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 Referral Program Agreement

This Affiliate Referral Program Agreement (the “Agreement”) contains the complete terms and conditions that apply to your participation in ClickGUARD’s Affiliate Referral 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. “Affiliate Site” individually and collectively means your website and/or email communications and/or software applications. “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.

 

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

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 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 the 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. 

1.4. 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. 

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

2. Promotion

2.1. 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. Whenever you tell a potential new subscriber about ClickGUARD and how we can help improve ROI on their marketing campaigns, you or the potential new subscriber will simply use the Link (or Referral ID as a parameter of any link leading to ClickGUARD website), and we will take care of the rest. You must use the Link or Referral ID, otherwise, we have no way of tracking or knowing where the new subscriber came from, and we will not be able to pay you your commissions. 

2.2. You and ClickGUARD will cooperate in good faith to promote the Services. Each Link will permit recipients to navigate directly to the landing page of the ClickGUARD website. By using Referral ID you will be able to link to any page on the ClickGUARD website.

3. Use of ClickGUARD Trademarks

3.1. 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. 

3.2. 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. 

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

3.4. 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. 

3.5. 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. 

3.6. 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. 

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

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

3.9. 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.

4. Restricted Activities

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

4.2. 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.

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

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

4.5. 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.

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

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

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

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

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

4.11 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.

5. Commissions

5.1. You don’t have to worry about collecting any funds from any of the new subscribers you refer to us. 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.

5.2. 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).

5.3. ClickGUARD may initiate an affiliate payout at any time, including but not limited to situations where the automated payout failed for any given reason.

5.4. Commission for affiliates is twenty percent (20%) of the revenue received from referred subscribers. 

5.5. 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.

5.6. At ClickGUARD’s discretion, we may increase affiliate commissions based on performance on a case-by-case basis and may revert back to the original percentage if performance does not remain consistent. ClickGUARD does not guarantee increases in commission to any affiliate, and ClickGUARD retains the right to change, modify, or cancel any commission plan at any time.

6. Affiliate Portal

6.1. 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
  • Estimated monthly commission
  • Estimated yearly commission
  • Total commission up-to-date
  • Your Referral ID and Link
  • List of all referred customers
  • List of all payouts and payout details
  • Affiliate payout information

6.2. 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”.

6.3. 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.

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

7. Term and Termination

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

7.2. 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. 

7.3. 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. 

7.4. 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.

8. Representations and Warranties

Each of us hereby represents and warrants to the other that: 

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

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

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

9. 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

9.1. their respective sites may be subject to temporary downtime due to causes beyond their reasonable control;

9.2. it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.

9.3. 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. 

9.4. 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. 

9.5. 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.

10. 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.

11. 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.

11.1. 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 and 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. 

11.2. 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. 

11.3. 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. 

11.4 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. 

11.5. 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. 

11.6. 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. 

11.7. 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.

12. General Provisions

12.1. 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. 

12.2. Neither you or 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. 

12.3. 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. 

12.4. 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.

12.5. 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. 

12.6. 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. 

12.7. 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. 

12.8. 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.

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