InsideTracker
Program Terms
InsideTracker
Affiliate Program Agreement
Last Updated: March 9, 2020
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“MEDIA PARTNER”) ON THE ONE HAND AND INSIDETRACKER (SEGTERRA, INC.) (“ADVERTISER” OR “INSIDETRACKER”) AND SHAREASALE, INC. (“SHAREASALE”) ON THE OTHER. COLLECTIVEY ADVERTISER AND SHAREASALE ARE REFERRED TO AS "COMPANY". MEDIA PARTNER AND COMPANY MAY BE COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS “PARTIES” OR INDIVIDUALLY AS “PARTY.” Please note that throughout this Agreement, "we," "us," and "our" refer to Company and "you," "your," and "yours" refer to Media Partner.
BY SUBMITTING THE ONLINE APPLICATION, AND BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. OVERVIEW
This Affiliate Program Terms of Use (“EIO”) together with a Media Partner Usage Agreement contains the complete terms and conditions governing your relationship with the Company and, if applicable, your participation in Advertiser’s Affiliate Program (the "Program").
2. ENROLLMENT
You must be approved by the Company before your participation in Advertiser’s Affiliate Program. After receiving your application, we will review your website and notify you of your acceptance or rejection into our program. Please allow a reasonable time for your application to be reviewed. Company reserves the right to withhold or refuse approval for any reason and without providing any further detail as to the reason(s) of the application rejection. However, we encourage you to contact us if you feel we have made an incorrect decision in refusing approval. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure of the Media Partner’s ability to observe the terms and conditions of this Agreement or privacy policy posted on Company's Site disqualifies Media Partner from participating in the Program. Media Partner shall promptly notify Company in the event of a material change in its business practices or strategy. Approval may be withdrawn by Company, at any time and for any reason, without any advance notice.
3. YOUR WEBSITE
We will reject your application or cancel an existing Media Partner account if we determine that your site or social media property is unsuitable for our Program, including if it comprises the following:
Prohibited Web Site Domain or URL Keywords. InsideTracker, Insidetracker.com, www.InsideTracker, Segterra, Segterra, Inc. InnerAge and/or any misspellings or similar alterations of these, be it separately or in combination with other keywords.
Your website must be relevant to the InsideTracker and its services and products. Should you be applying with a different site than what is listed as the main website on your account, please make note of this in your application to speed up the review process.
All Media Partners shall maintain and post in a conspicuous manner on any website involved in the Program a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. The privacy policy and data protection mechanisms used must comply with all data privacy and protection regulations which apply within the countries the Affiliate conducts business (examples include but are not limited to EU Privacy Shield, CCPA, GDPR, etc.). Company reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program.
It is your obligation to review the Terms of Service for the Program regularly. You must stay aware of any changes to the Company’s Agreement, although Company will use its reasonable efforts to notify you of any changes.
4. YOUR AFFILIATE LINKS
Company reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
You agree to abide by the following rules for use of InsideTracker affiliate links:
• ALLOWED: Posting your affiliate links on a website that you own and control.
• ALLOWED: Posting your affiliate links on your personal social media pages.
• ALLOWED: Sending your affiliate links through email to lists that are aware of your affiliate link usage.
• NOT ALLOWED: Spamming anyone via email with your affiliate links. Receivers must opt in.
• NOT ALLOWED: Posting your affiliate links on sites that you do not own and control.
• NOT ALLOWED: Posting your affiliate links on InsideTracker social media pages.
5. PAY PER CLICK (“PPC”) / KEYWORD BIDDING
You agree to abide by rules below for pay per click and keyword bidding. Should transactions come through that violate these rules, all related commission will be voided, and the Media Partner will be reported to the network. Further, we reserve the right to expel any trademark violator from our Program without prior notice, and on the first occurrence of such pay-per-click bidding behavior.
• NOT ALLOWED: Bidding on any InsideTracker protected and trademarked keywords including misspellings or similar alterations of InsideTracker trademarks, be it separately or in combination with other keywords.
• NOT ALLOWED: Using our trademarked terms in sequence with any other keyword (i.e. InsideTracker Coupon).
• NOT ALLOWED: Using our trademarked terms in your ad title, ad copy, display name or as the display URL.
• NOT ALLOWED: Direct linking to our website from any pay per click ad or use of redirects that yield the same result. These must be directed to an actual page on your website.
• NOT ALLOWED: Using or misrepresenting INSIDETRACKER in any way with keywords. Anything that is a blatant work around or misspelling will not be accepted for credit.
Protected Keywords include (without limitation) any INSIDETRACKER protected and/or trademarked terms, including but not limited to, INSIDETRACKER, INSIDETRACKER coupon, INSIDETRACKER discount, INSIDETRACKER.com and INNERAGE.
6. SOCIAL MEDIA
You are allowed to post your affiliate links on your own pages/channels.
INSIDETRACKER Social Media Pages. It is strictly prohibited to use your referral links for the INSIDETRACKER Affiliate Program on INSIDETRACKER Social Media pages (our Facebook/Twitter/Instagram/Pinterest, etc.) in an attempt to earn commission from others viewing our profiles. Transactions of this nature will be voided and Media Partner’s status in the Program, terminated or suspended.
7. COUPON GUIDELINES
If 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 INSIDETRACKER Program.
• Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in removal from the Program.
• Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
• NOT ALLOWED: Using any technology that covers up the coupon code and generates the affiliate click by revealing the code.
• NOT ALLOWED: Advertising coupon codes obtained from our non-affiliate advertising, customer e-mails, or any other campaign.
• NOT ALLOWED: Giving the appearance that any ongoing offer requires clicking from your website in order to redeem. (For example, we offer free shipping site wide, you may not turn this into an "offer" that infers that the customer must click from your site to get "free shipping".)
• NO COMMISSION will be awarded for referrals using a coupon from a deal site such as Groupon, LivingSocial, Plum District, or any other daily deal site that INSIDETRACKER runs a promotion on.
Media Partners may only use coupons and promotional codes that are provided exclusively through the Program. Transactions that come through with codes that are not approved for the Program will be voided and not awarded commission.
8. ADDITIONAL PROMOTIONAL METHODS
Email – ALLOWED: All Media Partners that engage in email marketing must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Subscriber opt-in date; (b) Registration source; (c) First name; (d) Last name; (e) E-mail address; (f) Privacy Policy of Source Site; (g) Any other information collected; and (h) Media Partner will supply such records to Company within one (1) business day of a request.
9. REVERSALS & COMMUNICATION
INSIDETRACKER reserves the right to reverse transactions due to cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Should a reversal occur, a reason will be provided. If we seek clarity regarding the nature of a transaction, we expect that you respond to our inquiries in a timely manner. Should we make several attempts to contact you with no response, we then reserve the right to void the suspected transactions and remove you from the Program or set your commission to 0% until a valid response is received.
We will make an attempt to contact you for clarity about any transactions that looks suspect or requires more information. If you cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof or are found to be intentionally vague or lying, your commissions will be reversed.
10. FTC DISCLOSURE REQUIREMENTS
You must comply with all FTC disclosure requirements, including a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our 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 an INSIDETRACKER product for free for review, this also must be clearly stated in your disclosure.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at
http://business.ftc.gov/advertising-and-marketing/endorsements
11. COMMISSION AND PAYMENT
Media Partners are paid according to the terms stated in the Special Terms & Conditions of the Insertion Order. It is the sole responsibility of Media Partners to ensure that their payment information, regardless of means of transmission, is current and correct. Digital Payments (such as PayPal) sent to a valid email address cannot be reversed or retransmitted for any reason. Additionally, digital payments may be subject to total dollar amount limits as imposed by the payment provider, and if that limit should be exceeded the Media Partner will receive as many separate payments as necessary to reach the full amount earned in the given payment period.
Company shall compile and calculate the data required to determine your eligible commission payment. Any questions or disputes regarding the data or payout provided by Company must be submitted in writing within five (5) business days from the most recent payment date, otherwise the information will be deemed accurate and accepted as such by you.
Company will only pay Media Partners for commissions that are earned and tracked while active members of the Program. Any Media Partner that is removed from the Program because of non-compliant behavior will no longer receive commissions from any referred customers. Media Partners who voluntarily close their account will cease earning commissions immediately, as will any Media Partner who is removed due to cessation of promotional activity (no visible links or click activity for a period of one (1) year or more) and is not responsive to outreach attempts.
As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service). Any missing payments, regardless of method of transmission or cause of loss, are subject to a waiting period of one hundred eighty (180) days from issuance before a replacement may be generated. In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you.
12. LICENSE AND TRADEMARKS
Advertiser grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Advertiser’s Program. You agree that all uses of the Licensed Materials will be on behalf of Advertiser and the goodwill associated therewith (including any data derived from the Program) will inure to the sole benefit of Advertiser. The license granted hereunder is valid only while you remain a member of the Program as a Media Partner and comply fully with this Agreement. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Media Partner grants to INSIDETRACKER a nonexclusive, nontransferable, royalty-free right to use and display Media Partner’s trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that INSIDETRACKER makes its trademarks available to Media Partner within the Affiliate program, Media Partner may use the trademarks as long as it follows the usage requirements in this section. Media Partner must: (i) only use the images of the trademarks that InsideTracker makes available to Media Partner, without altering them in any way; (ii) only use trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if INSIDETRACKER requests that Media Partner discontinue use. Media Partner must not: (i) use a trademark in a misleading or disparaging way; (ii) use a trademark in a way that implies INSIDETRACKER endorses, sponsors or approves of Media Partner’s services or products; or (iii) use a trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
13. MISCELLANEOUS
You hereby agree to indemnify and hold harmless Advertiser and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that you infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any violation of any applicable law or regulation of any jurisdiction or (iv) any claim related to your site.
You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.
Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
Media Partners may be removed from the Program by INSIDETRACKER without penalty for any reason or no reason at INSIDETRACKER’S sole discretion.
14. PROPRIETARY RIGHTS.
INSIDETRACKER’S Proprietary Rights. No license to any software is granted by this Agreement. The INSIDETRACKER products are protected by intellectual property laws. The INSIDETRACKER products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the INSIDETRACKER products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the INSIDETRACKER content, or the INSIDETRACKER products in whole or in part, by any means, except as expressly authorized in writing by us. INSIDETRACKER, the INSIDETRACKER logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the INSIDETRACKER products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the INSIDETRACKER products, without payment to you.
15. OPT OUT
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
16. Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision INSIDETRACKER with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use your trademarks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a INSIDETRACKER Affiliate on any website(s) you own where you make an Affiliate link available); (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with INSIDETRACKER’s own advertising, including, but not limited to, our branded keywords; (iii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iv) you will not attempt to mask the referring URL information; (v) you will not use your own Affiliate link to purchase INSIDETRACKER products for yourself.
17. Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE INSIDETRACKER PRODUCTS, INSIDETRACKER CONTENT, OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE PROGRAM MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE INSIDETRACKER PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE INSIDETRACKER PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 90 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, INSIDETRACKER SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
18. Non-Solicitation
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
19. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via posting on this website and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of law’s provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the INSIDETRACKER Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the INSIDETRACKER Products to prohibited countries or individuals or permit use of the INSIDETRACKER Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the INSIDETRACKER Products, our trademarks, or any other property or right of ours.
Sales by INSIDETRACKER. This Agreement shall in no way limit our right to sell the INSIDETRACKER Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Exhibit A
INSIDETRACKER – GDPR Data Processing Addendum (Affiliates)
This Data Processing Addendum ("Addendum") sets out the terms that apply as between INSIDETRACKER and Media Partner (or “Marketing Affiliate”) when processing EEA personal data in connection with the Affiliate Program Agreement. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the "Agreement") unless otherwise defined in this Addendum.
Definitions: (a) "controller," "processor," "data subject," and "processing" (and "process") shall have the meanings given to them in Applicable Data Protection Law; (b) "Applicable Data Protection Law" means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) "EU Data Protection Law" means: (i) the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) "Personal Data" means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing. The parties acknowledge that in connection with the Affiliate Program Agreement, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, INSIDETRACKER shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Affiliate Program Agreement.
Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party's compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
International transfers. Where Applicable Data Protection Law in the European Economic Area ("EEA"), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the "EU'), applies to the Personal Data ("EU Personal Data"), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to INSIDETRACKER and INSIDETRACKER is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), INSIDETRACKER agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) ("Model Clauses"), which are incorporated by reference in, and form an integral part of, this Addendum. INSIDETRACKER agrees that it is a "data importer" and the Marketing Affiliate is the "data exporter" under the Model Clauses (notwithstanding that INSIDETRACKER may be an entity located outside of the EEA).
Security: Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a "Security Incident") and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.
© 2020 Segterra, Inc
Affiliate Program Agreement
Last Updated: March 9, 2020
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU (“MEDIA PARTNER”) ON THE ONE HAND AND INSIDETRACKER (SEGTERRA, INC.) (“ADVERTISER” OR “INSIDETRACKER”) AND SHAREASALE, INC. (“SHAREASALE”) ON THE OTHER. COLLECTIVEY ADVERTISER AND SHAREASALE ARE REFERRED TO AS "COMPANY". MEDIA PARTNER AND COMPANY MAY BE COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS “PARTIES” OR INDIVIDUALLY AS “PARTY.” Please note that throughout this Agreement, "we," "us," and "our" refer to Company and "you," "your," and "yours" refer to Media Partner.
BY SUBMITTING THE ONLINE APPLICATION, AND BY REFERRING VISITORS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. OVERVIEW
This Affiliate Program Terms of Use (“EIO”) together with a Media Partner Usage Agreement contains the complete terms and conditions governing your relationship with the Company and, if applicable, your participation in Advertiser’s Affiliate Program (the "Program").
2. ENROLLMENT
You must be approved by the Company before your participation in Advertiser’s Affiliate Program. After receiving your application, we will review your website and notify you of your acceptance or rejection into our program. Please allow a reasonable time for your application to be reviewed. Company reserves the right to withhold or refuse approval for any reason and without providing any further detail as to the reason(s) of the application rejection. However, we encourage you to contact us if you feel we have made an incorrect decision in refusing approval. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Failure of the Media Partner’s ability to observe the terms and conditions of this Agreement or privacy policy posted on Company's Site disqualifies Media Partner from participating in the Program. Media Partner shall promptly notify Company in the event of a material change in its business practices or strategy. Approval may be withdrawn by Company, at any time and for any reason, without any advance notice.
3. YOUR WEBSITE
We will reject your application or cancel an existing Media Partner account if we determine that your site or social media property is unsuitable for our Program, including if it comprises the following:
Prohibited Web Site Domain or URL Keywords. InsideTracker, Insidetracker.com, www.InsideTracker, Segterra, Segterra, Inc. InnerAge and/or any misspellings or similar alterations of these, be it separately or in combination with other keywords.
Your website must be relevant to the InsideTracker and its services and products. Should you be applying with a different site than what is listed as the main website on your account, please make note of this in your application to speed up the review process.
All Media Partners shall maintain and post in a conspicuous manner on any website involved in the Program a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. The privacy policy and data protection mechanisms used must comply with all data privacy and protection regulations which apply within the countries the Affiliate conducts business (examples include but are not limited to EU Privacy Shield, CCPA, GDPR, etc.). Company reserves the right to review your privacy policy as necessary. Failure to have a privacy policy may result in termination from the Program.
It is your obligation to review the Terms of Service for the Program regularly. You must stay aware of any changes to the Company’s Agreement, although Company will use its reasonable efforts to notify you of any changes.
4. YOUR AFFILIATE LINKS
Company reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
You agree to abide by the following rules for use of InsideTracker affiliate links:
• ALLOWED: Posting your affiliate links on a website that you own and control.
• ALLOWED: Posting your affiliate links on your personal social media pages.
• ALLOWED: Sending your affiliate links through email to lists that are aware of your affiliate link usage.
• NOT ALLOWED: Spamming anyone via email with your affiliate links. Receivers must opt in.
• NOT ALLOWED: Posting your affiliate links on sites that you do not own and control.
• NOT ALLOWED: Posting your affiliate links on InsideTracker social media pages.
5. PAY PER CLICK (“PPC”) / KEYWORD BIDDING
You agree to abide by rules below for pay per click and keyword bidding. Should transactions come through that violate these rules, all related commission will be voided, and the Media Partner will be reported to the network. Further, we reserve the right to expel any trademark violator from our Program without prior notice, and on the first occurrence of such pay-per-click bidding behavior.
• NOT ALLOWED: Bidding on any InsideTracker protected and trademarked keywords including misspellings or similar alterations of InsideTracker trademarks, be it separately or in combination with other keywords.
• NOT ALLOWED: Using our trademarked terms in sequence with any other keyword (i.e. InsideTracker Coupon).
• NOT ALLOWED: Using our trademarked terms in your ad title, ad copy, display name or as the display URL.
• NOT ALLOWED: Direct linking to our website from any pay per click ad or use of redirects that yield the same result. These must be directed to an actual page on your website.
• NOT ALLOWED: Using or misrepresenting INSIDETRACKER in any way with keywords. Anything that is a blatant work around or misspelling will not be accepted for credit.
Protected Keywords include (without limitation) any INSIDETRACKER protected and/or trademarked terms, including but not limited to, INSIDETRACKER, INSIDETRACKER coupon, INSIDETRACKER discount, INSIDETRACKER.com and INNERAGE.
6. SOCIAL MEDIA
You are allowed to post your affiliate links on your own pages/channels.
INSIDETRACKER Social Media Pages. It is strictly prohibited to use your referral links for the INSIDETRACKER Affiliate Program on INSIDETRACKER Social Media pages (our Facebook/Twitter/Instagram/Pinterest, etc.) in an attempt to earn commission from others viewing our profiles. Transactions of this nature will be voided and Media Partner’s status in the Program, terminated or suspended.
7. COUPON GUIDELINES
If 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 INSIDETRACKER Program.
• Posting any information about how to work around the requirements of a coupon/promotion (i.e. first time customers only) will result in removal from the Program.
• Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
• NOT ALLOWED: Using any technology that covers up the coupon code and generates the affiliate click by revealing the code.
• NOT ALLOWED: Advertising coupon codes obtained from our non-affiliate advertising, customer e-mails, or any other campaign.
• NOT ALLOWED: Giving the appearance that any ongoing offer requires clicking from your website in order to redeem. (For example, we offer free shipping site wide, you may not turn this into an "offer" that infers that the customer must click from your site to get "free shipping".)
• NO COMMISSION will be awarded for referrals using a coupon from a deal site such as Groupon, LivingSocial, Plum District, or any other daily deal site that INSIDETRACKER runs a promotion on.
Media Partners may only use coupons and promotional codes that are provided exclusively through the Program. Transactions that come through with codes that are not approved for the Program will be voided and not awarded commission.
8. ADDITIONAL PROMOTIONAL METHODS
Email – ALLOWED: All Media Partners that engage in email marketing must have the consent of the recipient to send such email and shall maintain records evidencing such consent including, without limitation: (a) Subscriber opt-in date; (b) Registration source; (c) First name; (d) Last name; (e) E-mail address; (f) Privacy Policy of Source Site; (g) Any other information collected; and (h) Media Partner will supply such records to Company within one (1) business day of a request.
9. REVERSALS & COMMUNICATION
INSIDETRACKER reserves the right to reverse transactions due to cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Should a reversal occur, a reason will be provided. If we seek clarity regarding the nature of a transaction, we expect that you respond to our inquiries in a timely manner. Should we make several attempts to contact you with no response, we then reserve the right to void the suspected transactions and remove you from the Program or set your commission to 0% until a valid response is received.
We will make an attempt to contact you for clarity about any transactions that looks suspect or requires more information. If you cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof or are found to be intentionally vague or lying, your commissions will be reversed.
10. FTC DISCLOSURE REQUIREMENTS
You must comply with all FTC disclosure requirements, including a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our 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 an INSIDETRACKER product for free for review, this also must be clearly stated in your disclosure.
For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf ; and the FTC's Endorsement Guidelines at
http://business.ftc.gov/advertising-and-marketing/endorsements
11. COMMISSION AND PAYMENT
Media Partners are paid according to the terms stated in the Special Terms & Conditions of the Insertion Order. It is the sole responsibility of Media Partners to ensure that their payment information, regardless of means of transmission, is current and correct. Digital Payments (such as PayPal) sent to a valid email address cannot be reversed or retransmitted for any reason. Additionally, digital payments may be subject to total dollar amount limits as imposed by the payment provider, and if that limit should be exceeded the Media Partner will receive as many separate payments as necessary to reach the full amount earned in the given payment period.
Company shall compile and calculate the data required to determine your eligible commission payment. Any questions or disputes regarding the data or payout provided by Company must be submitted in writing within five (5) business days from the most recent payment date, otherwise the information will be deemed accurate and accepted as such by you.
Company will only pay Media Partners for commissions that are earned and tracked while active members of the Program. Any Media Partner that is removed from the Program because of non-compliant behavior will no longer receive commissions from any referred customers. Media Partners who voluntarily close their account will cease earning commissions immediately, as will any Media Partner who is removed due to cessation of promotional activity (no visible links or click activity for a period of one (1) year or more) and is not responsive to outreach attempts.
As required by U.S. Law, U.S. Residents will be required to submit a W-9 form (as required by the Internal Revenue Service). Any missing payments, regardless of method of transmission or cause of loss, are subject to a waiting period of one hundred eighty (180) days from issuance before a replacement may be generated. In addition to any other remedies that may be available to Company, in the event of any breaches by you of this Agreement, you shall forfeit your rights to any amounts owed by Company to you.
12. LICENSE AND TRADEMARKS
Advertiser grants to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Advertiser’s Program. You agree that all uses of the Licensed Materials will be on behalf of Advertiser and the goodwill associated therewith (including any data derived from the Program) will inure to the sole benefit of Advertiser. The license granted hereunder is valid only while you remain a member of the Program as a Media Partner and comply fully with this Agreement. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
Media Partner grants to INSIDETRACKER a nonexclusive, nontransferable, royalty-free right to use and display Media Partner’s trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.
During the term of this Agreement, in the event that INSIDETRACKER makes its trademarks available to Media Partner within the Affiliate program, Media Partner may use the trademarks as long as it follows the usage requirements in this section. Media Partner must: (i) only use the images of the trademarks that InsideTracker makes available to Media Partner, without altering them in any way; (ii) only use trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if INSIDETRACKER requests that Media Partner discontinue use. Media Partner must not: (i) use a trademark in a misleading or disparaging way; (ii) use a trademark in a way that implies INSIDETRACKER endorses, sponsors or approves of Media Partner’s services or products; or (iii) use a trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
13. MISCELLANEOUS
You hereby agree to indemnify and hold harmless Advertiser and their subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that you infringed on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, (iii) any violation of any applicable law or regulation of any jurisdiction or (iv) any claim related to your site.
You will immediately notify Company of any current, impending, or potential legal action against it by a third party for matters relating to email, email complaints, email deployment, and violations of CAN-SPAM.
Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder.
Media Partners may be removed from the Program by INSIDETRACKER without penalty for any reason or no reason at INSIDETRACKER’S sole discretion.
14. PROPRIETARY RIGHTS.
INSIDETRACKER’S Proprietary Rights. No license to any software is granted by this Agreement. The INSIDETRACKER products are protected by intellectual property laws. The INSIDETRACKER products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the INSIDETRACKER products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the INSIDETRACKER content, or the INSIDETRACKER products in whole or in part, by any means, except as expressly authorized in writing by us. INSIDETRACKER, the INSIDETRACKER logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the INSIDETRACKER products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the INSIDETRACKER products, without payment to you.
15. OPT OUT
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
16. Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision INSIDETRACKER with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use your trademarks.
You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a INSIDETRACKER Affiliate on any website(s) you own where you make an Affiliate link available); (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with INSIDETRACKER’s own advertising, including, but not limited to, our branded keywords; (iii) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (iv) you will not attempt to mask the referring URL information; (v) you will not use your own Affiliate link to purchase INSIDETRACKER products for yourself.
17. Disclaimers; Limitations of Liability
Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE INSIDETRACKER PRODUCTS, INSIDETRACKER CONTENT, OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE PROGRAM MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE INSIDETRACKER PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE INSIDETRACKER PRODUCTS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A 90 DAY DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, INSIDETRACKER SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
18. Non-Solicitation
You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.
19. Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via posting on this website and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of law’s provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the INSIDETRACKER Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the INSIDETRACKER Products to prohibited countries or individuals or permit use of the INSIDETRACKER Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the INSIDETRACKER Products, our trademarks, or any other property or right of ours.
Sales by INSIDETRACKER. This Agreement shall in no way limit our right to sell the INSIDETRACKER Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Exhibit A
INSIDETRACKER – GDPR Data Processing Addendum (Affiliates)
This Data Processing Addendum ("Addendum") sets out the terms that apply as between INSIDETRACKER and Media Partner (or “Marketing Affiliate”) when processing EEA personal data in connection with the Affiliate Program Agreement. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the "Agreement") unless otherwise defined in this Addendum.
Definitions: (a) "controller," "processor," "data subject," and "processing" (and "process") shall have the meanings given to them in Applicable Data Protection Law; (b) "Applicable Data Protection Law" means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) "EU Data Protection Law" means: (i) the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) "Personal Data" means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing. The parties acknowledge that in connection with the Affiliate Program Agreement, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, INSIDETRACKER shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Affiliate Program Agreement.
Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party's compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
International transfers. Where Applicable Data Protection Law in the European Economic Area ("EEA"), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the "EU'), applies to the Personal Data ("EU Personal Data"), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Affiliate transfers EU Personal Data to INSIDETRACKER and INSIDETRACKER is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), INSIDETRACKER agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) ("Model Clauses"), which are incorporated by reference in, and form an integral part of, this Addendum. INSIDETRACKER agrees that it is a "data importer" and the Marketing Affiliate is the "data exporter" under the Model Clauses (notwithstanding that INSIDETRACKER may be an entity located outside of the EEA).
Security: Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a "Security Incident") and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.
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