “controller” and the other a “processor” under GDPR terms. To ensure compliance, Tanqory has a Data Processing Agreement available (referenced above). If and to the extent required by law, the parties agree to enter into the Tanqory DPA, which will govern the processing of personal data and incorporate standard contractual clauses or other transfer mechanisms as needed for international data transfers. The DPA is incorporated by reference when the applicable conditions are met (for example, if GDPR applies to the data being processed). In summary, each party will act in accordance with the DPA and relevant privacy laws when handling personal data on behalf of the other.

Partner as Independent Controller: In many scenarios, you (the Partner) will collect personal data for your own business (like your lead list or client info) and Tanqory will separately collect personal data for its business (like user info on our Platform). In such cases, each party is an independent “controller” of the data it holds. For instance, if you run a marketing campaign and gather email addresses which you then refer to Tanqory, you must have provided proper notice and obtained any required consent for that referral. Once Tanqory receives a referred person’s data, Tanqory becomes a controller of that data under its Privacy Policy. Both parties agree to respect any data subject rights requests (such as opt-outs or deletion requests) that may be directed either to the Partner or Tanqory, and to cooperate in good faith to fulfill such requests and comply with law. For example, if an EU individual originally consented to receive marketing from you and Tanqory and later withdraws consent, you should promptly inform Tanqory if relevant, and vice versa, so that we both honor the individual’s wishes.

Confidentiality of Personal Data: Personal Data is by definition Confidential Information. You must treat any personal data obtained through the Partner Program with strict confidence and use it only for permitted purposes. If Tanqory shares any non-public personal data with you (e.g., a list of sign-ups from your region for follow-up), you must ensure that you handle it securely, only keep it as long as necessary, and do not disclose it to unauthorized parties. Similarly, Tanqory will handle any personal data you share with us about your leads or customers as confidential and use it only for partnership or mutual customer-serving purposes, in line with our Privacy Policy and any applicable DPA.

Security Measures: Both parties should implement appropriate technical and organizational security measures to protect personal data processed under this Agreement. This includes using encryption or secure channels for transferring sensitive data, limiting access to those with a need-to-know, and maintaining up-to-date security practices to prevent data breaches. If you suspect or become aware of any data breach or security incident affecting personal data that was shared between us or acquired in the program, you must notify Tanqory without undue delay and cooperate with any investigation or remediation. Tanqory will do the same on its side.

Marketing Consent and Opt-Outs: If Tanqory provides you with marketing leads or if you provide Tanqory with leads, each party will ensure that the individuals on those lists have consented to receive marketing or that there is another lawful basis for contacting them (e.g., soft opt-in or existing business relationship as allowed by law). Partners in jurisdictions with strict marketing laws (like the U.S., EU, Canada, etc.) must particularly heed those rules. The Partner Program materials may provide region-specific guidance (see Annexes). For example, in the U.S., the FTC requires clear disclosures for endorsements, and in the EU, the Digital Services Act requires transparency in online advertising and a “know your advertiser” principle for platforms. Partners should include easily noticeable disclosures like “#ad” or “affiliate link” in social media posts when promoting Tanqory, and include their partnership status in any content as required by local law (Annexes give more details).

Data Minimization: Only share with Tanqory the personal data that is necessary for the partnership. For instance, if you are introducing a potential client, provide just the business contact information needed, not unrelated personal details. Tanqory will also refrain from requesting excessive data. We aim to minimize data exchanged and keep it focused.

International Transfers: Tanqory is based in Singapore, which means if you or your leads/customers are in the EEA, UK or other regions with data export restrictions, personal data may be transferred outside those regions (e.g., from the EEA to Singapore). Tanqory will ensure that appropriate safeguards are in place for such transfers, such as Standard Contractual Clauses (as included or referenced in our DPA) or ensuring our services are certified under frameworks if applicable. By engaging with us, you acknowledge that Tanqory may process data in Singapore and possibly other countries where we or our subprocessors operate, and you will obtain any necessary consent for that (for example, informing EU individuals that their data will be transferred to Tanqory in a third country). Similarly, if you as Partner are exporting Tanqory’s data to your location, you must ensure compliance for that transfer.

In summary, both parties commit to respect privacy and protect personal data. This not only avoids legal issues but also preserves trust with customers. If either party is unsure about a data handling aspect, we should communicate and document how to handle it. Tanqory may provide additional instructions or agreements for data protection as needed to address specific use cases (for example, if a Partner is deeply embedded and acting as a data processor on Tanqory’s behalf, a separate data processing agreement might detail those terms explicitly).

This Data Protection section survives termination of the Agreement for as long as either party retains personal data from the other.

Termination

Either party may terminate this Agreement under the circumstances outlined below. Upon termination, certain effects will take place as described in the next section.

Termination by Notice: As noted in Term and Renewal, either party may terminate this Agreement for convenience (without needing to give a reason) by providing at least 30 days’ prior written notice to the other party. Tanqory may choose to waive or shorten the notice period for your convenience if you request a quicker termination (for example, if you decide to cease partnership immediately, we can mutually agree to end sooner).

Termination for Breach: If either party materially breaches this Agreement and fails to cure such breach within 15 days after receiving written notice from the non-breaching party specifying the breach, the non-breaching party may terminate this Agreement immediately upon written notice after the cure period. In cases of a breach that cannot reasonably be cured (such as a serious violation of law or a breach of confidentiality), termination may be effective immediately or on shorter notice at the non-breaching party’s discretion. For clarity, any violation of the Partner Obligations, Prohibited Conduct, Trademark rules, Confidentiality, or Data Protection clauses by you is considered a material breach. If Tanqory is the breaching party (which would be unusual – e.g., failing to pay commissions without cause), you would similarly give notice and an opportunity to cure.

Immediate Suspension or Termination: Tanqory reserves the right to suspend your Partner Account or terminate this Agreement immediately without prior notice under certain urgent conditions, including but not limited to:

• Violation of Law or Policy: If we have a good faith belief that your conduct in relation to the Partner Program violates applicable law or regulations, or violates Tanqory’s Acceptable Use Policy (for example, if we discover you are using spam tactics, engaging in fraud, promoting hateful content, etc.), we may suspend or terminate right away to mitigate harm.

• Brand Damage or Infringement: If you misuse Tanqory’s brand (e.g., domain squatting or unauthorized ads on our trademarks) or do anything that in Tanqory’s judgment is causing immediate harm to our reputation or rights, we may cut off your Partner access immediately while we investigate or resolve the issue.

• Fraudulent or Deceptive Activity: Any evidence that you have engaged in fraudulent activity, such as fake leads, commission gaming, unauthorized representations, or any behavior that is intended to deceive Tanqory or customers, is grounds for immediate termination. We take fraud very seriously, as it not only impacts Tanqory but can also harm customers and other partners.

• Legal Compliance: If continuing the partnership with you would put Tanqory in legal jeopardy (for example, if sanctions laws change and you become a restricted party, or if a court or regulator orders us to terminate), we will do so immediately.

• Repeated Violations or Inactivity: If you repeatedly violate minor aspects of this Agreement or program guidelines (even if cured), Tanqory may decide that continuation is not in the program’s best interest and terminate. Also, if you have not engaged in any Partner activities for an extended period (e.g., no referrals or interactions for 12 months) and do not respond to outreach, Tanqory may consider the partnership dormant and terminate due to inactivity. (We would generally warn of inactivity first.)

Notice of Termination: When Tanqory terminates the Agreement (other than your notice or mutual end), we will provide you a notice (via email or through the dashboard) informing you of the termination, the effective date, and, if applicable, the reason (especially in cause situations). In some cases of immediate termination, this notice might be contemporaneous with or slightly after the effective cutoff (for example, we might suspend access, then notify you of termination and cause).

Effect on Other Agreements: If you have any separate agreements with Tanqory (for example, a separate Strategic Partnership Agreement or a Developer Agreement for an app store), termination of this Partner Program Agreement does not automatically terminate those other agreements, unless specified. Those would each be handled per their terms. However, note that a cause for termination here (like misconduct) might also violate other agreements and give Tanqory rights to terminate those as well. Conversely, if you cease doing business or something outside this program, that could affect all relationships. The context will guide what happens to each arrangement.

Tanqory also retains the right to terminate or modify the Partner Program in its entirety at any time. If we decide to discontinue the Partner Program or replace it with a new program, we will notify you with as much advance notice as is practical. We may provide options such as transitioning to a new agreement. But in worst-case scenario of program shutdown, termination might be broad-based and not due to your breach. In such case, we would likely pay out any commissions earned (even if below threshold) as part of winding up, per below.

Termination of this Agreement shall not prejudice any rights or remedies accrued to either party prior to termination. The following sections (and any other provision which by its nature should survive) will survive termination: Definitions, Partner Obligations (to the extent of ongoing liability for pre-termination acts), Trademarks (with respect to post-termination restrictions), Confidentiality, Data Protection, Termination (effects and survival), Relationship of Parties, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and Miscellaneous.

We next outline what exactly happens once termination is effective (especially regarding final payments and use of brand, etc.).

Effects of Termination

When this Agreement terminates or expires, the following will occur:

• Ceasing Promotion and Identification: You must immediately stop holding yourself out as a Tanqory Partner. This means you should remove any Tanqory Partner badges from your website, and cease all new promotional activities involving Tanqory. You should no longer use your referral links or codes (they may be deactivated by us anyway). Within a reasonable period (not to exceed 10 days), you must take down any public-facing materials that suggest an ongoing partnership – for example, delete references like “We are a Tanqory Reseller” from your marketing site, and remove Tanqory logos from your homepage or marketing collateral. Essentially, after termination you should not give any impression that you are still affiliated with Tanqory.

• Discontinue Use of Tanqory Trademarks: Your license to use Tanqory’s name, logos, and any other trademarks is immediately revoked upon termination. You must remove Tanqory’s trademarks from all your materials, online and offline. This includes deleting Tanqory logos or name from websites, social media profiles, advertisements, and business listings. If you have domain names or social media handles with “Tanqory” in them that were approved, you should transfer them to Tanqory or deactivate them as instructed. Essentially, you cannot use or display Tanqory’s trademarks for any purpose once the partnership has ended, except as allowed under nominative fair use (like referring to Tanqory in a sentence factually, but not in a way that suggests a partnership).

• Final Commission Payment: Tanqory will pay you any remaining undisputed commissions owed for Qualified transactions that occurred prior to the termination effective date, in accordance with the regular payment schedule, with the following clarifications:

  • If your accrued commission is below the $100 threshold at termination, Tanqory will still pay out that smaller amount as a one-time courtesy (the threshold is waived on final payment in good standing). However, if termination was due to your breach or misconduct, Tanqory may decide to forfeit any unpaid commissions as damages (especially if those commissions were derived from wrongful activities or if we have to offset them against our losses). We will communicate if any commissions are being withheld and why.

  • Any pending leads or referrals that have not converted as of termination are typically not eligible for commission after termination. For example, if a prospect you referred is still in trial or consideration phase and signs up after you are no longer a Partner, you would not earn commission on that (unless separately agreed in writing for some special case). All tracking links may be disabled after termination, so new signups won’t be attributed to you.

  • If a referred customer purchased before termination and you are owed recurring commissions (e.g. a percentage of their subscription for 12 months), Tanqory will continue to pay those post-termination only if our Partner Program specifically provides for post-termination payouts. Generally, in our program, commission is a one-time reward unless explicitly structured as multi-period. If we had a multi-period arrangement, Tanqory would honor commissions for the stated period as long as the customer remains active, even if you’re no longer a Partner (provided termination wasn’t for serious breach). However, if allowed, this will be clearly outlined in your plan. If not explicitly stated, assume that once the partnership ends, no further commissions accrue on new transactions.

  • We will deduct or not pay any commissions that were earned in breach of this Agreement or via fraud. For instance, if termination is because we found out many of your referrals were fraudulent or non-compliant, Tanqory may refuse to pay commissions for those referrals (even if initially tracked). Additionally, Tanqory may hold back a portion of final commissions for a reasonable time if needed to ensure that any potential chargebacks or refunds have cleared (for example, we might wait 30 days to ensure no last-minute referred sales are refunded, then pay the final amount).

• Reversal of Discounts: If you were receiving any special discount on Tanqory’s own services as a Partner (like free or reduced subscription for demonstration purposes), Tanqory may terminate that benefit. If you wish to continue using Tanqory as a customer, you may have to start paying standard rates or migrate to a standard plan.

• Return of Materials: Each party shall promptly return or destroy the other party’s Confidential Information as required under the Confidentiality section. For example, you should delete internal Tanqory documents, SDKs, or any non-public data we shared. If Tanqory provided any loaned equipment or software (unlikely in this program context), that must be returned. Basically, clean up any sensitive info from your systems and certify deletion if requested.

• Ongoing Customer Relationships: Any End Customer who was referred by you and has become a Tanqory customer will remain a customer of Tanqory. Termination of this Agreement does not affect their service with Tanqory. Tanqory will continue to serve those customers directly. You agree that upon termination, you will not attempt to migrate those customers away from Tanqory or otherwise interfere with Tanqory’s relationship with them. (Nothing prevents you from serving them in other capacities, but you shouldn’t encourage them to cancel Tanqory or switch to a competitor due to your partnership ending.) If you were actively managing a customer’s Tanqory account as an Agency or Reseller, we will work in good faith to transition the customer either to Tanqory’s direct management or another partner. For instance, Tanqory might reach out to the customer and offer support or re-assign them a new partner if needed. You agree to reasonably cooperate in any such transition for the sake of customer continuity, for a period of up to 30 days post-termination.

• Survival of Obligations: All provisions noted as surviving (especially confidentiality and data protection) remain in effect. You must keep any Tanqory confidential data confidential even after leaving the program, and we’ll do the same for your confidential data. Any accrued rights (like a claim for breach or right to indemnification) are not eliminated by termination. If you owed Tanqory any amounts (for example, if a reconciliation required repayment of overpaid commissions, or you had unpaid invoices as a Reseller), those are still due and payable immediately upon termination.

• No Liability for Termination: Neither party shall be liable to the other for any damages purely on account of terminating the Agreement according to its terms. In other words, if we part ways as per the contract (even if one side is unhappy about it), neither can claim wrongful termination damages. You specifically agree that Tanqory’s decision to terminate for convenience or to not renew (or to change or discontinue the program) is within Tanqory’s rights and won’t give rise to any compensation beyond the commissions properly earned up to that point. You won’t, for example, claim lost profits or similar because the partnership ended. The only exception is if termination was due to a breach by one party, the other may have claims as allowed (like if you terminated because we failed to pay commissions owed, you could still claim those commissions as damages; or if we terminated for your breach causing harm, we could seek damages).

• Reapplication or Reinstatement: After termination, you would generally need to get explicit permission to rejoin the Partner Program. If termination was mutual or voluntary, you might apply again in the future (we will consider new applications in good faith, but note that terms or criteria might have changed). If termination was for breach or cause, Tanqory reserves the right to blacklist or refuse any future attempts by you (or entities controlled by you) to join the program. We have systems to prevent terminated-for-cause partners from sneaking back in under a different name.

In brief, after termination you stop being a Partner, we settle accounts, and both move on, while respecting ongoing confidentiality and any surviving duties. The focus is on a clean separation with minimal impact to end customers.

Relationship of the Parties

The relationship between Tanqory and Partner is that of independent contractors. Both parties expressly acknowledge and agree that:

• No Agency or Employment: This Agreement does not create any agency, franchise, joint venture, partnership, fiduciary or employment relationship between the parties. Neither party is an agent of the other, and neither can make commitments or incur obligations on behalf of the other. As a Partner, you have no authority to negotiate contracts, make representations, or enter into agreements on Tanqory’s behalf, and you shall not represent to any third party that you have such authority. For example, you cannot say “we can give you a 50% discount from Tanqory” unless Tanqory explicitly allowed that, nor can you sign any contract for Tanqory. Conversely, Tanqory cannot bind you to obligations beyond this Agreement without your consent.

• No Exclusivity: This relationship is non-exclusive. You are free to engage in other business activities, including those that may compete with Tanqory, as long as you still fulfill your obligations here and do not violate confidentiality or other terms. Tanqory likewise may work with other partners, including possibly your competitors, and provide them similar or different terms. Each party will act in its own interest and discretion.

• No Benefits: As an independent contractor, you are not eligible for, nor will you claim, any benefits provided by Tanqory to its employees. This includes things like workers’ compensation coverage, unemployment insurance, health or retirement benefits, or any other employee privileges. You are responsible for all costs and expenses of your business operation. Tanqory will not reimburse any expenses you incur in performing under this Agreement, unless a specific written arrangement is made (for example, if Tanqory invites you to an event and offers to cover travel, that would be separately agreed). Generally, you bear your own marketing, travel, and administrative costs.

• Taxes and Employment Obligations: You are solely responsible for payment of all taxes, insurance and licensing fees that may arise from your earnings and activities as a Partner. Tanqory will not withhold any income taxes or pay social security or payroll taxes of any kind for you. If you are in the U.S., you will receive a Form 1099 (if earnings above threshold) reflecting commissions paid, and you must handle your self-employment taxes. If you operate in a country where you must charge VAT or similar on your services to Tanqory (as discussed, likely not applicable due to reverse charge for affiliates ), you will handle that in accordance with law. It is your responsibility to ensure compliance with all laws concerning your status as a self-employed or independent business (e.g., any business registrations, tax filings, etc.). Tanqory will not provide any insurance coverage for you – you must maintain any necessary liability or business insurance.

• No Assignment of Employees: Neither party’s employees or contractors shall be considered employees or contractors of the other. If you use subcontractors or sub-partners to carry out some tasks (for instance, you hire a marketer to run your campaigns), that’s solely your arrangement. We do require that any such subcontractors comply with this Agreement (you’re responsible for their actions as if they were your own). But Tanqory will not have any direct contract or liability with them. Similarly, if Tanqory subcontracts any of its obligations (e.g., using a third-party platform to manage the partner program), that doesn’t create a relationship between that third party and you.

• Limited Purpose Relationship: The scope of the relationship is restricted to what is described in this Agreement. For example, just because you are a Partner doesn’t mean you can claim you are a “consultant” or “advisor” to Tanqory beyond the partner role. If any third party inquires, you should explain that you are an independent Partner who markets or resells Tanqory, not an employee or agent. On legal documents or in any legal capacity, refrain from any representation that could confuse this status.

• No Power to Bind: Reiterating, neither of us can bind the other to any obligations. If you give a quote or make a promise to a potential customer outside of what Tanqory has authorized, you do so at your own risk, and you must fulfill it independently (Tanqory won’t honor unauthorized promises). If Tanqory, for instance, decides to offer a special concession to a customer you referred, that’s up to Tanqory and not obligatory unless Tanqory explicitly confirmed it.

• Communication of Relationship: You can describe yourself with titles like “Tanqory Referral Partner,” “Tanqory Affiliate,” “Authorized Tanqory Reseller,” or similar accurate designations that Tanqory provides, to make clear your role. Do not use titles like “Sales Representative of Tanqory” or “Tanqory Manager” which imply employment or formal agency. Transparency in how you convey the relationship helps avoid liability (it also ties back to the FTC disclosure requirements for affiliate marketing and similar laws internationally requiring clarity of endorsements).

This section essentially protects both parties from being liable for the other’s actions and clarifies that you run your business, we run ours. You are an independent entrepreneur participating in our program, not a part of our company.

Limitation of Liability

To the fullest extent permitted by law, each party’s liability arising out of or relating to this Agreement shall be limited as follows:

• Types of Damages: Neither party will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, opportunities, or data, even if the party knew or should have known that such damages were possible. This exclusion applies to all claims or causes of action, whether in contract, tort (including negligence), strict liability, or any other legal theory. For example, Tanqory is not liable if a technical issue with tracking causes you to lose potential commissions beyond paying the commissions due (we won’t owe you speculative profits). Similarly, you are not liable to Tanqory for, say, reputational damage in an amount of lost revenue unless it was a direct result of a breach and proven (and even then, intangible damages like “loss of goodwill” are not easily quantified or claimed under this clause). Some jurisdictions do not allow exclusion of certain damages; if so, those exclusions apply to the maximum extent allowed by law.

• Liability Cap: Each party’s total cumulative liability to the other (and to any other persons or entities claiming through the other) for all claims and obligations arising out of or relating to this Agreement shall not exceed the total amount of commissions paid or payable to you by Tanqory under this Agreement in the six (6) months immediately preceding the event giving rise to the liability. If no commission has been paid, Tanqory’s liability would be capped at US$100. This cap is an aggregate for all claims; for instance, if multiple issues occurred, the cap is still that sum in total. The parties acknowledge this cap is a reasonable allocation of risk.

• Unlimited Liability Exceptions: The above liability exclusions and cap do not apply to the following matters: (a) either party’s indemnification obligations (as indemnities might cover third-party claims and could potentially exceed the cap – though we still exclude indirect damages of third parties via indemnity); (b) either party’s breach of Confidentiality obligations (e.g., if you intentionally disclose our trade secrets, the cap might not protect you from legal remedies fully, since trade secret misappropriation might allow broader damages or injunctive relief); (c) your breach of the Trademarks or License provisions (if you continue to use our trademarks after termination, for example, causing confusion, we could seek relief beyond the cap, especially injunctive relief); (d) fraud, gross negligence, or willful misconduct by either party (the law often does not allow limitation of liability for intentional/willful harms or extreme negligence); and (e) any liability which cannot be limited or excluded by law (for example, certain jurisdictions do not allow limitation of liability for personal injury or for intentional torts). For any such excepted claim, the normal legal standards apply and the cap might not restrict recovery, but only to the extent required by law or appropriate for the nature of the claim.

• No Warranties: Except as expressly provided in this Agreement, neither party makes any warranties of any kind, express or implied, and each party disclaims all implied warranties (including merchantability, fitness for a particular purpose, title, and non-infringement). Tanqory provides the Partner Program, the Partner Dashboard, and any materials or software “as is” and does not warrant that they will be error-free or uninterrupted. For instance, we do not guarantee that the tracking system will be 100% perfect (though we strive for accuracy) or that the Partner Portal will always be available. You accept these things as part of the business risk. Also, while we hope to generate lots of business together, Tanqory makes no guarantee of success or that you will earn any specific amount of money as a Partner. Any forecasts or examples are for illustration and not a warranty or guarantee of results.

• Allocation of Risk: Both parties acknowledge that the limitation of liability and warranty disclaimers in this Agreement are an essential basis of the bargain and that, absent these, the economic terms (such as commission rates) would likely be different. Partners should understand that the commission is basically Tanqory’s main exposure; beyond paying what we owe you, we limit other liabilities.

• Limitation Period: To the extent permitted by law, any claim arising out of this Agreement must be brought within one (1) year from the event or facts giving rise to the claim, or such claim will be permanently barred. This encourages prompt resolution and prevents stale claims.

In plain terms: We don’t cover big categories of damages, and each party’s direct liability is limited. We will pay what we owe you and fix issues to the best of our ability, but we won’t be liable for things like lost opportunities because a link failed or for unlimited amounts. This keeps the risk manageable for both sides.

Indemnification

Partner Indemnification: You (the Partner) agree to defend, indemnify, and hold harmless Tanqory, its parent company, affiliates, and their respective directors, officers, employees, and agents (each an “Indemnified Party”) from and against any and all third-party claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) insofar as such Claims arise out of or are based on:

1. Your Breach: Any breach by you of this Agreement or the Program Policies. For example, if you violate the confidentiality clause and a third party sues Tanqory for trade secret misappropriation because of your leak, you would indemnify us for that. Or if you violate privacy laws in your marketing and a regulator fines Tanqory as a result, you would cover those fines.

2. Your Misrepresentations or Unauthorized Promises: Any representation, warranty, or promise you made to a third party regarding Tanqory or its services that was not authorized by Tanqory. For instance, if you told a client “Tanqory guarantees a 100% increase in sales or your money back” (which we never said) and that client or a regulator takes legal action for false advertising, you must indemnify Tanqory for any resulting liability. This includes any contractual commitments you made to a customer (like service level guarantees or additional services) that Tanqory did not assume.

3. Your Business Operations: Any acts or omissions by you in conducting your business that result in a claim against Tanqory. This is broad, but think of scenarios like: your employee while working on a client’s Tanqory store injures someone or damages property; or you collected personal data and there was a breach on your end; or you engaged in unlawful telemarketing. If Tanqory is named in a lawsuit or investigation because of something you did (or failed to do), you cover us.

4. Your Content or Materials: Any Claim that the content you used to promote Tanqory (which was not provided by us) infringes a third party’s intellectual property or proprietary rights, or defames a third party. For example, if you made a promotional video and used unlicensed music or someone’s trademark in a way that causes a dispute, you would handle that and shield Tanqory from it.

5. Your Use of Tanqory API/Tools: If you are a Technology Partner using our API or building an integration, any Claim related to your application or integration (like it malfunctions and harms a user or violates someone’s rights) is on you. Similarly, if you misuse the API and that triggers legal issues, you indemnify Tanqory.

6. Your Interactions with End Customers: Any dispute between you and an end customer or prospect that leads to a claim against Tanqory. E.g., if a client claims you gave poor service or misadvised them and drags Tanqory into a lawsuit as well, you’d defend and cover Tanqory for that.

Under this indemnity, you will cover all losses and costs incurred by the Indemnified Parties in connection with the Claim, including reasonable legal fees, settlements approved by you (or if you unreasonably withhold approval, then settlements that are reasonable without your approval), and any judgments. Tanqory will: (i) promptly notify you of the Claim (provided that any delay in notice does not relieve you of your obligations except to the extent you are materially prejudiced by the delay), (ii) allow you to control the defense and settlement of the Claim (with counsel of your choosing, subject to Indemnified Party’s approval not to be unreasonably withheld), and (iii) provide reasonable cooperation at your expense. However, you shall not settle any Claim in a manner that admits fault or liability of an Indemnified Party, or imposes any non-monetary obligation on an Indemnified Party, without that party’s prior written consent (which shall not be unreasonably withheld). Tanqory has the right to participate in the defense with counsel of its choice at its own expense, but you maintain control as long as you are diligently defending. If you fail to assume or conduct the defense reasonably, Tanqory may take control and you will then reimburse for all losses including attorneys’ fees.

Tanqory’s Indemnification: Generally, the Partner Program is designed such that Tanqory’s direct liability to third parties via the Partner’s actions is limited (since you present yourself as an independent party). Tanqory’s obligations to indemnify you are limited. However, Tanqory will defend and indemnify you in the event a third party brings a Claim against you alleging that Tanqory’s core product/service (the Tanqory Platform) directly infringes such third party’s intellectual property rights (patents, copyrights, trademarks, trade secrets), provided that: (a) you have used the Tanqory materials strictly in accordance with this Agreement and any guidelines (e.g., you didn’t modify our logos or code in an unauthorized way), and (b) the Claim does not arise from any content or software provided by you or any combination of Tanqory’s product with other products not supplied by Tanqory. If Tanqory’s product is found to infringe, Tanqory may, at its option, obtain the right for you to continue using it, or modify/replace it to be non-infringing, or if these are not feasible, terminate the infringing uses. This indemnity is Tanqory’s sole obligation and your exclusive remedy for any IP infringement by Tanqory’s offerings. You must promptly notify Tanqory of any such Claim, allow control of defense (similar conditions as above), and cooperate.

Apart from IP infringement, Tanqory doesn’t broadly indemnify Partners because Partners are not typically sued for Tanqory’s actions – it’s usually the other way around. Tanqory’s liability to third parties for our own service issues lies with us (we handle those with our customer terms). If a situation arises where you are sued solely due to Tanqory’s fault (not any act or omission of yours), Tanqory would in good faith discuss stepping in, but aside from the IP scenario, we don’t foresee common indemnity triggers.

Release: Additionally, you hereby release Tanqory from any claims or liability arising from interactions between you and any end customers or other third parties in the course of your partnership. Tanqory is not responsible for disputes between you and your clients, between you and other partners, or any third-party arrangements you have (for example, if you hire a subcontractor who then sues you, that has nothing to do with us). You acknowledge that any business you conduct beyond referring or reselling Tanqory is on your own account.

Indemnification provisions ensure that if one party’s actions drag the other into trouble, the responsible party picks up the tab. For instance, if you do something wrong and Tanqory gets sued or fined, you protect us; conversely, if Tanqory’s product infringed some patent and you get sued for selling it, Tanqory would protect you as long as you were within the rules.

These indemnities survive termination of the Agreement.

Miscellaneous Provisions

Entire Agreement: This Agreement, including any documents incorporated by reference (Program Policies, Annexes, etc.), constitutes the entire understanding between the parties with respect to the Partner Program, and supersedes all prior or contemporaneous oral or written agreements or communications between the parties regarding the subject matter. Each party acknowledges that in entering this Agreement, it has not relied on any representation or promise not expressly set out herein. Any amendments or additions to this Agreement must be made in writing and agreed by both parties (email suffices if clearly from an authorized representative). However, Tanqory may update the Program Policies or Annexes as discussed earlier (with notice), and those updates will become binding as specified unless you terminate the Agreement.

Amendments: Except where this Agreement expressly allows Tanqory to modify terms (e.g., commission structures, policies) with notice, any changes to core legal terms must be mutually agreed. We’ve outlined the procedure for updates in the Introduction. If a regulatory change requires an update (say a new law requires a certain clause), Tanqory can add that and notify you. Continuing the program implies consent to permitted changes. If you object to a change, your remedy is to terminate the Agreement (if we cannot agree otherwise).

Assignment: You may not assign or transfer this Agreement (in whole or part) to any third party without Tanqory’s prior written consent. Any attempted assignment without consent is null and void. This includes assignment by operation of law (e.g., through merger or sale of your business) – if you undergo a change of control or wish to have a successor assume the partnership, you need Tanqory’s consent. Tanqory may freely assign or transfer this Agreement to any of its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity (or by operation of law). This Agreement will bind and inure to the benefit of the parties’ respective permitted successors and assigns. If permitted assignment occurs, all rights and obligations will transfer accordingly. (For example, if Tanqory sells its business to a new company, that company would take over this Agreement and honor commissions, etc.)

No Waiver: The failure of either party to enforce any provision of this Agreement or to insist on strict performance by the other party shall not be construed as a waiver of any provision or right. No waiver will be effective unless in writing and signed by the party granting the waiver. A waiver of one breach or provision shall not be deemed a waiver of any other breach or provision. For instance, if Tanqory doesn’t act immediately on a minor breach by you, we’re not giving up our right to act on it or any future breach. All rights remain reserved unless explicitly waived.

Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of the Agreement shall remain in full force and effect. The parties will in good faith negotiate a valid and enforceable substitute provision, if possible, that most nearly reflects the original intent and economic effect of the invalid provision. For example, if a local law prohibits a certain non-compete length or a particular limitation, the clause would be adjusted to meet legal requirements but otherwise the contract stands.

Notices: Formal notices under this Agreement (e.g., legal notices of breach or termination) should be given in writing and delivered to the respective addresses or contact emails of the parties. Tanqory’s contact for notices is:

Tanqory Inc. (Tanqory)
Attn: Legal Department
[Address]
Email: legal@tanqory.com

And your contact details are those provided in your partner application or as updated in writing. Notices will be deemed given: (i) if by hand or courier, upon delivery; (ii) if by registered mail, on the 5th business day after posting; (iii) if by internationally recognized courier (FedEx, etc.), on the 3rd business day; or (iv) if by email, when the email is sent to the designated address and no bounce or failure message is received (provided a copy is also sent by one of the other methods as backup for formal notices). However, day-to-day communications (including program announcements, etc.) will typically occur via email or dashboard and are effective when sent. Each party shall keep the other updated with any changes in notice contact info.

Governing Law: This Agreement is governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. The choice of Singapore law reflects that Tanqory is a Singapore-registered company. We want consistency in interpretation across our global partners.

Dispute Resolution (Arbitration): In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the Partner Program, the parties agree to first attempt good-faith negotiations. If a resolution cannot be reached amicably, the dispute shall be finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Singapore, the language shall be English, and the tribunal shall consist of one arbitrator. The award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. This clause does not waive any non-waivable statutory rights in your home jurisdiction (if applicable).

Injunctive Relief: Notwithstanding the above, Tanqory may seek interim, injunctive, or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

Digital Acceptance: The parties agree that this Agreement may be entered into electronically. Your clicking “I agree” or similar, or continuing to use the Partner Dashboard after being presented with this Agreement, constitutes your electronic signature and intent to be bound. Likewise, Tanqory’s posting of the Agreement and allowing your participation constitutes acceptance. No certification or notarization is required. The parties waive any defense or objection to the enforceability of this Agreement on the basis that it was electronically executed or delivered.

Force Majeure: Neither party will be liable to the other for any delay or failure to perform its obligations (except payment obligations) due to any cause beyond its reasonable control, such as acts of God, war, terrorism, natural disasters, pandemics, labor strikes, internet or telecommunication failures, governmental action, or any other event that is unforeseeable and beyond the party’s control. The affected party shall promptly notify the other and make reasonable efforts to mitigate the effect of the force majeure. If such event lasts longer than a certain period (e.g., 60 days), either party may terminate the Agreement upon notice. For example, if a massive internet blackout prevents tracking referrals for an extended time, Tanqory won’t be held liable for that downtime, but we’d work with you on interim solutions.

No Third-Party Beneficiaries: This Agreement is intended for the benefit of the parties and their permitted successors/assigns only. There are no third-party beneficiaries to this Agreement, except where expressly stated (e.g., indemnified parties which include affiliates, officers, etc., but they don’t sign the agreement). Customers of Tanqory are not third-party beneficiaries of your rights, nor are your clients third-party beneficiaries of Tanqory’s obligations here.

Language: This Agreement is drafted in the English language, which shall be the governing language. Any translations (if provided) are for convenience only. In case of any conflict between the English text and a translation, the English version prevails. The parties may communicate in other languages as needed, but official terms are in English.

Headings: Section headings and titles in this Agreement are for convenience and organization only. They do not affect the interpretation of any provision.

Annexes: The Annexes that follow (A, B, C, etc.) form an integral part of this Agreement. The provisions in an Annex apply to Partners in the specified jurisdiction or to activities in that jurisdiction, and serve as amendments or additions to the main terms as stated. In case of any conflict between an Annex and the main Agreement or Program Policies, the provision in the Annex will govern for matters pertaining to that jurisdiction (to the extent of the conflict).

Both parties have caused this Agreement to be executed by their duly authorized representatives. (In an electronic click-through, Tanqory is the offeror and your acceptance completes execution.)

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Annex A: EU/EEA – Special Terms (European Union / European Economic Area)

These provisions apply to Partners located in the EU/EEA, or otherwise engaging in activities targeted at EU/EEA residents (for example, marketing to consumers in the EU), and are in addition to the main terms:

• A1. VAT and Tax Compliance: If you (the Partner) are established in the EU or an EEA member state and are registered for Value Added Tax (VAT), you must provide Tanqory with your valid VAT identification number. Tanqory’s commission payments to you are treated as payment for your services (referral/marketing services). Under EU VAT rules, the reverse charge mechanism generally applies for cross-border B2B services within the EU. This means Tanqory (as a non-EU entity or as an EU entity outside your country) will not charge VAT on commissions to you, and you are responsible for self-accounting for VAT in your country. Each Partner is responsible for remitting any VAT due on the commissions in its own member state. If you are not VAT-registered (e.g., a small enterprise under threshold), you confirm that status to Tanqory and will inform Tanqory if you obtain a VAT registration. We may include the notation “VAT Reverse Charged” on self-billing invoices as appropriate. You agree to comply with all local VAT laws, including possibly issuing a VAT invoice to Tanqory if required by local regulations (though typically our self-billing suffices). If any other taxes (such as income tax, trade taxes) apply to your earnings, you handle those – Tanqory only concerns itself with withholding taxes if mandated for cross-border payments (which generally is not the case for service fees paid out of Singapore to EU businesses under tax treaties).

• A2. EU Digital Services Act (DSA) Compliance: The Digital Services Act (Regulation (EU) 2022/2065) imposes certain obligations on online intermediaries and platforms in the EU regarding illegal content, advertising transparency, and user protections. To the extent the DSA applies to Tanqory’s services or to your activities:

  • Advertising and Disclosures: If you disseminate online advertisements or sponsored content as part of your promotion of Tanqory to EU users, you must ensure compliance with DSA Article 26 and related provisions regarding transparency. This includes clearly labeling any commercial communications as such (e.g., adding “Sponsored” or similar notices so that users understand it’s an ad), and if applicable, providing required information such as the identity on behalf of whom the ad is displayed and meaningful criteria used for targeting. In practical terms, this aligns with the FTC-like disclosure requirements already in the main terms, but now under EU law. You should also adhere to any guidelines Tanqory provides to facilitate DSA compliance, such as enabling Tanqory to provide an “advertisement repository” if needed for ads you run (though that is more for platforms like us rather than individual affiliates).

  • Know Your Business Customer (KYBC): If you operate an online interface (like a website or marketplace) where you allow third parties to interact or post because of Tanqory promotions, and if such interface could be considered an “online platform” under the DSA, you may need to collect and verify identifying information from your business users. However, in the context of being a Partner, it’s unlikely you operate such an intermediary platform. More directly, Tanqory itself, if it qualifies as an online platform, must obtain certain information about business users (which could include Partners in some classification). You agree to provide Tanqory any information reasonably required for Tanqory’s compliance with DSA Article 30 (KYBC) if Tanqory determines it is a hosting service that facilitates consumers concluding contracts with you through Tanqory’s service. For example, if Tanqory were to have a public directory listing EEA Partners offering services, Tanqory might be required to verify your trade details. You agree to promptly furnish such documentation (e.g., registration number, ID of representatives, etc.) upon request.

  • Notice and Action: If Tanqory is required by the DSA to implement certain notice-and-takedown or suspension procedures for illegal content or misuse, and if any of your content or activity is flagged under such processes, Tanqory will follow the DSA’s requirements. This could include Tanqory notifying you of a restriction placed on your content or account, the reason, and providing an opportunity to contest via internal complaint-handling or out-of-court dispute mechanisms as mandated by the DSA. For example, if an EU authority or trusted flagger notifies Tanqory that some content you posted (like a misleading claim on a forum) is illegal, Tanqory might remove or ask you to remove it, and will inform you with reasons and appeal options (except in cases of serious crime where immediate action without notice is allowed). You agree to cooperate in good faith with any such DSA-related process.

  • Very Large Online Platform (VLOP) Clause: Tanqory is not currently a VLOP under the DSA. If Tanqory ever grows to meet VLOP thresholds and thus has additional obligations, Tanqory will inform Partners if any of those obligations cascade down (for instance, requiring more data or transparency from content provided by Partners). At present, this is not applicable.

In summary, we expect our EU Partners to comply with EU law in their promotions, including labeling affiliate content properly, and we will fulfill our obligations such as providing transparency and verification. Both parties will keep each other informed of any significant DSA-related requirements that affect the partnership.

• A3. Data Protection (GDPR): This Annex reiterates that the GDPR (and local implementing laws) apply to any personal data processing in relation to EU individuals. Key points:

  • Controller/Processor Roles: As generally covered in Data Protection section, you are likely an independent controller of any EU personal data you collect (like leads). Tanqory is independent controller of customer data. If you do process any personal data on Tanqory’s behalf (unlikely, unless you help with support tasks for Tanqory), then GDPR’s processor obligations would apply and our DPA would govern that. Both parties ensure that any GDPR-defined personal data is processed lawfully, fairly, and transparently, with appropriate technical and organizational measures.

  • Legal Bases: You confirm that you have a valid legal basis under GDPR for any personal data you collect and share with Tanqory (most likely consent or legitimate interest for B2B contacts – for instance, if you refer a business contact, you either got their consent or have another lawful basis to pass their info to Tanqory). Tanqory will ensure it has legal basis to process any personal data it receives from you (for example, treating it as a prospective customer inquiry).

  • Data Subject Rights: You will promptly forward to Tanqory any requests from EU data subjects regarding personal data that was shared with Tanqory (like a referred lead asking “delete my info”). Tanqory will do likewise if a data subject contacts us about data you control. Both parties cooperate to give effect to rights like access, rectification, erasure, and objection as required.

  • DPA: As stated, if needed, the Data Processing Agreement including EU Standard Contractual Clauses (SCCs) is in place for any restricted transfers. By being an EU Partner transferring data to Tanqory in Singapore, you acknowledge the SCCs (likely Controller-to-Controller Clauses in this context) apply as per our DPA terms, which are deemed executed by reference. Standard EU SCC requirements like not allowing conflicting laws to undermine data, or handling government access requests, etc., would thus be adhered to by Tanqory. If you need a signed copy of SCCs for records, Tanqory can provide that via the DPA.

  • Breach Notification: In line with GDPR Article 33, if either party suffers a personal data breach affecting EU personal data related to this partnership, it will notify the other without undue delay with all relevant information to allow the other to fulfill any regulatory reporting duties and mitigate harm.

  • Data Protection Officer: If required by GDPR, each party will maintain a Data Protection Officer (DPO) or EU Representative and provide contact info on request. Tanqory’s Privacy Policy provides contact for privacy inquiries. EU Partners, if you are not established in the EU but target EU (maybe not common), ensure you appoint an EU rep if Article 27 requires.

• A4. Consumer Protection and E-Commerce Laws: If you engage in B2C activities in the EU (say, marketing to individual entrepreneurs or small businesses that count as consumers under some laws), you must abide by EU consumer protection directives (like Unfair Commercial Practices Directive) in your marketing. This basically reiterates: do not mislead consumers, do not use aggressive practices, provide required disclosures (which we covered in obligations). If you operate any website that sells something as a result of Tanqory partnership, comply with the E-Commerce Directive (soon the Digital Services Act will update some aspects) such as providing an imprint with contact details, etc. Also, if you send electronic communications, comply with the EU e-Privacy Directive as implemented (consent for marketing emails, etc.).

• A5. Affiliate Marketing in EU: Many EU countries require clear disclosure of affiliate relationships, similar to FTC. For instance, the German courts have required that social media posts with affiliate links be clearly tagged (like “#Werbung” meaning advertisement). France has consumer code provisions on misleading marketing. By adhering to our earlier stipulations, you should meet these, but be mindful of any country-specific nuance (e.g., France requires disclosures in French to French consumers). You are responsible for ensuring any local language or format requirements are met for disclosure. The overarching principle: an average consumer in the EU should easily recognize when content you produce is an advertisement or when you have received an incentive to promote Tanqory.

These EU terms aim to make sure our partnership conforms to EU legal expectations on tax, privacy, and transparency. If you have any questions about EU compliance, Tanqory’s team is ready to help clarify, but ultimately you should get your own legal advice for your specific operations.

Annex B: United States – Special Terms (USA)

The following terms apply if you are operating in the United States or targeting U.S. residents:

• B1. FTC Endorsement Guidelines: The U.S. Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “Endorsement Guides”) apply to your activities as an Affiliate/Partner. You are required by federal law (Section 5 of the FTC Act) to clearly and conspicuously disclose any “material connection” you have with Tanqory in all endorsements or reviews. A material connection includes the fact that you are a Tanqory Partner who may receive commissions or other benefits from Tanqory. This means:

  • In social media posts, include a clear disclosure such as “#ad”, “#sponsored”, or “Affiliate link – I earn a commission” near the beginning of your post or description. Do not hide disclosures behind a “Read more” or mix it with a block of hashtags. It must be easily noticed and understood by an average user.

  • In videos or streams, verbally mention the partnership at the start and overlay a written disclosure on the video when discussing Tanqory. For longer videos, it’s wise to repeat the disclosure during or throughout the portion where you promote Tanqory. On platforms like YouTube, a description alone isn’t enough; verbally and visually cue viewers as per FTC advice.

  • In blogs or articles, clearly state e.g., “Disclosure: As a Tanqory Partner, I may earn commissions if you sign up through my link” near the top of the content (before any outbound link). A general disclosure on your site (“we use affiliate links”) is not sufficient if the user might not see it when reading your specific content.

  • If you send marketing emails, make sure they are compliant with the CAN-SPAM Act: include no deceptive subject lines, identify the email as an advertisement, provide a valid physical mailing address for you, and honor opt-outs promptly. Also disclose your partner status in the email if recommending Tanqory.

  • Failure to disclose is considered a deceptive practice and can result in FTC enforcement against you and Tanqory. Tanqory expects full compliance. The Endorsement Guides also stress that your endorsements must reflect honest opinions and truthful experiences – do not fabricate testimonials or claim to use Tanqory if you don’t.

  • The FTC periodically updates its guidance (for example, in 2023 they updated definitions like what counts as “clear and conspicuous”). You should stay informed of these changes. Tanqory will attempt to remind partners of major updates, but ultimately you need to adhere to current law.

• B2. California Privacy Laws: If you interact with any personal information of individuals residing in California (which is likely if you collect leads or target customers in CA), you should be aware of the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA). Under these laws:

  • If you qualify as a “business” under CCPA (which might be the case if your own operations exceed certain thresholds in CA), you have obligations to provide notices to California consumers, honor requests like Do Not Sell My Info, deletion, etc., and have certain contract terms with any service providers. However, as an independent Partner, you might or might not hit the criteria (it’s currently >$25M revenue or data of 100k consumers, etc.). Regardless, Tanqory expects you to handle California personal data with the same respect and transparency we do. If you share any CA consumer data with Tanqory, you represent you have authority to do so (e.g., consent).

  • If Tanqory shares any personal data with you of California consumers (like a lead), you agree to use it only for the specific partnership purpose and not to: sell it, share it for cross-context behavioral advertising, or retain/use/disclose it outside the direct relationship (these terms mirror CPRA’s required contract clauses for service providers). Essentially, you become a “service provider” for Tanqory with respect to any such data. You will cooperate with Tanqory in responding to any CCPA-related consumer requests as needed.

  • California’s “Shine the Light” law might apply if you share customer personal info with third parties for direct marketing. Typically, as a Partner you wouldn’t be sharing Tanqory’s user data elsewhere, so that shouldn’t be an issue. If you gather info through your efforts, comply with any relevant disclosure obligations (like offering CA customers info on how to request who you’ve shared their data with, if applicable).

  • California also has laws regarding data security and breach notification (California Civil Code §1798.82). If you have a security breach affecting personal data of CA residents obtained via the Partner Program, notify Tanqory and follow those laws for notifying individuals.

• B3. California “B2B” and Other Exemptions: Note that under CPRA (as of 2023), the partial exemptions for B2B communications were removed – meaning even data in a business context could be in scope. But practical enforcement often focuses on consumer context. Still, treat any personal data, even business contacts, with transparency and allow opting out of marketing if they request (Tanqory’s Privacy Policy covers business contacts as well). California also has specific regulations like the California Online Privacy Protection Act (CalOPPA) that require privacy policies if you collect personal info online from Californians – ensure your own website has a compliant privacy policy if applicable (e.g., if you run a lead capture site).

• B4. U.S. State Laws Compliance: Besides California, other states (like Colorado, Virginia, Connecticut, Utah, etc.) have passed privacy laws effective 2023-2024. While they often mirror some principles of CCPA/GDPR, be prepared to extend similar rights (opt-out of targeted advertising, etc.) to residents of those states if you encounter them. Also, states have unfair and deceptive practices acts – meaning if you mislead in your marketing (like not disclosing affiliate status), state attorneys general could also take action, not just the FTC. Essentially, the same best practices we outline serve to keep you compliant nationwide.

• B5. Telephone Consumer Protection Act (TCPA): If you do any telemarketing or send SMS messages as part of your promotion, you must comply with TCPA. That generally means not using auto-dialers to cell phones without consent, honoring Do-Not-Call lists, including proper identification in calls, and getting express written consent for SMS marketing. Fines for TCPA violations can be steep. Tanqory does not authorize any outbound telemarketing to consumers on its behalf without explicit agreement. If you plan to do phone outreach (maybe to businesses), ensure you observe DNC list and time-of-day rules.

• B6. Anti-Spam (CAN-SPAM) and CASL: (CASL is Canadian but mentioning in US section for North American completeness) – We already said follow CAN-SPAM for emails. For Canadian recipients, Canada’s Anti-Spam Law (CASL) is stricter – you generally need express opt-in consent to send commercial emails and must include certain identification and an easy unsubscribe. If you email internationally, it’s good to just follow the strictest standards (opt-in, clear disclosures) to be safe.

• B7. Independent Contractor – California AB5: California’s AB5 and similar laws define who is an independent contractor vs employee. One factor is whether the person operates a separate business of the same nature. Here, you as a Partner are in business for yourself (marketing, consulting, etc.), and not providing services that are part of Tanqory’s core business offering (Tanqory’s core is providing a commerce platform, not marketing). We therefore classify Partners as independent contractors under AB5 and similar laws, which means you are not entitled to employee benefits or protections from Tanqory. By signing this Agreement, you confirm that you are customarily engaged in an independent business and that you understand and agree that you are not an employee of Tanqory. This helps ensure no misclassification claims. If you reside in a state that uses ABC test or similar, we believe you meet it (especially Part C of the test in CA, as you are doing work outside our usual course of business).

  • Also, as a B2B relationship (Tanqory with you), AB5 has an exemption if certain criteria are met (like having a written contract – which this is; maintaining a business location; you have any required licenses; you set your hours and terms; etc.). Ensure you meet those criteria: e.g., use business cards or a business name, etc., to show you are an established business. That further solidifies independent contractor status.

• B8. Arbitration (if applicable): We did not include a mandatory arbitration clause in the main terms, defaulting to Singapore courts. However, if you as a U.S. Partner prefer to have disputes resolved by arbitration or if Tanqory at some point notifies U.S. Partners of an arbitration program (which often is done to reduce litigation costs), we might amend this with an arbitration agreement (e.g., AAA or JAMS arbitration in a mutually convenient location). At this time, none is specified, so standard judicial process applies. Note, some U.S. laws allow certain claims regardless (like small claims court or agency complaints).

• B9. U.S. Export Controls: Tanqory’s platform might be subject to U.S. export control and sanctions laws (since it likely has U.S.-origin components). As a Partner, you must not engage in any activities that would cause Tanqory to be in violation of U.S. export laws or OFAC sanctions. This means you should not, in your partnership capacity, market Tanqory to or attempt to sign up users in countries embargoed by the U.S. (such as North Korea, Iran, Cuba, Syria, or regions like Crimea, Donetsk, Luhansk as of this writing), and you should not be on any U.S. restricted party list or provide access to Tanqory to anyone on such lists. If you are a U.S. person, you likely know these rules; if not, err on side of caution. Tanqory may ask for screening info to confirm compliance.

• B10. Business-to-Business Exemption (California specific): The CPRA removed the B2B exemption, but if any limited parts still apply (like the threshold for consumer definition), just treat all personal info carefully. (This is more a repeat, but ensuring nothing falls through the cracks.)

• B11. California Business & Professions Code 17538.5 (Email Disclosure): If you send unsolicited emails advertising Tanqory, California law requires “ADV:” at the start of subject for unsolicited commercial email (and “ADV:ADLT” for adult content emails). It also requires an opt-out return address. You likely won’t do unsolicited email (spam) anyway because it’s against our partner obligations, but just to note if emailing in CA, use proper labeling if it might be considered unsolicited.

All in all, be truthful, be transparent, get consent when needed, and respect privacy. The U.S. terms essentially enforce honesty in advertising and privacy compliance.

If you have any doubt about a particular marketing practice in the U.S., consult legal counsel or ask Tanqory’s compliance team. We both want to avoid trouble with regulators or lawsuits. Tanqory may monitor U.S. Partners’ marketing occasionally (especially influencers) to ensure disclosures are present – we do this not to micromanage but to protect both of us from FTC wrath.

Annex C: Canada – Special Terms

For Partners operating in or targeting Canada:

• C1. CASL Compliance: Canada’s Anti-Spam Legislation (CASL) is one of the strictest laws on commercial electronic messages (CEMs). If you send any CEM (emails, SMS, social media direct messages) to Canadian residents in the course of promoting Tanqory, you must comply with CASL. Key requirements:

  • Consent: You generally need a recipient’s express opt-in consent before sending them CEMs. This consent must be an affirmative action (no pre-checked boxes) and you must inform them of what they’re consenting to, including your identity and that of Tanqory if you’re sending on our behalf, and a way to withdraw consent. CASL has some exceptions (like implied consent if someone published their email or if you have an existing business relationship within last 2 years), but don’t rely on exceptions unless sure. Best practice: only email those who explicitly agreed to receive your Tanqory-related communications.

  • Identification: Every CEM must clearly identify you (the sender) and, if you’re sending on behalf of Tanqory or including Tanqory content, identify Tanqory as well. Include valid contact information (a mailing address and either a phone number, email, or web address) for you that will be active for at least 60 days after sending.

  • Unsubscribe Mechanism: You must include a working unsubscribe link or instructions in the message, allowing recipients to opt out of all future messages from you, and it must be given effect within 10 business days (though you should do it sooner). Make sure the unsubscribe process is simple and at no cost to the user (e.g., a single click or reply).

  • No False/Misleading Info: The message headers, sender name, subject line, etc., must not be misleading. Don’t use Tanqory’s name in the “From” field unless it’s actually from an official Tanqory email – use your own name but mention Tanqory in the content as needed. The subject should reflect the content.

  • If you maintain a mailing list of Canadian recipients, keep records of how/when they consented, in case of any investigation.

  • CASL also extends to certain social media or SMS, basically any electronic message sent to an electronic address. If you send mass text messages about Tanqory, that’s also covered.

  • Violations of CASL can lead to heavy penalties (up to $10 million per violation for organizations). Tanqory expects strict adherence. We might request to review your email templates or lists if there’s suspicion of CASL issues.

• C2. PIPEDA and Privacy: If you collect personal information of individuals in Canada (which you likely will for leads or referrals), you must comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) or applicable provincial privacy laws (like Quebec’s Act respecting the protection of personal information in the private sector, which was recently upgraded by Bill 64). Core principles:

  • Obtain consent for collection, use, and disclosure of personal info, unless an exception applies. For marketing leads, that typically means telling them what you’ll do with their info and getting their agreement (often tied in with CASL consent).

  • Only collect what is necessary (data minimization) and use it only for the identified purposes.

  • Safeguard personal info appropriately (security measures).

  • Be transparent and give individuals access to their info upon request, and correct it if needed.

  • If an individual withdraws consent or asks to be forgotten (deleted), honour that (unless you need to retain for lawful purposes).

  • If you transfer any Canadian personal info to Tanqory outside Canada (Tanqory in Singapore or the US), note that PIPEDA requires you to use contractual or other means to provide comparable protection (our DPA suffices for this).

  • If you’re in Quebec, note new requirements like if you’re communicating personal info outside Quebec, you might need to perform a privacy impact assessment. Usually, small partner marketing operations won’t trigger that, but be mindful if you store data on servers outside Canada, you might need to disclose that in your privacy notices.

• C3. Competition Act (Testimonials/Endorsements): Canada’s Competition Act prohibits making false or misleading claims in advertising. Even if you are just a partner, if you make public statements about Tanqory’s service, ensure they are truthful and not misleading. The Competition Bureau and Advertising Standards Canada have guidelines similar to the FTC’s Endorsement Guides. For example, failing to disclose a paid endorsement could be deemed misleading under the Competition Act’s general false advertising provision or under province consumer protection laws. So the earlier instructions on disclosure (#ad etc.) apply for Canada too. In 2023, the Competition Act amendments also specifically target drip pricing and deceptive reviews. So do not engage in posting fake reviews or manipulating ratings for Tanqory or competitors – that could lead to liability.

  • Also, if you give any performance stats or comparative claims about Tanqory, ensure you have adequate and proper testing to substantiate those claims (Competition Act requirement). Stick to official stats provided by Tanqory or clearly label things as your opinion rather than fact.

• C4. French Language (Quebec): If you are operating in Quebec or targeting Quebec consumers, under the Charter of the French Language, certain communications must be available in French. This likely means:

  • Your advertisements in Quebec (online or print) about Tanqory should be in French or at least both French and English (French not less prominent).

  • If you have a website targeting Quebec, it should have a French version. The Tanqory-provided marketing materials might be in English; it’s your responsibility to translate them if needed for French-speaking audiences (Tanqory can assist if possible, but legally you need to ensure compliance).

  • Contracts with Quebec consumers must be in French unless the consumer expressly requests English. But since Partners aren’t signing contracts with consumers on Tanqory’s behalf, this may not apply directly, but if you have any agreements with users or your own service terms, consider French versions.

• C5. Provincial Regulations: Be mindful of any specific provincial laws regarding marketing. For instance, Quebec also has strict rules on contests if you run a contest to promote Tanqory – requiring registration and bonding for certain prize amounts. Ontario and BC have general marketing standards aligning with federal ones.

• C6. Do-Not-Call Lists: Canada has a National Do Not Call List (DNCL) that applies to telemarketing. If you do telephone outreach to Canadian businesses or individuals for Tanqory, ensure you comply with the DNCL rules (register as a telemarketer if necessary, scrub numbers against the list, etc.). B2B calls are exempt from DNCL in some cases, but if calling small businesses or individuals, just be cautious.

• C7. Anti-Money Laundering (AML): This is likely not directly relevant to partner marketing, but if in any case you deal with financial flows or referral fees, Canada’s AML laws (FINTRAC) might require reporting suspicious transactions. Unlikely scenario: If someone approaches you wanting to sign up for Tanqory with illicit funds or something, obviously notify Tanqory and do not proceed. But typically not encountered in normal partner activities.

• C8. Independent Contractor (Canadian context): Ensure that you treat yourself as an independent business. There is no direct equivalent of AB5 in Canada, but misclassification issues can arise regarding Canada Revenue Agency (CRA) and Employment Insurance if there’s an employer-employee relationship. By signing this, you acknowledge you are a self-employed independent contractor, responsible for your own CPP/QPP contributions and taxes on commission income. You can deduct your business expenses and will not claim to be a Tanqory employee for any purpose.

• C9. Sales Tax: If you are in Canada, note that your commission income might be subject to GST/HST. Typically, as per Annex A, Tanqory doesn’t add VAT/GST on commissions (treating it as outside scope or reverse charge). In Canada, since Tanqory is outside Canada, if you are GST-registered, this may be considered an imported service on which you might have to self-assess GST under the “GST on imported taxable supplies” rule if applicable. Or if you invoice Tanqory from a Canadian company for commissions, that could raise questions. This gets complicated; we expect you to consult an accountant. The amounts might be small enough often to not worry. But keep in mind: if you should have charged GST/HST on your commission and didn’t, the CRA could come after you. Most likely scenario: if you’re making a significant income, you would register for GST/HST and then perhaps invoice Tanqory adding GST, which Tanqory might not pay since out of scope. Possibly you just self-account. For simplicity, consider commissions as zero-rated exports (since service provided to foreign entity) – some advisors might take that view. We mention this to urge you to get clarity from a tax professional. Tanqory is not providing tax advice. You indemnify Tanqory for any taxes owed by you.

• C10. French Translation of Key Provisions (for Quebec Law): If this Agreement needs to be filed or used in Quebec, parties confirm that they require this Agreement be drawn up in English. (Les parties confirment leur volonté que ce document soit rédigé en anglais.) If a French translation is needed for any reason, we can provide one, but the English version governs.

Annex D: Brazil – Special Terms

For Partners in Brazil or targeting the Brazilian market:

• D1. LGPD Compliance: Brazil’s Lei Geral de Proteção de Dados (LGPD) is a comprehensive data protection law similar to GDPR. When dealing with personal data of Brazilian individuals:

  • Obtain consent as required or have another legal basis under LGPD (e.g., legitimate interest) for collecting and processing data. If you are sending marketing communications, consent is typically the safest legal basis (especially for anything beyond an existing customer relationship).

  • Provide privacy notices in Portuguese as needed to data subjects explaining what data you collect and how it’s used/shared (you as “controller” of data you collect).

  • The data subject rights under LGPD (confirmation, access, correction, deletion, etc.) should be respected. You should have a means for Brazilian users to contact you for privacy inquiries (like an email contact).

  • If you share any Brazilian personal data with Tanqory (e.g., leads), ensure you have consent or that it falls under an allowed exception (like for execution of a contract or legitimate interest with proper balancing).

  • Tanqory, when receiving personal data, will act as a controller as well and both of us should cooperate to handle any data subject requests or Autoridade Nacional de Proteção de Dados (ANPD) inquiries.

  • If required, sign a specific “Data Processing Agreement” with any Brazilian partner or Tanqory to satisfy LGPD’s requirements for international data transfers or joint-controller situations. The DPA referenced covers much of that.

  • Note Brazil might require local data storage for some sectors, but likely not applicable here. For marketing data, cross-border transfer is allowed if the destination country ensures adequate protection or if using standard clauses/consent – Tanqory being in Singapore may not be on Brazil’s adequacy list (Brazil doesn’t have one yet), so ideally we rely on consent from data subjects for transferring their data to Tanqory, or on standard contractual clauses once Brazilian authority approves some. We incorporate EU SCC-like measures via our DPA in absence of Brazilian specific ones.

• D2. Brazilian Civil Code / Consumer Code: If you are making representations to Brazilian customers, note that the Brazilian Consumer Protection Code (Código de Defesa do Consumidor) has strict rules against misleading or abusive advertising. Ensure all information you provide about Tanqory is accurate and verifiable. Exaggerated claims (“propaganda enganosa” or “propaganda abusiva”) could lead to liability. For instance, don’t claim Tanqory is “garantido aumentar suas vendas em 200%” (guaranteed to increase your sales by 200%) unless that’s a proven typical result, which it likely isn’t.

  • The Consumer Code also allows consumers to challenge unclear contract terms. Though Partners are not offering contracts themselves for Tanqory’s service (Tanqory’s ToS covers that with customers directly), any arrangement you propose to assist them should be transparent and fair.

  • If you interact with consumers, be mindful of the right to clear information in Portuguese.

  • Avoid any high-pressure or unfair tactics, as the law prohibits taking advantage of a consumer’s ignorance or weakness.

• D3. Marco Civil and Internet Regulations: Brazil’s Marco Civil da Internet (Internet Bill of Rights) sets out principles like net neutrality, privacy, and users’ rights. As a Partner, relevant parts might include:

  • Obligation to obtain consent to handle personal data (which overlaps with LGPD).

  • If you moderate any online content (say you have a blog allowing comments or you run a forum about Tanqory), note that Article 19 of Marco Civil says providers are only liable for user content if they fail to remove it after a court order. This is more for Tanqory’s platform than you, but if you host any user content, be cautious about unlawful content.

  • If you engage in sending communications online, know that unsolicited message rules and spam definitions might interplay with Marco Civil’s principles (like requiring user consent to certain communications).

• D4. Anti-corruption (Brazil’s Law 12,846): Not that it should come up, but Brazil’s anti-corruption law could be relevant if any partner deals with public officials in promoting Tanqory (unlikely scenario: maybe pitching Tanqory to a government entity or state-run enterprise). Obviously, do not offer any bribes or improper benefits to public agents to favor Tanqory. Tanqory has an anti-corruption policy and expects Partners to comply with it and the FCPA (US law) and Brazilian Clean Company Act. If any government procurement is involved, follow all laws strictly.

• D5. Portuguese Language and Contracts: The Civil Code may require that standard form contracts with consumers be in Portuguese (and clear). Tanqory’s Terms of Service likely have a Portuguese version for Brazil. If not, you should not be the one contracting with consumers on Tanqory’s behalf – Tanqory will handle subscriber agreements. However, if you provide any additional services, any contract or service agreement you give to a client in Brazil should be in Portuguese or bilingual to be enforceable and understandable.

• D6. Taxes in Brazil: If you earn commissions and you’re based in Brazil, you are responsible for any Brazilian taxes (such as income tax) on that income. If you’re incorporated (CNPJ), it might be “other income” for corporate tax or in MEI/Simples. There’s no withholding by Tanqory since Tanqory is abroad, but be mindful if any cross-border remittance triggers any local tax obligations (like if Tanqory wires money to you, banks sometimes ask for nature of funds for compliance). Usually, service export income is exempt from ISS (municipal service tax) if the service is provided to a foreign entity, but check local rules. Confirm with an accountant if you need to issue an invoice or DARF.

  • Also, if you exceed certain revenue, you might have to issue a nota fiscal for the service export (even though the client is foreign, some municipalities still require an NF-e for record). Clarify with local tax advisors.

• D7. Relationship Disclosure: According to CONAR (Brazil’s self-regulatory advertising body), influencer marketing guidelines (‘Publicidade por Influenciadores’) require advertising content on social media to be clearly identified as such. Use tags like “#publi”, “#publicidade”, “#parceria paga” or the platform’s own paid partnership label to disclose the partnership with Tanqory. They recommend using Portuguese terms. An English “#ad” might not be understood by all Brazilian consumers, so better to use Portuguese disclosures (or both). Ensure that any testimonial or endorsement you do includes these as needed.

• D8. E-commerce Guidelines: If you run any online portal selling Tanqory services (e.g., bundling Tanqory with your services), Brazil’s e-commerce decree (Decreto 7.962/2013) may impose requirements: provide clear seller information, item descriptions, pricing, and an easy way for consumers to rescind within 7 days (the “direito de arrependimento” or cooling-off per Consumer Code). Again, Tanqory likely handles direct subscription sales, but if you facilitate signups, make sure all key terms are communicated (like the monthly fee, renewal, how to cancel).

• D9. Termination and Brazilian Law: Brazilian law might consider certain contractual provisions under civil code lens (e.g., overly onerous penalties might be void). Our contract doesn’t really have penalty clauses, so we’re fine. Just an FYI: if this contract were ever interpreted by a Brazilian court, they could apply local public order laws. We don’t have anything that conflicts strongly with Brazilian public policy, except maybe governing law being Singapore – Brazilian courts could still assert jurisdiction if a dispute arises there. Partners in Brazil agree to the jurisdiction terms (which might not oust Brazilian consumer protection jurisdiction if you were considered a consumer, but you’re not; you’re a business).

In sum, for Brazil: ensure all marketing is in Portuguese and truthful, get affirmative opt-ins for emails (similar to CASL approach), secure data per LGPD, and abide by advertising self-regulations. Tanqory may provide Portuguese marketing assets or you might localize them yourself – maintain quality and accuracy in translations.

Annex E: Japan – Special Terms

For Partners in or targeting Japan:

• E1. Personal Information Protection Law (APPI): Japan’s Act on the Protection of Personal Information (APPI) applies to handling of personal data in Japan. Key points for Partners:

  • Obtain consent from individuals to use their personal data for marketing, especially if using it beyond the original scope of collection. While APPI doesn’t mandate opt-in for marketing like GDPR, the Personal Information Protection Commission (PPC) encourages consent for sensitive data or new uses.

  • If you transfer personal data of Japanese individuals to Tanqory outside Japan, APPI requires that either the foreign recipient is in a country with equivalent protections or that the data subject’s consent is obtained for the transfer, or certain other conditions (like binding corporate rules or contracts with certain clauses) are met. As of now, Singapore is not whitelisted by Japan, so likely you need to obtain consent for transfer of any personal data to Tanqory (or rely on contract clauses – Tanqory’s Privacy Policy states how data is handled abroad, which might suffice as notice/consent if the user agrees).

  • When collecting personal data, provide a privacy policy or notice in Japanese specifying the purpose of use and contact info for complaints. Example: if you have a lead capture form on a Japanese site, include a link to your privacy policy in Japanese.

  • If a data subject requests notification of purpose, disclosure, correction, or discontinuance of use of their data (which are rights under APPI), you must respond. Work with Tanqory if the request involves data held by Tanqory that came from you.

  • Avoid handling any “Special Care-Required Personal Information” (like sensitive data about medical, etc.) as that requires express consent under APPI – but likely not applicable in normal partner marketing (you shouldn’t need such data).

• E2. Act against Unjustifiable Premiums and Misleading Representations: This law (Shouhihiseido) prohibits misleading representations about products or services, and also regulates contests/prizes (premiums) offered in promotions. As a Partner:

  • Do not make any claims about Tanqory’s capabilities that are false or can’t be substantiated. For instance, claiming Tanqory is “No.1 in the world” or “必ず売上が倍増します (will surely double sales)” could be considered misleading if not factually provable. Stick to facts or clearly mark opinions as such.

  • If you run any promotion offering incentives (like “Sign up through me and get a gift”), be mindful of the restrictions on maximum prize amounts for consumers. Typically, offering small incentives is fine, but large premiums may violate thresholds. The law sets limits (e.g., for general contests, prize value <= 2% of product value in some cases).

  • This law also prohibits using overly exaggerated comparatives that mislead (like calling something “best” or “最高” without qualification might be okay in puffery, but be careful if it’s factual).

• E3. Disclosure of Paid Endorsements: In Japan, the Consumer Affairs Agency has issued guidelines that influencers should disclose when their post is promotional due to compensation. Often they use tags like “#PR” or include “広告” (advertisement) in the post to indicate it. As a Partner, if you blog or post in Japanese promoting Tanqory, include a clear disclosure such as “本投稿はタンコリーのパートナーとして宣伝を行っています” (This post is an advertisement as a partner of Tanqory) or simply add “[AD]” or “#広告” as appropriate. The key is transparency to users that you have a promotional relationship.

  • Note: The line between objective review and advertisement is watched in Japan’s self-regulation (JARO, etc.). Since you stand to gain, err on declaring it advertisement.

• E4. Specified Commercial Transactions Act: If you do direct sales or telemarketing to consumers, this Act might impose requirements like clearly stating your business info, not making false claims, issuing order confirmations, etc. It’s more for if you were selling something. But for example, if you have a webpage that directly encourages purchasing Tanqory via you, ensure that page has your business name, address, phone, representative name, and any necessary info (since you’re essentially acting as a sales agent, though Tanqory ultimately handles the transaction).

  • Also, Japan’s spam email law (part of this Act and separate guidelines) requires an unsubscribe option in emails and prohibits sending emails to those who haven’t consented. So similarly to CASL, practice opt-in for Japanese email recipients and allow easy opt-out (表示 for unsub).

• E5. Independent Contractor Status: There’s no special law like AB5 in Japan, but just to note: you are not an employee of Tanqory, thus labor laws (like overtime, social insurance) don’t apply to this relationship. Ensure you don’t present yourself as Tanqory staff to avoid any labor claim confusion.

• E6. Taxes in Japan: If you are earning commissions, you will be responsible for declaring it as taxable income (either business income or miscellaneous, depending on your status) in Japan. There is likely no withholding by Tanqory since the payment comes from abroad. But keep records of income for your Kakutei Shinkoku (tax return).

  • If you’re set up as a legal entity and registered for consumption tax, note that commission from a foreign company is considered a “reverse charge” service if you’re registered; in Japan, however, as of recent, certain B2B electronic services require reverse charge. It’s possible Tanqory’s services to customers are considered e-services, but your service to Tanqory (promotion) might not. If you’re a taxable enterprise and invoice Tanqory (though likely you don’t invoice, Tanqory just pays), consider if consumption tax should be self-assessed. It might be moot if you’re a small business under exemption threshold.

• E7. Data Localization of Certain Info: Japan doesn’t mandate data localization broadly, but if you handle credit card info or similar, Payment Card Industry (PCI) rules would apply (though likely not needed as Tanqory deals with that). Just ensure any Japanese personal data you collect is stored securely. If using Tanqory’s systems, likely it’s stored overseas, which is fine if consented.

• E8. Contact for Consumers: Under some regulations, if you advertise in Japan, you should provide a way for consumers to contact you with complaints or questions (especially for something like an online ad, a small mention like “Contact: partner@example.com” is good practice). Since you’re not selling directly, this is minor, but if anyone did reach out, respond helpfully or direct them to Tanqory if it’s about the product.

Summarily, for Japan: be clear in labeling promotions, adhere to truth-in-advertising, protect personal data, and be mindful of providing required info in any transactions or communications.

Annex F: South Korea – Special Terms

For Partners in or targeting the Republic of Korea (South Korea):

• F1. Personal Information Protection Act (PIPA): South Korea’s PIPA is stringent about personal data:

  • You need consent from data subjects for collection, use, and provision of personal information to third parties (with specific notices given for each). If you collect any personal data (like names, emails of leads), prepare a consent form or check-box in Korean that outlines what info is collected, why, for how long, and that it will be provided to Tanqory (including Tanqory’s details). E.g., “본인은 Tanqory에 제 개인정보(이름, 이메일)를 전달하는 것에 동의합니다” (I agree to the provision of my personal info to Tanqory for marketing purposes).

  • Ensure to inform individuals of their rights (withdraw consent, request access/correction/deletion).

  • If you store any personal data, keep it secure, and do not retain it longer than necessary. Also, appoint a privacy officer (if applicable) and post their contact (for larger companies; small operations might not formally, but it’s good to have a contact point).

  • If any data breach occurs, you must notify affected individuals and possibly the KCC or MOIS depending on scale.

  • If you transfer data abroad (to Tanqory in Singapore), you should obtain separate consent for overseas transfer, specifying the foreign entity (Tanqory Inc.), country, purpose, items of data, retention period, and that data protection might differ overseas. This is a known requirement in Korea. Alternatively, Tanqory could sign a standard transfer agreement with you to ensure similar protection, but usually consent is easiest. So likely incorporate that into your lead forms. Without that, cross-border transfer is problematic under Korean law.

• F2. Act on Promotion of Information and Communications Network (Network Act): This covers online privacy and spam:

  • If sending marketing emails/texts in Korea, you must have opt-in consent from recipients (similar to CASL). Korea has an “opt-in” regime for commercial emails/texts unless it’s existing business relationship limited cases.

  • Commercial emails/texts must include “[광고]” at the beginning of the subject or message to indicate advertisement, and also a sender’s contact and an easy unsubscribe method (like replying with “STOP” or a link). If you send at night (9pm-8am) or to cell phones, there are additional restrictions.

  • The Network Act also prohibits collecting email addresses without authorization (like scraping websites).

  • If you run a website and collect personal data through it, you might need to post a privacy policy in Korean pursuant to the Network Act with required contents (since PIPA covers offline more, Network Act historically covered online, though now many provisions merged).

• F3. Fair Labeling and Advertising Act: This is similar to guidelines on truthful advertising:

  • Do not make false or exaggerated claims about Tanqory. The FTC (Fair Trade Commission of Korea) monitors for misleading ads. If you say anything like “Tanqory is officially recommended by [somebody]” or any claims, ensure they’re true or substantiated.

  • Disclose material connections in endorsements: Korea’s FTC issued endorsement guidelines (2020) requiring influencers to clearly indicate if a post is sponsored or if they received benefits. Use conspicuous disclosures in Korean, e.g., “#협찬” (sponsored), “#광고” (advertisement), at the beginning of posts or visible in first screen. Many Korean enforcement actions have happened where influencers hid or downplayed such tags. Don’t repeat those mistakes – be upfront so that average Korean consumers understand it’s an ad content.

• F4. Door-to-Door Sales Act and Telemarketing: Unlikely to apply unless you physically visit businesses or call people for sales. If you do:

  • For telemarketing, you might need to check the Do-Not-Call list (Korea has a spam call blocking registry).

  • If selling any service directly and signing people up on the spot, the law might give them a cooling-off right (7 days cancellation).

  • But since Tanqory likely handles sign-up via online, you won’t be concluding contracts or taking payment yourself, so this might not apply.

• F5. E-commerce Consumer Protection Act: If you are considered an “intermediary” or “mail-order broker” by facilitating sales of Tanqory, you might need to comply with certain requirements:

  • Possibly registering with the government if you operate an e-commerce site (for significant sales).

  • Displaying your e-commerce registration number on your website if applicable.

  • Providing clear terms of service, refund policy, etc. (Though again, Tanqory itself deals with service terms).

  • If you collect any money (probably not, since Tanqory will charge customers directly), those obligations would mainly be on Tanqory.

• F6. Independent Contractor Considerations: No specific law akin to AB5 in Korea, but ensure if you ever have to hire sub-helpers, you follow local labor laws. As far as Tanqory and you: you are not an employee, so Korean labor standards (minimum wage, etc.) don’t apply to that relationship.

• F7. Taxes: Commission income for a Korean resident likely is domestic taxable income. Tanqory as a foreign company might be seen as paying you from abroad; there’s possibly an obligation for you to self-report that foreign income to NTS. There is also a Korea-Singapore tax treaty that likely exempts Tanqory from having to withhold Korean tax on a service payment if no PE in Korea. So Tanqory won’t withhold; you must report it in your tax filings.

  • If you are a company, you might invoice Tanqory and account for the revenue normally. VAT in Korea wouldn’t apply because it’s an export of service to Tanqory (0% VAT if you issue a tax invoice, but as foreign, Tanqory not in local system).

• F8. Regulatory Bodies: Know that the KFTC (Korea Fair Trade Commission) and KCC (Korea Communications Commission) are the regulators for advertising and privacy/communications. They can levy fines for non-compliance. Also self-regulation via the Korea Internet Advertising Foundation might come into play if your advertising is online.

• F9. Language: All consumer-facing info should be in Korean if targeting Korean audience. Also, if you have a website, providing an English-only interface could be an issue if you’re directly dealing with Korean consumers. Provide Korean translations for important details at least.

The Korean market is known for active regulation of influencer marketing and privacy. Many high-profile fines were given to bloggers/YouTubers for hidden sponsorships. So be very clear with “#광고”.

Annex G: India – Special Terms

For Partners in or targeting India:

• G1. Data Protection: India’s data protection landscape is changing (with the new Personal Data Protection Act 2023 possibly coming into force). As of now, under IT Act and SPDI Rules:

  • If you collect sensitive personal data (like passwords, financial info) you need explicit consent and to follow reasonable security practices. But likely you will just collect contact info, which is not “sensitive personal data” under current rules except email and phone might be considered “personal info” not requiring heavy compliance beyond reasonable privacy policy and security.

  • Always have a privacy policy on your site (if you have one) per IT Act Section 43A rules, stating what personal info you collect and how you use it.

  • Do not send any marketing SMS without complying with TRAI’s Telecom Commercial Communications rules (registering headers, templates, and ensuring only to opt-ins). Bulk SMS and cold calls are heavily regulated to curb spam.

  • India doesn’t have an official data localization yet (except certain sectors), so transferring data to Tanqory likely fine, but once the new law is active, ensure compliance (it might allow cross-border transfer to certain whitelisted countries or with consent).

  • If any user complains about misuse of data, Indian IT ministry can investigate, so maintain good practices and respond to any queries.

• G2. Advertising and Endorsements: The Central Consumer Protection Authority (CCPA) in India issued Guidelines in 2022 for Prevention of Misleading Advertisements and Endorsements. Key takeaways:

  • Disclose any material connection between endorser and brand. Influencers must label paid or barter endorsements clearly (e.g., #ad, #sponsored, #paidpartnership in English or appropriate local language) at a prominent position.

  • Endorsements must reflect genuine opinion or experience of the endorser. You should have actually used Tanqory if you claim results, or else make it clear it’s an advertisement.

  • Misleading ads (false claims, concealing info, bait advertising, etc.) are prohibited. Penalties can include fines and even ban on endorsements for up to 1 year (3 years for repeat).

  • ASCI (Advertising Standards Council of India) guidelines also require proper disclosure and no unsubstantiated claims. They have recommended labels like #Collab, #Promo, #Sponsored or just a clear “Advertisement” disclosure, and it must be upfront (not buried in hashtags).

  • For Hindi/vernacular content, use equivalent language tags for “ad” (if needed, but English tags are widely understood online).

• G3. E-commerce and Consumer Law: The Consumer Protection (E-Commerce) Rules 2020 apply to online marketplaces and sellers:

  • If you operate any platform or website selling Tanqory subscriptions or related services in India, you might be considered an e-commerce entity. Even if not exactly, follow good practice by listing your business name, contact, address on any site.

  • You cannot cancel orders arbitrarily if you were selling something (not relevant unless you take payments, which you don’t for Tanqory product).

  • Do not mislead consumers regarding price or service characteristics.

  • The rules have provisions for marketplace (Tanqory itself might be considered a service provider, but you as partner likely not directly in scope).

• G4. Anti-spam (India): India has no overarching anti-spam email law like CASL, but sending unsolicited commercial communications can run afoul of Privacy or misrepresentation aspects. Best practice is to have consent or at least an opt-out mechanism. For telemarketing, TRAI regulations are heavy: telemarketers must register with TRAI’s DLT platform and follow specific codes for SMS and call. It’s unlikely you’ll engage in telemarketing at scale, but if you do, compliance is a must to avoid number blocking or penalties.

• G5. Intellectual Property Use: Be careful with using any Bollywood celebs or cricket icons in promotions – India is strict on personality rights. Only use Tanqory’s IP and yours. If you were to make a local ad referencing a famous person or competitor, know that comparative advertising is allowed within limits (cannot disparage competitor’s product unfairly).

• G6. Tax (GST and TDS):

  • Commission income: If you are in India and registered for GST, you might need to charge GST on commission you earn from Tanqory (though Tanqory is outside India, technically you are exporting service of promotion, which might be zero-rated if you meet conditions like being paid in convertible foreign exchange, which presumably you are as Tanqory pays from Singapore, and you’ve filed LUT maybe). Check with a CA: Many affiliates treat their income as export of service (zero GST) if criteria are met, which saves you from charging GST. If criteria not met, you might have to pay IGST on reverse charge – complex but likely not if you structure as export.

  • Tanqory likely will not deduct any Indian TDS (withholding tax) before paying you because it’s not present in India (and small commissions usually slip by). Technically, if an Indian entity was paying, they might withhold under Section 194H (commission) at 5%. But Tanqory is foreign, not obligated. As a prudent measure, you can self-pay advance tax if needed to avoid interest.

  • Keep track of foreign remittances you receive, to disclose in income tax returns under “Foreign income”. If you’re an Indian company, your CA will handle it, if individual, include in “income from business/profession”.

• G7. Independent Contractor vs Employee: Indian law doesn’t define as sharply as AB5; as long as there’s a contract and you are not integrated as an employee (no PF contributions or fixed hours mandated by Tanqory etc.), you’re an independent contractor. Just ensure not to inadvertently trigger any labor issues (don’t present yourself as Tanqory’s agent to sign stuff or hire others in Tanqory’s name).

• G8. Codes and Miscellaneous: If marketing includes sending any medicine/health claim or making money-making claim, ensure compliance with relevant codes (e.g., drug and magic remedies act prohibits certain ads like for curing illnesses, etc. – likely irrelevant to Tanqory).

• G9. Government Use: If you happen to try selling Tanqory to an Indian government department or PSU, be aware of anti-corruption and procurement rules. Not likely for e-commerce SaaS through a partner, but just avoid any bribery (aligning with Prevention of Corruption Act).

Focus: For India, truth in advertising, especially disclaimers for influencer content, and proper consents for marketing communications. The authorities have become active (the CCPA recently penalized influencers for not labeling ads). So do not skip disclaimers. Use #ad or local language equivalent in a prominent way per ASCI’s guidelines.

Annex H: People’s Republic of China – Special Terms

(Note: These terms apply to the extent Partners engage with the market in mainland China. If you are in Hong Kong or Taiwan, different laws apply – these terms focus on PRC mainland law.)

• H1. Advertising Law of the PRC: China’s Advertising Law is very strict:

  • Prohibits absolute superlatives in ads (you cannot say “最好的” (the best), “全国第一” (No.1 nationally) or even “100% safe” etc., in advertising content) – these are considered false/illegal under Chinese law. So avoid any advertising language in Chinese that could be interpreted as extreme or unverifiable. For example, “Tanqory是最优秀的无代码电商平台” (“Tanqory is the best no-code e-commerce platform”) would likely be disallowed.

  • Requires that advertisements be truthful, legal, and not deceive or mislead consumers. Claims must have factual basis. If you use stats or awards in Chinese marketing, ensure they are accurate and can be substantiated if challenged by authorities.

  • Certain content is forbidden: using national flag/emblem, words like “国家级/最高级/最佳” (national level, highest grade, best) are explicitly banned in commercial ads; also content harming national dignity, religious/ethnic sentiments, etc., is forbidden (not likely relevant unless you inadvertently use something sensitive).

  • If you advertise via social media or internet in China, also comply with any platform rules (like WeChat official accounts need pre-approval for certain ads).

  • Penalties for violating ad law can be fines and ad removal. Chinese regulators do monitor online ads.

• H2. Cybersecurity Law & Data Localization: China’s laws (Cybersecurity Law, Data Security Law, Personal Information Protection Law (PIPL)) impose:

  • Possibly data localization for “important data” and personal info if volume is large (for personal info, if you exceed thresholds, you might need to store data in China or pass security assessments to export). However, as a foreign company partner marketing to Chinese customers, collecting data inside China might be tricky anyway (because cross-border is regulated).

  • If you collect any personal data from individuals in China (like via a Chinese-facing site or marketing campaign), under PIPL you should obtain informed consent, especially since you’ll likely transfer it out to Tanqory abroad. PIPL requires specific consent for cross-border transfer of personal info, unless there’s a certification or government standard contract in place. China recently released standard contract clauses (2022) which might need to be filed if applicable. Given the complexity, consider not directly collecting Chinese user data yourself. Perhaps route interested leads to Tanqory’s official channels or have them contact you via means that implies consent.

  • If you do have a site accessible in China, you might need an ICP license/filing if hosted in China. If just accessible from abroad, Chinese users can still see it, but it might be slow or blocked if content triggers filters.

• H3. Great Firewall and Marketing: Many Western platforms (Google, Facebook, Twitter, YouTube) are blocked in China. So typical affiliate marketing channels won’t reach Chinese audience. Likely you’ll use Chinese platforms (WeChat, Weibo, Douyin etc.). Those have their own rules:

  • WeChat: If you promote on WeChat, content moderation is heavy. Avoid sensitive topics (politically sensitive or anything illegal).

  • Douyin (TikTok China): If doing influencer style, they require labels for ads. Douyin often marks sponsored content with “广告” or via authorized ad platform accounts. Make sure to follow those platform-specific ad guidelines to not get your content taken down.

• H4. Influencer and Live-streaming Regulations: China has increasing regulations on live-stream e-commerce and influencer promotions:

  • Influencers are not allowed to fabricate sales or use fake scarcity tactics. They also need to ensure claims about products are accurate. If you by any chance live-stream or produce video promotion in Chinese, do so carefully.

  • Some categories require licenses to promote (e.g., if one were to promote a financial service, you need appropriate qualifications). For Tanqory (software), no special license required to advertise.

  • As a foreign entity, advertising directly in China can be complicated. Officially, to publish ads in China, one would need an ad business license or go through authorized media. But if you’re just posting on social as an individual, it’s grey area but tolerated as long as content is legal.

• H5. Anti-Unfair Competition Law: This law prohibits commercial defamation and other unfair behavior. Do not disparage competitors in China with false information. Also, do not use confusion tactics like using a name or logo similar to a competitor’s to mislead (not likely, just a general principle).

  • It also forbids bribery in commercial relations. If you were to give something of value to a potential client’s employee in China to induce signing up, that could be considered commercial bribery under this law – avoid such practices.

• H6. Over-Promise in Contracts: If you sign any agency or referral agreements with local resellers or customers, note that contract law in China can void unconscionable clauses or anything contrary to law. But since the partnership is with Tanqory (Singapore) and customers sign with Tanqory, you likely won’t have separate binding contracts with customers aside from possibly offering consulting services.

• H7. Import/Export and ICP if needed: If you provide any physical materials or help customers in China integrate Tanqory, note that cross-border data flows might be scrutinized. Unlikely you’ll handle that technical part.

  • If Tanqory’s service itself has accessibility issues in China due to Great Firewall, be transparent about that to prospects. You don’t want to oversell something that might face connectivity problems. (Though if Tanqory’s domains aren’t blocked, it might be fine).

• H8. Chinese Consumer Rights Protection Law: If dealing directly with consumers in sales, note 7-day no reason return rule for online purchases (applies to goods mostly, not sure on digital service subscriptions, likely not mandated for services). Since Tanqory provides free trial etc., that covers some concerns. As partner, just ensure no false promises like “you can get refund anytime” unless that’s official.

• H9. Taxes: If you by chance earn income from Chinese customers (which you won’t directly), that could trigger tax presence issues. But if just earning commission from Tanqory abroad, you have to consider PRC tax if you are resident there. If you operate in China, you might be a self-employed business needing to pay IIT or CIT on earnings. This is complex, but presumably not many partners will physically operate in mainland. If you do, consult local accountants.

China is a tricky market, so likely Tanqory’s approach is via direct or specialized local partners. If you try to get Chinese clients, do it carefully with knowledge of the above. Possibly focusing on Chinese companies with overseas presence or who can use cross-border might be easier.

Annex J: Australia – Special Terms

For Partners in or targeting Australia:

• J1. Spam Act 2003: Australia has an anti-spam law requiring:

  • Consent: Only send commercial electronic messages (email, SMS, etc.) with the recipient’s consent (express or inferred). Inferred consent can be from an existing business relationship or conspicuous publication of email where not disallowed. But safest is express opt-in.

  • Identification: The message must clearly identify the sender and how they can be contacted (your name/business and contact details).

  • Unsubscribe: Messages must include a functional unsubscribe facility that remains active for at least 30 days after sending. You must honor unsubscribe requests within 5 business days.

  • No address-harvesting or using harvested addresses.

  • These rules apply to messages accessed in Australia, so even if you send from overseas to an Aussie user, it counts.

  • Penalties by ACMA can be steep. So follow these closely – basically similar to CASL, though “inferred consent” allows some leeway (like if someone gave you their business card expecting contact, that can be inferred).

• J2. Australian Consumer Law (ACL): The ACL (under Competition and Consumer Act 2010) prohibits misleading or deceptive conduct in trade or commerce.

  • Do not make false or misleading statements about Tanqory’s service. Ensure any claims are accurate and can be substantiated. Overly optimistic promises could be deemed misleading if not typical.

  • There are also specific prohibitions on false testimonials (don’t fabricate or alter testimonials). Endorsements should reflect genuine experience.

  • If you provide any “free” offers, ensure they are truly free (no hidden costs) to avoid misleading conduct.

  • Fine print: Don’t hide crucial terms in fine print that contradict the main representation; that can be considered misleading even with fine print.

  • ACCC (Australian Competition & Consumer Commission) can take action for breaches of ACL with heavy fines.

• J3. Endorsement Disclosure: While Australia doesn’t have a law as direct as the FTC Guides, the ACCC has indicated that not disclosing paid endorsements can be misleading or deceptive under ACL. In 2022-2023, there was an influencer review by ACCC warning many for lack of disclosure.

  • Best practice: clearly tag social media posts with #ad, #sponsored, or platform’s paid partnership label. Many Australian influencers now do this to avoid ACCC crackdown. So you should too, to avoid any risk.

  • The AANA (Australian Association of National Advertisers) has a Code of Ethics and an influencer marketing best practice guide recommending transparency. While self-regulatory, it’s industry standard. E.g., an Instagram post must include a label like “Advert” or similar upfront.

• J4. Privacy Act 1988 (and APPs): If you handle personal information, you may be bound by the Australian Privacy Principles (APPs) if you have turnover > AUD $3 million or if you trade in personal info (even below threshold, trading triggers compliance).

  • Even if not legally required (if you’re a small biz), it’s recommended to follow APPs: have a privacy policy, only collect info reasonably necessary, get consent for any secondary uses like marketing, allow opt-out, secure the data, etc.

  • If you pass personal info to Tanqory overseas, under APP 8 you should either ensure Tanqory is subject to similar laws or get consent from individuals for overseas disclosure, otherwise you might be held accountable for breaches by Tanqory. Usually obtaining consent for disclosing to Tanqory in Singapore covers that.

  • Australia has not declared Singapore adequate (no formal list), so yes, consent or due diligence contract is needed.

  • The Privacy Act is currently under review for updates (maybe stricter rules forthcoming).

• J5. Unsolicited calls (Do Not Call Register Act): If you telemarket, wash numbers against Australia’s Do Not Call Register. Many businesses outsource to call centers that manage that, but if you personally call leads, be mindful. Allowed calling times and identification are regulated. Likely not a major issue if you aren’t doing cold calls at scale.

• J6. Social Media Advertising Standards: The Ad Standards body in Australia might consider undisclosed influencer advertising as breaching Section 2 of the AANA Code (truth and distinguishable advertising). They have ruled in complaints that some posts were not clearly advertising. So again, transparency is key.

• J7. Goods and Services Tax (GST): If you’re in Australia and your turnover including commission exceeds AUD $75k/year, you must register for GST. Commission from Tanqory (a foreign company) is considered export of service (if you’re providing a service to Tanqory), which might be GST-free (zero-rated) if certain conditions are met (non-Australian consumer usage outside Aust.). Or it might be considered not GST-free if Tanqory is “an enterprise carrying on business in Australia” – which it isn’t unless it has presence. So likely, your service to Tanqory is not subject to GST as an export (check with an accountant).

  • If not GST-free for some reason, you’d invoice plus 10% and Tanqory likely wouldn’t pay extra, complicated. But likely fine as export. Just track it on BAS properly.

• J8. Independent contractor vs employee: Ensure you treat the relationship consistent with being a contractor. No issues generally, but if you were an individual doing a lot of dedicated work only for Tanqory under their control, theoretically you could be seen as an employee for Fair Work laws etc. However, as a partner, you have flexibility, you find your own customers, etc., so clearly independent.

• J9. Competition & consumer specifics: If you put out any pricing info in AUD, ensure it’s accurate and inclusive of taxes if targeting consumers. If offering any promotions with conditions, fully disclose them (the ACL expects clarity on terms of deals).

Given ACCC’s active interest in influencer and digital marketing, keep everything above board in Australia. The regulators there don’t shy from naming and shaming even small influencers for undisclosed promotions (recent blitz with 80+ influencers flagged). So avoid being in breach.