Grammarly, Inc.
Program Terms
Grammarly Affiliate Terms & Conditions
This Affiliate Program Operating Agreement ("Agreement") is made and entered into by and between Grammarly, Inc. (“Grammarly,” “our,” “us,” or "we"), and the party submitting an application to become a Grammarly affiliate ("you" or "Affiliate") (each, a “Party” and together, the “Parties”). The terms and conditions contained in this Agreement apply to your participation in Grammarly’s online affiliate programs (each an "Affiliate Program"). Each Affiliate Program features promotional offers ("Offers") from Grammarly or a third party who is partnering with Grammarly to administer the Affiliate Program ("Third Party Offeror") and may link to a specific website for that particular Offer (“Program Website"). Furthermore, each Offer may be subject to additional terms and conditions on the Third-Party Offeror’s Program Website. If so, such additional terms and conditions are incorporated into and made a part of this Agreement. By applying to become an Affiliate or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1. Definitions
“Account Sign-Up” refers to an instance where an End User creates an account on Grammarly.com or the Grammarly Mobile App using a valid email address that does not already exist in Grammarly’s database at the time the End User signs up.
“Affiliate Link” means graphic and textual links to the Program Website and/or other creative materials Grammarly or a Third-Party Offeror makes available to you via the Affiliate Program.
“End User” means an individual acting on behalf of himself or herself or on behalf of a business.
“Links” means graphic and textual links to the Program Website and other creative materials.
“Media” means collectively, websites owned or controlled by you, emails sent by you and clearly identified as coming from you, and online advertisements.
“Objectionable Content” means any content that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Grammarly informs you that it considers objectionable.
“Purchase” means any instance when an End User upgrades to and pays for a paid Grammarly subscription.
“Sanctioned Country” means any country or territory that is the target of comprehensive, country or territory-wide sanctions by the United States, European Union or the United Kingdom (including, but not limited to, as of the date this Agreement, Cuba, Iran, North Korea, Sudan, South Sudan, Syria, the Ukrainian territory of Crimea).
2. Enrollment in the Affiliate Program
2.1 Application Requirement
You must submit an Affiliate Program application from our website or within the applicable Program Website to enroll in the Affiliate Program. Any information you provide as part of your application must be accurate and complete. The use of aliases, fake email addresses, or any other means to mask your identity or contact information is strictly prohibited. If your information changes after your application is submitted or accepted, you must promptly notify us of the changes. We will notify you of your acceptance or rejection into the Affiliate Program, typically within five (5) business days of receiving your application. We reserve the right to accept or reject your application at our sole discretion for any reason.
2.2 Eligibility
You are not eligible to participate in the Affiliate Program if: (i) we have previously terminated or suspended your affiliate account or the accounts of other persons that we determine are affiliated with you or acting in concert with you for any reason; (ii) you are an educational institution (e.g., K-12, high school, college, or university); or (iii) you or any party that owns or controls you, are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the US Government, the European Union or its Member States, the United Kingdom, or other applicable government authority.
3. Affiliate Rewards
3.1 Affiliate Rewards Payment
Grammarly will pay you a commission for each Qualified Action (each such payment, an "Affiliate Reward") in the amount and frequency set forth on the Program Website, unless you and Grammarly agree otherwise in writing. Only Qualified Actions are eligible for Affiliate Rewards.
3.2 Qualified Actions
A “Qualified Action" occurs when both an Account Sign-Up and a Purchase occur within ninety (90) days of an End User’s first visit to Grammarly.com or the Grammarly Mobile App via an Affiliate Link and neither the Account Sign-Up or Purchase is disqualified.
Grammarly may disqualify an Account Sign-Up or Purchase if Grammarly determines in its sole discretion that either action was:
performed by an automated entity, like a robot, spider, computer script, or any other artificial means designed to resemble a real person;
achieved by presenting the End User with pre-populated text fields;
refunded due to a request from the End User or as the result of credit card chargeback;
initiated from or purchased by an End User located in a Sanctioned County; or
determined by Grammarly to be fraudulent, incomplete, or a duplicate.
If an End User clicks on Affiliate Links from more than one Grammarly affiliate, the last Affiliate Link the End User clicked on before converting to a paid account will receive credit for the transaction provided all other requirements in this Section 3.2 have been met.
3.3 Affiliate Reward Payments, Taxes, Expenses
Affiliates accessing Affiliate Links via the Program Website will be paid within twenty-five (25) days following the end of the month in which the Affiliate Reward is earned. Each month, Grammarly will generate an account statement detailing the number of Qualified Actions for the previous month and will remit payment to you based on that account statement. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments, and other governmental impositions resulting from its own activities under this Agreement. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement.
3.4 Affiliate Reward Disputes.
If you dispute any portion of the account statement, you must notify us of the dispute in writing within thirty (30) days of receiving the account statement. The notice must provide sufficient detail regarding the nature of the dispute, including any reports or tracking data generated by you. If we request additional information or supporting data from you, you must send it within five (5) days of our request unless otherwise agreed to by us. We may deem the dispute resolved if you fail to send us the requested information within five (5) days or such other time period as we agree upon. If we determine, in our reasonable discretion, that you have tracked qualified Account Sign-Ups and Purchases using generally accepted industry methods, and your reported statistics vary from ours by more than ten percent (10%), then we will revise the account statement and remit any additional payment owed to you. If we are unable to resolve the dispute within sixty (60) days, then you may pursue any remedy available at law or in equity to enforce its rights.
3.5 Affiliate Reward Cancellation and Clawback
Grammarly may charge back an Affiliate Reward or withhold payment of a future Affiliate Reward to cover Affiliate Rewards paid to Affiliate for fraudulent leads if such leads are identified by Grammarly within sixty (60) days following the end of the month in which such leads were generated. Fraudulent leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) generated using stolen credit cards; or (iii) created by Affiliate or any third party, directly or indirectly, for the purpose of artificially inflating commissions payable to Affiliate. If Affiliate has an outstanding balance due to Grammarly under this Agreement or any other agreement between the Affiliate and Grammarly, whether or not related to the Affiliate Program, Affiliate agrees that Grammarly may offset any such amounts due to Grammarly from amounts payable to Affiliate under this Agreement.
Notwithstanding anything to the contrary, in the event the Qualified Actions, in Grammarly’s sole reasonable opinion, do not convert into additional revenue for Grammarly at a rate substantially similar to Grammarly’s average conversion rate, then Grammarly may withhold payment of the Affiliate Reward for an additional thirty (30) calendar day period, during which time Affiliate will reasonably assist Grammarly in Grammarly’s investigation to determine whether the Qualified Actions are legitimate. If, in Grammarly’s sole reasonable opinion, Grammarly determines that the Qualified Actions are not legitimate, then Affiliate’s entitlement to the applicable Affiliate Reward will be voided. Grammarly reserves the right to pause or terminate an Affiliate’s campaign if Affiliate traffic is deemed low-quality based on the rate of user upgrades relative to other marketing channels.
Grammarly may terminate your account and void all pending Affiliate Rewards if you fail to provide legitimate and proper payment details (e.g., mailing address, direct deposit information, etc).
4. Obligations of the Parties
4.1 Grammarly Obligations
Upon acceptance to our Affiliate Program we will provide you with Links that you may display in or on Media. The Links will identify you as a member of our Affiliate Program and establish a connection from your Media to the Program Website.
4.2 Affiliate Obligations
As a member of our Affiliate Program, you understand and agree that:
You have sole responsibility for developing, operating, and maintaining all content on or linked to your Media.
You will ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program: (i) comply with all applicable laws, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any Objectionable Content.
You will not make any representations, warranties, or other statements concerning Grammarly, a Third-Party Offeror, or any of their respective products or services except as expressly authorized herein.
You will ensure that your Media does not copy or resemble the look and feel of the Program Website or create the impression that your Media is endorsed by Grammarly or Third-Party Offerors or a part of the Program Website without our prior written consent.
You will comply with applicable OFAC restrictions and will not advertise or otherwise engage in commercial activities with persons or businesses residing in countries under sanction.
Always prominently post and make available to End Users any terms and conditions in connection with the Offer set forth by Grammarly or Third-Party Offeror, or as required by applicable laws regarding such Offers.
You must prominently display a privacy policy for End Users before collecting any personally identifiable information from them. This policy must comply with laws and fully disclose all collection, use, and sharing practices, including the handling of personally identifiable information related to the Affiliate Program and its provision to Grammarly and Third-Party Offerors.
5. Warranties
5.1 Mutual Warranties
Each party to this Agreement represents and warrants to the other that it has the right and authority to enter into this Agreement and to perform all of its respective obligations and undertakings. Each party further represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any other person is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Affiliate Warranties
You represent and warrant that you (i) have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights or violate any applicable laws; (ii) will not, directly or indirectly, engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Affiliate Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of Grammarly, our products and/or services, and/or the Affiliate Program, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Affiliate Program; (iii) will comply with all obligations, requirements, and restrictions under this Agreement and all laws, rules, and regulations as they relate to your business, your Media, or your use of the Links; and (iv) comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.
6. Forbidden Forms of End User Solicitation
You are not permitted to solicit End Users through any of the following methods:
placing Grammarly ads on any online auction platform (e.g., eBay, Amazon, etc.);
promoting Grammarly or Grammarly’s products on websites such as MTurk, Craigslist, Picoworkers, or any other microjobs freelance marketplace;
engaging in network-to-network brokering;
offering Grammarly or Grammarly products via incentive strategies and placements; or
utilizing telemarketing.
Any breach of the foregoing restrictions will result in your immediate removal from the Affiliate Program and a life-long ban from rejoining.
7. Promotional Programs
7.1 Promotional Offers.
Promotional offers cannot be combined with other performance incentive bonuses. If multiple bonus or promotional offers coincide, you will receive the bonus or promotional offer that is the greatest value for which it qualifies.
7.2 Advertising Campaigns.
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Grammarly in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as being served by you in the title bar of the window, and any client-side ad-serving software used by you shall only have been installed on an End User's computer if the function of the software is clearly disclosed to the End User prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
7.3 Affiliate Network Campaigns.
If Affiliate maintains its own affiliate network ("Network") and desires to post Links to the Network, then Affiliate will limit access and use of such Links to only affiliates in the Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose website or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. If either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Grammarly the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly prohibit any Third-Party Affiliate from using any Links and terminate their access to future Offers of Grammarly in the Network. Affiliate shall remain liable for all acts or omissions of Third-Party Affiliates, except for those Third-Party Affiliates who have provided valid contact information and affirmatively accepted this Agreement as recorded by Grammarly.
7.4 Other
Affiliates may not use any coupon code, promotion code, coupon, promotion, or deal that is not expressly provided to them via the Grammarly Affiliate Program portal(s) (Share-A-Sale and Has Offers). Any installs and/or sales using such materials will be voided with commissions revoked.
8. Trademark Policy
You may not use the trademarked names “Grammarly” and/or “Grammarly” in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our website. You may not use “Grammarly” and/or “Grammarly” in any manner or any variation or misspellings in your domain name.
9. Keyword Bidding Rules
You are not permitted to bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our trademarks (see the list of protected SEM bidding keywords below):
grammarly, www.essayrater.com, www.grammarly.com, essayrater.com, grammarly.com, essay rater, grammarly, sentenceworks, essayrater, gramarly.com, gramarly
Additionally, we prohibit bidding on the following non-brand keywords:
gramerly, gramerly.com, grammerly, grammerly.com, plagiarism checker, grammar check, plagiarism check, free plagiarism checker, plagiarism, grammar checker, grammar, plagiarism checker free, grammar check free, proofreading
To bid on brand term-discount term concatenations (i.e. Grammarly coupon, grammarly discount, grammarly deal, and variations thereof), you must obtain written consent from Grammarly's affiliate marketing team at affiliate_mktg@grammarly.com.
10. Termination
10.1 Mutual Termination
Either party may terminate this Agreement immediately upon written notice to the other party. Upon termination, Grammarly will pay any remaining unpaid Affiliate Rewards that are not the subject of a dispute.
10.2 Termination by Affiliate
You may terminate this agreement by sending notice to affiliate_mktg@grammarly.com, indicating your intent to leave the Affiliate Program. If at the time of termination you are owed $25 USD or more, that sum will be paid to you during the billing cycle immediately following the cycle during which you provided notice. Failure to notify Grammarly of your intent to leave the Affiliate Program will result in the forfeiture of any account balance that is less than $100 USD.
11. Disclaimer
GRAMMARLY MAKES NO WARRANTIES TO AFFILIATE, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE. GRAMMARLY DOES NOT GUARANTEE THAT ANY END USERS WILL ENGAGE IN ACCOUNT SIGN-UPS OR PURCHASES VIA THE LINKS THAT GRAMMARLY OR A THIRD-PARTY OFFEROR PROVIDES TO YOU.
12. Confidentiality
You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Grammarly or any of its affiliates or subsidiaries shall be held by you in strict confidence and shall not be utilized, directly or indirectly, by you for any purpose other than the participation in the Affiliate Program. Confidential Information shall not include information that is generally known or available to the public through a source other than disclosure by Affiliate. You must not use any information obtained from the Affiliate Program to develop, enhance, or operate a service that is competitive with the Affiliate Program or assist another party, directly or indirectly, to do the same.
13. Indemnification
You will indemnify, defend, and hold harmless Grammarly, and its officers, directors, shareholders, employees, affiliates, subsidiaries, from and against any and losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from third-party claims, suits, causes of action, or controversies alleging Affiliate’s breach of any of its representations or warranties herein or any other violation of its obligations under this Agreement.
14. Limitation of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE REWARDS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
15. Publicity
You must not use Grammarly’s name or logo, or refer to Grammarly in any marketing materials, without Grammarly’s prior written approval in each instance, may be granted at Grammarly’s sole discretion and revoked at any time.
16. Miscellaneous
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, cause of action, or controversy arising out of or relating to this Agreement may only be brought in the State Courts located in San Francisco County, California or the Federal District Court for the Northern District of California, and you agree to the exclusive personal jurisdiction of such courts. You may not assign this Agreement without Grammarly’s prior written consent. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of Grammarly by any court or other governmental or judicial authority by reason of Grammarly having or being deemed to have structured or drafted such provision. Section 1 (Definitions), Section 3 (Affiliate Rewards), Section 12 (Disclaimer), Section 13 (Indemnification), and Section 15 (Miscellaneous), along with any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context, is intended to survive the expiration of the Term, will survive any such expiration.
This Affiliate Program Operating Agreement ("Agreement") is made and entered into by and between Grammarly, Inc. (“Grammarly,” “our,” “us,” or "we"), and the party submitting an application to become a Grammarly affiliate ("you" or "Affiliate") (each, a “Party” and together, the “Parties”). The terms and conditions contained in this Agreement apply to your participation in Grammarly’s online affiliate programs (each an "Affiliate Program"). Each Affiliate Program features promotional offers ("Offers") from Grammarly or a third party who is partnering with Grammarly to administer the Affiliate Program ("Third Party Offeror") and may link to a specific website for that particular Offer (“Program Website"). Furthermore, each Offer may be subject to additional terms and conditions on the Third-Party Offeror’s Program Website. If so, such additional terms and conditions are incorporated into and made a part of this Agreement. By applying to become an Affiliate or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1. Definitions
“Account Sign-Up” refers to an instance where an End User creates an account on Grammarly.com or the Grammarly Mobile App using a valid email address that does not already exist in Grammarly’s database at the time the End User signs up.
“Affiliate Link” means graphic and textual links to the Program Website and/or other creative materials Grammarly or a Third-Party Offeror makes available to you via the Affiliate Program.
“End User” means an individual acting on behalf of himself or herself or on behalf of a business.
“Links” means graphic and textual links to the Program Website and other creative materials.
“Media” means collectively, websites owned or controlled by you, emails sent by you and clearly identified as coming from you, and online advertisements.
“Objectionable Content” means any content that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Grammarly informs you that it considers objectionable.
“Purchase” means any instance when an End User upgrades to and pays for a paid Grammarly subscription.
“Sanctioned Country” means any country or territory that is the target of comprehensive, country or territory-wide sanctions by the United States, European Union or the United Kingdom (including, but not limited to, as of the date this Agreement, Cuba, Iran, North Korea, Sudan, South Sudan, Syria, the Ukrainian territory of Crimea).
2. Enrollment in the Affiliate Program
2.1 Application Requirement
You must submit an Affiliate Program application from our website or within the applicable Program Website to enroll in the Affiliate Program. Any information you provide as part of your application must be accurate and complete. The use of aliases, fake email addresses, or any other means to mask your identity or contact information is strictly prohibited. If your information changes after your application is submitted or accepted, you must promptly notify us of the changes. We will notify you of your acceptance or rejection into the Affiliate Program, typically within five (5) business days of receiving your application. We reserve the right to accept or reject your application at our sole discretion for any reason.
2.2 Eligibility
You are not eligible to participate in the Affiliate Program if: (i) we have previously terminated or suspended your affiliate account or the accounts of other persons that we determine are affiliated with you or acting in concert with you for any reason; (ii) you are an educational institution (e.g., K-12, high school, college, or university); or (iii) you or any party that owns or controls you, are subject to sanctions or otherwise designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the US Government, the European Union or its Member States, the United Kingdom, or other applicable government authority.
3. Affiliate Rewards
3.1 Affiliate Rewards Payment
Grammarly will pay you a commission for each Qualified Action (each such payment, an "Affiliate Reward") in the amount and frequency set forth on the Program Website, unless you and Grammarly agree otherwise in writing. Only Qualified Actions are eligible for Affiliate Rewards.
3.2 Qualified Actions
A “Qualified Action" occurs when both an Account Sign-Up and a Purchase occur within ninety (90) days of an End User’s first visit to Grammarly.com or the Grammarly Mobile App via an Affiliate Link and neither the Account Sign-Up or Purchase is disqualified.
Grammarly may disqualify an Account Sign-Up or Purchase if Grammarly determines in its sole discretion that either action was:
performed by an automated entity, like a robot, spider, computer script, or any other artificial means designed to resemble a real person;
achieved by presenting the End User with pre-populated text fields;
refunded due to a request from the End User or as the result of credit card chargeback;
initiated from or purchased by an End User located in a Sanctioned County; or
determined by Grammarly to be fraudulent, incomplete, or a duplicate.
If an End User clicks on Affiliate Links from more than one Grammarly affiliate, the last Affiliate Link the End User clicked on before converting to a paid account will receive credit for the transaction provided all other requirements in this Section 3.2 have been met.
3.3 Affiliate Reward Payments, Taxes, Expenses
Affiliates accessing Affiliate Links via the Program Website will be paid within twenty-five (25) days following the end of the month in which the Affiliate Reward is earned. Each month, Grammarly will generate an account statement detailing the number of Qualified Actions for the previous month and will remit payment to you based on that account statement. Each party shall be responsible for and pay any and all applicable taxes, customs, withholding taxes, duties, assessments, and other governmental impositions resulting from its own activities under this Agreement. Each party will be responsible for the expenses that it incurs in connection with the performance of this Agreement.
3.4 Affiliate Reward Disputes.
If you dispute any portion of the account statement, you must notify us of the dispute in writing within thirty (30) days of receiving the account statement. The notice must provide sufficient detail regarding the nature of the dispute, including any reports or tracking data generated by you. If we request additional information or supporting data from you, you must send it within five (5) days of our request unless otherwise agreed to by us. We may deem the dispute resolved if you fail to send us the requested information within five (5) days or such other time period as we agree upon. If we determine, in our reasonable discretion, that you have tracked qualified Account Sign-Ups and Purchases using generally accepted industry methods, and your reported statistics vary from ours by more than ten percent (10%), then we will revise the account statement and remit any additional payment owed to you. If we are unable to resolve the dispute within sixty (60) days, then you may pursue any remedy available at law or in equity to enforce its rights.
3.5 Affiliate Reward Cancellation and Clawback
Grammarly may charge back an Affiliate Reward or withhold payment of a future Affiliate Reward to cover Affiliate Rewards paid to Affiliate for fraudulent leads if such leads are identified by Grammarly within sixty (60) days following the end of the month in which such leads were generated. Fraudulent leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) generated using stolen credit cards; or (iii) created by Affiliate or any third party, directly or indirectly, for the purpose of artificially inflating commissions payable to Affiliate. If Affiliate has an outstanding balance due to Grammarly under this Agreement or any other agreement between the Affiliate and Grammarly, whether or not related to the Affiliate Program, Affiliate agrees that Grammarly may offset any such amounts due to Grammarly from amounts payable to Affiliate under this Agreement.
Notwithstanding anything to the contrary, in the event the Qualified Actions, in Grammarly’s sole reasonable opinion, do not convert into additional revenue for Grammarly at a rate substantially similar to Grammarly’s average conversion rate, then Grammarly may withhold payment of the Affiliate Reward for an additional thirty (30) calendar day period, during which time Affiliate will reasonably assist Grammarly in Grammarly’s investigation to determine whether the Qualified Actions are legitimate. If, in Grammarly’s sole reasonable opinion, Grammarly determines that the Qualified Actions are not legitimate, then Affiliate’s entitlement to the applicable Affiliate Reward will be voided. Grammarly reserves the right to pause or terminate an Affiliate’s campaign if Affiliate traffic is deemed low-quality based on the rate of user upgrades relative to other marketing channels.
Grammarly may terminate your account and void all pending Affiliate Rewards if you fail to provide legitimate and proper payment details (e.g., mailing address, direct deposit information, etc).
4. Obligations of the Parties
4.1 Grammarly Obligations
Upon acceptance to our Affiliate Program we will provide you with Links that you may display in or on Media. The Links will identify you as a member of our Affiliate Program and establish a connection from your Media to the Program Website.
4.2 Affiliate Obligations
As a member of our Affiliate Program, you understand and agree that:
You have sole responsibility for developing, operating, and maintaining all content on or linked to your Media.
You will ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program: (i) comply with all applicable laws, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any Objectionable Content.
You will not make any representations, warranties, or other statements concerning Grammarly, a Third-Party Offeror, or any of their respective products or services except as expressly authorized herein.
You will ensure that your Media does not copy or resemble the look and feel of the Program Website or create the impression that your Media is endorsed by Grammarly or Third-Party Offerors or a part of the Program Website without our prior written consent.
You will comply with applicable OFAC restrictions and will not advertise or otherwise engage in commercial activities with persons or businesses residing in countries under sanction.
Always prominently post and make available to End Users any terms and conditions in connection with the Offer set forth by Grammarly or Third-Party Offeror, or as required by applicable laws regarding such Offers.
You must prominently display a privacy policy for End Users before collecting any personally identifiable information from them. This policy must comply with laws and fully disclose all collection, use, and sharing practices, including the handling of personally identifiable information related to the Affiliate Program and its provision to Grammarly and Third-Party Offerors.
5. Warranties
5.1 Mutual Warranties
Each party to this Agreement represents and warrants to the other that it has the right and authority to enter into this Agreement and to perform all of its respective obligations and undertakings. Each party further represents and warrants that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any other person is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.
5.2 Affiliate Warranties
You represent and warrant that you (i) have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights or violate any applicable laws; (ii) will not, directly or indirectly, engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Affiliate Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of Grammarly, our products and/or services, and/or the Affiliate Program, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Affiliate Program; (iii) will comply with all obligations, requirements, and restrictions under this Agreement and all laws, rules, and regulations as they relate to your business, your Media, or your use of the Links; and (iv) comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.
6. Forbidden Forms of End User Solicitation
You are not permitted to solicit End Users through any of the following methods:
placing Grammarly ads on any online auction platform (e.g., eBay, Amazon, etc.);
promoting Grammarly or Grammarly’s products on websites such as MTurk, Craigslist, Picoworkers, or any other microjobs freelance marketplace;
engaging in network-to-network brokering;
offering Grammarly or Grammarly products via incentive strategies and placements; or
utilizing telemarketing.
Any breach of the foregoing restrictions will result in your immediate removal from the Affiliate Program and a life-long ban from rejoining.
7. Promotional Programs
7.1 Promotional Offers.
Promotional offers cannot be combined with other performance incentive bonuses. If multiple bonus or promotional offers coincide, you will receive the bonus or promotional offer that is the greatest value for which it qualifies.
7.2 Advertising Campaigns.
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Grammarly in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as being served by you in the title bar of the window, and any client-side ad-serving software used by you shall only have been installed on an End User's computer if the function of the software is clearly disclosed to the End User prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
7.3 Affiliate Network Campaigns.
If Affiliate maintains its own affiliate network ("Network") and desires to post Links to the Network, then Affiliate will limit access and use of such Links to only affiliates in the Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose website or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. If either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Grammarly the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly prohibit any Third-Party Affiliate from using any Links and terminate their access to future Offers of Grammarly in the Network. Affiliate shall remain liable for all acts or omissions of Third-Party Affiliates, except for those Third-Party Affiliates who have provided valid contact information and affirmatively accepted this Agreement as recorded by Grammarly.
7.4 Other
Affiliates may not use any coupon code, promotion code, coupon, promotion, or deal that is not expressly provided to them via the Grammarly Affiliate Program portal(s) (Share-A-Sale and Has Offers). Any installs and/or sales using such materials will be voided with commissions revoked.
8. Trademark Policy
You may not use the trademarked names “Grammarly” and/or “Grammarly” in any manner, including keyword bidding on search engines or any variation or misspellings thereof, in metatags or to direct traffic to any website other than our website. You may not use “Grammarly” and/or “Grammarly” in any manner or any variation or misspellings in your domain name.
9. Keyword Bidding Rules
You are not permitted to bid on any keyword or keyword string on any Pay per Click Search Engines (PPCSEs) where such keyword or keywords string is, or includes, one of our trademarks (see the list of protected SEM bidding keywords below):
grammarly, www.essayrater.com, www.grammarly.com, essayrater.com, grammarly.com, essay rater, grammarly, sentenceworks, essayrater, gramarly.com, gramarly
Additionally, we prohibit bidding on the following non-brand keywords:
gramerly, gramerly.com, grammerly, grammerly.com, plagiarism checker, grammar check, plagiarism check, free plagiarism checker, plagiarism, grammar checker, grammar, plagiarism checker free, grammar check free, proofreading
To bid on brand term-discount term concatenations (i.e. Grammarly coupon, grammarly discount, grammarly deal, and variations thereof), you must obtain written consent from Grammarly's affiliate marketing team at affiliate_mktg@grammarly.com.
10. Termination
10.1 Mutual Termination
Either party may terminate this Agreement immediately upon written notice to the other party. Upon termination, Grammarly will pay any remaining unpaid Affiliate Rewards that are not the subject of a dispute.
10.2 Termination by Affiliate
You may terminate this agreement by sending notice to affiliate_mktg@grammarly.com, indicating your intent to leave the Affiliate Program. If at the time of termination you are owed $25 USD or more, that sum will be paid to you during the billing cycle immediately following the cycle during which you provided notice. Failure to notify Grammarly of your intent to leave the Affiliate Program will result in the forfeiture of any account balance that is less than $100 USD.
11. Disclaimer
GRAMMARLY MAKES NO WARRANTIES TO AFFILIATE, EXPRESS OR IMPLIED, AND HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING OUT OF USAGE OR TRADE, COURSE OF DEALING AND COURSE OF PERFORMANCE. GRAMMARLY DOES NOT GUARANTEE THAT ANY END USERS WILL ENGAGE IN ACCOUNT SIGN-UPS OR PURCHASES VIA THE LINKS THAT GRAMMARLY OR A THIRD-PARTY OFFEROR PROVIDES TO YOU.
12. Confidentiality
You agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning Grammarly or any of its affiliates or subsidiaries shall be held by you in strict confidence and shall not be utilized, directly or indirectly, by you for any purpose other than the participation in the Affiliate Program. Confidential Information shall not include information that is generally known or available to the public through a source other than disclosure by Affiliate. You must not use any information obtained from the Affiliate Program to develop, enhance, or operate a service that is competitive with the Affiliate Program or assist another party, directly or indirectly, to do the same.
13. Indemnification
You will indemnify, defend, and hold harmless Grammarly, and its officers, directors, shareholders, employees, affiliates, subsidiaries, from and against any and losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from third-party claims, suits, causes of action, or controversies alleging Affiliate’s breach of any of its representations or warranties herein or any other violation of its obligations under this Agreement.
14. Limitation of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AFFILIATE REWARDS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.
15. Publicity
You must not use Grammarly’s name or logo, or refer to Grammarly in any marketing materials, without Grammarly’s prior written approval in each instance, may be granted at Grammarly’s sole discretion and revoked at any time.
16. Miscellaneous
This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, cause of action, or controversy arising out of or relating to this Agreement may only be brought in the State Courts located in San Francisco County, California or the Federal District Court for the Northern District of California, and you agree to the exclusive personal jurisdiction of such courts. You may not assign this Agreement without Grammarly’s prior written consent. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of Grammarly by any court or other governmental or judicial authority by reason of Grammarly having or being deemed to have structured or drafted such provision. Section 1 (Definitions), Section 3 (Affiliate Rewards), Section 12 (Disclaimer), Section 13 (Indemnification), and Section 15 (Miscellaneous), along with any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context, is intended to survive the expiration of the Term, will survive any such expiration.