GoodCharlie Affiliate Program Agreement This Affiliate Program Agreement is effective as of the date your application for the GoodCharlie affiliate program through ShareASale.com, Inc. is approved (the “Effective Date”) and is by and between GoodCharlie, Inc., a Delaware corporation with its principal place of business at 5373 W. Alabama Street, Suite 505, Houston, TX 77056 (the “we”, “our”, “GoodCharlie”), and you. (”you”, an “Affiliate”). You agree to accept these terms and conditions (this “Agreement”) before you begin marketing our affiliate program.THIS AGREEMENT IS SUBJECT TO THE SHAREASALE STANDARD TERMS. 1. Description of the Affiliate Program. The Affiliate Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site" or “Affiliate Site”), by placing on your Affiliate Site links to an GoodCharlie designated location (“GoodCharlie Site"). The links must properly use the special “tagged" link formats we provide and comply with this Agreement (“Special Links"). When a user clicks through the Special Links to purchase an item sold or services offered on the GoodCharlie Site or takes other actions, you can receive commission income for qualifying actions, as described in Section 3 below. In order to facilitate your participation in the Affiliate Program, we may make available to you data, images, text, link formats, widgets, links, Special Links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program (“Program Content"). 2. Affiliate Program Compliance Requirements. You must comply with this Agreement to participate in the Affiliate Program and receive Affiliate Fees. You must promptly provide us with any information that we request to verify your compliance with this Agreement. If you violate this Agreement, then, in addition to any other rights or remedies available to us, we reserve the right to suspend your participation in the Affiliate Program, temporarily or permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all Affiliate Fees otherwise payable to you under this Agreement, and/or terminate your participation in the Affiliate Program. 3. Affiliate Fees. Subject to the terms and conditions of this Agreement, we will pay you a fee (“Affiliate Fees”) on all Claimed Transactions, as those terms are defined in the ShareASale Standard Terms, generated by you. For purposes of these terms, a sales Claimed Transaction is where a customer with an eligible Texas utility account follows a Special Link from your Site/service, signs up for electricity services with GoodCharlie, and successfully connects their utility account to GoodCharlie, i.e. a “successful” Claimed Transaction. Affiliate Fees will be in the amount of $50 for each valid, successful Claimed Transaction. We will pay your Affiliate Fees earned within 60 days of the successful Claimed Transaction. GoodCharlie is not responsible for any failures to track a referral due to a failure of the Special Link. In the event of any conflict as to the origin of an enrolled user, GoodCharlie will determine the origin in its sole discretion. You understand and agree that we have no liability for and will not pay Affiliate Fees for actions that are cancelled in accordance with applicable statutory consumer rights of cancellation or terms of business; actions that are generated in breach of this Agreement; or the result of a fraud committed by you. 4. Identifying Yourself as an Affiliate/FTC Disclosure Compliance. You must include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate Program are posted as an endorsement or review, or where it is not clear that the link is a paid advertisement. This disclosure statement must comply with Federal Trade Commission (FTC) guidelines and all applicable law and should state that you are receiving compensation by participating in the Affiliate Program. 5. Program Policies. This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under the Affiliate Program, including those set forth in this Section (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. This Agreement (including the Program Policies and our Terms of Service incorporated herein) is the entire agreement between you and us regarding the Affiliate Program and supersedes all prior agreements and discussions. 5.1 Linking to the GoodCharlie Site. Upon acceptance into the Affiliate Program, links will be made available to you through ShareASale tracking interface. Your acceptance in our Affiliate Program means you agree to the following: (a) You will only use linking code obtained from the affiliate interface and will not manipulate them; (b) Your Site will not in any way copy, resemble, or mirror the look and feel of the GoodCharlie Site; (c) You will not use any means to create the impression that your website is our website or a part of the GoodCharlie Site, including, without limitation, framing our website in any manner; (d) You may not engage in cookie stuffing or include pop-ups, or other false or misleading links or technology on your website; or (e) You will not attempt to mask the referring url information (i.e. the page where the click is originating from). Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited. You understand and agree that the Special Links will be the sole basis for recording and determining Affiliate Fees. 5.2 Site Restrictions. Your Site participating in the Affiliate Program may not: (a) infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights; (b) violate any law, rule or regulation; (c) contain any content that is threatening, harassing, hateful, defamatory, obscene, harmful to minors, or contains pornography; (d) contain any viruses, trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information; (e) contain software or use technology or any other method that attempts to intercept, divert or redirect Internet traffic to or from any other website, that potentially enables the diversion of affiliate commissions from another website, or otherwise is fraudulent, misleading or deceptive. 5.3 Pay Per Click Guidelines. If you are enrolled in the Affiliate Program and participate in Pay-Per Click advertising, you must not (a) bid on any of our trademarked terms, such as “GoodCharlie”, including any variations or misspellings thereof for search or content-based campaigns on any search engine, or (b) use any of our trademarked terms in your ad title, ad copy, display name or as the display url. 5.4 Modified Domain Names. Use of any of our trademarked terms as part of the domain or sub-domain for your website is prohibited. You may not use our trademarked terms in sequence with any other keyword. 5.5 Promotional Materials. If you intend to promote our Affiliate Program via e-mail campaigns, you must adhere to the following: (a) abide by all applicable privacy and advertising laws and self-regulatory programs, including without limitation any such laws or self-regulatory programs governing e-mail marketing, text marketing, or targeted advertising; and (b) advertising and publicity must be sent on your behalf, must not be misleading, and must not imply that it is being sent on behalf of or by GoodCharlie. 6. Program Content. You understand and agree that Program Content is “Content” as defined in the Terms of Service. Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, royalty-free and non-sublicensable right to access and use the Program Content solely for the purpose of participating in the Affiliate Program. You may not modify the Program Content without our prior written consent and we shall assume no liability for any modifications to the Program Content not so approved. This license will terminate immediately upon termination of this Agreement and/or your participation in the Affiliate Program and you will cease all use of the Program Content and remove it from your Site. 7. Taxes. You are responsible for any taxes and related obligations relating in any way to the Affiliate Fees paid to you pursuant to this Agreement, any transactions or activities under this Agreement, or your relationship with us or any of our affiliates. 8. Term and Termination. The term of this Agreement will begin upon the Effective Date. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination, provided that the effective date of such termination will be 7 calendar days from the date notice is provided. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any Program Policy); (c) we believe that your participation in the Affiliate Program conflicts with any third party agreements or we may face potential claims or liability in connection with your participation in the Affiliate Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Affiliate Program; (e) your participation in the Affiliate Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Affiliate Program as we generally make it available to participants. Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 2, 3, 6, 7, 8, and 9 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns). No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination. 9. No Guarantees. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 10. Confidential Information. Any information relating to GoodCharlie or any of its affiliates that we provide or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is GoodCharlie’s “Confidential Information” and will remain GoodCharlie’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will apply for the term of the Agreement and five (5) years after termination. 11. Miscellaneous. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflicts of law provisions of any jurisdiction, and the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Harris County, Texas. If a court or other body of competent jurisdiction finds, or the parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. To the extent any terms set forth in this Agreement conflict with the ShareASale Standard Terms, the terms of this Agreement shall control. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the parties.
