Affiliate Program Agreement
Last updated: May 2023
Copyright Notice
© 2021 goodbuy, Inc. All rights reserved
This Affiliate Program Agreement (“Affiliate Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”) that allows you to promote your business through our website, trygoodbuy.com (“goodbuy Website”), our browser extension, or our mobile application (“App”) (collectively the “Services”) and by which we earn an Advertising Fee from a successful and verified sale of products on your website. “We,” “us,” or “our” means goodbuy, Inc. “You” or “your” means the company or individual entering into this Affiliate Agreement as an affiliate. “Your website” means any website(s) identified on your Program application and that is linked to our Services through Marketing Technology (as defined in Section 3 below). "Advertising Fees" means commissions earned by us for a successful and verified sale of Product on your website by a Customer (as defined in Section 3 below) usingour Services.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT, OR REVISED TERMS OF SERVICE OF THE GOODBUY WEBSITE AND APP, YOU (A) AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANTTHAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AFFILIATE AGREEMENT.
IF THIS AFFILIATE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AFFILIATE AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AFFILIATE AGREEMENT.
The purpose of the Program is to permit us to advertise, promote, and link to your website on the Services and for us to earn Advertising Fees for Qualifying Purchases(defined in Section 6) made by your customers. A “Product” is any item or service sold on your website. In order to facilitate our advertisement of your website and Products through the Services, we may ask you to make available to us data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content").
To become an affiliate, you must submit a complete and accurate Program application. You must identify your website and other relevant information in your application, including but not limited to business name, business owner name and contact information, the size of your business, and values of your business (collectively the “Affiliate Data”). By completing and submitting a Program application, you consent to us collecting and using your Affiliate Data to process your application. We use appropriate technical and organizational safeguards to protect Affiliate Data from unauthorized use, disclosure, and loss.
We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that yourbusiness does not meet the goals and purposes of our Program or if your website is unsuitable. Unsuitable sites include those that: (a) promote or contain sexually explicit materials; (b) promote violence or contain violent materials; ( c ) promote or contain libelous or defamatory materials; (d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age; (e) promote or undertake illegal activities; or (f) violate intellectual property rights. If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your website is unsuitable, we may terminate this Affiliate Agreement at any time in our sole discretion. If your application is accepted, you will be notified and you will be enrolled in the Program.
You will ensure that the Affiliate Data in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your website, 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 Program and this Affiliate Agreement to the email address then-currently associated with your 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.
After you are enrolled in the Program, you must download and use an electronic marketing mechanism (“Marketing Technology”) provided by us on your website,e.g., a pixel, a web beacon, plugin, or a cookie. Marketing Technology permits accurate tracking, reporting, and accrual of Advertising Fees. We may earn Advertising Fees only as described in Section 6 and only with respect to activity on your website occurring directly through the Services. Marketing Technology collects data from your website and from users of your website directed there through our Services who purchase Product (“Customers”).
The following information (collectively, the “Marketing Data”) may be collected by Marketing Technology:
The privacy of all businesses using goodbuy as well as your Customers is a top priority for us. We use appropriate technical and organizational safeguards to protect Marketing Data from unauthorized use, disclosure, and loss. As a matter of security, we do not disclose the specific details regarding our security posture as this information could be used by criminals and other bad actors. For more information on our security practices, please contact us. You consent to the collection of Marketing Data by agreeing to this Affiliate Agreement, joining the Program and using the Marketing Technology on your website. You shall notify your website users and Customers of this tracking and collection of Marketing Data. You shall comply with all relevant and applicable laws and regulations, including without limitation, laws governing consumer privacy and protection and data security in all jurisdictions that are applicable to you, your business, your website and to which your Products are sold and/or delivered to.
Please note: in order to administer our Affiliate Program, we need to have access to Customer orders that we send through to your website. Unfortunately, Shopify does not let us select which Customer orders we do or don’t have the ability to see -- they have a single permission titled “orders” that provides access for all Customer orders, regardless of whether or not we want access to them. That being said, we do not analyze, capture, or store any information for Customer orders or other Customer information that did not come through us. We are compliant with applicable laws regarding all Customer information we do store as it relates to Customers who are referred via goodbuy. We will never reach out to any of your other customers or use their data in anyway.
By participating in the Program, you agree that you will comply with this Affiliate Agreement and all documents and materials referenced in this Affiliate Agreement and as part of the Program (collectively, “Affiliate Documentation”). You will provide us with any information that we request to verify your compliance with this Affiliate Agreement or any Affiliate Documentation. If we determine that you have not complied with any requirement or restriction described in any Affiliate Documentation or that you have otherwise violated this Affiliate Agreement, we may (in addition to any other rights or remedies available to us): (a) stop promoting your business and your website on the Services; (b) close any other accounts you may have or may open in the future; (c) terminate this Affiliate Agreement; or (d) undertake all of the above actions.
In addition, you hereby consent to us:
You will be solely responsible for your website, including its development, operation,and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
We will have no liability for these matters or for any of your Customers’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our related entities and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) yourwebsite or any materials that appear on your website, including the combination of your website or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your website or any materials that appear on or within your website, and all other matters described in this Section 5; (c) your violation of any term or condition of this Affiliate Agreement or any Affiliate Documentation; or (d) your or your employees’ negligence or willful misconduct.
A. You will process Product orders placed by Customers who use our Services to link to or otherwise arrive at and use your website. We will track Qualifying Purchases for reporting and Advertising Fee accrual purposes. You will pay us Advertising Fees on Qualifying Purchases in accordance with Section 6 B. below. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when a Customer uses our Services to access and use your website and (a) during a single Session that the Customer adds a Product to his or her shopping cart and places the order for that
Product no later than 60 days following the Customer’s initial use of our Services; or (b) the Product is shipped to, and paid for by, the Customer. A “Session” begins when a Customer uses our Services to access your website and ends upon the first to occur of the following: (x) 24 hours elapse from that access; or (y) the Customer places an order for a Product. Qualifying Purchases exclude, and Advertising Fees are not due on, any Product purchased after termination of this Affiliate Agreement.
B. You will pay us Advertising Fees for Qualifying Purchases shipped, streamed, or downloaded (as applicable) through the Shopify platform. Our fees are currently ten percent (10%) of any Customer’s total purchase price less shipping for any Products purchased as a Qualifying Purchase; provided that, we may modify this Advertising Fee upon providing you with thirty (30) days’ notice to you. You agree that any Advertising Fees will be paid directly by Shopify to us at time of purchase, and you will accept any request from Shopify to verify any applicable Qualifying Purchase. In the event any excess payment has been made to us for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent Advertising Fees payable to us under this Affiliate Agreement. In the event of a cancelled or returned order without an associated exchange or follow-up purchase, you may reach out to smallbusiness@trygoodbuy.com within 30 days of original purchase date with documentation for a refund of Advertising Fees less processing fees.
Customers who buy Products from your website accessed through our Services are Customers of your website with respect to all activities they undertake in connection with your website. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning Customer orders, Customer service, and Product sales set forth on your website will apply to those Customers, and the same may be changed by you at your discretion.
This Affiliate Agreement is Confidential Information as defined in Section 18. You will not issue any press release or make any other public communication with respect to the content of this Affiliate Agreement.
While you may identify yourself as a goodbuy affiliate, you will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship between us and you or any other person or entity except as expressly permitted by this Affiliate Agreement. You may clearly state thefollowing on your website: “[Insert your name] is a participant in the goodbuy Affiliate Program, a program designed to promote small businesses.”
A. Subject to the terms of this Affiliate Agreement and solely for the limited purposes of advertising Products on, and directing end users to, your website in connection with the Program:
(i) you hereby grant to us a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display images of your Product(s) and the Content solely on the goodbuy Website and App; and (b) use only those of your trademarks and logos that you may make available to us as part of the Content solely on the goodbuy Website and App; and
(ii) we hereby grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use the goodbuy name and logo (collectively the “goodbuy Marks”) in connection with the affiliate statement in Section 8.
B. All licenses set forth in this Section 9 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Affiliate Agreement or any Affiliate Documentation, or otherwise upon termination ofthis Affiliate Agreement. In addition, we may terminate the license set forth in this Section 9 in whole or in part upon written notice to you. You will promptly remove from your website and delete or otherwise destroy all goodbuy Marks with respect to which the license set forth in this Section 9 is terminated or as we may otherwise request from time to time.
Other than the limited licenses expressly set forth in Section 9, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to,and you do not, by virtue of this Affiliate Agreement, acquire any ownership interest or rights in or to, the Program, Marketing Technology, link formats, any domain name owned or operated by us, information and materials on our Services, our trademarks and logos, and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials). If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a Product or in connection with this Affiliate Agreement, any content, or your participation in the Program (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; ( c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your
Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including anycopyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
All matters relating to the Services and this Affiliate Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Delaware, and you irrevocably consent to the jurisdiction of the federal and state courts located in Wilmington, Delaware for any action arising out of or relating to this Affiliate Agreement, although we retain the right to bring any suit, action or proceeding against you for breach of this Affiliate Agreement in your country of residence or any other relevant jurisdiction. You waiveany and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
The term of this Affiliate Agreement will begin upon our acceptance of your Programapplication and will end when terminated by either you or us. Either you or we may terminate this Affiliate Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Affiliate Agreement, any and all licenses you have with respect to the limited licenses in Section 11 will automatically terminate and you will immediately stop using the Marketing Technology and goodbuy Marks and any other materials provided or made available by or on behalf of us to you under this Affiliate Agreement or otherwise in connection with the Program. Upon any termination of this Affiliate Agreement, all rights and obligations of the parties will be extinguished, except for those rights and obligations set forth in sections that would naturally survive the termination of this Affiliate Agreement, including without limitation, any accrued butunpaid payment obligations of yours under this Affiliate Agreement. No termination of this Affiliate Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Affiliate Agreement prior to termination.
We may modify any of the terms and conditions contained in this Affiliate Agreement (and any Affiliate Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Affiliate Documentation on the goodbuy Website or by sending notice of such modification to you by email to the email address then-currently associated with your account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Advertising Fees, payment methods, and otherProgram requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AFFILIATE AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT, OR REVISED AFFILIATE DOCUMENTATION ON THE GOODBUYWEBSITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
You and we are independent contractors, and nothing in this Affiliate Agreement or the Affiliate Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective related entities. You will have no authority to make or accept any offers or representations on our or our related entities’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Affiliate Agreement, you will be deemed to have taken the action yourself.
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OREXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT, THE PROGRAM, AFFILIATE DOCUMENTATION, THE GOODBUY WEBSITE, THE PROGRAM OFFERINGS (AS DEFINED BELOW), OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AFFILIATE AGREEMENT, THE PROGRAM, AFFILIATE DOCUMENTATION, THE GOODBUY WEBSITE, THE PROGRAM OFFERINGS, AND THE SERVICES WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO US UNDER THIS AFFILIATE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE GOODBUY WEBSITE, THE SERVICES, THE MARKETING TECHNOLOGY, LINK FORMATS, AFFILIATE DOCUMENTATION, TRYGOODBUY.COM DOMAIN NAME AND OUR RELATED ENTITIES’ TRADEMARKS AND LOGOS (INCLUDINGTHE GOODBUY MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR RELATED ENTITIES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE “PROGRAM OFFERINGS”) ARE PROVIDED “AS IS.” NEITHER WE NOR ANY OF OUR RELATED ENTITIES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PROGRAM OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR RELATED ENTITIES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE PROGRAM OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY PROGRAM OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY PROGRAM OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR RELATED ENTITIES OR LICENSORS WARRANT THAT THE PROGRAM OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR RELATED ENTITIES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR WEBSITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM OFFERINGS OR YOUR ACCOUNT WITH US WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AFFILIATE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR RELATED ENTITIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
This Affiliate Agreement states all terms agreed between the you and us relating to its subject matter, and completely replaces any prior agreements between us in relation to the subject matter of this Affiliate Agreement. In entering into this Affiliate Agreement, neither you nor we have relied on, and neither of us will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in this Affiliate Agreement. You acknowledge and agree that this Affiliate Agreement is not exclusive and that we and our related entities may at any time (directly or indirectly) solicit affiliate referrals on terms that may differ from those contained in this Affiliate Agreement and/or enter into agreements with other affiliates that operate sites that are similar to or compete with your website. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Affiliate Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Affiliate Agreement. In the event of any conflict between this Affiliate Agreement and the Affiliate Documentation, the Affiliate Agreement will control. If any term (or part of aterm) of this Affiliate Agreement is invalid, illegal or unenforceable, the rest of this Affiliate Agreement will remain in effect. Nothing in this Affiliate Agreement will limiteither you or we from the ability to seek equitable relief. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. Neither we nor you will be liable for failure or delay in performance of its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
Any information relating to us or our related entities provided by us in connection with the Affiliate Agreement that is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain our exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Affiliate Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c ) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by youor related to your performance under this Affiliate Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or tofulfill any requirements under applicable laws.
If you have any questions or comments about this Affiliate Agreement, the Program,or the Services, please contact us by:
Submitting your question at: hello@trygoodbuy.com or Writing us at: goodbuy, Inc., 110 W. Main St., Boise, ID 83702.
