Pronounce, Inc. Affiliate AgreementThis Affiliate Marketing Program Agreement (the "Agreement") outlines the terms and conditions for your participation in the Pronounce Affiliate Marketing Program (the "Program").Please read this Agreement thoroughly. By clicking "I accept" or by participating in the Program, you acknowledge and confirm that you ("Affiliate" or "you" or "your") have read, understand, and agree to comply with the terms of this Agreement with Pronounce, Inc. ("Pronounce" or "we" or "us" or "our"), located in the State of Texas, USA. Additionally, if this Agreement is being executed on behalf of a legal entity, you represent and warrant that you have the authority to legally bind that entity to this Agreement. If you do not agree to these terms, you should not participate in the Program.1. EnrollmentIn order to apply for enrollment into this Program, you must first sign up as an affiliate of our designated platform and you must agree to the platform's Affiliate Service Agreement, the terms of which are hereby incorporated by reference. You may apply to participate in the Program by providing all the information required in connection with becoming an affiliate and by accepting the terms of this Agreement. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. We reserve the right to accept or reject your application in our sole discretion; however, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision. If your application is accepted, you may obtain such discounts and affiliate commissions as are offered pursuant to this Program for so long as this Agreement is not terminated.2. Website RestrictionsYour participating website(s) may not:Infringe on our or any anyone else's intellectual property, publicity, privacy or other rights.Violate any law, rule or regulation.Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contain nudity, pornography or sexually explicit materials.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.Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.Mislead customers as to the products or services available on Your Website or on the Pronounce website, located at www.getpronounce.com (the "Pronounce Site").3. Linking to Our WebsiteUpon acceptance into the Program, links will be made available to you through the affiliate platform website. Your acceptance in our Program means you agree to abide by the following:You will only use linking code obtained from the affiliate website without manipulation.All domains that use your affiliate link must be listed in your affiliate profile.You may not engage in cookie stuffing or include pop-ups, false or misleading links on Your Website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).You may not use your affiliate links to claim commissions for your own purchases on Pronounce.4. Pay-Per-Click ("PPC") GuidelinesYou may not bid on any of our service names, including any variations or misspellings thereof for search or content-based campaigns on any network.You may not use our service names in your ad title, ad copy, display name or as the display URL.You may not direct link to the Pronounce Site from any PPC ad or use redirects that yield the same result. Affiliates must be directed to an actual page on Your Website.5. Use of Company NameUpon acceptance into the Program, Pronounce grants you a limited, non-exclusive, revocable, royalty-free right to use the name and service descriptions of Pronounce during the term of this Agreement solely in connection with your participation in the Program, provided that you shall not:Use the name in any manner to communicate or suggest any sponsorship or other connection between Pronounce and you other than your participation in the Program, andHarm or adversely affect the name or the goodwill associated therewith.6. Coupon GuidelinesIf you are enrolled in our Program and Your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:You may ONLY advertise coupon codes that are provided to you through the Program or that are displayed on the Pronounce Site.You may NOT use any technology that covers up the coupon code and generates an affiliate click by revealing the code(s).7. Domain NamesUse of any of our service names as part of the domain or sub-domain (for example pronounce.website.com or www.pronounce-coupons.com) for Your Website is strictly prohibited.8. Advertising & PublicityUpon acceptance into the Program, Pronounce grants to you a nonexclusive, nontransferable license to use certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on Your Website. The term of the License shall expire upon the expiration or termination of this Agreement. You may not subcontract, assign, resell, lease, or sublicense any part of your participation in the Program.9. Reversal & Communication PolicyPronounce reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and Program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of this Agreement, we expect that you will respond in a timely and honest manner.10. Company RightsPronounce retains all right, title, ownership, and interest in the Promotional Materials and names used, including any and all copyright, trademark, or other intellectual property rights therein. Nothing in this Agreement shall be construed to grant you any right, title, or ownership in the Promotional Materials, or in the underlying intellectual property, other than the right to use the Promotional Materials in accordance with the License, as set forth in Section 8.11. Relationship of PartiesThis Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Pronounce and you. You shall provide services for Pronounce as an independent contractor. You shall have no authority to bind Pronounce to any agreement, nor shall you be considered to be an agent of Pronounce in any respect.12. Affiliate CommissionsUpon acceptance into the Program, you will be eligible to receive an affiliate commission (the "Commission") for the successful completion of Eligible Purchases. An "Eligible Purchase" occurs when a customer (not you), referred by you through an affiliate link, clicks-through to the Pronounce Site and successfully completes their first subscription payment for which Pronounce receives and retains payment. In order to qualify as an "Eligible Purchase", both the Account Sign-Up and the Purchase must occur within ninety (90) days of the user’s first visit to getpronounce.com or to the Pronounce Desktop App via an Affiliate link.Commissions are payable on first purchases only and do not extend to subsequent subscription payments or renewals. The specific rates of Commission shall be set forth in your affiliate profile on the affiliate platform and are subject to change at Pronounce's discretion. Pronounce is responsible for authorizing Commission payments, and the affiliate platform will be solely responsible for fulfilling and transferring all Commission payments in accordance with their Agreement. Pronounce will be entitled to withhold, deduct, and set off from any payments to be made to you hereunder any sums owed by you to Pronounce, whether in connection with this Agreement (including any breach hereof by you) or otherwise.13. DisclaimerYOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL PRONOUNCE BE LIABLE TO YOU UNDER THESE TERMS, UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES RELATED TO THE PROGRAM (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR PROFITS OR LOST BUSINESS AND INCLUDING COSTS ASSOCIATED WITH THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PRONOUNCE’S LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT. PRONOUNCE DOES NOT WARRANT OR GUARANTEE ANY RESULTS OF PARTICIPATION IN THE PROGRAM. ALL PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS HEREUNDER ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. YOU RECOGNIZE THAT THESE DISCLAIMERS ARE AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH PRONOUNCE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. PRONOUNCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY (TO THE EXTENT PERMITTED BY LAW), REGARDING THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS, PROGRAMS AND PROMOTIONAL MATERIALS SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF PRONOUNCE WHATSOEVER.14. IndemnificationYOU SHALL INDEMNIFY AND HOLD HARMLESS PRONOUNCE FROM ANY CLAIM, DAMAGE, LAWSUIT, ACTION, COMPLAINT, OR OTHER COSTS ARISING OUT OF ANY WRONGFUL ACT RELATED IN ANY WAY TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR BREACH OF THIS AGREEMENT. YOU SHALL ALSO INDEMNIFY AND HOLD HARMLESS PRONOUNCE FROM ANY DAMAGE, LOSS OR OTHER COST ARISING OUT OF THE USE OR MISUSE BY YOU OF THE NAMES OR PROMOTIONAL MATERIALS.15. ConfidentialityAny information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Pronounce. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of this Agreement.16. TerminationYour participation in the Program shall begin upon your acceptance as an affiliate by Pronounce and shall end when terminated by either party. Either party may terminate such status at any time, with or without cause. Upon termination, all licenses granted to you pursuant to the Program shall cease and you shall use best efforts to immediately remove all codes and links, references on Your Website regarding Pronounce, and cease any and all use of Promotional Materials, names or any other trade or service marks, trade names or any other items received through or used in connection with such Program. Subject to Section 13, upon the termination of your participation in the Program for any reason, you will be entitled to receive Commissions only on Eligible Purchases that occurred prior to such termination. Pronounce reserves the right to terminate the Program at any time upon notice to you.17. Compliance with LawsIn connection with your participation in this Program, you will comply with all applicable laws, rules and regulations, including but not limited to the following laws, rules and regulations governing marketing and promotions:The CAN-SPAM Act of 2003Section 5 of the FTC ActThe FTC's disclosure rules regarding endorsements18. ModificationWe may modify these terms and conditions at any time, at our sole discretion. If you disagree with any modification, your only recourse is to terminate this Agreement. You agree that, if you continue to participate in the Program following a posted modification, your continued participation constitutes binding acceptance of the modified terms.19. Governing Law; JurisdictionThis Agreement is governed by the laws of the State of California, without regard to its choice of law principles. You hereby irrevocably consent to the jurisdiction of the state and federal courts located in Orange County, California with respect to any proceeding regarding this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement except in such courts.20. Social MediaPromotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines:You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, “25% off sale at Pronounce through Wednesday with code PRONOUNCE25.”You are PROHIBITED from posting your affiliate links on Pronounce’s Facebook, Twitter, LinkedIn, etc. company pages in an attempt to turn those links into affiliate sales.21. Operations Outside United StatesIf you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.22. FTC Disclosure RequirementsYou shall include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.23. GeneralSeverability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Pronounce, and any attempted assignment without such consent shall be void. Subject to the foregoing restriction, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.Non-waiver. Any failure by Pronounce to insist upon or enforce performance by you of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance; rather, the provision, right or remedy will be and remain in full force and effect.Relation to Other Agreements. In the event of any conflict or inconsistency between this Agreement and the Shareasale.com Agreement, the provisions of this Agreement shall prevail.Entire Agreement. This Agreement sets forth our entire agreement with respect to your participation in the Program.
