AFFILIATE PROGRAM TERMS AND CONDITIONS

AFFILIATE PROGRAM TERMS AND CONDITIONS

These Terms and Conditions (the “Agreement”) form a legal agreement between the individual who accepts these terms (“you” and “your”) and Cloudpresenter Limited (“Cloudpresenter,” “we” or “us”). Your participation in the Cloudpresenter Affiliate and Referral Program (the “Program”) is subject to the terms of this Agreement.

Cloudpresenter may update or modify this Agreement or any referenced policies or documents in its sole discretion from time to time.  By continuing to participate in the Program, you accept any modifications we make to this Agreement. Program benefits are subject to change or termination in Cloudpresenter’s sole discretion. If you do not agree to changes to the Agreement or the Program, you must stop participating in the Program.

By clicking on the “Submit” button or “I agree” button, by participating in the Cloudpresenter Affiliate Program, or by posting or sharing a Cloudpresenter Affiliate or Referral Link, you indicate your agreement to be bound by this Agreement. 

1.  Cloudpresenter Affiliate Program. The Program is designed to give you the opportunity to learn about Cloudpresenter’s webinar and video communications software as a service platform (“Cloudpresenter Products”), and to encourage you to promote the Cloudpresenter Products to prospective Cloudpresenter customers and users (“Cloudpresenter Customers”). To participate in the Program, you must be at least the age of majority in your country of residence (usually 18 years), and by entering into this Agreement you certify to Cloudpresenter that you are at least the age of majority where you live.

2.  Program Benefits. Members of the Program may receive certain benefits from Cloudpresenter that are not available to other Cloudpresenter customers and users. Benefits are described from time to time on the Cloudpresenter Affiliate website (“Program Guide”), or may be communicated to you through other means. The benefits available to you may vary depending on which type of Program membership you qualify for, and may require you to accept additional terms applicable to such benefits.

3.  Cloudpresenter Materials and Branding.  As part of the Program, Cloudpresenter may make available to you Cloudpresenter branding, trademarks, logos, and trade dress (collectively, “Cloudpresenter Marks”), promotional materials, training documentation, and other materials related to the Cloudpresenter Products (collectively and individually, the "Cloudpresenter Materials"). Provided you continue to comply with this Agreement and remain eligible to participate in the Program as set forth in the Program Guide, Cloudpresenter grants you, during the term of this Agreement, a personal, limited, revocable, non-exclusive, non- transferable license to use the Cloudpresenter Marks and Cloudpresenter Materials worldwide, for the sole and exclusive purposes of promoting, through the Program, the Cloudpresenter Products to current or potential Cloudpresenter Customers. We may rescind or alter this grant at any time and in our sole discretion.  You must adhere to any guidelines we publish or make available to you regarding use of the Cloudpresenter Marks and Cloudpresenter Materials, including our Brand Guidelines published at https://Cloudpresenter.com/brand 

4.  Confidential Information. All information provided to you by Cloudpresenter that is not generally known or available to the public, that concerns Cloudpresenter’s business, technology, pricing, employees, customers, prospective customers, or financial affairs, including, without limitation, product roadmap information, other confidential plans for the Cloudpresenter Products, and information which is identified by Cloudpresenter as confidential or which a reasonable person would deem to be confidential under the circumstances (collectively, “Confidential Information”) is Cloudpresenter’s exclusive property. You shall protect the Confidential Information from disclosure and you will not disclose any Confidential Information to any person or entity without prior written approval by an officer of Cloudpresenter, either during or after the term of this Agreement. Except with Cloudpresenter’s express prior written consent, or as required by law, you will not use any Confidential Information except for the purpose of promoting the Cloudpresenter Products and to optimize and promote adoption of the use of the Cloudpresenter Products by Cloudpresenter Customers. You must cease using, return to Cloudpresenter, and destroy all copies and extracts of all Confidential Information (including electronic files), immediately upon receipt of a request by Cloudpresenter, and you must promptly confirm in writing that you have done so. If you become legally compelled to disclose any Confidential Information, you will, if lawfully permitted to do so, immediately provide Cloudpresenter with written notice and reasonable cooperation so that Cloudpresenter may seek a protective order or other appropriate remedy to protect its interest in the Confidential Information. If you disclose or use (or threaten to disclose or use) any Confidential Information in breach of this Section 6, Cloudpresenter will have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.

PLEASE READ THE FOLLOWING CAREFULLY: Without limiting the foregoing: (a) if Cloudpresenter provides you with information about an Cloudpresenter Customer, including without limitation any contact information or statistical information about such Cloudpresenter Customer’s use of the Cloudpresenter Products, you may use such information solely for the purpose of promoting the Cloudpresenter Products to such Cloudpresenter Customer, and to assist such Cloudpresenter Customer to optimize and enhance its use of the Cloudpresenter Products, and (b) if Cloudpresenter provides you with product roadmap information or other confidential plans for the Cloudpresenter Products or any other inventions or trade secrets, you may use such information solely for your own internal planning purposes and you will not disclose the information to anyone, including any Cloudpresenter Customer.

5.  Intellectual Property. Except for the limited rights specifically granted to you in this Agreement, Cloudpresenter reserves all right, title and interest, including, without limitation, all intellectual property rights, in and to the Cloudpresenter Products, the Cloudpresenter Materials, and Cloudpresenter Marks. You acknowledge and agree that this Agreement in no way provides any express or implied license to use or otherwise exploit the Cloudpresenter Products, the Cloudpresenter Materials, or the Cloudpresenter Marks, except as specifically set forth herein. Further, all use of the Cloudpresenter Materials and Cloudpresenter Marks, including all goodwill therein, shall inure to the benefit of Cloudpresenter. If you provide any suggestions, enhancement requests, feedback, recommendations or other information relating to any current or future Cloudpresenter products or services, the Cloudpresenter Materials, or the Cloudpresenter Marks (“Feedback”), you hereby grant Cloudpresenter an irrevocable, perpetual, nonexclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid up right and license to disclose, use and incorporate such Feedback in order to develop, improve, use, create, commercialize, or exploit any Cloudpresenter products or services, without any compensation to you and without any obligation to provide any accounting or other reporting to you.

6.  Compliance. You agree to comply with all applicable laws and regulations in the conduct of your activities relating to the Program, including without limitation all applicable anti-corruption, privacy and data protection laws. To the extent you are exposed to personal information of any individual in connection with the Program, you agree to treat such personal information as Confidential Information of Cloudpresenter. In addition, with regard to personal data subject to European Union privacy laws, including the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”): you shall (1) comply with the requirements under the GDPR with respect to such data, (2) notify Cloudpresenter immediately if you determine you can no longer meet the requirements under the GDPR, and (3) process such data only for the purposes specified in this Agreement. You represent and warrant that you shall not: (a) make any false or misleading representations with respect to Cloudpresenter or the Cloudpresenter Products or make any representations that are inconsistent with the Cloudpresenter Materials, (b) hold yourself out to the public or any Cloudpresenter Customer as the agent of Cloudpresenter, or make any representation, warranty or promise for or on behalf of Cloudpresenter, or otherwise attempt to obligate Cloudpresenter in any manner, (c) directly or indirectly offer any financial or similar incentive to any individual or entity, including any Cloudpresenter Customer, in connection with promotion of the Cloudpresenter Products, (d) engage in any deceptive, misleading, or unethical practices that are or might be detrimental to Cloudpresenter or Cloudpresenter Customers or damage Cloudpresenter’s reputation, (e) infringe on the intellectual property rights of third parties, (f) not display or provide content that is offensive as part of your participation in the Program, including but not limited to blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content, (g) not post any content that holds Cloudpresenter open to public scorn or ridicule, and (h) not sell, promote, or advertise in any manner (including through the use of hyperlinks) any products or services that are unlawful in the location at which the content is posted or received, gambling activities, alcohol, tobacco, or any illegal or controlled substance, as part of your participation in the Program. You acknowledge that you are not the agent of Cloudpresenter and you have no authority to execute contracts on Cloudpresenter’s behalf, or to sell or resell subscriptions, seats, or upgrades to the Cloudpresenter Products. You acknowledge that Cloudpresenter’s obligations to Cloudpresenter Customers are set forth in Cloudpresenter’s Standard Terms or other agreement between Cloudpresenter and such Cloudpresenter Customers. You are legally responsible for any person acting for you or on your behalf.

7.  Non-disparagement. You shall not, at any time during the term of the Program and thereafter, make statements or representations or otherwise communicate, directly or indirectly, in writing, orally, or otherwise that may, directly or indirectly, disparage Cloudpresenter or any of its subsidiaries, affiliates, or their respective officers, directors, employees, advisors, businesses, or reputations.

8.  Term and Termination. This Agreement will commence upon the earlier of the date you click “Submit” or “I Agree,” or the date you begin to participate in the Program and will continue in effect unless and until terminated by you or us. You may terminate this Agreement at any time and for any reason by sending an email to legal@Cloudpresenter.com. Upon termination (whether by you or by Cloudpresenter), all rights and licenses granted to you under the Program and this Agreement (including all amendments and addenda to this Agreement) shall immediately terminate and you must (a) remove all references to your participation in the Program from any website, social media site, or other publicly available advertising or other media, (b) return or destroy all Cloudpresenter Materials in your possession, and (c) otherwise cease from participating in the Program and from making any representation that you are still part of the Program. Cloudpresenter may terminate or suspend your access to all or any part of the Program at any time and for any reason or no reason, upon notice and without liability. For example, Cloudpresenter may revoke your right to use any Program-specific logos or other identifiers you may have previously been eligible to use (such as “Cloudpresenter Ambassador”) at its sole discretion. Notwithstanding any termination or expiration of this Agreement, the terms set forth in Sections 3-7 and 6-18 of this Agreement shall survive and continue in effect.

9.  Relationship of the Parties; Freedom of Action. You are an independent contractor and not an employee, agent, joint venturer, franchisee or partner of Cloudpresenter. You have no authority, legal or otherwise, to bind Cloudpresenter or to assume or create any obligation or responsibility, express or implied, written or oral, on behalf of Cloudpresenter or in Cloudpresenter's name. You are solely responsible for payment of any income taxes, social security taxes, unemployment or disability insurance charges or similar items in connection with your performance of any services for Cloudpresenter Customers or otherwise in connection with the Program. Cloudpresenter will not have any obligation to you for compensation or expense reimbursements in connection with this Agreement or the Program.

10.  The rights granted by Cloudpresenter to you in connection with this Agreement are non-exclusive. Except as expressly provided in this Agreement, nothing herein shall limit or otherwise impair either party’s freedom to conduct its business. Without limiting the foregoing, you acknowledge and agree that Cloudpresenter may offer products and services that compete with products and services you offer, including to Cloudpresenter Customers who are introduced to Cloudpresenter by you.

11.  Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD Cloudpresenter AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR PARTICIPATION IN THE PROGRAM, YOUR PERFORMANCE OF SERVICES FOR Cloudpresenter CUSTOMERS, YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT, YOUR VIOLATION OF APPLICABLE LAW, AND/OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

12.  Disclaimer; Liability Limitation. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, Cloudpresenter MATERIALS, AND Cloudpresenter MARKS ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  Cloudpresenter SHALL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE PROGRAM, THE Cloudpresenter MATERIALS OR THE Cloudpresenter MARKS BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO Cloudpresenter OR THE PROGRAM. YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK. NEITHER Cloudpresenter NOR ITS AFFILIATES, LICENSORS, VENDORS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHERREPRESENTATIVES WILL BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES), ARISING FROM OR RELATING TO THIS AGREEMENT OR THE PROGRAM, Cloudpresenter MATERIALS OR Cloudpresenter MARKS, WHETHER OR NOT Cloudpresenter HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. THIS EXCLUSION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. IN ANY EVENT, Cloudpresenter'S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF OUR AFFILIATES, LICENSORS AND VENDORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO $100 OR ANY COMMISSIONS YOU EARNED THROUGH THE PROGRAM IN THE PREVIOUS TWELVE MONTHS, WHICHEVER IS HIGHER. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages such as above in this Section 12. Accordingly, some of the above limitations may not apply to you. If you are a New Jersey resident, or a resident of another state that permits the exclusion of these warranties and liabilities, then the limitations in Section 12 specifically do apply to you.

13.  MANDATORY ARBITRATION AND CLASS ACTION WAIVER.  PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

13.1  Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without regard to its principles of conflict of laws. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

13.2  Application. Claims arising out of or relating to this Agreement or the Program will be resolved through final and binding arbitration, except as set forth below. You and Cloudpresenter agree that this Agreement affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. This Section is intended to be interpreted broadly and governs any and all disputes between us arising out of or relating to any aspect of this Agreement.

13.3  Initial Dispute Resolution. Before taking any formal action and as a prerequisite to filing any petition, demand, or complaint in court or arbitration, you will contact us at legal@Cloudpresenter.com and

provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account). 

13.4  Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole

means to resolve claims, subject to the exceptions set forth below.  Specifically, all claims arising out of or relating to this Agreement (including its formation, performance, and breach), and/or your participation in the Program shall be finally settled by binding arbitration administered by the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS”). The JAMS rules will govern payment of all arbitration fees. Cloudpresenter will pay all arbitration fees for claims less than $75,000. If you receive an arbitration award that is more favorable than any offer Cloudpresenter makes to resolve the claim, Cloudpresenter will pay you $1,000 in addition to the award. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this is void or voidable, or whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award

shall be written and shall be binding on you and Cloudpresenter and may be entered as a judgment in any court of competent jurisdiction. To start an arbitration, you must do the following: (a) Write a Demand for Arbitration (“Demand”) that (i) briefly explains the dispute, (ii) lists your and Cloudpresenter’s names and addresses, (iii) specify the amount of money in dispute, if applicable, (iv) identify the requested location for a hearing if an in-person hearing is requested, and (v) state what you want in the dispute; (b) Send one copy of the Demand to JAMS, along with a copy of this Agreement and the filing fee required by JAMS; and (c) Send one copy of the Demand for Arbitration to us at legal@Cloudpresenter.com. 

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited

in arbitration than in court. If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing, unless you and Cloudpresenter both agree to another location or telephonic arbitration. For individuals residing outside the United States, arbitration

shall be initiated in San Diego County, California, United States, and you and Cloudpresenter agree to submit to the personal jurisdiction of any federal or state court in San Diego County, California, United States, in order to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 

13.5  Exception: Litigation of Intellectual Property, Confidentiality, and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy, misappropriation, disclosure, or unauthorized use of intellectual property or confidential information in state or federal court with jurisdiction or in the U.S. Patent and Trademark Office, as

applicable.  Either party may also seek relief in small claims court in San Diego, California for disputes or claims within the scope of that court’s jurisdiction.

13.6  Class Action Waiver. The parties further agree that the arbitration shall be conducted in each party’s respective individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND Cloudpresenter AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

14.  Export Compliance. The Program and Cloudpresenter Materials may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You shall not permit anyone to access or use any Cloudpresenter

Materials in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation. You shall not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement or the Program without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business.

15.  Miscellaneous. This Agreement (and all terms and conditions incorporated herein) constitutes the entire agreement between you and Cloudpresenter with respect to its subject matter, and supersedes all other proposals, statements and agreements, including any previous agreement relating to the Program. A waiver or consent given by either party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party

beneficiaries to this Agreement. This Agreement and any rights or licenses granted hereunder to you are personal and may not be assigned or delegated by you. This Agreement and any rights or licenses granted hereunder may be assigned or delegated by Cloudpresenter without restriction. This Agreement may not be modified by an oral statement by a representative of Cloudpresenter. We may deliver notice to you by e-mail, posting a notice on the Cloudpresenter Affiliate website, or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) Mango Technologies Inc. dba Cloudpresenter, 350 Tenth Ave Suite 500, San Diego, CA 92101; or (2) legal@Cloudpresenter.com.  If you are located outside the U.S., you (i) acknowledge and agree that this

Agreement is only being offered in English, and that if there is any translation of this Agreement, the English version shall govern; and (ii) consent to the transfer, storage and processing of your information, including any personal information, in and to the United States (“U.S.”) and/or other

countries. Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision that, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. 

PROGRAM ADDENDUM TO THE Cloudpresenter AFFILIATE AND REFERRAL PROGRAM AGREEMENT

This Program Addendum (“Addendum”) is specific to Affiliates participating in the Program through Impact and supplements the terms of the Cloudpresenter Affiliate and Referral Program Agreement.  Participation in the Program is subject to the terms of this Addendum, which Cloudpresenter may update or modify from time to time, including any referenced policies or documents. By continuing to participate in the Program, you agree that you accept any of our updates or modifications to this Addendum. The benefits available as part of the Program are subject to change or termination in Cloudpresenter’s sole discretion, as notified on the Cloudpresenter Affiliate website. If you do not agree to changes to the Addendum or the Program, you must stop participating in the Program.

By clicking on the “Submit” button or the “I agree” button, or by participating in the Cloudpresenter Affiliate Program, you indicate your agreement to be bound by this Addendum. Please carefully read this Addendum. If you do not agree to the terms of this Addendum, do not click “Submit” or “I Agree” and do not participate in the Program.

1.  Program Benefits. Eligible Members of the Program may receive specified benefits from Cloudpresenter when they refer new customers to Cloudpresenter.  

2.  [Removed].

3.  Affiliate Program.  Affiliates may earn commissions on eligible

Orders.  Cloudpresenter will pay Affiliate commissions via Impact.

4.  Key Definitions. The following definitions apply to this Addendum:

4.1.  “Members” means Program participants who have been confirmed by Cloudpresenter.  Cloudpresenter may determine eligibility for the Program, Membership, or Affiliate status, or any benefits therein, in its sole discretion.  

4.2.  “Order” means a paid Subscription for Cloudpresenter Products that is made through Cloudpresenter’s billing page of a prepaid monthly or annual Subscription and is referred to Cloudpresenter by Member as an Eligible Referral through Member’s Affiliate Link.

4.3.  “Signup” means a user’s initial registration for any Cloudpresenter Products where that user is referred to Cloudpresenter by Member as an Eligible Referral through Member’s Referral Link.

4.4.  “Disqualified Referral” means a user that (a) is currently or previously was a user of a paid version of the Cloudpresenter Products (b) was previously registered or sourced as a lead by another member of the Program, through another Cloudpresenter marketing channel, or a Cloudpresenter reseller,; (c) is identified as a lead by Cloudpresenter’s sales team in Cloudpresenter’s CRM system or purchased through another Cloudpresenter marketing channel, (d) Cloudpresenter is prohibited by law from doing business with, or (e) Cloudpresenter declines to accept as a lead or referral for any reason. A lead or referral may be deemed a Disqualified Referral at any time in Cloudpresenter’s sole discretion.

4.5.  “Eligible Referral” means a user that is not a Disqualified Referral and meets the following criteria: (a) for Signups and Affiliate commissions, the user must complete their Signup within the Signup Period for the Cloudpresenter Products by clicking on your Affiliate Link and then registering on the page to which they are directed, (b) for Affiliate commissions, the user completes an Order from the page the user is directed to through your Referral Link or Affiliate Link within the Purchase Period and (c) payment must be collected while you are a member in good standing under the Program.  A lead or referral may be deemed an Eligible Referral at any time in Cloudpresenter’s sole discretion.

4.6.  “Signup Period” means 30 days from the time when the user clicks on your Affiliate Link.

4.7.      “Purchase Period” means 30 days after Signup. 

4.8.      “Activation” occurs when a User that is an Eligible Referral of Affiliate’s completes all the following steps: creates a new Workspace in a Cloudpresenter account, verifies their email with Cloudpresenter, and creates their first Task in a Cloudpresenter account.  

4.9.  “Affiliate Link” means a link to a unique URL provided to you by Cloudpresenter that directs to a page on the Cloudpresenter website where a user can complete a Signup or Order that will be identifiable as a referral made by you through the Affiliate program.

4.10.      “Subscription Fee Revenues” means the fees paid to Cloudpresenter by the Eligible Referral during the initial 12 months of the Eligible Referral’s subscription to the Cloudpresenter Products, excluding (a) costs attributable to sales, use, value-added, excise and other taxes, customs duties and other governmental charges, (b) any origination and transaction-related fees charged by third parties, and (c) returns or credits. Subscription Fee Revenues do not include fees paid for professional, consulting or training services, or any amounts that have not actually been received by Cloudpresenter.

5.  Payments and Taxes.

5.1.  All payments for Affiliate commissions will be made in accordance with this Addendum. Cloudpresenter will have no obligation to pay you any  Affiliate commissions for any Disqualified Referrals, or for any Eligible Referrals that do not result in a Signup, Activation, or an Order with Subscription Fee Revenues received during the eligible timeframe, as determined solely by Cloudpresenter.

5.2.  To generate your Affiliate Link

and track and receive payment for your Affiliate

commissions, you must register for an Program account through the

Impact platform at http://app.impact.com/campaign-mediapartner-signup/Cloudpresenter.brand?type=dm&io=h3wBHTgJvEeIePC%2BNNzYSGdWzZF8xqjjrL5UU4CGfpMuPfNjXLWRnK7BCfuwlxkV

‍

5.3.   Affiliate commissions will be paid only on eligible Subscription Fee Revenues received by Cloudpresenter and eligible Activations.  . The current Affiliate commissions are listed in Impact. 

Cloudpresenter may alter or discontinue these, or determine whether Subscription Fee Revenues or Activations are eligible, in its sole discretion and without notice.   

5.4.  Affiliate commissions will be made available for withdrawal forty-five (45) days after the final day of the month in which Cloudpresenter receives payment on the applicable Order, provided the withdrawal exceeds the minimum.

5.5.  Cloudpresenter may deduct any amount owed by you to Cloudpresenter, including any Referral credits or Affiliate commissions Cloudpresenter paid you on previous Orders for Subscriptions on which Cloudpresenter issued the user a refund, or for unpaid balances on your own Cloudpresenter Subscription or account.

5.8.  You shall be responsible for all taxes, duties, VAT charges and similar taxes and fees which are levied or imposed by reason of any amounts paid to you pursuant to this

Program, including but not limited to taxes on your income.

6.  Termination. This Addendum will continue in effect unless and until terminated by you or Cloudpresenter, subject to Cloudpresenter’s right to modify as described above. Either party may terminate this Addendum immediately upon notice for any reason or no reason. Termination of the Agreement or the Program will automatically terminate this Addendum. The termination or expiration of this Addendum will not relieve either party of its outstanding payment obligations at the time of such termination or expiration.

7.  Additional Warranties. In addition to your obligations set forth in the Agreement, you represent and warrant as follows:

7.1.  You will not quote or negotiate prices to any user or prospective user;

7.2.  No portion of any Affiliate commissions paid or payable to you by Cloudpresenter hereunder will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity, other than you;

7.3.  You have not, and will not at any time, directly or indirectly, pay, offer, give or promise to pay or give, or authorize the payment of, any monies or any other thing of value to: (a) any officer or employee of any government, or any department, agency or instrumentality thereof; (b) any other person acting in an official capacity for or on behalf of any government, or any department, agency or instrumentality thereof; (c) any political party or any official or employee thereof; (d) any candidate for political office; (e) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party or official or employee thereof, or candidate for political office; or (f) any other person, firm, corporation or other entity with knowledge that some or all of such monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party or officer or employee thereof, or candidate for political office. It is the intent of the parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public, commercial or other bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage; and

7.4.  You must disclose to your sales leads that you receive compensation from Cloudpresenter for purchases made through your Affiliate Link.

8.  Disclosing Your Connection With Cloudpresenter. If you post about Cloudpresenter’s services on social media or refer prospective customers to Cloudpresenter through the Program, you must disclose clearly and conspicuously that you have a material connection to Cloudpresenter in that you may receive benefits for Eligible Referrals. Your disclosure must be presented in a way that prospective customers can easily find it, easily understand it, and so that it contains sufficient information for prospective customers to judge the credibility of your statements regarding Cloudpresenter. For example, your disclosure should be placed conspicuously near any Referral Link that you present to prospective customers. Your disclosure also must be consistent with the Federal Trade Commission (“FTC”) Guides Concerning Use of Endorsement and Testimonials in Advertising, as updated on the FTC website. Below is a sample disclosure message:

I participate in the Cloudpresenter Affiliate and Referral Program.  By referring you as a prospective customer to Cloudpresenter, I may be eligible to receive compensation from Cloudpresenter.

9.  No Exclusivity. This Addendum is non-exclusive. Cloudpresenter has the right to solicit prospective customers directly and to appoint any number of additional referrers, affiliates, representatives, or agents to provide leads to Cloudpresenter. Subject to compliance with obligations regarding confidentiality and intellectual property rights, nothing in this Addendum will prevent either party, alone or with others, from developing or distributing any software, service, or technology offering that is similar to, or otherwise competing with, products or services of the other party.

10.  Additional Disclaimers. In addition to the disclaimers in the Agreement, you hereby acknowledge and agree that your right to receive Referral credits or Affiliate commissions is limited and dependent on many factors, including the qualifications and activities of the entities that click on your Referral Link or Affiliate Link, the functionality of the Referral Link or Affiliate Link, and your strict compliance with the terms of this Addendum and Agreement. Cloudpresenter shall not be liable for the payment of Referral credits or Affiliate commissions due to the inoperability of or other technical issues related to the Referral Link or Affiliate Link. Cloudpresenter makes no representations or warranties in connection with any aspect of the Program.

11.  Marketing Guidelines. Other than sharing your Affiliate Link, you may not use or set up any website or social media site, or bid on or otherwise use any search engine keywords, that use any Cloudpresenter branded search terms, trademarked terms, or branded URLs,

including derivatives or misspellings of these. You may not engage in brand

bidding on Cloudpresenter’s terms or on a competitor’s branded terms to direct traffic

to Cloudpresenter branded sites. This includes any and all combinations, variations,

misspellings or misspelling variations. You must adhere to Cloudpresenter’s brand

guidelines, available at https://Cloudpresenter.com/brand, and may not use keywords or

copy containing terms that might reflect negatively on Cloudpresenter’s brand. You may

not buy, create, or publish paid advertisements for Cloudpresenter, other than the

contents of your Affiliate Link, without Cloudpresenter’s approval.  You may not resell or rebroker any Cloudpresenter offer, or otherwise offer for sale the contents of your Affiliate Link or Referral Link, without Cloudpresenter’s approval.  You may not post Affiliate Links on or through the following without prior written approval from Cloudpresenter, which may be withheld in Cloudpresenter’s sole discretion: coupon websites or media; coupon codes not expressly provided to you by Cloudpresenter or through the Affiliate Program; websites or media that contain adult, obscene, hateful, defamatory, or illegal content; loyalty or cashback sites, including through first- or third-party toolbar or browser extensions; email, including first- or third-party email; or websites or media that would reflect negatively on Cloudpresenter’s brand.  Cloudpresenter may withhold or refuse to pay Affiliate commissions, even if otherwise earned, if you violate this policy.

12.  You may not use the Program as a means to self-refer, including for any entity you own, are employed at, contract with, or control, to receive credits or commissions unless agreed with Cloudpresenter. Members of the Program in breach of these terms may be removed from the Program and credits/commissions rejected.

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