This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, GroupGreeting ("GroupGreeting", “We”) and you (the “Affiliate”, “You”), regarding your application to and participation in, the GroupGreeting Affiliate Program (the "Affiliate Program", “Program”) as an affiliate of GroupGreeting, and the establishment of links from your website to our website, https://www.GroupGreeting.com.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
Participation
You will complete and submit the online application to participate in the program. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner.
We may reject your application if we determine (in our sole discretion) that your website is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or unsuitable for our Program, including if it does any of the following:
-Promotes sexually explicit materials
-Promotes violence
-Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
-Promotes illegal activities
-Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
-Includes "Merchant" or variations or misspellings thereof in its domain name
-Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
-Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
-Resembles our website or is designed in a manner which leads customers to believe you are GroupGreeting.com
If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account.
Affiliate Program
Once you sign up as an Affiliate, we will provide you with a specific link or links (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your website as a member of the Affiliate Program and will establish a link from your website or e-mail to GroupGreeting’s website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times.
You shall display the Links prominently in relevant sections of your website. You will not use graphic or textual images (indicating a Link) or text messages to promote GroupGreeting that are not approved in advance by GroupGreeting.
You shall not distribute the Links to third parties to be posted on websites that you do not own.
You may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. You are not allowed to post any refunds, credits or discounts on the GroupGreeting Products and Services, or other content concerning GroupGreeting without GroupGreeting’s prior written consent in each instance. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.
Restricted Activities
You are prohibited from bidding on GroupGreeting trademark terms on all search engines. This includes any variations, combinations and lower case variants of these terms with or without the “www” prefix or “com” suffix. We will not pay a commission on any transactions derived from bidding on any of the following protected trademarked/brand-related keywords: GroupGreeting.
You may not make keyword buys that are confusingly similar to, or a derivation of, GroupGreeting’s name or other trademarks, include misspellings or “typo squatting” variants of GroupGreeting.
You may not use links that automatically redirect the user to our Website in the Affiliate’s search ads. You may not use our Website for any display or destination URL listings used in paid search campaigns, or cloak or mask our URL in search engines.
You will not use any inappropriate form of promotional, marketing, or advertising activity with their Link or Affiliate Site, which includes the use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to GroupGreeting and the Services.
You will not unsolicited spam or send bulk-emails including GroupGreeting’s name, logo, graphics or Links.
You will not use your own Link to purchase any Services.
You will not make or authorize any proposal, representation, warranty, guarantee, or communication relating to the Services that is inconsistent with GroupGreeting’s standard terms and policies, or that has not been approved or otherwise authorized by GroupGreeting in writing.
GroupGreeting Rights and Obligations
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the GroupGreeting Affiliate Program.
We reserve the right to terminate this Agreement and your participation in the GroupGreeting
Affiliate Program immediately and without notice to you should you commit fraud in your use of the GroupGreeting Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Merchant.com shall not be liable to you for any commissions for such fraudulent sales.
Affiliate Obligations
You are solely responsible for the development, operation, and maintenance of your Site and all materials that appear on your Affiliate Site. If you are not in compliance with these terms and conditions or any other law or regulation, we may terminate your participation in the Affiliate Program effective immediately.
Your responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to GroupGreeting Products and Services); ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
Payment
GroupGreeting will pay the Affiliate a commission on any paid order made by the Affiliate customers that the Affiliate refers to GroupGreeting through the Affiliate Link during the term of this agreement. GroupGreeting uses ShareASale.com to handle all of the tracking and payment of commission fees. Kindly review the network?s payment terms and conditions.
Use of License and Trademarks
We hereby grant to you while you are part of our Affiliate Program a non-exclusive, non-transferable, revocable, royalty-free license to establish hyperlinks between your Affiliate Site and the GroupGreeting website and to use GroupGreeting’s trade names, logos, trademarks and service marks (the “Marks”) solely for the purpose of marketing and promoting the Services.
The foregoing license does not include the right to, and Affiliate will not modify the Marks in any manner, incorporate any of the Marks into any other trademark or service mark, or combine the Marks with any other words, logos, designs, service marks or trademarks.
Affiliate will comply with any trademark usage guidelines and instructions provided by GroupGreeting in connection with Affiliate’s use of the Marks.
We will have the right to review and monitor Affiliate’s use of the Marks. If there is any non-compliance with such guidelines and instructions, at GroupGreeting’s request and direction, Affiliate will, at its sole cost, promptly correct any non-complying use of the Marks.
Affiliate will not adopt brands, logos, trademarks, service marks, trade names or other marks which are the same as or confusingly similar to the Marks.
Affiliate’s use of the Marks in any advertisement, web page, promotional materials, or other items shall be subject to GroupGreeting’s prior review and approval, and Affiliate will furnish to GroupGreeting an advance copy of each such items.
Affiliate will at all times maintain a high level of quality for the Affiliate Site.
Except as set forth above, we each reserve all right, title and interest in our respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks, and other intellectual property rights). Use of Marks except as set forth herein is strictly prohibited.
FTC Compliance
The Federal Trade Commission (FTC) requires that material connections between advertisers and endorsers be disclosed. We require all GroupGreeting Affiliates to comply with applicable laws, regulations and prominently disclose compensation for Referred Customers. GroupGreeting reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides on your Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of GroupGreeting’s Products and Services.
Disclaimer of Warranty and Limitation of Liability
GroupGreeting will remain solely responsible for the operation of the GroupGreeting website and Services, and you will remain solely responsible for the operation of the Affiliate Site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control; it retains sole right and control over the programming, content, and conduct of transactions over its respective site or service.
EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT, THE SERVICES AND AFFILIATE REFERRAL PROGRAM ARE PROVIDED “AS IS,” AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLICKGUARD EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR THROUGH COURSE OF DEALING, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY REGARDING (I) THE AMOUNT OF COMMISSIONS AFFILIATE MAY GENERATE DURING THE TERM, AND (II) ANY ECONOMIC OR OTHER BENEFIT THAT AFFILIATE MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.
UNDER NO CIRCUMSTANCES WILL GROUPGREETING BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY CLAIMS FOR LOST PROFITS, LOST BUSINESS, OR LOST DATA) ARISING OUT OF THIS AGREEMENT, EVEN IF GROUPGREETING HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
GROUPGREETING’S ENTIRE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE UNDER THIS AGREEMENT.
Data Security
Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the GDPR, CCPA, or applicable Canadian regulations. Affiliate agrees to promptly assist GroupGreeting in complying with any data subject rights request that GroupGreeting may receive from any individuals referred to GroupGreeting by Affiliate.
Nature of Relationship
Nothing in this agreement will create any employment, independent contractor, partnership, joint venture, agency, franchise, or sales representative relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.
Representations and Warranties
You represent and warrant the following:
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
Indemnification
You hereby agree to indemnify and hold harmless GroupGreeting and its 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 our use of the Affiliate Trademarks infringes 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, or (iii) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.
Confidentiality
Each of the parties hereto agrees all proprietary information related to the business of GroupGreeting and any of its affiliates, clients and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with this Agreement (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations under this Agreement. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with this Agreement; provided that you assume full responsibility for any failure to comply with this Agreement.
Notwithstanding the foregoing, each party is hereby authorized to disclose confidential information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder
Severability
Whenever possible, each provision of this Assignment, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Assignment is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Assignment will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
Waiver
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
Governing Law
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Both parties consent to the personal jurisdiction of the state and federal courts in San Francisco, California.
