ClickGUARD
Affiliate Referral Program Agreement

Effective Date: November, 2019

The ClickGUARD Affiliate Program

 

What is the Affiliate Program?

The ClickGUARD Affiliate Program (the “Program”) allows individuals and organizations to be advocates of ClickGUARD’s advertising optimization solutions (the“Services”) while making a commission on each new paying subscriber that subscribes to the Services through them.
 

What does one do as an affiliate?

Each affiliate gets a unique referral ID and a referral link after being approved for the Program. They can inform potential new subscribers about ClickGUARD’s Services and how we can help optimize their advertising efforts. To achieve this affiliates can use their unique referral link, while ClickGUARD takes care of the rest.

Affiliates can provide the link in a number of ways, including through their website, email outreach campaigns, social media posts, blogs, videos, text messages or in direct communication as long as they comply with applicable laws and our policies when doing so.

When a new customer subscribes to ClickGUARD’s Services through an affiliate’s referral link and continues their subscription through a “hold” period, affiliates will receive a commission on customers’ monthly payments to ClickGUARD.

What does ClickGUARD expect from affiliates?

 

We expect affiliates to act as advocates and ambassadors of the ClickGUARD brand. This implies having an understanding and knowledge of how our Services work.

Affiliates must follow brand usage guidelines which include proper use of the “ClickGUARD” trademark and appropriate display of brand logos. Customer satisfaction is one of our top priorities therefore there are a number of rules that each affiliate must follow as explained in the legal terms below.

 

What does ClickGUARD do to help affiliates be successful?

During one’s experience as an ClickGUARD affiliate, we will send them updates on the latest improvements to our Services, as well as information that would help potential subscribers choose our Service.

As their performance as an affiliate improves, ClickGUARD might provide additional materials and incentives, as well as additional incentives for subscribers being referred by the affiliate, to help them continue to grow.

ClickGUARD will pay a fixed commission to affiliates determined by the monthly recurring revenue of currently active accounts they have referred at the time of billing.

As monthly recurring revenue (MRR) from referred subscribers increases, affiliate’s commission might also increase. We may revise or change our pricing and commission structure at any time in our discretion.

 

What are the next steps?

There are a few simple steps to complete before you can start making commissions on the new subscribers an affiliate brings in. It all starts by signing up to become a ClickGUARD affiliate and getting approved by ClickGUARD.
 

The ClickGUARD Affiliate Program Agreement

This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, ClickGUARD, Inc. (“ClickGUARD”) and you, regarding your registration to and participation in, the ClickGUARD Affiliate Program. As used in this Agreement, “we,” “us” or “ClickGUARD” means ClickGUARD, LLC and “you,” “your” or “Affiliate” means you as the affiliate participating in this program. If you have any questions about the meaning of a term or phrase please see Annex A for our Definitions.

BY SUBMITTING AN REGISTRATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE CLICKGUARD WEBSITE AND PRODUCTS TERMS AND CONDITIONS OF USE AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. 

 

1. Participation

1.1. You must sign up for a ClickGUARD affiliate account to join the ClickGUARD Affiliate Referral Program. In signing up for an account, you are agreeing to be bound by ClickGUARD’s standard Terms of Service, including our Privacy PolicyData Security PolicyData Processing Agreement.

1.2. Current and former ClickGUARD contractors, employees, and members of ClickGUARD employees’ immediate family are prohibited from participation in the Affiliate Referral Program.

 

1.3. We will evaluate your registration and notify you of your acceptance or rejection in a timely manner. ClickGUARD, in its sole discretion, reserves the right to reject or remove any prospective affiliate of their rejection or removal from the Affiliate Program at any time, with or without notice.

 

1.4. We may reject your registration if we determine (in our sole discretion) that your website or promotional method is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates the ClickGUARD Policy.

 

1.5. If we reject your registration, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. 

1.6. Once registered, and we have approved your enrollment, you become a participant in the Affiliate Referral Program.

 

2. Promotion

Once you have signed up as an affiliate, we will provide you with a unique referral ID (“Referral ID”) and referral link (“Link”) that links to an ClickGUARD website to start the enrollment process. The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail to ClickGUARD’s website. Whenever you tell a potential new subscriber about ClickGUARD, you or the potential new subscriber will simply use the Link, and we will take care of the rest. Your promotion must follow these rules:

2.1. All Affiliate Sites shall display the Links prominently in relevant sections of their website. You will not use graphic or textual images (indicating a Link) or text messages to promote ClickGUARD that are not approved in advance by ClickGUARD. 

2.2. You are not allowed to post any refunds, credits or discounts on the ClickGUARD Products and Services, or other content concerning ClickGUARD without ClickGUARD’s prior written consent in each instance. 

2.3 Each Link connecting users of the Affiliate Site to the pertinent area of the ClickGUARD website will in no way alter the look, feel, or functionality of the ClickGUARD website. 

Any violations of the terms may result in your termination from the Affiliate Program or the withholding of Commission Fees.

3. TERM AND TERMINATION

The term of this Agreement (the “Term”) will begin upon your acceptance of this Agreement and will end when terminated.

Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination.

You are only eligible to earn commissions on new subscriptions occurring during the Term and that remain subscribed for at least 30 days as of the effective date of termination.

ClickGUARD may, in its sole discretion, pay you commissions for any new subscribers that remain subscribed for 30 days after the effective date of termination, but not has no obligation to do so.

4. COMMISSIONS

We offer affiliates 20% commission of each referred customer during the billing period, 30 days after the billing date.

ClickGUARD will bill the customer directly and will be solely responsible for collecting payment. We will pay you a commission from payments made by customers.

Affiliate payouts of commissions are made automatically every 15th of every calendar month and include commissions for customer payments that were collected 30 or more days before payout day (the “hold” period).

We use PayPal to remit commissions to our affiliates. In order for us to pay you your commissions, you must have a PayPal account linked to your ClickGUARD affiliate account. PayPal is a third-party service provider, and your use of PayPal is subject to the terms and conditions of PayPal, Inc. ClickGUARD will not have any liability or support obligations for any issues relating to your PayPal account.

Affiliates are not eligible for commissions from their own personal accounts or any account directly linked to them, including referred accounts with exact same names, billing address, or email addresses.

You will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement.

ClickGUARD reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by ClickGUARD in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.

ClickGUARD reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. ClickGUARD reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. If no subsequent Commission Fee is due and owing, ClickGUARD will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.

 

5. RESTRICTED ACTIVITIES

Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for ClickGUARD and the Services.

Affiliate will not use any inappropriate form of promotional, marketing, or advertising activity with their Link or Affiliate Site, which includes the use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to ClickGUARD and the Services.

Affiliate will not engage in any unfair or deceptive trade practice involving the Services.

Affiliate will not participate in any promotion, advertising, marketing, or sale of any imitation of the Services.

Affiliate will not include or provide for in any Affiliate Site any page, screen, or social media platform that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties, or contains or promotes deceptive information.

Affiliate will not impersonate any ClickGUARD employee or present themselves as hired by ClickGUARD in any way.

Affiliate will not use any Marks to mislead potential new subscribers into believing they are endorsed or employed by ClickGUARD;

Affiliate will not use the string “ClickGUARD” for any website domain name.

Affiliate will not spam or send bulk-emails including Links.

Affiliate will not use its own Link to purchase any Services.

Affiliate will not make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with ClickGUARD’s standard terms and policies, or that has not been approved or otherwise authorized by ClickGUARD in writing.

 

6. OBLIGATIONS REGARDING YOUR AFFILIATE SITE

You are solely responsible for the development, operation, and maintenance of your Site and all materials that appear on your Affiliate Site. If you are not in compliance with these terms and conditions or any other law or regulation, we may terminate your participation in the Affiliate Program effective immediately.

Your responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to ClickGUARD Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. 

7. AFFILIATE PORTAL

As an Affiliate of the Affiliate Referral Program, we will provide you with access to the Affiliate Referral Program Portal (“Portal”) using your login credentials. There, you will be able to monitor and review:
 
The total number of active referred customers
  1. Estimated monthly commission
  2. Total commission up-to-date
  3. Your Referral ID and Link
  4. List of all referred customers
  5. List of all payouts and payout details
  6. Affiliate payout information

When a new subscriber enrolls for any of the Services on a paid plan through your Link, information about them (including estimated monthly commission) will be shown in the Portal under “Referrals”.

All affiliate payouts will be shown in the Portatl under “Payouts”. By selecting a payout from the list you will be able to see additional details, including payment transaction information and the number of eligible customer payments for which a commission was generated.

You may change your payout information (PayPal handle) at any time via the Portal.

8. POLICY AND PRICING CHANGES

ClickGUARD’s Website and Products Terms and Conditions of Use, rules, policies, and operating procedures apply to customers who purchase ClickGUARD’s Products and Services. Prices and availability of ClickGUARD Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed on your Affiliate Site, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular ClickGUARD Product or Service.

9. ANTI-SPAM

The CAN-SPAM Act of 2003, Canada’s Anti-Spam Legislation, S.C. 2010, c.23, sets out that you may only send emails containing a ClickGUARD affiliate link and or a message regarding ClickGUARD or ClickGUARD's Affiliate Program to people who have previously consented to receiving such communications from you. 

Additionally, you shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages without prior written consent from ClickGUARD, to be granted or denied in ClickGUARD’s sole discretion, in each instance. 

Failure to abide by the above will be deemed a material breach of this Agreement by you and will result in the forfeiture to any commissions and the termination of your participation in the Affiliate Program.

10. DATA SECURITY

Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the GDPR, CCPA, or applicable Canadian regulations.  Affiliate agrees to promptly assist ClickGUARD in complying with any data subject rights request that ClickGUARD may receive from any individuals referred to ClickGUARD by Affiliate. 

For more information please see our Privacy Policy.

11. ORDER PROCESSING

We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. We process orders placed by Customers who follow the Links from an Affiliate Site or other promotion run by Affiliate.

All aspects of order processing and fulfillment for Customers, including ClickGUARD’s services, cancellation, processing, refunds and payment processing is our responsibility. 

12. USE OF LICENSE AND TRADEMARKS

ClickGUARD hereby grants to you during the Term (defined in Section 7 below) a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the ClickGUARD website and to use ClickGUARD’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.

The foregoing license does not include the right to, and Affiliate will not modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks.

Affiliate will comply with any trademark usage guidelines and instructions provided by ClickGUARD in connection with Affiliate’s use of the Marks.

We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at ClickGUARD’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks.

Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks.

Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to ClickGUARD’s prior review and approval, and Affiliate will furnish to ClickGUARD an advance copy of each such items.

All goodwill arising from Affiliate’s use of the Marks will inure solely to the benefit of ClickGUARD.

Affiliate will at all times maintain a high level of quality for the Affiliate Site.

Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.

13. INTELLECTUAL PROPERTY DISCLAIMER CONT. 

EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE CLICKGUARD TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “CLICKGUARD IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT CLICKGUARD’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE CLICKGUARD IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF CLICKGUARD IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF CLICKGUARD IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF CLICKGUARD’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY CLICKGUARD’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH CLICKGUARD SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF CLICKGUARD’S INTELLECTUAL PROPERTY RIGHTS.

14. FTC COMPLIANCE

The Federal Trade Commission (FTC) requires that material connections between advertisers and endorsers be disclosed. We require all ClickGUARD Affiliates to comply with applicable laws, regulations and prominently disclose compensation for Referred Customers. ClickGUARD reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides on your Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of ClickGUARD’s Products and Services.

15. CONFIDENTIALITY

Each of the parties hereto agrees all proprietary information related to the business of ClickGUARD and any of its affiliates, clients and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with this Agreement (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations under this Agreement. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with this Agreement; provided that you assume full responsibility for any failure to comply with this Agreement.  

Notwithstanding the foregoing, each party is hereby authorized to disclose confidential information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

16. REPRESENTATIONS AND WARRANTIES. 

EACH OF US HEREBY REPRESENTS AND WARRANTS TO THE OTHER THAT:

16.1. it has full power and authority to enter into this Agreement and to perform its obligations hereunder;

16.2. it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement;

16.3. it will perform its obligations in compliance with all laws, rules, and regulations applicable to its activities pursuant to this Agreement.

17. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

ClickGUARD will remain solely responsible for the operation of the ClickGUARD website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control; it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE REFERRAL PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLICKGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

UNDER NO CIRCUMSTANCES WILL CLICKGUARD BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF CLICKGUARD HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

CLICKGUARD ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE UNDER THIS AGREEMENT IN THE THREE-MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

18. INDEMNIFICATION

You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of any Affiliate Site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights in respect of your Affiliate Site and activities under this Agreement.

19. DISPUTE RESOLUTION; BINDING ARBITRATION

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with ClickGUARD and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or ClickGUARD seek to bring an individual action in small claims court, you and ClickGUARD waive your rights to a jury trial and to have any dispute arising out of or related to this Agreement resolved in court. Instead, all disputes arising out of or relating to this Agreement will be resolved through confidential binding arbitration held in Los Angeles, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available at www.jamsadr.com and are hereby incorporated by reference. You either acknowledge or agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

YOU AND CLICKGUARD AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT IS PERSONAL TO YOU AND CLICKGUARD AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ARBITRATION AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

You and ClickGUARD agree that this Agreement affect interstate commerce and that the enforceability of this Section 11 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. All disputes between ClickGUARD and you will be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, consolidate more than one individual’s claims, or preside over any proceeding involving more than one individual, all of which are prohibited by this Agreement.

You and ClickGUARD agree that for any arbitration you initiate, you will pay the filing fee and ClickGUARD will pay the remaining JAMS fees and costs. For any arbitration initiated by ClickGUARD, ClickGUARD will pay all JAMS fees and costs.

You and ClickGUARD expressly agree that the state and federal courts of Los Angeles, California shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim related to this Agreement must be filed within one year after the claim arose; otherwise, you and ClickGUARD no longer have the right to assert the claim.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 11 by sending a written letter to ClickGUARD, Attention: Affiliate Program, 12777 W Jefferson Blvd Building D, Los Angeles, CA 90066, that specifies (i) your name, (ii) mailing address, and (iii) your request to be excluded from the final, binding arbitration procedure specified above. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 12.3. of this Agreement.

10. GENERAL PROVISIONS

You and ClickGUARD are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.

This agreement may be modified in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. Your continued participation in the Affiliate Program following our posting of any modification constitutes binding acceptance of the change.

Neither you nor we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of California, without reference to its conflict of laws provisions. You and ClickGUARD expressly agree to exclusive jurisdiction in any competent court in Los Angeles, California.

Any notices under this Agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via postal mail or certified mail, return receipt requested. Notices to ClickGUARD will be sent to: ClickGUARD, Attention: Affiliate Program, 12777 W Jefferson Blvd Building D, Los Angeles, CA 90066.

You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

This Agreement represents the entire agreement between you and us with respect to the subject matter covered by this Agreement and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.

If any provision of this Agreement is determined to be invalid, unlawful, void, or unenforceable to any extent, such provision will be interpreted to best reflect the parties’ intent, and the remainder of this Agreement will not be affected and will continue to be valid and enforceable to the fullest extent permitted by law.

ANNEX A - DEFINITIONS

"Affiliate" shall mean the business, individual, or entity applying to or participating in the Affiliate Program, or that displays ClickGUARD’s Products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from ClickGUARD for sales and referrals directly resulting from such display.

“Affiliate Platform” shall mean a third party platform, used by ClickGUARD to track Affiliate performance, including referrals and commissions earned through the Affiliate Program.

 “Affiliate Site” individually and collectively means your website and/or email communications and/or software registrations. 

“Affiliate Referral Program” means the program we manage or control by which participating entities place links on their Affiliate Site that connect to the ClickGUARD website and for which a commission is earned for new ClickGUARD subscribers.

“ClickGUARD’s Platform and Software Services Products and Services" shall mean the Platform and Software Services and related products and services that are available for purchase from ClickGUARD, excluding ClickGUARD’s Website Builder Product.

“ClickGUARD’s Products and Services” shall mean ClickGUARD’s Platform and Software Services and ClickGUARD’s Website Builder Product.

"Commission Fees" shall mean the amount you will be paid for each Qualified Action by a Referred Customer that you refer to ClickGUARD subject to the Commission Threshold and pursuant to the terms of this Agreement.

“Commission Threshold” shall mean the amount of Commission Fees an Affiliate must accrue prior to receiving a payment from ClickGUARD.

“Qualified Action” shall mean a Qualified Purchase and/or Qualified Referral.

"Qualified Purchase" shall mean a sale of ClickGUARD Products and Services by ClickGUARD to a paying Referred Customer that is not excluded.

“Qualified Referral” shall mean a free trial sign-up for ClickGUARD’s Platform and Software Services to a Referred Customer that is not excluded.

"Referred Customer" shall mean each new and unique customer referred from Affiliate through a Link  that provides valid account information and, in the case of a Referred Customer that makes a Qualified Purchase, billing information.

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