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PLEASE READ THIS AFFILIATE PROGRAM CREATOR AGREEMENT CAREFULLY.
THIS GIA AFFILIATE PROGRAM CREATOR AGREEMENT IS ENTERED INTO BETWEEN GRIN TECHNOLOGIES INC. (“GRIN,” “WE,” “US,” OR “OUR”) AND YOU (“AFFILIATE,” “CREATOR” OR “YOU”) AS OF THE EFFECTIVE DATE (AS DEFINED HEREIN). YOU REPRESENT THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT. YOU FURTHER REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS THE GRIN SERVICES OR PARTICIPATE IN THE GIA AFFILIATE PROGRAM.
The Affiliate Program Creator Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). We periodically update these terms. If we update these terms we will let you know via electronic means which may be at https://grin.ai, or by an in-app notification within the Affiliate Tool or email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
1. Definitions
“Affiliate Program” means our affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your Sites or promote through other channels in accordance with this Agreement.
“Affiliate Policies” means the policies applicable to Affiliates which we are located on the Program Policies Page (defined below) or that we may otherwise make available to you from time to time.
“Affiliate Tool” means the app or web based tool that we make available to you upon the completion of your Affiliate Program registration as verified by Grin and for you to use in order to participate in the Affiliate Program.
"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount equal to the percentage of the sale price of any Product sold via an Affiliate Link as a result of promotion by an Affiliate, as calculated by a commission rate described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction. Commission rates are set exclusively by Sellers.
“Customer” means the authorized user who has purchased third party products or services after being an Affiliate Lead.
“Customer Transactions” means a Valid Transaction by an Affiliate Lead that is eligible for Commission pursuant to this Agreement.
"Customer Data" means all information that a Customer submits via the Services and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Services.
“Mark” or “Marks” means any logo, trademark or other mark owned by Grin or its affiliates or which may be provided to you in connection with the Affiliate Program.
“Persona Data” means any information relating to an identified or identifiable natural person, or as otherwise defined under any applicable data privacy laws or regulations.
"Program Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Program Policies Page” means the landing page: https://www.gia.ai/affiliate-program-policies where we will provide all the up to date guidelines and policies for the Affiliate Program, including any Third-Party Networks.
“Seller(s)” means any brand, retailer or merchant that participates in the Affiliate Program, including any third-party affiliate program as identified in the Program Policies Page.
“Services” means the Grin proprietary online platform and Affiliate Tool, which is made available to you during the term of this Agreement, including without limitation all software, information, documentation, updates, modifications, releases, versions, and enhancements to such software, features or functionality that may hereafter be generally released by us, as well as all present and future intellectual property, and other data not owned by you or any Customer or Seller.
“Site” or “Sites” any website or social media channel or other digital asset you own, control or maintain the requisite rights to maintain.
“Third-Party Network” means any third-party affiliate network that we maintain a business relationship with and within which the Affiliate Program is considered a subnetwork.
2. Non-Exclusivity. This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the use of similar services and products of third parties.
3. Affiliate Program Application; Ongoing Eligibility.
Affiliate Program Application. To begin the registration process, you must submit a complete and accurate Affiliate Program registration application. Your Sites must contain original content and be publicly available via the website address or URL provided in the registration. You must identify your Sites in your registration. We will evaluate your application and notify you of its acceptance or rejection. Your Sites will not be eligible for inclusion in the Affiliate Program, and you cannot include any Affiliate Links on it, if your Site is unsuitable. Unsuitable Sites include those that:
(a) promote or contain sexually explicit or obscene materials,
(b) promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts,
(c) promote or contain false, deceptive, libelous or defamatory materials,
(d) promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),
(e) promote or undertake illegal activities,
(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws, regulations, and/or guidelines); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);
(g) include any Mark of Grin, Gia, or a variant or misspelling of a Mark in any domain name, subdomain name, in any “tag,”, or in any username, group name, or other identifier on any social networking site; or
(h) otherwise violate any intellectual property rights.
We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we (i) reject your application for any other reason or (ii) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Affiliate Program without our advanced prior written authorization.
You will ensure that the information in your Affiliate Program application and information otherwise associated with your Affiliate program account, including your email address, other contact information, and identification of your Sites, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program and this Agreement to the email address then-currently associated with your Affiliate Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
If you are a non-US person participating in the Affiliate Program, you agree that unless you have otherwise notified us in your tax information you will perform all services under the Agreement outside the United States.
The Affiliate Program is free to join, and we provide resources on the Affiliate Program site and Program Policies Page to help Affiliates succeed with the program. We have never authorized any business to provide paid set-up or consulting services to our Affiliates, so please be cautious if any third-party (even one attempting to appropriate the Grin or Gia names) reaches out to offer you costly services.
Ongoing Eligibility. Following the completion of your Affiliate Program Application and our notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. We may request that you provide additional information from time to time for the purpose of verifying your eligibility to participate in the Affiliate Program. You agree to promptly provide any such information that we may request as part of its verification process. Failure to provide information requested by us within ten (10) days following such request will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies that we may issue and update from time to time.
4. Responsibility for Your Sites
You will be solely responsible for your Sites, including its development, operation, dependency, services, and maintenance and all data and materials that appear on or within it. You will be solely responsible for:
(a) the technical operation of your Sites and all related equipment,
(b) displaying Affiliate Links and Program Content on your Sites in compliance with this Agreement all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Sites,
(c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Sites (including all product descriptions and other product-related materials and any information you include within or associate with any Affiliate Link),
(d) using the Program Content, your Sites, and the materials on or within your Sites in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights),
(e) disclosing on your Sites accurately and adequately and otherwise satisfying applicable legal requirements, either through a privacy policy or otherwise, the use of cookies, pixels, and other technologies by you and third parties and how you collect, use, store, and disclose data collected from visitors in accordance with applicable laws, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers, and providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and
(f) any use that you make of the Program Content, and the Marks, whether or not permitted under this Agreement.
5. Content on Your Sites
You will be solely responsible for the content on your Sites and ensure:
(a) You will not add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information, except that you may resize Program Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Program Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, or misleading.
(b) You will not sell, resell, redistribute, sublicense, or transfer any Program Content or any application that uses, incorporates, or displays any Program Content, API, or data feeds. For example, you will not use, or enable, or facilitate the use of Program Content within advertising outside of your Sites or on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Program Content to any other person or entity, nor will you create links formatted with your affiliate tag for, or display such links on, a site that is not your Sites.
(c) You will promptly remove from your Sites and delete or otherwise destroy any Program Content that is no longer displayed on any of our websites or applications or that we notify you is no longer available for your use.
(d) You will not use any Program Content, including any name or likeness embodied in that Program Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Program Content).
(e) You will not (and you will not seek to) purchase, register or otherwise use any Mark) or variations or misspellings of any of those words for use in any search engine or other web indexing tool.
(f) You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Affiliate Links.
(g) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.
(h) You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the Affiliate Program, including within the Affiliate Tool.
(i) You will not take any action that could reasonably cause any customer or third-party confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.
(j) You will not include on your Site, display, or otherwise use Special Links or Program Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
(k) You will not frame an Amazon Site, or any part of it, within your Site, including by display within an integrated web browser (e.g., WebView) within a Mobile Application. However, displaying a Special Link on your Site in accordance with Section 2 of these Participation Requirements, will not be a violation of this section.
(l) You will not attempt to artificially increase your commission income. For example, you cannot cause any webpage of a Seller to open in a customer’s browser other than as a result of the customer clicking on an Affiliate Link on your Site.
(m) You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert commission income from, any site that participates in the Affiliate Program.
(n) You will not artificially generate clicks or impressions on your Sites or create sessions on any Seller website, whether by way of a robot or software program or otherwise.
6. Customer Transactions
Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and making available to you our reports summarizing Commission earned by you during each calendar month. Any disputes related to Commission, eligibility or any Invalid Transaction should be resolved with us and not the associated Seller.
Commission Eligibility. To be eligible for Commission (i) an Affiliate Lead must be valid in accordance with the “Valid Transaction” section, (ii) a Customer Transaction must have occurred and (iii) such Customer Transaction must be validated by the associated Seller. You are not eligible to receive Commission or any other compensation from us based on transactions if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or to the participant in the Affiliate Program; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, or (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program. Determination of eligibility status is at our sole discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
Valid Transaction. Notwithstanding the Eligibility section above, you will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you (“Valid Transaction”), provided that, Commission is not payable on an Affiliate Link used on your own purchases (this includes using a different email address) or any “Invalid Transaction.” An Affiliate Lead is not considered a Valid Transaction if its first click on the Affiliate Link is after this Agreement has expired or terminated. All determinations regarding the validity of a transaction is at our sole discretion.
Invalid Transaction. Transactions that involve any of the following items and services are deemed “Invalid Transactions” and are expressly excluded from the Affiliate Program: (i) alcoholic beverages (ii) prescription drugs (iii) illicit drugs (iv) any product or service which has been excluded by a third party seller or vendor, or (v) any other product or service that is illegal or otherwise prohibited by any federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction.
5. Commission and Payment.
Responsibility for Commission Payments. Sellers (i.e. brands, retailers or merchants) participating in the Affiliate Program are solely responsible for paying Commissions on Valid Transactions generated by you. As an Affiliate, you will receive payment for Commissions only after we have received the corresponding commission payment from the applicable Seller. This process ensures accountability and transparency in all commission-based transactions facilitated through our Services.
Variability of Commission Rates. Please be aware that the Commission rates identified in the Affiliate Program are only estimates and are subject to change. These changes can occur for various reasons, including but not limited to promotional adjustments, Seller discretion, changes in revenue share agreements, budget constraints of Sellers, and alterations in fees, including payment processing fees. As a result, the rates are not guaranteed and may fluctuate. By participating in the Affiliate Program, you acknowledge and accept that the actual Commission rate you receive for any Valid Transaction could differ from the initially estimated rate. We are committed to providing accurate, current information but cannot be held responsible for any rate discrepancies or changes made by Sellers.
Sellers reserve the right to reverse or deny commissions for various reasons, which may include, but are not limited to, the following circumstances:
As an Affilate, it is crucial that you understand these conditions and acknowledge that commission payments are subject to the final approval and policies of the Sellers. We act as an intermediary in facilitating these transactions.
All Commission payments will be made via ACH bank-to-bank transfer using Stripe as payment processor. In order to receive payment under this Agreement, you must have: (i) completed your registration to the Affiliate Program and all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (ii) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (iii) have a valid and up-to-date ACH bank-to-bank transfer payment method in the Affiliate Tool or other applicable third-party payment processor (e.g., Stripe) with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
Stripe. Payment processing services for the Affiliate Program are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Services Agreement”). As a condition of the Affiliate Program enabling payment processing services through Stripe, you agree to provide the Affiliate Program accurate and complete information about you and your business, and you authorize us to share it and transaction information related to your use of the payment processing services provided by Stripe. You agree that you are responsible for all legal and regulatory compliance in the country or jurisdiction you conduct business in.
Payment Frequency; Commission Payout Minimum. We will pay Commission on Customer Transactions approximately 60 days following the end of each calendar month in which each Customer Transaction was completed, provided that Commission payments will not be made (regardless of when the Customer Transaction occurred) until your accrued Commission account balance is at least $50.00 USD (“Commission Payout Minimum”).
6. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in Section 6 remain outstanding for ninety (90) days immediately following the completion of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in Section 6, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
6. Payment in USD. All Commission payments will be made in US Dollars. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).
7. Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
8. Commission Amounts. We and any Third Party Network reserve the right to alter or change the Commission amount as per the Affiliate Tool.
9. Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
10. Trademarks
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your 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 we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademark in connection with the Affiliate Program and this Agreement; (iii) comply with our any trademark usage guidelines that we may provide you from time to time; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
11. Proprietary Rights
Grin’s Proprietary Rights. No license to any software is granted by this Agreement. The Services are protected by intellectual property laws. The Services belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Services, Program Content and any derivative works based on the Program Content. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Program Content, or the Services in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Program Content, you must comply with our content usage guidelines, the Grin or Gia 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 Services, 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 Services, without payment or other form of compensation to you.
12. Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Services. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
13. Commercial Relationship with Sellers, Affiliate Partners, and Creator Agency Partners
You are solely responsible for the agreements you make with Sellers, including any Sellers you find or contract within the Affiliate Tool, via Third-Party Networks or otherwise in connection with the Affiliate Program, and we shall not be a party to any such agreements. You acknowledge and agree that any Creator Services you provide will be supplied by you directly to such Sellers as an independent contractor, pursuant to an agreement to which we are not a party. We do not act as your representative, and we are not responsible for and do not determine the amount or terms of any commissions or other payments you receive in exchange for providing any services to such Sellers. You agree that you may not indicate that you are an employee of Grin or Gia in any applicable terms. We have no liability for any claims in relation to your contracts with Sellers or your provision of any services related to any such contracts, including regarding a Seller’s products or services, any promotional messages that a Seller requires you to include in the Affiliate Tool. We will not be responsible for enforcing any contract between you and Sellers, including any Sellers you connect with through the Affiliate Tool and in connection with the Affiliate Program. In addition, if you choose to work with Affiliate Partners, you acknowledge and agree that: (i) we will not be responsible or liable, or named as a party in any agreements you may enter into with them; (ii) we do not act as your representative nor shall we be deemed to endorse you; and (iii) You authorize us to disclose your data to such Affiliate Partners in relation to your Affiliate Program activity.
14. Confidentiality
As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
15. Non-Disaragement. You will not make, publish, or communicate to any person or entity any statement that disparages or is reasonably likely to damage the reputation or business interests of Grin, Gia, the Services, Affiliate Program, our officers, directors, or employees. This obligation will survive termination of this Agreement. Nothing in this clause prevents you from making truthful statements as required by law or regulation.
16. Opt Out and Unsubscribing
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.
17. Term and Termination
Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement immediately, (i) if you breach the terms of this Agreement or any third-party terms and policies contained on the Program Policies Page, (ii) if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (iii) if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the “Termination for Agreement Changes” section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the
Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
18. Affiliate Representations and Warranties
You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks and (iv) we have not provided you with any legal advice, related to this Agreement.
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 part of the Affiliate Program on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your Sites or through an Affiliate Link that could be considered as competing with Grin’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Seller products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer, including without limitation, sourcing leads through compilations of personal data such as online directories, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.
19. Indemnification
You will indemnify, defend and hold us and our affiliated companies, parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents and advisors (collectively the “Grin Parties”) harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of any data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
19. Disclaimers; Limitations of Liability; Release
Disclaimer of Warranties. THE GRIN PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES, PROGRAM CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICES AND AFFILIATE TOOL ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICES AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. The Grin Parties are not liable for the acts, omissions, errors, representations, warranties, negligence, or breaches of any Sellers, or any injuries, personal or otherwise, death, property damage, or other damages or expenses resulting therefrom, and take no responsibility whatsoever regarding any services rendered by Sellers generally or to you specifically. In no event will the Grin Parties be liable to you for any of your content or data being taken down from any Seller website or other digital property.
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, THE GRIN PARTIES ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 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.
Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE SERVICES, INCLUDING THE AFFILIATE TOOL. WE DO NOT PROMISE TO MAKE THE SERVICES OR AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
Release. IN THE EVENT THAT YOU HAVE A DISPUTE WITH A SELLER, OR ANY OTHER THIRD PARTY, YOU AGREE TO RELEASE THE GRIN PARTIES FROM CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF OR IN ANY WAY CONNECTED TO SUCH DISPUTES WITH SUCH OTHER PARTIES OR TO YOUR USE OF THE SERVICES, INCLUDING THE AFFILIATE TOOL. ADDITIONALLY, YOU EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 1542 (OR ANALOGOUS LAWS OF OTHER STATES), WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND SELLERS.
Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
20. Data Processing; International Data Transfers; Legal Basis for Processing Personal Data. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with this Agreement and the Grin Privacy Policy (ii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law.
International Data Transfers. We reserve the right to store and process your Personal Data in the United States and in any other country where we or our affiliates, subsidiaries, or service providers operate facilities in compliance with and as permitted by applicable laws and regulations. Some of these countries may have data protection laws that are different from the laws of your country and may offer less legal protection. When we transfer, store, or process Personal Data outside of your jurisdiction, including to or in the United States, we take appropriate safeguards to protect your Personal Data in accordance with this Policy and applicable law.
Some recipients of your Personal Data are located in countries outside the EU/EEA, UK, and/or Switzerland that are not subject to an adequacy decision, which means that these countries are not recognized as having an adequate level of data protection under the EU/EEA, UK, and/or Swiss data protection laws and the transfer of Personal Data is therefore not permitted under the General Data Protection Regulation (EU) 2016/679 (the “EU’s GDPR”), the Data Protection Act 2018 (the “UK GDPR”), and/or Swiss Federal Act on Data Protection (the “Swiss FADP”). In these cases, we may use the following to transfer your Personal Data to the United States and elsewhere:
We offer a Data Processing Agreement for those Creators processing Personal Data on behalf of EU/EEA, United Kingdom, Swiss, and other individuals. To request our Data Processing Agreement, please contact privacy@grin.ai.
Legal Basis for Processing Personal Data. Under the EU’s GDPR, the UK GDPR, and the Swiss FADP, we generally act as a processor on behalf of our Customers. When we process Personal Data as a data controller, we do so on the following legal bases:
a. To perform our contract with you for the use of the Services;
b. In reliance on our legitimate interests in administering, operating, and supporting the Services;
c. In reliance on our legitimate interests in providing certain features;
d. In reliance on our legitimate interests in enforcing this Agreement and applicable law;
e. In reliance on our legitimate interests in preventing fraud and abuse;
f. In reliance on our legitimate interests in meeting legal requirements;
g. In reliance on our legitimate interests in improving the Services;
h. In reliance on our legitimate interests in supporting our marketing activities;
i. In reliance on our legitimate interests in providing network and information security; and
j. You provided us your consent.
21. General
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 the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool 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 at https://grin.ai/affiliate-program-creator-agreement. 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.
Governing Law; Jurisdiction; Venue. This Agreement is governed by the laws of the State of California, without regard to its principles of choice of law. Each party must bring and maintain any action arising out of this Agreement exclusively in any state or federal court located in Sacramento, California. Each party hereby expressly and irrevocably submits to the personal jurisdiction of such courts for the purposes of any such action.
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, including without limitation, the Federal Trade Commission’s (“FTC”) Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as amended, ensuring that all advertising and promotional materials include clear and conspicuous disclosures of any material connections between endorsers and the Party, as required by the FTC. 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 Services. 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 Services to prohibited countries or individuals or permit use of the Services 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.
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Grin Technologies Inc.: 901 H St Ste 120, Sacramento, CA 95814
Attention: Legal Department with a copy to: legal@grin.ai
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Services or dependent on any oral or written public comments made by us regarding future functionality or features of the Services. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
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.
Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
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 Services, our trademarks, or any other property or right of ours.
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.
Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.