Innago Affiliate Program Agreement
This Affiliate Program Agreement ("Agreement") is entered into by and between Innago, LLC, an Ohio limited liability company ("Innago"), and you as a participant in the Innago Affiliate Program ("Affiliate").
Enrollment in the Innago Affiliate Program
This Agreement hereby enrolls Affiliate in the promotion (the "Innago Affiliate Program"). By enrolling in the Innago Affiliate Program, Affiliate agrees to comply with the terms and conditions set forth in this Agreement.
Affiliate Representations and Warranties
As an Affiliate for Innago, Affiliate represents and warrants it will:
Comply with all federal, state, local and applicable foreign laws, statutes, rules, and regulations, including without limitation the Federal Trade Commission rules, which can be found on the FTC website at https://www.ftc.gov/business-guidance/advertising-marketing;
Be upfront with its users and disclose that it is a promotional partner and will receive a commission for any sales from references to Innago;
Exhibit integrity and honesty when dealing with customers and prospective customers;
Not make any representation or warranty regarding Innago or Innago products unless explicitly directed or approved by Innago in writing;
Not promote, depict or link to explicit, illegal, violent, or discriminatory materials;
Not violate any Innago or third-party intellectual property rights;
Not make marketing or representations which contain false or misleading information;
Not employ any illegal or unethical methods;
Not engage in any paid promotion or Pay-Per-Click (PPC) advertising to promote Innago or its products, including, but not limited to, paid search engine advertising, social media advertising, and other forms of paid online promotion;
Not modify the Licensed Marks (as defined below) made available to Affiliate’s account in the ShareASale portal via the “Merchants” tab;
Not advertise Innago's software directly; and
Not engage in the distribution of an unsolicited bulk email (spam) mentioning or referencing Innago.
Intellectual Property
Innago hereby grants to Affiliate, and Affiliate hereby accepts, a non-exclusive, non-assignable, royalty-free license to use the name, tradename, trademarks, copyrights, symbols, slogans and other intellectual property owned and used by Innago (the "Licensed Marks") solely in connection with and for the purpose of Affiliate's marketing, promotion and advertisement of Innago's services pursuant to this Agreement and as approved by Innago in writing. Affiliate acknowledges that Innago is the exclusive owner of the Licensed Marks. All goodwill arising out of the use of the Licensed Marks shall inure to the benefit of Innago, and Affiliate shall not claim any ownership rights in the Licensed Marks or any derivative thereof or any confusingly similar marks.
Commission Structure
For each purchase made through an Affiliate Referral (as defined below) and completed within sixty (60) days of such Referral, Innago will pay a commission to Affiliate at the rate of 25% of revenue generated by the Referral for twelve months. After twelve months, all payouts will automatically stop. Innago may, at any time, prospectively, with or without notice, change, suspend or discontinue any aspect of the Innago Affiliate Program. Affiliate commissions will be paid out via PayPal and will only be paid on online payment transactions that are made when the customer clicks through qualified, correctly structured custom Affiliate links containing the Affiliate referral code generated by Innago (“Referrals”). Affiliate must provide Innago with its payee information before receiving any commission payments. Affiliate acknowledges that Innago does not guarantee or predict any type of earnings, revenue, income or profit. For a signup to generate a commission to an Affiliate, the customer must follow the Referral, create a valid Innago account, and start making online payments to Innago. Properly coded links are the sole responsibility of Affiliate.
Reporting and Payment
Reporting: Innago shall provide Affiliate with access to performance reports and tracking tools to monitor the effectiveness of Affiliate's promotional efforts.
Payment: Payments will be made on a monthly basis, provided that the minimum commission threshold of $25 has been reached. Innago reserves the right to adjust commission rates and payment terms at its discretion. In the event a customer requests a refund for a transaction for which the Affiliate has earned commissions, any commissions earned on the refund amount will be deducted from the Affiliate's balance.
Taxes: All payments exclude taxes and Affiliate agrees to pay any applicable taxes imposed by a federal, state provincial, or local government, or other taxing authority in connection with any amounts paid to Affiliate under this Agreement.
Term and Termination
Term: The term of this Agreement will commence upon execution by Affiliate and Innago and shall continue until terminated (the “Term”). Either Party may terminate this Agreement at any time, for any reason by providing notice of such termination in writing or via email. Upon termination of this Agreement, Affiliate will immediately cease any and all use of the Referrals and such links may be disabled by Innago. No commission will be paid on any sale made with the Affiliate's invitation link after termination.
Termination for Cause: Either Party may terminate this Agreement immediately for cause if the other Party breaches any material term or condition of this Agreement. For the avoidance of doubt, any breach of Section 2 of this Agreement is a material breach by Affiliate. If Affiliate terminates the Agreement, commissions will continue pursuant to Section 4. If Innago terminates the Agreement pursuant to this Section 6(b), all commissions pursuant to Section 4 shall immediately cease to accrue, and any outstanding balance greater than $25 USD will be paid to the Affiliate within 60 days of termination. Balances that are smaller than $25 will be forfeited.
Survival: Sections 3, 4, 6, 7, and 8 shall survive termination of this Agreement, as well as any other provisions which by their terms, nature or sense are intended to or should survive.
Indemnification and Limitation of Liability
Affiliate shall indemnify, defend, and hold Innago, its officers, employers, employees, directors, and related entities harmless from and against any and all claims, actions, proceedings, liabilities, losses, damages cost, claims and expenses, including, without limitation, attorneys' fees, which such parties may be subject to or incur in connection with Affiliate's participation in the Innago Affiliate Program, except those claims that are judicially determined to have entirely resulted from Innago's negligence or willful misconduct. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNAGO BE LIABLE TO AFFILIATE OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDING THE INNAGO AFFILIATE PROGRAM OR THIS AGREEMENT. FURTHER, IN NO EVENT WILL EITHER INNAGO’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF COMMISSIONS PAID OR PAYABLE BY INNAGO UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.
Miscellaneous
Governing Law & Venue: This Agreement shall be governed by and construed in accordance with the laws of the state of Ohio, without regard to its conflicts of law principles. In the event of any action or proceeding arising out of or relating to this Agreement, the Parties agree that exclusive jurisdiction and venue shall be in the federal or state courts located in Cincinnati, Ohio.
Amendment & Acceptance: Innago reserves the right to amend this Agreement at any time by providing written notice to Affiliate. Continued participation in the Innago Affiliate Program after such notice constitutes acceptance of the amendments.
Independence: Affiliate is an independent contractor and not an employee, agent, partner or franchisee of, or joint venture with Innago. As an independent contractor, Affiliate is responsible for all self-employment taxes, income taxes and other filings required by law. Affiliate will not be treated as an employee with respect to this Agreement for federal, state or local tax law purposes, or otherwise.
Force Majeure: Neither Party will be in default for any failure or delay in performing its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control and not caused by its own negligence or fault, including labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, civil commotion, third party internet service interruptions or slowdowns, vandalism or “hacker” attacks, government demands, or acts of God, provided, however, that written notice of such delay (including the anticipated duration of the delay) shall be given by the Party claiming delay or failure under this Section to the other Party as soon as possible after the event occurrence (but in no event more than two (2) business days after the Force Majeure event begins). The Parties will resume performance as soon as possible after the Force Majeure event provided it is commercially practicable to do so.
Entire Agreement: This Agreement constitutes the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.
Assignment: Affiliate may not assign or transfer this Agreement without Innago’s express written consent. Any attempt to assign or transfer this Agreement without such consent will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each Party’s permitted successors and assigns.
Counterparts: This Agreement may be executed in one or more counterparts, and sent via courier, registered mail, facsimile, or email. A Party may execute the counterpart on paper, digitally or by scanning a signed copy into a portable format (e.g. Adobe Acrobat PDF, DocuSign, or any other signature complying with the federal ESIGN Act of 2000, or any applicable Uniform Electronic Transactions Act or Electronic Signature and Records Act), which shall constitute an original signature, shall be deemed to have been duly and validly created and delivered, and shall be valid and binding for all purposes. Each counterpart, taken together, shall constitute one and the same agreement.
By enrolling in the Innago Affiliate Program and marking that you have read and agree to this Agreement, Affiliate acknowledges that they have read, understood, and agreed to the terms and conditions set forth in this Agreement.
