Last Reviewed on: 12.06.2023
WHEN YOU CLICK A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR WHEN YOU EXECUTE A FORM THAT REFERENCES THIS AGREEMENT, YOU, THE COMPANY ENTERING THIS AGREEMENT (“AFFILIATE”), AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ACCEPT THIS AGREEMENT ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.
This Affiliate Agreement (the “Agreement”), constitutes a binding agreement between Concord Technologies Inc. (“Concord”) and the Affiliate identified in a document that references this Agreement, or the Affiliate who accepts the terms of this Agreement via click-through acceptance (the date of the document or the date of click through acceptance, the “Effective Date”).
This Agreement governs your participation in our affiliate program (the "Program") and establish the terms and conditions of the Program. By participating in the Program, you agree to abide by these terms.
Affiliates are prohibited from signing up for Concord's products or services through their own affiliate links. Any self-referrals will result in the permanent banning of the affiliate's account, and any earned commissions will be forfeited.
Concord does not tolerate any attempts to abuse its affiliate system. Any effort to mislead, manipulate, or defraud Concord or potential customers will lead to the permanent banning of the affiliate's account. This includes activities such as posting fake discounts to coupon-sharing websites or engaging in any other behavior that violates our policies.
Affiliates are not permitted to run search engine ads (especially on branded terms or domain names), Facebook ads, or other advertisements that may compete with Concord's own marketing efforts and potentially cause customer confusion. Concord reserves the right to terminate an affiliate's account upon detecting such activities.
Affiliates are prohibited from impersonating Concord or acting on behalf of Concord. This includes posing as an employee or representative of our company.
Concord Materials. Concord retains all right, title, and interest in and to (a) the Services; (b) Concord information, data, documents, specifications, inventions, technologies, know how, works, software, hardware, systems, methods, processes, specifications, descriptions, plans that Concord or its subcontractors conceives, discovers, designs, develops, reduces to practice, prepares, makes, modifies or improves; and (c) all works, inventions, and other subject matter incorporating, based on or derived from any Concord Materials, including all customizations, enhancements, improvements and other modifications thereof. In each case, (a), (b), and (c), all intellectual property rights therein are and will remain the property of Concord (“Concord Materials”). Other than as expressly granted herein, Affiliate has no right or license with respect to the Concord Materials.
Concord License Restrictions. Affiliate shall not, and shall not permit any other person to access or use the Concord Materials except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, with respect to the Concord Materials, Affiliate will not, except as this Agreement expressly permits (a) copy, modify, or create derivative works or improvements of the Concord Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Concord Materials to any other person, including through or in connection with anytime-sharing, service bureau, software as a service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Concord Materials or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Concord Materials, including any copy thereof; (e) use any Concord Materials in a manner or for any purpose that infringes, misappropriates, or otherwise violates any law or intellectual property right; (f) use the Concord Materials for purposes of competitive analysis, the development of a competing system, product, or service, or any other purpose that is to Concord's commercial disadvantage; and (g) otherwise use the Concord Materials beyond the scope of the license granted.
Third-Party Materials. All right, title, and interest in and to the Third-Party Materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders, subject to the terms and conditions of the applicable third-party license agreements. Affiliate has no right or license with respect to any Third-Party Materials except as expressly licensed under such third-party license agreements.
Confidential Information. In connection with this Agreement, Concord may disclose or make available Confidential Information to the Affiliate. “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that Concord considers confidential or proprietary, including information consisting of or relating to the Concord's technology, trade secrets, know-how, business operations, plans, strategies, customers, technology, software, pricing, or other information with respect to which Concord has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential." Without limiting the foregoing, the Concord Materials are the Confidential Information of Concord.
Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Affiliate will for a period of two years from the disclosure of the Confidential Information: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by this Agreement, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Affiliate's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Affiliates's obligations under this section; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this section; (c) safeguard the Confidential Information from unauthorized accessor disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; and (d) ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ noncompliance with, the terms of this Section.
Compelled Disclosures. If the Affiliate or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Affiliate shall (a) promptly, and prior to such disclosure, notify Concord in writing of such requirement so that Concord can seek a protective order or other remedy, or waive its rights under the above section; and (b) provide reasonable assistance to Concord, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If Concord waives compliance or, after providing the notice and assistance required under this section, the Affiliate remains required by Law to disclose any Confidential Information, the Affiliate shall disclose only that portion of the Confidential Information that, on the advice of the Affiliates's legal counsel, the Affiliate is legally required to disclose and, upon Concord's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
THE SERVICES ARE PROVIDED "AS IS" AND CONCORD HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND CONCORD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CONCORD MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT CONCORD PRODUCTS OR SERVICES WILL MEET AFFILIATE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, THAT THE SERVICES OR THE USE THEREOF COMPLY WITH APPLICABLE LAW, ARE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR THAT THE CONCORD PRODUCTS OR SERVICES ARE OR WILL BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS".
IN NO EVENT WILL CONCORD OR ANY OF ITS LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) LOSS OF USE, BUSINESS, REVENUE, PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE; (B) USE, QUALITY, OR PERFORMANCE OF THE SERVICES OR ANY COMPONENT THEREOF, INCLUDING ANY INABILITY TO USE THE SERVICES OR NON-PERFORMANCE IN WHOLE OR IN PART; OR (C) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF CONCORD AND ITS LICENSORS, SUBCONTRACTORS, SERVICE PROVIDERS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED $100. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
In no event will Concord be liable or responsible to Affiliate, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by any circumstances beyond Concord's reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Assignment. Affiliate shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Concord's prior written consent, which consent Concord shall not unreasonably withhold or delay; provided that, any merger, consolidation, or reorganization involving Affiliate (regardless of whether Affiliate is a surviving or disappearing entity) will not be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Concord's prior written consent is required. No delegation or other transfer will relieve Affiliate of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this section is void. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Agreement.
Use of Affiliate Name and Logo. Affiliate hereby grants to Concord the right to use Affiliate’s name and/or logo on Concord’s website or in sales literature.
Amendment and Modification; Waiver. We reserve the right to change the terms of service for our affiliate program and this Agreement at any time. We will provide notice of any changes to the terms on our website, and it is your responsibility to review the changes and comply with the updated terms. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Oregon. Any legal suit, action or proceeding arising out of or related to this Agreement or its subject matter shall be instituted exclusively in the federal courts of the United States or the courts of the State of Oregon in each case located in the city of Portland and in Multnomah County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Equitable Relief. Affiliate acknowledges and agrees that a breach or threatened breach by such party of any of its obligations under Section 5 or Section 6 would cause Concord irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Concord will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that maybe available at law, in equity, or otherwise.