Effective Date: April 16, 2023 ・ Primary Website: www.guidde.com
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THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": Guidde Inc. and its affiliates and subsidiaries . Our website is available here: https://www.guidde.com/. The Agreement is a legal document between you, as the person or entity accepting this Agreement and the Company. This Agreement covers Your responsibilities as an Affiliate and Our responsibilities to You. Please ensure You read and understand the entirety of this document, as well as have a lawyer's assistance if You desire
The parties referred to in this Agreement shall be defined as follows:
a. Company: As We describe above, we will be referred to as the Company. Us, We, Our, Ours and other first-person pronouns will also refer to the Company.
b. You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
c. Parties: Collectively Company and You will be referred to as "Parties" or individually as "Party."
d. Affiliate Program: The program We have set up for Our Affiliates as described in this Agreement.
e. Affiliate Application: The fully completed form which must be provided to Us for consideration of Your inclusion in the Affiliate Program.
f. Website: The primary website We have noted above will be referred to as Website.
By submitting an application to Our Affiliate Program, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to Our Affiliate Program. If You are an individual entering into this Agreement on behalf of an organization, You represent and warrant that You are an authorized representatives of such organization with the authority to bind yourself and such organization to this Agreement. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, and any other legal documents which We may have on Our website.
You must be at least 18 (eighteen) years of age to join Our Affiliate Program. By submitting an application to Our Affiliate Program, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. To the maximum extent permitted by law, the Company assumes no responsibility or liability for any misrepresentation of Your age. We do not intend this website to children.
In order to sign up for Our Affiliate Program, You will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: https://www.guidde.com/affiliate/. Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate the applications and We are the sole and exclusive decision-makers regarding Affiliate's acceptance. If We choose not to allow Your inclusion in the Affiliate Program, We will attempt to notify You in a reasonable manner. If You do not hear from Us within a reasonable time frame, please consider Your application rejected. We are not obligated to provide You any explanation for Your rejection, but please be advised that We may reject applicants for any reason or manner, including, but not limited to, a website or social media page which violates Our Acceptable Use Policy (as described below). If Your Affiliate Application is rejected, You may not reapply. If Your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to Your participation. We may also ask for additional information to complete Your Affiliate Application or for You to undertake additional steps to ensure eligibility in the Affiliate Program.
This Agreement does not create an exclusive relationship between You and Us. You are free to work with similar affiliate program providers in any category. This Agreement imposes no restrictions on Us to work with any individual or company We may choose. We are not restricted by this Agreement in any manner with respect to Our offering of products, services, resellers, affiliates, partners or in any other manner.
6.1. After Your acceptance to the Affiliate Program, You must ensure Your account is set up thoroughly, including specific payout information and location (such as a bank or online account which We may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement. We will provide You with access to the affiliate management platform via a specific link or links which correspond to certain products We are offering for sale (collectively, the "Link"). The Link will be keyed to Your identity and will send online users to the Company's website or websites. Only during the term of this Agreement, Affiliate shall be allowed to use and display, on a non-exclusive basis, to customers who desire to acquire our products and services on its Affiliate Site. You hereby agree to fully cooperate with Us regarding the Link and that You will explicitly comply with all of the terms of this Agreement for the promotion of the Link at all times. We may modify the specific link or links at our sole discretion and will use reasonable efforts to notify You if We do so (email or online publication shall suffice). You agree to only use Links which are prior approved by Us and to display the Link prominently on Your website or social media page, as described in Your Affiliate Application, which are approved in advance by Us (collectively, the "Affiliate Site"). At any moment, We can notify you that the Link shall not be displayed any more in any Affiliate Site at our sole discretion and You should immediately comply with such instructions. Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and We determine it is a Qualified Purchase, as described below, You will be eligible to receive a Commission (as described below).
6.2. Affiliate acknowledges, represents, warrants and covenants that Affiliate (a) shall conduct business in a manner that reflects favorably at all times on Our services and Our good name, good will, and reputation; (b) shall avoid false, deceptive, misleading, or unethical practices that are or might be detrimental to Us, its products and services or the public; (c) shall not make any representation, warranty, and/or guarantee to the customers or to other third parties with respect to the specifications, features, warranties or capabilities of Our products and services that are inconsistent with or are in addition to those published by Us and/or the Link (and if Affiliate makes any such representation, warranty, and/or guarantee to the public, then without limiting Our other remedies available hereunder or under applicable law, Affiliate is solely responsible and liable for any such representation, warranty, and/or guarantee); (d) has the unrestricted right and authority to enter into and perform this Agreement; (e) has does not need consent of any other person or entity is needed to enter into this Agreement and/or utilize the Links, as contemplated hereunder; (f) obtained and will maintain any and all consents, approvals, licenses or other authorizations necessary for the performance of its obligations hereunder; (g) Affiliate shall comply at all times with any and all applicable laws and regulations, including, without limitation, privacy laws. Affiliate shall be responsible for its own Affiliate Site's users and to make clear to such users of the Affiliate Sites that they are registering to purchase Our products and services; and (h) shall only promote / publish the Link in the Affiliate Sites (as allowed under this Agreement and further elaborated below).
6.2. You shall use commercially reasonable efforts to market, promote, and distribute the Link in the Affiliate Sites for the purpose of attaining the highest volume of clicks, providing broad and positive exposure for the Link in the Affiliate Sites. At all times, You shall enhance your business reputation and interests. These efforts may include without limitation the use of advertising, social marketing, and other customary marketing techniques. You further agree to place Company’s logo on the partner section of the Affiliate Sites in equal to or greater position as other vendor logos [Moran – do you want to leave this in?]. Unless otherwise agreed by the Parties all costs relating to marketing and distribution of the Link and the Affiliate Sites shall be borne solely by You. Notwithstanding anything to the contrary, You shall not present yourself or allow any third party to present as "Guidde" and you shall not mislead any user to believe thar you are "Guidde".
We will determine whether payout is permissible in Our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement at our sole discretion. Processing and fulfillment of orders will be Our responsibility. We will also provide real-time data regarding Your account with Us through the portal on which You log into the website.
As described above, in order to be eligible for payout, user purchases must be "Qualified Purchases." Qualified Purchases:
a. Must not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through Your specific Affiliate Link);
b. May not be purchased by an already-existing customer, client, partner or affiliate of the Company;
c. May not be purchased by an already-existing leads and/or potential customer, client, partner or affiliate of the Company, with whom the Company is already in negotiations and/or discussions;
d. May not be purchased prior to the Affiliate joining the Affiliate Program;
e. May only be purchased through a properly-tracking Affiliate Link;
f. May not be purchased by a customer in violation of any of Our legal terms or Acceptable Use Policy;
g. May not be fraudulent in any way, in the Company's sole and exclusive discretion; and/or
h. May not have been induced by the Affiliate offering the customer any coupons or discounts.
8.1. Commission. In consideration for services rendered by Affiliate hereunder, Affiliate shall be entitled to a commission in an amount equal to 30% of Net Revenues (as defined below) generated from a Qualified Purchase (“Commission”) as set forth hereunder. The Commission shall become due and payable 30 days following the end of the month in which such Net Revenues were actually received by Company and shall be paid against receipt of invoice. The commission is limited to the customer's first year. Enterprise plans are excluded from the commission payment.
8.2. Payouts will only be available when the Company has Your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form and other relevant information. Accounting information may include the routing and account number of a bank where You wish to post a direct deposit or may include an email address for an online method of payment.
8.3. Currently, the Company employs the following methods of payout: Paypal or wire transfer.
8.4. For any changes in Your address or accounting information, You must notify Us immediately and We will endeavor to make the changes to Your payout information as soon as possible.
8.5. We explicitly reserve the right to change payout information in Our sole and exclusive discretion. If We do so, You will be notified.
8.6. Payouts are also subject to the following restriction: Payouts are only available after You have been working with Us at least the following amount of time: At the end of each quarter.
8.7. For any disputes as to payout, the Company must be notified in writing within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.
8.8. All payments are inclusive of all taxes or charges of any kind, including without limitation excise, sales, use or value-added taxes, customs or other import duties, or other taxes, tariffs or duties incorporated on such Company’s products, services or any component thereof. Affiliate will be responsible for paying the applicable taxes. If applicable laws require the withholding of such taxes, Company will deduct the taxes from the related payment otherwise due Affiliate, and such taxes shall be paid to the proper taxing authority.
8.9. The Commission payments to Affiliate set forth herein shall be in the currencies paid to Company in the Qualified Purchase or any other currency to be agreed upon between the parties.
8.10. Each Party shall bear all its own expenses incurred in rendering performance of this Agreement.
8.11. Other than the consideration specified in this Section 8, which consideration constitutes full consideration for the services rendered hereunder, Affiliate will not be entitled to any other consideration for rendering the services hereunder.
8.12. For purposes hereof, “Net Revenues” shall mean the net cash proceeds actually received by Company under a Qualified Purchase, which are not subject to any contingency, during the shorter period of the following: (i) the initial 1 year period of such Qualified Purchase, except in the event of termination for Affiliate’s breach, at which case, the period ending on the date of termination for breach; or (ii) the actual period of such Qualified Purchase. Net Revenues shall exclude: (a) any charges and related expenses that are based on actual costs pertaining to the transaction such as insurance, travel, accommodation, per diem allowance, export and import taxes, excise taxes and/or value-added tax, as applicable; (b) any reimbursements or refunds to which a customer may be entitled to with respect to a customer; and (c) any related service, support and maintenance fees.
9.1. You may log into Your account with Us to review reports related to Your affiliation, such as payout reports and qualified click and/or purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by You in real-time and therefore may be subject to change prior to payout.
10.1. The term of this Agreement will begin when We accept You into the Affiliate Program. It can be terminated by either Party at any time with or without cause upon 30 days written notice to the other Party.
10.2. Either Party may terminate this Agreement, termination for cause, at any time if the other Party is in default with respect to any provision of this Agreement (including without limitation, the performance of services hereunder) and such failure or default continues unremedied for a period of 14 days after receipt of written notice thereof from the non-defaulting Party.
10.3. You may only earn payouts as long as You are an Affiliate in good standing during the term. If You terminate this Agreement with Us, You will qualify to receive payouts earned prior to the date of termination.
10.4. If You fail to comply the terms of this Agreement or any other legal terms We have posted anywhere on Our website(s) or as otherwise accepted or showed to You, You forfeit all rights, including the right to any unclaimed payout.
10.5. We specifically reserve the right to terminate this Agreement if You breach or violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
10.6. It is hereby clarified that, at the termination of this Agreement, provisions1,5,10,11 [TBD last version] shall survive.
11.1. You agree and understand that the intellectual property owned by the Company includes, without limitation, all copyrights, trademarks, trade secrets, patents, the Link, Our products and services, material and other intellectual property belonging to the Company ("Company IP") and such Company IP belongs to the Company and nothing in this Agreement shall be understood as giving You any right over such Company IP (except the license of section 11.2 below).
11.2. Subject to the limitations listed below, We hereby grant You a non-exclusive, non-transferable, revocable license to access Our websites in conjunction with the Affiliate Program and use the Company name and logo solely and exclusively in conjunction with identifying Our company and brand on the Affiliate Site to send customers to the Affiliate Links We provide You. You may not modify the Company name and logo in any way and You are only permitted to use the Company name and logo during the term of this Agreement; provided that: (i) You conspicuously indicate in all such media that such names are Trademarks of Company and its licensors, (ii) You complies with Company’s written guidelines and instructions on such use and display, as promulgated by Company from time to time, and (iii) that You submits all such media to Company for Company’s prior written approval. Company and its licensor’s will retain sole ownership of the Trademarks and all goodwill associated therewith or arising out of such marketing activities. Upon termination of this Agreement for any reason, You will immediately cease all use of the Company Links, names and, at the Company’s election, destroy or deliver to Company all materials in your control or possession which bear such names, including any sales literature. You will not (i) challenge any intellectual property rights claimed by Company or its licensors in such trademarks, (ii) adopt, register or use in any manner whatsoever, without Company’s prior express written consent, any name, mark, logo, title, expression, word, symbol or combination thereof, which in any way imitates, resembles or is similar to any of the trademarks.
11.3 We may revoke this license at any time and if We find that You are using the Company name and logo in any manner not contemplated by this Agreement.
11.4. Other than as provided herein, You are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without Our express prior written permission. This includes, without limitation, a restriction on using the Company name and logo in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
11.5. Please be advised that Your unauthorized use of any Company IP shall constitute unlawful infringement and We reserve all of Our rights, including, without limitation, the right to pursue an infringement suit against You in federal court. You may be obligated to pay monetary damages or legal fees and costs.
11.6. You hereby provide Us a non-exclusive license to use Your name, trademarks and servicemarks if applicable and other business intellectual property to advertise Our Affiliate Program.
10.7. Affiliate acknowledges that, from time to time, it may be exposed to certain information concerning Company, Company’s customers, the products and proposed new versions of the products, that is Company’s confidential and proprietary information and that is not generally known to the public (“Confidential Information”). Affiliate agrees that it will take all appropriate steps to protect such Confidential Information from unauthorized disclosure, that it will not disclose such Confidential Information to any third party, and that it will not use any Confidential Information (other than as authorized by this Agreement) without the prior written consent of Company. Affiliate's obligations with respect to Confidential Information shall continue for a period of 5 years from the date of termination of this Agreement, or until such Confidential Information becomes publicly known, other than by breach of this Agreement by Affiliate. Without derogating from any other remedies available under applicable law or agreement, Company shall be entitled to obtain an injunction restraining any violation, further violation or threatened violation of the covenant set forth in this Section 10.7.
a. 12.1. The Company may, from time to time and at any time, modify this Agreement at out sole discretion. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If We materially update or replace the terms of this Agreement, We will let You know via electronic means, which may include an email. If You don't agree to the update or replacement, You can choose to terminate this Agreement as described above. You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of this Agreement.
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
You agree not to use the Affiliate Program or Our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage Our name, goodwill, websites, products, services, or the general business of the Company.
You further agree not to use the Affiliate Program:
1. To harass, abuse, or threaten others or otherwise violate any person's legal rights;
2. To violate any intellectual property rights of the Company or any third party;
3. To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
4. To perpetrate any fraud;
5. To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
6. To publish or distribute any obscene or defamatory material;
7. To publish or distribute any material that incites violence, hate, or discrimination towards any group; and/or
8. To unlawfully gather information about others.
15.1. You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
15.2. We may monitor Your account, as well as clicks and/or purchases coming through Your account. If we determine You are not in compliance with any of the terms of this Agreement, We have the right to immediately terminate Your participation in the Affiliate Program.
15.3. We require all of Our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between You and the Company, be disclosed to consumers.
15.4. We recommend that You seek independent legal counsel to advise You of Our obligations to disclose in this manner. You are required to post a conspicuous notice on Your website regarding the Affiliate Program informing users that you engage in affiliate marketing whereby you receive funds through clicks to affiliate program(s) through the website or through the sale of goods or services on or through the website. You may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
We also require You to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact Your country of residence or Your visitors. Such regulations include, but are not limited to, any applicable laws in the United States and the General Data Protection Regulation of the European Union. We also require that You implement adequate organizational and technical measures to ensure an appropriate level of security for the data that You process. Further, You hereby agree to comply with any requests which We may make to You regarding compliance with the General Data Protection Regulation or requests which You may receive from data subjects. If We find You are not in compliance with any of the requirements of this subpart, We may terminate immediately Our relationship with You at Our sole and exclusive discretion.
You agree not to undertake any of the following actions:
a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of Our websites or services; and
b) Violate the security of any of Our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
c) Notwithstanding anything to the contrary, Affiliate agrees that it shall not generate, facilitate, or encourage any impressions in exchange for any benefit paid, or through any pay-to-click programs, “bots,” or other fraudulent traffic including repeated ad clicks, fake purchases or other kind of incentives used to encourage visitors to click, purchase or to use any other traffic sources or other deceptive software. DATA LOSS
The Company does not accept responsibility for the security of Your account or content. You agree that Your participation in the Affiliate Program is at Your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold Us harmless against any and all legal claims and demands, including, without limitation, reasonable attorney's fees, which may arise from or relate to Your use or misuse of the Affiliate Program, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
You are strictly prohibited from using the Affiliate Program for illegal and/or spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral. To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, You agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
The Company may need to interrupt Your access to the Affiliate Program and/or the Link to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
YOU AGREE THAT YOUR USE OF THE AFFILIATE PROGRAM IS AT YOUR SOLE AND EXCLUSIVE RISK AND THAT ANY SERVICES PROVIDED BY US ARE ON AN "AS IS" AND "AS "AVAILABLE" BASIS. THE COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND THE IMPLIED WARRANTY OF MERCHANTABILITY. THE COMPANY MAKES NO WARRANTIES THAT THE AFFILIATE PROGRAM AND/OR THE LINK WILL MEET YOUR (OR THE CUSTOMER) NEEDS OR THAT IT WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. THE COMPANY ALSO MAKES NO WARRANTIES AS TO THE RELIABILITY OR ACCURACY OF ANY INFORMATION. YOU AGREE THAT ANY DAMAGE THAT MAY OCCUR TO YOU, THROUGH YOUR COMPUTER SYSTEM, OR AS A RESULT OF LOSS OF YOUR DATA FROM YOUR USE OF THE AFFILIATE PROGRAM IS YOUR SOLE RESPONSIBILITY AND THAT THE COMPANY IS NOT LIABLE FOR ANY SUCH DAMAGE OR LOSS.
Notwithstanding anything to the contrary, the Company is not liable for any damages that may occur to You as a result of Your participation in the Affiliate Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
A. LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
B. JURISDICTION, VENUE & CHOICE OF LAW: Through Your participation in the Affiliate Program, You agree that California shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. The courts of San Francisco, California shall have sole and exclusive jurisdiction and venue over any dispute related to this Agreement and both parties hereby consent to such jurisdiction and venue.
C. ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
D. SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
E. NO WAIVER: In the event that We fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
F. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
G. FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
H. ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax.
For any questions or concerns, please email Us at the following address: firstname.lastname@example.org