加入 Flow 聯合行銷計劃：輕鬆賺 5% 佣金

超過 500 間合作酒店及共享空間，於各大城市設立據點，提供創新靈活的時段預約服務給超過 100k 會員。 有效幫助創作者融入計劃、提高收入！

作為 Flow 聯合行銷伙伴, 我們會因應由你專屬連結所得的訂單向你支付佣金。xx日內任何顧客經你網站前往Flow並完成預訂, 即會生成佣金

我們暫時只接受當地銀行轉帳。

佣金將於訂單確認及入住或兌換（如適用）後的第2個月的15號或之前支付（例如訂單於1月確認，於2月入住或兌換，該筆佣金將於4月15日或之前支付）。佣金會於每月結算及支付一次。

當你的帳戶達到最低佣金支付金額，我們會以下列其中一種貨幣和相應的支付方式（視乎你提供的銀行帳戶）向你支付：

若未達最低佣金支付金額，佣金金額餘額將結轉至下個月，直到達到最低佣金支付金額；或你可選擇並通知我們提前結算佣金金額，你將承擔由此產生的任何額外銀行費用，該費用將直接從佣金支付中扣除。

我們將為你提供 Affiliate ID，你應將其包含在你網站或營銷資料上的所有連結中。我們將透過 Affiliate ID 以記錄來自你連結的用戶及訂單數量。

（我們使用「last click attribution」為基礎，Cookie 期限為 7 天。）

This Affiliate Partner Agreement (the “Agreement”) is entered into by and between you (the (“Affiliate”) and us (“Flow”). Flow and the Affiliate may be referred to individually as a “Party”, or collectively as “Parties”.

By signing up and joining Flow Affiliate Program, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you should not proceed with joining Flow Affiliate Program.

We reserve the right to update and change any part of this Agreement from time to time, effective upon posting an updated version of this Agreement at https://app.flowtheroom.com/hk/en/promotions/flow-affiliate-program. If we make any material changes to this Agreement, we will notify you by email or via the Affiliate Account Portal. Continued participation in Flow Affiliate Program after any such changes shall constitute your consent to such changes. If you do not agree to such changes, you may choose to terminate this Agreement as describe herein.

WHEREAS:

(A) Flow operates the Flow Booking Platform and the Flow Affiliate Program;

(B) the Affiliate owns, controls, hosts, and/or operates the Affiliate Website(s); and

(C) the Affiliate intends to participate in the Flow Affiliate Program as an affiliate partner,

IT IS HEREBY AGREED as follows:

DEFINITIONS AND INTERPRETATION

In addition to terms defined elsewhere in this Agreement, the following definitions shall apply throughout this Agreement:

“Adjustment Event” means any event which causes an adjustment to the amount of the Materialized Transaction, including but not limited to chargebacks, credit card fraud, cancellations, and/or refund payments;

“Affiliate” and “you” means the individual or entity, other than Flow, entering into this Agreement and participating in Flow Affiliate Program.

“Affiliate Account Portal” means https://flow.postaffiliatepro.com/affiliates or other tools where Flow may provide the Affiliate with Affiliate ID, Links, Permitted Promotional Content, and other information for the Affiliate to use or view in order participate in the Flow Affiliate Program.

“Affiliate Group” means, where the Affiliate is a corporate entity, the group of companies or entities which are, or are under the direct or indirect control of, the ultimate holding company or shareholder(s) of the Affiliate.

“Affiliate ID” means the unique identifier, assigned by Flow to the Affiliate, to be used within a URL parameter structure for the purpose of tracking Links.

“Affiliate Website” means any website directly or indirectly owned, controlled, hosted, and/or operated by the Affiliate, or companies within the Affiliate Group.

“Black Hat Technique” means any attempt to redirect search results to particular target pages in manner that violates Spamming Regulations, including but not limited to keyword stuffing, cookie stuffing, hidden text and links, doorway and cloaked pages, link farming, and blog comment spam.

“Cloaking” means a Black Hat Technique in which content presented to a search engine is different from that which the search engine subsequently presents to a user’s browser, for the purpose of deceiving the search engine to display pages which would not otherwise be displayed, including but not limited to the doorway page technique and the Open Directory Project web directory.

“Connections” means all links, landing pages, extensible markup language feeds, deep links and/or hyperlinks which are created, hosted and/or maintained by Flow.

“Content” means all information, descriptive or otherwise, of Services available on the Flow Booking Platform, including but not limited to product information and descriptions, guest reviews, meta data, and cancelation or no-show policies and general terms of the Operator and photos, video, pictures, blogs including any updates, modifications, replacements, additions or amendments.

“Customer” means a visitor of the Affiliate Website(s) who subsequently completes a booking for the Services on the Flow Booking Platform.

“Customer Data” means all information identifying or otherwise relating to Customers, including but not limited to names, addresses (including email addresses), credit card details, and such other confidential and private information relating to a Customer.

“Double Serving” means creating or otherwise making available multiple ads on the same results page of a search engine, for the purpose of directing traffic to similar websites or pages with similar content.

“Intellectual Property Right” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (including all top-level domain variants) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

“Flow”, “we”, “us”, and “our” means Flow Travel Technology Limited, a company incorporated in Hong Kong.

“Flow Affiliate Program” means the affiliate marketing program operated by Flow that enables the Affiliate to earn Commission.

“Flow Booking Platform” means the Internet and Mobile Booking Platform located at app.flowtheroom.com or any other platform that may exist in the future, whereby bookings can be made for the Services.

“Flow Brands” means any term or keyword which is identical or similar to any Flow terms, including but not limited to any variations, translations, misspellings and singular/plural forms, with or without any associated Internet domain names.

“Flow Competitor” means any direct or indirect competitor of Flow or its group companies.

“Link” means any embedded icon, object, graphic, or text within a web page or email that consists of a hypertext pointer to the URL address of Flow on the Affiliate Website(s).

“Materialized Transaction” means any reservation made by a visitor through the Affiliate Website(s), for Services offered on the Flow Booking Platform, which has resulted in the actual provision of Services to a Customer as confirmed by the relevant Operator.

“Materialized Revenue” means the monthly revenue (net of discounts) generated from Materialized Transactions.

“Operator” means the party providing the Services listed on the Flow Booking Platform.

“Operator Brands” means any term or keyword which is identical or similar to any trademarks or trade names, registered or unregistered and including any variations, translations, misspellings and singular/plural forms, belonging to or owned by any Operator.

“Paid Search” means any form of online advertising that ties the presentation of an ad to a specific, keyword-based search request.

“Permitted Promotional Content” means any content, information, code (including promotional codes), tools or images provided by Flow to the Affiliate for the purposes of this Agreement.

“Predatory Advertising” means any method to create or overlay links and banners on websites, spawn browser windows, or to generate traffic from a website without that website owner’s knowledge, permission, and/or participation.

“Restricted Content” means all Content other than the Permitted Promotional Content.

“SEM” or “Search engine marketing” means any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of search engine optimization, paid placement, contextual advertising or paid inclusion.

“SEO” or “Search engine optimization” means any process of improving the volume or quality of traffic to a web site or a web page from search engines via search results, organic or otherwise, and/or realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords.

“Services” means all products and services offered on the Flow Booking Platform, including but not limited to hotels, co-working spaces, activities, and experiences.

“Spamming Regulations” means any and all policies, regulations, restrictions or obligations as from time to time prescribed, declared applicable, or announced by Third Party Platforms which (i) prohibit or prevent Double Serving, Cloaking or any similar technique or method, or (ii) contain such further restrictions or regulations in respect of spamming or preserving a unique user experience.

“Third Party Platforms” means any third-party search engine (marketing provider), meta-search engine, search engines spiders, travel search sites, price comparison sites, social networking communities, browsers, content sharing and hosting services and multimedia blogging services or other similar channels or other forms of traffic hosting media, whether online or offline.

AFFILIATE PARTNERSHIP

Non-exclusive affiliate partnership

(a) Subject to the terms of this Agreement, Flow hereby appoints the Affiliate as a non-exclusive affiliate partner.

(b) Flow shall permit the Affiliate to promote the Services on the Affiliate Website(s) as appropriate, and without any charge.

(c) Subject to the performance of the Affiliate’s obligations to Flow’s satisfaction, Flow will pay the Affiliate in the manner set out in Clause 3.

Customer service issues

(a) Flow shall provide appropriate customer services to, and for the benefit of, Customers.

(b) The Affiliate shall promptly refer and/or forward all customer service-related issues and questions in respect of the Services, the consummation of bookings and all other relevant issues, complaints, and questions directly to support@flowtheroom.com, and shall not further engage any Customer in this regard.

Connections, Links and/or Permitted Promotional Content

(a) Flow shall provide the Affiliate with such Connections, Links and/or Permitted Promotional Content as deemed appropriate by Flow.

(b) The Affiliate shall, as soon as practically possible and at its own cost, integrate and/or display such Connections, Links and/or Permitted Promotional Content on the Affiliate Website(s) to maximize traffic to Flow Booking Platform.

(c) The Affiliate shall only use such Connections, Links and/or the Permitted Promotional Content in a lawful manner, for the purposes of promoting the Flow Booking Platform, and in accordance with this Agreement.

(d) The Affiliate shall not exploit or use the Permitted Promotional Content for any purpose or in any manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement.

(e) The Affiliate shall not, without Flow’s prior written consent, make visual modifications to the Permitted Promotional Content, or use any Content other than the Permitted Promotional Content to fulfil its obligations under this Agreement.

(f) The Affiliate shall not corrupt, modify, disable, sell, redistribute, sub-license, or transfer Links and/or the Permitted Promotional Content.

Use of the Affiliate ID

(a) The Affiliate shall ensure that all Links used on the Affiliate Website(s) include the Affiliate ID.

(b) The Affiliate acknowledges that:

(i) the removal or modification of the Affiliate ID from any such Link will prevent Flow from accurately attributing Customers referred from any Affiliate Website(s); and

(ii) Flow will not pay Commission for Materialized Transactions from Customers referred via Links with missing or incorrect Affiliate IDs.

COMMISSION

Flow will pay the Affiliate a commission based on monthly Materialized Revenue (the “Commission”). Commission is computed on booking price Excluding taxes.

All Materialized Transactions will be attributed on a “last click attribution” basis, with a 7-day cookie period. Where any such transaction is attributable to and/or completed with both Flow-paid SEM cookies and the Affiliate’s Affiliate ID, such transaction will not be considered a Materialized Transaction.

The Commission is determined by a percentage of Materialized Revenue depending on the Services from which the Materialized Revenue is derived (the “Commission Rates) as below, or as otherwise indicated in the Affiliate Account Portal.

Services

Commission Rate

Hotel 5%

Workspace5%

Meeting Room 5%

Party Rooms 5%

The Commission will be payable to the Affiliate no more than 90 days after each Materialized Transaction (the “Validation Period”), provided the applicable Customer does not cancel the same transaction within the Validation Period.

Flow or the Affiliate Account Portal will determine the currency in which Flow pays the Commission, as well as the applicable currency conversion rate.

The Affiliate will be paid via any one of the following payment methods depending on the currency determined, provided always that a minimum commission payout (the “Minimum Commission Payout”) has been met:

Currency

Payout Method

Minimum Commission Payout

HKD

Local Bank Transfer

US$20

SGD

Local Bank Transfer

US$20

MYR

Local Bank Transfer

US$20

In order to receive Commission payment, the Affiliate must provide a valid and up-to-date payment method in the Affiliate Account Portal.

If the Affiliate does not achieve the Minimum Commission Payout:

the balance Commission amount will be carried forward until the Minimum Commission Payout is reached; or

the Affiliate may elect to settle payment by bearing all additional processing fees generated, which will be deducted from the Commission payment directly.

If, after the payment of any Commission, Flow is notified of any Adjustment Event(s) affecting the Materialized Revenue on which any such Commission payment (the “Original Payment”) is based on, Flow shall recalculate the amount of the Commission payment by taking such Adjustment Event(s) into account (the “Recalculated Payment”), and the difference between the Recalculated Payment and the Original Payment (the “Difference”) will be reflected in the next Commission payment to the Affiliate.

The Affiliate hereby authorizes Flow to deduct any such relevant amounts from the next Commission payment.

If the Difference results in a negative balance in the next Commission amount (“Negative Balance”), the Negative Balance will be carried forward to future Commissions until Flow has received the Difference from the Affiliate.

Unless otherwise specified herein or agreed in writing, the Affiliate shall bear any and all bank charges and/or additional fees arising from the payment of the Commission (including but not limited to those arising from any incorrect information provided by the Affiliate). The Affiliate hereby authorizes Flow to deduct any such relevant amounts from the next Commission payment.

The Affiliate is responsible for any taxes that may be due on the services provided by the Affiliate. In no case will any additional compensation be paid to the Affiliate for taxes. The Affiliate is responsible for keeping all relevant information pertaining to any such tax accurate and up to date. If the withholding of any tax is required in respect of any payment to the Affiliate, Flow will:

(a) withhold the applicable amount from such payment; and

(b) pay such amount to the relevant authorities in accordance with any applicable laws.

Flow’s systems, books, and records shall be final and conclusive evidence in respect of all Commission amounts due to the Affiliate under this Agreement.

Apart from a monthly statement of the Materialized Transactions, Flow shall not be required to provide the Affiliate with any invoices, orders, or other related documents in connection with the Commission or the Materialized Transactions.

COVENANTS AND UNDERTAKINGS

Performance of the Affiliate Website(s)

The Affiliate shall duly and diligently maintain and adjust the contents of the Affiliate Website(s) and shall keep the Affiliate Website(s) up- to-date and accurate.

The Affiliate shall promptly correct any errors or omissions on the Affiliate Website(s), including those notified by Flow.

Influence on Flow’s Relationship with Operators

The Affiliate shall not to take, or omit to take, any action which may affect Flow’s relationship with the Operators. The Affiliate agrees not to cause or permit to be done anything which may cause Flow to be excluded from the process of booking with any Operator.

The Affiliate shall not badmouth, or otherwise comment in a negative or detrimental manner on, the business of Flow.

The Affiliate shall not persuade, induce, or attempt to induce any Operator to terminate its contract with, or otherwise reduce its dealings and business with, Flow.

Use of the Content and the Flow Booking Platform

(a) The Affiliate shall not scrape, or otherwise programmatically evaluate and extract information from, any part of Flow Booking Platform.

(b) The Affiliate shall not make any static copy of the Content or any part of the Flow Booking Platform, including but not limited to customer reviews.

(c) The Affiliate shall not make any bookings for the Services on the Flow Booking Platform or Affiliate Website(s), whether owned by the Affiliate or another affiliate partner, for the purpose of reselling such booking or reservation to or for the benefit of a third party.

(d) The Affiliate shall not use, exploit or otherwise employ, directly or indirectly, any Third Party Platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Affiliate could reasonably expect that any such actions fall under the scope of this Agreement.

Goodwill and Brand Protection

(a) To protect the products, services, brand and goodwill of Flow, the Affiliate hereby covenants, undertakes and warrants for the term of this Agreement that:

(i) the Affiliate Website(s) are, and shall remain, sufficiently and substantially distinct and different from the Flow Booking Platform save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement, as determined by Flow in its sole discretion.

(ii) all logo(s) used on the Affiliate Website(s) are, and shall remain, distinctly different from Flow’s logo, save for any logos that may be provided by Flow for use by the Affiliate under or pursuant to this Agreement; and

(iii) it shall not, in any way, imitate or copy the Flow Booking Platform in general or in respect of certain features, pages, form, composition or aspects.

(b) The Affiliate shall not, and shall procure that the companies within the Affiliate Group shall not, whether directly or indirectly, bid on, register, acquire, use, purchase or obtain Internet domain names which incorporate any word or words which are identical, or confusingly or substantially similar to Flow Brands or any variations, translations or misspellings thereof for any purpose.

Web Traffic

(a) The Affiliate shall not use Predatory Advertising to direct traffic away from any website owned or operated by Flow or any of its related companies.

(b) The Affiliate shall ensure a reasonable look-to-book ratio and avoid directing excessively low-quality traffic to the Flow Booking Platform, as reasonably determined by Flow.

(c) If the Affiliate sends excessively low-quality traffic volumes to the Flow Booking Platform, Flow may suspend the Affiliate at its sole discretion, without prejudice to other remedies as set out in this

Agreement, including termination and forfeiture of the Commission.

Intellectual Property Rights

The Affiliate acknowledges that:

(i) Flow and/or its licensors shall retain ownership of all rights, titles and interest in and to all Connections, Links, Permitted Promotional Content, and Intellectual Property Rights of Flow or embodied in the Flow Booking Platform, including but not limited to the Flow logo and the Content; and

(ii) nothing in this Agreement shall be deemed to transfer any right, title or interest in the Connections, Links, Permitted Promotional Content, and/or the Intellectual Property Rights of Flow to the Affiliate in any way.

(b) The Affiliate shall not disclose, integrate, include, use, combine, exploit, incorporate, or otherwise make the Permitted Promotional Content or any part thereof available:

(i) with its own content and/or the content of any Flow Competitor or Operator;

(ii) to or for the benefit of itself, save for the enabling of the Services and the Flow Booking Platform in accordance with the terms of this Agreement, or any Flow Competitor, including the Operator, whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party; and/or

(iii) for any other purpose or in any other manner and/or on or through Third Party Platforms, except as expressly provided for in this Agreement.

(c) The Affiliate shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the Permitted Promotional Content.

(d) Flow does not explicitly or tacitly waive or forfeit any of its rights to which it is entitled by any law, contract or otherwise in respect of the Flow Intellectual Property Rights vis-à-vis the Affiliate or other third parties.

Spamming Regulations

(a) The Affiliate shall not directly or indirectly apply, use or engage in any technique or method set out in any Spamming Regulations.

(b) The Affiliate covenants, undertakes, and warrants to promptly adhere to, observe, and comply with all applicable Spamming Regulations and all reasonable requests made by Flow in this respect, for the purpose of avoiding breaches of any such Spamming Regulations by Flow or the Affiliate.

The Affiliate agrees and acknowledges that the restrictive covenants and undertakings set out in this Clause 4 are reasonable and of material importance to Flow, in particular for:

(a) its willingness to enter into this Agreement with the Affiliate and make the Services, the Permitted Promotional Content and the Flow Intellectual Property Rights directly or indirectly available to the

Affiliate; and

(b) the protection of goodwill, product, service, and market reputation of Flow.

The Affiliate agrees and acknowledges that all covenants and undertakings set out in this Clause 4 shall:

(a) be promptly, duly, and diligently complied with by the Affiliate; and

(b) also apply to each member of the Affiliate Group, and the Affiliate procures, warrants, and undertakes that all such members observe, adhere to, comply with, and act in accordance with such covenants and undertakings.

Compliance, Injunctive Relief and Further Remedies

Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Affiliate of its obligations under this Clause 4, the burden of proof is carried by the Affiliate. In other words, Flow carries the benefit of assumption and the Affiliate needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

The Affiliate agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by Flow, Flow shall be entitled to postpone or suspend its obligations under this Agreement, including but not limited to the offer of the Services, Flow Booking Platform. This Agreement may also be immediately terminated without prejudice to Flow’s rights under this Agreement or otherwise.

In the event of a breach of the covenants and undertakings set out under this Clause 4 by or attributable to the Affiliate, Flow shall be entitled to suspension of its obligations (including but not limited to making Commission payments) or termination of this Agreement with immediate effect, notwithstanding the remedies and actions for specific performance, damage compensation or injunctive or equitable relief available by law or contract.

REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party, for the term of this Agreement, that:

(a) it has full corporate power and authority to enter into and perform its obligations under this Agreement;

(b) it has taken all corporate action necessary to authorize the execution and performance of this Agreement;

(c) this Agreement constitutes legally valid and binding obligations, which each Party shall comply with and be bound by; and

(d) it shall use its commercially reasonable efforts to protect and safeguard its respective websites.

The Affiliate represents and warrants to Flow, for the term of this Agreement, that:

(a) it shall not, and shall procure that all members of the Affiliate Group shall not, conduct, undertake, use, perform, or exercise any Paid Search, SEM, or SEO activities, any activity to unfairly influence the results of Third Party Platforms, and/or any other form of online targeted advertising in respect of:

(i) the Services;

(ii) the Flow Booking Platform;

(iii) the Content;

(iv) the Flow Brands;

(v) the Operator Brands, unless the owner of such Operator Brand has given its prior written consent to the Affiliate for the use of that specific Operator Brand;

(vi) the Affiliate Website(s), to the extent that the Paid Search, SEM, SEO or other online targeted advertising activities are related to the offer, booking, or reservation of the Services through the Flow Booking Platform or otherwise, or information in respect of the Services.

(b) the Affiliate Website(s) shall not:

(i) promote or engage in misleading, illegitimate, or fraudulent activities, including but not limited to Black Hat Techniques, Cloaking, and Double Serving;

(ii) violate the intellectual property rights of third parties or applicable Spamming Regulations, public policy, or morals;

(iii) contain or display any inappropriate, improper, or unlawful content, reference, material, information, links or banners, defamatory statements, elements of which violate the privacy of third parties, or are abusive, offensive or obscene;

(iv) copy or resemble the design, domain names (including sub-domains), look and feel of, or create the impression that it is part of the Flow Booking Platform or any website operated by an affiliate or subsidiary of Flow;

(v) otherwise be of an inappropriate nature;

(c) it holds and has complied with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing its operations and business; and

(d) it has all necessary rights, title to, power, and authority to own, operate, and use the Affiliate Website(s), and to include the applicable Links and/or Connections on the Affiliate Website(s).

Except as otherwise expressly provided for in this Agreement, neither Party makes any representation or warranty, express or implied, in connection with the subject matter of this Agreement and hereby disclaims any and all implied warranties, including all implied warranties of merchantability or fitness for a particular purpose regarding such subject matter. Flow provides the Flow Booking Platform and the Services on an “as is” and “as available” basis and does not guarantee uptime.

Each Party acknowledges the difficulties inherent with the use of the Internet, including but not limited to the varying speeds and congestion in the network that can cause interruptions and difficulties in accessing the Flow Booking Platform or the Affiliate’s Website(s).

INDEMNIFICATION AND LIABILITY

Neither Party shall be liable to the other Party for any losses suffered or incurred by the other Party under this Agreement, whether in contract, tort, or otherwise, arising from or in connection with any:

(a) loss of production, profit, anticipated savings, revenue, contract, business opportunity;

(b) loss or damage to goodwill or reputation;

(c) loss or damage resulting from third party claims; or

(d) any indirect, special, punitive, incidental or consequential damages or losses.

Notwithstanding Clause 6.1, nothing in this Agreement shall exclude or limit either Party’s liability for:

(a) death or personal injury resulting from the negligence of either Party or their servants, agents or employees;

(b) fraud or fraudulent misrepresentation;

(c) misuse of Confidential Information; or

(d) payment of sums properly due and owing to the other Party arising from normal performance of this Agreement.

Subject to Clauses 6.1 and 6.2, the Affiliate shall be liable towards, compensate, indemnify and hold Flow harmless from all claims, damages, losses, liabilities, obligations, costs and expenses (including, without limitation, legal costs) arising from or in connection with the Affiliate’s negligent or wilful breach of this Agreement.

To the extent that Flow is found to be liable to the Affiliate under this Agreement, such liability shall be limited to the total amount of Commission paid to the Affiliate within the six (6) month period immediately preceding the date of the act or omission giving rise to such liability.

In the event of a third-party claim, the indemnified Party shall promptly notify the other Party and the Parties shall act together in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defence and/or settlement of such claim, whereas the indemnifying Party shall be entitled to take over a claim and assume the defence and settlement.

TERM, TERMINATION AND SUSPENSION

The term of this Agreement will begin upon our acceptance of your application and your joining FLOW Affiliate Program, for as long as you participate in Flow Affiliate Program, until terminated.

Both you and Flow may terminate this Agreement on thirty (30) days written notice to the other party.

Flow may terminate this Agreement with immediate effect, and/or suspend payment of Commission to the Affiliate, if:

(a) no activity is detected on the Affiliate Website(s) for any period of six (6) months or more;

(b) the Affiliate breaches, or suspects the Affiliate of breaching, Clause 5.2 of this Agreement;

(c) the Affiliate materially breaches any other clause of this Agreement;

(d) any step is taken to appoint a receiver, a controller, a liquidator, a provisional liquidator, an administrator or other similar person of the whole or any part of the Affiliate’s assets, undertakings or business;

(e) an event constituting a change of control in respect of the Affiliate occurs or is likely to occur.

Flow may forfeit all outstanding payments due to the Affiliate, including but not limited to Commission, if this Agreement is terminated in accordance with Clause 7.2(b).

Upon termination:

(a) Flow shall, subject to Clause 7.3, pay to the Affiliate any outstanding Commission up to the date of termination, within thirty (30) days from the date of termination; or

(b) the Affiliate shall, if a Negative Balance exists, make payment of the outstanding Difference to Flow within fourteen (14) days from the date of termination.

The Affiliate shall immediately remove any and all links to the Flow Booking Platform, all Flow-related content, links, banners, logos, and other references to Flow upon termination of this Agreement.

Termination of this Agreement is without prejudice to Flow’s rights and remedies in respect of indemnification or a breach by the Affiliate of this Agreement.

Clauses 4.2, 4.3(a), 4.3(b), 4.3(c), 4.4, 4.5, 5.2(a), 7.5, 8, 9, and 10 shall survive the termination of this Agreement.

CONFIDENTIALITY AND DATA PROTECTION

Each party shall keep strictly confidential all non-public information obtained by it pursuant to, or as a result of, entering into or performing this Agreement (“Confidential Information”). Confidential Information includes, but is not limited to, Customer Data.

The obligations of confidentiality under this Clause 8 shall not apply:

(a) if such information subsequently enters into the public domain through no default of either Party; and

(b) to any disclosure made in accordance with relevant laws or regulations, any court order, or under an applicable governmental body.

Notwithstanding the foregoing, each Party may disclose Confidential Information to its employees, affiliates, advisers, or consultants, but only on a need-to-know basis.

Each Party shall:

(a) use commercially reasonable efforts to safeguard the confidentiality of Confidential Information and Customer Data, and to protect it from unauthorized use and disclosure;

(b) comply with all applicable data protection laws and regulations in relation to Customer Data; and

(c) have a privacy policy accessible to customers that describes the manner in which it protects and uses Customer Data;

The Affiliate must notify Flow of any security breach without undue delay and, in any case, not exceeding forty-eight (48) hours after the Affiliate’s discovery of the breach.

MISCELLANEOUS

Notices

(a) All notices and communications in connection with this Agreement can be delivered to Flow in writing or electronic form to the following address:

Flow Travel Technology Limited

Attn: Affiliate Manager

Email: affiliate@flowtheroom.com

Room C, 22/F, Tower A, Capital Tower, 38 Wai Yip Street, Kowloon Bay, Hong Kong

(b) Any notice or communication to be provided to the Affiliate under this Agreement can and shall also be validly sent to the email address as provided by the Affiliate.

No Partnership.

Nothing in this Agreement shall be construed to constitute a partnership or employment between the parties.

Entire Agreement

(a) This Agreement and all applicable information on the Affiliate Account Portal constitute the entire agreement between the Parties and supersedes any previous agreement and representations made between the Parties relating to the subject matter of this Agreement.

(b) In the event there is any conflict between this Agreement and any other agreements executed by the Parties, this Agreement and its terms shall prevail.

Assignment and Third-Party Beneficiaries

Neither Party shall be entitled to assign, transfer, or encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other Party, provided that Flow may assign, transfer, encumber any of its rights and/or the obligations under this Agreement to an affiliated company without the prior written consent of the Affiliate.

Severability

If any of the provisions of this Agreement is adjudged to be illegal or unenforceable, the remaining part of this Agreement shall continue in full force and effect.

Force Majeure

(a) Neither Party will be liable to the other for any delay or non- performance of its obligations under this Agreement arising from any cause or causes beyond its reasonable control, including but not limited to any act of God, of government or regulatory authority, war, fire, flood, explosion, or civil commotion, or failure of the Internet. If such delay or non-performance arising from such cause or causes persists for more than ninety (90) days, either Party may terminate this Agreement on written notice to the other without incurring any further liability under its terms.

(b) For the avoidance of doubt, if any, the failure to obtain the approval or the withdrawal of approval from the relevant government authorities or other governing bodies shall not be considered a Force Majeure Event.

Independent Evaluation

(a) The Affiliate has read and independently evaluated all terms of this Agreement and the desirability of participating in the Flow Affiliate Program, and is not relying on any representation, guarantee or statement other than the terms set forth in this Agreement.

(b) The Affiliate understands that Flow may, at any time, solicit referrals from customers and/or other affiliate partners on terms that may differ from those contained in this Agreement, or operate

websites that are similar to or compete with the Affiliate Website(s).

GOVERNING LAW & JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, the laws of the Hong Kong Special Administrative Region. The Parties hereby submit to the non-exclusive jurisdiction of the courts of the Hong Kong Special Administrative Region.