Affiliate Policy

This Affiliate Policy (the “Agreement”) is entered into as of the date in the signature block (“Effective Date”) between Group Lore, LLC (“Group Lore”) and the affiliate entity named in the signature block (“Affiliate” or “you”) (together, the “Parties”).

1. Recitals

WHEREAS, Group Lore offers digital content and annual passes to that content;

WHEREAS, Group Lore offers an Affiliate Program under the terms and conditions set forth herein; and

WHEREAS, Affiliate desires to enter into this Agreement with Group Lore to join the Affiliate Program.

1. Eligibility

This Agreement sets forth the terms and conditions under which you agree to perform Services (as defined herein) for Group Lore. By signing this Agreement, you represent that you agree to these terms, are over the age of 18, and have the right, power, and authority to enter into this Agreement. You acknowledge and agree that the Affiliate Program is available to for-profit businesses only, including sole proprietorships, partnerships, limited liability companies (LLCs), or corporations. You further represent that you are a business eligible to participate in the Affiliate Program.

1. Services

The Group Lore Affiliate Program (the “Affiliate Program”) allows Affiliates to earn commissions on products that are purchased through Affiliate’s advertisement and referral (the “Services”). Affiliate agrees to perform the Services outlined in the Agreement, which Group Lore may amend or modify from time to time. If at any time the modified Agreement terms are unacceptable to you, you may terminate your Affiliate account. Affiliate further understands and agrees that while performing the Services, Affiliate shall not violate the Group Lore Terms and Conditions, the Group Lore Privacy Policy, or the intellectual property rights of any third party.

1. Term
   
   1. Term. This Agreement shall become effective when Group Lore accepts Affiliate into the Affiliate Program and shall end upon termination of your Affiliate account by either party (“Term”).
   2. Survival. Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. The sections titled Confidentiality, Intellectual Property, Notices, Equitable Relief, and Term survive any termination of this Agreement.
2. Intellectual Property
   
   1. Exclusive Owner. Group Lore is the sole and exclusive owner of all Group Lore copyrights, whether or not published, in perpetuity (but in any event for not less than the period of copyright and any renewals and extensions thereof), throughout the universe, from the moment of their creation, at every stage of their development, production, or completion, in all media now known or hereafter devised.
   2. Third Parties. Except as permitted pursuant to this Agreement, Affiliate may not and shall not permit any third party to display or otherwise use the Group Lore intellectual property in any manner (including without limitation to generate revenue for Affiliate). Affiliate will defend, indemnify and hold harmless Group Lore and its affiliates and its and their respective employees, agents, contractors, third-party service providers, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) (“Claims”) incurred or arising from any claim or action by a third party arising out of or relating to Affiliate’s Services.
   3. Display. When applicable, Affiliate agrees to properly designate and attribute the intellectual property that belongs to Group Lore in accordance with applicable laws and standards, such as:

• • Copyrighted Material: Clearly mark the material with the copyright symbol (©) along with appropriate attribution to the copyright owner.
  • Trademarks: If using a Group Lore trademark, include the appropriate designation, such as the registered trademark symbol (®) or the trademark symbol (™), as applicable, directly adjacent to the trademark. Proper attribution to the trademark owner should also be included.

1. 1. DMCA Notice. In the event Affiliate receives a takedown notice under the Digital Millenium Copyright Act (DMCA) in connection with any Services, Affiliate agrees to immediately notify Group Lore and cooperate with any investigative or remedial efforts requested by Group Lore.
   2. License. Subject to the terms and conditions of this Agreement, Group Lore hereby grants to Affiliate, a limited, revocable, non-exclusive, non-transferable license to use Group Lore’s trademarks, product packaging, and certain publicly-available marketing materials as provided by Group Lore from time to time (the “Marks”), solely in connection with performing the Services. Affiliate agrees that any use of the Marks (i) will comply with this Agreement, and (ii) will solely inure to the benefit of Group Lore. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Affiliate does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Affiliate agrees not to (A) attack the Marks or assist anyone in attacking the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the Term of this Agreement and thereafter. If Group Lore requests that Affiliate modify any use of the Marks or remove the Marks from any promotional materials, Affiliate will promptly (no more than one (1) business day) make such modifications or remove such Marks, as requested.

1. Affiliate Referral
   
   1. Promotion. Affiliate agrees to (a) advertise and promote Group Lore products, services, and memberships; and (b) refer Group Lore products, services, and memberships to customers through Affiliate’s customized QR code. You may use graphic and text links both on your website and within in your promotional messages. You may also advertise the Group Lore site in online and offline classified ads, magazines, and newspapers. You may use the graphics and text provided by us, or you may create your own as long as they are deemed appropriate according to this Agreement and the Advertisement Standards.
   2. Advertisement Standards. Your Affiliate application and Affiliate Program membership may be suspended or terminated at any time if you violate the terms and conditions of this Agreement, including the Advertisement Standards outlined herein and the Federal Trade Commission (FTC) guidelines and regulations.

• No Violation of Third-Party Contracts or Rights. Affiliate agrees that the Services shall not be completed in a way that violates the terms and conditions of any third-party website it uses to promote Group Lore. Further, Affiliate acknowledges and agrees that it shall not render the Services in a way that violates the intellectual property, privacy, civil, or other rights of any third party.
• Truthful Claims. Affiliate acknowledges and agrees that all advertisements shall represent Group Lore truthfully and not contain false claims, misrepresentations, or misleading hyperlinks. 
• No Spam. Affiliate agrees that it shall not distribute abusive promotional material to advertise Group Lore, including, but not limited to mass emails, emails with false or misleading header information, emails with deceptive subject lines, materials that can be considered phishing, mass newgroup postings, robocalls, communications that violate the Telephone Consumer Protection Act (TCPA) or the CAN-SPAM Act.
• Approved Sites. Affiliate agrees that it shall not advertise Group Lore on sites that contain or promote illegal activities. Group Lore reserves the right to monitor and request removal of advertisements at any time in its sole discretion.
• Endorsements. Endorsements shall reflect the honest opinions, findings, beliefs, or experiences of the Affiliate. No endorsement shall mislead or make deceptive representations, whether express or implied. Endorsements must disclose the material connection between Group Lore and Affiliate (e.g., payment, sponsorship). Ads posted shall be labeled as ads clearly and conspicuously.
• No Rebate. Affiliate acknowledges and agrees that offering rebates, coupons, or other forms of promised kick-backs from Affiliate’s commission as an incentive is prohibited. Adding bonuses or bundling other products with Group Lore is acceptable.

1. 1. Commission. Affiliate agrees that the compensation described herein (the “Commission”) represents Affiliate’s entire compensation for all Services and Affiliate will not be entitled to reimbursement for any expenses. For Affiliate to be eligible to receive a Commission, (a) the referred customer must be a third party, (b) the referred customer must maintain an active Group Lore account for a minimum of 37 days, and (c) Group Lore must receive payment from the referred customer and the transaction must be complete. Transactions that result in chargebacks or refunds shall not be paid out. Commissions shall be paid per referral, not per account. If a customer purchases multiple accounts using a single referral link, Affiliate shall be eligible for commission on the first order only.
   2. Payment. Provided that Affiliate is in compliance with this Agreement, Group Lore shall pay Affiliate’s Commission on the first and third Friday of each month, upon completion of transactions referred by Affiliate. Payments will be made the later of Net 30 from the date of completion of the successful transaction. Affiliate understands that payment is contingent upon: (a) providing their Direct Deposit information or check information to Group Lore, including an IRS form W-9; and (b) fulfilling and completing all of the obligations contained in this Agreement.
   3. Taxes. Affiliate will be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that may be applicable to the performance of the Services, if any. Affiliate will be obligated to pay any applicable taxes for corresponding Services, including without limitation, any and all interest, penalties and attorneys’ fees. Group Lore will not be responsible to Affiliate or any governing body for any taxes relating to amounts that Affiliate receives hereunder including but not limited to federal or state income tax, social security tax, or unemployment tax. Affiliate will bear any and all costs, and will indemnify Group Lore against the same, including, without limitation, penalties, interest and attorneys’ fees. Group Lore will be entitled to contest, pursuant to applicable law and at its own expense, any taxes it is ultimately obligated to pay, and Affiliate will reasonably cooperate with any such contest.

1. Coupon and Deal Sites

Group Lore occasionally offers coupons to select Affiliates and to our newsletter subscribers. Only Affiliates that are pre-approved or assigned a branded coupon may promote the coupon. Below are the terms that apply for any Affiliate who is considering the promotion of our products in relation to a deal or coupon:

• Affiliates may not use misleading text on Affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
• Affiliates may not bid on Group Lore coupons, Group Lore discounts or other phrases implying coupons are available.
• Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
• User must be able to see coupon/deal/savings information and details before an Affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
• Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the Affiliate Program immediately.

1. Pay Per Click (PPC) Policy

PPC bidding is NOT allowed without prior written permission from Group Lore.

1. Representations and Warranties
   
   1. By Each Party. Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.
   2. By Affiliate. Affiliate represents, warrants and covenants that: (a) the Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein; (b) Affiliate is the original author and sole owner of the materials used in connection with the Services or otherwise has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content; (c) the Services are accurate and true and reflect Affiliate’s actual opinions, experiences and beliefs; (d) no Services created or obtained by Affiliate and delivered to Group Lore or posted by Affiliate or Group Lore hereunder will infringe on or violate any intellectual property rights or applicable laws, rules or regulations, including, but not limited to, the Federal Trade Commission Act and all rules, regulations and guidelines promulgated by the Federal Trade Commission; and (e) no content posted by Affiliate hereunder will contain any profanity, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material.
   3. Disclaimers. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, GROUP LORE DISCLAIMS, AND AFFILIATE DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
2. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM (A) AFFILIATE’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR (B) AFFILIATE’S INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THE MAXIMUM TOTAL, AGGREGATE LIABILITY OF GROUP LORE FOR ANY AND ALL CLAIMS AND ACTIONS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID AND PAYABLE BY GROUP LORE TO AFFILIATE HEREUNDER IN THE SIX (6) MONTH PERIOD PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND, AS SUCH, SOME PORTION OF THE ABOVE LIMITATION MAY NOT APPLY.

1. Data Privacy

Affiliate shall adhere to applicable rules and regulations regarding the use of personal data as defined by applicable privacy laws and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, Group Lore will have the right to collect and analyze data and information (including personal data and information) resulting from Affiliate’s (and any of Affiliate’s referrals’) use of Group Lore QR codes, advertisement mechanisms, and links. All such aggregated data and information will be solely owned by Group Lore and may be used by Group Lore for any lawful business purpose without a duty of accounting to Affiliate. In the event of any conflict between this Agreement and any other agreement Affiliate has entered into with Group Lore (including, without limitation, the Privacy Policy), the terms of this Agreement will control unless such other agreement expressly provides otherwise by reference to the provision that is unavailing.

1. Indemnification

Each party to this Agreement shall indemnify and hold harmless each other party at all times during the Term of this Agreement against and in respect of any liability, damage or deficiency, all actions, suits, proceedings, demands, assessments, judgments, costs and expenses including attorney fees incident to any of the foregoing, resulting from any misrepresentations, breach of covenant or warranty or non-fulfillment of any agreement on the part of such party under this Agreement or from any misrepresentation in or omission from any certificate furnished or to be furnished to a party hereunder. Subject to the terms of this Agreement, the defaulting party shall reimburse the other party on demand, for any reasonable payment made by said party at any time during the Term, in respect of any liability or claim to which the foregoing indemnity relates, if such payment is made after reasonable notice to the other party to defend or satisfy the same and such party failed to defend or satisfy the same.

1. Confidentiality

Affiliate acknowledges that in the course of providing Services hereunder, Affiliate may acquire certain confidential information. Affiliate will: (a) not disclose such confidential information to any third party without the prior written consent of Group Lore, (b) notify Group Lore if Affiliate becomes aware of any breach of confidentiality in any manner whether through (i) Affiliate’s negligence, acts or omissions, or (ii) computer virus, or theft of Affiliate’s computer or login information; or (c) not use the confidential information for any purpose other than to carry out the Services contemplated hereunder.

1. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of Colorado.

1. Independent Contractor; No Agency

Nothing in this Agreement will in any way be construed to render Affiliate to be or to be construed as an agent, employee or representative of Group Lore. Affiliate is and will perform the Services hereunder as an independent contractor. Affiliate acknowledges and agrees that Affiliate will not be eligible for any employee benefits (nor do they desire any of them) and expressly waives any entitlement to such benefits. Affiliate further agrees to indemnify Group Lore and hold it harmless to the extent of any obligation imposed on Group Lore resulting from Affiliate’s being determined not to be an independent contractor.

1. Assignment

This Agreement (including, without limitation, the license granted hereunder) is personal to Affiliate and shall not be assigned or transferred by Affiliate, including, without limitation, by operation of law. Any attempt on the part of Affiliate to assign, sub-license, or transfer Affiliate’s rights under this Agreement shall be invalid and void.

1. Notices

All notices, requests, demands, and determinations under this Agreement, shall be in writing and shall be deemed duly given (i) when delivered by email with a response received, (ii) one (1) day after being given to an express, overnight courier with a reliable system for tracking delivery, or (iii) five (5) days after the day of mailing, when mailed by United States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the person(s) and addresses identified below in this Agreement, or at such other address as either Party may designate by proper written notice.  

1. Equitable Relief

Affiliate and Group Lore agree that it would be impossible or inadequate to measure and calculate Group Lore’s damages from any breach by Affiliate of this Agreement. Accordingly, Affiliate and Group Lore agree that if Affiliate breaches this Agreement, Group Lore will have available, in addition to any other right or remedy available and notwithstanding anything to the contrary in the Agreement, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance of the Intellectual Property, Indemnification, and Representation and Warranties sections of this Agreement. Affiliate and Group Lore further agree that no bond or other security will be required in obtaining such equitable relief and Affiliate and Group Lore hereby consent to the issuances of such injunction and to the ordering of such specific performance.

1. Defend Trade Secrets Act of 2016

Affiliate acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): “An individual will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

1. Counterparts/Facsimile/Electronic Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile or electronic (PDF) copies reflecting the party’s signature hereto, and any such facsimile or electronic copy shall be sufficient to evidence the signature of such party as if it were an original signature.

1. Miscellaneous

This Agreement, the Terms and Conditions, and the Privacy Policy (each of which is incorporated by reference) are the complete and exclusive understanding and agreement regarding the Services, and supersedes any oral or written proposal, prior agreement, or other communication between Group Lore and Affiliate. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Affiliate hereunder may be assigned or transferred by Affiliate (in whole or in part and including by sale, merger or operation of law) without the prior written approval of Group Lore. Any assignment in violation of the foregoing will be null and void. Group Lore may freely assign this Agreement or any of its rights hereunder. During the Term of this Agreement and for one (1) year thereafter, Affiliate will not at any time, disparage, or otherwise portray in a negative light, Group Lore, any Group Lore personnel and/or Group Lore products or services; provided, however, that this Section will not be construed to prohibit Affiliate from responding publicly to incorrect public statements or from stating facts.