Become a
uHoo Affiliate.

THIS AGREEMENT (“Agreement”) is made and effective on ,

Either of whom will Individually be referred to as a “Party” or collectively as “Parties”.

WHEREAS, uHoo has developed, and applied for intellectual property registration of, and is the legal and beneficial owner of the uHoo trademarks, uHoo products and uHoo softwares (the “Products”) listed in section 3;

WHEREAS, Affiliate wishes to market, promote and offer for sale Products;

WHEREAS, uHoo agrees to appoint Affiliate as its independent sales representative to market, promote and offer for sale Products according to the terms and conditions herein;

NOW, THEREFORE, for and in consideration of the foregoing premises, and of the mutual covenants herein stipulated, the Parties have entered into this Agreement and agree as follows:

1. 1.1uHoo shall pay the Affiliate a commission for every sale generated through the Affiliate's unique code.
2. 1.2Commission is calculated as 10% of the Product Price per unit sold through the Affiliate's unique code (“Commission”). The Product Price includes any discounts offered to the customer and excludes all taxes and freight (shipping) charges.
3. 1.3Each Affiliate shall receive a unique code valid for a period of twelve (12) months from the date of issuance. After the 12-month period expires, uHoo shall issue a new code, provided the Affiliate remains in good standing. The Affiliate may continue to earn commissions as long as they remain an active member of the program.

1. 2.1Commissions shall be paid every calendar quarter to the Affiliate's designated payment method. Payment will be processed within the first 2 weeks of the next calendar quarter. For example, Commission earned in the first calendar quarter shall be made in the first half of April.
2. 2.2uHoo accepts the following payment methods for commission payouts:
   • PayPal - Active PayPal business or personal account. Affiliate is responsible for any PayPal fees.
   • Bank Transfer - Valid international bank account details (SWIFT/BIC code). Affiliate is responsible for all transfer fees charged by their bank. uHoo is responsible for transaction fees charged by its bank.
3. 2.3Payout Details. Upon signing this Agreement, Affiliate shall provide payout details for the payout method selected in the Affiliate Details (PayPal or Bank Transfer) through uHoo's secure payout form. The account must be held in Affiliate's own legal name, or the business name shown in the Affiliate Details. Affiliate is responsible for the accuracy of these details and shall notify uHoo of any change in writing. uHoo may verify any change before applying it, and may hold a payout until verification is complete. No payout is due until payout details have been provided and verified, and uHoo is not liable for any payment sent to details provided by Affiliate that were incorrect or out of date..
4. 2.4Affiliates are solely responsible for any transfer fees, currency conversion charges, or payment processing fees incurred by their chosen payment method. uHoo shall not reimburse or cover these costs.
5. 2.5Commission must reach a minimum of USD $50 (or equivalent) before a payout is processed. If a quarter's earnings fall below this threshold, the balance carries over to the following quarter until the threshold is met.
6. 2.6Affiliate shall bear the entire responsibility for any and all expenses incurred in connection with its business and all its activities, including those related to marketing or promoting uHoo products and services,, and uHoo shall not be obligated to pay any such expenses or to reimburse Affiliate.
7. 2.7Affiliate is solely responsible for all taxes, withholdings, and other statutory obligations related to commissions earned. uHoo shall have no responsibility for the withholding or payment of such taxes or other payments with respect to commissions earned by Affiliate. If, notwithstanding the provisions of this paragraph, any such taxes or payments ever are assessed against uHoo, Affiliate shall reimburse uHoo promptly for all sums paid by uHoo, including any interest or penalties. Affiliate must provide all necessary tax documentation as required.

• 3.1uHoo Residential Solution

1. uHoo Caeli
2. uHoo Smart Air Monitor

• 3.2uHoo Trademarks

1. “uHoo” wordmark
2. uHoo logo in horizontal format
3. uHoo logo in square format
4. “Lungs” part of the uHoo logo

The Affiliate agrees to:

1. 4.1Promote uHoo products and services through legitimate channels that are listed in the Affiliate Details, such as social media, blogs, email lists, YouTube, Tiktok, and other content platforms. The more content created and shared, the greater the earning potential.
2. 4.2Market uHoo products honestly and accurately. Affiliate shall not make false claims, misrepresent products, or engage in misleading advertising practices. All marketing materials must be truthful and comply with applicable advertising laws.
3. 4.3Use only uHoo-provided materials and branding guidelines when promoting products. The Affiliate may not use uHoo's trademarks or logos in a manner that could damage the company's reputation or brand identity.
4. 4.4Clearly disclose the affiliate relationship in all promotional materials. Use statements such as "This is an affiliate code" or "I earn a commission from purchases made with this code." Disclosure must follow the rules of each platform (including any paid-partnership or branded-content label it provides) and the advertising disclosure laws of the countries to which the content is directed.

1. 5.1Affiliate confirms that each social media account and other channel listed in the Affiliate Details is owned or controlled by Affiliate, and that all information in the Affiliate Details is accurate and complete.
2. 5.2Affiliate shall promote the Products only through the channels listed in the Affiliate Details, unless uHoo approves an additional channel in writing (email is sufficient). Affiliate shall notify uHoo in writing within seven (7) days of any change of account handle or the addition of a channel.
3. 5.3Affiliate shall not publish, share or submit the unique code on any coupon, deal, voucher or cashback website or app, or use it in paid search advertising on uHoo-related brand terms, without uHoo's prior written consent.
4. 5.4uHoo may review the public content on the listed channels to verify compliance with this Agreement. Where content is false, misleading or does not comply with Section 4, uHoo may ask Affiliate to remove or correct it, and Affiliate shall do so within five (5) business days of the request.

1. 6.1uHoo will collect, use and store the personal information Affiliate provides under this Agreement, including the information in the Affiliate Details, only to administer the affiliate program. This includes verifying ownership of channels, attributing sales to the Affiliate's unique code, processing commission payments, meeting tax and legal obligations, and preventing fraud, in accordance with uHoo's Privacy Policy [insert Privacy Policy URL] and applicable data protection laws.
2. 6.2Affiliate consents to this collection, use and storage, including the transfer of that information to countries other than Affiliate's country of residence, and shall keep the information accurate and up to date. Affiliate may request access to, or correction or deletion of, their personal information by writing to uHoo, subject to uHoo's right to retain information required for legal, tax or accounting purposes. Withdrawal of consent may mean Affiliate can no longer participate in the program

1. 7.1Either party may terminate this Agreement with thirty (30) days written notice.
2. 7.2uHoo reserves the right to immediately terminate this Agreement if Affiliate (i) is deemed unfit by uHoo at uHoo’s sole discretion to be as such upon signing up to be an affiliate; (ii) engages in fraudulent activity; (iii) violates applicable laws; or (iv) makes false claims about the products, or damages uHoo's reputation.
3. 7.3Upon termination, the Affiliate's code becomes inactive, and no further commissions shall be earned. uHoo shall pay any accrued commissions according to the payment schedule outlined in Section 4, provided all obligations have been met.

1. 8.1uHoo's total liability under this Agreement shall not exceed the total commissions earned by the Affiliate in the three (3) months preceding the claim. uHoo shall not be liable for any indirect, incidental, consequential, or punitive damages arising from this Agreement.

1. 9.1All uHoo trademarks, logos, content, and materials remain the exclusive property of uHoo. Any and all business ideas, materials, procedures, policies, plans, and any other work product as may be submitted to Affiliate by uHoo during the term of this Agreement and which pertain directly or indirectly to the business of uHoo, shall belong to and be deemed to be the intellectual property of uHoo.
2. 9.2The Affiliate grants uHoo permission to use any marketing materials, testimonials, or mentions created by the Affiliate in connection with the promotional activities for promotional purposes.

1. 10.1This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of law principles. Any disputes arising from this Agreement shall be resolved through binding arbitration administered by the Hong Kong International Arbitration Centre.
2. 10.2Affiliate shall be considered an independent contractor at all times with respect to its relationship with uHoo. Nothing contained in this Agreement shall be deemed to create the relationship of employer and employee, master and servant, principal and agent, franchiser and franchisee, or partnership or joint venture between the Parties. None of Affiliate’s employees or agents shall be considered as the employees or agents of uHoo. Affiliate shall be solely responsible for the acts and omissions of any of its employees and agents, and uHoo shall have no liability or responsibility whatsoever in connection therewith.

1. 11.1This Agreement, together with any other documents incorporated herein by reference, constitutes the entire Agreement between the Parties hereto pertaining in any manner to the subject matter hereof and contains all of the undertakings between the Parties with respect to said subject matter. Any and all prior or contemporaneous written or oral agreements between the Parties pertaining in any manner to the subject matter of this Agreement are superseded and canceled by this Agreement
2. 11.2This Agreement may not be modified, supplemented or amended, except by an instrument in writing executed by both Parties.

1. 12.1By signing below, both parties acknowledge that they have read, understood, and agree to be bound by all terms and conditions of this Affiliate Agreement.