Affiliate Terms of Use

1. Promotional Materials
Offsprout Inc. shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to offsprout.com, herein referred to as Offsprout Inc.’s website, as specified by Offsprout Inc..

2. Use of Promotional Materials
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

• a. Affiliate may not use any graphic, textual or other materials to promote Offsprout’s website, products or services other than the Promotional Materials, unless Offsprout Inc. agrees to such other materials in writing prior to their display.
• b. Affiliate may only use the Promotional Materials for the purpose of promoting Offsprout’s website (and the products and services available thereon), and for linking to offsprout.com.
• c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared byOffsprout Inc. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent fromOffsprout Inc. for such alteration of modification.
• d. The Promotional Materials will be used to link only to offsprout.com, to the specific page and address as specified by Offsprout Inc.

3. License
Offsprout Inc. hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

4. Intellectual Property
Offsprout Inc. retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

5. Relationship of Parties
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Offsprout Inc. and Affiliate. Affiliate shall provide services for Offsprout Inc. as an independent contractor. Affiliate shall have no authority to bind Offsprout Inc. into any agreement, nor shall Affiliate be considered to be an agent of Offsprout Inc. in any respect.

6. Commissions
Affiliate commissions terms, conditions and specifications:

• a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Offsprout Inc. shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses offsprout.com through a link on Affiliate’s website. The current percentage posted is 20%. This percentage is subject to change by Offsprout Inc. at any time. Notification to Affiliate of any change in commission percentage will be given by Offsprout Inc. at the email address on hand for the Affiliate. Commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user. Commission payments do not apply to purchases made directly by Affiliate. Transactions that result in refunds or chargebacks will not be paid out.
• b. Offsprout Inc. shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, and is available through the affiliate area on the member page. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Offsprout Inc. within 14 days of discovering such discrepancy.
• c. Offsprout Inc. shall pay all Commissions accrued as soon as the commission balance equals or exceeds $100 and payable to Affiliate by the 20th of each month for any Commissions accrued the period beginning 90 days prior and ending 60 days prior to the date of the payout (the “Commission Payment Date”). Payment is made via the Affiliate PayPal account and email address on file.
• d. All sales are tracked using the visitor’s IP Address and the use of cookies. We offer a cookie lifetime of 60 days.
• e. Affiliates that are US residents will be required to submit a W-9 form to Offsprout Inc. prior to payment of any commissions and in the event the amount of $600 in commissions are reached by an Affiliate, Offsprout Inc. will produce a 1099 tax form for the given tax year.
• f. In the event that Affiliate materially breaches this Agreement and Offsprout Inc. terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Offsprout Inc. shall not be obligated to pay such Commissions to Affiliate.

7. Affiliate’s Representations and Warranties
Affiliate represents and warrants the following:

• a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
• b. Affiliate’s website does not contain any materials that are:
  
  • i. Sexually explicit, obscene, or pornographic;
  • ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
  • iii. Graphically violent, including any violent video game images
  • iv. Solicitous of any unlawful behavior; or
  • v. Solicitous of any misleading behavior (i.e. invalid coupons, promotions, rebates, or discounts)
• c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
• d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
• e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
• f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Offsprout Inc. or offsprout.com unless Offsprout Inc. gives prior written consent to the distribution of such materials. Affiliate will not use Offsprout’s name (or any name that is confusingly similar to Offsprout’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote offsprout.com as specified in this Agreement. Affiliate will not register any domain name that incorporates Offsprout’s name, or that is confusingly similar to Offsprout’s name.
• g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Offsprout Inc./Offsprout or offsprout.com.

8. Indemnification
Affiliate shall indemnify Offsprout Inc. and hold harmless Offsprout Inc. from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Offsprout Inc. for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9. Confidentiality
Any information that Affiliate is exposed to by virtue of its relationship with Offsprout Inc. under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Offsprout Inc. Information.” Affiliate may not disclose any Confidential Offsprout Inc. Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Offsprout Inc..

10. Term
Affiliate program term conditions:

• a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.
• b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

11. Taxes
Offsprout Inc. shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Offsprout Inc. as set forth in this Agreement. Offsprout Inc. shall not withhold any taxes from the Commissions paid to Affiliate.

12. Limitation of Liability
Offsprout Inc. shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Offsprout Inc. was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

13. Counterparts
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

14. Severability
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

15. Headings
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

16. Entire Agreement
This Agreement constitutes the entire agreement between Offsprout Inc. and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

17. Terms History
Created: April 16, 2018