GenoPalate® Influencer Program Agreement
1. Overview
This
Agreement describes the terms and conditions that apply to your participation
in the GenoPalate Influencer Program (the “Program”). This Agreement, including
the description of the Program, provided through Secomapp (“Secomapp”) in the
Program Terms (collectively the Agreement) is a legally binding agreement
between GenoPalate, Inc. ("GenoPalate,” “us” or “we”) and each of its
participating Influencers (“Influencer,” “you,” “your”). By applying for,
registering for and participating in the program through Secomapp, you
acknowledge that you have read the terms of this Agreement and agree to be
bound by this Agreement. We have the right in our sole discretion to accept or
reject your application to participate in our Program for any reason, as
further described below. Once you are accepted into the Program, your
participation in the Program is governed by this Agreement. Secomapp may
terminate this Agreement and your participation in the Program effective
immediately by written notice if GenoPalate determines that your website
breaches any of the terms of this Agreement. Any capitalized term herein that
is not defined shall have the same meaning as in the Agreement. These are the
terms and conditions for joining our Influencer Program. The terms of this agreement
are subject to change without prior notice, but we will try to notify you of
such changes in advance.
2. Applying for our Program
You are
applying for our Influencer Program right now. We reserve the right to decline
or remove enrollment from our program at our discretion. As soon as your
application is accepted, you can start sharing your Influencer code to start
earning Influencer commissions.
3. Influencer Commissions
Your
Influencer dashboard is unique to you. It contains everything you'll need to
promote our site and our product, including:
· Your
Influencer code,
· One-click
sharing to social media,
· Banner
ads,
· And
more sharing resources.
You can
also access your Influencer dashboard by downloading the Influencer Dashboard
by Secomapp app to your iPhone or Android smartphone.
As you
send traffic to our website, you will receive credit purchase made using your
influencer code. Your progress for each category of referral will be reflected
in real-time on your Influencer dashboard.
We
can't track your sales and traffic without you posting the full URL or custom
coupon code, so please be sure to use both. Our social sharing shortcuts have
your Influencer code embedded in their posts.
When a
prospect visits our site and uses your code, we will be able to register their
purchase (if/when they make one), and credit the sale to you.
As your
referrals generate sales, you will earn Influencer commissions.
Commissions
are issued once a month, within 14 days of the end of the previous month and after all sales have been verified. This is to make
sure that the customer doesn't return the product during our money-back period.
We can pay you via PayPal.
4. Restrictions
Paid
Marketing Campaigns. We already run paid campaigns on Google, Facebook, and
other platforms. Therefore, we ask our Influencers not to run paid ad campaigns
for our products or services.
5. Disclosures
The
Federal Trade Commission (FTC) has endorsement rules in place for Influencer
marketing. In short, they want you to disclose that you have a business
relationship with us when you promote and post your code. You can read the full FTC rules about Influencer
marketing here.
When
posting or sharing your coupon code, you should make it known to your readers
and followers that you will receive compensation if they buy a product. This
declaration should be clear and conspicuous (and reiterated as needed). Again, you can read the FTC rules (and their quick FAQ)
here.
6. Terminations
We can
end this relationship at any time, and so can you. This Influencer agreement
has been designed to ensure the highest quality relationship between us.
Hopefully we have demonstrated our obligations for you to become a highly
prosperous Influencer.
7. Application Process
In
order to participate in the Program, you must complete the Program Application
(“Application”) available on the Secomapp Site. Participation in the Program is
subject to GenoPalate’s approval. After the Application has been submitted,
GenoPalate will have the option of approving or declining the Application for
any reason or no reason.
8. Prohibited Activities
You
shall not undertake or engage in the following practices, and any violation of
this Section shall be deemed a material breach of this Agreement: (i) use or
otherwise incorporate the words GenoPalate, or variations thereof in the domain
name(s) of your Site(s); (ii) make any representations, either express or
implied, or create an appearance that a visitor to your Site is visiting the
GenoPalate Site; e.g., “framing” the GenoPalate Site; (iii) use, without our
consent, pop-under advertisements to advertise us (i.e., ads that appear under the
current browser window); (iv) use any mark, name or domain name of any type
which is confusingly similar to GenoPalate, or our other trade names,
trademarks, service marks, logos or other marks of identification ( “GenoPalate
Marks”). (v) engage in fraud or in other conduct that is designed to generate
the payment to you of commissions for activities other than the direct linking
permitted under this Agreement; (vi) disclose to third parties, as a subset of
the users of your website, the identities of users who access the GenoPalate
Site from your Site; (vii) solicit or target users who access the GenoPalate
Site from your Site for any promotions or offerings of goods or services that
compete with the goods or services that we offer on the basis of such users
accessing the GenoPalate Site; provided that the foregoing limitations will not
prohibit you from soliciting or targeting a group of all or substantially all
users who access your Site; (viii) use any material or make any statements
about GenoPalate in connection with this Agreement other than Advertisements
provided to you by us through Secomapp; or (ix) use any GenoPalate Mark for the
purposes of advanced placement in organic search, such as use in meta data or
in any pay-per-click and pay-per-position search engines and advertising sites.
9. Privacy
You
will comply with applicable laws relating to privacy and the protection of
personal information and, in particular, you will develop, maintain, and adhere
to a privacy policy that complies with applicable laws and that accurately
describes the information collection and use practices of your Site, including
but not limited to, the type of information collected, how the information is
collected and used, and with whom the information is shared, including, if
required, that your Site contains third-party advertisements that use digital
markers such as cookies or web beacons. Your Site will contain any required
icons or cookie notices that may be required under applicable law. Your Site
must have a prominent link to your privacy policy or any notices.
10. Establishment of Links
Once
you have been accepted to participate in the Program, you will have access to
GenoPalate’s graphic and textual links through the Secomapp Site (each, a
“Link”). The Link will serve to identify you as a participant in the Program
and will establish a hyperlink to the GenoPalate Site. You must ensure that
each of the Links to the GenoPalate Site properly use the proper “tagged” link
formats provided through Secomapp. You will only earn commissions with respect
to activity on the GenoPalate Site occurring directly through use of properly
installed and implemented Links. You are responsible for the accuracy and
appropriateness of all materials posted on your Site, and for ensuring that
materials posted on your Site do not include materials that are unlawful,
harmful, defamatory, obscene, harassing, or racially, ethnically, or otherwise
objectionable, or include or promote sexually explicit or “adult” materials,
violence or discrimination.
11. Account Processing
GenoPalate
will process orders placed by visitors to the GenoPalate Site who follow Links
to the GenoPalate Site in accordance with GenoPalate’s then-current policies
and procedures. GenoPalate reserves the right to reject orders that do not
comply with any requirements that GenoPalate may establish from time to time.
GenoPalate will be responsible for all aspects of order processing and
fulfillment.
12. Compensation
(a) You
will only earn commissions with respect to activity on the GenoPalate Site
occurring directly through use of your coupon code. GenoPalate will pay a
commission on the sale of each GenoPalate Report order (a “GenoPalate Report”)
purchased using your influencer code, which commission shall be set forth in
the Program Terms (the “Commission”). All commissions are inclusive of any
taxes (including, without limitation, commodity, sales or value-added taxes)
that you may be required to collect or remit under applicable laws. You
understand and agree that no commission or other compensation will be payable
to you with respect to the sale or other provision of any other product or
service. The total Commissions in a given month will be adjusted and reduced by
the amount of any GenoPalate Report sales that are canceled by customers or
leads that are reversed.
(b) The
Commission will be paid monthly in accordance with the rates set forth in the
Program Terms and in accordance with the payment terms as set forth in the
Program Terms.
(c) The
Commission may be changed by GenoPalate at any time with or without notice.
Payment of Commissions earned by Influencer shall be made by GenoPalate through
Secomapp in accordance with the terms of the Secomapp Program. Participation in
the Program does not require a long-term commitment by you.
(d)
Other than the payment of the Commission, Influencer shall have no rights to
any additional compensation, commissions or business derived by or through any
Links.
(e)
Participation in the Program does not constitute an employment, broker or agency
relationship between Influencer and GenoPalate nor does it create any
partnership, joint venture, franchise, or sales representative relationship
between the parties.
(f)
Influencer may not resell GenoPalate’s Report or any other services. Any
attempt to do so shall be void and GenoPalate shall invalidate any such
services. Further, any attempt to do so shall be grounds for termination
of this Agreement.
(g)
Influencer may not make any statement about GenoPalate in connection with this
Agreement that is inconsistent with GenoPalate’s product labeling. Failure to
comply with this subsection (g) shall be grounds for termination of this
Agreement and no Commission shall be due or paid for any sale of GenoPalate
Reports during the period that such violative statement was posted.
13. Term and Termination
(a) The
term of this Agreement shall continue until either party terminates this
Agreement.
(b)
This Agreement may be terminated immediately by Secomapp at GenoPalate’s
request in the event that the Influencer violates this Agreement.
(c)
Upon any termination of this Agreement, GenoPalate and Influencer will be
released from all obligations and liabilities to the other party occurring or
arising after the date of such termination or the transactions contemplated
hereby, except with respect to those obligations which by their nature are
designed to survive termination as provided herein; provided that no such
termination will relieve Influencer from any liability arising from any breach
of this Agreement occurring prior to termination.
(d)
Upon termination of this Agreement, (i) GenoPalate’s acceptance of additional
referrals obtained through Influencer shall not constitute a continuation or
renewal of this Agreement or a waiver of such termination, (ii) Influencer
shall be entitled only to those unpaid Commissions, if valid, earned by
Influencer on or prior to the date of expiration or earlier termination; (iii)
Influencer shall in no event be entitled to Commissions with respect to any
amount of referrals delivered after the date of termination; (iv) all rights
and licenses of Influencer hereunder shall immediately terminate; and (v)
Influencer shall cease all uses of any GenoPalate Marks and other designations
of GenoPalate or the Program.
14. Intellectual Property
(a)
License Grant from GenoPalate to Influencer. GenoPalate grants to Influencer a
non-exclusive, non-transferable, revocable right, solely in the Approved
Countries (as defined below), and without the right to sublicense, to (i)
develop and operate links to the GenoPalate Site solely in accordance with the
terms of this Agreement, in order to permit potential customers to access the
GenoPalate Site and, (ii) to the extent that GenoPalate has the right to grant
such rights without payment of royalties or other consideration to third
parties, to use, reproduce, transmit, publicly display, and distribute the
logos, trade names, trademarks, service marks and similar identifying material
and content owned by us, our licensors or vendors that are contained in our
Advertisements which are provided to you (collectively “Advertiser Licensed
Materials”), solely for the purpose of promoting the GenoPalate Site through
our Advertisements and Links as authorized under this Agreement. For the
purposes of these Terms and Conditions, "Approved Countries" means
any country in which GenoPalate has now or at any time in the future a targeted
website (for example, GenoPalate.com in the United States, and GenoPalate.ca in
Canada, GenoPalate.uk in the United Kingdom, and GenoPalate.eu for Sweden). You
may not alter, modify, or change the Advertiser Licensed Materials in any way.
You must not remove, modify or obscure any copyright, trademark or other
proprietary rights notices in the Advertiser Licensed Materials. No right,
title, or interest in any Advertiser Licensed Materials is intended to be given
to or acquired by you by the execution of or the performance of this Agreement.
(b) Use
of Advertiser Licensed Materials. Influencer will only use the Advertiser
Licensed Materials in compliance with the license granted in Section 10(a) for
the purpose of referring potential customers to GenoPalate’s Site. Influencer
will not use the Advertiser Licensed Materials in any manner that is
disparaging or that otherwise portrays us in a negative light. We reserve all
of our rights in the Advertiser Licensed Materials, and all other intellectual
property rights.
(c)
Proprietary Property. All intellectual or proprietary property and information,
supplied or developed by us, shall be and remain the sole and exclusive property
of us and our licensors and vendors. As between the parties, we and our
licensors and vendors shall retain all rights of use, title, and interest in
and to the Advertisements and the GenoPalate Site, and you shall retain all
rights of use, title, and interest in and to your Site (including materials and
content on your Site). Upon termination of this Agreement, you shall return to
us any and all such property and information furnished to you by us.
15. Confidentiality
You
shall maintain the confidentiality of, and not disclose to any third party, all
non-public information provided to you by us, our parents, subsidiaries,
Influencers, or Secomapp relating to your activities hereunder, including
without limitation, business information, financial data, and marketing data
including the number of click-throughs from your Site to the GenoPalate Site.
You shall protect the confidentiality of this information with the same degree
of care as you use for your own confidential and proprietary information of a
similar nature, but not less than reasonable care.
16. Representations and Warranties
You
hereby represent and warrant to us that: (i) you are (as applicable) duly
organized, validly existing and in good standing, you have duly and validly
assented to this Agreement and that this Agreement constitutes your legal,
valid, and binding obligation, enforceable against you in accordance with its
terms; (ii) your Site complies with your obligations described in Sections 7, 8
and 9 above; (iii) the assent to the terms of this Agreement, delivery, and
performance by you of this Agreement and the consummation by you of the
transactions contemplated hereby will not, with or without the giving of
notice, the lapse of time, or both, conflict with or violate (a) any provision
of law, rule, or regulation to which you are subject, (b) any order, judgment,
or decree applicable to you or binding upon your assets or properties, (c) any
provision of your by-laws or certificate of incorporation, if applicable, or
(d) any agreement or other instrument applicable to you or binding upon your
assets or properties; (iv) no consent, license, approval, or authorization of,
or exemption by, or filing with, any governmental authority or any third party
is required to be obtained or made by you in connection with the execution,
delivery, and performance of this Agreement or the taking by you of any other
action contemplated hereby; and (v) there is no pending or, to the best of your
knowledge, material threatened claim, action, or proceeding against you, or any
subsidiary or sub-Influencer of yours, with respect to the execution, delivery
or consummation of this Agreement, or with respect to your trademarks, and, to
the best of your knowledge, there is no basis for any such claim, action, or
proceeding.
17. Disclaimer
GenoPalate
makes no express or implied terms, warranties or representations with respect
to the Program, the GenoPalate Site, the Advertiser Licensed Materials or the
products and services offered on the GenoPalate Site, including, without
limitation, warranties of fitness, merchantability, non-infringement, or any
implied terms or warranties arising out of the course of performance, dealing,
or trade usage. In addition, we make no representation that the operation of
the GenoPalate Site will be uninterrupted or error-free, and we will not be
liable for the consequences of any interruptions or errors. We will not, and
are not obligated to, make any representations, warranties, or other statements
concerning you, your Site, any of your products or services, or your Site
policies, except as provided in the Advertisements.
18. Limitation of Liability
GenoPalate
SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE,
PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING IN CONNECTION WITH THIS
AGREEMENT OR THE PROGRAM, WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH
DAMAGES MIGHT BE INCURRED. FURTHERMORE, OUR AGGREGATE LIABILITY TO YOU WITH RESPECT
TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMPENSATION PAID
OR PAYABLE TO YOU DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE
LAST CAUSE OF ACTION TO ARISE.
19. Indemnification
You
agree to indemnify, defend and hold harmless GenoPalate and our respective
parents, subsidiaries, Influencers, other Influencers, successors, and assigns,
and their respective directors, officers, and employees from and against any
and all losses, liabilities, damages, actions, claims, expenses, and costs
including, without limitation, reasonable attorneys' fees and other legal
costs, which result or arise from or are related to the development, operation,
maintenance, and content of your Site; your negligence; or your breach of any
of the provisions of this Agreement.
20. Additional Terms
(a)
Influencer shall not assign, transfer, or delegate its obligations under this
Agreement, either in whole or in part, without the prior written consent of
GenoPalate. Any attempted assignment, transfer or delegation in violation of
the provisions of this provision will be void.
(b) The
provisions of this Agreement are severable. If any provision of this Agreement,
or the application thereof to any person or circumstance, shall be deemed
invalid or unenforceable under any applicable law, such invalidity or
unenforceability shall not affect the other provisions of this Agreement that
can be given effect.
(c) No
delay or failure by GenoPalate in exercising any right under this Agreement,
and no partial or single exercise of that right, shall constitute a waiver of
that or any other right.
(d) The
rights and remedies of GenoPalate are not mutually exclusive; that is, the
exercise of one or more of the provisions hereof shall not preclude the
exercise of any other provision hereof.
(e)
This Agreement shall be deemed a mutual agreement and shall not be construed
and/or interpreted in favor or against either party on the basis of preparation
of the Agreement.
(f)
GenoPalate reserves the right to modify the terms and conditions of this
Agreement in its sole discretion at any time.
(g)
This Agreement shall be governed by the laws of the State of Wisconsin, USA,
without regard for its conflict of law provisions. The exclusive jurisdiction
for any actions related to this Agreement shall be in the state or federal
courts in Milwaukee County, Wisconsin. Influencer consents to such venue and
jurisdiction save that GenoPalate may issue proceedings against you in the
courts of your country of domicile.
(h) All
notices under this Agreement shall be in writing, and notice to GenoPalate
shall be deemed given when personally delivered, or upon its delivery (with
confirmation) by an overnight delivery service, or five (5) days after being
sent by prepaid United States mail (certified mail, return receipt requested),
addressed in each case to GenoPalate at the address set forth below:
GenoPalate,
Inc.
10437
West Innovation Dr. #518
Wauwatosa,
WI 53226 U.S.A.
Either
party may designate a different address by providing notice to the other in
accordance with this paragraph. Notices by e-mail shall not be permitted or
valid under this Agreement.
(i)
Notwithstanding any provision hereof, Influencer is an independent contractor
and not an employee, agent, partner, or joint venturer of GenoPalate and shall
not bind nor attempt to bind GenoPalate to any contract.
(j)
This Agreement represents the entire understanding between you and GenoPalate
and supersedes all other agreements or understandings, express or implied,
related to the subject matter hereof.
