Rebrandly Affiliate Agreement

By accessing or otherwise participating in the Rebrandly Affiliate Program, you agree to the following terms and conditions (“Agreement”). The Agreement constitutes a legally binding agreement between RadiateCapital Limited (trading as Rebrandly) (“Rebrandly”, “we”) and you (“you”, “Affiliate”).

IF YOU DO NOT AGREE WITH ANY TERM OR CONDITION OF THE AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE PARTICIPATE IN THE REBRANDLY AFFILIATE PROGRAM.

We reserve the right to amend this Agreement. We will make commercially reasonable efforts to notify you of any material changes to this Agreement, however, we are not obligated to do so. By accessing or otherwise participating in the Rebrandly Affiliate Program after we have amended this Agreement, you agree to the then-current version of this Agreement.

1.1 To apply to be a Rebrandly Affiliate, you must:

a. Have an active account with the Affiliate Program platform designated by Rebrandly (“Platform”) (currently Shareasale.com);

b. Apply to become an Affiliate via the Platform;

c. Own and run an appropriate active website or social media account;

d. Have an established audience for Rebrandly’s services (“Services”);

e. Create original content, online courses, seminars, blog posts or videos;

f. Agree to the terms and conditions in this Agreement; and

g. Comply with such reasonable requests made by Rebrandly from time to time, (“Affiliate Criteria”).

1.2 Subject to Rebrandly’s review of your application, Rebrandly’s acceptance of you as an Affiliate and such other requirements as required by Rebrandly from time to time, Rebrandly grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license during the Term of the Agreement to:

a. describe yourself verbally and in writing as an “Affiliate” of “Rebrandly” or a “Rebrandly Affiliate” for the purposes of marketing the Services;

b. use the Rebrandly marketing materials, trademarks, service marks and logos (“Marketing Materials”) provided by Rebrandly from time to time in an unamended form and in accordance with any rules and guidelines provided by Rebrandly from time to time; and

c. display and promote the Services on your website and social media channels.

1.3 You agree that you will not:

a. whether directly or indirectly engage in any pay per click advertising or other brand bidding (including but not limited to search engine keywords) in relation to Rebrandly, this Agreement, or marks identical or similar to Company’s Marketing Materials without Company’s prior written consent;

b. use Marketing Materials in a way that:

i. is misleading or damaging to Rebrandly;

ii. implies that we endorse, sponsor or approve of you or your services or products; and

iii. violates applicable law or guidance or in connection with an indecent, obscene or unlawful topic or event.

1.4 You agree that you will immediately comply if we request that you discontinue use of Marketing Materials for any or no reason.

2.1 This Agreement shall commence upon acceptance of you as an Affiliate and continue unless terminated pursuant to the terms of this Agreement. You may terminate this agreement on 2 weeks’ notice by sending a written request to legal@rebrandly.com.

2.2 Rebrandly may suspend or terminate this Agreement at any time, in our sole discretion and without notice, for any reason or no reason, including but not limited to:

a. You have breached the terms of this Agreement;

b. You have been convicted of a criminal or civil offence or misdemeanour or otherwise sanctioned by a law enforcement authority;

c. You appear on or have any connection with a sanctioned country, entity or individual;

d. Your actions or association with Rebrandly would have a detrimental or negative impact on Rebrandly, its affiliates, prospects, customers or partners (in our sole discretion) including but not limited to unprofessional, controversial or disparaging actions; and

e. You are subject to a petition in bankruptcy or other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

2.3 Upon termination of this agreement for any reason:

a. all licenses and benefits granted under this agreement shall immediately terminate;

b. each party shall return, delete and make no further use of any equipment, property, materials and other items (and all copies of them) (including Marketing Materials) belonging to the other party;

c. you shall not receive any further Commissions whether paid, unpaid or potential;

d. except for clause 2.3(c), the accrued rights of the parties pursuant to any express or implied term shall not be affected or prejudiced.

“Affiliate Lead” means a net new customer prospect with no prior connection with Rebrandly that clicks on the Affiliate Link.

“Affiliate Link” means the unique tracking link that we provide to you via the Platform and that you place on your site or promote through other channels.

“Affiliate Transaction” means those transactions by Affiliate Leads that are eligible for Commission as determined by Rebrandly in its sole discretion.

“Commission” as defined in the Platform or otherwise notified to you from time to time.

“Initial Term” for a monthly contract means the first month only and for an annual contract means the first year only.

“Net Revenue” in respect of each Transaction, the gross revenue actually received by Rebrandly for that Transaction, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by Rebrandly to any third party (other than the Affiliate) in relation to that Transaction.

“Transaction” a purchase of any click-through subscription plan offered for sale on the Rebrandly website by an Affiliate Lead that has clicked through directly to the Rebrandly website from the Affiliate Link and where that purchase is completed online during a single browser session excluding “Premium” plans.

3.1 Affiliate Limits. Each Affiliate Lead shall expire according to the information provided in the Platform (or as otherwise notified to you by us from time to time). We reserve the right to reject any Affiliate Lead for any reason or no reason in our sole discretion.

3.2 Commission and Payment. We will pay you Commission on Net Revenue for the Initial Term of a Transaction only, as described in the Platform or as notified to you by us from time to time, subject to these mandatory rules:

a. Commission will only be calculated on Net Revenue for the Initial Term on amounts actually received by us within 30 days of the Affiliate Transaction.

b. No Commission shall be payable in respect of any other products or services, additional purchases, domains, add-ons or upgrades made by that customer after the initial Transaction.

c. No Commission shall be payable in respect of any customer that appears on any sanctions list or programs in the US, UK, EU or EU Member State.

d. Rebrandly will determine the currency of Commission payments as well as the conversion rate. This will typically be USD.

e. 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.

f. We reserve the right to freeze, void, reverse or alter the Commission amount at any time for any reason and without notice.

g. No Commission is payable on a click basis or for any free plan or trial. The subscriptions that earn Commission will be notified via the Platform.

h. No Commission shall be paid if the payment is is disallowed or limited by federal, state or local law or the applicable customer or Platform provider objects to the payment.

i. No Commission shall be payable if the payment has been obtained by fraudulent means, misuse or in violation of any Rebrandly policy or guidance.

j. No Commission shall be payable if the customer prospect does not purchase from us within the period identified in the Platform (or if not specified, within 30 days).

3.3 Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement.

3.4 You will comply with our reasonable requests in relation to tax compliance.

4.1 You represent and warrant that you:

a. shall comply with all applicable laws, licensing requirements, guidance and regulations including but not limited to laws relating to data protection, information security and online services, with respect to its activities under this agreement and to its business;

b. shall comply with the sanctions programs administered in the UK, US, EU and any member stats;

c. shall 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;

d. are authorized to accept this Agreement and have authority to operate and comply with this Agreement;

e. if you are an individual, you are at least 18 years of age;

f. will not split or share any Commission with any customer, prospect or third party; and

g. shall not spam or create any false or misleading content or links.

5.1 “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all and other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.

5.2 You agree that Rebrandly and its licensors own all intellectual property rights in the Rebrandly Affiliate Program and Services, Documentation and Marketing Materials (as defined). Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses belonging to Rebrandly. All such rights are reserved to Rebrandly.

6.1 “Confidential Information” means all documents, demonstration materials, webinars, system user guides, other documentation, manuals, technical information, software, business information, feedback, reports about the Services, trade secrets, Intellectual Property Rights, pricing information or other materials of a confidential nature disclosed by Rebrandly to you in connection with this Agreement.

6.2 You will treat all Confidential Information that you may receive as secret, confidential, and proprietary and will not disclose or use the same without Rebrandly’s explicit and prior written consent. You will implement such procedures as reasonably necessary to prevent the intentional or negligent disclosure to any third party of any Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include any information that: (a) before its disclosure, was of general public knowledge; (b) becomes, after its disclosure to you, a matter of general public knowledge other than as a consequence of a breach by you of any obligation under this Agreement; or (c) is made public by Rebrandly.

Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to information security, the use of personal data, including (without limitation) any data protection legislation from tim-to-time in force in the UK including the Data Protection Act 2018 and the UK GDPR. This clause is in addition to, and does not reduce, remove or replace, a party's obligations arising from such requirements.

You agree to indemnify, hold harmless, and defend us, our officers, directors, shareholders, and representatives from and against any and all liability, damages, losses, costs, or expenses (including but not limited to attorney’s fees and expenses) incurred in connection with any claim related to your participation in or use of the Affiliate Program, including (a) any breach of this Agreement; (b) providing content to or communicating with us or our affiliates, including supplying your registration data to us; (c) engaging in a prohibited activity; (d) any unauthorized use or breach of a third party’s Intellectual Property Rights; or (e) your failure relating to data protection or privacy requirements.

9.1 EXCEPT WHERE PROHIBITED BY LAW, REBRANDLY’S LIABILITY AND THE LIABILITY OF OUR GROUP COMPANIES, EMPLOYEES, AGENTS, REPRESENTATIVES, AND THIRD-PARTY SERVICE PROVIDERS WITH RESPECT TO ANY AND ALL CLAIMS ARISING OUT OF YOUR USE OF THE AFFILIATE PROGRAM, MARKETING MATERIALS AND ANY ADDITIONAL COLLATERAL OR SUPPORT WHETHER BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE THE TOTAL COMMISSION AMOUNT YOU HAVE EARNED FOR THE RELEVANT CUSTOMER TRANSACTION IN THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE CAUSE OF ACTION.

9.2 EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT, WILL REBRANDLY BE LIABLE TO YOU OR ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THE SITE, SERVICES, OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF REBRANDLY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 WE DISCLAIM ALL LIABILITY IN RELATION TO THE PLATFORM AND ANY THIRD PARTY SERVICES YOU USE IN CONNECTION WITH THE AFFILIATE PROGRAM. WE SHALL NOT BE LIABLE FOR ANY COMMISSION OR CLAIMS ARISING OUT OF THE FAILURE, CLEARANCE, BY-PASSING OR EXPIRY OF COOKIES OR SIMILAR TECHNOLOGIES USED AS PART OF THE PLATFORM OR THIS AGREEMENT.

10.1 No right to bind. The Affiliate acknowledges and agrees that it has no authority to contractually or legally bind Rebrandly in relation to any matters relating to this Agreement, Rebrandly users or customers, other users or anyone else and that it has not been appointed and is not the agent of the Company for any purpose. The Affiliate agrees that it shall not make to anyone any representation or commitment about the Company, the Company Website or any of the products or services available to be bought on the Company Website.

10.2 Assignment. You may not assign, delegate, or transfer this Agreement or any right or obligation contained in them without our prior written consent. We may freely assign our obligations and rights under this Agreement.

10.3 Relationship. Nothing in this Agreement will be construed to give any party the power to direct or control the daily activities of the other party or to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

10.4 Deeds. Each party hereby covenants and agrees that it will execute and deliver such deeds and other documents as may be required to implement any of the provisions of this Agreement.

10.4 No Waiver. The failure of any party to insist on strict performance of any provision of this Agreement will not preclude any other further exercise of that right or other right under this Agreement.

10.5 Severability. If any term or provision in this Agreement is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from this Agreement in its entirety and the remainder of this Agreement shall survive with the said offending provision eliminated.

10.6 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties and supersede all previous discussions, correspondence, negotiations, arrangements, understandings, and agreements between you and us relating to their subject matter. This Agreement does not create any exclusivity between the parties.

10.7 Other Remedies. The parties’ remedies under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled. Each party acknowledges that in entering and accepting this Agreement, it does not rely on, and will have no remedies in respect of, any representation or warranty (whether made innocently or negligently).

10.8 Alterations or Variations. No alteration to or variation of this Agreement will take effect unless and until Rebrandly accepts the same in writing.

10.9 Governing Law and Jurisdiction. This Agreement and any dispute, or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), will be governed by and construed in accordance with the laws of Ireland. You irrevocably agree that the courts of Ireland will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or the subject matter or formation (including non-contractual disputes or claims).

10.10 Force majeure. Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control.

All notices to Rebrandly under this agreement must be sent to legal@rebrandly.com. All notices to you will be delivered by email or other electronic means. If you have any questions regarding the Rebrandly Affiliate Program, please contact us at marketing@rebrandly.com.