This GlassFrog Affiliate Program Agreement ("Agreement") is entered into by and between GlassFrog LLC ("GlassFrog"), with its principal place of business located at 2810 N Church St, PMB 33583, Wilmington, DE 19802-4447, US, and you, the Affiliate ("Affiliate").
"Agreement" refers to this GlassFrog Affiliate Program Agreement.
"Affiliate Program" refers to GlassFrog’s program designed to promote and sell its products through referrals by Affiliates, encompassing both customer and partnership-based referral mechanisms, as described in this Agreement.
"Affiliate" refers to individuals or business entities who agree to participate in the Affiliate Program to refer potential customers to GlassFrog, as described in this Agreement.
"Affiliate Lead" refers to an organization that is a prospective purchaser of GlassFrog services, and which was referred by an Affiliate, subject to validity criteria described in this Agreement.
"Affiliate Link” refers to the unique tracking link(s) promoted by affiliates in order to track potential Affiliate Leads.
"Affiliate Tool” refers to the software system used by GlassFrog to administer and track the Affiliate Program.
"Commission” refers to the amount or percentage of revenue generated from eligible Customer Organization Transactions due to Affiliate under this agreement and/or as described in the Affiliate Tool (if the Affiliate meets the Commission Requirements set out in this Agreement and/or the Affiliate Tool).
“Commission Earning Period” refers to the time period within which otherwise-eligible Customer Organization Transactions qualify for Commission under the terms of this Agreement and/or as described in the Affiliate Tool.
"Customer Organization” refers to a valid Affiliate Lead that purchases GlassFrog services.
"Customer Organization Transaction” refers to a purchase of GlassFrog services by a Customer Organization, subject to eligibility criteria described in this Agreement.
“Eligibility Window” refers to the time period within which a valid Affiliate Lead must first purchase GlassFrog services in order to be eligible for Commission as described in the Affiliate Tool.
a. Lead Validity
An Affiliate Lead is considered valid if, in our reasonable judgment:
b. Eligibility
A Customer Organization Transaction is eligible for Commission under this agreement if:
c. Commission Requirements
In order to receive Commission payments under this Agreement, the Affiliate must:
d. Payment
The payment platform and currency used for the processing of Commission payments will be chosen at the sole discretion of GlassFrog. Commission payments will be processed within thirty (30) days of the end of the month in which the eligible Customer Organization Transaction(s) occur, subject to a minimum payout threshold of $40. Affiliate is responsible for payment of all taxes and fees that apply to the Commission. In the event of a chargeback or refund of the customer payment associated with a Customer Organization Transaction, the Commission paid for that Customer Organization Transaction will be reversed or adjusted in subsequent payments to the Affiliate, at the sole discretion of GlassFrog. Amounts payable by GlassFrog to the Affiliate as Commission are subject to offset by GlassFrog against any amount owed by Affiliate to GlassFrog. GlassFrog reserves the right to modify the Commission payment terms and schedule at any time.
GlassFrog is a trademark of GlassFrog LLC, and that trademark and GlassFrog’s other rights including (but not limited to) the GlassFrog service, software, visual branding, and written materials, are protected by intellectual property laws. GlassFrog maintains ownership rights in all its properties. The Affiliate agrees to refrain from using the GlassFrog trademark, logo, and any provided materials except as authorized in this Agreement or by prior written permission.
During the term of this Agreement, GlassFrog authorizes the Affiliate to use the GlassFrog mark, logos, and other licensed GlassFrog assets as provided through the Affiliate Tool solely for use in connection with the Affiliate Program and this Agreement. Trademarks and other licensed assets may not be used in a misleading manner, in a disparaging way, in a manner that implies endorsement or sponsorship of your own services, in a way that violates applicable laws, or in connection with obscene or unlawful materials. The Affiliate agrees not to alter GlassFrog trademarks or logos in any way, and to immediately comply with any request by GlassFrog that use be discontinued, for any reason. The Affiliate agrees not to use GlassFrog trademarks in any domain or website name, in any search engine advertisement, or in any way that may cause or create initial interest confusion regarding the GlassFrog marks or other intellectual property. Upon termination or expiration of this Agreement, the Affiliate will immediately discontinue all use of GlassFrog logos, trademarks, and other licensed GlassFrog assets in all forms, and shall immediately remove references to this Affiliate Program from all public-facing websites and other materials.
a. Term
This Agreement will go into effect upon Affiliate’s opt-in to participate in the Affiliate Program via the Affiliate Tool, and will remain in effect until terminated under the provisions of this section.
b. Termination Without Cause
Both GlassFrog and the Affiliate may terminate this Agreement on fifteen (15) days written notice by email to the other party.
c. Termination for Agreement Changes
Upon any change or update to the terms of this Agreement, the Affiliate may terminate this Agreement on five (5) days written notice by email to GlassFrog, if notice is given within fifteen (15) days after the change in terms is announced.
d. Termination With Cause
GlassFrog may terminate this Agreement under the following circumstances:
e. Effects of Termination
Expiration or termination of this Agreement without cause by GlassFrog, with cause by the Affiliate, or for agreement changes by the Affiliate, shall not affect the obligations of GlassFrog to pay any outstanding Commission or any Commission associated with Affiliate Leads already recognized at the time of expiration or termination of the Agreement. Termination with cause by GlassFrog or without cause by the Affiliate extinguishes obligation to any outstanding and future commissions, except as otherwise agreed in writing by GlassFrog.
a. Authority and Binding Agreement
The Affiliate represents and warrants that they have the full legal authority to enter into this Agreement, that they have obtained all necessary legal approvals to do so, and that this Agreement constitutes a legal, valid, and binding obligation, enforceable against them in accordance with its terms.
b. Legal Compliance
The Affiliate represents and warrants that in the performance of this Agreement, they shall comply with all applicable laws, regulations, and ordinances, including, but not limited to, laws relating to advertising, the Internet, consumer protection, privacy, data protection, and the transmission of electronic communications, in both the United States and the Affiliate’s jurisdiction(s). Additionally, emails sent by Affiliate containing the GlassFrog Affiliate Link, code, or information relating to Affiliate’s participation in the Affiliate Program may only be sent in clear compliance with data privacy, email communications, and anti-SPAM regulations in the United States and the Affiliate’s jurisdiction. Failure to abide by this section in any way shall be deemed a material breach of this Agreement, and shall result in forfeiture of any outstanding and future Commissions, as well as termination of the Affiliate’s participation in the Affiliate Program.
c. No Conflicts
The Affiliate represents and warrants that their execution, delivery, and performance of this Agreement does not and will not conflict with, breach, violate or cause a default under any other agreement, contract, instrument, order, judgment, or decree to which the Affiliate is a party or by which they are bound.
d. No Deceptive Practices
The Affiliate represents and warrants that they will not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to GlassFrog or its products, and will not make any representations, warranties, or guarantees concerning GlassFrog products that are inconsistent with or beyond those made by GlassFrog.
The Affiliate agrees to indemnify, defend, and hold GlassFrog harmless, at the Affiliate’s sole expense, against any claims, lawsuits, actions, or proceedings brought against GlassFrog or GlassFrog’s directors, employees, representatives or affiliates by any third party where that claim, lawsuit, action, or proceeding arises out of or is based in the Affiliate’s participation in the Affiliate Program, the Affiliate’s breach of or noncompliance with this Agreement, or the Affiliate’s use of the Affiliate Tool or GlassFrog’s licensed marks and materials. GlassFrog agfees to notify the Affiliate within fifteen (15) days of becoming aware of any such claim, and to give the Affiliate sole control of the defense or settlement of that claim, at Affiliate’s sole expense. The Affiliate agrees not to accept any settlement imposing an obligation, liability, restriction, or requirement of any sort on GlassFrog without express prior written consent.
a. Disclaimer of Warranties
GlassFrog makes no express warranties or representations with respect to the Affiliate Program or any products sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). Additionally, GlassFrog does not make any representation that the operation of the GlassFrog website or product will be uninterrupted or error-free, and GlassFrog shall not be held liable for the consequences of any interruptions or errors, including, but not limited to, lost data or lost profits.
b. Limitation of Liability
GlassFrog will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Affiliate Program, even where GlassFrog has been advised of the possibility of such damages. Further, the aggregate liability attaching to GlassFrog arising from this Agreement and/or the Affiliate Program will not exceed the total commissions paid or payable to the Affiliate under this Agreement.
c. Exceptions
Nothing in this Agreement shall be construed to exclude or limit GlassFrog’s liability for any actions for which liability cannot be legally excluded or limited.
d. Affiliate Acknowledgement
The Affiliate acknowledges and agrees that the foregoing disclaimers and limitations of liability represent reasonable and fair allocations of risk between the parties, that these allocations of risk constitute an essential element of the bargain between the parties, and that the terms of this section will apply notwithstanding any failure of essential purpose of any limited remedy.
a. Acceptance
The act of signing up to participate in the Affiliate Program via the Affiliate Tool (which requires indication of acceptance of this Agreement) constitutes acceptance of the terms of this Agreement.
b. Amendment
GlassFrog may update or change any part of this agreement at any time. Updates to this Agreement may be found in the Affiliate Tool. When this Agreement is updated, the Affiliate will be notified by email. The updated Agreement will become effective and binding on the following business day after notification. As described above, the Affiliate may choose to terminate the agreement in response to any update or change in this Agreement.
c. Choice of Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles. All disputes under this Agreement shall be resolved individually, without resort to any form of class action. Any claim or dispute arising under or related to this Agreement must be resolved by a court located in Travis County, Texas.
d. Force Majeure
Neither GlassFrog nor the Affiliate will be held responsible for failure of or delay in performance where that failure or delay is caused by:
e. Equitable Relief
Nothing in this Agreement shall be construed to limit GlassFrog from pursuing injunctive relief in any court of competent jurisdiction. The Affiliate agrees and acknowledges that a breach of its obligations under this Agreement may in some cases cause irreparable harm for which monetary damages would be inadequate, and that in such an event, equitable relief including but not limited to a restraining order, injunction, specific performance, or any other remedy available from any court of competent jurisdiction, without requirement to post bond or other security, and without requirement to prove actual damages or to prove that monetary damages are not an adequate remedy. Such equitable relief shall not be considered to be exclusive, and is in addition to any other remedies available by law, equity, or otherwise.
f. Relationship of the Parties
GlassFrog and the Affiliate agree that the Affiliate Program and this Agreement do not in any way constitute a joint venture, partnership, employment relationship, or agency relationship between GlassFrog and the Affiliate.
g. Severability
Wherever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement 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, and this Agreement will be reformed, construed, and enforced in that jurisdiction as if the invalid, illegal, or unenforceable provisions were not contained in the Agreement.
h. Entire Agreement
This Agreement constitutes the final, complete, and exclusive statement of GlassFrog and the Affiliate with respect to the subject matter, and supersedes any and all prior agreements, written or oral, between GlassFrog and the Affiliate.
i. Headings
Headings used within this Agreement are for convenience only and shall not affect or be used to construe meaning or intent.
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